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Terms of Service

Last Updated: November 20, 2023

Welcome to Fundshine! This Fundshine Terms of Service Agreement (this “Agreement") constitutes a legal agreement between you and Fundshine Inc., a Delaware corporation (“Fundshine,” “we,” “us,” and/or “our”) governing your use of our Website and the Offerings. As used in this Agreement, the words “you” and “your” refer to you, the user of Fundshine’s website and/or services, as the party agreeing to this Agreement. As used in this Agreement, the term “Website” includes all websites we operate that link to this Agreement, including www.fundshine.com. The term “Offerings” refers to Fundshine’s products, services, and features available to you through the Website, including any loan product offered by Fundshine (a “Fundshine Loan”), Fundshine’s payday loan consolidation, refinancing, lending, and other related financial services. The term “Services” refers to the Website and Offerings, collectively.

NOTICE OF AGREEMENT TO ARBITRATE AND WAIVER OF CLASS ACTIONS: THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT DISPUTES YOU HAVE AGAINST FUNDSHINE TO BINDING AND FINAL ARBITRATION. YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST FUNDSHINE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. PLEASE SEE SECTION 12 FOR ADDITIONAL INFORMATION.

NOTICE OF WARRANTY & LIABILITY DISCLAIMERS: PLEASE BE ADVISED FUNDSHINE DOES NOT PROVIDE ANY WARRANTIES TO YOU AND THIS AGREEMENT LIMITS OUR LIABILITY TO YOU AS SET FORTH IN SECTION 10.

YOUR RESPONSIBILITY FOR THIRD PARTY BANK FEES: PLEASE SEE SECTION 7.2. FOR A BETTER UNDERSTANDING OF YOUR CONTINUED RESPONSIBILITY FOR THIRD-PARTY BANK FEES, INCLUDING OVERDRAFT AND INSUFFICIENT FUNDS FEES CHARGED BY YOUR BANK. BY ENTERING INTO THIS AGREEMENT AND BY USING FUNDSHINE’S SERVICES, YOU AGREE AND UNDERSTAND YOU, AND NOT FUNDSHINE, SHALL BE LIABLE FOR ANY THIRD-PARTY BANK FEES YOU MAY INCUR.

ACCEPTANCE OF THIS AGREEMENT. IMPORTANT -- PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS BETWEEN YOU AND FUNDSHINE GOVERNING YOUR ACCESS AND USE OF THE SERVICES. BY ACCESSING OR USING THE SERVICES IN ANY MANNER, INCLUDING VISITING OR BROWSING THE WEBSITE AND/OR CREATING A USER ACCOUNT FOR THE OFFERINGS (A “FUNDSHINE ACCOUNT”): (1) YOU ACKNOWLEDGE YOU HAVE READ, UNDERSTAND, AND YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT; (2) YOU AFFIRM, REPRESENT AND WARRANT YOU MEET ALL OF THE ELIGIBILITY REQUIREMENTS SET FORTH IN SECTION 1 OF THIS AGREEMENT AND ARE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH IN THIS AGREEMENT; AND (3) YOU ACKNOWLEDGE AND AGREE YOU ARE ENTERING INTO THIS AGREEMENT WITH FUNDSHINE. YOU MAY NOT ACCESS OR USE THE SERVICES (OR ANY PART THEREOF) OR CREATE A FUNDSHINE ACCOUNT IF YOU DO NOT AGREE TO THIS AGREEMENT OR YOU DO NOT MEET THE ELIGIBILITY REQUIREMENTS SET FORTH BELOW.

1. ELIGIBILITY. To use the Services you must meet the following eligibility requirements:

You must be at least 18 years old or the applicable age of majority in your jurisdiction;
You must be a permanent resident or citizen of the United States;
You must not be a competitor of Fundshine or otherwise access and/or use the Services (or any part thereof) for the purpose of developing competitive products or services; and
You must not have been previously removed, terminated and/or suspended from accessing and/or using the Services.

2. ADDITIONAL TERMS; MODIFICATIONS TO THIS AGREEMENT.

Fundshine may offer you the Offerings available on the Website or made available to you separately that are subject to additional terms and conditions (“Additional Terms”), including the Loan Agreement (as defined below) entered into between you and Fundshine. All such Additional Terms are hereby incorporated into and made a part of this Agreement by reference. If there is a conflict or inconsistency between this Fundshine Terms of Service Agreement and the Additional Terms, the Additional Terms will control and supersede the conflicting and inconsistent portions of this Fundshine Terms of Service Agreement. Fundshine reserves the right to update and modify this Agreement at any time. Except as otherwise stated in this Section 2, all updates and modifications to this Agreement will be effective from the day they are posted on the Website, available at www.fundshine.com/terms-of-service , as indicated by the “Last Updated” date set forth above. If we make any material changes to this Agreement, we will provide you reasonable prior notice of these changes by posting a prominent notice on the Website, and if we have an email address on file for you, we may notify you of these changes by sending a notification to the applicable email address. Material changes to this Agreement will become effective on the date set forth in the notice. It is your responsibility to regularly visit and review this Agreement. If you do not agree to any updates or modifications to this Agreement, do not use or access the Services and terminate your Fundshine Account (if applicable). Your continued use of the Services (or any part thereof) after the applicable effective date of the revised Agreement (set forth above) is your acknowledgement and agreement to be bound by the revised Agreement.

3. USER DATA; PRIVACY

3.1. User Data. To the extent you post, transmit, submit, upload, and/or otherwise provide any messages, photos, video, audio, images, data, information, text and/or any other content or materials in connection with the use of the Services, including but not limited to any User Content (as defined in Section 3.3 below) and any content, data, or information you authorize to share with us, or otherwise provide to us, including through our Business Partners and/or Third-Party Integrations (as defined in Section 6.1 below) (collectively, “User Data”), you grant Fundshine a worldwide, non-exclusive, royalty-free, fully paid, transferable, and sublicensable right and license (including through the use of subcontractors) to copy, reproduce, use, host, store, transfer, publicly display, publicly perform, transmit, reproduce, modify, and distribute your User Data, in whole or in part, in connection with your use of the Services, and as reasonably necessary to provide the Services to you.

