Consumer Terms

2.1 Creating a Connection. Argyle Link prompts you to select a Data Location and enter your Credentials for it. Argyle Link then requests your confirmation (e.g., by you selecting “Connect” or “Reconnect”) that you expressly direct, require, and authorize the Platform, on your behalf, to: (a) use your Credentials to log in and connect to the Data Location and electronically retrieve Your Records available under your Credentials there; (b) process those records through the Platform; (c) deliver to the Partner whose process resulted in your receipt of access to Argyle Link Your Records that Partner selects, using the Partner-facing features and functionalities of the Platform, in connection with providing you the products, services, or benefits you are seeking, and deliver those records to another organization in connection with Partner’s provision of them, and deliver Your Records to third parties to which you have directed delivery, whether via the Partner Application or a separate direction; (d) perform, or authorize the applicable Partner to perform, operations with respect to Your Records and your account with the Data Location as you may select, initiate, or otherwise direct via Argyle Link, including making deposit switches or deduction updates; (e) otherwise use and share Your Records as described in these Terms and our Privacy Notice; and (f) perform the above functions until your authorization is terminated, either by you or in another manner as described below in this Section 2. You consent to each of these actions. Each link between the Platform and a Data Location that you establish as described in this Section 2.1 is a “Connection.” What Argyle retrieves under (a) and what Argyle delivers under (c) are not always the same: your direction covers Your Records available under your Credentials at the Data Location, and what Argyle delivers under (c) is what the Partner selects, using the Partner-facing features and functionalities of the Platform, for the purpose described there.

2.2 Retrieval and Delivery. Your direction requires Argyle to retrieve, process, and deliver Your Records from the Data Location you connected, to the extent technically feasible for the Platform and for as long as your direction remains in effect. In some cases your direction covers a single retrieval; in others it covers ongoing retrieval until the Connection ends. Delivery to a Partner continues until you stop it, that Partner stops it, or the Connection ends, each as described below in this Section 2. The Platform may standardize, categorize, merge, aggregate, and otherwise process Your Records, including before delivering them. Partners do not receive access to Credentials. Please see Section 1 of our Privacy Notice for more detail.

2.3 Ending a Connection; Stopping Delivery. You can end a Connection, and you can stop delivery to a particular Partner, through Argyle Link — accessible to you through the Partner Application or Access URL — or through Argyle Passport. You can also email us at privacy@argyle.com and we will do it for you (e.g., if you have lost access to the device, Partner Application, or Access URL you used to create the Connection), though we may need additional information or other assistance from you to adequately identify you and the Connection or delivery concerned.

2.4 Stopping Delivery by a Partner. A Partner can stop delivery to itself (e.g., if it no longer wishes to receive Your Records) using the Partner-facing features and functionalities of the Platform. We stop delivery to a Partner if that Partner asks us to (e.g., the Partner notifies us that your relationship with it has ended), and if our separate relationship with that Partner ends. Stopping delivery to a Partner may also end the Connection itself.

2.5 Effect. When a Connection ends, for any reason — including because you end it, because the Platform can no longer reach the Data Location with your Credentials, or because the retrieval it was created for is complete — the Platform is designed to stop retrieving Your Records from that Data Location and to delete the Credentials you provided to create it. Ending one Connection does not affect your other Connections, and Argyle keeps the Credentials for those Connections in accordance with our Privacy Notice.

Where you end a Connection, the Platform is also designed to delete Your Records retrieved through it, other than any records held in an Argyle Passport account. Where a Connection ends in another way, our Privacy Notice governs what Argyle does with Your Records it has already retrieved. You can ask us to delete those records at any time by emailing privacy@argyle.com.

Ending a Connection or stopping delivery does not reach Your Records a Partner has already received (e.g., in the Partner’s information technology systems). Your rights against a Partner — including any right to require it to delete Your Records — come from your separate relationship with that Partner. See Section 5.1 (Your Relationships) and Section 5.2 (Argyle’s Relationships) for more detail.

3. Special Cases.

3.1 Employer Outreach. In some cases Argyle contacts an employer directly — for example, by calling its verifications line — to obtain or confirm your employment, pay, or other facts shown in your records. Argyle does this at a Partner’s request in connection with providing you the products, services, or benefits you are seeking.

Where you have connected a Data Location for that product, service, or benefit, Argyle acts both as your agent under Section 4 (Grant of Authority) and as that Partner’s agent under the authorization you gave that Partner, and handles what it obtains as it handles your other records under these Terms and our Privacy Notice.

