PLATFORM SUBSCRIPTION AGREEMENT
Last updated: May 1, 2022
THIS PLATFORM SUBSCRIPTION AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU AND ARIVE, LLC, A WHOLLY-OWNED SUBSIDIARY OF WIZNI, INC. (“WE”, “US”, OR “ARIVE”) REGARDING YOUR USE OF THE ARIVE PLATFORM, INCLUDING ANY SUBSEQUENT VERSIONS OR UPGRADES (THE “PLATFORM”). BY CHECKING THE “I AGREE” CHECKBOX AND CREATING A NEW ACCOUNT OR OTHERWISE USING THE PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT ENTITLED TO USE THE PLATFORM AND MUST DISCONTINUE USE IMMEDIATELY.
In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties, intending to be legally bound, hereby agree to the following terms and conditions:
I. Parties and Agreement
As used in this Agreement, “Customer,” “you,” “your,” or “yours” refers to the party that is utilizing the Service. Other capitalized terms used in this Agreement have the meaning provided in the Definitions section of this Agreement.
If you purport to be acting on behalf of any other person, company, or entity, you hereby warrant and affirm that you have the actual authority to so act for that person, company, or entity. You agree to assume all responsibilities created by this Agreement if the person, company, or entity you purport to represent disclaims your representation or is found to have not acted through your actions, and your misrepresentation shall be deemed a material breach of this Agreement.
Platform Solution & Middleware: Subject to the terms and conditions of this Agreement, ARIVE will provide a hosted Platform solution to Customer as a hosted software as a service (“SaaS”) offering on a non-exclusive, personal, nontransferable, non-assignable, non-sublicenseable, revocable basis. Customer may use the Platform during the Term for the following purposes only and only in connection with Customer’s mortgage loan transactions with consumers (“Consumers”): (a) allow Customer’s Authorized Users (as defined below) to access and use the Platform solely through the means availed through this Agreement; and (b) allow Consumers to access and use the Consumer Portal solely as set forth in this Agreement.
If ARIVE and/or Wizni provides Customer with software that must be installed in Customer’s own servers or third-party cloud servers to facilitate exchange of data between the Platform and systems, Third Party Services and other software or products used by Customer or its Consumers (“Middleware”), then Customer’s permitted use of the Platform also includes the right to install the Middleware in Customer’s own servers or third-party cloud servers, and to use the Middleware on a non-exclusive, personal, nontransferable, non-assignable, non-sublicenseable, revocable basis only in connection with the Platform. ARIVE and Wizni are not liable for any failure in communication between the Platform and Customer’s Middleware caused by a failure to install, update, or otherwise maintain any applicable Middleware or a failure of the Middleware to function properly.
All rights not expressly granted to Customer under this Agreement are reserved to ARIVE. Except for software that must be installed in Customer’s own servers or third-party cloud servicers to facilitate exchange of data between the Platform and applicable Middleware, Customer is not entitled to possess a copy of the software for the Platform or any part thereof.
By using the Platform or the Services, accessing the Subscriber Areas, or otherwise utilizing the Services or Software made available through the Website, you agree to the terms contained in this Agreement as well as the Terms of Use and Privacy Policy made available on the Website, as updated from time to time by ARIVE. To the extent any conflict or difference exist between this Agreement and any Terms of Use or Privacy Policy contained on the Website, this document shall control. ARIVE reserves the right to update and change this Agreement from time to time without notice by posting a new version of this Agreement on its Website or otherwise making it available to you. Any new features implemented shall become subject to this Agreement. Continuing to use the Services after any such changes or feature implementations shall constitute consent to such changes and acceptance of any new, changed, or modified terms or provisions. If you do not agree to the terms of this Agreement, you may not utilize our Services.
Platform Compliance
Customer expressly acknowledges that the Platform is a software tool to be used by Customer only for administrative functions in connection with its business, including mortgage applications and loan transactions with Consumers. All decisions to make loans or to make credit or other decisions in connection with loans (whether based on use of the Platform or otherwise), and compliance with all applicable laws, rules, and regulations, including applicable laws, rules and regulations issued or administered by the Consumer Financial Protection Bureau and other federal and state regulators, remain at all times solely the responsibility of Customer. Customer hereby certifies and attests that the workflows contained in and the final features and functionality of the Platform implemented for Customer’s use are or will be in compliance with applicable laws, rules and regulations. Customer agrees that neither ARIVE, Wizni nor the Platform are (i) agents of Customer, or (ii) lenders, creditors, consumer reporting agencies or decision-makers with respect to any interaction or transaction with Consumers. To the extent that the Platform provides any content for Customer’s use (e.g., disclosure output, suggested forms, templates, state specific agreements, etc.), it is solely Customer’s responsibility to evaluate the accuracy, completeness, compliance and usefulness of any such content, to ensure its accuracy, completeness, and compliance, to decide whether to use or rely on such content, and to decide whether such content, or use or reliance on the content, is compliant with all applicable laws, rules, and regulations, including applicable laws, rules and regulations issued or administered by the Consumer Financial Protection Bureau and other federal and state regulators. The Platform, ARIVE, and Wizni do not represent or warrant that any content provided for Customer’s use complies with legal requirements applicable to Customer; rather, such content is provided as an accommodation only on an “as-is” basis, and Customer must determine whether and how to use it. Neither the Platform nor any content for Customer’s use provided through the Platform will be deemed to be credit, underwriting, accounting, financial, compliance, legal, or tax advice, and neither ARIVE nor Wizni have or accept any liability for any use of, or modification to, such content by and/or on behalf of Customer.
