Chime User Agreement

Acceptance of Agreement

By accessing and/or using the Services, you acknowledge that you have read, understood, and agree to be bound by the following terms and conditions set forth in this Agreement. If you do not agree with these terms and conditions, you may not access or use the Services.

Privacy Notice

Please read the Chime U.S. Privacy Notice carefully for information relating to our collection, use, and disclosure of your personal information. By accessing or using the Services you agree to Chime’s Privacy Notice.

Use of Chime Services

You may not use the Services in any manner that may impair, overburden, damage, disable or otherwise compromise (i) Chime’s Services; (ii) any other party’s use and enjoyment of the Services; or (iii) the services and products of any third parties including, without limitation, any device through which you access the Application (the “Authorized Device”). You agree to comply with all applicable laws and regulations governing the downloading, installation and/or use of the Application, including, without limitation, any usage rules set forth in the online application store terms of service.

Updates to Application

From time to time, Chime may automatically check the version of the Application installed on the Authorized Device and, if applicable, provide updates for the Chime Application (“Updates”). Updates may contain, without limitation, bug fixes, patches, enhanced functionality, plug-ins and new versions of the Chime Application. By installing the Application, you authorize the automatic download and installation of Updates and agree to download and install Updates manually if necessary. Your use of the Application and Updates will be governed by this Agreement (as amended by any terms and conditions that may be provided with Updates). Chime reserves the right to temporarily disable or permanently discontinue any and all functionality of the Application at any time without notice and with no liability to you.

Eligibility

You must be at least eighteen (18) years old to use the Services. By agreeing to this Agreement you represent and warrant to us: (i) that you are at least eighteen (18) years old; (ii) that you have not previously been suspended, removed or deactivated from the Services; (iii) that you are a legal resident of the United States; and (iv) that your registration and your use of the Services is in compliance with any and all applicable laws and regulations.

Accounts

a.  Account Creation. In order to use the Services, you must create an account (an “Account”) with Chime. You agree that the information you provide to Chime upon registration and at all other times will be true, accurate, current, and complete, and that you will keep this information accurate and up-to-date at all times.  We also request that you create a password for your Account. You agree not to disclose your password to anyone else, and you also agree that you will be solely responsible for any activities or actions taken in your Account, whether or not authorized by you. Please notify us immediately of any unauthorized use of your password or Account. We are not liable for any loss or damage from your failure to comply with these requirements.

b.  Identity Verification. You hereby authorize Chime, directly or through third parties, to make any inquiries we consider necessary to validate your identity and/or authenticate your identity and Account information. This may include asking you for further information and/or documentation about your identity, or requiring you to take steps to confirm ownership of your email address, wireless/cellular telephone number or financial instruments, and verifying your information against third party databases or through other sources.

c.  Limitations on Accounts. You may not create more than one (1) Chime Account. Each unique mobile device may not be associated with more than two (2) Accounts. Users who attempt to associate an excessive number of mobile devices with a single Chime Account may be deemed to have violated this Agreement to the extent they are deemed by Chime to have abused the Services, and may be subject to Account suspension or closure.

Text Messages

By providing us with a telephone number for a cellular phone or other wireless device, you agree to receive autodialed and pre-recorded, non-marketing, service-related text messages from or on behalf of Chime at the phone number provided. Chime will send you news and updates, including recommendations to help make the most of your Chime-related account(s) and access select Chime features. Message frequency varies.

Further, by providing us with a telephone number for a cellular phone or other wireless device, you consent to receive autodialed and pre-recorded text messages from or on behalf of Chime at the number provided for marketing or promotional purposes. Message frequency varies. You understand that consent to marketing-related messages is not a condition of using the Services. To stop receiving marketing-related messages, you may reply STOP to any marketing-related text message you receive from Chime. After you text “STOP” to us, we will send you a text to confirm that you have been unsubscribed. After this, you will no longer receive text messages from us. If you are experiencing issues with the messaging program you can reply with the keyword “HELP” for more assistance. Standard message and data rates may apply to both non-marketing and marketing-related messages. Carriers are not liable for delayed or undelivered messages.

Push Notifications

By agreeing to this Agreement, you agree to receive push notifications from us. You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of the Services.

Third Party Websites

The Services, including our websites, may contain links to third-party websites. The linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link does not imply our endorsement of, sponsorship of, or affiliation with the linked site. You should make whatever investigation you feel necessary or appropriate before proceeding with any interaction or transaction with any of these third parties’ services or websites.

