Last updated: October 19, 2026
The following terms and conditions (the “Terms” or “Terms and Conditions”) govern your use of the Klover Holdings, Inc. (“Klover”, “we”, "us”, “our”) websites, mobile application(s) (the “Mobile App”) (collectively, the “Platform,”), offered, operated or made available by Klover (the “Services” or the “Klover Services”). These Services include personal financial management service offerings provided or made available by Klover. Your use of any Services may also be governed by any other policies, rules and/or conditions (“Additional Terms”) made available by us to you during the sales or onboarding process.
In these Terms, “Klover Account” refers to your account with us.
Please carefully review these Terms before using this Platform, accessing the Services, or accessing any data thereon in any way. By accessing or using the Services, you acknowledge that you have read, understood and agree to be bound by these Terms.
EXCEPT AS SPECIFICALLY SET FORTH HEREIN, AND UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE, (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US THROUGH BINDING, FINAL ARBITRATION, WITH LIMITED EXCEPTIONS, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR OTHER REPRESENTATIVE PROCEEDING OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
1. ACCEPTANCE OF TERMS & ACCOUNT ELIGIBILITY
These Terms create a legal obligation and form an essential basis of the bargain between you and Klover, its successors and assigns. By accessing, browsing and/or using the Platform or the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and to comply with all applicable laws and regulations. If you do not agree to these Terms, you may not access or use the Platform or the Services.
By using the Platform or the Services represent and warrant that you are 1) a legal resident of the United States, 2) of legal age to form a binding contract with Klover, and 3) not prohibited by law from using the Platform or the Services. Klover may suspend or restrict your access to, or cancel, your Klover Account at any time, for any reason. By applying for, or using your Klover Account, you acknowledge that you have received a copy of these Terms and you understand and agree to them.
2. PRIVACY POLICY
These Terms include this document as well as Klover's Privacy Policy, which details how we handle and protect data. By agreeing to these Terms, you consent to our use and handling of data as described in the Privacy Policy, including the use of your information to support advertising, marketing, and data services that Klover's affiliates offer to their own business customers, as described in the Privacy Policy and authorized herein. We may update the Privacy Policy from time to time as described in Section 23.
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 16 years of age; if you are a child under 16 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 16 years of age, we will delete that information as quickly as possible. If you believe that a child under 16 years of age may have provided us personal information, please contact us at support@joinklover.com.
3. ACCOUNT INFORMATION ACCURACY AND UPDATES
To access Klover’s Services, you must create a Klover Account through the Platform. When you create a Klover Account, you will obtain a Login ID and password. During the process of creating a Klover Account, we will prompt you to provide us with certain information, such as, but not limited to, your name, mailing address, and email address (collectively “Account Information”).
You agree that any Account Information you provide will be accurate, current, and complete. Should any of your Account Information change, you agree to contact support@joinklover.com immediately to update your Account Information. You may not select as your Login ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
You may only open one Klover Account. You may not maintain a joint account with another person and you cannot add an authorized user to your Klover Account. You agree that you will not allow another person to use or access your Klover Account and will not share your Login ID or password with other persons. You represent that you are a legal owner of, and that you are authorized to provide us with all Account Information and other information necessary to facilitate your use of the Services.
In order to use certain Services, Klover may be required to verify your identity. You authorize us to make any inquiries we consider necessary to validate your identity. If you do not respond to such inquiries or we cannot verify your identity, we can refuse to allow you to use the Services or revoke any previously granted access.
Should you believe or have reason to believe that any of your Account Information, including your Login ID and/or password, has been compromised, or that another person is accessing your Klover Account through some other means, you agree to notify us as soon as possible at support@joinklover.com.
You represent and warrant that you are an individual of legal age to form a binding contract and you will only use the Services for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
You will not share your Login ID, account or password with anyone, and you must protect the security of your Login ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your Klover Login ID and Klover Account.
4. THIRD-PARTY ACCOUNT INFORMATION
To use the Services, you must give Klover permission to retrieve your account transaction history, balance information, or other information maintained by third parties with which you have relationships, maintain accounts or engage in financial transactions (“Third-Party Account Information”). We will use this information to provide you with the Klover Services that you request, for our own internal business purposes and to offer you other Klover products and services that may be of interest to you. By using the Services and integrating your account with any third party account or platform, you authorize Klover, as well as third-party service providers acting on Klover’s behalf, to access your Third-Party Account Information and you expressly authorize these third parties to disclose Third-Party Account Information to us.
You agree that you are responsible for maintaining the security of the passwords and usernames that you use to access any third-party sites and will keep those passwords and usernames up-to-date through the Services. Klover does not review Third-Party Account Information for accuracy, legality or non-infringement. Additionally, Klover is not responsible for your Third-Party Account Information or products and services offered by or on third-party sites.
You also acknowledge and agree that the availability of our mobile application is dependent on the third party stores from which you download the application, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications from such store, including the specific terms relating to Apple App Store set forth below. You agree to comply with, and your license to use our application is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms of Use, the more restrictive or conflicting terms and conditions in these Terms of Use apply.
You understand that any Third-Party Account Information displayed through the Services will be the information we most recently accessed, and that this information may not reflect pending transactions or other recent activity. ALL THIRD-PARTY ACCOUNT INFORMATION IS GENERATED OR MADE AVAILABLE BY THIRD PARTY PROVIDERS AND KLOVER SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY INACCURACY, INCOMPLETENESS OR STALENESS OF ANY THIRD-PARTY ACCOUNT INFORMATION ACCESSED ON, THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICES.
5. KLOVER+
Please see our Klover+ Subscription Page for more information about our Klover+ offerings and additional terms that may be applicable to your use of Klover’s Personal Financial Management Services, also known as Klover+.
6. KLOVER’S BALANCE ADVANCE SERVICE
6.1 Overview of the Balance Advance Service.
Klover offers a service that provides advances or “Balance Advance(s)” based on your anticipated income (“Balance Advance Service”). We require you to connect a Bank Account and debit card to your Klover Account so that you may receive Balance Advances and so that we may charge you for any Balance Advances or Express Fees, as described below. If you are an eligible user, you may request to receive a Balance Advance into your Bank Account at any time by logging into your Klover Account. The current applicable maximum limits for Balance Advance are available on our Pricing Page. Klover may deny your request for a Balance Advance at any time or for any reason.
If you are eligible for a Balance Advance, there are two ways to receive it:
Before you confirm a request, the Mobile App will show you the anticipated delivery time and any fee that applies.
6.2 No-Cost Balance Advances.
There is always a no-cost way to receive a Balance Advance. When you request a Balance Advance in the Mobile App, choose a standard transfer instead of an express transfer. A standard transfer is free. You do not need to pay an Express Fee, use points, or subscribe to Klover+ to receive a Balance Advance. An Express Fee applies only if you choose an express transfer.
6.3 Express Fees.
You may request that Klover expedite disbursement of a Balance Advance by paying an optional fee (the “Express Fee”). The amount of the Express Fee and the anticipated processing time for such amount will be disclosed to you through the Services at the time you request a Balance Advance. If you agree to the Express Fee, we will charge your Bank Account or debit card the amount of any applicable fee at the same time that we charge you for the Balance Advance. This means that we will add the optional Express Fee to the amount of the Balance Advance when we charge you. If you do not receive your expedited Balance Advance within a few hours, please contact support@joinklover.com.
Please see our Pricing Page for a summary of the current fees associated with an expedited Balance Advance. Express Fee amounts and payment options vary in some states. See Section 19 (State-Specific Terms).
The Balance Advance Amounts that are available above are dependent on eligibility. Please note that the fees can be offset through use of points in your Klover account if you choose to apply those points to an expedited Balance Advance. Please see our Points Program Page for more information about how points can be converted into Balance Advance credits. These expedited fees are collected at the time of repayment of the advance.
6.4 Balance Advance Charges.
Subject to your Payment Authorization (which you may revoke as described in Section 8), we may charge your Bank Account or debit card for the amount of a Balance Advance, including fees, any time after the later of: (1) a date on which we see evidence of income (such as a paycheck) deposited into your Bank Account or (2) the date selected by you through the Services. However, Klover warrants that it has no legal or contractual claim against you based on our inability to charge you or repay Balance Advance funds, but Klover may suspend your access to the Services until we are able to charge your Bank Account or debit card for a Balance Advance in full. With respect to a failure to receive the amount for a Balance Advance in full, Klover warrants it will not engage in any debt collection activities, place any amount we are unable to charge with or sell it to a third party, or report you to a consumer reporting agency. Klover does not waive any rights regarding fraudulent activity and will pursue instances of fraud. Klover is a non-recourse product and Klover users have no obligation to repay their Balance Advances. However, in the event that you do not repay your Balance Advance, Klover may limit the Services it provides you. You may cancel your participation in these Terms for provision of Balance Advance Services at any time and without incurring a fee.
6.5 Overdraft and Other Fees Assessed by Your Bank.
Your bank may charge you overdraft, insufficient funds, or other fees if your Bank Account does not have enough money to cover a debit, including a Balance Advance repayment. Klover does not charge these fees and generally is not responsible for them. However, if Klover attempts to debit your Bank Account on the wrong date or for the wrong amount, and your bank charges you an overdraft or insufficient funds fee as a result, we will reimburse you for that fee in full. To request reimbursement, contact us at support@joinklover.com and provide documentation from your bank, such as a statement or screenshot, showing the fee, its date and amount, and the related transactions. We will also reimburse any other bank fees to the extent applicable law requires.
7. FEE REFUNDS
Because Balance Advances are non-recourse, an Express Fee is collected only together with a Balance Advance repayment, and you have no legal obligation to pay it. Once collected, an Express Fee is not refundable, except as described in Sections 6.5 and 8.2 or as required by applicable law.
8. CREDIT AND DEBIT AUTHORIZATION
By requesting a Balance Advance, you authorize Klover to deposit the Balance Advance to your Bank Account. When you link your Bank Account or debit card, and before Klover debits your Bank Account or charges your debit card for a Balance Advance repayment, an Express Fee, or a Klover+ Subscription Fee, we will ask you to agree to Klover’s Electronic Payment Authorization (the “Payment Authorization”) through the Mobile App. The Payment Authorization is your authorization for those debits and charges and describes how and when they are made. Nothing in the Payment Authorization changes the non-recourse nature of Balance Advances described in Section 6.4 or our reimbursement commitments in Section 6.5.
You may revoke the Payment Authorization at any time by emailing support@joinklover.com. If you email us, please include the name and telephone number associated with your Klover Account so we can locate it. To give us a reasonable opportunity to stop a scheduled debit, please email us at least three (3) business days before the scheduled debit date. A revocation does not cancel a debit that was initiated before the revocation took effect.