Required Consents, Agreements and Compliance
The Platform allows Customer to solicit and receive Customer Data from, and exchange Customer Data with, Consumers in electronic form via the Website. Customer Data may include information and materials containing or consisting of Nonpublic Personal Information or other information regulated by applicable laws, rules, and regulations. Prior to allowing a given Consumer to use the Website, Customer will: (i) provide the Consumer with all applicable required privacy notices and related state and federally required disclosures, and secure from such Consumer all consents required under applicable laws, rules, and/or regulations for such information and materials to be lawfully provided to, stored in, and used by the Platform and Wizni and its Suppliers, Third Parties, agents and subcontractors as necessary for ARIVE and Wizni to lawfully perform hereunder and do all acts related thereto described in this Agreement (including exercising any licenses granted hereunder); and (ii) secure from such Consumer all consents necessary to use and receive electronic communications, records and electronic signatures.
Customer is making use of the Platform as a mortgage broker or non-delegated correspondent and as such must maintain all required state and local licenses and registrations and comply with all applicable state or local bond and other licensing and registration requirements. Customer hereby warrants to ARIVE that Customer is compliant with all licensing and registration requirements, and acknowledges that ARIVE does not provide, avail, or allow unlicensed use of the Platform. Further, Customer acknowledges that certain states may require specific consumer-facing disclosures to be acknowledged, signed and or accepted and agreed to prior to consummating a broker-borrower relationship. Customer agrees that Customer shall enter into any such required agreements with Consumers prior to inviting them to use the Website.
Additionally, Customer acknowledges and accepts that use of a web-based platform such as the Platform and reliance on any and all documentation to be sent, accepted, acknowledged and stored is a regulated activity governed by the Electronic Signatures in Global and National Commerce Act, a 2000 federal statute that establishes the legal equivalency of electronic contracts, electronic signatures and other electronic records with their paper counterparts, as well as state laws related to electronic records, signatures, transactions, and like matters. Customer is solely responsible for ensuring that Consumers have duly consented and are in compliance with this regulation prior to engaging in covered transactions on the Platform.
Customer agrees to use best efforts to maintain all such consents throughout the term of this Agreement. However, because Consumers may withdraw such consents, or such consents may expire, Customer will notify ARIVE immediately upon such withdrawal or expiration. Customer will ensure that it complies with all applicable laws, rules, and regulations pertaining to its business and/or the collection, use or disclosure of any Customer Data, and that Customer’s use of the Platform, including in marketing Customer’s products and services and in the origination and processing of loans, comply with all applicable laws, rules, and regulations.
II. Definitions
As used in this Agreement the following defined terms will have the following meanings:
“Access Credentials” means any username, identification number, password, license or security key, security token, PIN or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Platform.
“Authorized User” means you and those employees, agents and independent contractors who are individually authorized by you and ARIVE to access the Platform.
“Confidential Information” means any and all trade secrets, business and financial information, and other proprietary information or data disclosed between ARIVE and Customer or incorporated in materials or products provided by or to Customer through the Services. Confidential Information does not and will not include information that: (i) is or becomes generally known to the public through no fault of or breach of the Agreement by a receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use Confidential Information; or (iv) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure.
“Customer” means the person, entity or subscriber to this agreement (“you”).
“Customer Data” means, other than Resultant Data, information, data and other content, in any form or medium, including Customer Confidential Information, that is collected, downloaded or otherwise received, directly or indirectly from Customer or an Authorized User by or through the Platform or that incorporates or is derived from the processing of such information, data or content by or through the Platform.
“Customer Systems” means Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Customer or through the use of third-party services.
“De-Identified” means to be processed or rendered in such a manner as to remove personal identifiable information such that the information cannot be used to identify an individual.
“Documentation” means any manuals, instructions or other documents or materials that ARIVE provides or makes available to Customer in any form or medium and which describe the functionality, components, features or requirements of the Platform or Materials, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.
“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.
“Losses” means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
“Materials” means any and all information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by ARIVE or any subcontractor in connection with the Services or otherwise comprise or relate to the Services. For avoidance of doubt, Materials include Resultant Data and any information, data or other content derived from ARIVE’s monitoring of Customer’s access to or use of the Services, but do not include Customer Data.
“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.
“Personal Information” means any information that does or can identify a specific individual or by or from which a specific individual may be identified, contacted or located. Personal Information includes all “nonpublic personal information” as defined under the Gramm-Leach-Bliley Act, “protected health information” as defined under the Health and Insurance Portability and Accountability Act of 1996, “Personal Data” as defined in the EU Data Protection Directive (Directive 95/46/EEC), “Personal Information” as defined under the Children’s Online Privacy Protection Act of 1998, and all rules and regulations issued under any of the foregoing.
“Privacy Policy” means the most recent version of the privacy policy posted on the Website as updated from time to time.
“Representatives” means, with respect to a party, that party’s and its affiliates’, employees, officers, directors, managers, owners, consultants, agents, independent contractors, service providers, sublicensees, subcontractors and legal advisors.
“Resultant Data” means information, data and other content that is derived by or through the Services from processing Customer Data and is sufficiently different from such Customer Data that such Customer Data cannot be reverse engineered by ordinarily-available means or otherwise identified from the inspection, analysis or further processing of such information, data or content.
“Services” means the Platform software, program, Website, application(s), functionality, or operations available through the Website or any other remotely accessible application or process.
“Software” means ARIVE’s and Wizni’s proprietary computer programs underlying the Services.
“Subscriber Areas” means the Platform and/or those portions of the Website that only an Authorized User may utilize upon login into such Authorized User’s Account.
“Third Party Service” means a third-party product, service or system provided by a third-party and not by Wizni or ARIVE, and “Third Party Service Provider” means the owner, licensor, provider or operator of a Third-Party Service. Any identification of specific Third-Party Services or Third Party Service Providers in this Agreement is not intended to be exclusive.