User Content

Chime does not claim ownership of the content that you provide, upload, submit or send through the Services or to Chime. You understand and agree that all materials transmitted on or through the Services are the sole responsibility of the sender, not Chime, and that you are responsible for all material you provide, upload, submit or send to or through the Services. When you provide content to Chime or through the Services, you grant Chime (and parties that we work with) a non-exclusive, irrevocable, royalty-free, transferable, and worldwide license to use your content and associated intellectual property and publicity rights in any manner and for any purpose, including to improve the Services and create other products and services. Chime will not compensate you for any of your content. You acknowledge that Chime’s use of your content will not infringe any intellectual property or publicity rights. Further, you acknowledge and warrant that you own or otherwise control all of the rights of the content you provide, and you agree to waive your moral rights and promise not to assert such rights against Chime.

Feedback

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Services (“Feedback”), then you hereby grant Chime an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty free right to exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services.

Prohibited Conduct

BY USING THE SERVICES YOU AGREE NOT TO:

(a)  breach this Agreement or any other agreement between you and Chime or violate any Chime policy;
(b)  access or use any part of the Services for any non-personal, commercial purpose;
(c)  access or use the Services for any illegal purpose or violate any law, statute, ordinance, or regulation;
(d)  attempt to gain unauthorized access to any other user’s Account;
(e)  modify or attempt to modify or in any way tamper with, circumvent, disable, damage or otherwise interfere with the Services;
(f)  access or use the Services in a way that may infringe upon the intellectual property or other rights of any third party, including, without limitation, trademark, copyright, privacy, or publicity rights;
(g)  provide false, inaccurate or misleading information;
(h)  reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services or any part thereof (including any Application), except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
(i)  modify, adapt, translate or create derivative works based upon the Services or any part thereof, except and only to the extent the foregoing restriction is expressly prohibited by applicable law;
(j)  copy, distribute, transfer, sell or license all or part of the Services;
(k)  transfer the Application to, or use the Application on, a device other than the Authorized Device;
(l)  intentionally interfere with or damage operation of the Services or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.
(m)  take any action to circumvent, compromise or defeat any security measures implemented in the Services;
(n)  use the Services to access, copy, transfer, retransmit or transcode information, Chime logos, marks, names or designs or any other content in violation of any law or third party rights or Chime’s rights; or
(o)  remove, obscure, or alter Chime’s (or any third party’s) copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed through the Services.

Modification of Agreement

Subject to Section V. q) below, Chime reserves the right, in its sole discretion, at any time to
modify, augment, limit, suspend, discontinue, or terminate any or all of the Services without
advance notice. All modifications and additions to the Services shall be governed by this Agreement, unless otherwise expressly stated by Chime in writing. Chime may, from time to time, modify the Agreement. Please check this Agreement periodically for changes. Your continued use of the Services after modifications to the Agreement are published and/or communicated constitutes your binding acceptance of such changes. In the event that a modification to this Agreement materially modifies your rights or obligations, we will make an effort to notify you of the change, such as by sending you an email to the address we have on file for you, or presenting a pop-up window or other notification to you through the Services when you log in, and we may require that you expressly confirm acceptance of the modification(s) in order to continue to use the Services.

Term

This Agreement is effective beginning when you accept the Agreement or first download, install, access, or use the Services, and ending when terminated as described in Section O.

Termination

(a)  Termination by Chime. Without limiting other remedies, Chime may immediately terminate or suspend your access to and/or use of the Chime Services and remove, subject to any regulatory retention requirements, any material from the Services or our servers, in the event that you breach this Agreement. Notwithstanding the foregoing, we also reserve the right to terminate, limit or suspend your access to or use of the Chime Services at any time and for any reason or no reason, including: (i) where we determine in our sole discretion that such action is reasonable in order to comply with legal requirements or to protect the rights or interests of Chime or any third party; or (ii) in connection with any general discontinuation of the Services. We also reserve the right to modify the Services at any time without notice to you. We will have no liability whatsoever on account of any change to the Services or any suspension or revocation of your access to or use of the Services.

(b)  Termination by You. You may terminate acceptance of this Agreement at any time by permanently deleting the Application in its entirety from the Authorized Device, whereupon (and without notice from Chime) any rights granted to you herein will automatically terminate. If you fail to comply with any provision of this Agreement, any rights granted to you herein will automatically terminate. In the event of such termination, you must immediately delete the Application from the Authorized Device.

