Last updated September 10, 2026

BY CLICKING THE "ACCEPT" BUTTON ON THE "MEMBERSHIP AUTHORIZATION" PAGE ON THE PLATFORM, YOU AGREE THAT A "MEMBERSHIP FEE" OF $9.99 MUST BE PAID IF YOU DO NOT CANCEL THE MEMBERSHIP 24 HOURS OR MORE BEFORE YOUR NEXT PAY DATE INDICATED BY YOU WHEN SIGNING UP ON THE PLATFORM. YOU AGREE THAT WE WILL DEBIT THE PAYMENT ON YOUR NEXT PAY DATE AND ON THE SAME DAY EACH MONTH THEREAFTER UNTIL YOU CANCEL ("MEMBERSHIP DUE DATE"). IF THE DATE INDICATED WHEN YOU SIGNED UP IS ON THE FINAL DAY OF A MONTH WITH 30 OR 31 DAYS, THE SAME DAY EACH MONTH REFERS TO THE FINAL DAY OF THE MONTH FOR MONTHS WITH FEWER DAYS.
UNLESS YOU REJECT THE ARBITRATION CLAUSE AS SET FORTH BELOW, THE AGREEMENT TO ARBITRATE ALL CLAIMS IN SECTION 15 WILL APPLY TO YOU. PLEASE READ THE ARBITRATION CLAUSE CAREFULLY AS IT WILL HAVE A SUBSTANTIAL EFFECT ON YOUR RIGHTS, INCLUDING YOUR RIGHT TO A JURY TRIAL AND TO BRING OR PARTICIPATE IN A CLASS ACTION. BY ACCEPTING THESE TERMS, YOU AGREE TO THE TERMS OF THE ARBITRATION CLAUSE. THE ARBITRATION CLAUSE APPLIES TO THE MEMBERSHIP AGREEMENT IN SECTION 15 AND ANY ADVANCES YOU OBTAIN UNDER A FRONTPAY ADVANCE AGREEMENT, AMONG OTHER ITEMS AS MORE FULLY DESCRIBED IN THE ARBITRATION CLAUSE.

These terms and conditions (the "Terms" or "Terms and Conditions") govern your use of FrontPay's websites, web applications, customer portals, or other online services (collectively, the "Platform") and/or the products and services offered, operated or made available by FrontPay (collectively, the "Services") through the Platform or otherwise. These Services include, but are not limited to: (i) FrontPay membership, a subscription service providing benefits including custom financial management services ("FrontPay Membership"); and (ii) cash advances provided under a FrontPay Advance Agreement ("Advances") and all requests for Advances and all services related to Advances ("Advance Services"). In these Terms, "FrontPay Account" refers to your account with us. "You", "your", or "User" refer to the person who has requested use of FrontPay's products or Services and that electronically agrees to these Terms. "FrontPay", "we", "us", or "our" refer to PFG EWA Acquisition LLC dba FrontPay, including its subsidiaries, affiliates, agents, service providers and assigns.

The FrontPay Services are being provided to you expressly subject to these Terms, which govern your relationship with FrontPay, the Services and the Platform. By accessing or using the Platform, you acknowledge that you have read, understand and agree to be bound by these Terms. These Terms contain an Arbitration Clause in Section 15. Please read that section carefully.

These Terms and Conditions are in addition to any other terms and conditions that might apply to any agreement you have with us or any Services or information we provide. If there is any conflict or contradiction between these Terms and another agreement you enter into applicable to any Service offered on the Platform or any other agreement with us then the other agreement will take precedence with respect to that Service, information or agreement.

Please carefully review these Terms before using this Platform or Services or accessing any data thereon. ‍

‍1. ACCEPTANCE OF TERMS & ACCOUNT ELIGIBILITY

These Terms create a legal obligation and form an essential basis of the bargain between you and FrontPay. By accessing, browsing and/or using the Platform or the Services, you acknowledge that you have read, understand, 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, you may not access or use the Platform or the Services. To use the Platform or the Services and to accept the Terms, you must be 1) a legal resident of the United States, 2) of legal age to form a binding contract with FrontPay, and 3) not prohibited by law from using the FrontPay website or the Services. FrontPay may suspend or restrict your access to the Platform, Services or your FrontPay Account, or cancel your FrontPay Account at any time, for any reason. By applying for or using your FrontPay Account, you acknowledge that you have received a copy of these Terms and you understand and agree to them. ‍

‍2. PRIVACY POLICY

By agreeing to these Terms, you also consent to FrontPay's Privacy Policy, which details how we handle and protect data. We reserve the right to update our Privacy Policy at our discretion. Our Privacy Policy is available on the Platform at https://www.populusfinancial.com/privacy/ca/. Any changes made to our Privacy Policy are effective when the updates are live on the Platform.

3. ACCOUNT INFORMATION ACCURACY AND UPDATES

To access certain FrontPay Services, you must create a FrontPay Account through the Platform. When you create a FrontPay Account, you will obtain a Login ID and password. After you create a FrontPay Account, obtain a Login ID and password, and proceed to setup your FrontPay Account through the Platform, we will prompt you to provide us with certain information, such as, but not limited to, your name, mailing address, and email address (collectively "Account Information"). You agree that any Account Information you provide will be accurate, current, and complete. Should any of your Account Information change, you agree that you will update this information as soon as possible. To update your Account Information, contact support@joinFrontPay.com. You may only open one FrontPay Account. You may not maintain a joint account with another person and you cannot add an authorized user to your FrontPay Account. You agree that you will not allow another person to use or access your FrontPay Account and will not share your Login ID or password with other persons. You represent that you are a legal owner of, and that you are authorized to provide us with all Account Information and other information necessary to facilitate your use of the Services. In order to use certain Services, FrontPay may be required to verify your identity. You authorize us to make any inquiries we consider necessary to validate your identity. If you do not respond to such inquiries or we cannot verify your identity, we can refuse to allow you to use the Services or revoke any previously granted access. Should you believe or have reason to believe that any of your Account Information, including your Login ID and/or password, has been compromised, or that another person is accessing your FrontPay Account through some other means, you agree to notify us as soon as possible at support@joinfrontpay.com.
‍
‍ 4. THIRD-PARTY ACCOUNT INFORMATION

To use certain Services, you must direct FrontPay to retrieve your account transaction history, balance information, or other information maintained by third parties with which you have relationships, maintain accounts or engage in financial transactions ("Third-Party Account Information").