Where you have not, Argyle acts only as that Partner’s agent, under the authorization you gave that Partner and Argyle’s agreement with that Partner. Those records become available to you through Argyle Passport only if that Partner directs Argyle to make them available.

Argyle acts as a Partner’s agent only as described in this Section 3.1. In every other respect, and for every Connection, Argyle acts as your agent under Section 4 (Grant of Authority) and at your direction.

Argyle delivers your employer’s response without altering its substance. Argyle does not select the information delivered, evaluate it, or make any determination about you.

3.2 Tax Records. You can use the Platform to obtain your tax records — for example, a tax transcript from the Internal Revenue Service or a state taxing authority — and to deliver them to a Partner (your “Tax Records”). Where you obtain them by creating a Connection to a Data Location, such as your online account with a tax authority, Section 2 governs that Connection.

Argyle uses your Tax Records as described in these Terms and our Privacy Notice, except to the extent applicable law restricts a particular use. Where a law requires your separate authorization for a request, Argyle or the Partner asks you for it separately, and these Terms do not substitute for it.

Argyle does not select which of your Tax Records are delivered, and does not evaluate them or make any determination about you. Except as this Section provides, the provisions of these Terms that apply to Your Records apply equally to your Tax Records.

4. Grant of Authority.

4.1 Your Rights. The Platform is designed to be a technology through which you exercise your rights in connection with Your Records, as well as your general rights as a consumer recognized under various national, federal, and state laws, including, as applicable (a) Sections 1798.100 and 1798.185 of the California Consumer Privacy Act, as implemented by the California Consumer Privacy Act Regulations, Title 11, Division 6, Chapter 1, Section 7000 et seq., including Section 7024(g) (access through a secure self-service portal in a password-protected account) and Section 7063 (exercise of those rights through an authorized agent), (b) analogous state privacy and data portability laws, (c) Section 1033 of the Dodd-Frank Act, (d) Section 6103(e) of the Internal Revenue Code (your right of access to your own federal tax records), (e) Article 20 of the General Data Protection Regulation (Regulation (EU) 2016/679) ("EU GDPR"), and (f) Article 20 of the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (together with the EU GDPR, the "GDPR"). For you to protect and exercise those rights, it may be necessary or useful for Argyle to act as your authorized agent to access and retrieve Your Records and Tax Records available under your Credentials from the applicable Data Location(s) and deliver it on your behalf and take such other actions on your behalf as contemplated in these Terms.

4.2 Grant of Agency and Power of Attorney. ACCORDINGLY, YOU DIRECT, REQUIRE, AND AUTHORIZE ARGYLE AND THE PLATFORM, AS YOUR AGENT, TO ACCESS YOUR ACCOUNTS WITH DATA LOCATIONS ON YOUR BEHALF AS NECESSARY OR USEFUL TO OBTAIN YOUR RECORDS AND TAX RECORDS FROM THOSE DATA LOCATIONS IN A READILY USEABLE FORMAT ON AN AUTOMATED BASIS AS CONTEMPLATED IN THESE TERMS, INCLUDING INTERACTING WITH THE FEATURES, FUNCTIONALITIES, AND STRUCTURES OF THE DATA LOCATIONS TO FACILITATE THE EFFICIENT AND ORDERLY ACCESS TO AND RETRIEVAL OF YOUR RECORDS AND TAX RECORDS UNDER YOUR CREDENTIALS BY AUTOMATED MEANS THROUGH THE PLATFORM, AND PERFORM SUCH OTHER OPERATIONS WITH RESPECT TO YOUR RECORDS AND DATA LOCATIONS AS YOU MAY HAVE INITIATED OR OTHERWISE DIRECTED VIA ARGYLE LINK BY AUTOMATED MEANS. TO THE EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING ANY FORMALITY REQUIREMENTS APPLICABLE TO THE GRANTING OF POWERS OF ATTORNEY), YOU HEREBY GRANT ARGYLE A LIMITED POWER OF ATTORNEY TO ACT AS YOUR TRUE AND LAWFUL AGENT AND ATTORNEY IN-FACT TO DO THE FOREGOING ON YOUR BEHALF, WITH THE FULL POWER AND AUTHORITY AS YOUR AGENT TO DO ANYTHING NECESSARY OR USEFUL IN CONNECTION WITH THE PRECEDING ACTIVITIES THAT YOU COULD LAWFULLY DO DIRECTLY. IN ADDITION, YOU HEREBY DIRECT, REQUIRE, AND AUTHORIZE DATA LOCATIONS TO TRANSMIT YOUR RECORDS TO THE PLATFORM (AND PERMIT THE PLATFORM TO RETRIEVE YOUR RECORDS FROM THE DATA LOCATION) WITHOUT HINDRANCE BY AUTOMATED MEANS. YOU CONSENT TO EACH OF THE FOREGOING.