“Terms of Use” means the most recent version of the terms of use posted on the Website as updated from time to time.
“Website” means websites operated by ARIVE for use of the Platform, including https://<yourdomain>.myarive.com, https://<yourdomain>.my1003app.com, or your custom URLs configured for accessing the Platform.
III. Accounts and Access to Services
A. Accounts: To access the Services, you must register, or have previously established, an account on the Website corresponding to a specific access package (an “Account”). When creating an Account, you will be required to provide certain personal information about yourself and establish Access Credentials. ARIVE reserves the right to suspend or terminate your Account if any information provided is inaccurate, false or misleading.
B. Grant of License: Subject to the terms and conditions of this Agreement and the payment of any applicable subscription fees (the “Subscription Fee”), ARIVE grants you a non-exclusive, personal, non-transferable, non-assignable, non-sublicensable, revocable license to use the Services during the Term for the following purposes only and only in connection with Customer’s mortgage loan transactions with Consumers: (a) allow Customer’s Authorized Users to access and use the Platform solely through the means provided by the Platform; and (b) allow Consumers to access and use the Consumer Portal portion of the Platform solely through the means provided by the Platform (the “License”).
C. Access Credentials
i. Access Credentials are the sole responsibility of Customer. Customers and Authorized Users are encouraged to use long and complex passwords that have not been previously used in any way elsewhere to prevent unauthorized access in the event of a “brute force,” “credential stuffing,” or other form of cyber-attack. Access Credentials may not be disclosed to, shared with, or distributed to others, and you agree to take full responsibility for any activities or actions occurring under your Account. You are responsible for safeguarding the Access Credentials and for any activities or actions under your Account, whether or not you have authorized such activities or actions. ARIVE will not be liable for any loss or damage arising from your Account or your failure to comply with the above requirements or otherwise protect your Access Credentials. If your Access Credentials are lost, stolen, or otherwise compromised, you must immediately notify us either by email support@arive.com or by telephone at 408-829-4505.
ii. You acknowledge and agree that you are solely responsible for ensuring that each Authorized User is aware of the material terms of this Agreement, and that no person who is not an Authorized User be allowed access to the Services. Each Authorized User must have his or her own Access Credentials. The number of Authorized User to whom access is granted (i.e., the number of Access Credentials authorized) is controlled entirely by the specific access package selected by Customer.
D. Transferability: Accounts are not transferable and you may not share your Access Credentials with others or allow others to use your Account other than as set forth herein. You alone are responsible for keeping your Access Credentials private and confidential and hereby assume any and all risks associated with a violation of this provision. IN THE EVENT THAT YOUR ACCESS CREDENTIALS ARE USED TO ACCESS OUR SERVICES IN VIOLATION OF THIS PROVISION, EITHER WITH YOUR KNOWLEDGE OR THROUGH YOUR NEGLIGENCE, YOU HEREBY ACCEPT ANY ASSOCIATED LIABILITY AND AGREE TO INDEMNIFY US FOR ANY AND ALL COSTS, EXPENDITURES, LIABILITIES, FINES, JUDGMENTS, PENALTIES, REIMBURSEMENTS, OR ASSESSMENTS ASSOCIATED WITH THE IMPROPER USE OF YOUR ACCESS CREDENTIALS.
E. Capacity: The Platform may be utilized only by persons at least 18 years of age. The Services are not intended for anyone under the age of 18. Persons who have been deemed incompetent by a court of law, or who otherwise lack contractual capacity, may not utilize the Services.
F. Third Parties
i. Third Party Service Providers: ARIVE may use third party service providers to help develop and maintain the Platform, to provide specific Services offered through the Platform, and to help service your Account. You agree that the terms and conditions of this Agreement, including all disclaimers of warranties and limitations of liability, inure to the benefit of any third party service providers engaged by ARIVE. All references to ARIVE are deemed to include its agents and service providers. All agents and service providers of ARIVE will be authorized to use your personal information only for the purpose for which they are hired.
ii. Third Party Information: Please be aware that when you are on the Platform, you could be utilizing services or directed to sites that are beyond ARIVE’s control. ARIVE is not responsible for the content of any linked service or site owned or controlled by a third party. ARIVE reserves the right to terminate any link or third party service at any time. ARIVE provides such third party links and services only as a convenience to you. ARIVE has not endorsed, tested or verified any information, programs, companies, or services on sites to which it links. If you decide to access any third party sites or services linked to the Platform and/or provide any personally identifiable information to such, you do so subject to the terms and policies applicable to those sites and services and entirely at your own risk.
ARIVE may provide you information from third parties as part of the Platform. Unless expressly stated, ARIVE does not represent, endorse or guarantee the accuracy, completeness, timeliness, reliability or suitability of any information provided by third-parties. You agree that ARIVE is not responsible for third party information accessible through the Platform, and that you use such information at your own risk.
IV. Subscription Fee, Payment and Taxes
A. You agree to pay any applicable fees for the Services, which fees may be agreed upon in a separate written agreement by the parties or as set forth in the pricing information on the Website. If the parties have entered into a separate pricing agreement, those terms shall control. All amounts payable by you under this Agreement, including any fees for optional or upgraded Services, will be paid without setoff or counterclaim, and without any deduction or withholding. All charges associated with your account are due in full and payable in advance.
B. Subscription Fees are nonrefundable. No refunds shall be issued for previously-paid amounts or for partial use or non-use of the Platform. However, if ARIVE elects in its discretion to terminate this Agreement because it is no longer offering the Platform or any part of the Services (as described in the following section), then in that case ARIVE will provide a pro-rata refund of prepaid annual subscriptions for any remaining time periods that have been prepaid.
