CoreVest American Finance Lender LLC Terms of Service

CoreVest makes the Products available to you, as well as to your representatives, employees, and officers (collectively, “Authorized Users”) pursuant to this Agreement, the CoreVest Privacy Notice, and any supplemental policies or terms that CoreVest may present to you for review and acceptance at the time you access the Products, all of which are hereby incorporated into and form a part of this Agreement.

To access the Portal, you must register for an account (the “Customer Account”) on the Website. You understand that your Customer Account is solely for your use, and you will not share your Customer Account credentials with anyone. You are fully responsible for all activities on the Portal associated with your Customer Account.

You are solely responsible for (i) following instructions that CoreVest provides to you with respect to the Portal, and (ii) maintaining applicable accounts with providers of third-party websites, services, and applications ("Third Party Products"). You will adequately secure and keep confidential any credentials associated with, and any information accessible via, your Customer Account. You accept all risks of unauthorized use of your Customer Account arising from your failure to implement security safeguards or otherwise maintain the confidentiality of your Customer Account or credentials and hereby release, indemnify, defend, and hold harmless from any liability in connection with any such unauthorized access. If you believe or suspect that your Customer Account or any credentials have been accessed or compromised, you must immediately notify CoreVest at [email protected]. CoreVest reserves the right to prevent access to the Portal or your Customer Account if CoreVest has reason to believe that your Customer Account or credentials have been compromised.

You may use the Products only if this Agreement represents a legally binding contract between us and you, and only in compliance with all applicable local, state, national, and international laws, rules and regulations, including, without limitation, any financial regulatory laws, anti-money laundering laws, or privacy laws (collectively, “Applicable Laws”) and this Agreement. You may not, and shall ensure that Authorized Users do not, use the Products in any manner that would violate the rights of any third party, including, without limitation, the storing or processing of any third party confidential, personal, or payment information into the Products without proper lawful license or permission to do so.

If your access to or use of the Products is prohibited by any Applicable Laws and/or this Agreement, then you are not authorized to, and you may not, use the Products. CoreVest is not, and will not be, responsible or liable for any access to or use of the Products in violation of any Applicable Laws.

YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND COMPLYING WITH ALL APPLICABLE LAWS AND ALL OTHER ELIGIBILITY REQUIREMENTS FOR THE PRODUCTS (COLLECTIVELY, “ELIGIBILITY REQUIREMENTS”). YOU EXPRESSLY RELIEVE COREVEST FROM ANY AND ALL LIABILITY ARISING FROM ANY NONCOMPLIANCE WITH ANY ELIGIBILITY REQUIREMENTS, AND COREVEST IS NOT AND WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF ANY NONCOMPLIANCE WITH ANY ELIGIBILITY REQUIREMENTS.

By consenting to CoreVest’s call and SMS/text messaging service, as applicable, you expressly consent and agree to receive calls and recurring SMS/text messages with service-related and promotional messages, including updates, alerts, and information (e.g., account alerts, etc.) and promotions, specials, and other marketing offers (e.g., cart reminders) from and on behalf of CoreVest via calls and SMS/text messages through your wireless provider to the mobile number you provided, even if your mobile number is registered on any state or federal Do Not Call list. Calls and text messages may be sent using an automatic telephone dialing system or other technology.

You understand that you do not have to sign up for this service in order to use the Products, and your consent is not a condition of transacting with CoreVest. Your participation in this service is completely voluntary.

We do not charge for the service, but you are responsible for all charges and fees associated with calls and text messaging imposed by your wireless provider. Message frequency varies. Standard message and data rates may apply from your wireless provider. Check your mobile plan and contact your wireless provider for details. You are solely responsible for all charges related to calls and SMS/text messages, including charges from your wireless provider.

You may opt-out of the service at any time. To unsubscribe from text messages and calls at any time, text STOP to [] or reply STOP to any text message you receive from CoreVest. You consent that following such a request to unsubscribe, you may receive one final text message from CoreVest confirming your request. For help, text HELP to [] or contact us at [email protected].