4.3 Direction and Consent. Where these Terms say you direct Argyle to act, you also consent to that action; and where they say you consent, you also direct Argyle to take that action. Where these Terms say your direction requires Argyle to act, that means Argyle acts because you told it to and within the scope of what you told it to do; it does not mean Argyle has undertaken to you that any particular action will succeed. Some actions you direct Argyle to take may require your separate consent under specific laws — for example, a request for your tax records as described in Section 3 (Special Cases). Where that is the case, Argyle or the Partner will ask for that consent separately, and these Terms do not substitute for it.

4.4 Reliance by Partners and Data Locations. You agree that Partners and Data Locations may, to the extent permitted by applicable law, rely on the grant of agency and limited power of attorney under this Section 4, and you direct, require, and authorize the providers of Data Locations to provide Argyle with access to the Data Location to facilitate the efficient and orderly delivery of Your Records to the applicable Partner or other recipients as authorized by these Terms and our Privacy Notice, and to provide information Argyle may need or request in connection with the Platform. You consent to each of these actions. This grant of agency and limited power of attorney remains in effect as long as reasonably necessary for Argyle to provide the Platform, unless earlier revoked by you in writing by notice to us at privacy@argyle.com, though we may need additional information or other assistance from you to adequately identify you to enable us to comply with your revocation. YOU ACKNOWLEDGE AND AGREE THAT ARGYLE IS NOT A FIDUCIARY EXCEPT AS YOUR LIMITED AGENT UNDER THIS SECTION 4

5. Relationships.

5.1 Your Relationships.

(a) With Partners. Your relationship with a Partner — the products, services, or benefits it provides you, and the terms on which it does so — is separate from your relationship with Argyle under these Terms and our Privacy Notice. What that Partner may do with records you deliver to it is governed by its own obligations to you: under any agreement between you, its privacy notice, applicable law, or otherwise. Review the terms, privacy notice, and other disclosures that Partner gives you about how it collects and uses your records before you deliver them to it.

(b) With Data Locations. Your relationship with a Data Location — for example, your account with your payroll provider — is separate from your relationship with Argyle. The terms governing that account are between you and the Data Location, and using the Platform does not change them. If you lose access to a Data Location, or it changes how it works, a Connection to it may stop working.

(c) Fees. We do not charge you for your use of the Platform. Partners, however, may charge you for products and services provided to you, including those that make use of Your Records you deliver via the Platform under these Terms. In addition, Partners may pay us fees and other amounts in connection with the services we provide you under these Terms or separately provide them.

5.2 Argyle’s Relationships.

(a) With Partners. Argyle requires a Partner to agree to terms governing what it may do with your records before it can receive them. Those terms require the Partner to use your records only to provide you the products, services, or benefits you sought and for the purposes for which you shared them — consistent with the Partner’s own obligations to you, whether under an agreement between you, its privacy notice, applicable law, or otherwise — and to protect them with at least commercially reasonable safeguards. You can review the data privacy and security provisions of those standard terms at argyle.com/legal.

Argyle’s leverage over a Partner is contractual. Argyle does not control, supervise, or manage how a Partner processes your records, and to the fullest extent permitted by applicable law Argyle has no responsibility or liability arising from or relating to that processing or to a Partner’s other acts or omissions. Argyle’s agreements with Partners are between Argyle and those Partners: they are not promises to you, and you are not a third-party beneficiary of them.

(b) With Data Locations. The Platform is designed to interoperate with Data Locations, but Argyle does not act on behalf of any Data Location, or on behalf of anyone whose relationship with you produces the records you use the Platform to obtain.

No Data Location or other third party is obligated to Argyle to make your records available, to establish or maintain a Connection, to answer questions about your records, or to assure Argyle — even when Argyle acts on your behalf — that your records are accurate, complete, or up to date. Argyle does not own or control the systems that hold your records, and has no right to access them independently of your direction, authorization, and consent under these Terms.