Before we retrieve information about any bank account, we will ask you to verify your bank account information. By clicking "Click Here to Verify Banking Information" or "Next" you authorize us, Chirp, or another third party, to gather data from your financial institution and provide us from time to time with a report (a "Chirp Report") showing, among other things, the bank account's account details, balances, transactions and related notifications. By authorizing Chirp or other third party to provide the Chirp Report to us (for example, by clicking on a button reading "CONTINUE"), you: (1) promise that the Chirp Report is correct; (2) instruct Chirp, as your agent, to forward the Chirp Report to us on your behalf; and (3) authorize us to use the deposit information in the Chirp Report to help determine your eligibility for Advances, including the amount of Advances.

You also authorize us and our marketing partners and affiliates to use information from Chirp Reports and any other Third-Party Account Information, to the extent permitted by law and consistent with our Privacy Notice, to decide whether to offer you other products and services and for our internal business purposes. We may use any legal means to make offers to you.

You also authorize Chirp to obtain from your financial institution and provide us directly (without first submitting it to you for review) information about current account balances.

For further information about these matters, see our Privacy Notice, our Privacy Policy, and the Chirp Privacy Policy.

By using the Services, you authorize FrontPay, as well as third-party service providers acting on FrontPay's behalf and FrontPay affiliates, to access your Third-Party Account Information, on your behalf as your agent, and you expressly authorize these third parties to disclose Third-Party Account Information to us.

You agree that you are responsible for maintaining the security of the passwords and usernames you use to access any third-party sites and will keep those passwords and usernames up-to-date on the FrontPay website. FrontPay does not review Third-Party Account Information for accuracy, legality or non-infringement. Additionally, FrontPay is not responsible for your Third-Party Account Information or products and services offered by or on third-party sites. You understand that any Third-Party Account Information displayed through the Services will be the information we most recently accessed, and that this information may not reflect pending transactions or other recent activity. ‍

5. FRONTPAY MEMBERSHIP

5.1 Enrolling in FrontPay Membership and Membership Fee
If you agree to enroll in a FrontPay Membership you agree to be bound by the following FrontPay Membership Agreement (the "Membership Agreement").

BY ENROLLING IN A FRONTPAY MEMBERSHIP YOU AGREE THAT A MEMBERSHIP FEE OF $9.99 MUST BE PAID IF YOU DO NOT CANCEL THE MEMBERSHIP 24 HOURS OR MORE BEFORE YOUR NEXT PAY/INCOME DATE INDICATED BY YOU WHEN SIGNING UP ON THE PLATFORM. YOU AGREE THAT WE WILL DEBIT THE PAYMENT ON YOUR MEMBERSHIP DUE DATE. IF THE DATE INDICATED WHEN YOU SIGNED UP IS ON THE FINAL DAY OF A MONTH WITH 30 OR 31 DAYS, THE SAME DAY EACH MONTH REFERS TO THE FINAL DAY OF THE MONTH FOR MONTHS WITH FEWER DAYS.

This Membership Agreement sets out the terms and conditions for your FrontPay Membership provided by us and your access to products and other services that may be made available to you as part of the FrontPay Membership. Please keep a copy of this Membership Agreement for your records and read it carefully.

By clicking the "Accept" button on the "Membership Authorization" page on the Platform, you are agreeing that: (a) you will be bound by the terms of this Membership Agreement; (b) you will be charged your first Membership Fee on the date you indicated as your next pay/income date when signing up on the Platform; (c) you have provided bank account information and authorize us and our affiliates and service providers to store your payment method for the purpose of executing future FrontPay Membership and auto-renewal transactions pursuant to any recurring payment authorization; (d) UNLESS YOU CANCEL, YOUR MEMBERSHIP WILL AUTOMATICALLY RENEW ON THE DATE YOU INDICATED AS YOUR NEXT PAY/INCOME DATE WHEN SIGNING UP ON THE PLATFORM AND WILL RENEW ON THE SAME DAY EACH MONTH, SUBJECT TO SECTION 5.6 BELOW, BUT IF THE DATE INDICATED WHEN YOU SIGNED UP IS ON THE FINAL DAY OF A MONTH WITH 30 OR 31 DAYS, THE SAME DAY EACH MONTH REFERS TO THE FINAL DAY OF THE MONTH FOR MONTHS WITH FEWER DAYS; and (e) AT THE TIME OF RENEWAL, WE WILL AUTOMATICALLY CHARGE THE THEN-CURRENT MEMBERSHIP FEE TO AN ELIGIBLE PAYMENT METHOD WE HAVE ON FILE FOR YOU.

When you first enroll in a FrontPay Membership, you will be provided with a trial period until your next pay/income date selected by you. During this time, you will have access to FrontPay Membership benefits, but you will not owe the initial Membership Fee until the date you indicated as your next pay/income date when signing up on the Platform.

5.2 FrontPay Membership Requirements

You can activate your FrontPay Membership using the Platform. To be eligible for the FrontPay Membership, you must meet the Membership requirements that include, but are not limited to: (1) being physically located in and a resident of a state where we offer FrontPay Membership; (2) being at least 18 years old; and (3) having a valid payment method that is acceptable to us. We reserve the right to delay, decline or cancel any request to join the Membership for security purposes and to help protect against possible fraudulent and other illegal activity, as well as for other unanticipated circumstances or as otherwise determined by us in our discretion.

5.3 Membership Fee; Membership Due Date; Term

You agree to pay us a Membership Fee of $9.99 on a recurring basis on each Membership Due Date. Membership Fees are nonrefundable once incurred, except as expressly provided herein.

You can view your Membership Due Date by logging into the website.

You are personally responsible for any applicable federal, state, local or other taxes that may be associated with your Membership unless you are informed otherwise. We may collect all applicable sales taxes in instances where we believe that we are obligated to do so.

This Membership Agreement automatically renews until you cancel the Membership Agreement under Section 5.6 below.

FrontPay may attempt to avoid charging you the Membership Fee if we detect that your Payment Method does not contain sufficient funds to cover the Membership Fee. If we do not charge you because your Payment Method does not contain sufficient funds, or if our attempt to charge you is declined, FrontPay reserves the right to terminate your access to FrontPay Membership benefits.