C. Platform enhancements may increase or add new fees and charges at any time and in ARIVE’s discretion for any existing Services you are using, unless you have a separate, written agreement with ARIVE that indicates otherwise.
D. You shall be liable for all applicable taxes (past, present and future), including any use and sales taxes, which may be collected by ARIVE as a convenience to you or are required to be collected by ARIVE pursuant to any federal, state or local regulation(s) pursuant to your use of the Services.
V. Subscription Period; Termination
A. Unless otherwise agreed to in writing between the parties, the term of this Agreement begins upon your acceptance (by clicking “I Accept”) and shall continue for the period for which you have paid for a subscription (typically monthly or annually). Thereafter, the Agreement shall automatically renew for successive equivalent periods unless either party notifies the other of its intention not to renew at least thirty (30) days before expiration of the then-current term. The initial term and any renewal terms are referred to in this Agreement as the “Subscription Period.”
B. ARIVE may terminate this Agreement at any time and terminate your access to and use of the Services if ARIVE ceases to offer the Platform or any part of the Services or you fail to comply with any of the terms of this Agreement. Either party may also terminate this Agreement, for any reason whatsoever, in its sole discretion, by giving the other party written notice of its election not to renew this Agreement at least thirty (30) days prior to end of the then- current Subscription Period. Upon any termination of this Agreement, the License shall simultaneously terminate, and you shall promptly (within five (5) days) return or destroy any ARIVE Confidential Information in your possession. If requested by ARIVE, you shall certify in writing to ARIVE that all copies of ARIVE’s Confidential Information have been returned or destroyed.
C. Payment of the Subscription Fee for any subsequent Subscription Period will become due upon renewal. If you have previously provided a payment mechanism to satisfy applicable access fees or other fees or costs, you hereby authorize ARIVE to bill you through the previously provided payment mechanism unless you provide an alternate payment mechanism for a subsequent Subscription Period prior to the expiration of the current Subscription Period. If the previously-provided payment mechanism fails, or if your account otherwise goes into arrears, you agree that ARIVE may assess late fees of 1.5% of the outstanding balance per month on any and all past-due amount(s). If payment is not rendered when due, ARIVE is under no obligation to continue rendering Services and may suspend, disable, or terminate your Account at its sole discretion and without prior notice to you.
D. We strongly recommend that you export all data associated with your account before terminating your subscription to the Platform. Although ARIVE may retain data for a period of time, we are not required to do so and may delete data as described below.
VI. Intellectual Property Rights
A. Ownership of Products and Software: Customer acknowledges and agrees that ARIVE retains all right, title and interest in and to the Services and the Materials, including all copyrights, patents, trademarks, trade secrets and all other intellectual property rights in the same. No rights in or to the Services and the Materials are granted to Customer except the limited License specifically granted in this Agreement. Customer acknowledges that it shall not acquire any copyright ownership or other similar right, or any other ownership or intellectual property rights in or to the Services, the Materials or other property owned by ARIVE as a result of this Agreement. You acknowledge and agree that any suggestions, ideas, enhancement requests, recommendations or other feedback provided by you relating to the Services (“Feedback”), whether provided by you directly or indirectly, orally or in writing, or through third party tools we may utilize to solicit Feedback from time to time, shall be owned by ARIVE and to the extent you own any right, title or interest in or to such Feedback, you hereby assign and agree to assign to ARIVE all such right, title and interest in and to the Feedback without cost or expectation of remuneration.
B. Customer Data
i. Ownership of Customer Data: You shall retain all title to and ownership of Customer Data. You grant ARIVE (and its service providers and affiliates, to the extent those affiliates are working for ARIVE) a limited, irrevocable, non-exclusive, royalty-free, transferable, global license to access, store, process, and use Customer Data for the purposes of providing Services and/or complying with its obligations under this Agreement or as otherwise authorized by the Privacy Policy, which is incorporated into this Agreement by reference. ARIVE will not disclose, sell, assign, lease, or otherwise dispose of or commercially exploit Customer Data in any manner other than as set forth herein, including pursuant to the Privacy Policy, without your prior consent, except to the extent such disclosure or use is required by Law or court order. The foregoing restrictions on Customer Data shall not apply to De-Identified data, which may be used by ARIVE and its affiliates for any purpose, as further disclosed in the Privacy Policy. ARIVE will establish and maintain commercially reasonable safeguards to protect against the unintended destruction, loss, or alteration of Customer Data in its possession. In addition, you agree that we may share information with our lender partners about Platform usage, such as user behavior, patterns of usage, product searches, or when you select a lender or apply a particular lender’s product to a loan application or make a change to the lender.
ii. Retention of Customer Data: Upon termination of this Agreement for any reason, ARIVE may retain Customer Data for a reasonable limited period of time to facilitate business or operational needs, to assist with future Customer return to the Services, or for other legitimate purposes or as required by applicable Law. ARIVE, however, is under no obligation to retain Customer Data and may irrevocably delete or otherwise dispose of Customer Data.
iii. Storage: ARIVE permits Customer to store basic data and information on the Platform (subject to Customer’s compliance with these terms); however, ARIVE reserves the right to limit storage or to throttle access or otherwise impose limitations if usage is deemed excessive or otherwise interferes with other customers’ use of the Platform in ARIVE’s sole discretion. If made available by ARIVE in its discretion, additional storage space or duration may be purchased by Customer for an additional charge at then-current rates. While ARIVE facilitates storage of documents in order to process loan applications, the Platform is not intended to serve as a long-term storage or archiving service. All documents uploaded to the Platform, including documents uploaded by you or by borrowers with whom you are working may be deleted by ARIVE in its sole discretion and without prior notification, 36 months after the date such documents were uploaded.
