Terms and Conditions
Last Updated: August 25, 2023
These Terms and Conditions (“Terms”) constitute a binding agreement between you and Community Reinvestment Fund, Inc., d/b/a Community Reinvestment Fund, USA, (“CRF”). CRF makes available certain resources and technology-based services for small businesses, which includes CRF’s websites, CRF Connect (a platform that connects small businesses to sources of capital based on a broad set of criteria), CRF Insights (a platform that provides a streamlined financial analysis, loan application, and portfolio monitoring process), CRF Exchange, and other platforms and services that CRF makes available from time to time (collectively, the “Services”). The Services exclude the SPARK loan origination solution, which is governed by separate agreement. By accessing, browsing, and/or using the Services you acknowledge that you have read, understood, and agree to be bound by these Terms and to comply with all applicable laws and regulations. If you do not agree to these Terms, do not use the Services.
If you use the Services on behalf of another person or entity, (a) all references to “you” or “your” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or that person or entity violates these Terms, that person or entity also agrees to be responsible to CRF. You also represent and warrant to CRF that you are not identified on a list maintained by the U.S. Treasury Department’s Office of Foreign Assets Control of specially designated nationals and blocked persons subject to financial sanctions.
Please read these Terms carefully and be aware that CRF may, in its sole discretion, revise these Terms at any time by posting updated Terms to the Services. If CRF makes future changes, CRF may provide you with notice of such changes, such as by sending an email, providing a notice through the Services, or updating the date at the top of these Terms. Unless otherwise stated in such notice, the amended Terms will be effective immediately. Usage of the Services after posting of the updated Terms constitutes your agreement to the updated Terms. If you do not agree to these Terms or any updates, do not use the Services.
BY AGREEING TO THESE TERMS, EXCEPT FOR (I) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 15, (II) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 15, OR (III) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND CRF WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL.
1. Services Terms
CRF agrees to provide access to the Services based on your intent to find a commercial lender that may be able to meet your business’s capital needs and/or a business support organization that may be able to provide business services aimed at helping you meet your business objectives. The Services are provided to you only for your internal business use, and you will not use the Services for any personal, household, or family purposes or for the benefit of any third party. The Services are proprietary to CRF and are protected by intellectual property laws and other laws. Your access to the Services is provisioned on an access and use basis and is not sold. You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Services.
2. Description of Services
(a) CRF Connect.
(i) Process. CRF Connect asks you a number of questions to best match you with a small business lender. Once you have entered the requested information, CRF Connect may present you with certain
financing products that meet your requested criteria. Each participating small business lender has provided information on its available financing product, and you may decide whether to send a full application to each participating small business lender by clicking on the link presented to you by that lender. CRF Connect does not evaluate whether you are eligible for credit or whether a lender will accept your application. CRF Connect merely connects you with a mission-driven lender that offers financing products that appear to fit your requested criteria. You agree to receive emails, phone calls, SMS or text messages, and other types of communication, including marketing messages, from CRF or a lending partner using the email address, phone number, or other contact information you provide in connection with the Services, even if your telephone number is listed on a federal, state, or other jurisdiction Do-Not-Call list. You represent and warrant that any information that you provide to CRF in connection with the Services is true, accurate, and complete.
(ii) Disclosure of Fees. If you apply to one of the small business lenders presented to you through the Services and you end up successfully closing a loan with that lender, the lender may pay CRF a fee of up to 1.0% upon closing. No fee will be payable by you for your use of the Services. CRF will show you all matching products, and you are solely responsible for evaluating and choosing the best lender and financing product for your needs. CRF may receive a different fee from various lenders. The order in which options are presented to you will not, however, reflect those differences.
(iii) Disclosure of CRF as Lender. In addition to operating CRF Connect, CRF and its affiliates also provide loans to small business borrowers and may appear as an option for you if you match with one of the financing products that CRF offers. Appearance of a CRF financing product as an option is not a determination that you are eligible for credit or that CRF has accepted an application from you. You will be required to undertake CRF’s application process if you decide to move forward with a CRF product.
(iv) Application to Lending Partner. CRF makes no representation or warranties on whether a third-party lending partner will accept or deny your application. After you have been connected to the third-party lending partner, your application to such lending partner is solely between you and that lending partner, and not with CRF. There are no guarantees whatsoever that you will receive a loan from any organization (including CRF) by using the Services.
(b) CRF Insights. CRF Insights allows you to access your loan and bank account data through the CRF Insights dashboard. You may create an account for CRF Insights after accepting an invitation from one of CRF’s partner organizations or otherwise accessing an authorized weblink that allows registration for CRF Insights.