Without limiting any other section of this Agreement, if you access or use the Products, you represent and warrant that:

• your access to or use of the Products is not prohibited by, and does not otherwise violate or assist you to violate, any Applicable Laws;
• you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use, Customer Data (as defined in Section 5(b) below);
• you and any Authorized Users have been authorized by all required legal action, to input Customer Data into the Products and to have Customer Data stored by CoreVest;
• you permit CoreVest to use and distribute Customer Data as necessary to exercise the licenses granted by you in this Agreement;
• Customer Data, and the use thereof as contemplated herein, does not and will not infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
• your privacy policies and practices, if applicable, allow you to provide Customer Data, including Customer Data with respect to Authorized Users, to CoreVest, and do not prohibit or conflict with CoreVest’s ability to use, store, and disclose such Customer Data as set forth in this Agreement;
• you are a person or entity who resides in, is located in, is incorporated in, or has a registered office in the United States, and are accessing the Products from within the United States;
• you are not, and for the duration of the time you use the Products, will not be (i) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the U.S. Department of Treasury) (collectively, “Sanctioned Person”), or (ii) a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States, including without limitation Cuba, the Crimea, Donetsk, and Luhansk regions of Ukraine, Iran, North Korea, Russia, Syria, or Yemen (collectively, “Restricted Territories”);
• you do not intend to, and will not, transact with any Sanctioned Person or any person in any Restricted Territory;
• you do not, and will not, use a virtual private network or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Products; and
• all information that you provide in connection with the Products is and will at all times remain current, complete, and accurate.

Without limiting any other section of this Agreement, if you access or use the Products, you agree that:

• you will provide CoreVest with good faith cooperation and access to such information and personnel assistance as may be reasonably required by CoreVest in order to provide the Products;
• you will use the most recent versions of Google Chrome, Microsoft Edge, Mozilla Firefox, or Apple Safari Internet browsers to access and use the Products;
• you are solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Products, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing;
• you are solely responsible for your use of the Products, including without limitation all transactions you engage in using the Products;
• CoreVest does not and will not act as an agent for you or any other user of the Products, and all transactions you engage in using the Products are considered unsolicited, which means that they are solely initiated by you;
• CoreVest has no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any transactions that you engage in using the Products;
• you are solely responsible for any and all fees, including without limitation any transaction fees, which may be required in connection with your use of the Products, including without limitation any transactions that you engage in using the Products; and
• you are solely responsible for reporting and paying any and all taxes applicable to your use of the Products, including without limitation any transactions that you engage in using the Products.

The Portal is not intended to be a failsafe data warehouse or data back-up solution. In the event of any loss or corruption of your data submitted through the Portal, CoreVest shall use its commercially reasonable efforts to restore the lost or corrupted data from the latest backup of such data maintained by CoreVest. You acknowledge that full restoration of data may not be possible under all circumstances.

Except to the extent a restriction is prohibited by any Applicable Laws, you agree that you, and any Authorized Users, will not:

• use the Products in any way that violates, or promotes the violation of, any (i) Applicable Laws, (ii) contractual obligation, or right of any person, including, but not limited to, intellectual property and other proprietary rights, or (iii) the terms of this Agreement;
• use any device, software or routine that interferes with the proper working of any Product;
• allow access to or use of the Customer Account by anyone other than you or the Authorized Users;
• copy, modify or distribute any portion of the Products, including without limitation, through screen scraping or the use of automated scripts or procedures;
• attempt to probe, scan, or test the vulnerability of the Products, or otherwise seek to interfere with or compromise the integrity, security, or proper functioning of the Products;
• attempt to interfere with the proper working of the Products, or interfere with, damage, or disrupt any parts of the Products, the server(s) on which the Products is stored, or any server, computer or database connected to the Products;
• further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
• encourage, induce, or assist any third party to engage in any of the activities described in this section.

The Products may enable you to access, use, or otherwise interact with products, services, promotions, resources, or other content provided by one or more third parties that are not owned or controlled by us (collectively, “Third-Party Services”), and certain functionalities of the Products may require your use of Third-Party Services.

YOUR ACCESS TO AND/OR USE OF ANY THIRD-PARTY SERVICE, INCLUDING BUT NOT LIMITED TO ANY INTERACTION OR TRANSACTION BY YOU WITH, ON, OR THROUGH ANY THIRD-PARTY SERVICE, IS SUBJECT TO THE APPLICABLE THIRD-PARTY SERVICE’S TERMS AND CONDITIONS AND/OR ANY OTHER TERMS MADE AVAILABLE ON OR AGREED TO BY YOU IN CONNECTION WITH SUCH THIRD-PARTY SERVICE, AND ANY TRANSACTION AND/OR INTERACTION BY YOU WITH, ON OR THROUGH A THIRD-PARTY SERVICE IS SOLELY BETWEEN YOU AND THE APPLICABLE THIRD PARTY. IF YOU ACCESS, USE, OR INTERACT WITH A THIRD-PARTY SERVICE IN ANY WAY, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THIS AGREEMENT DOES NOT APPLY TO YOUR USE OF SUCH THIRD-PARTY SERVICES.