Effect of Termination

Upon termination of this Agreement: you understand and acknowledge that we will have no further obligation to provide or allow access to your Account or the Services. Upon termination, all licenses and other rights granted to you by this Agreement will immediately cease. Chime is not liable to you or any third party for termination of the Services or termination of your use of the Services. UPON ANY TERMINATION OR SUSPENSION, ANY INFORMATION THAT YOU HAVE SUBMITTED, UPLOADED OR OTHERWISE MADE AVAILABLE ON, TO OR THROUGH THE CHIME SERVICES OR THAT WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, except as may be required by applicable law or as provided in our Privacy Policy, Chime will have no obligation to store or maintain (or delete or destroy) any information stored in our database or to forward any information to you or any third party.

Intellectual Property Rights

You hereby acknowledge that Chime owns all rights, title and interest in and to the Services and to any and all proprietary and confidential information contained therein (“Chime Information”). The Services and Chime Information, including visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, look-and-feel, and all other elements of the Services, are protected by applicable intellectual property and other laws, including patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

Chime provides its members with a personalized referral link. While Chime encourages you to promote this link, you may not create any content, including domain names, websites, social media profiles, or ads that use any Chime Intellectual Property to falsely imply a business relationship with Chime. See chime.com/IP for a non-exclusive list of Chime’s Intellectual Property. For example, you may not register a domain name incorporating a Chime trademark, such as Chimereferral.com, create a social media profile named “Chime Referral,” or purchase a paid ad driving to your referral page that incorporates any Chime trademarks.

Copyright Policy

(a) Chime respects the intellectual property rights of others and expects you to do the same. Accordingly, we will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or through the Services infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our Copyright Agent (designated below).

(b) In accordance with the Digital Millennium Copyright Act of 1998, (17 U.S.C. § 512) (“DMCA”) the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, the written notice (the “DMCA Notice”) must include substantially the following:

(i)  your full legal name, telephone number, and email address;
(ii)  identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Services, a representative list of such works;
(iii)  identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material;
(iv)  a statement by that you have a good faith belief that the disputed use has not been authorized by the copyright owner, its agent, or the law;
(v)  a statement by you made under penalty of perjury, that the information in your notice is accurate, that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
(vi)  your electronic or physical signature or the electronic or physical signature of the person authorized to act on your behalf.

(c) Our designated Copyright Agent to receive DMCA Notice is: [email protected] (*Note: This email address should only be used for formal DMCA copyright complaints. This email should NOT be used for any other general questions or complaints. If you use this email for any issue besides copyright, you will not receive a response.)

(d) If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Indemnification

To the fullest extent permitted by law, you agree to indemnify, defend and hold Chime and all of its successors, parents, subsidiaries, affiliates, officers, directors, stockholders, investors, employees, agents, representatives and attorneys and their respective heirs, successors and assigns (collectively, the “Indemnified Parties”), harmless from and against any and all claims, liabilities, losses, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by the Indemnified Parties arising out of or relating to (i) your access to, use of or alleged use of the Services; (ii) your violation of this Agreement or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You shall cooperate as fully as reasonably required in the defense of any such claim. Chime reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree not to settle any such matter without the prior written consent of Chime.

Disclaimers; No Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS REQUIRED BY LAW, CHIME DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS REGARDING THE SERVICES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. SPECIFICALLY, BUT WITHOUT LIMITATION, CHIME DOES NOT WARRANT THAT: (1) THE INFORMATION PROVIDED IN, OR THAT MAY BE OBTAINED FROM USE OF, THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE CORRECT, ACCURATE, UP-TO-DATE, OR RELIABLE; (2) THE SERVICES ARE OR WILL BE UNINTERRUPTED OR ERROR-FREE; (3) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED BY OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; OR (4) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED. YOU ASSUME ALL RISK FOR ALL DAMAGES, INCLUDING DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE OR LOSS OF DATA THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Mutual Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU, ON THE ONE HAND, NOR CHIME AND ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OPERATING, OR DELIVERING THE SERVICES, ON THE OTHER HAND, WILL BE LIABLE FOR DAMAGES TO THE OTHER FOR ANY NON-PECUNIARY, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING FOR IMPAIRMENT OF REPUTATION OR STANDING IN THE COMMUNITY, HUMILIATION, MENTAL ANGUISH, AND EMOTIONAL DISTRESS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT ANY SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AND THE INDEMNIFIED PARTIES ACKNOWLEDGE THAT NEITHER WILL BE LIABLE TO THE OTHER FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES, AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, THE INDEMNIFIED PARTIES WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION U WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

DISPUTE RESOLUTION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND US TO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH YOU OR WE CAN SEEK RELIEF UNLESS YOU OPT OUT OR ARE A “COVERED BORROWER” AS DEFINED BY THE MILITARY LENDING ACT. FOR INFORMATION ABOUT OPTING OUT, PLEASE SEE SECTION V.d) BELOW.

