Terms of Use

These Terms of Use ("Terms" or this "Agreement") are entered into between Divvum, Inc., a Delaware corporation ("Divvum," "Company," "we," "us," or "our"), and you, the individual using the Divvum mobile application, website, and related services (collectively, the "App") ("you" or "your").

Divvum provides a mobile application through which you can split expenses, request money, and send and receive value with friends and other users. The value you send, receive, and hold in the App is denominated in USDB, a U.S.-dollar-pegged stablecoin, and is held in a self-custodial digital wallet that you — not Divvum — control. Divvum is a software company. Divvum is not a bank, is not a money transmitter, is not a money services business, is not a broker-dealer, and is not an investment adviser. Divvum does not hold, custody, or control your funds, and does not provide banking, custody, investment, or other regulated financial services to you.

1. Acceptance of Terms

By downloading, accessing, or using the App, creating a Divvum account, or clicking to accept or agree to these Terms where that option is made available, you (i) accept and agree to be bound by these Terms, and (ii) consent to the collection, use, and disclosure of your information as described in our Privacy Policy, which is available in the App and on our website and is incorporated into these Terms by reference.

If you do not agree to these Terms, you may not access or use the App. If you are using the App on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

We may modify these Terms at any time in our discretion. We will notify you of material changes by posting updated Terms in the App or through other reasonable means. Continued use of the App after changes take effect constitutes acceptance of the revised Terms.

2. Eligibility

To use the App, you represent and warrant that you:

• Are at least 18 years old;
• Are legally able to enter into a binding contract with Divvum;
• Are a resident of the United States (or another jurisdiction we expressly support), and will use the App only in a jurisdiction where such use is lawful;
• Are not, and are not owned or controlled by, a person or entity subject to sanctions or included on any restricted-party or denied-persons list maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce, the United Nations Security Council, or any other applicable governmental authority;
• Are not located in, organized under the laws of, or ordinarily resident in Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, or Luhansk regions, or any other country or region subject to comprehensive U.S. sanctions; and
• Will use the App only for personal, non-commercial purposes.

We reserve the right to deny, limit, or discontinue access to the App to any person or in any jurisdiction, at our discretion or as required by a Third-Party Provider or applicable law.

3. What the App Does and How Your Money Is Held

3.1 Your balance is held as USDB on the Solana blockchain

The dollar balance you see in the App is not a bank balance and is not money held by Divvum. It is a balance of USDB — a stablecoin designed to maintain a value of approximately one U.S. dollar — held in a digital wallet on the Solana blockchain network (or such other blockchain networks as Divvum may support from time to time).

When you send money in the App:

• If you already hold enough USDB in your Wallet, that USDB is transferred directly to the recipient's Wallet.
• If you do not, the amount you fund by card, bank, or other payment method is converted from U.S. dollars into USDB by our on-ramp provider and delivered into your Wallet, and then transferred to the recipient's Wallet.

When you withdraw, your USDB is converted back into U.S. dollars by our off-ramp provider and sent to your linked bank account.

Divvum displays your balance in dollars for simplicity. Displaying a balance in dollars does not make it a bank deposit, a dollar held by Divvum, or an insured account. You should read Sections 4 and 11 carefully.

3.2 Your Wallet is self-custodial

The App allows you to create a personal digital wallet (your "Divvum Wallet" or "Wallet") to hold, send, and receive USDB and other supported stablecoins on Solana.

Divvum does not custody, control, hold, or have the ability to unilaterally access, move, freeze, or transact with the digital assets in your Wallet. Your Wallet is created and secured using embedded-wallet infrastructure and key-management technology provided by Privy, Inc. (our "Wallet Infrastructure Provider").

This means:

• Divvum cannot recover, reset, or restore access to your Wallet if you lose your Authentication Method (defined below), except to the extent our Wallet Infrastructure Provider's recovery mechanisms make that possible.
• Divvum cannot reverse, cancel, or freeze a transaction once it has been broadcast to and confirmed on the Solana network.
• Divvum cannot make transactions using your Wallet without your authorization.
• You, and only you, are responsible for safeguarding the login credentials, passcodes, biometric authentication, recovery mechanisms, or other means used to access and authorize transactions from your Wallet (collectively, your "Authentication Method").