3.2. Ownership; Responsibility for User Data. Subject to the licenses you grant us in this Agreement, as between Fundshine and you, you will retain ownership of User Data; provided that, notwithstanding the foregoing, you acknowledge and agree Fundshine may use and exploit any aggregated non-personally identifiable data or information collected or obtained from your use of the Services for any purpose and may use and display any of your comments that are publicly posted on the Services, along with any accompanying profile picture, username, or name that you make publicly available, as part of a testimonial regarding the Services. You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Data and the consequences of transmitting and/or providing any User Data in connection with your use of the Services. You represent and warrant (a) you have all the rights necessary to grant Fundshine the licenses to your User Data, and (b) you are the legal owner of, and you are authorized to provide us with, all financial, Payroll Account (as defined below), and/or bank account information and other information necessary to enable your use of the Offerings.

3.3. Interactive Communities and User Content. The Services may contain features such as message boards, forums, bulletin boards, or other interactive, collaborative features that may enable you to post, submit, publish, display, or transmit your content and share that content with other Users of the Services. We refer to such content as “User Content.” You and other users of the Services, and not Fundshine, are responsible for all User Content that you and they post, transmit, submit, upload, and/or otherwise provide through the Services. To the extent you engage with such features and/or you post, transmit, submit, upload and/or otherwise provide any User Content, the following terms apply:

(a) No Obligation to Pre-Screen Content; Enforcement. You acknowledge that, to the fullest extent permitted by applicable law, Fundshine has no obligation to pre-screen User Content, although we reserve the right in our sole discretion to (a) pre-screen, refuse, or remove any User Content or (b) take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for us. By entering into this Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of User Content. In the event that Fundshine pre-screens, refuses, or removes any User Content, you acknowledge that Fundshine will do so for Fundshine’s benefit, not yours. Without limiting the foregoing, Fundshine shall have the right to remove any User Content that violates this Agreement or is otherwise objectionable, without prior notice.

(b) No Confidentiality. Any User Content you post to the Services will be considered non-confidential and non-proprietary. Fundshine does not guarantee any confidentiality with respect to any User Content submission.

(c) Other Users. By posting, submitting or distributing User Content through the Services, you hereby grant to each user of the Services a non-exclusive license to access and use your User Content in any manner permitted or made available by Fundshine on or through the Services.

(d) No Expectation of Storage. Unless expressly agreed to by Fundshine in writing elsewhere, Fundshine has no obligation to retain or store any User Content. Fundshine has no responsibility or liability for the deletion or accuracy of any User Content or for the failure to store, transmit or receive transmission of any User Content. You agree that Fundshine retains the right to create reasonable limits on Fundshine’s use and storage of User Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Services and as otherwise determined by Fundshine in its sole discretion.

(e) Guidelines for User Content. User Content must in its entirety comply with all applicable federal, state, local, and international laws and regulations. As a condition of your use of the Services, you agree not to make available any User Content that: (i) may constitute, contribute to, depict, or encourage a crime, illegal or terrorist activity, or a violation or infringement of any third party’s rights; (ii) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, discrimination or physical harm of any kind against any group or individual, or is otherwise objectionable; (iii) you do not have the right to make available or to take under any law under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (iv) causes annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person; (v) impersonates any person or misrepresents your identity or affiliation with any person or organization; (vi) involves commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; (vii) violates the legal rights of others or is in conflict with this Agreement; or (viii) we deem in violation of Section 5.2 (Prohibited Uses). You will otherwise comply with any community or User Content guidelines that we make available through the Services as Additional Terms.

(f) Disclaimer for User Content. You understand that when using the Services you may be exposed to User Content of other users of the Services and that Fundshine is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that are inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Fundshine with respect thereto. Fundshine does not endorse any User Content, or any opinion, recommendation or advice expressed therein, and Fundshine expressly disclaims any and all liability in connection with User Content.

3.4. Privacy. If you provide us User Data (including any personally identifiable information contained therein) in connection with your access and/or use of the Services, you acknowledge and agree to the processing and use of such User Data (including any personally identifiable information contained therein) by Fundshine in accordance with this Agreement and as set forth in our Privacy Policy, or as required by law. IN ADDITION, DEPENDING ON HOW YOU USE THE SERVICES, WE AND/OR OUR BUSINESS PARTNERS MAY COLLECT CERTAIN SENSITIVE PERSONAL INFORMATION (“SENSITIVE PERSONAL INFORMATION”), SUCH AS UNIQUE IDENTIFIERS (E.G., SOCIAL SECURITY NUMBER, DRIVER’S LICENSE, ETC.), FINANCIAL ACCOUNT INFORMATION (E.G., BANK ACCOUNT INFORMATION, ACCOUNT CREDENTIALS, ETC.), AND BIOMETRIC DATA (E.G., FACIAL SCANS). PLEASE REFER TO OUR PRIVACY POLICY FOR MORE INFORMATION ABOUT OUR COLLECTION AND USE OF YOUR SENSITIVE PERSONAL INFORMATION.

3.5. Biometric Data. We and/or our Business Partners may collect your image, such as a photo and/or government ID photo, and a facial scan data to verify your identity and help prevent fraud. For more information, please see our Privacy Policy.

4. ACCOUNTS; COMMUNICATIONS

4.1. Accounts. To access and use certain features of the Services you may need to create and register a Fundshine Account. In registering a Fundshine Account, you agree to provide and maintain information that is true, accurate, current, up to date, and complete. You agree you will not (a) create a Fundshine Account using a false identity or information, or (b) create a Fundshine Account or use the Offerings if you have been previously removed, suspended, or banned by us from use of the Services, or any part thereof. To create a Fundshine Account, you must provide us with certain information, including an email address that you control and information about your identity, banking information, and payroll information, and you must have (i) a payment account at your bank within the U.S. that you may use to make ACH payments toward your loan (“Payment Account”), as applicable, and (ii) a “Verified Income,” meaning you receive (1) regular paychecks from a Verified Employer (defined below) and/or (2) anticipated income as determined by Fundshine (e.g., government benefits), that Fundshine can verify by connecting your Payroll Account and/or bank account(s) as a Third-Party Account (defined below), as further described in Section 4.3 below. Fundshine reserves the right to limit the number of Fundshine Accounts that can be created from any one computer or mobile device and the number of computer or mobile devices that can access an individual Fundshine Account. You agree to provide accurate information about your Payroll Account, bank account(s), and/or Payment Account (as applicable) and to promptly update such information whenever it is no longer accurate. “Verified Employer” means an employer that has an online, electronic payroll payment system, or that is verified by any other means that we permit and is paying you on a regular pay schedule via a payroll account (“Payroll Account”).