(c) No Endorsement. Argyle’s integrations between the Platform, Partners, and Data Locations are provided solely as a convenience to you and not as an endorsement by us of those Partners or Data Locations. To the fullest extent permitted by applicable law, we are not responsible for the content of any Partner Applications, Data Locations, or other third-party sites, or for any acts or omissions of any Partner or Data Location, or of any other third party that is not acting as our contractor or agent or otherwise on our behalf. We do not make any representations or warranties regarding the content or accuracy of materials available via Partner Applications, Data Locations, or other third-party sites, or regarding the products, services, or benefits provided by any Partner, Data Location, or any other third party.

6. Responsibility for the Accuracy of Your Records.

6.1 What Argyle Cannot Confirm. Because no Data Location, employer, or gig-service provider is obligated to Argyle with respect to Your Records, Argyle cannot require any third party to confirm that Your Records in a Data Location are accurate, complete, or up to date. We cannot check whether your employer paid you correctly, or whether a pay stub you retrieve using the Platform reflects your income, pay rate, or hours worked.

6.2 Your Responsibility. Accordingly, we rely on you and Partners to ensure that Your Records as available in the applicable Data Location are accurate, complete, and up to date. If you are concerned that Your Records you deliver using the Platform are not accurate, complete, or up to date, we encourage you to verify that data by (a) accessing it directly with the underlying Data Location and/or (b) requesting a copy of that data from the Partner you delivered it to and, if you identify an issue, work with the Data Location or Partner, as applicable, to correct the underlying record or otherwise address your concern.

6.3 Processing and Discrepancies. The Platform is designed to deliver Your Records and Tax Records as they appear at the Data Location. Although the Platform may process those records before delivering them, it is not designed to alter their substance. If you believe there is a discrepancy between the records as you can see them at the Data Location and the records delivered to a Partner, contact us at privacy@argyle.com. We will investigate and correct any error in what the Platform delivered.

7. Your Representations.

By using the Platform or providing us with your Credentials for a Data Location, you represent that such information is accurate, complete, and owned by you, and that by using the Platform and complying with these Terms you are not violating any agreement you have with a third party. Argyle provides the Platform on the understanding that your right to have an agent obtain records about you on your behalf — including under Section 1033 of the Dodd-Frank Act and the California Consumer Privacy Act — is not one the terms of an account you hold can take away.

8. Intellectual Property.

8.1 Ownership. You are and remain the owner of Your Records. You understand that you have directed Argyle to access and use Your Records to provide you with the Platform as set forth in these Terms and our Privacy Notice, including delivering those records to Partners as you direct via Argyle Link.

8.2 Platform; Argyle Trademarks. The Platform is protected by copyright, trademark, and other laws of the United States and foreign countries. Argyle and our licensors exclusively own all right, title, and interest in and to the Platform, including all associated intellectual property rights. The trademarks, service marks, and logos of Argyle (the “Argyle Trademarks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of Argyle. All goodwill generated from the use of Argyle Trademarks inures to our benefit. Elements of the Platform are protected by trade dress, trademark, unfair competition, and other laws, and may not be copied or imitated in whole or in part, by any means, including, the use of framing or mirrors (except to the extent such actions cannot be limited in the jurisdiction in which you live). We reserve all rights in the Platform not expressly granted to you in these Terms.

8.3 Third-Party Trademarks. Other company, product, and service names located on Argyle’s Platform may be trademarks or service marks owned by others, including, without limitation, Partners and Data Locations (the “Third-Party Trademarks”). No affiliation, sponsorship or endorsement by any Data Location or any Partner is implied by the identification of any Third-Party Trademarks. Please see our Third-Party Logo Disclaimer for more information.

8.4 Feedback. We respect and appreciate thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Platform (“Feedback”), then you hereby grant Argyle an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Platform and create other products and services. We have no obligation to provide you with attribution for any Feedback you provide to us.