Your Wallet is created automatically when you create your Divvum account, as part of the sign-up process. You may export or otherwise access your Wallet independently of the App to the extent our Wallet Infrastructure Provider supports doing so.

You acknowledge and agree that anyone who gains access to your Authentication Method can access, transfer, or spend the digital assets in your Wallet, and that if you lose access to your Authentication Method, you may permanently lose access to your digital assets. Divvum bears no liability for any such loss.

3.3 Funding your Wallet (on-ramp)

You may fund a transaction using a debit card, credit card, Apple Pay, or a linked bank account, processed through Stripe, Inc. ("Stripe") and its fiat-to-crypto on-ramp infrastructure, and/or through Bridge Building, Inc. ("Bridge"). The payment method you use is charged in U.S. dollars, and the corresponding amount of USDB is delivered into your Wallet.

Funding is initiated as part of sending money. Divvum may, but is not required to, offer a standalone "add funds" feature. Any funds you hold in your Wallet as a result of receiving money from another user remain in your Wallet until you send or withdraw them.

You authorize Divvum and our Third-Party Providers to charge your selected payment method for the amount you initiate, plus any applicable fees disclosed to you at the time of the transaction. As of the date of these Terms, Divvum absorbs the on-ramp processing fee rather than passing it to you — see Section 6.

3.4 Sending money

When you initiate a send, Divvum submits instructions to our Third-Party Providers and to the Solana network to transfer USDB from your Wallet to the recipient's Wallet. You authorize each such transfer when you confirm it in the App.

Sends are irreversible. Once a transfer is confirmed on the Solana network, Divvum cannot cancel, reverse, refund, or recover it. If you send money to the wrong person or in the wrong amount, your only recourse is to ask that person to send it back. Divvum does not offer purchase protection, chargeback rights, buyer protection, or dispute resolution for transactions between users. Do not use the App to pay strangers or to purchase goods or services from people you do not know and trust.

If a send fails — for example, if your card is declined, or if the on-ramp completes but the transfer does not — we will notify you, and any USDB already delivered to your Wallet remains in your Wallet.

3.5 Withdrawing (off-ramp)

You may withdraw the value in your Wallet to an external bank account. To do so, you will link a bank account through Plaid Inc. ("Plaid"), and Bridge will convert your USDB into U.S. dollars and initiate a transfer to that account by ACH or, where available, by instant payout.

By linking a bank account, you authorize Plaid to access information from your financial institution as described in Plaid's privacy policy, and you authorize Bridge to initiate credits (and, where necessary to correct an error, debits) to that account.

Withdrawals may only be made to a bank account held in your own name. Withdrawals are subject to identity verification (Section 5), to the fee schedule disclosed in the App (Section 6), and to processing times and limits imposed by Bridge, Plaid, and the receiving financial institution, which are outside Divvum's control.

3.6 Requests, splits, groups, and social features

The App allows you to request money, split expenses, create groups, send pokes and reminders, and interact socially with other users. A payment request is not an invoice, a debt, or a legally binding obligation. It is a message. Divvum does not collect debts, does not guarantee that any request will be paid, and is not a party to any underlying agreement between you and another user.

The App also lets you attach GIFs to payments, requests, and messages. GIF search and delivery is provided by Klipy (see Section 7). When you search for a GIF, your search terms are sent to Klipy in order to return results. GIFs are third-party content that Divvum does not create, host, or review in advance.

You are responsible for the content you submit through the App, including names, notes, memos, GIFs, group content, and profile information. You may not submit content that is unlawful, harassing, defamatory, obscene, or that infringes another person's rights. We may remove content and suspend accounts for violations.

3.7 Ranks, leaderboards, and your Repayment Record

Divvum measures how quickly you settle what you owe and turns that into social standing.