4.2. Account Security. You understand and agree you are solely responsible for maintaining the confidentiality of and protecting your login and password to your Fundshine Account. Subject to the terms of the Loan Agreement with respect to disputed transactions and unauthorized use, you are solely responsible for any activity originating from your Fundshine Account, regardless of whether such activity is authorized by you. You agree to notify us immediately of any unauthorized use of your Fundshine Account.

4.3. Third-Party Accounts. Fundshine partners with non-affiliated third parties to provide certain features and functionality within the Services (each, a “Business Partner”) that enable you to link to or import information from an account at a third-party institution, such as a Payroll Account, Payment Account, Savings Account, or other bank or financial account. We refer to any such account at another institution from which you may import or otherwise obtain information as a “Third-Party Account.” You agree to the following terms and conditions when you link to or import information from a Third-Party Account:

Account Login Credentials. In order to link to or import information from a Third-Party Account, you may be required to provide the relevant Business Partner(s) with certain login access credentials (e.g., username and password) or other account or financial information. This information is provided directly to the relevant Business Partner under the Business Partner’s privacy policy. This information allows our Business Partner to access, connect with and/or import data from a Third-Party Account (that you choose to designate for use in connection with the Services. You may only provide account credentials to access a valid account that you hold in your own name. The account login credentials of your Third-Party Account are not stored at or accessible to anyone at Fundshine.
Fundshine will obtain your account information. If you elect to link to or import information from a Third-Party Account through one of our Business Partners, Fundshine will obtain such information. The specific information Fundshine obtains may vary by institution and account type. You should assume Fundshine will obtain from the account any information that is available to you. For example, if you connect a bank account to the Offerings, Fundshine may be able to obtain through its Business Partner any information from the account, including balance and transaction information, such as amount of payments, debits, deposits, and vendor information for account transactions. By using the Services and choosing to link to or import information from a Third-Party Account through one of our Business Partners, you authorize us to obtain (as applicable), indirectly through the applicable Business Partner, (a) information about you and your bank account from the financial institution holding your bank account and other third-party websites and databases that may be necessary to provide the services, and (b) information about you and your Payroll Account from the payroll provider holding your Payroll Account and other third-party websites and databases that may be necessary to provide the services. We make no effort to review such information for any purpose, including, but not limited to, accuracy, legality, or non-infringement. You agree that our Business Partners and the operators and owners of the third-party websites will be entitled to rely on the foregoing authorization granted by you.
Use of Third-Party Account Information. If you elect to link to or import information from a Third-Party Account through one of our Business Partners for any of our Offerings, Fundshine may use the information from the Third-Party Account for the purposes specified in Fundshine’s Privacy Policy, including but not limited to identifying whether you would be likely to be eligible for a Fundshine Loan.
Use of Business Partner Services. By using any services or features provided by a Business Partner, you acknowledge and agree that the terms of service and privacy policy of the applicable Business Partner will apply to and govern the personal information collected, accessed, or otherwise processed by such Business Partner, and you expressly agree to the terms and conditions referenced below. Further, you expressly grant the applicable Business Partner the right, power, and authority to access and transmit your information as reasonably necessary for the Business Partner to provide the services to you. Fundshine’s Business Partners are listed below, but please note that this list may change from time to time.

- Plaid Inc. (“Plaid”) - Terms of Service and Privacy Policy

- Atomic FI, Inc. (“Atomic”) - Terms of Service & Privacy Policy

4.4. Electronic Communications. By using the Services, you consent to receiving electronic communications from Fundshine, including communications sent via email, texts, or notifications posted on our Website. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to your use of the Services. These electronic communications are part of your relationship with Fundshine and you receive them as part of your purchase. To stop receiving, or opt-out of, promotional email communications from Fundshine, click on the “unsubscribe” link or follow the relevant opt-out instructions within the marketing communication. You agree that any notices, agreements, disclosures, or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

4.5. SMS Communications. By providing Fundshine with a telephone number for a cellular phone or other wireless device, you agree to receive autodialed and pre-recorded, service-related text messages from or on behalf of Fundshine at the phone number provided. You may further consent to receiving autodialed and pre-recorded text messages from or on behalf of Fundshine at the number provided for marketing or promotional purposes. Consent to marketing-related messages is not a condition of using the Services. To stop receiving marketing-related messages, you can opt out at any time by responding with the opt-out notice indicated in the SMS communication. Standard message and data rates may apply to both non-marketing and marketing-related messages.

You represent and warrant the telephone number you have provided to us is your contact number and not someone else’s, and you are permitted to receive text messages at the telephone number you have provided to us. Carriers are not liable for delayed or undelivered messages. You agree to alert us promptly whenever you stop using a telephone number. We may modify or terminate our SMS messaging services from time to time, for any reason, and without notice or liability to you.

5. ACCESS AND USE OF THE SERVICES

5.1. Right to Access the Offerings. Subject to your compliance with this Agreement, Fundshine grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license to access and use the Offerings, over the internet through the Website, solely for your personal, non-commercial use, and otherwise in accordance with this Agreement.