9. Indemnification.

To the fullest extent permitted by applicable law, you are responsible for your use of the Platform, and you must defend and indemnify Argyle, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Argyle Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Platform; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

10. No Warranties by Argyle; Limitation of Liability.

10.1 YOU ACKNOWLEDGE THAT THE PLATFORM MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES. CONSEQUENTLY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (1) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE PLATFORM WILL OPERATE ERROR-FREE OR THAT THE PLATFORM IS FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES; AND (2) WE HEREBY DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES TO YOU, TO PARTNERS, TO DATA LOCATIONS, OR TO ANY THIRD PARTY THAT YOUR RECORDS ARE ACCURATE, COMPLETE, UP-TO-DATE, OR OTHERWISE RELIABLE. WE DO NOT, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW WE HAVE NO RESPONSIBILITY OR OBLIGATION TO, VERIFY OR REVIEW YOUR RECORDS. USE OF YOUR RECORDS BY YOU OR BY ANY PARTNER, DATA LOCATION, OR ANY OTHER THIRD PARTY IS SOLELY AT YOUR OWN, OR SUCH PARTY’S OWN, RISK.

10.2 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ARGYLE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE PLATFORM OR ANY MATERIALS OR CONTENT ON THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ARGYLE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

10.3 EXCEPT AS PROVIDED IN SECTIONS 11.5 (Informal Resolution; Commencing Arbitration) AND 11.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE ARGYLE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE PLATFORM OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO ARGYLE FOR ACCESS TO AND USE OF THE PLATFORM IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.

10.4 THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Argyle does not disclaim any warranty or other right that Argyle is prohibited from disclaiming under applicable law, such as the mandatory warranties in the Province of Quebec, Canada. TO THE EXTENT ANY OF THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS CONFLICT WITH APPLICABLE LAW, THE SCOPE AND DURATION OF THE WARRANTIES APPLICABLE TO THE PLATFORM ARE THE MINIMUM PERMITTED UNDER THAT LAW. SOME JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY AND THE UK AND COUNTRIES WITHIN THE EU DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. THEREFORE, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS AFFECTS ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU, INCLUDING UNDER APPLICABLE CONSUMER LAWS.

10.5 Beneficiaries. To the fullest extent permitted by applicable law: (a) Argyle's third-party providers, Partners (through multiple tiers), and the Data Locations (through multiple tiers) (together, the “Beneficiaries”) have no liability or obligations to you or any other party arising out of Argyle's breach of these Terms (including violation of our Privacy Notice); and (b) subject to the limitations and exclusions of our liability as set out in this Section 10, you agree to bring any claim or proceeding arising from breach of these Terms against Argyle and not against any Beneficiary. Section 4.4 (as to Partners and Data Locations only) and this Section 10.5 are intended for the benefit of the Beneficiaries.

11. Dispute Resolution and Arbitration.

11.1 Generally. Except as described in Section 11.2 (Exceptions) and 11.3 (Opt-Out), you and Argyle agree that every dispute arising in connection with these Terms, the Platform, or communications from us is resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement is resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND ARGYLE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

11.2 Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms is deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court, so long as the action is not removed or appealed to a court of general jurisdiction and does not become part of a class, collective, or representative proceeding, in which case either party may require that the claim be arbitrated under this Section 11; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

11.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 11 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Argyle Systems Inc., Attention: Legal Department – Arbitration Opt-Out, 169 Madison Ave. #2136, New York, New York 10016 that specifies: your full legal name, a physical address and phone number included in Your Records, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Argyle receives your Opt-Out Notice, this Section 11 (Dispute Resolution and Arbitration) is void and any action arising out of these Terms is resolved as set forth in Section 12.2 (Governing Law). The remaining provisions of these Terms are not affected by your Opt-Out Notice.

11.4 Arbitrator. This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and is administered by JAMS under its Comprehensive Arbitration Rules and Procedures applicable to consumer disputes (collectively, “JAMS Rules”) as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.com, by calling JAMS at +1-800-352-5267, or by contacting Argyle.

11.5 Informal Resolution; Commencing Arbitration. Before initiating arbitration or, if this Section 11 does not apply to you, before filing suit, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Argyle’s address for Notice is: Argyle Systems Inc., Attn: Legal Department, 169 Madison Ave. #2136, New York, New York 10016. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). Within five business days after receiving a Notice of Arbitration, Argyle must contact you to discuss the dispute. If that discussion does not resolve it, you may send Argyle a written proposal for resolving the dispute, and Argyle must respond within 15 business days by accepting the proposal or making a counter-proposal. The parties must negotiate in good faith under this Section 11.5, and all communications under it are confidential and are treated as compromise and settlement negotiations under Federal Rule of Evidence 408 and any analogous state rule. If the parties do not reach agreement within 30 days after the Notice of Arbitration is received, you or Argyle may commence an arbitration proceeding or, if this Section 11 does not apply to you, file suit. Any applicable statute of limitations is tolled from the date the Notice of Arbitration is received until 30 days after that date. If you commence arbitration in accordance with these Terms, Argyle must reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Argyle has received 25 or more similar demands for arbitration, in which case the payment of any fees is decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees is governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.