• Your Repayment Record. Each time you are asked to pay — through a request, a split, or a group expense — and each time you settle it, Divvum records the obligation, the amount, when it was created, and when it was settled. Together these events are your "Repayment Record." It is an append-only log of things that actually happened. It is not a credit score, it is not a consumer report, and Divvum does not furnish it to anyone.
• Rank. Your average payback time determines a rank — currently Bronze, Silver, Gold, Platinum, and Emerald. Ranks carry status and standing only. They carry no financial perks, no fee benefits, no credit, no interest, no yield, and no monetary value of any kind, and they do not affect the terms on which you can use the App.
• Leaderboard. Your rank and average payback time appear on leaderboards built from the people you are connected with. There is no public feed and no global leaderboard. Using the App means your connections can see how quickly you settle up — that is the point of Divvum, and there is no setting that hides it from them.
• We may change how ranks and leaderboards work. Rank thresholds, the averaging window, and leaderboard mechanics are product features and we may adjust, suspend, or discontinue them at any time. Because they carry no financial value, a change takes nothing of value away from you.

3.8 Points

The App awards points ("Points") for eligible activity.

At launch, Points cannot be redeemed for anything. The Rewards area of the App displays Coming soon. Divvum has no rewards program, no rewards catalog, and no rewards partner in operation.

You acknowledge and agree that:

• Points have no cash value and no monetary value. They are not money, not currency, not a stored-value or prepaid product, not a security, not property, and not a digital asset or token. They exist solely as a number in Divvum's records and do not exist on any blockchain.
• Points are not redeemable. Divvum does not promise, and has not promised, that Points will ever become redeemable for cash, goods, services, discounts, rewards, or anything else. Divvum may never launch a redemption program. Nothing in the App, in any marketing material, or in these Terms is a commitment that Points will acquire value.
• Points are earned for activity, not for holding a balance. Points are awarded for qualifying actions such as settling requests on time, referring users, and participating in features we designate from time to time. Points are not, and will never be, awarded based on the amount of USDB you hold or how long you hold it. Points are not interest, are not yield, and are not a return on your balance.
• Points are not transferable and cannot be sold, assigned, gifted, or exchanged between users or to anyone else.
• We may change or remove Points at any time. We may modify how Points are earned, adjust or reset balances, expire Points, or discontinue Points entirely, at any time, without notice and without liability to you. Because Points have no value, you lose nothing of value if we do.
• If Divvum ever launches a program through which Points can be redeemed, that program will have its own terms, which you will be asked to accept at that time and which will govern redemption.

4. Divvum Is Not a Bank, Money Transmitter, or Financial Institution

DIVVUM IS A SOFTWARE COMPANY. DIVVUM DEVELOPS AND PROVIDES THE APP AS NON-CUSTODIAL SOFTWARE THAT INTERFACES WITH INDEPENDENT, LICENSED THIRD-PARTY FINANCIAL INFRASTRUCTURE PROVIDERS. DIVVUM IS NOT A BANK, IS NOT INSURED BY THE FDIC OR ANY OTHER DEPOSIT INSURANCE SCHEME, IS NOT A MONEY SERVICES BUSINESS OR MONEY TRANSMITTER UNDER THE BANK SECRECY ACT OR ANY STATE MONEY TRANSMISSION LAW, IS NOT A BROKER-DEALER, IS NOT AN INVESTMENT ADVISER, AND IS NOT A VIRTUAL ASSET SERVICE PROVIDER.

You understand and agree that:

• The value in your Wallet is held as stablecoins on a public blockchain, in a wallet you control. It is not a bank deposit, is not held by Divvum, and is not insured by the FDIC, NCUA, SIPC, or any similar deposit or investment insurance scheme.
• Custody, fiat on-ramp and off-ramp, and money-transmission functions in connection with the App are performed exclusively by our licensed Third-Party Providers, not by Divvum.
• Divvum does not hold, safeguard, or exercise control over your digital assets, does not act as an intermediary in transactions between you and other users, and does not provide investment, brokerage, or advisory services.
• Divvum is not a consumer reporting agency, does not prepare consumer reports, and does not furnish information to consumer reporting agencies.
• Nothing in the App or these Terms is an offer, solicitation, or recommendation to buy, sell, or hold any digital asset, or investment, legal, or tax advice.

Divvum's role is limited to providing the software interface, the social and record-keeping features, and related non-custodial application functionality that allows you to interact with the Solana blockchain and with our Third-Party Providers.