8.1 Credit and Debit Indemnities, Warranties and Representations.
EXCEPT AS OTHERWISE LIMITED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY AND HOLD KLOVER HARMLESS FROM AND AGAINST ANY LOSS INCURRED AS A RESULT OF A DEBIT OR CHARGE (COLLECTIVELY IN THIS SECTION, A “TRANSACTION”) TO YOUR BANK ACCOUNT OR DEBIT CARD IF ANY OF THE INFORMATION RELIED UPON IN YOUR REQUEST TO STOP A PAYMENT IS INCORRECT OR INCOMPLETE. IF WE RECEIVE YOUR REQUEST TO STOP A PAYMENT LESS THAN THREE (3) BUSINESS DAYS BEFORE THE SCHEDULED TRANSACTION DATE, WE MAY ATTEMPT TO CANCEL THE TRANSACTION, BUT WE CANNOT GUARANTEE THAT WE WILL BE ABLE TO DO SO.
YOU WARRANT AND REPRESENT TO KLOVER THAT YOU HAVE THE RIGHT TO AUTHORIZE US TO DEBIT, CHARGE, OR CREDIT (AS APPLICABLE) YOUR BANK ACCOUNT OR DEBIT CARD FOR AMOUNTS YOU AUTHORIZE IN CONNECTION WITH THE SERVICES. IF YOU HAVE A JOINT BANK ACCOUNT, YOU REPRESENT AND WARRANT, UNLESS PROHIBITED BY LAW, THAT YOU HAVE THE AUTHORITY TO (A) BIND THE ABSENT ACCOUNT HOLDER; AND (B) AGREE TO THESE TERMS INDEPENDENTLY. TO THE EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY AND HOLD KLOVER HARMLESS FROM ANY CLAIMS BY ANY OTHER OWNER OF THE BANK ACCOUNT OR DEBIT CARD.
YOU REPRESENT THAT THE TRANSACTIONS YOU REQUEST COMPLY WITH APPLICABLE LAW.
YOU REPRESENT THAT YOU ARE CAPABLE OF SAVING OR OTHERWISE STORING A COPY OF THE PAYMENT AUTHORIZATION FOR YOUR RECORDS.
8.2 Disputed Charge Terms of Service.
The Payment Authorization remains in effect until you revoke it as described in Section 8.
You have the right to dispute any charge with your bank, including a Balance Advance repayment. We may also be able to help you resolve the issue directly. If your bank account or debit card has been lost or stolen, or you believe you are the victim of fraudulent activity, please reach out to our team at support@joinklover.com so that we can work with you and your bank to resolve the issue. If you believe we debited your Bank Account or charged your debit card for the wrong amount or on the wrong date, please contact us at support@joinklover.com. We will investigate and promptly refund any amount we debited or charged in error, and we will reimburse related bank fees as described in Section 6.5.
If you would like to cancel your Klover+ membership and would like to inquire about a refund for your most recent Klover+ membership fee, again, please contact us at support@joinklover.com.
If you dispute a Balance Advance repayment with your bank, we may provide your bank with information about the transaction, including your agreement to these Terms and the Payment Authorization. If we reasonably determine that a dispute was not made in good faith, we may temporarily suspend your ability to request new Balance Advances until the dispute is resolved.
9. POINTS PROGRAM
Please see our Klover Points Program Page for more information about our Points Program and available rewards.
10. CONSENT TO CONTACT YOU
As part of the Services, you may receive communications from us through the Services, including through prerecorded and artificial voice messages, SMS and text messages, email, and automated dialing systems ("Communications"). When signing up for the Services, you may receive a welcome message, for example, and we may contact you with service-related information, or questions about your use of the Services and/or your Klover Account. By signing up for the Services and providing us with your wireless number, you confirm that you want Klover to send you information regarding your account or transactions with us, which may include Klover using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from Klover, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Klover. We will ask for your consent separately before sending you marketing calls or text messages using an automatic telephone dialing system or an artificial or prerecorded voice, and you do not have to give that consent to use the Services. You further agree that we or third parties acting on our behalf (such as our agents, representatives, affiliates, etc.) may contact you at any telephone numbers you have provided to us even if they are for a cellular device and our contact results in charges to you. You certify, warrant and represent that any telephone number you have provided to us is your current contact number and that you are permitted to receive calls and text messages at that number. You agree to promptly alert us whenever you stop using a telephone number. Klover and our agents, representatives, affiliates and anyone calling on our behalf may use such means of communication described in this section even if you will incur costs to receive such phone messages, text messages, emails or other means. You agree to indemnify and hold Klover harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
Standard message and data rates may apply to all SMS messages (including text messages). We may modify or terminate our SMS messaging services from time-to-time, for any reason, and without notice.
You may withdraw your consent to receive Communications electronically by exercising available opt-outs in Communications or by contacting us at support@joinklover.com. If you withdraw your consent, we reserve the right to limit or close your Klover Account. If you withdraw your consent, the legal validity and enforceability of prior Communications delivered in electronic form will not be affected. Withdrawing your consent to receive Communications electronically does not, by itself, revoke your Payment Authorization. To revoke it, follow the steps in Section 8.
Your consent to receive Communications electronically is also governed by our E-Sign Consent, which is part of these Terms.
11. LIMITATIONS ON USE
11.1 Use of the Platform and Services.
You agree to use the Platform and Services only for lawful purposes. You will not use the Platform or Services to violate any applicable law, regulation, rule or ordinance of any nation, state, or locality or of any international law or treaty. You will not use the Platform or Services in a manner that could give rise to any civil or criminal liability or that is unauthorized. Unauthorized uses include, but are not limited, to unauthorized entry into Klover’s systems, misuse of passwords, or misuse of any information posted on the Platform or through the Services. Klover makes no claims concerning whether use of the Platform or Services is appropriate outside of the United States. If you access the Platform or the Services from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
You agree you will not: 1) try to reverse engineer, disassemble, decompile, or decipher the Platform or the Services or software making up the Platform and Services, 2) navigate or search the Platform or Services with any tool, software, agent, engine or other means (including bots, avatars, intelligent agents, or spiders), 3) use a means other than Klover’s provided interface(s) to access the Platform or the Services, 4) use the Platform or the Services in a way that could impair, overburden, damage, or disable any portion of the Platform or Services, or 5) mirror any material contained on the Platform or the Services.
You also represent, warrant and agree that you will not provide, contribute or upload anything to the Services or otherwise use or interact with the Platform or Services in a manner that:
11.2 Failure to Adhere to Limitations on Use.
Klover reserves the right to take various actions against you if we believe you have engaged in activities restricted by these Terms or by laws or regulations. Klover also reserves the right to take action to protect Klover, other users, and other third parties from any liability, fees, fines, or penalties. If you fail to comply with this section, we may take actions including, but not limited to: 1) updating information you have provided to us so that it is accurate, 2) limiting or revoking your access to the Platform or the Services, 3) suspending or terminating your ability to continue to use the Platform or the Services, 4) taking legal action against you (note, as described in Section 6.4, that Klover will not take action against you if we are unable to charge you for a Balance Advance), 5) holding you liable for the amount of Klover’s damages caused by your violation of these Terms.
12. SUSPENSION OR TERMINATION OF YOUR ACCOUNT
Klover may suspend, cancel, limit, or revoke your access to and use of the Platform or the Services and/or terminate these Terms and the agreement between you and Klover or your Klover Account at any time without notice, with or without cause, in our absolute discretion, to the extent permitted by applicable laws. The following sections or provisions of these Terms shall survive termination: Indemnification, Disclaimer of Warranties, Limitation of Liability & Unforeseen Circumstances, Waiver, Dispute Resolution by Binding Arbitration, and General Provisions (Entire Agreement; Assignment; Other Rights), the warranty we make to you in Section 6.4, and any other section that by its terms or nature survives termination.
Klover further reserves the right to modify or discontinue, either temporarily or permanently, any portions or all of the Platform or Services at any time with or without notice, as permitted by applicable laws. Please note that termination of your account will not automatically result in return or destruction of your data – please contact our support team to request deletion.
13. INTELLECTUAL PROPERTY RIGHTS; CONTENT ON THE SERVICES
The Platform and the Services are owned and operated by Klover. All content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, text, data, contents, names, trade names, trademarks, trade dress, service marks, layout, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, interfaces, databases, technology, and all intellectual property of any kind whatsoever and the selection and arrangement thereof (collectively, the “Klover Materials”) are owned exclusively by Klover or the licensors or suppliers of Klover and are protected by U.S. copyright, trade dress, patent, trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. Nothing on this Platform or the Services or any content made available through your use or access thereto should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Klover Materials displayed on the Platform or the Services, without our prior written permission in each instance. You may not use, copy, display, distribute, modify or reproduce any of the Klover Materials found on the Platform or the Services unless in accordance with written authorization by us. Klover prohibits use of any of the Klover Materials as part of a link to or from the Platform or the Services unless establishment of such a link is approved in writing by us in advance. Any questions concerning any Klover Materials, including whether any mark or logo is a Klover Material, should be referred to Klover. All rights related to the Klover Materials are hereby reserved.
You agree that the Klover Materials may not be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the express prior written consent of Klover. You acknowledge that the Klover Materials are and shall remain the property of Klover. You may not modify, participate in the sale or transfer of, or create derivative works based on any Klover Materials, in whole or in part.
Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the content or what actions you may take as a result of having been exposed to the content, and you hereby release us from all liability for you having acquired or not acquired content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.
The Services may contain links or connections to third-party websites or services that are not owned or controlled by Klover. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Klover is not responsible for such risks.
Klover has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Klover will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.
14. DISCLAIMER OF WARRANTIES
THIS PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, KLOVER AND ALL OF ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, STOCKHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS, ASSIGNS, LICENSORS AND SUPPLIERS INCLUDING PAYMENT CARD NETWORKS AND PAYMENT PROCESSORS (COLLECTIVELY, THE “KLOVER PARTIES”) DISCLAIM ANY OTHER EXPRESS OR IMPLIED WARRANTIES (INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE) AS TO THE CONTENT OR OPERATION OF THE PLATFORM OR THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM OR THE SERVICES IS AT YOUR SOLE RISK.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY AND ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE KLOVER PARTIES MAKE NO REPRESENTATION, GUARANTEE, OR OTHER EXPRESS OR IMPLIED WARRANTIES (INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE) REGARDING THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE INFORMATION OR CONTENT ON THE PLATFORM OR THE SERVICES.
THE KLOVER PARTIES MAKE NO REPRESENTATION, GUARANTEE, OR WARRANTY THAT THE PLATFORM OR SERVICES ARE FREE OF VIRUSES, BUGS, DEFECTS, ERRORS, OR OTHER COMPUTING ROUTINES THAT CONTAIN DAMAGING OR OTHERWISE CONTAMINATING PROPERTIES, OR PROGRAMS INTENDED TO INTERCEPT OR STEAL PERSONAL OR SYSTEM DATA.