11.6 Arbitration Proceedings. Any arbitration hearing takes place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Argyle must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

11.7 Arbitration Relief. Except as provided in Section 11.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Argyle before an arbitrator was selected, Argyle must pay you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award is final and binding on all parties, except (1) for judicial review expressly required to be permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party may seek judicial review of the injunctive relief in a court of competent jurisdiction that is not bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

11.8 No Class Actions. YOU AND ARGYLE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, WHETHER IN ARBITRATION, IN COURT, OR IN ANY OTHER FORUM. THIS WAIVER OF CLASS AND REPRESENTATIVE CLAIMS APPLIES REGARDLESS OF WHETHER THE DISPUTE IS RESOLVED IN ARBITRATION OR IN COURT. Further, unless both you and Argyle agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

11.9 Modifications to this Arbitration Provision. If Argyle makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Argyle’s address for Notice of Arbitration, in which case the arbitration provision in effect immediately before the change you rejected continues to apply, and your rejection does not affect your access to the Platform or to records in your Argyle Passport account.

11.10 Enforceability. If Section 11.8 (No Class Actions) or the entirety of this Section 11 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Argyle receives an Opt-Out Notice from you, then the entirety of this Section 11 (Dispute Resolution and Arbitration) is null and void except with respect to Section 11.8's applicability to judicial proceedings, and, in that case, the exclusive jurisdiction and venue described in Section 12.2 (Governing Law) governs any action arising out of or related to these Terms.

11.11 Public Injunctive Relief. If you or Argyle seeks public injunctive relief as a remedy for any claim (a “Public Injunctive Relief Request”), the Public Injunctive Relief Request is not subject to arbitration. A court decides the Public Injunctive Relief Request after all other claims subject to this Section 11 are resolved in arbitration, and you and Argyle must jointly request that the court stay the Public Injunctive Relief Request until that time. A court, and not the arbitrator, determines the enforceability, validity, and effect of this Section 11.11. Nothing in Section 11.8 (No Class Actions) waives, and Section 11.8 must not be read to waive, the right to seek public injunctive relief in any forum.

11.12 Coordinated Claims. If 20 or more demands for arbitration raising the same or substantially similar claims are filed against Argyle by or with the assistance of the same counsel, or by counsel who appear to be coordinating the demands (“Coordinated Claims”), then: (a) you and Argyle must each select five demands to proceed first as bellwether arbitrations, and the remaining demands are stayed; (b) any applicable statute of limitations and any filing deadline are tolled for the stayed demands while the stay is in effect, and no arbitration fees are incurred on the stayed demands during the stay; (c) after the bellwether arbitrations conclude, you and Argyle must participate in a single global mediation before any further demand proceeds; and (d) if the mediation does not resolve the remaining demands, they proceed individually. This Section 11.12 does not apply to a demand that is not part of Coordinated Claims.

12. Miscellaneous.

12.1 General Terms. These Terms, including the Privacy Notice and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Argyle regarding your use of the Platform. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms at any time without notice or consent. The failure to require performance of any provision does not affect our right to enforce it later, and waiving one breach does not waive any other breach or the provision itself. Use of Section headers in these Terms is for convenience only and has no impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part is given effect to the greatest extent possible, and the remaining parts remain in full force and effect.

12.2 Governing Law. These Terms are governed by the laws of the State of New York without regard to conflict of law principles. You and Argyle submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York, New York for resolution of any lawsuit or court proceeding permitted under these Terms.

12.3 Privacy Notice. Please read Argyle’s Privacy Notice carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Notice is incorporated by this reference into, and made a part of, these Terms.