C. Information Privacy and Data Security: Although data security risks cannot be completely eliminated, ARIVE will take commercially reasonable precautions to protect Customer Data. Your use of our Services and the accompanying decision to provide information to us, however, is completely voluntary. Accordingly, you agree to hold ARIVE and its Representatives harmless for any improper or unlawful acquisition of your information by any third party. You hereby agree to protect the Customer Systems from risks that could lead to data security incidents. In the event that a data security incident can be traced to a security deficiency or failure attributable to you or your Computer System(s), YOU AGREE TO HOLD ARIVE HARMLESS FOR ANY SUCH DATA SECURITY INCIDENT AND TO INDEMNIFY ARIVE FOR ANY COSTS, FINES, FEES, ASSESSMENTS, OR OTHER EXPENDITURES INCURRED TO INVESTIGATE, REMEDIATE, OR OTHERWISE ADDRESS THE DATA SECURITY INCIDENT.
D. Affirmative Restrictions: You hereby agree that you will not, directly or indirectly, do or allow to be done through you any of the following:
i. Alter or modify any part of the Services or Materials;
ii. Copy or duplicate, or permit a third party to copy or duplicate, any aspect of the Services or Materials;
iii. Modify, translate, or create derivative works of the Services or Materials;
iv. Decompile, decipher, reverse engineer, disassemble, or otherwise reduce or attempt to derive or discover the source code, algorithms, specifications, architecture, or other elements of the Services or Materials;
v. Create any link to the Services or frame or mirror the content contained thereon, or accessible from, the Platform;
vi. Create, control, or operate any service, company, entity, or operation competing directly with the Services.
vii. Sublicense, transfer, sell, resell, lease, assign, give, distribute or disclose the Services or Materials, or any license to access the Services or Materials to any third party.
viii. Remove, disturb, hide, or obscure any copyright or trademark notices embedded within or on the Services or Materials or tamper with, remove, or otherwise attempt to defeat any security system used by ARIVE in the Services to prevent the unauthorized copying of the Services or Materials.
The provisions of this section shall survive the expiration or termination of this Agreement.
VII. Acceptable Use Policy
A. Unacceptable Use: ARIVE requires that all customers and other users of the Services conduct themselves with respect toward others. ARIVE hereby implements and enforces the following policies related to your use of the Services, to which you agree by accepting the terms of this Agreement:
i. Abusive Behavior: You shall not harass, threaten, or defame any person or entity; contact any person who has requested no further contact; use any slurs against any person or group; or otherwise engage in any abusive or threatening behavior.
ii. Privacy: You shall not violate the privacy rights of any person; collect or disclose any personal address, social security number, or other personally identifiable information without the person’s affirmative consent and permission; or cooperate in or facilitate identity theft or fraud.
iii. Intellectual Property: You shall not infringe upon the copyrights, trademarks, trade secrets, or other intellectual property rights of any person or entity or reproduce, publish, or disseminate software, audio recordings, video recordings, photographs, articles, or other works of authorship without the written permission of the copyright holder.
iv. Hacking, Viruses, and Network Attacks: You shall not access any computer, computer network, or communications system without authorization, including the computers used to provide the Service; attempt to penetrate or disable any security system; intentionally distribute a computer virus, launch a denial of service attack, or in any other way attempt to interfere with the functioning of any computer, communications system, or website; or attempt to access or otherwise interfere with the accounts of other users of the Services.
v. Spam: You shall not send bulk, unsolicited emails (“Spam”) or sell or market any product or service advertised by or connected with Spam; facilitate or cooperate in the dissemination of Spam in any way; or violate the CAN-SPAM Act of 2003 or any other similar Laws or other Laws designed to prevent or control unsolicited emails.
vi. Fraud: You shall not issue fraudulent offers to sell or buy products, services, or investments; mislead anyone about the details or nature of a commercial transaction; or commit or attempt to commit fraud in any other way.
vii. Violations of Law: You shall not violate or attempt to violate any Law.
B. Consequences of Violation: Violation of this Section, or the Agreement, may lead to suspension or termination of your Account(s), notification to regulatory and/or governmental bodies, or legal action against you. In addition, you may be required to pay for the costs of investigation and remedial action related to violations of this Section or this Agreement. To the extent your conduct constitutes a violation or suspected violation of any Law, you agree and consent that ARIVE may provide any and all relevant information to law enforcement personnel for purposes of investigating a violation or alleged violation of Law. ARIVE reserves the right to take any other remedial action it sees fit.
C. Reporting Unacceptable Use: Anyone with information about a violation of this Section or Agreement shall promptly report it via email to support@arive.com, and include, to the extent known, the date and time (with time zone) of the violation and any identifying information regarding the violator, including the email or internet protocol (IP) address, along with any other available information that can identify the violator, as well as details of the violation.
D. Revision of Acceptable Use Policy: ARIVE may, from time to time, update this Section or any other acceptable use policy by posting a new version on the Platform and notifying you of such change. The new version will become effective on the date of such notification.