PLEASE NOTE, THE ABILITY TO EXCLUDE WARRANTIES VARIES IN DIFFERENT JURISDICTIONS. TO THE EXTENT THAT A JURISDICTION PLACES LIMITS ON THE ABILITY FOR A PARTY TO EXCLUDE WARRANTIES, THESE EXCLUSIONS EXIST TO THE EXTENT PERMITTED BY LAW. BECAUSE OF THIS JURISDICTIONAL VARIANCE, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
KLOVER DOES NOT INTEND TO PROVIDE YOU WITH ANY LEGAL, TAX, OR FINANCIAL ADVICE THROUGH THE PLATFORM OR THE SERVICES. KLOVER IS NOT A LAWYER, TAX ADVISOR, BROKER,OR FINANCIAL PLANNER. YOU SHOULD CONSIDER CONSULTING AN ACCOUNTANT OR OTHER FINANCIAL ADVISOR AWARE OF YOUR INDIVIDUAL CIRCUMSTANCES BEFORE YOU IMPLEMENT ANY FINANCIAL STRATEGY OR MAKE ANY OTHER FINANCIAL DECISIONS.
15. LIMITATION OF LIABILITY & UNFORESEEN CIRCUMSTANCES
THE KLOVER PARTIES’ TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS (WHETHER IN CONTRACT, TORT, OR OTHERWISE AND INCLUDING LIABILITY FOR DAMAGES, LOSSES OR CAUSES OF ACTION), IS LIMITED TO USD $1,000 (ONE THOUSAND UNITED STATES DOLLARS).
YOU AGREE AND ACKNOWLEDGE THAT THE KLOVER PARTIES WILL NOT BE RESPONSIBLE, UNDER ANY CIRCUMSTANCES, TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, OR PUNITIVE DAMAGES, INCLUDING DAMAGES UNDER WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER CLAIMS, ARISING UNDER OR RELATING TO THESE TERMS AND YOUR USE OF THE PLATFORM OR THE SERVICES, THE KLOVER MATERIALS, OR ANY CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE PLATFORM OR THE SERVICES, EVEN IF KLOVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE KLOVER PARTIES WILL ALSO NOT BE LIABLE TO YOU FOR ANY USE OF INFORMATION, DATA, OR OTHER MATERIAL TRANSMITTED VIA THE PLATFORM OR THE SERVICES, OR FOR ANY ERRORS, DEFECTS, INTERRUPTIONS, DELETIONS, OR LOSSES RESULTING FROM, INCLUDING LOSS OF PROFIT, REVENUE, OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO, OR USE OF, THE PLATFORM OR THE SERVICES.
YOU ACKNOWLEDGE THAT OUR SERVICES MIGHT BECOME UNAVAILABLE FROM TIME TO TIME DUE TO CIRCUMSTANCES NOT IN OUR CONTROL (SUCH AS FIRES, FLOODS, NATURAL DISASTERS, SYSTEM FAILURES OR OTHER UNFORESEEN EVENTS). WHEN THIS OCCURS, YOU MAY NOT BE ABLE TO ACCESS YOUR KLOVER ACCOUNT OR THE PLATFORM OR THE SERVICES TO REQUEST A BALANCE ADVANCE OR FOR ANY OTHER PURPOSE. WE ARE NOT RESPONSIBLE OR LIABLE IF THIS HAPPENS.
PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR THE SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM AND THE SERVICES.
16. INDEMNIFICATION
To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless the Klover Parties from and against any and all causes of action, claims, losses, expenses, demands or liabilities, including reasonable attorneys’ fees arising out of or relating to (i) your access to, use of or alleged use of the Platform or the Services; (ii) your violation of these Terms 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. You agree not to settle any matter without the prior written consent of Klover.
17. DISPUTE RESOLUTION BY BINDING ARBITRATION
PLEASE READ THIS ARBITRATION AGREEMENT CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND KLOVER. YOU HAVE THE RIGHT TO REJECT THIS ARBITRATION AGREEMENT AS PROVIDED BELOW. THIS ARBITRATION AGREEMENT WILL APPLY TO YOU UNLESS (A) YOU ARE ELIGIBLE TO RECEIVE BENEFITS UNDER THE MILITARY LENDING ACT BY BEING A COVERED MEMBER OF THE MILITARY PERSONNEL OR YOU ARE A SPOUSE OR LEGAL DEPENDENT OF A COVERED MEMBER OF MILITARY PERSONNEL AT THE TIME YOU OPEN YOUR ACCOUNT OR (B) YOU OPT OUT OF THE ARBITRATION AGREEMENT IN ACCORDANCE WITH THE PROCEDURE OUTLINED IN SECTION 17.3.
17.1 Election to Arbitrate.
You and Klover agree that the sole and exclusive forum and remedy for resolution of a Claim will be final and binding arbitration pursuant to this Section 17 (the “Arbitration Agreement”), unless you opt out as provided in Section 17.3 below. The scope of this Arbitration Agreement is to be given the broadest possible interpretation that is enforceable.
As used in this Arbitration Agreement, “Claim” means any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you) and Klover, including without limitation disputes relating to or arising out of these Terms, and/or the activities or relationships that involve, lead to, or result from these Terms, including your relationship with us and your use of the Platform or the Services. “Claim” has the broadest reasonable meaning and includes matters arising as initial claims, counter‐claims, cross-claims, third-party claims, or otherwise. It includes any claim, defense, or dispute concerning the formation, existence, validity, enforceability, revocation, or scope of this Arbitration Agreement, any part thereof, or the entirety of the Terms. Claims are subject to arbitration regardless of whether the remedy sought is legal or equitable, including claims for compensatory, monetary and/or punitive damages, restitution and/or disgorgement, injunctive relief, and regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, regulation, ordinance, common law, or principles of equity; a data breach; or otherwise. Nonetheless, you and Klover may assert Claims in small claims court if such Claims qualify and so long as the matter remains in small claims court and advances only on an individual (non-class, non-representative) basis.
17.2 Applicable Law; Arbitrator’s Powers.
This Arbitration Agreement governs transactions involving interstate commerce. Accordingly this Arbitration Agreement shall be governed by the Federal Arbitration Act (“FAA“) and not by any state law concerning arbitration. Consistent with Section 18 below, the parties agree that applicable substantive law applies to the extent it is consistent with the FAA, as do applicable statutes of limitation and privilege rules that would apply in a court proceeding. The parties agree that the arbitrator shall be authorized to award all remedies that would be available in an individual lawsuit under applicable substantive law, including, without limitation, compensatory, statutory, and punitive damages (which shall be governed by the constitutional standards applicable in judicial proceedings), declaratory, injunctive and other equitable relief, and attorneys’ fees and costs. The arbitrator shall take steps to reasonably protect confidential information, consistent with Section 17.12 of these Terms.
If you reside in the U.S. (and as applicable to U.S. residents), certain portions of this section are deemed to be a “written agreement to arbitrate” under the FAA. You and Klover agree that we intend that this section satisfies the “writing” requirement of the FAA.
17.3 Opt-Out of Arbitration Agreement.
You may opt out of this Arbitration Agreement for all purposes by sending an arbitration opt-out notice to legal@joinklover.com, within thirty (30) days of the date that you receive notice of the Terms or electronically accept the Terms. The opt-out notice must: clearly state that you are rejecting arbitration; provide your name, address, and Login ID; and be signed by you. We must receive your opt-out notice at the specified email address (legal@joinklover.com) and within the specified 30-day period. Any opt-out notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no effect on your or Klover’s rights. No other methods can be used to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms 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.
17.4 Informal Dispute Resolution.
There might be instances when a Claim arises between you and Klover. If that occurs, Klover is committed to working with you to reach a prompt, low‐cost and mutually beneficial resolution. You and Klover agree to participate in good faith informal efforts to resolve Claims before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). You and Klover agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate.
To initiate Informal Dispute Resolution, a party must give notice in writing to the other party (“Notice”). Such Notice to Klover should be sent by email to legal@joinklover.com. The Notice must include: (1) your name, telephone number, mailing address, and e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of the Claim, including the specific relief sought. Klover will send Notice, including a description of the Claim, to your email address or regular address on file. It is your responsibility to ensure that your email and regular address are correct and remain up to date. The Notice must be signed by the party initiating the Claim (i.e., either you personally or a Klover representative).
The Informal Dispute Resolution process is a mandatory precondition to commencing arbitration. As part of this Informal Dispute Resolution process, either party has the option to ask the other to participate in an Information Dispute Resolution Conference as part of a good-faith effort to resolve the Claim. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Claim, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Claim cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.
The Informal Dispute Resolution process lasts sixty (60) days from the date of receipt of Notice from the other party or through the conclusion of the Informal Dispute Resolution Conference, if requested by either party, whichever is later. The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution. Unless prohibited by law or applicable rules, an arbitration administration provider cannot accept or administer an arbitration, nor assess any fees, absent a certification from the filing party that they have fully complied with all requirements in this Section 17.4, which certification must be accompanied by a copy of the Notice, demonstrating the filing party sent such Notice in compliance with this Section. If any aspect of this Section 17.4 has not been satisfied, a court or arbitrator may enjoin the filing or prosecution of an arbitration or other proceeding until compliance is achieved. Any attempt to satisfy this Section 17.4 through coordinated, mass, or non-individualized submissions shall not constitute compliance with this Section.
17.5 Arbitration Procedures.
If Informal Dispute Resolution does not resolve satisfactorily within sixty (60) days after receipt of a Notice, or after the completion of the Informal Dispute Resolution Conference, if such Informal Dispute Resolution Conference was requested, whichever is later, you and Klover agree that either party shall have the right to finally resolve the dispute through binding arbitration. The arbitration will be administered by the National Arbitration & Mediation ("NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration, and the account username (if applicable), as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying full compliance with the Informal Dispute Resolution process as described above and attaching the Notice provided according to that process; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. Any Demand you send to Klover should be sent by email to legal@joinklover.com. Klover will provide the Demand to your email address on file. It is your responsibility to keep your contact information up to date.
If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel’s Certification”).
Unless you and Klover otherwise agree, or the Mass Filing process discussed below is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in the county where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”).
17.6 Arbitration Fees.
Each party shall bear the expense of its own attorneys’ fees, experts, and witnesses except as otherwise provided by law. However, an arbitrator (or a Process Arbitrator, in a mass filing under Section 17.9) may order fee- and/or cost-shifting if it finds that a claim, a counter-claim, or the relief sought are frivolous or brought for an improper purpose, as measured by the standards set forth in Federal Rule of Civil Procedure 11. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.
17.7 Arbitrator.
The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties according to the NAM Rules or as otherwise agreed by the parties, provided that if the Batch Arbitration process described below is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.
17.8 Waiver of Class and Other Non-Individualized Relief.
EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE.
Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection below entitled Mass Filing. 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 subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Klover agree that that particular 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 federal or state courts of Cook County, Illinois. 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 claims between the parties that remain in arbitration are finally resolved. All other disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Klover from participating in a class-wide or mass settlement of claims.
