THESE DATA TERMS OF USE (the “Terms”) is between Impruvu LLC, a limited liability company duly organized under the laws of the State of New Mexico (“Impruvu, Company, us, we, our”), and the User(s) of this website (“Users, you”), which you must comply with as a condition to using Impruvu’s data. If you do not agree to these terms, Impruvu does not grant you a license to use the data.

These Terms are terms of a legal agreement (the “Agreement”) between you, individually and/or as an agent on behalf of an entity or another registered member, and Impruvu that sets forth the terms and conditions for your use of Impruvu’s data. The data, including all text, articles, models, input, output, design, source code, software, photos, images, and other content or information made available, in any form or manner whatsoever, by Impruvu (collectively referred to in this Agreement as the “Data”). The Data is owned by Impruvu. By accessing, receiving, or obtaining the Data in any form or manner whatsoever, you acknowledge that you have read, understood, and agree to be bound by this Agreement between you and Impruvu and to comply with all applicable laws and regulations. You also agree to comply with these Terms, as they may be amended from time to time.

Impruvu reserves the right to amend these Terms at any time and posting the revised Terms on the Impruvu website (the “Site”) shall be the minimal notice to you of such changes. You should check these Terms periodically for changes. Unless otherwise indicated, all changes shall be effective upon posting and will supersede all previous versions. Your continued use of, receipt of, obtaining of, or access to the Data after any change to the Data Terms of Use constitutes your agreement to be bound by all provisions of the most current Data Terms of Use as posted on the Site. If you disagree with the Data Terms of Use or any changes to these Terms, your only option is to discontinue your use of, receipt of, obtaining of, or access to the Data. Impruvu may, in its sole discretion, with or without cause, terminate this Agreement at any time without prior notice or liability to you or anyone else.

LICENSE TO USE DATA

Impruvu grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable license to the use of, receipt of, obtaining of, or access to the Data for any lawful use that does not compete with products and services offered by Impruvu, any affiliates, or any subsidiaries, on the terms set forth in this Agreement. The license shall continue for as long as Impruvu makes the Data usable by or accessible to you; provided, however, that the license shall terminate immediately if you violate any terms of this Agreement. Imrpuvu may, in its sole discretion, with or without cause, modify, enhance, suspend, terminate, or discontinue this license, or restrict your access to all or a portion of the data at any time without prior notice or liability to you or anyone else. The data may contain technical inaccuracies or typographical errors, and Impruvu does not undertake any obligation or responsibility to update or amend the data, or to provide support for the use of, receipt of, obtaining of, or access to the Data. All Data obtained from or provided by Impruvu, regardless of the method of delivery, is explicitly prohibited from publication and distribution. Moreover, you represent that all Data provided by Impruvu to a user, regardless of the method of delivery, is not used for any competing purposes and only used to permit or facilitate the use of the products or services of Impruvu.

COMPLIANCE WITH LAW

You agree to use the Data only for lawful purposes. You are prohibited from any use of the Data that would constitute a violation of any applicable federal, state or local laws, including but not limited to, the Equal Credit Opportunity Act and other fair lending laws, Truth in Lending Act, Fair Debt Collection Practices Act, Federal Trade Commission Act, federal or state consumer privacy laws, state licensing laws, or state unfair and deceptive trade practices statutes, or in any manner that could give rise to any civil or criminal liability. In particular, any use or display of any Data must be in full compliance with the federal Fair Credit Reporting Act as well as all applicable state credit reporting statutes and regulations. If you receive, obtain, or access the Data from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Children under the age of 18 are not eligible to use the Data.

GENERAL RESTRICTIONS

You agree not to:

Modify or otherwise alter the Data;

Use the Data to reveal or display any non-public personally identifiable information of any user of the Site;

Use the Data to defame, libel, threaten, or harass any user of the Site;

Use the Data to bid on listings on behalf of lenders without Impruvu’s prior written consent; or

Use the Data provided by Impruvu, in any manner whatsoever for any competing uses or purposes.

You further agree that you have never used Data from Impruvu, in any manner whatsoever, in the past to compete with the products or services of Impruvu.

PROPRIETARY RIGHTS

Impruvu retains all right, title, and interest, including without limitation all intellectual property rights, in and to the Data. Any unauthorized use of such Data may violate copyright laws, trademark laws, the laws of privacy, and other statutes and regulations governing intellectual property. You shall agree to take such actions, including without limitation, execution of affidavits or other documents, as Impruvu may reasonably request to effect, perfect or confirm any of Impruvu’s rights with respect to the Data.

TRADEMARKS

The name “Impruvu” (either alone or accompanied by the Impruvu logo), the Impruvu logo, Impruvu.io, and all related logos (collectively the “Impruvu Marks”) are trademarks or service marks of Impruvu. Other company, product, and service names and logos used and displayed in the Data may be trademarks or service marks owned by Impruvu or others. The offering of the Data shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Impruvu MMarks, without our prior written permission in each instance. You may not use, copy, display, distribute, modify, or reproduce any of the trademarks found in the Data unless in accordance with written authorization by us. We prohibit use of any of the Impruvu Marks as part of a link to or from any website unless establishment of such a link is approved in writing by us in advance. Any questions concerning any Impruvu Marks, should be referred to Impruvu.