5.4 Membership Benefits
FrontPay Membership provides access to personal financial management services through use of a chatbot providing financial education. FrontPay Membership also enables you to access the Platform and is the most convenient way to access our Services.

FrontPay Membership is not required to request or obtain an Advance. You may request an Advance without paying the Membership Fee by emailing info@joinfrontpay.com and stating that you would like to request an Advance without a Membership Fee. Enrolling in FrontPay Membership does not guarantee approval of an Advance or impact the amount of an Advance.

We may offer additional benefits in connection with the FrontPay Membership from time to time.

5.5. Automatic Payment Authorization

5.5.1 Recurring Payments

By clicking the "Accept" button on the "Membership Authorization" page on the Platform and providing your checking account number/routing number and debit card information (collectively, along with any account or card information you or your financial institutions subsequently provide, a "Payment Method") and clicking "Next" you agree to automatic recurring Membership Fee payments (each, a "Payment"), and you authorize us to initiate recurring Payments in the amount of the Membership Fee using any of the Payment Methods, in our sole discretion, pursuant to this Automatic Payment Authorization. Your initial Payment will be initiated on or shortly after the date you indicated as your next pay/income date when signing up on the Platform and each additional Payment will be initiated on or shortly after the same day each month thereafter until you cancel your Membership or terminate this Payment Authorization. If the date indicated when you signed up is on the final day of a month with 30 or 31 days, the same day each month refers to the final day of the month for months with fewer days.

5.5.2 Authorization to Vary Amounts of Recurring Payments

You have the right to receive advance notice if any recurring Payment we seek will vary from the amount authorized above. To exercise this right, please email us at support@joinfrontpay.com. Unless you exercise this right, you authorize us to vary the amount of any recurring Payment so long as such Payment is less than the preauthorized amount or no greater than 110% of such amount.

5.5.3 Revocation and Termination of Payment Authorization

You have the right to terminate this Automatic Payment Authorization through the Platform or via e-mail to support@joinfrontpay.com or any other method we may make available at least 24 hours in advance of your Membership Due Date. If you cancel your membership prior to your next Membership Due Date, your access will continue until that Membership Due Date.

5.6 Cancellation of Membership
Your Membership may be terminated by you or us or canceled by you or us for any reason or no reason without notice to you subject to the terms and restrictions provided in this Membership Agreement and as permitted by applicable law.

You may cancel your Membership at any time on the Platform by clicking on subscription settings and selecting "cancel" or notifying us by email at support@joinfrontpay.com stating that you would like to cancel or do not want to renew your FrontPay Membership.

Cancellation must be requested at least 24 hours in advance of the Membership Due Date to avoid being charged the Membership Fee on that Membership Due Date.

Canceling your Membership allows you to temporarily disable your access to benefits of the FrontPay Membership, but we may, in our discretion, permit access to certain Services. You will not be charged the Membership Fee for use of those Services that we may provide following your cancellation.

Once canceled, your FrontPay Membership will remain canceled until you instruct us to restart it.

Advances are not conditioned on FrontPay Membership. If you cancel your FrontPay Membership, you will continue to have the ability to request advances by e-mailing us at info@joinfrontpay.com and stating you would like to request an Advance without the Membership Fee.

5.7 Transfer of Membership Prohibited; Assignment

You cannot transfer or assign your FrontPay Membership or your rights under this Membership Agreement to any other person, and any attempt to do so is automatically void and of no legal effect. Subject to applicable law, we may assign any rights or obligations we have under this Membership Agreement, in whole or in part, to any third party without notice to you.

5.8. Changes.

In our sole discretion and subject to applicable law, we may from time to time make changes to this Membership Agreement for any reason or no reason and in any respect, by adding, deleting, or modifying any provision, including the Membership Fee, renewal process and Membership benefits. We may discontinue or retire the FrontPay Membership or access to any Membership benefits or any feature of any Membership benefits, at any time, in our sole discretion. We will post notice of any changes to the Platform. Your continued participation in the Membership or use of any Membership benefit following receipt or posting of any such notice will constitute your acceptance of all changes disclosed in the notice. If a Membership benefit is removed from the Membership, we will provide you with advanced notice, if required by applicable law, and an opportunity to cancel your Membership. In certain circumstances, if we are required by law to notify you individually of changes to the terms of this Membership Agreement, we will do so. If you wish to avoid an upcoming Membership Fee, you should cancel your Membership 24 hours or more before the Membership Due Date.

We will provide advance notice and opportunity to opt out for any change to the Arbitration Clause even if not required by law.

6. ADVANCES – ADVANCE SERVICES IMPORTANT NOTICES ABOUT ADVANCES AND OUR ADVANCE SERVICES:

• ANY ADVANCE, INCLUDING THE AMOUNT AND APPROVAL DECISION, IS DETERMINED IN OUR SOLE DISCRETION. FIRST ADVANCES ARE TYPICALLY BETWEEN $15 AND $40. HIGHER ADVANCE AMOUNTS MAY BE AVAILABLE FOR SUBSEQUENT ADVANCES BASED ON REGULAR USE OF THE ADVANCE SERVICES. YOU MAY ONLY HAVE ONE ADVANCE AT A TIME. WE MAY REQUIRE A 4-DAY WAITING PERIOD FOLLOWING COMPLETED ADVANCES BEFORE APPROVING A NEW ADVANCE. ADVANCES WILL TYPICALLY ARRIVE WITHIN 1-3 BANKING DAYS OF APPROVAL, OR GENERALLY WITHIN 8 HOURS OF APPROVAL IF YOU ELECT TO PAY FOR EXPRESS FUNDING, IN EITHER CASE SUBJECT TO BANK CLOSURES AND HOLIDAYS.
• YOU HAVE NO OBLIGATION TO REPAY ANY ADVANCE YOU OBTAIN UNDER ANY FRONTPAY ADVANCE AGREEMENT WITH US, INCLUDING NO OBLIGATION TO PAY ANY FEE, CHARGE, OR OTHER AMOUNT. ANY AMOUNT YOU ELECT TO PAY IS ENTIRELY VOLUNTARY.
• IF YOU ELECT TO CANCEL A SCHEDULED ELECTRONIC FUND TRANSFER BY CONTACTING US AT info@joinfrontpay.com AT LEAST THREE (3) DAYS BEFORE YOUR SCHEDULED ELECTRONIC FUND TRANSFER DATE EXERCISING YOUR RIGHT TO CANCEL, WE WILL NOT ATTEMPT TO INITIATE AN ELECTRONIC FUND TRANSFER USING ANY APPLICABLE ELECTRONIC FUND TRANSFER METHOD.
• NO FEE OR CHARGE IS REQUIRED TO OBTAIN AN ADVANCE. ALL FEES AND CHARGES ARE FOR OPTIONAL SERVICES.
  • YOU MAY REQUEST AN ADVANCE WITHOUT PAYING A MEMBERSHIP FEE BY EMAILING US AT info@joinfrontpay.com.
  • YOU WILL ALWAYS HAVE AN OPTION TO RECEIVE ADVANCES WITHOUT INCURRING AN EXPRESS FUNDING FEE BY CHOOSING FREE FUNDING. FREE FUNDING SENT VIA ACH (OR ITS EQUIVALENT) WILL GENERALLY BE AVAILABLE IN 1-3 BANKING DAYS AT NO COST FOR TRANSFER, SUBJECT TO BANK CLOSURES AND HOLIDAYS.
• FRONTPAY ADVANCE SERVICES ARE NOT CREDIT AND ANY ADVANCE YOU OBTAIN IS NOT A LOAN. FOR MORE INFORMATION, SEE YOUR APPLICABLE FRONTPAY ADVANCE AGREEMENT.

