Ivy Pay Usage Terms

This Ivy Pay Usage Terms is a legal agreement between you ("you"), the entity or person who obtains payment processing services offered in the Ivy Pay app and platform ("Services"), and I V Y Labs, Inc. ("Ivy"). The Ivy Pay Usage Terms, our Terms of Use, our Privacy Policy, our Business Associate Agreement (if applicable) and any other terms agreed to in writing by you and us, referred to collectively as “Terms” govern your use of the Services. Your patients’ or any entities’ in the role of the patient use of the Services will be governed by a different set of terms.

If you downloaded the Ivy Pay app from the Apple App Store, these Terms incorporate by reference Apple's Licensed Application End User License Agreement for purposes of which you are the "end user". If you downloaded the App from the Google Play Store: These Terms incorporate by reference Google's Android Market Terms of Service. If you access the Ivy Pay platform through the Site, these Terms apply.

Your use of Services constitutes your agreement to Terms. You may not access or use any Services unless you agree to abide by all the terms and conditions of these Terms.

Changes to Terms or Services

We may modify the Terms at any time, in our sole discretion. If we do so, we'll let you know either by posting the modified Terms on the Services or through other communications. It's important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Services, you are indicating to us that you agree to be bound by the modified Terms. If you don't agree to be bound by the modified Terms, then you can't use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Feedback

We welcome feedback, comments and suggestions for improvements to the Services ("Feedback"). You can submit Feedback by emailing us at support@talktoivy.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Roles

Ivy offers payment processing services through its Ivy Pay app and platform and is a Payment Services Provider ("PSP"), not a bank, money transmitter, or Money Services Business ("MSB") and we do not offer banking or MSB services as defined by the Unites States Department of Treasury. All charges may be facilitated through Ivy's payment processor and banking partners (e.g., Bank of America, Braintree, a division of PayPal, Chase, Fifth Third, First Data, Key Bank, Silicon Valley Bank / First Citizens, Stripe, Inc., Wells Fargo, etc.) and so subsequently by using the Services, you agree to be bound by processing partners terms including the Stripe Connected Account Agreement, as updated from time to time, incorporated by reference and located at stripe.com/legal/connect-account. Ivy reserves the right to select, change or substitute its payment partners, acquirers and sponsor banks at its sole discretion without prior notice.

If you are sole proprietor, you affirm that you are personally responsible and liable for your use of the Services. If you are the person representing your legal entity ("Representative"), you represent and warrant that you are authorized to use the Services and provide Services with required information on the legal entity's behalf.

Eligibility

Ivy provides Services and access to an Ivy Pay app to only businesses that Ivy deems eligible for Services.

You agree that your use of Services will comply with federal PCI and HIPAA and other federal, state and local laws and regulations that affect your utilization of Services. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

To help the government fight financial crime, Federal regulation requires certain financial institutions including PSPs to obtain, verify, and record information about the beneficial owners of certain legal entity customers. Federal regulation also requires certain financial entities including PSPs to comply with the Payment Card Industry Data Security Standards ("PCI-DSS") and when applicable the Fair Credit Reporting Act ("FCRA") as well as the Payment Application Data Security Standards ("PA-DSS"), collectively "PCI Standards". Legal entities can be abused to disguise involvement in terrorist financing, money laundering, tax evasion, corruption, fraud and other financial crimes. Requiring the disclosure of key individuals who own, control or represent a legal entity (i.e., Representative, Beneficial Owner(s) and the Control Owner) helps law enforcement investigate and prosecute these crimes. PSPs must collect all required beneficial ownership information from you in accordance with FinCEN's Beneficial Ownership Rule. Upon Ivy's request, you agree to promptly provide Ivy with information required to comply with Federal regulations under this paragraph.

In order to be eligible for Services, you or your Representative must provide Ivy with accurate and complete information including your business name, address, email, phone number, tax identification, bank account owner identification, nature of your business or activities and certain other information about you or your legal entity that Ivy requires.

Ivy requires additional information to identify each person or Representative, including the name, street address, telephone number, Social Security, date of birth and government-issued identification about your beneficial officers, principals and Representatives.

Until you have submitted this required information, and Ivy has approved, your Ivy Pay app and Services will be furnished to you on a preliminary basis.