12.4 Communication. (a) Consent to Electronic Communications. By using the Platform, you consent to receiving certain electronic communications from us as further described in our Privacy Notice. Please read our Privacy Notice to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically satisfy any legal communication requirements, including that those communications be in writing. (b) Text Messaging & Phone Calls. Without limiting Section 12.4.a, you agree that Argyle and those acting on our behalf may call and send you text (SMS) messages, including automated messages, at the phone number you provide us. These calls and messages may include operational calls or messages about your use of the Platform. Standard data and message rates may apply whenever you send or receive such calls or messages, as specified by your carrier. Please see our Messaging Policy. IF YOU WISH TO OPT OUT OF CALLS FROM ARGYLE, YOU CAN EMAIL privacy@argyle.com, AND IF YOU WISH TO OPT OUT OF TEXTS FROM ARGYLE, YOU CAN TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. You may continue to receive calls and text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Please see our Messaging Policy for more information. (c) Email. Without limiting Section 12.4.a, we may send you operational emails concerning your use of the Platform. You may opt out of emails by following the unsubscribe instructions in the email itself.

12.5 Additional Terms. Your use of the Platform is subject to all additional terms, policies, rules, or guidelines applicable to the Platform or certain features of the Platform that we may post on or link to from the Platform (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

12.6 Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions are effective immediately except that, for existing users, material revisions are effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Platform. If you do not agree to the modified Terms, then you should discontinue your use of the Platform. Except as expressly permitted in this Section 12.6 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.

12.7 Modification of the Platform. Argyle may modify or discontinue all or any portion of the Platform at any time (including by limiting or discontinuing certain features of the Platform), temporarily or permanently, without notice to you. Argyle has no liability for any change to the Platform or any suspension or termination of your access to or use of the Platform.

12.8 No Support. Except as otherwise expressly set forth in these Terms, we are under no obligation to provide support for the Platform. In instances where we may offer support, the support is subject to published policies.

12.9 Contact Information. The Platform is offered by Argyle Systems Inc., a Delaware corporation with an address at 169 Madison Ave. #2136, New York, New York 10016. You may contact us by sending correspondence to that address or by emailing us at usersupport@argyle.com. You can access a copy of these Terms by clicking here: https://argyle.com/legal.

12.10 Complaints. If you have a complaint about the Platform, please contact us at privacy@argyle.com. We endeavor to acknowledge your complaint within five business days, and we work with you in good faith to resolve it. This process is not a prerequisite to, and does not limit, your rights under Section 11 (Dispute Resolution and Arbitration).

12.11 Survival. Sections 3 (Special Cases), 8 (Intellectual Property), 9 (Indemnification), 10 (No Warranties by Argyle; Limitation of Liability), 11 (Dispute Resolution and Arbitration), and 12 (Miscellaneous) survive any termination or expiration of these Terms, as do any other provisions that by their nature are intended to survive.

12.12 Time to Bring a Claim. To the fullest extent permitted by applicable law, any claim arising out of or relating to these Terms or the Platform must be brought within one year after the claim arose, and is otherwise permanently barred.

13. Region-Specific Terms.

13.1 California. Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Platform or to receive further information regarding use of the Platform.

13.2 Canada. The following terms apply to individuals who are Canada consumers. If you are a consumer in Canada: (a) Section 11 (Dispute Resolution and Arbitration) applies only to the extent permitted by applicable Canadian federal and provincial law; and (b) Section 12.2 (Governing Law) does not apply to you. Any disputes between us and you (including contractual and non-contractual disputes) are governed by the laws of the Province of Ontario and the laws of Canada applicable therein, provided that if you are a resident of the Province of Quebec then disputes are governed by the laws of the Province of Quebec. You and we submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute arising from or related to these Terms, except that if you are a resident of Quebec, you and we submit to the exclusive jurisdiction of the courts of the Province of Quebec.

13.3 European Union and United Kingdom. The following terms apply to individuals who are UK or EU consumers. If you are a consumer in the EU or UK: (a) Sections 9 (Indemnification), 11 (Dispute Resolution and Arbitration), and 12.2 (Governing Law) do not apply to you, and any disputes between us and you (including contractual and non-contractual disputes) are governed by English law. You and we submit to the jurisdiction of the courts of England and Wales, provided that if you are located in a jurisdiction within the EU, you may also bring a claim in the courts of your home country; and (b) no third party has any rights under these Terms, whether under the Contracts (Rights of Third Parties) Act or otherwise, provided that Beneficiaries may rely on Section 10.5 (which, for clarity, is intended for their benefit). (c) You acknowledge and agree that Argyle, and the infrastructure Argyle uses to provide the Platform, is based in the United States and that by using the Platform you provide Your Records to Argyle in the United States.