VIII. Limitations, Disclaimers, and Wavier of Warranties
A. YOU ACKNOWLEDGE AND AGREE THAT ARIVE IS NOT A LENDER OR BROKER AND DOES NOT ACCEPT APPLICATIONS FOR, OR MAKE DECISIONS REGARDING, LOAN APPLICATIONS, LOANS, OR EXTENSIONS OF CREDIT. ARIVE IS NOT A FINANCIAL INSTITUTION. ARIVE IS NOT LICENSED BY, AUTHORIZED BY, OR REGISTERED WITH ANY STATE OR FEDERAL REGULATORY OR GOVERNMENTAL BODY IN CONNECTION WITH THE SERVICES OFFERED THROUGH THE PLATFORM. ARIVE IS NOT YOUR AGENT, NOR IS IT AN AGENT OF ANY LENDER OR BORROWER. ARIVE IS A TECHNOLOGY COMPANY OFFERING THE USE OF ITS SOFTWARE AND CLOUD-BASED PLATFORM FOR OTHERS TO CONDUCT BUSINESS OR FIND OTHERS OFFERING OR SOLICITING LOANS OR OTHER FINANCIAL OFFERINGS. PARTIES UTILIZING THE ARIVE SERVICES TO INTERACT OR ENGAGE IN BUSINESS WITH OTHER PARTIES DO SO AT THEIR OWN RISK AND OF THEIR OWN ACCORD, AND ARE SOLELY RESPONSIBLE FOR RESEARCHING, VALIDATING, AND UNDERSTANDING THOSE OTHER PARTIES, THE SPECIFIC FINANCIAL POSTURES OF THOSE PARTIES, AND ANY CONTRACTUAL DUTIES OR OBLIGATIONS CONTEMPLATED, SOLICITED, OFFERED, ACCEPTED, OR OTHERWISE UNDERTAKEN WITH THOSE PERSONS OR ENTITIES. ARIVE DOES NOT ENDORSE, RECOMMEND, OR MAKE OTHER REPRESENTATIONS REGARDING THE USERS OF ARIVE’S SERVICES TO OFFER OR SOLICIT LOANS OR EXTENSIONS OF CREDIT. BORROWERS AND LENDERS ARE SOLELY RESPONSIBLE FOR RELATIONSHIPS, LOANS, OFFERINGS, REPRESENTATIONS, AND/OR CONTRACTUAL OBLIGATIONS OFFERED OR SOLICITED THROUGH ARIVE’S SERVICES. BY USING ARIVE’S SERVICES, YOU AGREE THAT NEITHER ARIVE NOR ITS REPRESENTATIVES ARE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY DAMAGES, COSTS, FEES, FINES, ASSESSMENTS, OR OTHER HARMS RELATED TO OR ARISING FROM YOUR RELATIONSHIP WITH ARIVE OR YOUR RELATIONSHIP WITH ANY LENDER OR BORROWER UNDERTAKEN THROUGH OR IN CONNECTION WITH OUR SERVICES, AND YOU AGREE TO THE INDEMNIFICATION PROVISIONS PROVIDED ELSEWHERE IN THIS AGREEMENT.
B. You hereby represent and warrant that (1) you are compliant with all applicable Laws controlling any lending or financial offerings or operations you are offering or promoting; and (2) you have obtained any and all necessary licenses or registrations, and have satisfied all other regulatory or other obligations related to your offered lending or financial operations or services.
C. Except as otherwise provided herein, TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, THE SERVICES AND MATERIALS ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS AND ARIVE DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, POSSIBILITY OF USE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS IN CONNECTION WITH THE SERVICES AND MATERIALS.
D. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ARIVE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OR PROVIDED BY THE WEBSITE, PLATFORM, SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE WEBSITE, PLATFORM, SERVICES AND MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE WEBSITE, PLATFORM, SERVICES AND MATERIALS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
E. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ARIVE, ITS PARENTS, SUBSIDIARIES, AFFILIATES, THIRD PARTY SUPPLIERS, AND ALL OF THE AFOREMENTIONED PARTIES’ RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS SPECIFICALLY DISCLAIM, AND SHALL NOT UNDER ANY CIRCUMSTANCES INCUR, ANY LIABILITY (WHETHER UNDER FEDERAL OR STATE LAW OR IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE AND WHETHER FORESEEABLE OR NOT) FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE ARISING OUT OF OR IN ANY WAY RELATED TO ACCESS TO OR USE OF THE WEBSITE, PLATFORM, SERVICES AND MATERIALS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES RELATING TO LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A VIRUS, WORM, TROJAN HORSE PROGRAM OR DISABLING CODE (REGARDLESS OF THEIR SOURCE), LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF ARIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. YOU ASSUME THE RISK IN USING THE WEBSITE, SERVICES, PLATFORM, AND MATERIALS AS WELL AS TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. In no event shall ARIVE’s total liability to you for all damages exceed the amount of five dollars ($5.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
IX. Choice of Law and Dispute Resolution
A. Choice of Law: This Agreement is governed by the laws of the State of Delaware without regard to any conflict of law rules.
B. Venue: Subject to the Arbitration provisions set forth below, the parties hereby agree that any action or claim brought in connection with, or based in any way upon, this Agreement, or any action or claim brought by Customer against ARIVE, regardless of whether that claim sounds in contract, tort, or otherwise, including any decision to enforce an arbitration award, will be brought only in Santa Clara County or Contra Costa County, California, and that any attempt for such a claim to be brought in another location shall be deemed null and void. The parties hereby manifest their intent to submit to the jurisdiction of the federal and state courts located in Santa Clara County or Contra Costa County, California for all claims falling within the scope of this provision.
C. Arbitration: The parties agree that any controversy, claim, or action arising out of or relating to this Agreement, or the breach thereof, shall be settled by final and binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (including the Optional Rules for Emergency Measures of Protection). The arbitration shall take place in Santa Clara County or Contra Costa County, California before a single arbitrator. Judgment on any award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
X. Limitation on Time to File Claims
YOU AGREE THAT ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS HEREBY AGREED TO BE WAIVED AND PERMANENTLY BARRED.