17.9 Mass Filing.
A “Mass Filing” means twenty-five (25) or more demands for arbitration of a substantially similar nature filed against Klover (or by Klover) where the claimants are represented by the same counsel or by counsel coordinating with one another. 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 issues and seek the same or similar relief. You and Klover agree that the following staged process, together with NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures, shall apply to any Mass Filing. Any applicable limitations period (including statute of limitations) shall be tolled while the parties engage in the Informal Dispute Resolution Procedure, until either the 60-day period has elapsed or the Informal Settlement Conference is held and does not lead to a successful settlement, whichever comes later, and then again starting from the filing of your Demand, until your Claim is selected to proceed as part of the staged process as set out below, or is settled, withdrawn, or otherwise resolved. For the avoidance of doubt, the parties agree that, in addition to the scope of the procedural arbitrator’s review as set forth in NAM Rules, the procedural arbitrator shall have the authority to consider whether the Mass Filings or demand(s) for arbitration was/were filed in accordance with the terms and conditions of this Agreement, including full satisfaction of the Informal Dispute Resolution Procedure.
The arbitrators involved in a Mass Filing are encouraged to resolve the matters within 120 calendar days of appointment or as swiftly as possible thereafter, consistent with fairness to the parties. You and Klover agree to this process even though it may delay the arbitration of your Claim.
(a) Stage One: Bellwether Arbitrations. Counsel for the claimants and counsel for Klover shall each select up to ten (10) cases per side (twenty (20) cases total) to proceed first, on an individual basis, as “Bellwether Arbitrations.” NAM shall appoint a separate arbitrator for each Bellwether Arbitration in accordance with NAM’s rules, unless the parties agree otherwise in writing. No other Demand subject to this Section shall proceed in arbitration, and no administrative fees shall be assessed with respect to any other such Demand, while the Bellwether Arbitrations are pending.
(b) Stage Two: Global Mediation. After the Bellwether Arbitrations have been decided, Klover and all known claimants shall participate in a global mediation session covering all remaining demands, to occur within sixty (60) days of the last Bellwether decision, as practicable and subject to mediator availability. The parties shall share equally in the mediator’s fee.
(c) Stage Three: Batch Arbitration. If the global mediation does not resolve all remaining demands, NAM shall administer those demands in batches of up to one hundred (100) demands per batch (or, if between twenty-five (25) and ninety-nine (99) demands remain, a single batch, with any further leftover demands proceeding as a final batch). NAM shall appoint one arbitrator for each batch, and each batch shall proceed with one set of administrative fees, one procedural calendar, one hearing (if any, at a location the arbitrator determines), and one final award addressing each individual claimant’s entitlement to relief, with Klover retaining all individualized defenses as to each claimant. To the extent permitted by law and NAM’s rules, batches shall proceed concurrently, and the parties agree to cooperate in good faith with NAM to implement this process, including through measures such as the appointment of a discovery special master or the use of an expedited procedural calendar.
(d) General Provisions. Between stages, counsel for both parties will meet and confer regarding ways to improve the efficiency of the Mass Filing. Either party may also negotiate with NAM regarding the amount or timing of NAM’s fees. You, in turn, agree to give your best efforts to participate in a meaningful way in the entire arbitration process, including by attending any preliminary and merits hearings, unless otherwise agreed to in writing by Klover. This batching process shall not be interpreted as authorizing or creating any class, collective, or representative arbitration or litigation of any kind. Klover does not consent to class arbitration, private attorney general arbitration, or arbitration involving joined or consolidated claims, except as expressly set forth in this Section 17.9. Except for disputes regarding the enforceability, revocability, or validity of Section 17.8, which are for a court and not an arbitrator to decide, the arbitrator presiding over a Bellwether Arbitration or batch shall have the authority to resolve disagreements concerning the validity, enforceability, and applicability of these Terms, in addition to, and not in place of, the authority to determine whether a demand subject to this Section has been submitted consistent with Sections 17.4 and 17.5, including this Section’s individualization requirements. A court shall have authority to enforce this Section 17.9 and, if necessary, to enjoin the mass filing or prosecution of arbitration demands in violation of it.
(e) Severability of this Section. Except as provided in Section 17.8, if a court or arbitrator decides that any provision of this Arbitration Agreement other than this Section 17.9 is invalid or unenforceable, the remaining provisions shall continue in full force and effect as set forth in Section 17.10. If, however, a court or arbitrator decides that any provision of this Section 17.9 is invalid or unenforceable, then this Arbitration Agreement shall be null and void as to the Mass Filing to which the affected demand belongs, and the demands within that Mass Filing shall instead proceed in the state or federal courts of Cook County, Illinois, on an individual (non-class, non-representative) basis, consistent with Section 17.8.
17.10 Survival and Severability of Arbitration Agreement.
This Arbitration Agreement shall survive the termination of these Terms, your fulfillment or default of your obligations under the Terms, and/or your or our bankruptcy or insolvency (to the extent permitted by applicable law). Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief,” if any part or parts of this Arbitration Agreement (other than Section 17.9) 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 Section 17.9 of this Arbitration Agreement is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement, with the exception of subsection 17.4, shall be void, and the parties agree that all Claims will be heard in the state or federal courts located in Cook County, Illinois. You further agree that any Claim that you have with Klover as detailed in this Arbitration Agreement must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you 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.
17.11 Judicial Forum for Claims.
Except as otherwise required by applicable law, in the event that this Arbitration Agreement is found not to apply to you or your Claim, you and Klover agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Cook County, Illinois. Both you and Klover consent to venue and personal jurisdiction there.
17.12 Confidentiality.
The existence and content of the arbitration proceedings, including documents and briefs submitted by the parties, any correspondence with or hearings before NAM, and correspondence, orders, and awards issued by the arbitrator, will remain strictly confidential and will not be disclosed to any third party without the express written consent from the other party, unless disclosure to the third party is reasonably required in the context of conducting the arbitration proceedings or legal proceedings.
17.13 WAIVER OF JURY TRIAL.
YOU AND KLOVER HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Klover are instead electing that all Claims shall be resolved by arbitration under this Arbitration Agreement, except as otherwise specified in this Section 17. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
18. GOVERNING LAW AND VENUE
Except for Section 17, which is governed by the FAA, these Terms are governed by the laws of the State of Illinois, without regard to conflict-of-law rules, and any action not subject to arbitration shall be brought exclusively in the federal or state courts located in Cook County, Illinois.
State-specific variations to this Section, and other state-specific disclosures, are set forth in Section 19 (State-Specific Terms).
19. STATE-SPECIFIC TERMS
This Section sets forth additional terms and disclosures that apply to Klover users based on their state of residence. These state-specific terms supplement, and to the extent of any conflict control over, the general provisions of these Terms for users in the identified state.
19.1 Users in Indiana.
For Klover users in Indiana, please see the Indiana Pricing Page for a summary of fees associated with an expedited Balance Advance.
19.2 Users in Wisconsin.
For Klover users in Wisconsin, please see the Wisconsin Pricing Page for a summary of fees associated with an expedited Balance Advance.
19.3 Users in Connecticut and Maryland.
Users in Connecticut and Maryland may access Klover’s Services, but do not have access to paying Express Fees. Users in Connecticut and Maryland may access Klover’s Services through the accrual and use of points as described in Section 9.
19.4 Users in Utah.
For consumers in the state of Utah, you may report complaints to the Division of Consumer Protection by calling toll-free at 1(800) 721-7233 or online at https://dcp.utah.gov. Each time you request a Balance Advance, the Mobile App will show you the disclosures required by Utah Code § 13-78-103(2)(k), including when you can expect to receive the funds, the amount you requested, any fee, the amount you will receive, the account that will receive the funds, and the date we are authorized to debit your account. We will ask you to confirm that you had the opportunity to review these disclosures before we send the funds. For information on pricing and fees, see our Pricing Page.
19.5 Users in South Carolina.
For residents of South Carolina, these Terms are governed by the laws of South Carolina. If you are a user in South Carolina and have a complaint, you may contact Klover by email at support@joinklover.com or through our website at https://www.joinklover.com, or you may contact the South Carolina Department of Consumer Affairs (“SCDCA”) at https://consumer.sc.gov or by phone at 803-734-4200.
20. SEVERABILITY
Except as provided in Section 17.10 above, if any provision of these Terms is found to be invalid, unlawful, void, or unenforceable by either an arbitrator or a court of competent jurisdiction for any reason, the remaining provisions shall remain in full force and effect and be enforced to the fullest extent possible.
21. WAIVER
Klover may delay enforcing any of its legal rights or remedies under these Terms, or other legal rights or remedies Klover has under applicable laws, without waiving those rights or remedies or any other rights in any way whatsoever.
22. GENERAL PROVISIONS (ENTIRE AGREEMENT; ASSIGNMENT; OTHER RIGHTS)
These Terms (including all policies or documents referenced herein) are the entire understanding and agreement between you and Klover regarding your use of the Services. These Terms supersede any previous or other terms or other agreement between you and Klover.
Klover may change these Terms only as described in Section 23. No other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
These Terms will be binding on, inure to the benefit of, and be enforceable against both you and us and our respective successors and assigns. Neither the course of conduct between you and us nor trade practice shall act to modify any term. You may not assign or transfer these Terms or any of your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms or our rights or obligations under these Terms at any time without notice. We hereby reserve all rights not expressly granted by these Terms. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
23. CHANGES TO THESE TERMS
We may update these Terms from time to time and will post the updated Terms on the Platform. Changes that are not material take effect when posted. If we make material changes, we will notify you in advance through the Mobile App, by email, or by other reasonable means, and those changes will take effect on the date stated in our notice, which will give you a reasonable period to review them and at least any minimum notice period required by applicable law, or, if earlier, when you accept them through the Mobile App or otherwise.
Notwithstanding anything to the contrary in these Terms, if we make any future material change to the Arbitration Agreement in Section 17, we will notify you before the change takes effect, and the change will not apply to any Claim that is pending in arbitration or court, or for which either party has given the other written notice, before the change takes effect. Other changes take effect when posted. If you do not agree to the updated Terms, you may stop using the Services and close your Klover Account.
By continuing to access or use the Services after updated Terms take effect, you agree to them.
24. LEGAL NOTICES
Notwithstanding anything to the contrary in these Terms, any formal legal notice, demand, or other communication of a legal nature directed to Klover, including, without limitation, notices of claims or disputes, litigation-related correspondence, service of process (where permitted by applicable law), notices of alleged intellectual property infringement, and notices required or permitted to be given to Klover under these Terms, must be sent in writing to legal@joinklover.com and, if also sent by mail, to:
Klover Holdings, Inc.
Attn: Legal Department
200 N. LaSalle St. Ste 2000
Chicago, IL 60601
A legal notice will be deemed effective only upon Klover's actual receipt at the email address designated in this paragraph. This paragraph does not change the methods specified elsewhere in these Terms for arbitration opt-out notices or informal dispute resolution notices, which continue to be governed by Section 17.
25. CONTACTING US
If you have questions regarding the Terms or the practices of Klover, please contact us by email at support@joinklover.com.