You agree to provide Ivy with supplemental documentation upon request. Ivy may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative's identity, and assess the risk associated with your business. This additional information may include but is not limited to: articles of incorporation, passports, driver's license, business license, business invoices, copies of government-issued identification, bank account or other information related to your business, its beneficial owners, principals or representatives. Ivy may require you to provide a personal or company guarantee.

You agree that the identity information provided is complete and accurate to the best of your knowledge and authorize Ivy, directly or through third parties, to make inquiries or verify that this information is accurate (for example, through social media or third party databases). You specifically authorize Ivy to request a consumer report that contains your name and address. If you have submitted the required information, and Ivy is unable to approve you for the specific reason that Ivy is unable to verify the information in a given third party database, in these instances in accordance with FCRA, Ivy will provide you with a notice of adverse action and contact information for the appropriate third party database, so you can request a disclosure and dispute inaccurate information.

You agree that if you are a provider of health care services, you have all the professional licenses or other certifications required under applicable state or federal laws or regulations to provide medical treatment, including remote consultations, in each jurisdiction where you provide such treatment. You agree that if you are using the Services on behalf of any entity other than yourself you have the authority to do so. The Services is not for use of any material deemed illegal or unauthorized by state, federal or other laws or regulations.

In order to use Services, you must provide Ivy with an accurate email address and a self-selected password. To order to use Services, you must have a compatible mobile device, access to the Internet and certain necessary software and hardware, as Ivy may stipulate from time to time. Ivy is not responsible for any fees or charges that may apply for the use of your mobile services and Internet You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken under them. You must not share your access credentials with or allow their use by any other person or entity except for you. You are responsible for keeping your account, including your access credentials, secure from unauthorized third-party access or use. You must promptly notify us of any suspected or actual breach or unauthorized use thereof. You are responsible for all access to and use of the Services using your access credentials including all acts and omissions.

You acknowledge and agree that you are fully, unconditionally, and financially responsible for all payment disputes, chargebacks, customer claims, reversed payments, invalid transactions, unauthorized activity, negative account balances, and any associated network, chargeback, or administrative fees (collectively, "Payment Liabilities") incurred in connection with your Ivy Pay account. Ivy and its Payment Partners shall have the immediate right, without prior notice, to set off and deduct any Payment Liabilities, processing fees, platform fees, or other monetary obligations owed by you to Ivy under these Terms from: (i) Any incoming processed transaction funds or settlement balances currently held by Ivy or its Payment Partners on your behalf; and/or (ii) Any secondary or reserve funds maintained on the Ivy Pay platform under your account. To the extent your settlement balances or incoming transaction funds are insufficient to cover any outstanding Payment Liabilities or fees owed to Ivy, you hereby grant Ivy, its Payment Partners, and their respective designated financial institutions an explicit, continuing, and irrevocable authorization to initiate electronic funds transfers via the Automated Clearing House (ACH) network to debit funds directly from your designated bank payout account (or any successor checking/savings account linked to your Ivy Pay account). This ACH debit authorization applies to any one-time, recurring, or variable amounts necessary to satisfy your outstanding Payment Liabilities, negative balances, or administrative fees incurred under these Terms. You acknowledge that all ACH transactions authorized hereunder must comply with applicable rules and operating guidelines issued by Nacha (National Automated Clearing House Association) and federal banking regulations. You represent and warrant that you are an authorized signor on the designated bank account and have the legal authority to grant this direct debit mandate. This ACH direct debit authorization shall remain in full force and effect until all financial obligations, potential chargeback liabilities, and negative balances owed by you under these Terms are satisfied in full. You may revoke this ACH authorization only by providing written notice to support@talktoivy.com at least thirty (30) days prior to closing your account; provided, however, that any such revocation shall not affect Ivy's right to initiate ACH debits for Payment Liabilities incurred prior to the effective date of revocation or during any post-termination chargeback exposure window. If an ACH debit initiated by Ivy is returned unpaid or rejected due to insufficient funds (NSF), account closure, or uncollected funds, Ivy reserves the right to re-initiate any failed ACH debit in accordance with Nacha Operating Rules. You shall reimburse Ivy for all costs of collection, including court costs, legal fees, and collection agency commissions, incurred in enforcing its rights under this Section.