5. Identity Verification (KYC)

Before you can send, fund, or withdraw money through the App, you will be required to complete identity verification ("KYC") directly with one or more of our Third-Party Providers. This may include providing your legal name, date of birth, address, government-issued identification, and other information, and being screened against sanctions and other watchlists.

Identity verification is performed by our Third-Party Providers, not by Divvum, in accordance with their own regulatory obligations. You authorize Divvum to share information you provide with these Third-Party Providers for this purpose, as described in our Privacy Policy.

You understand and agree that:

• We may require verification at account creation, at your first transaction, or at any later time, and we may require additional or re-verification at any time.
• We may require different levels of verification for different features. Completing verification for one feature does not guarantee you are approved for another.
• We may limit the amount you can hold, send, or receive before you complete verification. Any such limit is shown to you in the App when it applies.
• Access to some or all features of the App — including sending, funding, and withdrawing — may be limited, suspended, or denied until verification is completed, or if verification cannot be completed to our or a Third-Party Provider's satisfaction.
• Neither Divvum nor any Third-Party Provider is obligated to explain a decision to decline verification.

6. Fees

Fees Divvum currently absorbs. As of the date of these Terms, Divvum pays, on your behalf and at no charge to you:

• Network ("gas") fees required to process your transactions on the Solana blockchain; and
• On-ramp processing fees charged by our payment processors when you fund a transaction by card, Apple Pay, or bank.

Fees may change. Divvum reserves the right to change its fees at any time, including by ceasing to absorb network fees or on-ramp processing fees and passing some or all of those costs to you. Any fee that applies to a transaction will be disclosed to you in the App before you confirm that transaction. Your Third-Party Providers may also charge fees for services they provide directly to you, as described in their own terms.

7. Third-Party Service Providers

Your use of the App depends on services provided by independent third parties, including:

• Privy, Inc. — non-custodial embedded wallet infrastructure and cryptographic key-management technology;
• Bridge Building, Inc. — a licensed money transmitter (registered with FinCEN; NMLS #2450917) providing fiat-to-stablecoin on-ramp and off-ramp services, payment orchestration, settlement, virtual accounts, and related compliance services including identity verification and sanctions screening;
• Stripe, Inc. and its affiliates — card and payment processing and fiat-to-crypto on-ramp services, and related compliance services including identity verification and sanctions screening;
• Plaid Inc. — bank account linking and verification services used in connection with withdrawals;
• Google LLC (Firebase) — authentication, database, storage, and backend infrastructure on which the App runs;
• Klipy — GIF search and delivery used in the App's social features; and
• Apple Inc. and Google LLC — app distribution and, where applicable, sign-in and in-app purchase processing.

These companies are referred to collectively as "Third-Party Providers."

Your use of any Third-Party Provider's services through the App is governed by that provider's own terms of service and privacy policy, which you are responsible for reviewing and accepting separately. Divvum does not control, and is not responsible for, the acts, omissions, availability, security, or performance of any Third-Party Provider. If a Third-Party Provider suspends, delays, or terminates its services, your ability to fund, send, withdraw, or otherwise use the App may be impaired, and Divvum will have no liability to you as a result.

8. Account Registration and Security

To use the App, you must create an account using a supported sign-in method (currently Apple or Google sign-in, plus phone number verification) provided through our Wallet Infrastructure Provider. Your Divvum Wallet is created automatically at sign-up.

You agree to provide accurate, current, and complete information and to keep it up to date. This includes your date of birth, which we use to confirm you are 18 or older.

You are solely responsible for maintaining the confidentiality of your Authentication Method and for all activity that occurs through your account, whether or not authorized by you, except to the extent caused by Divvum's gross negligence or willful misconduct. Because your Wallet is self-custodial and transactions on the Solana network are irreversible, Divvum cannot reverse or recover funds transferred by anyone who gains access to your account. You agree to notify us immediately at contact@divvum.app if you become aware of any unauthorized access.

We may suspend or terminate your account at any time, with or without notice, if we believe you have violated these Terms, engaged in fraudulent or illegal activity, posed a risk to Divvum or other users, or if required to do so by a Third-Party Provider or applicable law.