(i) Connecting Your Bank Account. Connecting one or more of your bank accounts to your CRF Insights account is enabled by CRF’s third-party provider. After logging in to CRF Insights, you will be required to select the financial institution(s) you would like to connect, agree to the third-party provider’s terms and conditions, log in into your account for the selected financial institution, and select the specific accounts you would like to connect. By connecting your bank account and agreeing to the third-party provider’s terms and conditions, you expressly consent to your financial institution making your bank account data available to CRF in CRF Insights. You will be able to view this bank account data through the CRF Insights dashboard and CRF may, depending on the level of functionality or permission available, allow you to use this data to generate reports or apply for a loan. Your bank account data is being provided by your financial institution. CRF makes no representation or warranties that the bank account data presented through CRF Insights is accurate, complete, or up-to-date. CRF WILL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY LOAN APPLICATIONS OR DECISIONS YOU OR ANY THIRD PARTY MAKES BASED ON SUCH BANK ACCOUNT DATA.
(ii) Sharing Your Bank Account Data. After connecting your bank account to CRF Insights, you hereby agree that your account profile and bank account data may be transferred and disclosed to the CRF partner organization(s) that invited you to CRF Insights and any other CRF partner organizations to whom you grant access to your account profile. These partner organizations may access and use your account profile and bank account data to evaluate and monitor the financial health of your business, monitor the impact of their programs, provide support and resources, generate reports, or for other business purposes relevant to the relationship between you and the CRF partner organization. CRF may use your bank account data as set forth in the CRF Privacy Policy, which includes providing you with the Services and creating analytics data from such data so long as it is de-identified and/or aggregated. CRF may use, transfer, disclose, and use such analytics data for any commercial or non-commercial purposes, including to (i) incorporate them into databases, reports, white papers, comparative data sets, scores, or scoring systems generated therefrom; (ii) monitor, improve, and support the Services; (iii) design, develop, and offer CRF products and services (including for the training of machine learning algorithms); and (iv) share with philanthropic lenders.
3. Use Rights
Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable right to access and use the Services for internal business use. The Services, including all text, graphics, images, photographs, videos, illustrations, and other content contained therein, and all related intellectual property rights, are owned by CRF or its licensors and are protected under both United States and foreign laws. Except as provided in these Terms, you may not copy, reproduce, distribute, republish, download, display, post, or transform any CRF materials in any form or by any means, including electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of CRF or its licensor. Any unauthorized use of the materials contained on or in the Services may violate copyright laws, trademark laws, the laws of privacy and publicity, communications regulations and statutes, and/or other applicable laws. All rights not expressly granted are reserved by CRF, and no rights or licenses are granted to you by implication, estoppel, waiver, or otherwise. Your use of the Services is conditioned upon your honoring these copyrights and other intellectual property rights.
4. Privacy
Please refer to our Privacy Policy for information about how we collect, use, and disclose information about you.
5. Accounts
Access to some of the Services may be password-restricted and require you to create an account. The information supplied by you in connection with your registration is subject to CRF’s Privacy Policy. You will provide accurate account information and promptly update this information if it changes. You will take reasonable care to protect your account credentials from unauthorized use and disclosure and will not share your password with anyone. You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You must promptly report to CRF any known, suspected, or anticipated unauthorized use of your password or account. CRF reserves the right to reclaim usernames, including on behalf of businesses or individuals that hold legal title, including trademark rights, in those usernames.
By creating an account with CRF, you also consent to receive electronic communications from CRF (e.g., via email or by posting notices on our Services). These communications may include notices about your account (e.g., payment authorizations, password changes, and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
6. Trademarks
Unless otherwise stated, the trademarks, service marks, product names, and logos (the “Trademarks”) used and displayed on the Services are registered and unregistered Trademarks of CRF. Other trademarks, service marks, logos, and trade names may be owned by others. Nothing on the Services will be construed as granting any license or right to use any Trademark or any other CRF intellectual property displayed on the Services.
The names CRF, CRF Connect, CRF Exchange, CRF Insights, or any other Trademarks of CRF may not be used in any way, including in advertising or publicity pertaining to distribution of materials on the Services, without prior written permission from CRF. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, partners, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by CRF.