COREVEST DOES NOT APPROVE, MONITOR, ENDORSE, WARRANT, OR ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES, AND COREVEST IS NOT AND WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF ANY THIRD-PARTY SERVICE, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS; (II) SERVER FAILURE OR DATA LOSS; OR (III) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE PRODUCTS OR ANY THIRD-PARTY SERVICES.

YOU EXPRESSLY RELIEVE COREVEST FROM ANY AND ALL LIABILITY RELATING TO YOUR ACCESS TO, USE OF, OR INTERACTION WITH, OR RELIANCE ON, ANY THIRD-PARTY SERVICE.

EACH OF OUR PRODUCTS IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF EACH OF OUR PRODUCTS IS AT YOUR OWN RISK. WE DO NOT REPRESENT OR WARRANT THAT ACCESS TO ANY OF OUR PRODUCTS WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR SECURE; THAT THE INFORMATION CONTAINED IN ANY OF OUR PRODUCTS WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; OR THAT ANY OF OUR PRODUCTS WILL BE FREE FROM ERRORS, DEFECTS, VIRUSES, OR OTHER HARMFUL ELEMENTS. NO ADVICE, INFORMATION, OR STATEMENT THAT WE MAKE SHOULD BE TREATED AS CREATING ANY WARRANTY CONCERNING ANY OF OUR PRODUCTS.

You agree that this Agreement, and any information provided by or obtained from the Products, are for informational purposes only, are not intended to be relied upon for professional advice of any sort, and are not a substitute for information from experts or professionals in the applicable area. You should not take, or refrain from taking, any action or decision based on any information contained in the Products. If, and before you make any financial, legal, or other decisions involving the Products, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

We reserve the right, in our sole discretion, to modify this Agreement from time to time. If we make any material modifications, we will notify you by posting the updated Agreement on our Website at http://www.corevestfinance.com/terms and by updating the date at the top of this Agreement. All modifications will be effective when they are posted, and your continued access to or use of any of the Products will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using all of the Products.

We reserve the following rights, which do not constitute obligations of ours: (i) with or without notice to you, to modify, substitute, eliminate or add to any of the Products; (ii) to review, modify, filter, disable, delete, and remove any and all content and information from any of the Products.

Except as provided in Section 5(b), the Products and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by us, our licensors or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Neither this Agreement nor your use of the Products transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except as indicated otherwise.

Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use our Products solely in accordance with this Agreement. You agree that you will not use, modify, distribute, tamper with, reverse engineer, disassemble or decompile any of our Products for any purpose other than as expressly permitted pursuant to this Agreement. Except as set forth in this Agreement, we grant you no rights to any of our Products, including any intellectual property rights.

You shall retain all right, title, and interest in and to your intellectual property rights in any data you input into and/or stored by the Products by or for you or Authorized Users, including data and personal information (the “Customer Data”). By importing or processing Customer Data, you grant to us, and to our third-party contractors, the right and license to reproduce, distribute, modify, and adapt such Customer Data to provide you with the Products and to market to you additional products and services provided by us, our affiliates, and our subsidiaries. In addition, you acknowledge and agree that our third-party subcontractors may have access to Customer Data in connection with maintaining and developing the Products, or as necessary in connection with one or more of your CoreVest account(s). We may use or disclose Customer Data as may be required by law or legal process, and we shall provide reasonable notice to you of any such disclosure. The use and disclosure of your Customer Data is governed by our Privacy Notice .

You grant us a non-exclusive, non-transferable (except as permitted under Section 12(d)), revocable, limited right to use your name, trademarks, and logos (collectively, the “Customer Marks”) in accordance with your trademarks and logo use guidelines that you provide to us, if any. Any public use by CoreVest of the Customer Marks shall be subject to your prior consent, except that we may use the Customer Marks to identify you as a customer of CoreVest, including on the CoreVest corporate website. All goodwill developed from such use shall be solely for your benefit.