9. Acceptable Use

You agree that you will not use the App to:

• Violate any applicable law or regulation, including anti-money laundering, counter-terrorist financing, sanctions, or tax laws;
• Send, receive, or facilitate the transfer of funds that are the proceeds of illegal activity, or transact with any person or entity in violation of Section 2;
• Impersonate any person, provide false information, or circumvent our identity verification processes;
• Engage in money laundering, terrorist financing, fraud, market manipulation, or any activity that could cause Divvum or its Third-Party Providers to violate applicable law;
• Use bots, scripts, multiple accounts, coordinated or circular transactions, or any other artificial means to inflate Points, manipulate your rank or leaderboard position, or create a Repayment Record that does not reflect real obligations honestly settled;
• Interfere with, disrupt, or attempt to gain unauthorized access to the App or its underlying systems;
• Use the App for commercial money transmission, to accept payment for goods or services as a business, as a payment processor, or to operate a money services business; or
• Use the App to speculate, trade, or engage in investment activity in digital assets.

We reserve the right to investigate suspected violations, to report suspicious activity to law enforcement or regulators, and to suspend, limit, or terminate access to the App in connection with any suspected violation, in each case in our discretion and, where legally required, in coordination with our Third-Party Providers' compliance obligations.

If we determine that Points, a rank, or Repayment Record entries were obtained through activity prohibited by this Section, we may reverse, correct, or delete them. Correcting a manufactured record is not a penalty; it is what keeps the record worth anything.

10. Ownership of Your Data

10.1 The data Divvum collects is Divvum's own

Divvum collects, generates, and maintains information about your account and your activity in the App — including your profile, your social connections, your requests, splits, and groups, your Points, your rank, and your Repayment Record. As between you and Divvum, and as between Divvum and its Third-Party Providers, that information is Divvum's own data, collected by Divvum through the App under these Terms and our Privacy Policy, and it is independent of any data any Third-Party Provider holds about you.

Nothing in this Section changes your rights in your own personal information under applicable privacy law, which are described in Section 8 of our Privacy Policy and which we honor.

10.2 Divvum does not sell your personal information

Divvum does not sell your personal information, and does not share it for cross-context behavioral advertising. We do not operate an advertising network, we do not sell your transaction history or Repayment Record to data brokers, and we do not make your information available for anyone else's marketing.

11. Digital Asset and Blockchain Risk Disclosures

Use of the App involves digital assets and therefore involves significant risk. By using the App, you acknowledge and accept the following:

• Stablecoins can lose their peg. USDB is designed to maintain a value of approximately one U.S. dollar, but that value is not guaranteed. In adverse circumstances, USDB could trade below one dollar, and its issuer could fail to maintain the peg or become unable to honor redemptions. If that happens, the dollar value shown in your Divvum balance may not be recoverable in full. Divvum has no control over and assumes no responsibility for the performance of any stablecoin issuer.
• Blockchain transactions are irreversible. Once a transaction is confirmed on Solana, it cannot be reversed by Divvum, by our Third-Party Providers, or by anyone else. If you send funds to the wrong recipient or in the wrong amount, they will likely be unrecoverable.
• Blockchain networks can fail. Solana and other blockchain networks may experience outages, congestion, halts, forks, or other technical issues beyond Divvum's control, which may delay or prevent your transactions, including withdrawals.
• Technology risk. Digital wallets and blockchain technology may be affected by software bugs, cybersecurity vulnerabilities, or advances in cryptography (including quantum computing) that could result in loss of access to or theft of digital assets.
• Regulatory risk. Laws and regulations affecting digital assets, stablecoins, self-custodial wallets, or the entities Divvum relies upon are evolving rapidly and could adversely affect your ability to use the App or access your funds, potentially without notice.
• Third-party dependency risk. Your ability to convert dollars into USDB and back again depends entirely on Third-Party Providers. If they suspend service, your funds remain in your Wallet, but your ability to withdraw them to a bank account through the App may be delayed or unavailable.
• Tax. You are solely responsible for determining and paying any taxes that apply to your use of the App, including any tax consequences of acquiring, holding, transferring, or disposing of digital assets. Divvum does not provide tax advice and does not report on your behalf except as required by law.