7. User Conduct
You will not use the Services if you are not eligible to use the Services in accordance with these Terms and will not use the Services other than for their intended purpose. Further, you will not, in connection with the Services:
(a) Violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort;
(b) Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;
(c) Use or attempt to use another user’s account or information without authorization from that user and CRF;
(d) Impersonate or otherwise misrepresent your affiliation with a person or entity;
(e) Sell or resell the Services;
(f) Copy, reproduce, distribute, publicly perform, or publicly display all or portions of the Services, except as expressly permitted by CRF or its licensors;
(g) Modify the Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon the Services;
(h) Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning or security of the Services in any manner;
(i) Reverse engineer any aspect of the Services or do anything that might discover or reveal source code, or bypass or circumvent measures employed to prevent or limit access to any part of the Services;
(j) Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from the Services without CRF’s prior written consent;
(k) Develop or use any applications or software that interact with the Services without CRF’s prior written consent;
(l) Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes; or
(m) Use the Services for any fraudulent, misleading, illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms.
Enforcement of this Section 7 is solely at CRF’s discretion, and failure to enforce this section in some instances does not constitute a waiver of its right to enforce it in other instances.
8. Linking to CRF Connect
CRF welcomes links to CRF Connect. If you want to link to CRF Connect, you may do so, but only subject to the following link conditions:
(a) You will only link to CRF Connect from a reputable website that you own or operate. Such website will not contain or be associated with any content that CRF finds objectionable or that could reasonably be expected to damage, disparage, or tarnish the name or reputation of CRF, including any content containing or promoting hate speech, viruses, malware, or other malicious code, weapons, sexually explicit material,
violence, child exploitation, harassing, threatening, or intimidating behavior, racism, terrorism, gambling, illegal drugs, obscene conduct, or illegal or fraudulent activities.
(b) You are granted by CRF a limited, non-exclusive, non-transferable license to use the CRF name, logo, and tag line (“Capital for communities. Opportunities for people”) – all of which are covered by registration mark protection – solely for the purpose of linking your web site to CRF Connect.
(c) Your use of the CRF Trademarks is subject to your compliance with our usage guidelines which we make available from time to time. If your use of the CRF Trademarks fails to comply with any such guidelines, you will promptly correct such non-conforming use upon CRF’s request or direction.
(d) You may not use any other Trademarks of CRF or any CRF-affiliated company for any other purpose.
(e) CRF may terminate your ability to link to CRF Connect at any time and the license at any time for any reason at its sole discretion, at which time you will promptly remove all links to CRF Connect and cease using the CRF Trademarks.
(f) You acknowledge that all rights to the CRF Trademarks are owned by CRF. If you link to CRF Connect, you will not (1) indicate or imply that CRF is endorsing you or your products or services, (2) indicate or imply an affiliation between your organization and CRF without CRF’s prior written consent, or (3) misrepresent your relationship with CRF or present false or misleading impressions about CRF’s activities, publications, programs or services. (g) CRF may amend the conditions for linking to CRF Connect at any time, and you agree to abide by the terms of all such amended conditions.
9. Feedback
You may voluntarily post, submit, or otherwise communicate to CRF any questions, comments, suggestions, ideas, original or creative materials, or other information about CRF, or the Services (collectively, “Feedback”). You understand that CRF may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Services, or to improve or develop new products or services in CRF’s sole discretion. CRF will exclusively own all improvements to, or new, CRF products or services based on any Feedback. You understand that CRF may treat Feedback as nonconfidential.
10. Third-Party Services
The Services rely on or interoperate with third-party products and services (“Third-Party Services”). These Third-Party Services are beyond CRF’s control, but their operation may impact, or be impacted by, the use and reliability of the Services. You acknowledge that (a) the use and availability of the Services is dependent on third-party product vendors, service providers, lending partners, and partner organizations and (b) these Third-Party Services may not operate reliably 100% of the time, which may impact the way that the Services operate.
CRF may provide information about or links to third-party products, services, activities, or events, or CRF may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). CRF provides Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.
CRF has no obligation to monitor Third-Party Services or Third-Party Content, and CRF may block or disable access to any Third-Party Services or Third-Party Content (in whole or part) through the Services at any time. Your access to and use of such Third-Party Content or Third-Party Services may require you to agree to additional terms, conditions, and policies applicable to such Third-Party Content (including terms of service or privacy policies of the providers of such Third-Party Services). These terms, conditions, and policies are solely between you and the provider of the Third-Party Services, and CRF is not a party to such terms and conditions. Unless otherwise expressly permitted by the terms and conditions of the provider of the Third-Party Services, you agree that the restrictions set forth in Section 7 (User Conduct) of these Terms will apply to your access and use of Third-Party Services and Third-Party Content.