This dispute resolution section by binding arbitration is referred to in this Agreement as the “Arbitration Agreement.” As used in Section V, the terms “Chime,” “we,” and “us” mean Chime Financial, Inc., and its past, present, and future parents, subsidiaries, and affiliate entities. The following terms are applicable to all products and Services you receive from or through Chime, and to any interaction you have with Chime. You and Chime agree that any dispute, claim, controversy, or disagreement between you and Chime arising out of or relating in any way to this Agreement, your relationship or interaction with us, or these products or Services (collectively, “Disputes”) will be governed by the arbitration procedure outlined below. “Dispute” will also include disputes that were not noticed at the time you first became subject to this Agreement but arose or involve facts occurring before the existence of this or any prior versions of this Agreement, as well as claims that may arise after the termination of this Agreement. This Arbitration Agreement is expressly intended to bind not only you and Chime but also any third-party beneficiary of this Agreement. In particular, any person or entity who is not a direct party to this Arbitration Agreement but who seeks to assert rights or enforce obligations arising from or relating to this Arbitration Agreement, including Partner Financial Institutions, shall be deemed to have accepted and agreed to this Arbitration Agreement and shall be bound by its terms. Notwithstanding Section V.m) below, should you or we bring claims in arbitration against any such third-party(ies) that arise out of or relate to substantially similar facts or events giving rise to a Dispute with Chime that we are unable to resolve through the informal dispute resolution process described in Section V.b) below, you and we agree that such claims shall be consolidated with the Dispute to proceed as a single arbitration involving you and Chime and the relevant third-party(ies) according to the arbitration procedures provided in this Arbitration Agreement.

(a)  Governing Law. Except as otherwise required by applicable law, the Agreement and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of laws principles. These laws will apply no matter where in the world you live, but if you live outside of the United States, you may be entitled to the protection of the mandatory consumer-protection provisions of your local consumer-protection law.

The Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) applies to the Dispute Resolution provisions in this Agreement, unless mandatory arbitration is expressly forbidden by the Military Lending Act as applied to your specific circumstances. For the avoidance of doubt, to the extent state law is relevant under the Federal Arbitration Act, the law of the State of Delaware shall be applied without regard to conflict of laws principles.

(b)  Claim Notice and Informal Dispute Resolution. We want to address your or Chime’s concerns without needing a formal legal case. Before you initiate a lawsuit or arbitration against Chime, and before Chime initiates a lawsuit or arbitration against you, the initiating party must give the other party written notice describing in reasonable detail the Dispute and the supporting facts (the “Claim Notice”). Your Claim Notice must be emailed to Chime at [email protected] and include your Chime Account number, email address on file, and phone number where you (or, if you have an attorney, your attorney) can be reached. Chime’s Claim Notice to you or response to your Claim Notice will be sent to the email address we have on file for you or, if applicable, to your attorney. It is your responsibility to keep your contact information up to date. Except as otherwise required by applicable law, once a Claim Notice is sent, you and Chime shall have a reasonable opportunity over the next 60 days to resolve the Dispute on an individual basis. During this 60-day period, if requested by either party, a Chime representative and you must individually meet, in person or remotely, or speak by telephone, and make an effort to resolve the Dispute. No lawsuit or arbitration may be commenced during this 60-day period. Filing a complaint against a nonparty to this Agreement does not suffice as a Claim Notice. Unless otherwise stated in this Arbitration Agreement, any unresolved Dispute(s) must be resolved finally and exclusively by binding arbitration as described below.

Completion of this informal dispute resolution is a condition precedent to filing any demand for arbitration or small-claims court action. Filing any lawsuit or demand for arbitration before completing this informal dispute resolution is a breach of this Agreement. The limitations period will be tolled while you and Chime engage in this informal dispute-resolution process. In addition, unless prohibited by law, the arbitration administrator will not accept, administer, assess, or demand fees in connection with an arbitration that has been initiated without submission of a certification of completion of the procedures in this “Claim Notice and Informal Dispute Resolution” section, which certification must be submitted as described in Section V.e) below. If the arbitration is already pending, it shall be administratively closed.