If you provide us with any feedback or suggestions regarding the Products (“Feedback”), you hereby assign to us all rights in such Feedback and agree that we have the right to use and fully exploit such Feedback and related information in any manner we deem appropriate. Any Feedback you provide will be treated as non-confidential and non-proprietary, and we will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

The term of this Agreement will commence on the earliest of the date you first accept this Agreement or begin using any of the Products and will continue until terminated as provided in this Agreement (the “Term”).

CoreVest may immediately terminate this Agreement without liability to you for any actual or suspected violation of any provision of this Agreement. You may deactivate your Customer Account by submitting a request to [email protected], however (i) such action will not be deemed a termination of the Agreement or any associated payment obligations; and (ii) the terms of this Agreement shall continue to apply until the end of the then-current Term, and to any use of the Products whether during or after the Term. You may immediately terminate this Agreement if CoreVest is in material breach of any material term contained in this Agreement and fails to cure such breach within thirty (30) days following CoreVest’s receipt of written notice thereof. Either party may immediately terminate this Agreement if the other party ceases business operations, generally stops paying its debts, becomes insolvent, or becomes the subject of a petition in bankruptcy, receivership, liquidation, or assignment for the benefit of creditors, provided however that such termination shall not affect your obligation to pay any outstanding fees. Following any such termination, CoreVest may, in its discretion, continue to provide you with access to the information found in your Customer Account, including documentation uploaded to your Customer Account. In addition, following any termination CoreVest will work with you to return any information in your Customer Account. The termination of this Agreement may cause you to no longer have access through the Portal but shall not affect any of your existing arrangements or contractual obligations with us.

Upon any termination, the parties will continue to be bound by any terms of this Agreement that by their nature extend beyond termination, including, specifically Sections 5 (Ownership), 6 (Confidentiality), 7(c) (Survivability), 8 (Indemnification), 9 (Limitation of Liability), 11 (Dispute Resolution; Arbitration), and 12 (Miscellaneous).

You will indemnify, defend, and hold CoreVest and all of CoreVest’s affiliates and subsidiaries (collectively, the “CoreVest Indemnified Parties”) harmless from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to (i) your or any Authorized User’s violation of the Agreement, or (ii) any instruction given by you to CoreVest or any incomplete or incorrect information provided by you to CoreVest (collectively, a “Claim Against Us”), and will indemnify the CoreVest Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a CoreVest Indemnified Party in connection with or as a result of, and for amounts paid by a CoreVest Indemnified Party under a settlement you approve of in connection with, a Claim Against Us. We must provide you with prompt written notice of any Claim Against Us and allow you the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting your defense and settlement of such matter. This section states your sole liability with respect to, and the CoreVest Indemnified Parties’ exclusive remedy against you for, any Claim Against Us.

CoreVest agrees to indemnify, defend and hold you harmless against any and all third party claims, actions, suits, proceedings, and demands (“Claim Against You”) arising out of allegations by a third party that the Products or any portion thereof infringe(s) or otherwise violate(s) such third party’s intellectual property rights. In order to receive the benefit of the foregoing indemnity, you must (i) be in compliance with all of the terms of this Agreement applicable to you and all Applicable Laws, and (ii) give CoreVest prompt written notice of the Claim Against You, sole control to defend and settle such Claim Against You and all reasonable cooperation, at CoreVest’s expense, in CoreVest’s defense and settlement of the Claim Against You. If a claim under the foregoing clause is made or likely to be made, CoreVest may (a) procure a license to allow you to continue using the allegedly infringing component(s) of the Products, (b) modify the infringing component(s) to make them non-infringing, or (c) if (a) and (b) are not reasonably available, terminate your right to use the infringing component(s) effective immediately. This section states CoreVest's entire responsibility and your sole and exclusive remedy with respect to infringement of third party intellectual property rights under this Agreement.

In no event shall either party be liable to the other party for any incidental, special, exemplary or consequential damages, including loss of income, data, profits, revenue or business interruption, or cost of substitute services, or other economic loss, whether or not such party has been advised of the possibility of such damages, and whether any claim for recovery is based on theories of contract, warranty, tort (including negligence and strict liability) or otherwise.

In no event shall either party’s aggregate liability to the other party in connection with this Agreement exceed five thousand dollars ($5,000), regardless of the form or theory of the claim or action.