Last updated October 19, 2026
The following terms and conditions (the “Terms” or “Terms and Conditions”) govern your use of the Klover Holdings, Inc. (“Klover”, “we”, "us”, “our”) websites, mobile application(s) (the “Mobile App”) (collectively, the “Platform,”), offered, operated or made available by Klover (the “Services” or the “Klover Services”). These Services include personal financial management service offerings provided or made available by Klover. Your use of any Services may also be governed by any other policies, rules and/or conditions (“Additional Terms”) made available by us to you during the sales or onboarding process.
In these Terms, “Klover Account” refers to your account with us.
Please carefully review these Terms before using this Platform, accessing the Services, or accessing any data thereon in any way. By accessing or using the Services, you acknowledge that you have read, understood and agree to be bound by these Terms.
EXCEPT AS SPECIFICALLY SET FORTH HEREIN, AND UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE, (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US THROUGH BINDING, FINAL ARBITRATION, WITH LIMITED EXCEPTIONS, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR OTHER REPRESENTATIVE PROCEEDING OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
1. ACCEPTANCE OF TERMS & ACCOUNT ELIGIBILITY
These Terms create a legal obligation and form an essential basis of the bargain between you and Klover, its successors and assigns. By accessing, browsing and/or using the Platform or the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and to comply with all applicable laws and regulations. If you do not agree to these Terms, you may not access or use the Platform or the Services.
By using the Platform or the Services represent and warrant that you are 1) a legal resident of the United States, 2) of legal age to form a binding contract with Klover, and 3) not prohibited by law from using the Platform or the Services. Klover may suspend or restrict your access to, or cancel, your Klover Account at any time, for any reason. By applying for, or using your Klover Account, you acknowledge that you have received a copy of these Terms and you understand and agree to them.
2. PRIVACY POLICY
These Terms include this document as well as Klover's Privacy Policy, which details how we handle and protect data. By agreeing to these Terms, you consent to our use and handling of data as described in the Privacy Policy, including the use of your information to support advertising, marketing, and data services that Klover's affiliates offer to their own business customers, as described in the Privacy Policy and authorized herein. We may update the Privacy Policy at our discretion, and changes take effect when posted through the Services.
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 16 years of age; if you are a child under 16 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under 16 years of age, we will delete that information as quickly as possible. If you believe that a child under 16 years of age may have provided us personal information, please contact us at support@joinklover.com.
3. ACCOUNT INFORMATION ACCURACY AND UPDATES
To access Klover’s Services, you must create a Klover Account through the Platform. When you create a Klover Account, you will obtain a Login ID and password. During the process of creating a Klover Account, we will prompt you to provide us with certain information, such as, but not limited to, your name, mailing address, and email address (collectively “Account Information”).
You agree that any Account Information you provide will be accurate, current, and complete. Should any of your Account Information change, you agree to contact support@joinklover.com immediately to update your Account Information. You may not select as your Login ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
You may only open one Klover Account. You may not maintain a joint account with another person and you cannot add an authorized user to your Klover Account. You agree that you will not allow another person to use or access your Klover Account and will not share your Login ID or password with other persons. You represent that you are a legal owner of, and that you are authorized to provide us with all Account Information and other information necessary to facilitate your use of the Services.
In order to use certain Services, Klover may be required to verify your identity. You authorize us to make any inquiries we consider necessary to validate your identity. If you do not respond to such inquiries or we cannot verify your identity, we can refuse to allow you to use the Services or revoke any previously granted access.
Should you believe or have reason to believe that any of your Account Information, including your Login ID and/or password, has been compromised, or that another person is accessing your Klover Account through some other means, you agree to notify us as soon as possible at support@joinklover.com.
You represent and warrant that you are an individual of legal age to form a binding contract and you will only use the Services for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
You will not share your Login ID, account or password with anyone, and you must protect the security of your Login ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your Klover Login ID and Klover Account.
4. THIRD-PARTY ACCOUNT INFORMATION
To use the Services, you must give Klover permission to retrieve your account transaction history, balance information, or other information maintained by third parties with which you have relationships, maintain accounts or engage in financial transactions (“Third-Party Account Information”). We will use this information to provide you with the Klover Services that you request, for our own internal business purposes and to offer you other Klover products and services that may be of interest to you. By using the Services and integrating your account with any third party account or platform, you authorize Klover, as well as third-party service providers acting on Klover’s behalf, to access your Third-Party Account Information and you expressly authorize these third parties to disclose Third-Party Account Information to us.
You agree that you are responsible for maintaining the security of the passwords and usernames that you use to access any third-party sites and will keep those passwords and usernames up-to-date through the Services. Klover does not review Third-Party Account Information for accuracy, legality or non-infringement. Additionally, Klover is not responsible for your Third-Party Account Information or products and services offered by or on third-party sites.
You also acknowledge and agree that the availability of our mobile application is dependent on the third party stores from which you download the application, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications from such store, including the specific terms relating to Apple App Store set forth below. You agree to comply with, and your license to use our application is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms of Use, the more restrictive or conflicting terms and conditions in these Terms of Use apply.
You understand that any Third-Party Account Information displayed through the Services will be the information we most recently accessed, and that this information may not reflect pending transactions or other recent activity. ALL THIRD-PARTY ACCOUNT INFORMATION IS GENERATED OR MADE AVAILABLE BY THIRD PARTY PROVIDERS AND KLOVER SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY INACCURACY, INCOMPLETENESS OR STALENESS OF ANY THIRD-PARTY ACCOUNT INFORMATION ACCESSED ON, THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICES.
5. KLOVER+, KLOVER’S PERSONAL FINANCIAL MANAGEMENT SERVICES
Please see our Klover+ Subscription Page for more information about our Klover+ offerings and additional terms that may be applicable to your use of Klover’s Personal Financial Management Services, also known as Klover+.
6. KLOVER’S BALANCE ADVANCE SERVICE
6.1 Overview of the Balance Advance Service.
Klover offers a service that provides advances or “Balance Advance(s)” based on your anticipated income (“Balance Advance Service”). We require you to connect a Bank Account and debit card to your Klover Account so that you may receive Balance Advances and so that we may charge you for any Balance Advances or Express Fees, as described below. If you are an eligible user, you may request to receive a Balance Advance into your Bank Account at any time by logging into your Klover Account. The current applicable maximum limits for Balance Advance are available on our Pricing Page. Klover may deny your request for a Balance Advance at any time or for any reason.
If you are eligible for a Balance Advance, there are two ways to receive it:
Before you confirm a request, the Mobile App will show you the anticipated delivery time and any fee that applies.
6.2 No-Cost Balance Advances.
There is always a no-cost way to receive a Balance Advance. When you request a Balance Advance in the Mobile App, choose a standard transfer instead of an express transfer. A standard transfer is free. You do not need to pay an Express Fee, use points, or subscribe to Klover+ to receive a Balance Advance. An Express Fee applies only if you choose an express transfer.
6.3 Express Fees.
You may request that Klover expedite disbursement of a Balance Advance by paying an optional fee (the “Express Fee”). The amount of the Express Fee and the anticipated processing time for such amount will be disclosed to you through the Services at the time you request a Balance Advance. If you agree to the Express Fee, we will charge your Bank Account or debit card the amount of any applicable fee at the same time that we charge you for the Balance Advance. This means that we will add the optional Express Fee to the amount of the Balance Advance when we charge you. If you do not receive your expedited Balance Advance within a few hours, please contact support@joinklover.com.
Please see our Pricing Page for a summary of the current fees associated with an expedited Balance Advance. Express Fee amounts and payment options vary in some states. See Section 19 (State-Specific Terms).
The Balance Advance Amounts that are available above are dependent on eligibility. Please note that the fees can be offset through use of points in your Klover account if you choose to apply those points to an expedited Balance Advance. Please see our Points Program Page for more information about how points can be converted into Balance Advance credits. These expedited fees are collected at the time of repayment of the advance.
6.4 Balance Advance Charges.
Subject to your Payment Authorization (which you may revoke as described in Section 8), we may charge your Bank Account or debit card for the amount of a Balance Advance, including fees, any time after the later of: (1) a date on which we see evidence of income (such as a paycheck) deposited into your Bank Account or (2) the date selected by you through the Services. However, Klover warrants that it has no legal or contractual claim against you based on our inability to charge you or repay Balance Advance funds, but Klover may suspend your access to the Services until we are able to charge your Bank Account or debit card for a Balance Advance in full. With respect to a failure to receive the amount for a Balance Advance in full, Klover warrants it will not engage in any debt collection activities, place any amount we are unable to charge with or sell it to a third party, or report you to a consumer reporting agency. Klover does not waive any rights regarding fraudulent activity and will pursue instances of fraud. Klover is a non-recourse product and Klover users have no obligation to repay their Balance Advances. However, in the event that you do not repay your Balance Advance, Klover may limit the Services it provides you. You may cancel your participation in these Terms for provision of Balance Advance Services at any time and without incurring a fee.
6.5 Overdraft and Other Fees Assessed by Your Bank.
Your bank may charge you overdraft, insufficient funds, or other fees if your Bank Account does not have enough money to cover a debit, including a Balance Advance repayment. Klover does not charge these fees and generally is not responsible for them. However, if Klover attempts to debit your Bank Account on the wrong date or for the wrong amount, and your bank charges you an overdraft or insufficient funds fee as a result, we will reimburse you for that fee in full. To request reimbursement, contact us at support@joinklover.com and provide documentation from your bank, such as a statement or screenshot, showing the fee, its date and amount, and the related transactions. We will also reimburse any other bank fees to the extent applicable law requires.
7. FEE REFUNDS
Because Balance Advances are non-recourse, an Express Fee is collected only together with a Balance Advance repayment, and you have no legal obligation to pay it. Once collected, an Express Fee is not refundable, except as described in Sections 6.5 and 8.2 or as required by applicable law.
8. CREDIT AND DEBIT AUTHORIZATION
By requesting a Balance Advance, you authorize Klover to deposit the Balance Advance to your Bank Account. When you link your Bank Account or debit card, and before Klover debits your Bank Account or charges your debit card for a Balance Advance repayment, an Express Fee, or a Klover+ Subscription Fee, we will ask you to agree to Klover’s Electronic Payment Authorization (the “Payment Authorization”) through the Mobile App. The Payment Authorization is your authorization for those debits and charges and describes how and when they are made. Nothing in the Payment Authorization changes the non-recourse nature of Balance Advances described in Section 6.4 or our reimbursement commitments in Section 6.5.
You may revoke the Payment Authorization at any time by emailing support@joinklover.com or, as to a specific Bank Account or debit card, by unlinking it in the Mobile App. If you email us, please include the name and telephone number associated with your Klover Account so we can locate it. To give us a reasonable opportunity to stop a scheduled debit, please email us at least three (3) business days before the scheduled debit date. A revocation does not cancel a debit that was initiated before the revocation took effect.