ATTRIBUTION

If you use the Data in connection with any website or with any application that makes reference to Impruvu and is designed for use by third parties, whether for free or for compensation, you must include the following notice in 8-point type or larger: “This website is not endorsed by, owned by or affiliated with Impruvu LLC.”

FEES

The Data is currently offered free of charge. Impruvu reserves the right to charge fees or royalties for access to the Data in the future.

DISCLAIMER OF WARRANTIES

You expressly understand and agree to the following disclaimers to the extent permitted by applicable law:

Your use of the Data is at your sole risk. Impruvu does not warrant or guarantee the accuracy, adequacy, timeliness, reliability, completeness, or usefulness of the Data and Impruvu disclaims liability for errors or omissions in the Data. The Data is provided on an “as-is” and “as available” basis, without any warranty, either express or implied. Impruvu disclaims all warranties, including, but not limited to, any implied warranties of non-infringement, title, merchantability, or fitness for a particular purpose, or any warranty that the site is free of viruses or other harmful components. This does not affect those warranties that are incapable of exclusion, restriction, or modification under the laws applicable to this Agreement.

Any material downloaded or otherwise obtained through the Site or the Data is acquired at your own discretion and risk and you will be solely responsible for any damage to your own computer system or loss of data that results from the download of any such material.

No advice or information, whether written or oral, obtained by you from Impruvu shall create any warranty not expressly stated in these Terms.

For more information on Impruvu’s Disclaimers, please visit our website at:

https://impruvu.io/disclaimer/

INDEMNIFICATION

The User agrees to defend, protect, indemnify, and hold the Company, and its affiliates, officers, managers, directors, employees, contractors, and subcontractors, harmless against any and all claims, demands, causes of action, and judgments of every kind and character, including regulatory agency costs, court costs, and attorneys fees, arising, occurring, growing out of, incident to, or resulting directly or indirectly from any misrepresentation made by the User on this website or in connection with the services offered on this website, regardless of whether such misrepresentation was intentional or unintentional.

The User also agrees to defend, protect, indemnify, and hold the Company, and its affiliates, officers, managers, directors, employees, contractors, and subcontractors, harmless against any and all claims, demands, causes of action, and judgments of every kind and character asserted by any third-party that arise out of or in connection with the services offered on this website, or any breach by the User of any provision of this website’s terms and conditions. The indemnities set forth in this here are subject to the restrictions or limitations imposed by law, but only to the extent of such restrictions or limitations.

For more information on Impruvu’s Indemnification, please visit our website at:

https://impruvu.io/disclaimer/

LIMITATION OF LIABILITY

EXCLUDING DAMAGES ARISING FROM THE COMPANY’S BREACH OF CONFIDENTIALITY OBLIGATIONS, THE COMPANY SHALL NOT BE LIABLE TO THE USER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY LOST PROFITS BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF THE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY, NOR SHALL THE COMPANY’S AGGREGATE LIABILITY FOR ANY OTHER DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE LIQUIDATION FEE PAID BY THE “USER” TO THE “COMPANY” IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

For more information on Impruvu’s Limitation of liability, please visit our website at:

https://impruvu.io/disclaimer/

AVAILABILITY

The Data is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to applicable law or regulation. By offering the Data, no distribution or solicitation is made by Impruvu to any person to use the Data in jurisdictions where prohibited by law.

RELATIONSHIP

Your use of, receipt of, obtaining of, or access to the Data does not create, and nothing contained in this Agreement will be deemed to establish, an employment, agency, franchise, joint venture, or partnership relationship between you and Impruvu. You have no power or authority to enter into any agreement for or on behalf of Impruvu, or incur any obligation or liability of, or otherwise bind Impruvu, and you agree not to attempt to do so.

WAIVER

Failure by Imrpuvu to enforce any of its rights under this Agreement shall not be construed as a waiver of those rights or any other rights in any way whatsoever.

ARBITRATION

RESOLUTION OF DISPUTES: THE USER ACKNOWLEDGES THAT IT HAS READ THIS PROVISION CAREFULLY, AND UNDERSTANDS THAT THIS PROVISION LIMITS THE USER’S RIGHTS IN THE EVENT OF A DISPUTE BETWEEN THE USER AND IMPRUVU.

In this Resolution of Disputes provision:

“You” and “your” mean the individual entering into this Agreement, as well as any person claiming through such individual;

“We” and “us” mean Impruvu LLC, and each its affiliates;

“Claim” means any dispute, claim, or controversy (whether based on contract, tort, intentional tort, constitution, statute, ordinance, common law, or equity; whether pre-existing, present, or future; and whether seeking monetary, injunctive, declaratory, or any other relief) arising from or relating to this Agreement or the relationship between us and you (including claims arising prior to or after the date of the Agreement, and claims that are currently the subject of purported class action litigation in which you are not a member of a certified class), and includes claims that are brought as counterclaims, cross claims, third party claims or otherwise, as well as disputes about the validity or enforceability of this Agreement or the validity or enforceability of this Arbitration clause.