The term “Dispute” or “Disputes” means any claim, counterclaim, cross-claim, complaint, cross-complaint, controversy, or Dispute between you and CoreVest that arises out of or relates in any way whatsoever to this Agreement. Without limiting the generality of the foregoing, the term “Dispute” or “Disputes” shall include: (i) any claim, controversy or Dispute without regard to when it arose, whether it is based in contract, tort, statute, regulation, common law, or equity; or whether the remedy sought is legal or equitable, including claims for damages (whether compensatory, monetary, restitution and/or disgorgement), or injunctions, (ii) all Disputes asserted by you as a private attorney general, as a putative representative and/or member of a class of persons, or in any other representative capacity, all of which shall be heard on an individual basis only, and (iii) Disputes concerning the formation, existence, validity, enforceability, revocation or scope of this Arbitration Agreement, including any Disputes about the arbitrability of any claim or cause of action. Except as expressly excluded herein, all such Disputes shall be referred to the arbitrator and be decided by the arbitrator in accordance with this Arbitration Agreement.

Before arbitrating a Dispute, each party agrees to try to resolve the Dispute by providing written notice to the other party of the Dispute pursuant to Section 12(e). If a Dispute is not resolved within thirty (30) days of notice, either party may bring a formal proceeding.

You agree that any Dispute between you and CoreVest shall be resolved by confidential, binding arbitration, as set forth herein. You acknowledge and agree that this Arbitration Agreement results in a waiver of its right to have the Dispute resolved by a judge and jury in court in accordance with applicable rules of evidence and procedure and to have the matter heard in a public forum. You also acknowledge that you are agreeing that any Dispute will be resolved on an individual basis only and that you will neither bring nor participate as a representative plaintiff or class member in a class action with respect to any Dispute. You further acknowledge and agree that any Dispute between you and CoreVest will not be joined or consolidated with any other Dispute and that you will not bring any Dispute in any other representative capacity. To the extent permitted by law, you agree not to bring any Dispute in any private attorney general capacity.

To initiate arbitration, a party will serve a written demand for arbitration on the other party pursuant to Section 11(e) setting forth the basis of the initiating party’s claim and the amount of damages sought. The arbitration shall be conducted pursuant to the JAMS Comprehensive Arbitration Rules and Procedures before a single arbitrator who shall be a retired judge selected by the parties. If the parties cannot agree on an arbitrator, one will be appointed by JAMS. If JAMS is unwilling or unable to administer the arbitration, the arbitration shall be administered by the American Arbitration Association, in accordance with its Commercial Arbitration Rules, or by such other arbitration administrator as the parties may agree to. The parties shall share the cost of arbitration (including the administrator’s and the arbitrator’s fees) equally and bear their own legal fees and costs. The arbitration proceedings and the decision of the arbitrator will be confidential. To the extent permitted by law, no punitive or exemplary damages shall be awarded by the arbitrator. The exclusive venue for the arbitration shall be New York, New York. The arbitrator shall have no authority to conduct class arbitration, to consolidate or join Disputes of other customers with your Dispute, to hear claims brought in a private attorney general capacity, or to award injunctive relief beyond such relief as is necessary to remedy your individual injury or to prevent future injury to you alone. The arbitrator shall hear Motions to Dismiss or their equivalent and Motions for Summary Judgment. The arbitrator shall determine such motions under Rules 12 and 56 of the Federal Rules of Civil Procedure (or their equivalents if superseded) and case law construing these rules governing at the time of decision. Unless otherwise agreed by the parties, a motion to dismiss shall be filed no later than the 60th day following the appointment of the arbitrator and heard by the arbitrator within 30 days thereafter. The arbitrator shall rule on any motion to dismiss within 15 days of the hearing date on such motion. If the arbitrator allows an amended pleading, then the opposing party shall have an opportunity to move to dismiss any amended pleading. A party shall be entitled to bring a motion or motions for summary judgment at any point after the 60th day following notice of an election to arbitrate and any such motion or motions shall be heard and determined no later than 4 weeks prior to the date of any evidentiary hearing in the matter. The arbitration award will be final and conclusive on both parties and not be subject to de novo review or appeal. The arbitrator’s award may be confirmed, and judgment thereon may be entered, in any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, related to such enforcement.