8.1 Credit and Debit Indemnities, Warranties and Representations.
EXCEPT AS OTHERWISE LIMITED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY AND HOLD KLOVER HARMLESS FROM AND AGAINST ANY LOSS INCURRED AS A RESULT OF A DEBIT OR CHARGE (COLLECTIVELY IN THIS SECTION, A “TRANSACTION”) TO YOUR BANK ACCOUNT OR DEBIT CARD IF ANY OF THE INFORMATION RELIED UPON IN YOUR REQUEST TO STOP A PAYMENT IS INCORRECT OR INCOMPLETE. IF WE RECEIVE YOUR REQUEST TO STOP A PAYMENT LESS THAN THREE (3) BUSINESS DAYS BEFORE THE SCHEDULED TRANSACTION DATE, WE MAY ATTEMPT TO CANCEL THE TRANSACTION, BUT WE CANNOT GUARANTEE THAT WE WILL BE ABLE TO DO SO.
YOU WARRANT AND REPRESENT TO KLOVER THAT YOU HAVE THE RIGHT TO AUTHORIZE US TO DEBIT, CHARGE, OR CREDIT (AS APPLICABLE) YOUR BANK ACCOUNT OR DEBIT CARD FOR AMOUNTS YOU AUTHORIZE IN CONNECTION WITH THE SERVICES. IF YOU HAVE A JOINT BANK ACCOUNT, YOU REPRESENT AND WARRANT, UNLESS PROHIBITED BY LAW, THAT YOU HAVE THE AUTHORITY TO (A) BIND THE ABSENT ACCOUNT HOLDER; AND (B) AGREE TO THESE TERMS INDEPENDENTLY. TO THE EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY AND HOLD KLOVER HARMLESS FROM ANY CLAIMS BY ANY OTHER OWNER OF THE BANK ACCOUNT OR DEBIT CARD.
YOU REPRESENT THAT THE TRANSACTIONS YOU REQUEST COMPLY WITH APPLICABLE LAW.
YOU REPRESENT THAT YOU ARE CAPABLE OF SAVING OR OTHERWISE STORING A COPY OF THE PAYMENT AUTHORIZATION FOR YOUR RECORDS.
8.2 Disputed Charge Terms of Service.
The Payment Authorization remains in effect until you revoke it as described in Section 8.
You have the right to dispute any charge with your bank, including a Balance Advance repayment. We may also be able to help you resolve the issue directly. If your bank account or debit card has been lost or stolen, or you believe you are the victim of fraudulent activity, please reach out to our team at support@joinklover.com so that we can work with you and your bank to resolve the issue. If you believe we debited your Bank Account or charged your debit card for the wrong amount or on the wrong date, please contact us at support@joinklover.com. We will investigate and promptly refund any amount we debited or charged in error, and we will reimburse related bank fees as described in Section 6.5.
If you would like to cancel your Klover+ membership and would like to inquire about a refund for your most recent Klover+ membership fee, again, please contact us at support@joinklover.com.
If you dispute a Balance Advance repayment with your bank, we may provide your bank with information about the transaction, including your agreement to these Terms and the Payment Authorization. If we reasonably determine that a dispute was not made in good faith, we may temporarily suspend your ability to request new Balance Advances until the dispute is resolved.
9. KLOVER POINTS PROGRAM
Please see our Klover Points Program Page for more information about our Points Program and available rewards.
10. CONSENT TO CONTACT YOU
As part of the Services, you may receive communications from us through the Services, including through prerecorded and artificial voice messages, SMS and text messages, email, and automated dialing systems ("Communications"). When signing up for the Services, you may receive a welcome message, for example, and we may contact you with service-related information, or questions about your use of the Services and/or your Klover Account. By signing up for the Services and providing us with your wireless number, you confirm that you want Klover to send you information regarding your account or transactions with us, which may include Klover using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from Klover, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Klover. We will ask for your consent separately before sending you marketing calls or text messages using an automatic telephone dialing system or an artificial or prerecorded voice, and you do not have to give that consent to use the Services. You further agree that we or third parties acting on our behalf (such as our agents, representatives, affiliates, etc.) may contact you at any telephone numbers you have provided to us even if they are for a cellular device and our contact results in charges to you. You certify, warrant and represent that any telephone number you have provided to us is your current contact number and that you are permitted to receive calls and text messages at that number. You agree to promptly alert us whenever you stop using a telephone number. Klover and our agents, representatives, affiliates and anyone calling on our behalf may use such means of communication described in this section even if you will incur costs to receive such phone messages, text messages, emails or other means. You agree to indemnify and hold Klover harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
Standard message and data rates may apply to all SMS messages (including text messages). We may modify or terminate our SMS messaging services from time-to-time, for any reason, and without notice.
You may withdraw your consent to receive Communications electronically by exercising available opt-outs in Communications or by contacting us at support@joinklover.com. If you withdraw your consent, we reserve the right to limit or close your Klover Account. If you withdraw your consent, the legal validity and enforceability of prior Communications delivered in electronic form will not be affected. Withdrawing your consent to receive Communications electronically does not, by itself, revoke your Payment Authorization. To revoke it, follow the steps in Section 8.
Your consent to receive Communications electronically is also governed by our E-Sign Consent, which is part of these Terms.
11. LIMITATIONS ON USE
11.1 Use of the Platform and Services.
You agree to use the Platform and Services only for lawful purposes. You will not use the Platform or Services to violate any applicable law, regulation, rule or ordinance of any nation, state, or locality or of any international law or treaty. You will not use the Platform or Services in a manner that could give rise to any civil or criminal liability or that is unauthorized. Unauthorized uses include, but are not limited, to unauthorized entry into Klover’s systems, misuse of passwords, or misuse of any information posted on the Platform or through the Services. Klover makes no claims concerning whether use of the Platform or Services is appropriate outside of the United States. If you access the Platform or the Services from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
You agree you will not: 1) try to reverse engineer, disassemble, decompile, or decipher the Platform or the Services or software making up the Platform and Services, 2) navigate or search the Platform or Services with any tool, software, agent, engine or other means (including bots, avatars, intelligent agents, or spiders), 3) use a means other than Klover’s provided interface(s) to access the Platform or the Services, 4) use the Platform or the Services in a way that could impair, overburden, damage, or disable any portion of the Platform or Services, or 5) mirror any material contained on the Platform or the Services.
You also represent, warrant and agree that you will not provide, contribute or upload anything to the Services or otherwise use or interact with the Platform or Services in a manner that:
11.2 Failure to Adhere to Limitations on Use.
Klover reserves the right to take various actions against you if we believe you have engaged in activities restricted by these Terms or by laws or regulations. Klover also reserves the right to take action to protect Klover, other users, and other third parties from any liability, fees, fines, or penalties. If you fail to comply with this section, we may take actions including, but not limited to: 1) updating information you have provided to us so that it is accurate, 2) limiting or revoking your access to the Platform or the Services, 3) suspending or terminating your ability to continue to use the Platform or the Services, 4) taking legal action against you (note, as described in Section 6.4, that Klover will not take action against you if we are unable to charge you for a Balance Advance), 5) holding you liable for the amount of Klover’s damages caused by your violation of these Terms.
12. SUSPENSION OR TERMINATION OF YOUR ACCOUNT
Klover may suspend, cancel, limit, or revoke your access to and use of the Platform or the Services and/or terminate these Terms and the agreement between you and Klover or your Klover Account at any time without notice, with or without cause, in our absolute discretion, to the extent permitted by applicable laws. The following sections or provisions of these Terms shall survive termination: Indemnification, Disclaimer of Warranties, Limitation of Liability & Unforeseen Circumstances, Waiver, Dispute Resolution by Binding Arbitration, and General Provisions (Entire Agreement; Assignment; Other Rights), the warranty we make to you in Section 6.4, and any other section that by its terms or nature survives termination.
Klover further reserves the right to modify or discontinue, either temporarily or permanently, any portions or all of the Platform or Services at any time with or without notice, as permitted by applicable laws. Please note that termination of your account will not automatically result in return or destruction of your data – please contact our support team to request deletion.
13. INTELLECTUAL PROPERTY RIGHTS; CONTENT ON THE SERVICES
The Platform and the Services are owned and operated by Klover. All content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, text, data, contents, names, trade names, trademarks, trade dress, service marks, layout, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, interfaces, databases, technology, and all intellectual property of any kind whatsoever and the selection and arrangement thereof (collectively, the “Klover Materials”) are owned exclusively by Klover or the licensors or suppliers of Klover and are protected by U.S. copyright, trade dress, patent, trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. Nothing on this Platform or the Services or any content made available through your use or access thereto should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Klover Materials displayed on the Platform or the Services, without our prior written permission in each instance. You may not use, copy, display, distribute, modify or reproduce any of the Klover Materials found on the Platform or the Services unless in accordance with written authorization by us. Klover prohibits use of any of the Klover Materials as part of a link to or from the Platform or the Services unless establishment of such a link is approved in writing by us in advance. Any questions concerning any Klover Materials, including whether any mark or logo is a Klover Material, should be referred to Klover. All rights related to the Klover Materials are hereby reserved.
You agree that the Klover Materials may not be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the express prior written consent of Klover. You acknowledge that the Klover Materials are and shall remain the property of Klover. You may not modify, participate in the sale or transfer of, or create derivative works based on any Klover Materials, in whole or in part.
Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the content or what actions you may take as a result of having been exposed to the content, and you hereby release us from all liability for you having acquired or not acquired content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.
The Services may contain links or connections to third-party websites or services that are not owned or controlled by Klover. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Klover is not responsible for such risks.
Klover has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Klover will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.
14. DISCLAIMER OF WARRANTIES
THIS PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, KLOVER AND ALL OF ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, STOCKHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS, ASSIGNS, LICENSORS AND SUPPLIERS INCLUDING PAYMENT CARD NETWORKS AND PAYMENT PROCESSORS (COLLECTIVELY, THE “KLOVER PARTIES”) DISCLAIM ANY OTHER EXPRESS OR IMPLIED WARRANTIES (INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE) AS TO THE CONTENT OR OPERATION OF THE PLATFORM OR THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM OR THE SERVICES IS AT YOUR SOLE RISK.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY AND ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE KLOVER PARTIES MAKE NO REPRESENTATION, GUARANTEE, OR OTHER EXPRESS OR IMPLIED WARRANTIES (INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE) REGARDING THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE INFORMATION OR CONTENT ON THE PLATFORM OR THE SERVICES.
THE KLOVER PARTIES MAKE NO REPRESENTATION, GUARANTEE, OR WARRANTY THAT THE PLATFORM OR SERVICES ARE FREE OF VIRUSES, BUGS, DEFECTS, ERRORS, OR OTHER COMPUTING ROUTINES THAT CONTAIN DAMAGING OR OTHERWISE CONTAMINATING PROPERTIES, OR PROGRAMS INTENDED TO INTERCEPT OR STEAL PERSONAL OR SYSTEM DATA.