XI. General Indemnification
A. Direct Indemnification: You agree to defend and indemnify ARIVE and its Representatives, parents, subsidiaries, agents, affiliates, successors, and assigns for any Losses, claims, expenses, or costs of any kind, including reasonable attorney fees, arising from your, or your Authorized User’s, (1) use of the Services, (2) failure to comply with the Agreement or Terms of Service, (3) negligence, actions, or omissions, (4) violation or alleged violation of any Law, or (5) violation or alleged violation of the rights of any third party.
B. Third-Party Claim Indemnification: You agree to defend, hold harmless and indemnify ARIVE and its Representatives, parents, subsidiaries, agents, affiliates, successors, and assigns from and against any third-party claims, suit, or proceeding, or for any Losses, expenses, or costs of any kind, including reasonable attorney fees, arising out of or related to your, or your Authorized User’s alleged or actual use of, misuse of, or failure to use the Services, including (1) claims by your customers, users, subscribers, and/or employees, and (2) claims related to unauthorized disclosure or exposure of personally identifiable information or Confidential Information.
C. Indemnified Claims: “Indemnified Claims” means third party claims arising out of or related to (a) the alleged or actual infringement of any third party’s valid US patent, copyright, or trademark by ARIVE or the Services, or (b) ARIVE’s gross negligence. ARIVE will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof, provided that you will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that Customer admit wrongdoing or liability or subjects Customer to any ongoing affirmative obligations.
XII. Force Majeure
A. In no event will ARIVE or its Representatives be liable or responsible, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any payment obligation) when and to the extent such failure or delay is caused by any circumstances beyond ARIVE’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake, pandemic, explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or other national or regional shortage of adequate power or telecommunications or transportation. Either party may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of 30 days or more.
B. In the event of any failure or delay caused by a Force Majeure Event, ARIVE shall give prompt written notice to you stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
XIII. Promotional Materials
During the term of this Agreement, you acknowledge that ARIVE may list your name, trademarks and service marks on its Website or Platform, advertising materials, and lists of customers for the purpose of promoting its services and identifying you as a current customer of ARIVE. You may terminate the rights granted under this Section at any time upon written notice to ARIVE.
XIV. Assignment
ARIVE may transfer or assign this Agreement (and any benefits or obligations hereunder) at any time to an acquirer or successor in interest of ARIVE, whether by assignment, merger, consolidation, acquisition of all or substantially all of the assets or equity interests of ARIVE, or otherwise. You may not assign this Agreement to any other party without ARIVE’s prior written approval.
XV. Entire Agreement
This document, which includes the Privacy Policy and Terms of Use posted and maintained on the Website as updated from time to time (incorporated herein by reference), and any ordering document executed by the parties, is the entire agreement between ARIVE and Customer. No other agreements, statements, representations, assertions, claims, or promises made prior to, or contemporaneous with, this Agreement that alter, contradict, or otherwise purport to influence this Agreement have any effect and are expressly excluded from the Agreement between ARIVE and Customer. Notwithstanding the foregoing, if the parties have entered into a separate written agreement covering the Platform, Services, or other matters provided for in this Agreement, then to the extent of any conflict between such documents, the terms of such separate agreement shall control.
XVI. Severability
If any portion, provision, or term of this Agreement is determined to be unenforceable, illegal, or invalid, that portion, provision, or term will be excluded from this agreement to the extent it is unenforceable, illegal, or invalid. The remainder of this Agreement shall continue and remain in effect provided that the exclusion of any term does not materially change or frustrate (1) the intent of the parties or (2) the economic substance of this Agreement between the parties.
XVII. Interpretation
The words “include,” “includes” and “including” shall mean without limitation, and any listing thereafter is not exhaustive.
XVIII. Changes
We reserve the right, in our sole discretion, to modify the terms of this Agreement at any time. If a revision is material, as determined by us, we will provide at least 15 days’ notice prior to any new terms taking effect. By continuing to access or use the Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Services.
XVIV. Contact Us
If you have any questions about this Agreement, please contact us by email at info@arive.com or by mail at ARIVE, LLC, c/o Wizni, Inc., 5000 Executive Parkway, Suite 312, San Ramon CA 94583.
The following Pro Addendum applies to all Users who have signed up for the ARIVE Pro Services.
PRO ADDENDUM TO PLATFORM SUBSCRIPTION AGREEMENT
Last updated: May 1, 2022
THIS PRO ADDENDUM (“ADDENDUM”) TO THE ARIVE PLATFORM SUBSCRIPTION AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU AND ARIVE, LLC, A WHOLLY-OWNED SUBSIDIARY OF WIZNI, INC. (“WE”, “US”, OR “ARIVE”) REGARDING YOUR USE OF THE ARIVE PLATFORM, INCLUDING ANY SUBSEQUENT VERSIONS OR UPGRADES (THE “PLATFORM”). BY CHECKING THE “I AGREE” CHECKBOX OR USING THE ARIVE PRO SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS ADDENDUM. IF YOU DO NOT AGREE TO THE TERMS OF THIS ADDENDUM, YOU ARE NOT ENTITLED TO USE THE PRO SERVICES AND MUST DISCONTINUE USE IMMEDIATELY.
In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
I. Pro Services
In addition to the Services generally provided to Authorized Users of the Platform, ARIVE has made available certain additional services and capabilities as described more fully below (“Pro Services”) to Authorized Users who desire to utilize some or all of the Pro Services.
In addition to the specifics relating to the Pro Services set forth below, the Pro Services form part of the Services, as defined in the Agreement, and remain subject to all the requirements and obligations set forth therein. Capitalized terms used but not defined herein, have the meanings assigned to them in the Agreement.