YOU ACKNOWLEDGE THAT YOU UNDERSTAND THESE RISKS AND THAT YOU ARE SOLELY RESPONSIBLE FOR EVALUATING WHETHER USE OF THE APP IS APPROPRIATE FOR YOU.

12. No Professional Advice; No Fiduciary Duty

Information provided in or through the App — including any educational content about stablecoins, Points, ranks, or your Repayment Record — is for general informational purposes only and does not constitute financial, legal, tax, or investment advice. Your rank and your Repayment Record are not a credit score, a credit rating, or an assessment of your creditworthiness, and nothing in the App is a prediction of whether any third party will extend you credit or anything else. You should consult your own professional advisors before making decisions related to your use of the App. Nothing in these Terms creates a fiduciary, advisory, agency, or trust relationship between you and Divvum; our obligations to you are limited to those expressly set out in these Terms.

13. Communications

By creating an account, you consent to receive communications from us electronically, including push notifications, in-app messages, SMS, and email, relating to your account, transactions, security, and the App. You may opt out of promotional messages; you may not opt out of transactional and security communications while you maintain an account. Message and data rates may apply.

14. Intellectual Property

The App, including its software, design, trademarks (including "Divvum" and the Divvum Tree mascot), logos, and all content we make available (excluding your own content and third-party content such as GIFs), is owned by Divvum or its licensors and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the App for its intended personal, non-commercial purpose, subject to these Terms. You may not copy, modify, reverse-engineer, decompile, resell, sublicense, or create derivative works based on the App, except as permitted by applicable law.

You retain ownership of the content you submit. You grant Divvum a non-exclusive, worldwide, royalty-free license to host, store, reproduce, and display that content solely to operate and provide the App — for example, to show your memo to the person you paid, or your name and rank to your connections.

If you submit feedback, suggestions, or ideas about the App, you grant Divvum a perpetual, irrevocable, royalty-free license to use them for any purpose without obligation to compensate or credit you.

15. App Store Terms

You obtain the App through the Apple App Store or the Google Play Store, and your use is also subject to that store's terms.

If you obtained the App from the Apple App Store, you acknowledge that: these Terms are between you and Divvum only, not Apple; Apple has no obligation to provide maintenance or support for the App; Apple is not responsible for any product warranties, for any claim that the App infringes intellectual property rights, or for addressing any claim you have relating to the App; and Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you. You also represent that you are not located in a country subject to a U.S. Government embargo or designated as a terrorist-supporting country, and are not on any U.S. Government restricted-party list.

Any purchase you make through an app store is processed by that store, not by Divvum, under that store's terms, and refunds for such purchases are handled by that store.

16. Termination

You may stop using the App and close your account at any time by following the process described in the App. We recommend you withdraw your balance before doing so.

We may suspend or terminate your access to the App at any time, with or without cause or notice, in our sole discretion, including where required by a Third-Party Provider or applicable law.

Upon termination, your license to use the App ends immediately. Because Divvum never holds custody of your funds, your Wallet and the digital assets in it remain yours. Your ability to access that Wallet after termination depends on the recovery and export mechanisms made available by our Wallet Infrastructure Provider.

Your Points and rank are forfeited and have no value, consistent with Section 3.8.

Provisions of these Terms that by their nature should survive termination — including intellectual property, disclaimers, indemnification, limitation of liability, and dispute resolution — will survive.

17. Warranty Disclaimers

THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DIVVUM DOES NOT WARRANT THAT THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT THE SOLANA NETWORK, WALLET INFRASTRUCTURE, STABLECOIN ISSUERS, OR THIRD-PARTY PROVIDERS THE APP RELIES UPON WILL OPERATE WITHOUT INTERRUPTION OR ERROR. DIVVUM DOES NOT WARRANT THAT ANY STABLECOIN WILL MAINTAIN ITS VALUE. YOUR USE OF THE APP, INCLUDING YOUR SELF-CUSTODIAL WALLET, IS AT YOUR OWN RISK.