PLEASE NOTE, THE ABILITY TO EXCLUDE WARRANTIES VARIES IN DIFFERENT JURISDICTIONS. TO THE EXTENT THAT A JURISDICTION PLACES LIMITS ON THE ABILITY FOR A PARTY TO EXCLUDE WARRANTIES, THESE EXCLUSIONS EXIST TO THE EXTENT PERMITTED BY LAW. BECAUSE OF THIS JURISDICTIONAL VARIANCE, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
KLOVER DOES NOT INTEND TO PROVIDE YOU WITH ANY LEGAL, TAX, OR FINANCIAL ADVICE THROUGH THE PLATFORM OR THE SERVICES. KLOVER IS NOT A LAWYER, TAX ADVISOR, BROKER,OR FINANCIAL PLANNER. YOU SHOULD CONSIDER CONSULTING AN ACCOUNTANT OR OTHER FINANCIAL ADVISOR AWARE OF YOUR INDIVIDUAL CIRCUMSTANCES BEFORE YOU IMPLEMENT ANY FINANCIAL STRATEGY OR MAKE ANY OTHER FINANCIAL DECISIONS.
15. LIMITATION OF LIABILITY & UNFORESEEN CIRCUMSTANCES
THE KLOVER PARTIES’ TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS (WHETHER IN CONTRACT, TORT, OR OTHERWISE AND INCLUDING LIABILITY FOR DAMAGES, LOSSES OR CAUSES OF ACTION), IS LIMITED TO USD $1,000 (ONE THOUSAND UNITED STATES DOLLARS).
YOU AGREE AND ACKNOWLEDGE THAT THE KLOVER PARTIES WILL NOT BE RESPONSIBLE, UNDER ANY CIRCUMSTANCES, TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, OR PUNITIVE DAMAGES, INCLUDING DAMAGES UNDER WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER CLAIMS, ARISING UNDER OR RELATING TO THESE TERMS AND YOUR USE OF THE PLATFORM OR THE SERVICES, THE KLOVER MATERIALS, OR ANY CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE PLATFORM OR THE SERVICES, EVEN IF KLOVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE KLOVER PARTIES WILL ALSO NOT BE LIABLE TO YOU FOR ANY USE OF INFORMATION, DATA, OR OTHER MATERIAL TRANSMITTED VIA THE PLATFORM OR THE SERVICES, OR FOR ANY ERRORS, DEFECTS, INTERRUPTIONS, DELETIONS, OR LOSSES RESULTING FROM, INCLUDING LOSS OF PROFIT, REVENUE, OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO, OR USE OF, THE PLATFORM OR THE SERVICES.
YOU ACKNOWLEDGE THAT OUR SERVICES MIGHT BECOME UNAVAILABLE FROM TIME TO TIME DUE TO CIRCUMSTANCES NOT IN OUR CONTROL (SUCH AS FIRES, FLOODS, NATURAL DISASTERS, SYSTEM FAILURES OR OTHER UNFORESEEN EVENTS). WHEN THIS OCCURS, YOU MAY NOT BE ABLE TO ACCESS YOUR KLOVER ACCOUNT OR THE PLATFORM OR THE SERVICES TO REQUEST A BALANCE ADVANCE OR FOR ANY OTHER PURPOSE. WE ARE NOT RESPONSIBLE OR LIABLE IF THIS HAPPENS.
PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR THE SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM AND THE SERVICES.
16. INDEMNIFICATION
To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless the Klover Parties from and against any and all causes of action, claims, losses, expenses, demands or liabilities, including reasonable attorneys’ fees arising out of or relating to (i) your access to, use of or alleged use of the Platform or the Services; (ii) your violation of these Terms 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. You agree not to settle any matter without the prior written consent of Klover.
17. DISPUTE RESOLUTION BY BINDING ARBITRATION
PLEASE READ THIS ARBITRATION AGREEMENT CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND KLOVER. YOU HAVE THE RIGHT TO REJECT THIS ARBITRATION AGREEMENT AS PROVIDED BELOW. THIS ARBITRATION AGREEMENT WILL APPLY TO YOU UNLESS (A) YOU ARE ELIGIBLE TO RECEIVE BENEFITS UNDER THE MILITARY LENDING ACT BY BEING A COVERED MEMBER OF THE MILITARY PERSONNEL OR YOU ARE A SPOUSE OR LEGAL DEPENDENT OF A COVERED MEMBER OF MILITARY PERSONNEL AT THE TIME YOU OPEN YOUR ACCOUNT OR (B) YOU OPT OUT OF THE ARBITRATION AGREEMENT IN ACCORDANCE WITH THE PROCEDURE OUTLINED IN SECTION 17.3.
17.1 Election to Arbitrate.
You and Klover agree that the sole and exclusive forum and remedy for resolution of a Claim will be final and binding arbitration pursuant to this Section 17 (the “Arbitration Agreement”), unless you opt out as provided in Section 17.3 below. The scope of this Arbitration Agreement is to be given the broadest possible interpretation that is enforceable.
As used in this Arbitration Agreement, “Claim” means any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you) and Klover, including without limitation disputes relating to or arising out of these Terms, and/or the activities or relationships that involve, lead to, or result from these Terms, including your relationship with us and your use of the Platform or the Services. “Claim” has the broadest reasonable meaning and includes matters arising as initial claims, counter‐claims, cross-claims, third-party claims, or otherwise. It includes any claim, defense, or dispute concerning the formation, existence, validity, enforceability, revocation, or scope of this Arbitration Agreement, any part thereof, or the entirety of the Terms. Claims are subject to arbitration regardless of whether the remedy sought is legal or equitable, including claims for compensatory, monetary and/or punitive damages, restitution and/or disgorgement, injunctive relief, and regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, regulation, ordinance, common law, or principles of equity; a data breach; or otherwise. Nonetheless, you and Klover may assert Claims in small claims court if such Claims qualify and so long as the matter remains in small claims court and advances only on an individual (non-class, non-representative) basis.
17.2 Applicable Law; Arbitrator’s Powers.
This Arbitration Agreement governs transactions involving interstate commerce. Accordingly this Arbitration Agreement shall be governed by the Federal Arbitration Act (“FAA“) and not by any state law concerning arbitration. Consistent with Section 18 below, the parties agree that applicable substantive law applies to the extent it is consistent with the FAA, as do applicable statutes of limitation and privilege rules that would apply in a court proceeding. The parties agree that the arbitrator shall be authorized to award all remedies that would be available in an individual lawsuit under applicable substantive law, including, without limitation, compensatory, statutory, and punitive damages (which shall be governed by the constitutional standards applicable in judicial proceedings), declaratory, injunctive and other equitable relief, and attorneys’ fees and costs. The arbitrator shall take steps to reasonably protect confidential information, consistent with Section 17.12 of these Terms.
If you reside in the U.S. (and as applicable to U.S. residents), certain portions of this section are deemed to be a “written agreement to arbitrate” under the FAA. You and Klover agree that we intend that this section satisfies the “writing” requirement of the FAA.
17.3 Opt-Out of Arbitration Agreement.
You may opt out of this Arbitration Agreement for all purposes by sending an arbitration opt-out notice to legal@joinklover.com, within thirty (30) days of the date that you receive notice of the Terms or electronically accept the Terms. The opt-out notice must: clearly state that you are rejecting arbitration; provide your name, address, and Login ID; and be signed by you. We must receive your opt-out notice at the specified email address (legal@joinklover.com) and within the specified 30-day period. Any opt-out notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no effect on your or Klover’s rights. No other methods can be used to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms 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.
17.4 Informal Dispute Resolution.
There might be instances when a Claim arises between you and Klover. If that occurs, Klover is committed to working with you to reach a prompt, low‐cost and mutually beneficial resolution. You and Klover agree to participate in good faith informal efforts to resolve Claims before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). You and Klover agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate.
To initiate Informal Dispute Resolution, a party must give notice in writing to the other party (“Notice”). Such Notice to Klover should be sent by email to legal@joinklover.com. The Notice must include: (1) your name, telephone number, mailing address, and e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of the Claim, including the specific relief sought. Klover will send Notice, including a description of the Claim, to your email address or regular address on file. It is your responsibility to ensure that your email and regular address are correct and remain up to date. The Notice must be signed by the party initiating the Claim (i.e., either you personally or a Klover representative).
The Informal Dispute Resolution process is a mandatory precondition to commencing arbitration. As part of this Informal Dispute Resolution process, either party has the option to ask the other to participate in an Information Dispute Resolution Conference as part of a good-faith effort to resolve the Claim. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Claim, even if the same law firm or group of law firms or organizations represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Claim cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.
The Informal Dispute Resolution process lasts sixty (60) days from the date of receipt of Notice from the other party or through the conclusion of the Informal Dispute Resolution Conference, if requested by either party, whichever is later. The statute of limitations and any filing deadlines shall be tolled while the parties engage in Informal Dispute Resolution. Unless prohibited by law or applicable rules, an arbitration administration provider cannot accept or administer an arbitration, nor assess any fees, absent a certification from the filing party that they have fully complied with all requirements in this Section 17.4, which certification must be accompanied by a copy of the Notice, demonstrating the filing party sent such Notice in compliance with this Section. If any aspect of this Section 17.4 has not been satisfied, a court or arbitrator may enjoin the filing or prosecution of an arbitration or other proceeding until compliance is achieved. Any attempt to satisfy this Section 17.4 through coordinated, mass, or non-individualized submissions shall not constitute compliance with this Section.
17.5 Arbitration Procedures.
If Informal Dispute Resolution does not resolve satisfactorily within sixty (60) days after receipt of a Notice, or after the completion of the Informal Dispute Resolution Conference, if such Informal Dispute Resolution Conference was requested, whichever is later, you and Klover agree that either party shall have the right to finally resolve the dispute through binding arbitration. The arbitration will be administered by the National Arbitration & Mediation ("NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration, and the account username (if applicable), as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying full compliance with the Informal Dispute Resolution process as described above and attaching the Notice provided according to that process; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. Any Demand you send to Klover should be sent by email to legal@joinklover.com. Klover will provide the Demand to your email address on file. It is your responsibility to keep your contact information up to date.
If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel’s Certification”).
Unless you and Klover otherwise agree, or the Mass Filing process discussed below is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in the county where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”).
17.6 Arbitration Fees.
Each party shall bear the expense of its own attorneys’ fees, experts, and witnesses except as otherwise provided by law. However, an arbitrator (or a Process Arbitrator, in a mass filing under Section 17.9) may order fee- and/or cost-shifting if it finds that a claim, a counter-claim, or the relief sought are frivolous or brought for an improper purpose, as measured by the standards set forth in Federal Rule of Civil Procedure 11. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.
17.7 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties according to the NAM Rules or as otherwise agreed by the parties, provided that if the Batch Arbitration process described below is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.
17.8 Waiver of Class and Other Non-Individualized Relief. EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection below entitled Mass Filing. 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 subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Klover agree that that particular 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 federal or state courts of Cook County, Illinois. 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 claims between the parties that remain in arbitration are finally resolved. All other disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Klover from participating in a class-wide or mass settlement of claims.