6.1 General Information About Advances and Our Advance Services
From time to time, FrontPay may allow you to request an Advance either using the Platform or by emailing info@joinfrontpay.com and stating that you would like to request an advance without a membership fee.

Advances are subject to a FrontPay Advance Agreement between you and us that govern the terms and conditions of those transactions. The terms of the FrontPay Advance Agreement control in the event of any conflict between those terms and the terms of any other agreement between us, including these Terms.

6.2 Eligibility; Age; State.

You must be at least eighteen (18) years of age to be eligible for the Advance Services. Advances are only available to residents of select states. You can request more information about eligible states by emailing support@joinfrontpay.com. If you are not a resident of one of these states, you are not eligible to receive the Services.

6.3. No FrontPay Membership Required.

FrontPay Membership is voluntary and not a condition of receiving Advance Services. You may apply for an Advance without having a FrontPay Membership by emailing us at info@joinfrontpay.com and stating that you would like to request an advance without a membership fee. FrontPay Membership is not required to request or obtain an Advance and enrolling in FrontPay Membership does not guarantee approval for an Advance or impact the amount of an Advance.

6.4 Federal Income Taxes.

If you obtain cash advances during any calendar year and $600 or more remains unpaid at the end of the calendar year, we expect that we will need to file with the IRS a Form 1099 reporting the unpaid balance as income for the year. Comparable reporting requirements may exist under state law. If we file a Form 1099 and you file your tax return after paying the previously unpaid Advances in whole or in part, you should consult your tax preparer about the effect of such payment.

7.GENERAL TERMS RELATED TO ALL ELECTRONIC FUND TRANSFERS
The following terms apply to any electronic fund transfer ("EFT") involving any bank account, debit card or other similar account that you have provided, or you or your financial institution subsequently provide, to us (collectively, "EFT Accounts").

7.1 Authorization to Correct Errors and Modify or Combine EFTs.

In the event we make an error in processing an EFT, you authorize us to correct the error by initiating an EFT credit or debit using the applicable EFT Account in the amount of such error on or after the date such error occurs. You authorize us to verify the EFT Account information that you have provided to us. If you make a typographical or similar error in providing us with such information, you authorize us to correct the error upon receiving corrected information from you or your financial institution. Instead of or in addition to any EFT described in these Terms, a FrontPay Advance Agreement or in any other agreement with us, you authorize us to initiate EFTs using any EFT Account you indicate for any amounts and on any dates that you subsequently direct by using the Platform, phone, email, or other method we make available. You authorize us to combine multiple EFTs that we may be initiating using an EFT Account into a single EFT, including combining EFTs authorized under separate EFT authorizations.

7. 2 Reinitiating a Rejected EFT; Termination by Us.

If any EFT under an EFT authorization with us is rejected, you authorize us to re-initiate it as many times as permissible under applicable law or network rules. However, you agree that we are under no obligation to reinitiate any rejected EFT. You understand that your financial institution may impose fees in connection with a rejected EFT, and you agree that we do not have any liability to you for such fees. If you know that an EFT will be rejected by your financial institution (e.g., because there is not enough money available in your applicable EFT Account), please contact us as soon as possible.

We may cancel or terminate any EFT or any EFT authorization at any time and for any reason, including returned EFTs from any transactions with us.

7.3 EFT Disbursement of Advance Funds to Your EFT Account
When you request an Advance from us, you authorize us, in our sole discretion, to deliver the proceeds to you by initiating an EFT to credit the applicable EFT Account in the amount of the approved Advance on or shortly after the date that is 1-3 banking days from Advance approval (If you elect Express Funding, the EFT will typically occur within 8 hours of approval), in each case subject to bank closures and holidays.

7.4 Additional Terms.

You promise that you are an authorized signer on, or user of, each EFT Account you provide to us. You understand all EFTs are subject to applicable law and network rules.

8. CONSENT TO CONTACT YOU

We, PFG EWA Acquisition LLC dba FrontPay, including its subsidiaries, affiliates, agents, service providers and assigns, may use automated telephone dialing systems, text messaging systems and electronic mail ("e-mail") to provide messages to you about EFTs and other important information regarding these Terms, the Platform, the Services, or your relationship with us. You agree the telephone messages may be played by a machine automatically when the telephone is answered, whether answered by you or someone else. These messages may also be recorded by your answering machine. You give us your permission to call or send a text message to any telephone number you have given us or you give to us in the future and to play pre-recorded messages or send text messages with information about these Terms, the Platform, the Services or your relationship with us over the phone. You also give us permission to communicate such information to you by e-mail. You understand that, when you receive such calls, texts, or e-mails, you may incur a charge from the company that provides you with telecommunications, wireless and/or internet services. You agree that we will not be liable to you for any fees, inconvenience, annoyance or loss of privacy in connection with such calls, texts, or e-mails. You understand that anyone with access to your telephone or e-mail account may listen to or read the messages, notwithstanding our efforts to communicate only with you. If a telephone number(s) you have provided to us changes, or if you cease to be the owner, subscriber or primary user of such telephone number(s), you agree to immediately give us notice of such facts so that we may update our records. You agree that this authorization constitutes a bargained-for exchange. To the extent you have the right under applicable law to revoke this authorization, you may do so by emailing us at support@joinfrontpay.com, calling us at 1-800-224-4338, by replying STOP to a text message we send or by any other reasonable means. Message frequency varies. Message and data rates may apply. You may text HELP for HELP. See these Terms and our Privacy Policy at https://www.populusfinancial.com/privacy/ca/ for more information.