(c)  Agreement to Arbitrate. Except as set forth under Exceptions to Agreement to Arbitrate (Section V.l)) below, you and Chime agree that any Dispute shall be resolved through final and binding arbitration to be administered by National Arbitration and Mediation (“NAM”). The parties agree that an arbitrator, and not any court, shall have the exclusive authority to resolve any dispute relating to the validity, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or part of this Arbitration Agreement is void or voidable, except that all Disputes regarding Section V.m) entitled “Class Action and Representative Action Waiver,” including any claim that all or part of that section is unenforceable, illegal, void or voidable, or that such section has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. You and Chime further agree that any Dispute must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time-barred. Likewise, you and Chime agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction. Any award of the arbitrator (as defined below in Section V.e)) is final and binding and may be entered as a judgment in any court having jurisdiction. This Arbitration Agreement continues to apply even after you have stopped receiving Services from us.

(d)  Opt-out of Agreement to Arbitrate You can decline this Arbitration Agreement by contacting [email protected] within 30 days of enrollment or of your receipt of electronic notice of this Arbitration Agreement and stating that you (include your first and last name) opt out of this Arbitration Agreement. Such an opt-out email must be sent by you personally, and not by your agent, attorney, or anyone else purporting to act on your behalf. If you opt out of the Arbitration Agreement and a Dispute arises between you and Chime at any time thereafter, before starting a lawsuit or arbitration, the complaining party must give the other party written notice describing in reasonable detail the Dispute and the supporting facts (the “Claim Notice”). Your Claim Notice must be consistent with Section V.b) and emailed to Chime at [email protected]. You are required to include your Chime Account number, then-current email address on your Chime profile, and phone number where you (or, if you have an attorney, your attorney) can be reached. We will email or mail any Chime Claim Notice to you at the email address and physical address we have on file for you. Once a Claim Notice is sent, the complaining party must give the other party a reasonable opportunity over the next 60 days to resolve the Dispute on an individual basis. Filing a complaint with a nonparty to this Agreement does not suffice as a Claim Notice. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.

(e)  Arbitration Process and Procedure. NAM will administer arbitrations under its Comprehensive Dispute Resolution Rules and Procedures then in effect (NAM’s Rules, Fees, and Forms are available at https://www.namadr.com/resources/rules-fees-forms/). If this link does not work or if you are unable to review NAM’s Rules, Fees, and Forms, please contact NAM at [email protected] or through contact information available on NAM’s website at www.namadr.com. In addition, to the extent applicable, NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures shall also apply (together with the Comprehensive Dispute Resolution Rules and Procedures, the “NAM Rules”). If NAM is not available to administer the arbitration, the parties will select an alternative arbitral forum. The arbitration shall occur through the submission of documents to one Arbitrator. If the Arbitrator determines that a hearing is necessary, the hearing shall be conducted remotely by telephone or video conference. If the Arbitrator determines that an in-person hearing is necessary, the hearing will take place in the United States county where you live or work or such other location agreed upon by both parties. Subject to the applicable NAM Rules, the parties agree that the Arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. You must submit a certification that you have complied with and completed the Claim Notice and Informal Dispute Resolution procedures requirements referenced in Section V.b) when initiating arbitration. The demand for arbitration and certification must be personally signed by you and, if represented, by your legal counsel, and submitted to NAM.

If you have a question about the arbitration process or to obtain a current copy of the NAM Rules, including but not limited to Comprehensive Dispute Resolution Rules and Procedures, Mass Filing Supplemental Dispute Resolution Rules and Procedures, and/or fee schedule, NAM’s Commercial Department can be contacted at [email protected] or through NAM’s website at www.namadr.com.

(f) Arbitration Fees. The payment of all fees shall be governed by applicable NAM Rules and fee schedules, including the “Fees For Disputes When One of the Parties is a Consumer” then in effect, except to the extent that the NAM fees and costs (including Arbitrator fees) paid by either party are reallocated upon order of the Arbitrator following a determination that (a) either party breached this Arbitration Agreement, (b) such reallocation is called for under this Agreement, or (c) reallocation is otherwise permitted under applicable law. Payment of fees will be made in accordance with the applicable NAM Rules and fee schedules, unless the Arbitrator finds that either the substance of the Dispute or the relief sought was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If Chime initiates an arbitration against you, we shall pay all fees. The applicable section of the NAM Rules and fee schedules will govern if the case is a part of a “Mass Filing” (as defined below in Section V.j)).