17.9 Mass Filing.
A “Mass Filing” means twenty-five (25) or more demands for arbitration of a substantially similar nature filed against Klover (or by Klover) where the claimants are represented by the same counsel or by counsel coordinating with one another. 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 issues and seek the same or similar relief. You and Klover agree that the following staged process, together with NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures, shall apply to any Mass Filing. Any applicable limitations period (including statute of limitations) shall be tolled while the parties engage in the Informal Dispute Resolution Procedure, until either the 60-day period has elapsed or the Informal Settlement Conference is held and does not lead to a successful settlement, whichever comes later, and then again starting from the filing of your Demand, until your Claim is selected to proceed as part of the staged process as set out below, or is settled, withdrawn, or otherwise resolved. For the avoidance of doubt, the parties agree that, in addition to the scope of the procedural arbitrator’s review as set forth in NAM Rules, the procedural arbitrator shall have the authority to consider whether the Mass Filings or demand(s) for arbitration was/were filed in accordance with the terms and conditions of this Agreement, including full satisfaction of the Informal Dispute Resolution Procedure.
The arbitrators involved in a Mass Filing are encouraged to resolve the matters within 120 calendar days of appointment or as swiftly as possible thereafter, consistent with fairness to the parties. You and Klover agree to this process even though it may delay the arbitration of your Claim.
(a) Stage One: Bellwether Arbitrations. Counsel for the claimants and counsel for Klover shall each select up to ten (10) cases per side (twenty (20) cases total) to proceed first, on an individual basis, as “Bellwether Arbitrations.” NAM shall appoint a separate arbitrator for each Bellwether Arbitration in accordance with NAM’s rules, unless the parties agree otherwise in writing. No other Demand subject to this Section shall proceed in arbitration, and no administrative fees shall be assessed with respect to any other such Demand, while the Bellwether Arbitrations are pending.
(b) Stage Two: Global Mediation. After the Bellwether Arbitrations have been decided, Klover and all known claimants shall participate in a global mediation session covering all remaining demands, to occur within sixty (60) days of the last Bellwether decision, as practicable and subject to mediator availability. The parties shall share equally in the mediator’s fee.
(c) Stage Three: Batch Arbitration. If the global mediation does not resolve all remaining demands, NAM shall administer those demands in batches of up to one hundred (100) demands per batch (or, if between twenty-five (25) and ninety-nine (99) demands remain, a single batch, with any further leftover demands proceeding as a final batch). NAM shall appoint one arbitrator for each batch, and each batch shall proceed with one set of administrative fees, one procedural calendar, one hearing (if any, at a location the arbitrator determines), and one final award addressing each individual claimant’s entitlement to relief, with Klover retaining all individualized defenses as to each claimant. To the extent permitted by law and NAM’s rules, batches shall proceed concurrently, and the parties agree to cooperate in good faith with NAM to implement this process, including through measures such as the appointment of a discovery special master or the use of an expedited procedural calendar.
(d) General Provisions. Between stages, counsel for both parties will meet and confer regarding ways to improve the efficiency of the Mass Filing. Either party may also negotiate with NAM regarding the amount or timing of NAM’s fees. You, in turn, agree to give your best efforts to participate in a meaningful way in the entire arbitration process, including by attending any preliminary and merits hearings, unless otherwise agreed to in writing by Klover. This batching process shall not be interpreted as authorizing or creating any class, collective, or representative arbitration or litigation of any kind. Klover does not consent to class arbitration, private attorney general arbitration, or arbitration involving joined or consolidated claims, except as expressly set forth in this Section 17.9. Except for disputes regarding the enforceability, revocability, or validity of Section 17.8, which are for a court and not an arbitrator to decide, the arbitrator presiding over a Bellwether Arbitration or batch shall have the authority to resolve disagreements concerning the validity, enforceability, and applicability of these Terms, in addition to, and not in place of, the authority to determine whether a demand subject to this Section has been submitted consistent with Sections 17.4 and 17.5, including this Section’s individualization requirements. A court shall have authority to enforce this Section 17.9 and, if necessary, to enjoin the mass filing or prosecution of arbitration demands in violation of it.
(e) Severability of this Section. Except as provided in Section 17.8, if a court or arbitrator decides that any provision of this Arbitration Agreement other than this Section 17.9 is invalid or unenforceable, the remaining provisions shall continue in full force and effect as set forth in Section 17.10. If, however, a court or arbitrator decides that any provision of this Section 17.9 is invalid or unenforceable, then this Arbitration Agreement shall be null and void as to the Mass Filing to which the affected demand belongs, and the demands within that Mass Filing shall instead proceed in the state or federal courts of Cook County, Illinois, on an individual (non-class, non-representative) basis, consistent with Section 17.8.
17.10 Survival and Severability of Arbitration Agreement.
This Arbitration Agreement shall survive the termination of these Terms, your fulfillment or default of your obligations under the Terms, and/or your or our bankruptcy or insolvency (to the extent permitted by applicable law). Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief,” if any part or parts of this Arbitration Agreement (other than Section 17.9) 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 Section 17.9 of this Arbitration Agreement is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement, with the exception of subsection 17.4, shall be void, and the parties agree that all Claims will be heard in the state or federal courts located in Cook County, Illinois. You further agree that any Claim that you have with Klover as detailed in this Arbitration Agreement must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you 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.
17.11 Judicial Forum for Claims.
Except as otherwise required by applicable law, in the event that this Arbitration Agreement is found not to apply to you or your Claim, you and Klover agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Cook County, Illinois. Both you and Klover consent to venue and personal jurisdiction there.
17.12 Confidentiality.
The existence and content of the arbitration proceedings, including documents and briefs submitted by the parties, any correspondence with or hearings before NAM, and correspondence, orders, and awards issued by the arbitrator, will remain strictly confidential and will not be disclosed to any third party without the express written consent from the other party, unless disclosure to the third party is reasonably required in the context of conducting the arbitration proceedings or legal proceedings.
17.13 WAIVER OF JURY TRIAL.
YOU AND KLOVER HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Klover are instead electing that all Claims shall be resolved by arbitration under this Arbitration Agreement, except as otherwise specified in this Section 17. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
18. GOVERNING LAW AND VENUE
Except for Section 17, which is governed by the FAA, these Terms are governed by the laws of the State of Illinois, without regard to conflict-of-law rules, and any action not subject to arbitration shall be brought exclusively in the federal or state courts located in Cook County, Illinois.
State-specific variations to this Section, and other state-specific disclosures, are set forth in Section 19 (State-Specific Terms).
19. STATE-SPECIFIC TERMS
This Section sets forth additional terms and disclosures that apply to Klover users based on their state of residence. These state-specific terms supplement, and to the extent of any conflict control over, the general provisions of these Terms for users in the identified state.
19.1 Users in Indiana.
For Klover users in Indiana, please see the Indiana Pricing Page for a summary of fees associated with an expedited Balance Advance.
19.2 Users in Wisconsin.
For Klover users in Wisconsin, please see the Wisconsin Pricing Page for a summary of fees associated with an expedited Balance Advance.
19.3 Users in Connecticut and Maryland.
Users in Connecticut and Maryland may access all of Klover Services, but do not have access to paying Express Fees. Users in Connecticut and Maryland may access Klover’s Services through the accrual and use of points as described in Section 9.
19.4 Users in Utah.
For consumers in the state of Utah, you may report complaints to the Division of Consumer Protection by calling toll-free at 1(800) 721-7233 or online at https://dcp.utah.gov. Each time you request a Balance Advance, the Mobile App will show you the disclosures required by Utah Code § 13-78-103(2)(k), including when you can expect to receive the funds, the amount you requested, any fee, the amount you will receive, the account that will receive the funds, and the date we are authorized to debit your account. We will ask you to confirm that you had the opportunity to review these disclosures before we send the funds. For information on pricing and fees, see our Pricing Page.
19.5 Users in South Carolina.
For residents of South Carolina, these Terms are governed by the laws of South Carolina. If you are a user in South Carolina and have a complaint, you may contact Klover by email at support@joinklover.com or through our website at https://www.joinklover.com, or you may contact the South Carolina Department of Consumer Affairs (“SCDCA”) at https://consumer.sc.gov or by phone at 803-734-4200.
20. SEVERABILITY
Except as provided in Section 17.10 above, if any provision of these Terms is found to be invalid, unlawful, void, or unenforceable by either an arbitrator or a court of competent jurisdiction for any reason, the remaining provisions shall remain in full force and effect and be enforced to the fullest extent possible.
21. WAIVER
Klover may delay enforcing any of its legal rights or remedies under these Terms, or other legal rights or remedies Klover has under applicable laws, without waiving those rights or remedies or any other rights in any way whatsoever.
22. GENERAL PROVISIONS (ENTIRE AGREEMENT; ASSIGNMENT; OTHER RIGHTS)
These Terms (including all policies or documents referenced herein) are the entire understanding and agreement between you and Klover regarding your use of the Services. These Terms supersede any previous or other terms or other agreement between you and Klover.
Klover may change these Terms only as described in Section 23. No other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
These Terms will be binding on, inure to the benefit of, and be enforceable against both you and us and our respective successors and assigns. Neither the course of conduct between you and us nor trade practice shall act to modify any term. You may not assign or transfer these Terms or any of your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms or our rights or obligations under these Terms at any time without notice. We hereby reserve all rights not expressly granted by these Terms. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
23. CHANGES TO THESE TERMS
We may update these Terms from time to time and will post the updated Terms on the Platform. If we make material changes, we will notify you in advance through the Mobile App, by email, or by other reasonable means, and those changes will take effect no sooner than thirty (30) days after we notify you or, if earlier, when you accept them through the Mobile App or otherwise.
Notwithstanding anything to the contrary in these Terms, if we make any future material change to the Arbitration Agreement in Section 17, we will notify you before the change takes effect, and the change will not apply to any Claim that is pending in arbitration or court, or for which either party has given the other written notice, before the change takes effect. Other changes take effect when posted. If you do not agree to the updated Terms, you may stop using the Services and close your Klover Account. By continuing to access or use the Services after updated Terms take effect, you agree to them.
24. LEGAL NOTICES
Notwithstanding anything to the contrary in these Terms, any formal legal notice, demand, or other communication of a legal nature directed to Klover, including, without limitation, notices of claims or disputes, litigation-related correspondence, service of process (where permitted by applicable law), notices of alleged intellectual property infringement, and notices required or permitted to be given to Klover under these Terms, must be sent in writing to legal@joinklover.com and, if also sent by mail, to:
Klover Holdings, Inc.
Attn: Legal Department
200 N. LaSalle St. Ste 2000
Chicago, IL 60601
A legal notice will be deemed effective only upon Klover's actual receipt at the email address designated in this paragraph. This paragraph does not change the methods specified elsewhere in these Terms for arbitration opt-out notices or informal dispute resolution notices, which continue to be governed by Section 17.
25. CONTACTING US
If you have questions regarding the Terms or the practices of Klover, please contact us by email at support@joinklover.com.