‍‍ 9. LIMITATIONS ON USE
9.1 Use of the Platform and Services. You agree to use the Platform and Services only for lawful purposes. You will not use the Platform or Services to violate any applicable law, regulation, rule or ordinance of any nation, state, or locality or of any international law or treaty. You will not use the Platform or Services in a manner that could give rise to any civil or criminal liability or that is unauthorized. Unauthorized uses include, but are not limited, unauthorized entry into FrontPay's systems, misuse of passwords, or misuse of any information posted on the Platform or through the Services. FrontPay makes no claims concerning whether use of the Platform or Services is appropriate outside of the United States. If you access the Platform or the Services from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. You agree you will not: 1) try to reverse engineer, disassemble, decompile, or decipher the Platform or the Services or software making up the Platform and Services; 2) navigate or search the Platform or Services with any tool, software, agent, engine or other means (including bots, avatars, intelligent agents, or spiders); 3) use a means other than FrontPay's provided interface(s) to access the Platform or the Services; 4) use the Platform or the Services in a way that could impair, overburden, damage, or disable any portion of the Platform or Services; or 5) mirror any material contained on the Platform or the Services.

9.2 Failure to Adhere to Limitations on Use. FrontPay reserves the right to take various actions against you if we believe you have engaged in activities restricted by these Terms or by laws or regulations. FrontPay also reserves the right to take action to protect FrontPay, other users, and other third parties from any liability, fees, fines, or penalties. If you fail to comply with this section, we may take actions including, but not limited to: 1) updating information you have provided to us so that it is accurate; 2) limiting or revoking your access to the Platform or the Services; 3) suspending or terminating your ability to continue to use the Platform or the Services; 4) taking legal action against you, that FrontPay will not take action against you if we are unable to charge you for an Advance); 5) holding you liable for the amount of FrontPay's damages caused by your violation of these Terms.

‍ 10. ACCOUNT REVOCATION & TERMINATION

FrontPay may suspend, cancel, limit, or revoke your access to and use of the Platform or the Services and/or terminate these Terms and the agreement between you and FrontPay or your FrontPay Account at any time without notice, with or without cause, in our absolute discretion, to the extent permitted by applicable laws. The following sections of these Terms shall survive termination: Indemnification, Intellectual Property, Disclaimer of Warranties, Limitation of Liability & Unforeseen Circumstances, Waiver, Dispute Resolution by Binding Arbitration, Governing Law and Venue, General Provisions (Entire Agreement; Assignment; Other Rights), and any other section that by its terms survives termination. FrontPay further reserves the right to modify or discontinue, either temporarily or permanently, any portions or all of the Platform or Services at any time with or without notice, as permitted by applicable law.

‍‍ 11. INTELLECTUAL PROPERTY RIGHTS

The Platform and the Services are owned and operated by FrontPay. All content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, text, data, contents, names, trade names, trademarks, trade dress, service marks, layout, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, interfaces, databases, technology, and all intellectual property of any kind whatsoever and the selection and arrangement thereof (collectively, the "FrontPay Materials") are owned exclusively by FrontPay or the licensors or suppliers thereof and are protected by U.S. copyright, trade dress, patent, trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. Nothing on this Platform or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the FrontPay Materials displayed on the Platform or the Services, without our prior written permission in each instance. You may not use, copy, display, distribute, modify or reproduce any of the FrontPay Materials found on the Platform or the Services unless in accordance with written authorization by us. FrontPay prohibits use of any of the FrontPay Materials as part of a link to or from the Platform or the Services unless establishment of such a link is approved in writing by us in advance. Any questions concerning any FrontPay Materials, including whether any mark or logo is a FrontPay Material, should be referred to FrontPay. All rights related to the FrontPay Materials are hereby reserved. You agree that the FrontPay Materials may not be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the express prior written consent of FrontPay. You acknowledge that the FrontPay Materials are and shall remain the property of FrontPay. You may not modify, participate in the sale or transfer of, or create derivative works based on any FrontPay Materials, in whole or in part.

‍‍ 12. DISCLAIMER OF WARRANTIES

THIS PLATFORM AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, EXCEPT AS EXPRESSLY STATED IN THESE TERMS, FRONTPAY AND ALL OF ITS SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, STOCKHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS, ASSIGNS, LICENSORS AND SUPPLIERS INCLUDING PAYMENT CARD NETWORKS AND PAYMENT PROCESSORS (COLLECTIVELY, THE "FRONTPAY PARTIES") DISCLAIM ANY OTHER EXPRESS OR IMPLIED WARRANTIES (INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE) AS TO THE CONTENT OR OPERATION OF THE PLATFORM OR THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE PLATFORM OR THE SERVICES IS AT YOUR SOLE RISK. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY AND ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE FRONTPAY PARTIES MAKE NO REPRESENTATION, GUARANTEE, OR OTHER EXPRESS OR IMPLIED WARRANTIES (INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE) REGARDING THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY OF THE INFORMATION OR CONTENT ON THE PLATFORM OR THE SERVICES. THE FRONTPAY PARTIES MAKE NO REPRESENTATION, GUARANTEE, OR WARRANTY THAT THE PLATFORM OR SERVICES ARE FREE OF VIRUSES, BUGS, DEFECTS, ERRORS, OR OTHER COMPUTING ROUTINES THAT CONTAIN DAMAGING OR OTHERWISE CONTAMINATING PROPERTIES, OR PROGRAMS INTENDED TO INTERCEPT OR STEAL PERSONAL OR SYSTEM DATA. PLEASE NOTE, THE ABILITY TO EXCLUDE WARRANTIES VARIES IN DIFFERENT JURISDICTIONS. TO THE EXTENT THAT A JURISDICTION PLACES LIMITS ON THE ABILITY FOR A PARTY TO EXCLUDE WARRANTIES, THESE EXCLUSIONS EXIST TO THE EXTENT PERMITTED BY LAW. BECAUSE OF THIS JURISDICTIONAL VARIANCE, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

‍FRONTPAY DOES NOT INTEND TO PROVIDE YOU WITH ANY LEGAL, TAX, OR FINANCIAL ADVICE THROUGH THE PLATFORM OR THE SERVICES. FRONTPAY IS NOT A LAWYER, TAX ADVISOR, BROKER, OR FINANCIAL PLANNER. YOU SHOULD CONSIDER CONSULTING AN ACCOUNTANT OR OTHER FINANCIAL ADVISOR AWARE OF YOUR INDIVIDUAL CIRCUMSTANCES BEFORE YOU IMPLEMENT ANY FINANCIAL STRATEGY OR MAKE ANY OTHER FINANCIAL DECISIONS.