(g) The Arbitrator. The arbitration shall be conducted by a single neutral (the “Merits Arbitrator”). An administrative arbitrator may separately be appointed under NAM Rules. The term “Arbitrator” applies to both the Merits Arbitrator and the administrative arbitrator.

(h) Confidentiality of Arbitration and/or Mediation. All documents and materials submitted to or filed with NAM, and all communications concerning any Dispute, whether oral or written, and all testimony shall not be publicly disclosed and shall remain confidential and inadmissible in any other judicial or alternative dispute resolution proceeding, except as necessary in a proceeding to confirm or vacate the arbitration award under 9 U.S.C. §§ 9-10, as permitted under this Arbitration Agreement, or unless otherwise required by law or judicial decision or order. Any such appeal would then be subject to NAM’s Appellate Dispute Resolution Rules and Procedures. With respect to mediations, the NAM administrator, the mediator, and the parties shall keep all matters relating to the mediation proceeding, including the terms of the settlement agreement, confidential unless the parties mutually agree otherwise.

For additional protection, upon either party’s request, the Arbitrator shall issue an order requiring that confidential information (including decisions or awards) of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in the arbitration or a proceeding to enforce the arbitration award, and that any permitted court filing of confidential information must follow the court’s procedures for filing under seal.

(i) Arbitration Award. The arbitration award is binding only between the parties named in the arbitration award and will not have any effect in another arbitration or proceeding that involves a different party. The Arbitrator may award fees and costs as provided by the NAM Rules or to the extent fees and costs could be awarded in court on similar bases. This includes, but is not limited to, the ability of the Arbitrator to award fees and costs if the Arbitrator determines that a claim or defense is frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), for the purpose of harassment, or in bad faith.

(j) Mass Filing. If, at any time, 25 or more similar demands for arbitration are asserted against Chime or related parties (including Chime’s Partner Financial Institutions) by the same or coordinated counsel or related parties (a “Mass Filing”), NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures shall apply; provided, however, that if NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures conflict with this Agreement, this Agreement controls. If your case is part of a Mass Filing, any applicable contractual or statutory limitations period applicable to the claims and relief (as well as to any applicable defenses or counterclaims) must be tolled until your case is selected for adjudication, withdrawn, or otherwise resolved.

NAM shall (1) administer the arbitration demands in batches of 100 demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual demands are filed, a single batch of all those demands, and, to the extent there are fewer than 100 demands remaining after the batching described above, a final batch consisting of the remaining demands); (2) appoint one Merits Arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with, once batched, one set of fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible. All parties agree that demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issue(s) and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing administrative arbitrator according to NAM Rules to determine the applicability of the Batch Arbitration process. In an effort to expedite resolution of any such dispute by the administrative arbitrator, the parties agree the administrative arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The administrative arbitrator’s fees shall be paid by Chime. You and Chime agree to cooperate in good faith with NAM to implement the Batch Arbitration process, including the payment of single filing and administrative fees for batches of demands, as well as any steps to minimize the time and costs of arbitration, which may include (1) the appointment of a discovery special master to assist the Arbitrator in the resolution of discovery disputes and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing or creating a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.