5.2. Prohibited Uses. By using the Services (or any part thereof), you agree you will not, and will not permit any other person to:

(a) Modify, adapt, translate or create derivative works based on the Services (or any part thereof), or any related documentation;

(b) Reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services, except as expressly permitted by applicable law;

(c) Distribute, license, timeshare, sublicense, assign, transfer, sell, or otherwise make available to any third party the Offerings, or any related documentation;

(d) Remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of Fundshine or its suppliers or service providers on or within the Services, or related documentation;

(e) Use the Services to store or transmit malicious code or infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;

(f) Interfere with or disrupt the integrity or performance of the Services (or any part thereof) or any system, network or data;

(g) Attempt to gain unauthorized access to the Services (or any part thereof), or its related systems or networks, including, without limitation, bypassing any “captcha” requirements or similar precautions;

(h) Frame or utilize framing techniques to enclose the Services or any portion thereof;

(i) Use any meta tags, "hidden text", queries, robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license or download the Services, or any content (except caching or as necessary to view the Website), or the personal information of others without our prior written permission or authorization;

(j) Create a Fundshine Account using a false identity or information, or impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity;

(k) Operate to defraud Fundshine, other users, our partners, or any other person, or provide false, inaccurate or misleading information;

(l) Use the Services in violation of any applicable local, state, national or international law, including, without limitation, any and all applicable export laws, or otherwise engage in, promote, encourage, and/or undertake any unlawful or illegal activity including, without limitation, tax evasion, money laundering, terrorism, including, raising funds for the known terrorist organizations listed on https://www.state.gov/foreign-terrorist-organizations/) which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions program administered in any relevant country, including but not limited to the U.S. (m) Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity;

(n) Share login information, passwords, or other Fundshine Account credentials with any third party; and/or

Use the Services to develop a competitive service or product.

5.3.. Fundshine Proprietary Rights. Subject to your rights in and to User Data, as between you and Fundshine, Fundshine and its licensors retain all right, title and interest in and to the Services and any and all content, messages, data, text, graphics, images, photos, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided, or otherwise made available through the Services, and any and all modifications, enhancements and updates to any of the foregoing. All Fundshine trademarks and branding are strictly owned by Fundshine, and nothing in this Agreement will be construed to transfer ownership rights or grant any permission, license, or other rights to any Fundshine trademark or branding without written authorization from Fundshine. The trademarks, service marks, logos, and/or names of individuals, companies and/or products mentioned through the Services may be the trademarks of their respective owners. Fundshine reserves all rights and licenses not expressly granted to you in this Agreement and no implied license is granted by Fundshine. The Services (and their underlying technology) are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries.

5.4. Feedback. You acknowledge any ideas, inventions, suggestions for improvement or discussions submitted by you regarding any aspect of the Services, including their functioning, features, and other characteristics (or any component thereof) (“Feedback”) may be used by Fundshine without compensation or attribution to you, and you grant Fundshine, its subsidiaries, affiliates and partners a worldwide, irrevocable, royalty free, non-exclusive, sublicensable and transferable license under all your intellectual property and proprietary rights in and to such Feedback, for Fundshine to use and exploit for any purpose.

5.5. Changes to the Services. Fundshine reserves the right to either temporarily or permanently modify, suspend, or discontinue the Services (or any part thereof) with or without notice. You agree Fundshine will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services (or any part thereof).

6. THIRD-PARTY INTEGRATIONS; EXTERNAL WEBSITES & SERVICES

6.1. Third-Party Integrations. Fundshine may integrate into and/or enable you to connect and/or use in connection with the Services, third-party products, services and/or applications (including, without limitation, integrations with certain services provided by Business Partners, including those enabling you to connect with a Third-Party Account) which are not owned, controlled, or operated by Fundshine and are subject to separate terms and conditions (collectively, “Third-Party Integrations”). Your use of any Third-Party Integrations is governed by the terms and conditions, terms of service, and/or similar end user agreements of the respective service providers. The Third-Party Integrations are not part of or included in the terms “Offerings” or “Services” as used through this Agreement and are operated and controlled by the applicable third-party providers of the Third-Party Integrations. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND FOR COMPLYING WITH THE APPLICABLE TERMS OF SERVICE AND PRIVACY POLICIES FOR SUCH THIRD-PARTY INTEGRATIONS. FAILURE TO COMPLY MAY RESULT IN THE TERMINATION OF YOUR ACCOUNT WITH A THIRD-PARTY INTEGRATION PROVIDER AND INABILITY TO USE A PARTICULAR FEATURE WE OFFER. Please see our Privacy Policy for a list of our current Third-Party Integrations.

6.2. External Websites & Third-Party Services. The Website may contain links to third-party websites (“External Websites”) that may offer services, products, applications, and/or goods (“Third-Party Services”); however, the External Websites and the applicable Third-Party Services are not controlled or owned by Fundshine. If you decide to use such External Websites and/or any Third-Party Services, be advised that your use is governed solely by the terms and conditions of the respective providers of such External Websites and/or the Third-Party Services. YOU ARE RESPONSIBLE FOR REVIEWING AND COMPLYING WITH THE APPLICABLE TERMS OF SERVICE AND PRIVACY POLICIES FOR SUCH EXTERNAL WEBSITES AND/OR THIRD-PARTY SERVICES.

7. PAYMENTS & FEES

7.1. Fundshine Loan Payments. If you apply and are approved for a Fundshine Loan, you will be required to submit loan payments toward such Fundshine Loan through automatic payroll deductions, bank ACH withdrawals from your Payment Account, or such other method that we may permit, as specified in the loan agreement between you and us (the “Loan Agreement”).

7.2. Your Responsibility for Third Party Bank Fees. IMPORTANT, PLEASE READ: With respect to payments made toward your Fundshine Loan from your Payment Account, you acknowledge and agree that you, and not Fundshine, shall be responsible for any fees charged by your bank associated with overdrafts or insufficient fund events that occur when Fundshine debits your Payment Account for any outstanding amounts. You are responsible for funding all payments you initiate. This means that you, and not Fundshine, are responsible for any overdraft fees, over-the-limit fees, or insufficient fund charges (including finance charges, late fees, or similar charges), or any other third-party fees that result from your failure to maintain a balance or available credit in your Payment Account that is sufficient to fund all payments you authorize, including any outstanding amounts due to Fundshine that you have authorized.

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

7.3. Payment Processors. As applicable and depending on your selected payment method, we may use third-party payment processors to collect and process payments on our behalf. Our payment processors may provide us with limited information to confirm the transaction. Information collected by these third-party payment processors is governed by the applicable third-party payment processor’s privacy policy. You should review the applicable privacy policy prior to submitting any information to the applicable third-party payment processors.

8. TERM; TERMINATION

8.1. Term. This Agreement will remain in full force and effect so long as you continue to access or use the Services (or any part thereof), or until terminated in accordance with the provisions of this Agreement.