‍ 13. LIMITATION OF LIABILITY & UNFORESEEN CIRCUMSTANCES THE FRONTPAY PARTIES' TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS (WHETHER IN CONTRACT, TORT, OR OTHERWISE AND INCLUDING LIABILITY FOR DAMAGES, LOSSES OR CAUSES OF ACTION), IS LIMITED TO USD $1,000 (ONE THOUSAND UNITED STATES DOLLARS). YOU ACKNOWLEDGE THAT THE FRONTPAY PARTIES WILL NOT BE RESPONSIBLE, UNDER ANY CIRCUMSTANCES, TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, OR PUNITIVE DAMAGES, INCLUDING DAMAGES UNDER WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER CLAIMS, ARISING UNDER OR RELATING TO THESE TERMS AND YOUR USE OF THE PLATFORM OR THE SERVICES, THE FRONTPAY MATERIALS, OR ANY CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE PLATFORM OR THE SERVICES, EVEN IF FRONTPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FRONTPAY PARTIES WILL ALSO NOT BE LIABLE TO YOU FOR ANY USE OF INFORMATION, DATA, OR OTHER MATERIAL TRANSMITTED VIA THE PLATFORM OR THE SERVICES, OR FOR ANY ERRORS, DEFECTS, INTERRUPTIONS, DELETIONS, OR LOSSES RESULTING FROM, INCLUDING LOSS OF PROFIT, REVENUE, OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO, OR USE OF, THE PLATFORM OR THE SERVICES. YOU ACKNOWLEDGE THAT OUR SERVICES MIGHT BECOME UNAVAILABLE FROM TIME TO TIME DUE TO CIRCUMSTANCES NOT IN OUR CONTROL (SUCH AS FIRES, FLOODS, NATURAL DISASTERS, SYSTEM FAILURES OR OTHER UNFORESEEN EVENTS). WHEN THIS OCCURS, YOU MAY NOT BE ABLE TO ACCESS YOUR FRONTPAY ACCOUNT OR THE PLATFORM OR THE SERVICES TO USE THE CHATBOT, REQUEST AN ADVANCE OR FOR ANY OTHER PURPOSE. WE ARE NOT RESPONSIBLE OR LIABLE IF THIS HAPPENS. PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE FRONTPAY WEBSITE OR THE SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM AND THE SERVICES. ‍

‍ 14. INDEMNIFICATION

To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless the FrontPay Parties from and against any and all causes of action, claims, losses, expenses, demands or liabilities, including reasonable attorneys' fees, arising out of or relating to: (i) your access to, use of or alleged use of the Platform or the Services; (ii) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues 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, and in such case, you agree to cooperate with our defense of such claim. You shall cooperate as fully as reasonably required in the defense of any such claim. You agree not to settle any matter without the prior written consent of FrontPay. ‍

‍ 15. DISPUTE RESOLUTION BY BINDING ARBITRATION

THIS SECTION WILL APPLY TO YOU UNLESS YOU PROMPTLY REJECT THE ARBITRATION CLAUSE IN ACCORDANCE WITH THE REQUIREMENTS OUTLINED BELOW.
THE FOLLOWING ARBITRATION CLAUSE ("ARBITRATION CLAUSE") IS INCORPORATED INTO AND MADE A PART OF THESE TERMS AND CONDITIONS:
THE FOLLOWING PROVISIONS CREATE AN AGREEMENT TO ARBITRATE. IT IS LEGALLY BINDING.

15.1 What is arbitration? An alternative to a court case. In arbitration, a neutral third party (an "NTP") decides claims without a judge or jury.

15.2 Does it differ from court and jury trials? Yes. The hearing is private. There is no jury. It is usually less formal, faster and less expensive than a lawsuit. It involves limited pre-hearing fact finding and limited appeals. Courts rarely reverse arbitration awards.

15.3 Who does this Arbitration Clause cover? You and us. This Arbitration Clause governs you, the person signing below, and us. The words "we," "us," "our" and "ours" mean: (1) PFG EWA Acquisition LLC dba FrontPay ("FrontPay"); (2) its parents, subsidiaries, affiliates, assignees and successors; (3) the employees, directors, officers, shareholders, members and representatives of these companies; and (4) any person or company that you name in a Claim at the same time you pursue a related Claim against FrontPay. Capitalized terms used but not defined in this Arbitration Clause have the meanings given to them in the FrontPay Terms and Conditions.

15.4 Can you opt out of this Arbitration Clause? Yes, within 30 calendar days. If you do not want this Arbitration Clause to apply, you must send us a signed notice within 30 calendar days after the date of this Arbitration Clause. You must send the notice in writing (and not electronically) to us at 300 E. John Carpenter Fwy, Suite 900, Irving, Texas 75062 (or any address we later provide to you) (the "Notice Address"), Attn. Legal. Give your name, address and date. State that you "opt out" of the Arbitration Clause and give the date of this Arbitration Clause. Any opt-out from this Arbitration Clause will not affect any prior or later arbitration agreement between you and us.

15.5 What is this Arbitration Clause about? The parties' agreement to arbitrate Claims. Unless you opt out, either you or we may elect to arbitrate or require arbitration of any "Claim" (as defined below).