Any Claim shall be resolved, upon the election of either us or you, by binding arbitration administered by the American Arbitration Association or JAMS, under the applicable arbitration rules of the administrator in effect at the time a Claim is filed (the “Rules”). Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. The Party to file that claim chooses the administrator. You can obtain the Rules and other information about initiating arbitration by contacting the American Arbitration Association at 1633 Broadway, 10th Floor, New York, NY 10019, (800) 778-7879, www.adr.org; or by contacting JAMS at 1920 Main Street, Suite 300, Irvine, CA 92614, (949) 224-1810, www.jamsadr.com.

The address for serving any arbitration demand or claim on us is:

Impruvu LLC, 530-B Harkle Road, STE 100, Santa Fe, NM 87505,

Attention: Compliance.

Claims will be arbitrated by a single, neutral arbitrator, who shall be a retired judge or a lawyer with at least ten (10) years’ experience. We agree not to invoke our right to elect arbitration of an individual Claim filed by you in a small claims or similar court (if any), so long as the Claim is pending on an individual basis only in such court.

We will pay all filing and administration fees charged by the administrator and arbitrator fees up to one thousand ($1,000) USD, and we will consider your request to pay any additional arbitration costs; however, if an arbitrator issues an award in our favor, you will be required to reimburse us for any fees we have previously paid to the administrator or for which we are responsible. If you receive an award from the arbitrator, we will reimburse you for any fees paid by you to the administrator or arbitrator. Each Party shall bear its own attorney’s, expert’s and witness fees, which shall not be considered costs of arbitration; however, if a statute gives you the right to recover these fees, or fees paid to the administrator or arbitrator, then these statutory rights will apply in arbitration.

Any in-person arbitration hearing will be held in the State of Oregon, or in such other locations as mutually agreed upon. The arbitrator shall apply applicable substantive law consistent with the Federal Arbitration Act, 9 U.S.C. 1-16, and, if requested by either Party, provide written reasoned findings of fact and conclusions of law. The arbitrator shall have the power to award any relief authorized under applicable law. Any appropriate court may enter judgment upon the arbitrator’s award. The arbitrator’s decision will be final and binding except that:

Any Party may exercise any appeal right under the FAA; and

Any Party may appeal any award relating to a claim for more than one-hundred thousand ($100,000) USD to a three-arbitrator panel appointed by the administrator, which will reconsider de novo any aspect of the appealed award. The panel’s decision will be final and binding, except for any appeal right under the FAA. Unless applicable law provides otherwise, the appealing Party will pay the appeal’s cost, regardless of its outcome; however, we will consider any reasonable written request by you for us to bear the cost.

YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Further, unless both you and we agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims. The arbitrator shall have no power to arbitrate any Claims on a class action basis or Claims brought in a purported representative capacity on behalf of the general public, other borrowers, or other persons similarly situated. The validity and effect of this Arbitration clause shall be determined exclusively by a court, and not by the administrator or any arbitrator.

If any portion of this Arbitration clause is deemed invalid or unenforceable for any reason, it shall not invalidate the remaining portions of this clause. However, if this Arbitration clause is deemed invalid or unenforceable in whole or in part, then this entire Arbitration clause shall be deemed invalid and unenforceable. The terms of this Arbitration clause will prevail if there is any conflict between the Rules and this section.

YOU AND WE AGREE THAT, BY ENTERING INTO THIS AGREEMENT, THE PARTIES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND WE ACKNOWLEDGE THAT ARBITRATION WILL LIMIT OUR LEGAL RIGHTS, INCLUDING THE RIGHT TO PARTICIPATE IN A CLASS ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO CONDUCT FULL DISCOVERY, AND THE RIGHT TO APPEAL (EXCEPT AS PERMITTED IN THIS ARBITRATION CLAUSE OR UNDER THE FEDERAL ARBITRATION ACT).

You and we acknowledge and agree that the arbitration agreement set forth in this Arbitration clause is made pursuant to a transaction involving interstate commerce, and thus the Federal Arbitration Act shall govern the interpretation and enforcement of this Arbitration clause.

For more information on Impruvu’s Arbitration clause, please visit our website at:

https://impruvu.io/disclaimer/

OTHER AGREEMENTS

This Agreement shall be subject to any other agreements you have entered into with Impruvu; however, with regard to your use of, receipt of, obtaining of, or access to the Data, in the event of any conflict between this Agreement and any other agreement to which you and Impruvu are bound, the terms of this Agreement shall control.

ADDITIONAL TERMS

Certain sections or pages on the Site may contain separate terms and conditions of use, which are in addition to the terms and conditions of this Agreement. In the event of a conflict, the additional terms and conditions will govern those sections or pages.

SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of the Agreement shall remain in full force and effect.

GENERAL PROVISIONS

This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties to this Agreement and their respective successors and assignees. Neither the course of conduct between the parties to this Agreement nor trade practice shall serve to modify any provision of this Agreement. All rights not expressly granted herein are hereby reserved. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

For questions or comments regarding these Terms, please contacts us at:

[email protected]; or at www.impruvu.io

Last Updated:

July 13, 2024