8.2. Termination. Provided that your Fundshine Loan has been paid and all other obligations have been satisfied and the Loan Agreement with us (if applicable) has been terminated in accordance with the terms therein, you may terminate this Agreement at any time by terminating your Fundshine Account (if applicable) and ceasing all use of the Services. At any time, Fundshine may (a) suspend or terminate your rights to access or use the Services (or any part thereof), or (b) terminate this Agreement with respect to you if Fundshine, in good faith, believes that you have used the Services (or any part thereof) in violation of this Agreement, including any incorporated policies, guidelines, terms, or rules set forth in this Agreement. Fundshine will not have any liability whatsoever to you for any suspension or termination, including for deletion of User Data.

8.3. Effect of Termination. Upon termination of this Agreement, your Fundshine Account, and your right to use the Services will automatically terminate, and you agree to cease all use of the Services. The rights and obligations applicable to you and/or Fundshine under the following Sections shall survive any termination of this Agreement: 1, 2, 3, 4.2, 5.2, 5.3, 5.4, 6, 7, 8.3, and 9 through 15.

9. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Fundshine, its employees, contractors, agents, and representatives from and against any and all claims, actions, demands, liabilities, losses, damages, expenses, and costs (including reasonable attorney fees) arising from (a) your breach of this Agreement and/or violation of any license or other agreement applicable to any Third-Party Integrations; (b) your use or misuse of the Services (or any part thereof); (c) your User Data; and/or (d) your breach of any law or the intellectual property and/or privacy rights of a third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, in which case, you agree to cooperate with us in the defense of the claim. Some jurisdictions limit consumer indemnities, so some portions or all of this indemnity provision may not apply to you.

10. DISCLAIMERS OF WARRANTIES & LIMITATIONS ON OUR LIABILITY

10.1. Disclaimer of Warranties.

THE WEBSITE, OFFERINGS, AND ANY OTHER MATERIALS OR SERVICES PROVIDED BY FUNDSHINE ARE PROVIDED "AS IS" AND "AS AVAILABLE.” FUNDSHINE AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY, TITLE, OR NON-INFRINGEMENT.

THE SERVICES ARE NOT INTENDED TO PROVIDE LEGAL, TAX, OR FINANCIAL ADVICE. FUNDSHINE IS NOT A FINANCIAL PLANNER, BROKER, OR TAX ADVISER. TO THE EXTENT YOU USE THE OFFERINGS FOR BANKING OR OTHER FINANCIAL SERVICES, THE OFFERINGS ARE INTENDED ONLY TO ASSIST YOU IN YOUR OBLIGATIONS TO REPAY LOANS. BEFORE MAKING ANY FINAL DECISIONS OR IMPLEMENTING ANY FINANCIAL STRATEGY, YOU SHOULD CONSIDER OBTAINING ADDITIONAL INFORMATION AND ADVICE FROM YOUR ACCOUNTANT OR OTHER FINANCIAL ADVISERS WHO ARE FULLY AWARE OF YOUR INDIVIDUAL CIRCUMSTANCES. PLEASE NOTE WE ARE NOT A FINANCIAL ADVISER, AND OUR SERVICES ARE NOT INTENDED TO PROVIDE FINANCIAL ADVICE. YOUR FINANCIAL SITUATION IS UNIQUE. WE ARE NOT RESPONSIBLE FOR ENSURING YOUR PAYMENT ACCOUNT HAS SUFFICIENT FUNDS FOR YOUR NEEDS, PURPOSES, OR TRANSACTIONS. WE DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND THAT THE OFFERINGS ARE APPROPRIATE FOR YOU. BEFORE USING THE OFFERINGS, YOU SHOULD CONSIDER OBTAINING ADDITIONAL INFORMATION AND ADVICE FROM A FINANCIAL ADVISER.

FUNDSHINE AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS DO NOT WARRANT OR MAKE ANY GUARANTEE THAT DEFECTS (IF ANY) WILL BE CORRECTED OR THAT THE WEBSITE, OFFERINGS (OR ANY PART THEREOF), AND/OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY FUNDSHINE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER, OR ANY THIRD-PARTY PRODUCTS OR SERVICES (INCLUDING, WITHOUT LIMITATION, ANY THIRD-PARTY INTEGRATIONS, EXTERNAL WEBSITES AND/OR THIRD-PARTY SERVICES); (C) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (D) WILL BE ACCURATE OR RELIABLE. FUNDSHINE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, USER DATA), OR PERSONALIZATION SETTINGS. FUNDSHINE IS NOT RESPONSIBLE FOR ANY LOSS, HARM, OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY INTERACTIONS OR DISPUTES BETWEEN YOU AND ANY OTHER USERS OF THE SERVICES, AND FUNDSHINE HAS NO OBLIGATION TO BECOME INVOLVED IN ANY RESULTING DISPUTE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FUNDSHINE, ANY THIRD PARTY, OR THROUGH THE SERVICES, SHALL CREATE ANY WARRANTY. THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

10.2. Disclaimer –Third Party Integrations & External Websites.

FUNDSHINE DOES NOT ENDORSE, IS NOT RESPONSIBLE FOR, AND MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY OR QUALITY, OR NON-INFRINGEMENT AS TO ANY THIRD-PARTY INTEGRATIONS, EXTERNAL WEBSITES AND/OR THIRD-PARTY SERVICES, THEIR CONTENT, OR THE MANNER IN WHICH THE PROVIDERS OF SUCH THIRD-PARTY INTEGRATIONS, EXTERNAL WEBSITES, AND/OR THIRD-PARTY SERVICES HANDLE YOUR DATA. IN ADDITION, FUNDSHINE IS NOT AND WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY INTEGRATIONS, EXTERNAL WEBSITES, AND/OR THIRD-PARTY SERVICES. FUNDSHINE IS NOT AND SHALL NOT LIABLE FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR ACCESS OR USE OF ANY THIRD-PARTY INTEGRATIONS, EXTERNAL WEBSITES, AND/OR THIRD-PARTY SERVICES, OR YOUR RELIANCE ON THE PRIVACY PRACTICES OR OTHER POLICIES OF SUCH THIRD-PARTY INTEGRATIONS, EXTERNAL WEBSITES, AND/OR THIRD-PARTY WEBSITES. THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW

10.3. Limitations on Fundshine’s Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FUNDSHINE OR ITS LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE OR OBLIGATED, WITH RESPECT TO THIS AGREEMENT, THE WEBSITE, THE OFFERINGS (OR ANY PART THEREOF), AND ANY OTHER MATERIALS AND/OR SERVICES PROVIDED BY FUNDSHINE, WHETHER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY AND EVEN IF FUNDSHINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR OBLIGATION: (A) IN THE AGGREGATE, FOR ANY AMOUNTS IN EXCESS OF ONE HUNDRED DOLLARS ($100.00); (B) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES, OR RIGHTS; (C) FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES; (D) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA OR OTHER CONTENT; OR (E) FOR ANY MATTER BEYOND FUNDSHINE’S REASONABLE CONTROL. THE PARTIES AGREE THESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FUNDSHINE DISCLAIMS ALL LIABILITY OF ANY KIND OF FUNDSHINE’S AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS.

10.4. Application of Disclaimers and Limitations to Consumers.

Certain states and jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages with respect to consumers (i.e., a person acquiring goods otherwise than in the course of a business), so a portion or all of the disclaimers, exclusions and limitations set forth in this Section 10 may not apply to you if you are a consumer. The limitations or exclusions of warranties and liability contained in this Agreement do not affect or prejudice the statutory rights of a consumer. The limitations or exclusions of warranties and remedies contained in this Agreement shall apply to you as a consumer only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where you are located.

10.5. Basis of the Bargain.

The warranty disclaimer and limitation of liability set forth above in this Section 10 are fundamental elements of the basis of the agreement between Fundshine and you. Fundshine would not be able to provide the Services on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Fundshine’s licensors, service providers, and suppliers.

11. AVAILABILITY OF THE SERVICES.

The Offerings are offered to individuals who reside in the United States only. If you access our Services from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Fundshine does not make any representations or warranties that the information, products, or Offerings provided through our Website are appropriate for access or use in other jurisdictions. You are not permitted to access or use the Services in Cuba, Crimea, Iran, North Korea, Syria, or any other jurisdiction or country if it would be contrary to the law or regulation of the United States or of that jurisdiction or if it would subject us to the laws of, or any registration requirement with, such jurisdiction. We further reserve the right to limit the availability of the Services to any person, geographic area, or jurisdiction, at any time and in our sole and absolute discretion. The Services may not be available or accessible in all languages.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1. Governing Law. This Agreement shall be governed in all respects by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws principles. YOU AND WE AGREE THE AGREEMENT INVOLVES INTERSTATE COMMERCE AND THE AGREEMENT TO ARBITRATE IN THIS SECTION 12 IS GOVERNED BY THE FEDERAL ARBITRATION ACT, 9 U.S.C. § 1 ET SEQ., ("FAA"), AS AMENDED. You and we agree that the arbitrator must strictly apply applicable substantive law and applicable statutes of limitation consistent with the FAA and must honor claims of privilege recognized at law. The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from this Agreement. Furthermore, this Agreement shall not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA.

12.2. Disputes.: In this Section 12, the word “Dispute” has the broadest possible meaning. “Dispute” means any action, dispute, claim, or controversy of any kind arising out of, in connection with or in any way related, even indirectly, to this Agreement, the Services (or any part thereof), and/or any content, materials, and/or services provided by Fundshine hereunder. Accordingly, and by way of example only, “Dispute” includes claims related to: your application; information you have provided to us; information and disclosures we have provided to you; any prior agreements between you and us; extensions; renewals; refinancing's; payment plans; servicing; collections; privacy; and customer information. The term "Dispute" also includes, without limitation: claims under federal or state consumer protection laws; claims in tort or contract; claims under statutes or common law; claims at law or in equity; other past, present or future claims, counterclaims, cross-claims, third party claims, interpleaders or otherwise; and any claim relating to the interpretation, applicability, enforceability or formation of this Section 12, including, but not limited to, any claim that all or any part of this Arbitration Clause, except Section 12.8, is void, voidable or unconscionable.

12.3. Notice of Disputes. A party who intends to seek arbitration or bring other action permitted under this Section 12 with respect to any Dispute, must first send a written notice of the Dispute to the other party by certified U.S. Mail or by overnight courier such as Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Dispute Notice”). Fundshine’s address for Dispute Notices is: Fundshine Inc., 441 Grand Street, Redwood City, CA 94062. The Dispute Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought.

12.4. Mandatory Arbitration. Unless otherwise stated in this Section 12, any "Dispute" between you and us shall, at the election of you, us, or our respective heirs, successors, assignees or related third parties (together, the "Parties"), be resolved by a neutral, binding arbitration, and not by a court of law. This procedure includes any Dispute over the interpretation, scope, or validity of this Agreement, the Arbitration Clause or the arbitrability of any issue, with the sole exception that the Parties' waiver of any right to bring a class action or to participate in a class action as provided for under Section 12.8 shall be solely determined by the appropriate court, if necessary. This Section 12 applies to the Parties, including their respective employees or agents, as to all matters which arise out of or relate to this Agreement or the Services, or any resulting transaction or relationship; provided, however, that the agreement to arbitrate in this Section 12 does not apply to you if you are a member of the active military, or a spouse or dependent of a member of the active military, and your Account is subject to the Military Lending Act, 10 U.S.C. § 987, and its implementing regulations, 32 C.F.R. § 232.1, et seq.

12.5. Facts About Arbitration. In arbitration, a neutral third party (“Arbitrator”) resolves Disputes, instead of a judge or jury. You and we waive the right to go to court. The Arbitrator will conduct a hearing, which is private and less formal than a court trial. Each side will have the opportunity to present some evidence to the Arbitrator. The Arbitrator may limit the Parties’ ability to conduct fact-finding prior to the hearing, called “discovery.” Other rights that the Parties might have in court might not be available in arbitration. Following the hearing, the Arbitrator will issue an award. The Arbitrator’s decision is final, and a court may then enforce the award like a court judgment. Courts rarely overturn an Arbitrator’s award.