11. Indemnification
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless CRF and its subsidiaries and affiliates, and each of their respective officers, directors, agents, employees, and partners (individually and collectively, the “CRF Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You will promptly notify the CRF Parties of any third-party Claims, cooperate with the CRF Parties in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including attorneys’ fees). The CRF Parties will have control of the defense or settlement, at CRF’s sole option, of any Claims made by a third party. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and CRF or the other CRF Parties.
12. Disclaimer
Your use of the Services and any content or materials provided therein or therewith (including the Third-Party Content and Third-Party Services) is at your sole risk. All items on the Services are not intended to be specific or general advice to the public in connection with any actual or potential dispute, problem, or question. Except as otherwise provided in a writing by CRF and to the fullest extent permitted under applicable law, the Services, and any data, content, or materials provided therein or therewith (including the Third-Party Content and Third-Party Services) are provided “as is” and “as available” without warranties of any kind, either express or implied. CRF disclaims all warranties with respect to the foregoing, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, CRF does not represent or warrant that the Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Services) are accurate, complete, reliable, current, or error-free or that access to the Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Services) will be uninterrupted. While CRF attempts to make your use of the Services and any content provided therein or therewith (including the Third-Party Content and Third-Party Services) safe, CRF cannot and does not represent or warrant that the Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Services) or its servers are free of viruses or other harmful components or content or materials. You assume the entire risk as to the quality and performance of the Services and any content provided therein or therewith (including the Third-Party Content and Third-Party Services). All disclaimers of any kind (including in this section and elsewhere in these Terms) are made for the benefit of CRF, CRF Parties, and CRF’s respective shareholders, agents, representatives, licensors, suppliers, and service providers, as well as their respective successors and assigns.
13. Limitation of Liability
(a) To the fullest extent permitted by applicable law, CRF and the other CRF Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, warranty, or otherwise—for any indirect, consequential, incidental, or special damages or lost profits, even if CRF or the other CRF Parties have been advised of the possibility of such damages.
(b) The total liability of CRF and the other CRF Parties for any claim arising out of or relating to these Terms or the Services, regardless of the form of the action, is limited to $100.
(c) The limitations set forth in this Section 13 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of CRF or the other CRF Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
14. Release
To the fullest extent permitted by applicable law, you release CRF and the other CRF Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.
15. Dispute Resolution; Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND CRF TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH CRF AND YOU CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND CRF FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND CRF AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. CRF AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.
FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.
(a) Informal Dispute Resolution Prior to Arbitration. For any dispute or claim that you have against CRF, that CRF has against you, or that you have or CRF has arising from or relating to these Terms, the Services, or any aspect of the relationship between you and CRF as it relates to these Terms or the Services, including any privacy or data security claims, you and CRF agree to attempt to first resolve the claim informally via the following process:
· If you assert a claim against CRF, you will first contact CRF by sending a written notice of your claim (“Claimant Notice”) to CRF by certified mail addressed to 801 Nicollet Mall, Suite 1700W, Minneapolis, MN 55402 or by email to crfusa@crfusa.com. The Claimant Notice must (i) include your name, residence address, email address, and telephone number; (ii) describe the nature and basis of the claim; and (iii) set forth the specific relief sought.
· If CRF asserts a claim against you, CRF will first contact you by sending a written notice of CRF’s claim (“CRF Notice”, and each of a Claimant Notice and CRF Notice, a “Notice”) to you via email to the primary email address associated with your account. The CRF Notice will (i) include the name of a CRF contact and the contact’s email address and telephone number; (ii) describe the nature and basis of the claim; and (iii) set forth the specific relief sought.
· If you and CRF cannot reach an agreement to resolve the claim within thirty (30) days after you or CRF receives such a Notice, then either party may submit the claim to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either you or CRF first send the applicable Notice so that the parties can engage in this informal dispute-resolution process.
(b) Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court and any disputes exclusively related to the intellectual property or intellectual property rights of you or CRF, including any disputes in which you or CRF seek injunctive or other equitable relief for the alleged unlawful use of your or CRF’s intellectual property or other infringement of your or CRF’s intellectual property rights (“IP Claims”), all claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with
Section 15(a) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such claims include disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.
(c) Federal Arbitration Act. These Terms affect interstate commerce, and the enforceability of this Section 15 will be substantively and procedurally governed by the Federal Arbitration Act (the “FAA”), 9 U.S.C. § 1, et seq., to the extent permitted by law. As limited by the FAA, these Terms, and the rules set forth by the AAA (defined below), the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.