Pro Services are provided on an optional basis at an additional cost, in the amount set forth on the ARIVE website or as announced from time to time. Your obligations for fees, payments and taxes will be handled as set forth in the Agreement.
Pro Services include any services identified and offered as Pro Services from time to time by ARIVE in its sole discretion.Initial Pro Services may include:
II. Additional Obligations Relating to the Pro Services
You are responsible for the confidentiality and protection of Customer Data. While the enhanced capabilities of the Pro Services provide additional ways to transmit, store and utilize data that can be helpful for your business, you must take extra precautions to ensure the safety and security of Customer Data. All Pro Services are provided on an “as-is” basis, and you are solely responsible for whether and how you use the Pro Services.
In addition to the confidentiality, compliance, and security provisions set forth in the Agreement, the following provisions apply:
A. API Integration. ARIVE is making API integration, using Zapier or any other programmatic data-access interface, that may be provided by ARIVE from time to time (collectively, “APIs”), available to you, expressly subject to the following conditions, representations and agreements:
(i) You confirm and represent that you have the requisite technical expertise to understand the APIs and to handle any data received, stored or transmitted via the APIs in a professional and secure manner, including in compliance with applicable data security and privacy laws.
(ii) You currently have in place, or prior to the use of any APIs will implement, the ability to store and maintain any data transferred into or out of ARIVE in a confidential and secure manner, as well as the ability to handle data removal and data deletion requests that may be submitted by Consumers under applicable law, including notifying third parties with whom you may work who have access to such data. You will comply with all applicable requirements for obtaining consent from Consumers for your receipt, storage and handling of Customer Data. To the extent restricted by applicable law, you also agree not to export any Customer Data outside of the United States.
(iii) You acknowledge that the APIs are provided “as-is” and without warranty of any kind. Prior to implementing the APIs, you will take reasonable steps, including quality assurance testing, to confirm that the use of the APIs is consistent with the data requirements, environments and applications you wish to connect, as well as your business needs. ARIVE expressly disclaims any liability for use of the APIs, including any errors, loss of data or otherwise. Use of the APIs is subject to all other exclusions of warranties and limitations of liability set forth in the Agreement.
(iv) You represent that you are an Authorized User and not a software vendor or technology provider, and you agree to use the APIs solely for the purposes of enabling transactions with Consumers of ARIVE. In particular, you agree not to use the APIs or provide the APIs to any other software vendor or technology provider for other purposes, including to build any technology or services, whether or not competitive with the technology and Services offered by ARIVE.
(v) You agree not to alter or modify the APIs or to create derivative works thereof. You agree not to decompile, decipher, reverse engineer, disassemble, or otherwise reduce or attempt to discover the code or other elements of the APIs. You agree not to use the APIs to mirror any ARIVE content (other than individual records accessible on an individual basis that you have a legal right to access). You may not sublicense, transfer, sell, resell, lease, assign, give, distribute or disclose the APIs to any third party. You may not remove or obscure any copyright or trademark notices embedded in or provided with the APIs.
(vi) You accept all risks and liabilities associated with use of the APIs, including any risk of incidents, breach, or data exposure resulting from your use of the APIs, and agree to indemnify and hold harmless ARIVE and its Representatives, parents, subsidiaries, agents, affiliates, successors, and assigns for any Losses, claims or costs of any kind, as set forth in the Agreement.
B. E-Sign. You acknowledge that use of the Pro Services e-sign capabilities will involve the receipt of additional documents, signatures, and information from Consumers of a confidential nature, and agree to take precautions to maintain the confidentiality and security of such documents and information. Additional details will be made available towards when the e-Sign service is launched (currently anticipated in June 2022).
C. Additional Pro Services. To the extent additional Pro Services are made available from time to time, you agree to utilize all such services and capabilities with appropriate professional care and to take precautions necessary to protect the confidentiality of Customer Data and to minimize potential exposure to ARIVE. This obligation will apply to all future Pro Services, without the need for any amendment to this Addendum to specifically list such Pro Services or to warn about the possible risks of utilizing such Pro Services.
D. Pro Services Account. Access to Pro Services will be managed and maintained at the brokerage company level and all users and branches in the company (who are not on a self-paid plan) will be upgraded to Pro Services at the relevant Pro Services fee schedule, in the amount set forth on the ARIVE website or as announced from time to time.
III. IP Ownership and License
ARIVE retains all right, title and interest in and to the Pro Services and the Materials (including the Zapier application or other API structure, interface details and documentation), including all copyrights, patents, trademarks, trade secrets and all other intellectual property rights in the same. No rights in or to the Pro Services and the Materials are granted to you except the limited License specifically granted below. You shall not acquire any copyright ownership or other similar right, or any other ownership or intellectual property rights in or to the Pro Services, the Materials or other property owned by ARIVE as a result of this Addendum.
Subject to the terms and conditions of this Addendum, the Agreement and the payment of any applicable Subscription Fee, ARIVE grants you a non-exclusive, personal, non-transferable, non-assignable, non-sublicensable, revocable license to use the Pro Services during the Term only in connection with your mortgage loan transactions with Consumers of ARIVE, and only in accordance with the terms set forth in this Addendum, including the restrictions and representations and warranties set forth herein relating to the use of APIs.
IV. Other
We reserve the right, in our sole discretion, to modify the terms of this Addendum at any time. If a revision is material, as determined by us, we may provide at least 15 days’ notice prior to any new terms taking effect. By continuing to access or use the Pro Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Pro Services.
If you have any questions about this Addendum, please contact us by email at info@arive.com or by mail at Arive, LLC, c/o Wizni, Inc., 5000 Executive Parkway, Suite 312, San Ramon CA 94583.