12.6. Pre-Arbitration Resolution. Before commencing arbitration, you can call us at (650) 704-3593 and attempt to resolve the Dispute. If we are unable to resolve the Dispute by phone, you may mail us your Dispute Notice, within 90 days of the Dispute date. You may call us or use certified mail to confirm receipt. We will try to resolve the Dispute. If we make a written offer (“Settlement Offer”), you may reject it and arbitrate. You and Fundshine agree to use good faith efforts to resolve the Dispute directly, but if we do not reach an agreement to do so within 30 days after the Dispute Notice is received, you or Fundshine may commence an arbitration proceeding or other permitted action, as set forth in this Section 12. No party will disclose settlement proposals, including a Settlement Offer, to the Arbitrator.

12.7. Rules and Procedures. Either party may start arbitration by mailing the other a notice of arbitration, even if a lawsuit has been filed. This notice must be given by certified mail, return receipt requested. Notice to you shall be sent to the address you provided when you entered into this Agreement or any later address you provided to us by sending an email to support@fundshine.com. Notice to us, our assignees or related third parties must be sent to Fundshine, Inc., Attn: Arbitration Notices, 441 Grand Street, Redwood City, CA 94062. The party initiating the arbitration must set forth in the notice the nature and factual basis of the Dispute, the names and addresses of all other Parties, the amount involved, and the specific relief requested. The responding party must mail a response within 20 days, and may also set forth any counter-Disputes. If you start the arbitration, you may choose to use either the American Arbitration Association (“AAA”) (800-778-7879 or http://www.adr.org) or JAMS (800-352-5267 or http://www.jamsadr.com). Or, your notice may propose a local attorney, retired judge or Arbitrator in good standing with an arbitration group. If we do not agree to the Arbitrator you propose, or your notice does not choose an arbitration group or propose a local Arbitrator, we will choose the group. The Arbitrator must arbitrate under the AAA or JAMS consumer rules, a copy of which are available on the websites set forth above. Any rules that conflict with any of our agreements with you will not apply. If no Arbitrator is available under the foregoing procedures, the Parties agree that an arbitrator may be appointed by a court in accordance with the FAA. Such Arbitrator must enforce your agreements with us, as they are written. The Arbitrator must conduct the arbitration hearing within 30 miles of your home or where the transaction occurred.

12.8. Class Action Waiver. THE PARTIES AGREE TO GIVE UP ANY RIGHT THEY MAY HAVE TO BRING A CLASS ACTION LAWSUIT OR CLASS ARBITRATION, OR TO PARTICIPATE IN EITHER AS A CLAIMANT. THE PARTIES AGREE TO GIVE UP ANY RIGHT TO CONSOLIDATE OR JOIN ANY ARBITRATION PROCEEDING WITH THE ARBITRATION OR OTHERS. THE PARTIES GIVE UP THE RIGHT TO SERVE AS A PRIVATE ATTORNEY GENERAL IN ANY JURISDICTION IN WHICH SUCH PROCEDURE MIGHT BE PERMITTED. TO THE EXTENT THE PARTIES ARE PERMITTED TO FILE SMALL CLAIMS UNDER SECTION 12.12, THE PARTIES AGREE THAT ANY SMALL CLAIM MAY ONLY BE BROUGHT ON AN INDIVIDUAL BASIS AND THAT NO SMALL CLAIM MAY BE BROUGHT ON A CLASS OR REPRESENTATIVE BASIS. THE PARTIES FURTHER AGREE THAT IF A COURT OR ARBITRATOR DECIDES THIS SECTION 12.8 IS VOID OR UNENFORCEABLE, THE AGREEMENT TO ARBITRATE IN THIS SECTION 12 SHALL BE VOID AND WITHOUT EFFECT.

12.9. Punitive Damage Waiver. The Parties waive any right to seek or recover punitive and/or exemplary damages in any Dispute. No Arbitrator shall have the power or authority to award punitive and/or exemplary damages.

12.10. Fees and Costs. If you request, we shall advance all of the Arbitrator’s fees and expenses, as well as all administrative and filing fees. The Parties shall be responsible for their own attorneys’ fees associated with any arbitration, unless otherwise allowed for under applicable substantive law and awarded by the Arbitrator. If the Arbitrator awards you funds, you will not have to reimburse any arbitration fees and expenses we have advanced. If the Arbitrator does not award you funds, you agree to reimburse us for any arbitration fees and expenses we have advanced. Any such reimbursement will not exceed the filing fees and costs you would have incurred if you had filed a lawsuit in court.

12.11. Self-Help. Notwithstanding this Arbitration Clause, the Parties retain the right to exercise self-help remedies and to seek provisional remedies from a court, pending final determination of the Dispute by the Arbitrator. No Party waives the right to elect arbitration of a Dispute by exercising self-help remedies, filing suit, or seeking or obtaining provisional remedies from a court.

12.12. Exceptions. The Parties agree this Section 12 does not apply to "small claims," meaning those claims either party is entitled to file and maintain in an appropriate small claims court or any action where the total amount in controversy is $15,000 or less, including any claims for attorney's fees and non-monetary relief. The Parties agree that any appeal from a judgment obtained pursuant to this Section 12.12 shall be appealable only by arbitration according to the procedures set forth in this Section 12.

12.13. Severability. If it is determined that any paragraph or provision in this Section 12 is illegal, invalid, or unenforceable, such illegality, invalidity or unenforceability shall not affect the other paragraphs and provisions of this Section 12. The remainder of this Section 12 shall continue in full force and effect as if the severed paragraph or provision had not been included. Notwithstanding this severability provision, if a court of competent jurisdiction determines that Section 12. 8 is void, illegal, invalid, or unenforceable, the Parties agree that Section 12.8 shall not be severed and this Arbitration Clause shall be void in its entirety.

12.14. Survivability of Arbitration Clause. This Section 12 will survive and continue in full force and effect notwithstanding cancellation, termination, amendment, payment in full, discharge in bankruptcy, or other expiration or conclusion of this Agreement or any other contract or transaction between the Parties, unless otherwise agreed in writing. In addition, you understand and acknowledge that the rights and responsibilities afforded to us under this Section 12 survive any assignment of the Agreement by us and that we can enforce this Section 12 in the event a Dispute arises after the assignment of the Agreement.