(d) Arbitration Procedure. All claims must be submitted to the American Arbitration Association (the “AAA”) and will be resolved through binding arbitration before one arbitrator. The AAA administers arbitration pursuant to the due process standards set forth by the AAA and rules set forth by the AAA:
· The current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures, which are available on the AAA’s website (adr.org), as amended by these Terms as follows, will apply to any arbitration between you and CRF:
o YOU AND CRF AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND CRF ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitrator may conduct only an individual arbitration and, except as described below for the additional procedures to govern if twenty-five (25) or more similar or coordinated claims are asserted against CRF or you by the same or coordinated counsel, may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
o Any in-person appearances will be held in County of Hennepin, Minnesota.
o You and CRF agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. You and CRF agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration.
o The arbitrator’s decision will follow these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against CRF for you.
o The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar claims are asserted against CRF or against you by the same or coordinated counsel or are otherwise coordinated.
§ In addition to the application of the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule, you and CRF understand and agree that when twenty-five (25) or more similar claims are asserted against CRF or you by the same or coordinated counsel or are otherwise coordinated resolution of your or CRF’s Claim might be delayed.
§ For such coordinated actions, you and CRF also agree to the following coordinated bellwether process. Counsel for claimants and counsel for CRF shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings. The remaining cases shall be deemed filed for purposes of the statute of limitations but not for the purpose of assessing AAA fees. No AAA fees shall be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process.
§ A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.
§ This bellwether process shall continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved.
§ The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this bellwether process from the time the first cases are selected for a bellwether process until the time your or CRF’s case is selected for a bellwether process, withdrawn, or otherwise resolved.
§ A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against CRF or you.
(e) One Year to Assert Claims. To the extent not prohibited by applicable law, any claim by you or CRF relating in any way to these Terms, the Services, or any aspect of the relationship between you and CRF as it relates to these Terms or the Services, must be filed within one year after such claim arises; otherwise, the claim is permanently barred, which means that you and CRF will not have the right to assert the claim.
(f) Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by providing CRF with notice of your decision to opt-out via email at crfusa@crfusa.com or by certified mail addressed to 801 Nicollet Mall, Suite 1700W, Minneapolis, MN 55402. In order to be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 16.
(g) Rejection of Future Arbitration Changes. You may reject any change CRF makes to this Section 15 (except address changes) by personally signing and sending CRF notice within 30 days of the change via email at crfusa@crfusa.com or by certified mail addressed to 801 Nicollet Mall, Suite 1700W, Minneapolis, MN 55402. If you do, the most recent version of Section 15 before the change you rejected will apply.
(h) Severability. If any portion of this Section 15 is found to be unenforceable or unlawful for any reason, including because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 15 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 15; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 15 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 15 will be enforceable.
(i) Notwithstanding anything to the contrary in the Terms, if you reside in any country outside of the United States, you may bring legal proceedings regarding the Terms either by following the arbitration procedure detailed above in this Section 15 of the Terms or, if given the right by applicable law, by submitting the dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under applicable law, you may submit the dispute to the courts of the jurisdiction in which you reside.
16. Governing Law
Any Claims will be governed by and construed and enforced in accordance with the laws of the State of Minnesota, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of Minnesota or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any Claim is not subject to arbitration pursuant to Section 15, then the state and federal courts located in the County of Hennepin, Minnesota, will have exclusive jurisdiction. You and CRF waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section.
17. Modifying and Terminating the Services
CRF reserves the right to modify the Services or to suspend or terminate providing all or part of the Services at any time; charge, modify, or waive any fees required to use the Services; or offer opportunities to some or all end users of the Services. CRF may provide you with notice in advance of the suspension or discontinuation of all or part of the Services, such as by sending an email or providing a notice through the Services. All modifications and additions to the Services will be governed by these Terms, unless otherwise expressly stated by CRF in writing. You also have the right to stop using the Services at any time, and you may terminate these Terms by ceasing use of the Services. CRF is not responsible for any loss or harm related to your inability to access or use the Services.
18. Severability
If any portion of these Terms other than Section 15 is found to be unenforceable or unlawful for any reason, including because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest possible extent.
19. General Terms
CRF’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms constitute the entire agreement between you and CRF with respect to the subject matter of these Terms and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding that subject matter. Any waiver of any provision of these Terms will be effective only if in writing and signed by CRF. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.
If you have a question or complaint regarding the Services, please send an email to crfusa@crfusa.com. You may also contact CRF by writing to 801 Nicollet Mall, Suite 1700W, Minneapolis, MN 55402, or by calling at 612.338.3050.