15.6 What Claims does this Arbitration Clause cover? All Claims (except certain Claims about this Arbitration Clause). This Arbitration Clause governs all "Claims" between you and us that a court would normally decide. The word "Claims" has the broadest reasonable meaning. It includes contract and tort claims (including fraud and intentional tort claims) and claims under constitutions, statutes, ordinances, rules and regulations. It includes all claims even indirectly related to any current or prior FrontPay Services, including (1) any registration for, access to, use of, or other claim relating to the FrontPay Platform or website, including any claim that the Platform or website did not work properly; (2) our Services, including Membership Services and Advances Services, including enrollment, billing, cancellation, or termination; (3) any Membership or Advance you receive from us, including requesting, receiving, or making any attempted or voluntary repayment or EFT relating to an Advance; (4) any EFT authorization or transaction; (5) any content, tools, features or services available through or provided in connection with the Platform; (6) any registration, consent, or agreement relating to any of the foregoing; and (7) any other agreement, service, or transaction between you and us, including, without limitation, these FrontPay Terms and Conditions, the Membership Agreement and any FrontPay Advance Agreement (each, a "FrontPay Transaction").THIS AGREEMENT APPLIES TO ALL FRONTPAY TRANSACTIONS YOU HAVE USED, REQUESTED, RECEIVED, OR ENTERED INTO, OR MAY USE, REQUEST, RECEIVE, OR ENTER INTO. It includes claims related to the validity of any FrontPay Transaction. This Arbitration Clause applies to actions, omissions and events prior to, on or after the date of this Arbitration Clause. However, it does not include disputes about the validity, coverage or scope of this Arbitration Clause or any part of this Arbitration Clause. All such disputes are for a court and not the NTP to decide.

15.7 Who manages the arbitration? What rules apply? Usually, the AAA. Usually, the American Arbitration Association ("AAA"), 1633 Broadway, 10th Floor, New York, NY 10019 will manage the arbitration under its rules. But, if the AAA cannot or will not do this and the parties cannot agree on another company, a court will pick the manager (if any). Also, an NTP may conduct some arbitrations ("Group Arbitrations") of common issues of law or fact ("Common Issues") without a manager. See Section 15.28. No arbitration brought on a class basis may be managed or conducted without our consent by any person or company that would permit class or representative arbitration under this Arbitration Clause. Generally, arbitrations are subject to the rules of the arbitration manager in effect at the time the arbitration begins. But, rules that conflict with this Arbitration Clause do not apply. The manager (if any) will select the NTP under its rules. But, the NTP must be a lawyer with at least ten years of experience or a retired judge unless you and we otherwise agree.

15.8 Can a Claimant bring Claims in court? Sometimes. The party bringing a Claim ("Claimant") may bring a lawsuit if the other party (the "Respondent") does not demand arbitration. Also, either party may require that a small claims court resolve any individual Claim that such court may hear. But, either party may require arbitration of any appeal of a small-claims decision or any small-claims action brought on a class basis. Finally, some Claims for a public injunction may be brought in court. See Section 15.11.

15.9 Are you giving up any rights? Yes. If we demand arbitration of a Claim you bring, you are giving up your right to: (1) have a court or jury decide the Claim; (2) bring the Claim as a private attorney general or representative of other parties (but see Section 15.11 as to public injunction Claims); (3) without our consent (and except for Group Arbitrations), join the Claim with claims of other consumers; or (4) engage in a class action or class arbitration.

15.10 Can you start a class arbitration? No. The NTP may not decide any Claim on a class or representative basis.

15.11 What happens if part of this Arbitration Clause is invalid? It depends. You must give us written notice and at least 30 calendar days to cure any problem that might prevent arbitration of a Claim. But, if any part of this Arbitration Clause is held invalid, the rest will continue to apply. But, if a court rules that the NTP can decide a Claim on a class or other representative basis and the ruling becomes final after all appeals, only this sentence will apply and the remainder of this Arbitration Clause will be void. Also, if you bring a Claim for public injunctive relief and a court rules that the restrictions in this Arbitration Clause prohibiting the NTP from awarding relief on behalf of third parties are invalid with respect to such Claim (and the ruling becomes final after all appeals), the Claim for public injunctive relief will be decided in court and any individual Claims seeking monetary relief will be arbitrated. In such a case, the parties agree to request the court to stay the Claim for public injunctive relief until a court has entered the arbitration award as to individual relief. A Claim for class relief or public injunctive relief can never be arbitrated. This limit applies to individual arbitrations and to Group Arbitrations.

15.12 In sum, what options do I have to assert Claims against you? Subject to limited exceptions, most Claims are subject to arbitration. All Claims subject to this Arbitration Clause must be decided in: (1) an individual arbitration; (2) a Group Arbitration of Common Issues; (3) a lawsuit if (and only if) the Respondent does not demand arbitration; (4) an individual action in small-claims court; or (5) a lawsuit that solely addresses a Claim for public injunctive relief, but only as provided in Section 15.11.

15.13 What law applies? The Federal Arbitration Act ("FAA"). The services provided under this Arbitration Clause involve interstate commerce. Thus, the FAA governs this Arbitration Clause. The NTP must comply with the FAA and apply substantive law. This includes laws that shift or limit costs if offers of compromise are not accepted and arbitration awards do not exceed such offers ("Compromise Laws"). But, Compromise Laws shall not be applied to give us a net recovery on a Claim you have initiated. The NTP must honor statutes of limitation and privilege rights. As to punitive damages, the NTP must honor constitutional standards that apply in court.

15.14 Will anything I do make this Arbitration Clause invalid? No. If you do not opt out, this Arbitration Clause will stay in force even if you: (1) terminate or cancel any FrontPay Transaction or agreement for FrontPay Services; (2) cease using FrontPay Services; (3) revoke or cancel any ACH or EFT authorization; (4) cancel or terminate any FrontPay Membership or subscription; or (5) become insolvent or bankrupt.

15.15 What must a party do before starting a lawsuit or arbitration? Send a written Claim Notice and work to settle the Claim. Before starting a lawsuit or arbitration, the Claimant must give the Respondent written notice of the Claim (a "Claim Notice"). The Claim Notice must explain in reasonable detail the nature of the Claim, any supporting facts and the requested relief. If you are the Claimant, you must send the Claim Notice in writing (and not electronically) to FrontPay at the Notice Address, Attn. Legal. You or a lawyer you have personally hired must sign the Claim Notice and must provide your full name and a phone number for you or your lawyer. If we are the Claimant, we may send a Claim Notice to you at any mail or email address we have for you in our records. The Claimant must give the Respondent a reasonable chance for at least 30 calendar days to settle the Claim on an individual basis. If the Respondent gives notice that the Claimant has not complied with this Section 15.15 and the Claimant does not dispute such notice, no arbitration manager or arbitrator may proceed under this Arbitration Clause.