18. Indemnification

You agree to indemnify, defend, and hold harmless Divvum and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use or misuse of the App; (b) your violation of these Terms or applicable law; (c) your interactions with other users or Third-Party Providers; or (d) any content or transaction you submit or initiate through the App.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIVVUM AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, OR DIGITAL ASSETS, ARISING OUT OF OR RELATED TO YOUR USE OF THE APP, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DIVVUM'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE APP WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO DIVVUM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

20. Dispute Resolution; Arbitration; Class Action Waiver

20.1 Talk to us first

Before starting an arbitration or filing any claim, you agree to contact us at contact@divvum.app and describe the problem, what you want, and how to reach you. We will do the same if we have a claim against you. Both of us agree to try to resolve the dispute informally for sixty (60) days from the date that notice is received. Many disputes are resolved this way, and neither of us may begin arbitration before those sixty days have passed. This period pauses any applicable limitations deadline.

20.2 Agreement to arbitrate

If we cannot resolve the dispute informally, you and Divvum agree that any dispute, claim, or controversy arising out of or relating to these Terms, the App, or your relationship with Divvum will be resolved by binding individual arbitration, and not in court, except as stated in Section 20.3.

Arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules in effect when the arbitration begins, as modified by these Terms. The arbitrator's decision is final and binding, and judgment on the award may be entered in any court with jurisdiction.

The Federal Arbitration Act governs this Section, including its enforceability.

How it works in practice. The arbitration will be held in the county where you live, or by telephone or video conference, at your choice. If your claim is for $25,000 or less, you may choose to have it decided on written submissions alone. Divvum will pay all arbitration filing and administrative fees for claims under $25,000, except where the arbitrator finds your claim was frivolous. Each side is otherwise responsible for its own attorneys' fees unless the law or the arbitrator says otherwise.

The arbitrator decides everything a court could, including whether a claim is arbitrable — except that a court, not the arbitrator, decides whether Section 20.4 is enforceable.

20.3 What is not covered

Either you or Divvum may:

• Bring an individual claim in small claims court, if it qualifies; and
• Ask a court for an injunction or other equitable relief to stop infringement or misuse of intellectual property.

Nothing in this Section prevents you from reporting a concern to a government agency, and nothing waives any right that cannot be waived by law.

20.4 No class actions

You and Divvum agree to bring claims only in an individual capacity, and not as a plaintiff or class member in any class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims or preside over any form of representative proceeding, and may award relief only to the individual party seeking it.

If this Section 20.4 is found unenforceable as to a particular claim or request for relief, that claim or request is severed from the arbitration and must be brought in court, and the rest of this Section 20 continues to apply to everything else.

20.5 Your right to opt out

You may opt out of this arbitration agreement. Send written notice to contact@divvum.app, or by mail to Divvum, Inc., 131 Continental Dr, Suite 305, Newark, DE 19713, within thirty (30) days of first accepting these Terms. Include your name, the email address on your account, and a clear statement that you want to opt out of arbitration.

Opting out costs you nothing. It does not affect your account, your access to the App, or anything else, and we will not treat you differently for doing it. If you opt out, disputes go to court under Section 21 and the class waiver in Section 20.4 does not apply to you.

20.6 If these Terms change

If we materially change this Section 20 after you accept it, you may reject the change by writing to contact@divvum.app within thirty (30) days of the change taking effect, and the version you originally accepted will continue to apply between us.

21. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, except that the Federal Arbitration Act governs the arbitration provisions in Section 20.

22. General Terms

• Entire Agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and Divvum regarding the App.
• Severability. If any provision is found unenforceable, the remaining provisions remain in full effect.
• No Waiver. Our failure to enforce any right or provision is not a waiver of it.
• Assignment. You may not assign these Terms without our prior written consent; Divvum may assign freely, including in connection with a merger, acquisition, or sale of assets.
• Notices. We may provide notices to you electronically, including through the App or by email.
• Force Majeure. Divvum will not be liable for delays or failures in performance resulting from causes beyond its reasonable control, including blockchain network outages and Third-Party Provider failures.

23. Contact Us

Questions about these Terms:

Divvum, Inc.
contact@divvum.com
131 Continental Dr, Suite 305, Newark, DE 19713