12.15. Payment of Arbitrator’s Award. If you sought pre-arbitration resolution as described in Section 12.6, and the Arbitrator’s award exceeds our last Settlement Offer, we will pay 3 amounts. We will pay the award, plus 10% of such amount (“bonus payment”). If the Arbitrator awards you attorneys’ fees, we will pay your attorney the attorney fees conferred, plus 10% of such amount (“attorney premium”). If the Arbitrator orders, we will pay reasonable expert witness costs and other costs you incurred (“cost premium”). If we never made a Settlement Offer, we will pay the bonus payment, attorney premium, and any cost premium. If a law allows you more, this Clause won’t prevent such award. We won’t seek attorney fees and expenses.

12.16. Right to Opt Out. If you do not want the agreement to arbitrate in this Section 12 to apply, you may reject it by mailing a written notice to us that lists your name, address and account number and states that you are opting out of mandatory arbitration. Any opt-out notice must be mailed to us at the following address: Fundshine, Inc., Attn: Arbitration Notices, 441 Grand Street, Redwood City, CA 94062. An opt out notice is only effective if it is signed by each individual electing to opt-out, and the envelope that the opt out notice is sent in is postmarked no more than 60 calendar days after the date you became bound under this Agreement. If you opt out of the agreement to arbitrate, it will not affect any other provisions of the Agreement or your obligations hereunder. If you do not properly opt out of this arbitration agreement, it will be effective as of the date of the Agreement. If you opt out of the agreement to arbitrate, such election shall apply only to this Agreement, and not to any other past, present or future agreements you have with us.

12.17. Exception to Arbitration. Notwithstanding anything in this Agreement to the contrary, to the extent you have in any manner violated or threatened to violate any of Fundshine’s intellectual property rights or confidential information, Fundshine may obtain injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of California, United States of America, without first engaging in arbitration or the informal dispute process set forth in this Section, and without having to post a bond or other security or to prove damages or the inadequacy of damages, and you consent to the personal jurisdiction and exclusive venue in such courts. In addition, despite this Agreement to Arbitrate, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; or (c) seek equitable relief in a court of law in aid of arbitration.

12.18. Enforceability; Venue. If the agreement to arbitrate in this Section 12 is found not to apply to your or our claim, you and Fundshine agree that any judicial proceeding will be brought in the federal or state courts located in San Francisco, California. Both you and Fundshine consent to venue and personal jurisdiction there.

12.19. Time Limitation to Bring Claims. Notwithstanding any statute or law to the contrary, you expressly acknowledge and agree that any claim or cause of action arising out of or related to your use of the Services (or any part thereof) or this Agreement must be filed within one (1) year after such claim or cause of action arose, otherwise that claim or cause of action will be barred forever.

13. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.

Fundshine respects the intellectual property of others and asks that users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on The Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Fundshine’s Copyright Agent for notice of claims of copyright infringement is as follows: David Goulden, Fundshine Inc., 441 Grand Street, Redwood City, CA 94062, 650-704-3593, info@fundshine.com

14. NOTICES TO FUNDSHINE.

Except as otherwise expressly required in this Agreement, any notices permitted under this Agreement must be sent to Fundshine by (1) email info@fundshine.com, Subject Line: Legal Notice; or (2) certified U.S. Mail or by Federal Express (signature required) to Fundshine Inc., 441 Grand Street, Redwood City, CA 94062.

15. GENERAL

15.1. No Third-Party Beneficiaries. Except as set forth in this Agreement otherwise, this Agreement is not intended to grant rights to anyone except you and Fundshine, and in no event shall this Agreement create any third-party beneficiary rights. The parties acknowledge and agree they are dealing with each other as independent contractors and nothing in this Agreement and/or its performance shall be construed as creating a joint venture or agency between Fundshine and you.

15.2. No Assignment. Neither the rights nor the obligations arising under this Agreement are assignable, delegable, or transferable by you without Fundshine’s prior written consent, and any such attempted assignment, delegation or transfer shall be void and without effect. Fundshine may freely assign this Agreement and/or delegate the performance of any services and obligations hereunder to its affiliates and contractors, and to acquirers and successors. We may share personal information with third parties we choose to acquire or with buyers, successors, or others in connection with a merger, divestiture, restructuring, reorganization, financing due diligence, initial public offering, dissolution, or other sale or transfer of some or all of our assets or transition of service to another provider, whether as a going concern or as part of bankruptcy, receivership, liquidation or similar proceeding, as permitted by law and/or contract. This Agreement shall bind and benefit each party’s successors and permitted assigns.

15.3. Waivers. Any waiver of any provision of this Agreement must be in writing and executed by the waiving party. The failure of either party to exercise any right provided for by this Agreement shall not be deemed a waiver of that right.

15.4. Severability. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, that provision shall be stricken from this Agreement and shall not affect the legality, enforceability, or validity of the remainder of the provisions set forth in this Agreement.

15.5. Force Majeure. Any delay in performance of any duties or obligations of Fundshine will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, telecommunications or Internet failure, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, or any other event beyond the reasonable control of Fundshine.

15.6. Entire Agreement. This Agreement and our Privacy Policy, constitute the entire agreement between the parties regarding the subject matter, and supersedes all prior oral or written agreements or communications regarding the subject matter described.

15.7. Interpretation; Language. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” You agree that this Agreement will not be construed against Fundshine by virtue of having drafted them. The official text of this Agreement (and any notice submitted hereunder) will be in English. The parties acknowledge they require that this Agreement be drawn up in the English language only. In the event of any dispute concerning the construction or meaning of this Agreement, reference will be made only to this Agreement as written in English and not to any translation into another language.

15.8. California Consumer Complaints. You may report complaints about us to the Correspondence Unit of the California Department of Consumer Affairs by writing at Division of Programs and Policy Review, Consumer Information Center—Correspondence Unit, 1625 N. Market Blvd., Ste N-112, Sacramento, CA 95834-1924, or by contacting them at www.dca.ca.gov or calling (800) 952-5210.

16. QUESTIONS

Please feel free to contact us at support@fundshine.com if you have any questions about this Agreement.

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