(k) Offer of Settlement For Mass Arbitration. During a “Mass Filing,” a party may make an offer of settlement not less than 10 days prior to commencement of the arbitral hearing by serving an offer in writing upon any other party to the action to allow an award to be entered in accordance with the terms and conditions stated at that time. Any acceptance of the offer of settlement shall be in writing and shall be signed by counsel for the accepting party or, if not represented by counsel, by the accepting party. If the offer of settlement is not accepted prior to arbitration or within 30 days after it is made, whichever occurs first, it shall be deemed withdrawn and cannot be given in evidence upon arbitration. For purposes of this subdivision, the arbitral hearing shall be deemed to be commenced at the beginning of the opening statement of the claimant or claimant’s counsel, or, if there is no opening statement, at the time of the administering of the oath or affirmation to the first witness, or the introduction of any evidence. The offer of settlement shall be served on the other party in the same manner in which other papers are served in the arbitral proceeding. The offer of settlement shall not be served on the Arbitrator, except that, if the offer is accepted, either party may then file with the Arbitrator the offer of settlement and notice of acceptance together with proof of service thereof. The Arbitrator shall dismiss and close the case upon settlement between the parties under this paragraph, and the arbitration proceedings shall then be terminated. If the offer of settlement is not accepted, the offer of settlement shall not be used as evidence in the arbitration proceedings. Evidence of an unaccepted offer is not admissible except in a proceeding to determine costs. The Arbitrator can hear evidence of offers of settlement and any offering party’s request for costs and fees (e.g., filing fees, administrative fees, Arbitrator fees, and hearing fees), which shall exclude attorneys’ fees. If an offer of settlement under this subsection is rejected, and if the final award that the offeree obtains is not more favorable than the unaccepted offer, the Arbitrator may, as part of the final award, award the offeror the costs and fees, excluding attorneys’ fees, incurred after the offer of settlement was made, to be paid by the offeree. The offeree’s costs and fees liability under this subsection is capped at $5,000.00 per claimant.

(l) Exceptions to Agreement to Arbitrate. Either party can elect to have an individual Dispute resolved in small-claims court of your state or municipality if the action is within that court’s jurisdiction. Either party may also bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.

(m) CLASS ACTION AND REPRESENTATIVE ACTION WAIVER. TO THE EXTENT PERMISSIBLE BY LAW, THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED OR LITIGATED AS A CLASS ACTION, REPRESENTATIVE ACTION, COLLECTIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION (“CLASS ACTION WAIVER”). THIS MEANS THAT YOU MAY NOT SEEK RELIEF ON BEHALF OF ANY OTHER PARTIES IN ARBITRATION, INCLUDING BUT NOT LIMITED TO SIMILARLY AGGRIEVED CLAIMANTS. THE ARBITRATOR’S AUTHORITY TO RESOLVE ANY DISPUTE AND TO MAKE WRITTEN AWARDS WILL BE LIMITED TO YOUR INDIVIDUAL CLAIMS. YOU MAY ONLY RESOLVE DISPUTES WITH CHIME ON AN INDIVIDUAL BASIS, AND YOU MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED UNDER OUR AGREEMENT. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Sections V.j) entitled “Mass Filing” and Section V.k) entitled “Offer of Settlement for Mass Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this section, “Class Action and Representative Action Waiver,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Chime agree that such claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in New Castle County, Delaware. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Chime from participating in a class-wide or mass settlement of claims.

(n) Judicial Forum for Disputes. Except as otherwise required by applicable law, in the event that the Arbitration Agreement is found not to apply to you or your claims, you and Chime agree that any judicial proceeding (other than small-claims actions) will be brought in New Castle County, Delaware. Both you and Chime consent to venue and personal jurisdiction there.

(o) WAIVER OF JURY TRIAL. To the fullest extent permitted by law, we both agree to waive our right to a jury trial. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

(p) Severability Except as provided in Section V.m) entitled “Class Action and Representative Action Waiver,” if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if either Section V.j) entitled “Mass Filing” or Section V.m) entitled “Class Action and Representative Action Waiver” of this Arbitration Agreement is found under the law to be invalid or unenforceable, then the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in New Castle County, Delaware.

(q) Modification Notwithstanding any provision in this Agreement to the contrary, we agree that if Chime makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Chime websites, Application, and/or Services, including the acceptance of products and services offered on the websites and/or Application following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of this Agreement with an arbitration agreement and you did not validly opt out of arbitration, then changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. Chime will continue to honor any valid opt-outs of the Arbitration Agreement that you made to a prior version of this Agreement.

General

This Agreement, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and Chime regarding your use of and access to the Service, and except as expressly permitted above may only be amended by a written agreement signed by authorized representatives of the parties. You may not assign or transfer this Agreement or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Ageement or any of our rights or obligations under this Agreement at any time without notice. The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of paragraph headers in this Agreement is for convenience only and shall not have any impact on the interpretation of particular provisions. In the event that any part of this Agreement is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect.

Survival

In the event of termination of this Agreement or the Services, the terms in this Agreement that by their nature are continuing shall survive such termination, including but not limited to the indemnification and hold harmless obligations, disclaimers and limitations of liabilities.

Contact Information

If you have any questions regarding Chime, the products or Services, or this Agreement please contact us at 1-844-244-6363.