You acknowledge and agree that you are solely and exclusively responsible for ensuring that all billing practices, fee structures, invoice line items, convenience fees, surcharges, administrative fees, cash discounts, and fee pass-throughs implemented by you or through your use of the Services comply at all times with: (i) Applicable federal, state, and local laws, statutes, and regulations (including state restrictions or bans on credit card surcharging, consumer protection laws, and unfair trade practices acts); (ii) All bylaws, operating regulations, core rules, and standards issued by Visa, Mastercard, Discover, American Express, and any other payment network utilized by the Services (collectively, "Card Network Rules"); and (iii) All applicable federal and state healthcare billing regulations, statutes, and guidelines, including without limitation the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b), the Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a), state corporate practice of medicine and professional fee-splitting prohibitions, and any applicable commercial insurance, Medicare, Medicaid, or TRICARE provider network agreement prohibitions regarding balance billing, cost-sharing modifications, or patient co-pay surcharges. To the extent you elect to assess any surcharge, processing fee, convenience fee, or cost-recovery fee on a patient or client paying via credit card, debit card, or HSA/FSA card through the Services, you represent, warrant, and covenant that: (i) You have verified that such fee or surcharge is legally permissible under the laws of the jurisdiction in which your practice operates and where the patient resides; (ii) You have satisfied all mandatory advance notification requirements required by Card Network Rules; (iii) The fee or surcharge does not exceed the maximum percentage capped under Card Network Rules (e.g., 3.0%) or your actual cost of acceptance, whichever is lower; (iv) Clear, prominent, and itemized disclosures are provided to the patient prior to transaction authorization and set forth explicitly on the transaction receipt; and (v) You do not assess card surcharges on debit card transactions, prepaid cards, or HSA/FSA card transactions, as strictly prohibited under Card Network Rules and federal law. Ivy does not provide legal, clinical, tax, or regulatory advice, and Ivy's provision of customizable fee fields within the Services does not constitute endorsement or validation of your billing practices. You assume sole legal and financial responsibility for all charges, surcharges, and fee pass-throughs assessed against your patients. You shall fully defend, indemnify, and hold harmless Ivy, its underlying payment processors, acquiring banks, and their respective officers, directors, employees, and agents from and against any and all claims, patient disputes, regulatory investigations, governmental fines, civil monetary penalties, card network assessments, or legal fees arising out of or resulting from your billing practices, fee pass-throughs, or alleged non-compliance with applicable laws, Card Network Rules, or healthcare regulations.

In order to settle the payments you have accepted to your bank account or other instrument while using Services, you must provide to Ivy identity and settlement information (such as your bank account information). Upon submitting this information in the Ivy Pay app, you agree that the bank account (including bank routing and account number) is owned by you, the information you provide is accurate, and Ivy may use this information for the purpose of funds settlement as well as account identify verification. If you do not provide identity and settlement information, you will not be able to accept additional payments, and unless you provide identity and settlement information promptly, the Bank will refund to your payers all of the payments you have accepted. Finally, if at any time Ivy is unable to verify that the identity information you provided is correct and up-to-date, then, unless you provide verifiable information promptly, (a) Ivy will disable your access to Services so that you cannot accept additional payments, and (b) the Bank will refund to your payers all of the payments that you have accepted but not settled. Neither the Bank nor Ivy will have any liability to you for your inability to accept payments or for refunds.

Pursuant to Section 6050W of the Internal Revenue Code (IRC § 6050W), Treasury Regulations § 1.6050W-1, and applicable state tax laws, Ivy or its Payment Partners are required to file annual information returns (IRS Form 1099-K, "Merchant Card and Third-Party Network Payments") with the Internal Revenue Service (IRS) and applicable state revenue departments reporting the gross payment volume processed on your behalf during each calendar year. You agree to provide Ivy with a valid, accurate, and verified Taxpayer Identification Number (TIN), which may be an Employer Identification Number (EIN) or Social Security Number (SSN), alongside your exact legal business or personal name as registered with the IRS or Social Security Administration. By accepting these Terms or submitting your tax details through the Services, you certify under penalties of perjury that: (i) The TIN provided to Ivy is correct and corresponds to the legal entity or individual registered on your Ivy Pay account (or you are waiting for a TIN to be issued); (ii) You are a U.S. citizen, lawful permanent resident, or domestic legal entity authorized to conduct business in the United States (or have properly completed an applicable IRS Form W-8 certifying foreign status); and (iii) You are not subject to backup withholding because: (A) you are exempt from backup withholding, (B) you have not been notified by the IRS that you are subject to backup withholding as a result of a failure to report all interest or dividends, or (C) the IRS has notified you that you are no longer subject to backup withholding. If you fail to provide a verified TIN, if the IRS notifies Ivy or its payment processors that the TIN provided does not match IRS records (an IRS "B-Notice"), or if you fail to certify your TIN under penalties of perjury, Ivy and its payment processors are required under IRC § 3406 to deduct and withhold statutory backup withholding taxes (currently 24% under federal law, plus any applicable state backup withholding rates) from all gross settlement payouts processed on your behalf. Any backup withholding amounts remitted to the IRS or state tax authorities are non-refundable by Ivy and must be claimed directly on your annual tax returns. You are solely responsible for keeping your legal name, business address, email address, and TIN updated within the Ivy Pay application. Ivy is not responsible for misdirected or delayed tax statements resulting from your failure to maintain accurate contact details.