You acknowledge and agree that the Agreement evidences a transaction in interstate commerce. Accordingly, the Arbitration Agreement is governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq. (the “FAA”), and not by any state or local law governing consolidation or joinder of parties or claims, the arbitrability of claims, or the enforcement of class action or jury trial waivers.

The arbitrator shall apply the FAA to all questions before him or her arising under the FAA. Subject to and to the extent not pre-empted by the FAA, the terms of this Arbitration Agreement, the applicable JAMS rules, and the law of the State of New York (without reference to its choice of law rules, other than the principles set forth in Section 51401 of the General Obligations Law of the State of New York) shall be applied (in the foregoing order of priority) by the arbitrator as the rule of decision in arbitration to issues that would be governed by state law if the Dispute were heard in court instead of in arbitration; likewise, the arbitrator shall apply federal law to all questions of federal law that arise in arbitration. The arbitrator is authorized to award on an individual basis remedies that would be available if the action were heard in a court. The arbitrator shall honor claims of privilege in accordance with federal law, if a federal claim is at issue, or New York law, if a claim governed by state law or foreign law is at issue.

Either party may bring a lawsuit in the United States District Court for the Southern District of New York, and each party consents to the jurisdiction of these courts:

• to enforce the arbitration provisions of this Agreement as provided by the FAA or applicable New York procedure;
• for equitable remedies as described in Section 11(b) on a provisional basis pending arbitration. Such equitable remedies shall remain in place until the later of such time as the arbitrator’s award entering preliminary or permanent injunctive relief (or dissolving or modifying a court-entered injunction) is (a) confirmed or (b) the time for bringing a motion to confirm the arbitral award has expired without a motion or petition for confirmation having been timely filed;
• California Residents Regarding Public Injunctive Relief: If you are a California resident and a Dispute involves a claim for public injunctive relief under California law, you may bring that claim in court. If you bring that claim in court, you further agree that CoreVest may treat such a claim as a Dispute within the meaning of this Arbitration Agreement, and that CoreVest would then have the right to demand arbitration, and if you refuse CoreVest’s demand, to move to enforce arbitration in accordance with the terms of this Arbitration Agreement pursuant to the FAA. If CoreVest brings and loses that motion, your claim for public injunctive relief will be heard in court, but you agree to stay its claim in court for public injunctive relief pending (a) exhaustion of CoreVest’s right to appeal in court from the ruling against CoreVest, and (b) completion of arbitration of all other Disputes. If CoreVest wins its motion, your claims for injunctive relief will be decided in arbitration in accordance with the terms of this Arbitration Agreement, meaning that the arbitrators can award only such injunctive relief as is necessary to remedy your own alleged injury or to prevent future injury to you alone.

If any portion of this Arbitration Agreement cannot be enforced, the unenforceable portion will be severed and the rest of this Arbitration Agreement Arbitrate will continue to apply. However, if (i) it is finally determined that the class action waiver contained in this Arbitration Agreement cannot be enforced, or (ii) the arbitrators (contrary to this Arbitration Agreement) purport to decide a Dispute on a class or other representative basis, or to award injunctive relief that extends beyond that necessary to remedy your own individual alleged injuries or to prevent future harm to you alone, then only this sentence will apply and the remainder of this Arbitration Agreement will be void. In no event will a claim for class relief (or for injunctive relief extending beyond your own individual alleged injuries or to prevent future harm to you alone) be arbitrated.

This Agreement, together with any additional terms, guidelines, and rules that are posted or otherwise made available on or through the Products, including our Privacy Notice, constitute the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications, and other understandings (if any) relating to the subject matter of this Agreement.

Each party acknowledges that a breach by the other party of any confidentiality or proprietary rights provision of this Agreement may cause the non-breaching party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching party may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and a party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity.

The headings in this Agreement are for reference only and shall not affect the interpretations of the terms of this Agreement. The terms “for example,” “including” and/or “includes” shall be deemed to mean “for example, but not limited to,” “including, but not limited to” or “includes, but is not limited to,” as applicable.

You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Agreement without our prior written consent shall be null and void. We may freely assign or transfer this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

We may provide any notice to you under this Agreement using commercially reasonable means, including using public communication channels. Notices we provide by using public communication channels will be effective upon posting.

If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any Applicable Laws and the validity or enforceability of any other provision of this Agreement shall not be affected.