Ivy maintains comprehensive technical, physical, and administrative safeguards designed to protect the confidentiality, integrity, and security of payment transaction data and Protected Health Information (PHI). These safeguards include SSAE 18 / SOC 1 Type II and SOC 2 Type II certified data center controls, Payment Card Industry Data Security Standard (PCI-DSS) Level 1 compliance, FIPS 140-2 validated encryption protocols at rest and in transit (TLS 1.3), multi-factor authentication, and segmented network architecture. You acknowledge and agree that all payment card tokens, card-on-file vault credentials, Network Tokens (including Visa Token Service and Mastercard Digital Enablement Service tokens), customer payment profiles, historical transaction ledgers, and payment metadata generated through or stored within the Services (collectively, "Platform Payment Assets") are proprietary platform assets owned, managed, and controlled exclusively by Ivy and its designated payment processors. Ivy grants you a limited, non-exclusive, non-transferable, revocable license to access and utilize Platform Payment Assets solely through the Ivy Pay application and platform for the purpose of initiating authorized billing, collecting payment for health care services rendered, and reviewing payment history during the term of your account. Nothing in these Terms grants you, your practice, or any third party any direct ownership interest, intellectual property right, or unencumbered extraction right in or to any raw cardholder data, primary account numbers (PANs), or vaulted payment tokens. To preserve operational continuity, ensure PCI-DSS compliance, prevent service interruption for your ongoing patient billing, and safeguard platform data integrity, Ivy reserves the absolute right to maintain, manage, transfer, or re-map all Platform Payment Assets across its underlying payment processors, acquiring banks, secure vaults, or gateway partners. In the event Ivy transitions, multi-homes, or migrates its backend payment processing operations to a successor payment processors, you explicitly authorize Ivy and its current payment processors to perform a secure PCI Level 1 token-to-token migration or token export/import on your behalf without requiring separate patient re-authorization or re-entry of payment credentials.

You acknowledge that information you provide and which Ivy collects from you may affect our assessment of your overall risk of your business. You acknowledge that Ivy may grant you, based on our assessment and your continued compliance to these Terms, the right to use Services. The Terms will remain in full force and effect as long as you continue to access or use the Services. You acknowledge that such information which Ivy collects from you and which may affect our assessment of our overall risk of your business, your violation of these Terms, a requirement by applicable regulatory authorities, or a change in any applicable federal, state or local government laws, rules or regulations would render access to Services and conduct under Terms unlawful may lead to suspension or termination of your Services. You may terminate the Services by discontinuing use of the Services and notifying us. Upon any termination, your access to the Services will be terminated with immediate effect. The Terms survive the termination of these Services for any reason whatsoever. Subject to applicable law and our Business Associate Agreement (If applicable), Ivy reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to Services in its sole discretion. Ivy may periodically update your information as part of Ivy's underwriting criteria and risk analysis procedures. Failure to provide required information promptly may result in suspension or termination of your Services. Ivy may terminate access to Services at any time for any reason.

HIPAA, BAA and Health Data

Ivy Pay is designed to be HIPAA-secure from the ground up so you can be assured of your use of Ivy Pay in a HIPAA-compliant manner. We take security seriously with safeguards including encryption and firewalls to protect your data. Ivy Pay's secure app access using strong TLS encryption and validation certificates to ensure of a secure connection between Ivy Pay and your mobile phone.

The Ivy HIPAA Business Associate Agreement (BAA) is included automatically, when applicable, in our standard terms of service for Covered Entities. If you have an Ivy Pay app already, you use of your Ivy Pay app is already safeguarded by our BAA. You can access the BAA and obtained a signed copy for your records via your ivy Pay app's settings functions.

You understand and agree, to the extent applicable, that Ivy will be a “business associate” of yours (as defined in the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its related regulations and amendments from time to time, (collectively “HIPAA”) for the purposes of HIPAA, pursuant to our Business Associate Agreement.

The Services may allow you and your patients or other entities to enter, submit or otherwise transmit to Ivy data or other information related to you, your patients or other entities. The Services may also contain data or other information, related to you, your patients or other entities, that was created on the Services by you, your patients or other entities. All such data is “Health Data” when it would qualify, in context, as patient health data (“PHI”) were it property of a Covered Entity, as those terms are defined in HIPAA. For the avoidance of doubt, the terms of the Business Associate Agreement will control when applicable, with regard to Health Data.

Health Data including patient records of any kinds in your Ivy Pay app are protected with safeguards that protect against unauthorized access: SSAE 16 SOC 1 Type II, SOC 2 Type II, PCI-DSS, GLBA, and HIPAA audited data centers only, FIPS 140-2 compliant encryption and multiple firewalls. All data including Health data is routinely backed up with redundant architecture so your use of Services is protected. Two factor authentication options are available for extra layers of security.

In addition to the foregoing, our collection, usage and disclosure of any data will be subject to our Privacy Policy.

Privacy Policy

We understand the importance of privacy. Please refer to our Privacy Policy for information on how we collect, use and disclose information from you and other users.

Links to Third Party Websites or Resources

The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.

Warranty Disclaimers

THE SERVICES AND CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content. We make no warranties of revenue or any level of business

Assumption of Risk and Indemnity

YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE SERVICES. YOU, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY IVY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) YOUR ACCESS TO OR USE OF THE SERVICES OR CONTENT OR (II) YOUR VIOLATION OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE SERVICES.

You will defend, indemnify and hold Ivy harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from: (a) your breach of these Terms; (b) your use of the Site; (c) your alleged violation of any statute, ordinance, or regulation; or (d) any action by a third party against Ivy that is based on (i) your use of the Services or (ii) any act or omission that results in personal injury, death, or tangible or intangible property damage (including loss of use).

Limitation of Liability

NEITHER IVY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT IVY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IVY EXPRESSLY DISCLAIMS LIABILITY FOR ANY MEDICAL, LEGAL AND ANY OTHER MALPRACTICE DAMAGE CLAIMS OR AWARDS, PAIN AND SUFFERING, PERSONAL INJURY/WRONGFUL DEATH, LOSS OF INCOME, LOSS OF CONSORTIUM, MEDICAL BILLS, LOSS OF PROGRAMS ARISING FROM OR RELATED TO YOUR OR A USER'S USE OF THE SERVICES.

IN NO EVENT WILL IVY'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR EXCEED THE GREATER OF $500 OR 3 MONTHS OF PLATFORM FEES PAID.

THE ASSUMPTION OF RISK AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN IVY AND YOU.

Modifications to the Services

Ivy reserves the right at any time or for any reason, with or without notice, to modify, or temporarily or permanently discontinue the Services, or any portion thereof. You agree that Ivy is not liable to you or any third party for any such modification, suspension, or discontinuance of the Services. Without limiting the foregoing, we will make reasonable efforts to notify you in advance of any discontinuation of the Services in their entirety.

Dispute Resolution

Agreement to Arbitrate

You and Ivy agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site or Content (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an "IP Protection Action"). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You agree that you and Ivy are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Ivy otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.

Arbitration Rules

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at https://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015820 and a separate form for California residents at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

Unless you and Ivy otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Ivy submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Ivy will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys' fees and expenses if it prevails in arbitration.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Ivy will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

Notwithstanding the provisions of the "Changes to Terms or Services" section above, if we change this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to support@talktoivy.com within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of Ivy's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Ivy in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

General Terms

These Terms constitute the entire and exclusive understanding and agreement between Ivy and you regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Ivy and you regarding the Services. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without Ivy's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Ivy may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Ivy under these Terms, including those regarding modifications to these Terms, will be given: by Ivy (i) via email; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Ivy's failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Ivy. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms or the Services, please contact Ivy at support@talktoivy.com

Last Revised: January 1, 2026