15.16 How does arbitration start? Per the manager's rules. If the parties do not reach an agreement to settle a Claim within 30 calendar days, the Claimant may start a lawsuit or an arbitration. To start an arbitration, the Claimant must follow the manager's rules. If the Claimant begins or threatens a lawsuit, the Respondent may demand arbitration. The Respondent may make this demand in court papers. Also, the Respondent may make this demand if the Claimant starts a lawsuit on an individual basis and then tries to pursue a class action. Any lawsuit must stop at once if the Respondent makes an arbitration demand.

15.17 Where will any hearing be held? Near you. The NTP may decide that he or she can resolve a Claim without an in-person hearing based on written filings, a conference call or an online meeting. But, any in-person hearing must be held at a place reasonably convenient to you.

15.18 What about appeals? Very limited. Appeal rights under the FAA are very limited. Except for: (1) FAA appeal rights; (2) Claims involving more than $50,000 (including Claims for an order that could cost more than $50,000); and (3) Claims involving Common Issues decided in a Group Arbitration, the NTP's award will be final and binding. For Claims involving more than $50,000 and Claims involving Common Issues decided in a Group Arbitration, any party (including a majority of the Claimants in a Group Arbitration) may appeal the award to a three-NTP panel selected per this Arbitration Clause. The appeals panel will reconsider from the start any part of the initial award either party has appealed. The panel's decision will be final and binding except for any FAA appeal right. Any appropriate court may enter judgment upon the NTP's award.

15.19 Do arbitration awards affect other disputes? No. You and we agree that no arbitration award involving you will affect any issues or claims involving any other party (including the parties in a Group Arbitration that does not involve you). Also, no arbitration award in another party's dispute will affect any individual arbitration or Group Arbitration involving you.

15.20 Who bears arbitration fees? Usually, we do. Except for Group Arbitrations, we will pay all filing, administrative, hearing and NTP fees if you act in good faith, cannot get a waiver of such fees and ask us to pay. We will always pay these amounts if required by law or the manager's rules or if required to enforce this Arbitration Clause.

15.21 When will we cover your legal fees and costs? Usually, if you win. If you win an arbitration you initiate (meaning you recover more than we offered before the arbitration), we will pay your reasonable fees and costs for attorneys, experts and witnesses. We will always pay these amounts if required by law or the manager's rules or if required to enforce this Arbitration Clause. Attorney's fees will be based on the number of hours worked and standard rates. The NTP will not limit his or her fee award because your Claim is for a small amount. But: (1) subject to clause (2) below, you are not entitled to any fees and costs you incur after we make a written offer to resolve a Claim for more than the amount the NTP awards you; and (2) you will never receive less than the amount required by law or the amount required to enforce this Arbitration Clause.

15.22 Will you ever owe us for arbitration or attorneys' fees? Only for bad faith or breaches of this Arbitration Clause. The NTP may require you to pay our attorney fees if: (1) the NTP finds that you have acted in bad faith under the standards in Federal Rule of Civil Procedure 11(b); and (2) this power does not make this Arbitration Clause invalid. Also, you may be liable for certain arbitration fees in a Group Arbitration, as provided below. Finally, you may be liable for some or all of our fees resulting from your willful breach of this Arbitration Clause, including Section 15.15, but not if such power would make this Arbitration Clause invalid.

15.23 Can our failure to settle a Claim produce a larger award for you? Yes, except in Group Arbitrations. Except for Claims resolved in or after a Group Arbitration, the NTP must award you at least $5,100 if: (1) you give us notice of a Claim on your own behalf (and not on behalf of any other party) and comply with all of the requirements of this Arbitration Clause (including Section 15.15); and (2) the NTP awards you more money than the last amount you requested at least ten calendar days before the arbitration commenced. This is in addition to any attorneys' fees and expenses (including expert witness fees and costs) you are due under the law or this Arbitration Clause. This $5,100 minimum award is a single award for all your possible Claims. You cannot get multiple $5,100 awards. Neither party may disclose settlement demands or offers except to justify a minimum recovery of $5,100.

15.24 Can the parties get a written ruling? Yes. Any party may request details from the NTP, within 14 calendar days of the ruling. Upon such request, the NTP will explain the ruling in writing.

15.25 Can Common Issues be decided in a Group Arbitration?
Sometimes. It is possible that many Claimants will pursue or threaten Claims against us involving Common Issues. In some cases, this may make individual arbitrations impractical or too costly. We have designed the Group Arbitration provisions of this Arbitration Clause to address this problem. Any group of 25-100 Claimants who have given Claim Notices that involve Common Issues and are not already participating in individual arbitrations under this Arbitration Clause may form a "Qualifying Group" to participate jointly in a Group Arbitration. Also, we may form a Qualifying Group of 25-100 such Claimants. (We and the Qualifying Group are the "Parties" to the Group Arbitration.) No Claimant may participate in an arbitration of the same Common Issue in more than one Qualifying Group. The NTP may not decide any class Claims or Claims for public injunctions in a Group Arbitration. To form a Qualifying Group and start a Group Arbitration, either Party may give written notice to the other Party (a "Group Arbitration Notice"). A majority of the Qualifying Group (a "Group Majority") or a Qualifying Group representative appointed by a Group Majority (a "Group Agent") will act for the Qualifying Group. If a new Claimant asserts a Claim that involves a Common Issue in an existing Group Arbitration, either Party may require the new Claimant to join in the existing Group Arbitration if joinder will not make the Qualifying Group too large. Different Qualifying Groups may bring separate Group Arbitrations to decide the same or different Common Issues (for example, if there are more than 100 Claimants with the same Common Issues). A different NTP must conduct each Group Arbitration. No single NTP may hear more than one Group Arbitration of the same Common Issues. The NTP will resolve all Common Issues for each Qualifying Group by Group Arbitration under this Arbitration Clause. Before a Group Arbitration starts, either Party may elect for an NTP to conduct the Group Arbitration without help from the AAA. See Section 15.28.

15.26 Who bears arbitration costs in Group Arbitrations? We bear NTP fees. We may split other fees with the Qualifying Group. In a Group Arbitration, we will bear the fees and charges of the NTP. We will share with the Qualifying Group fees and charges of the arbitration manager (if any). The arbitration manager will decide how we share. But, the Qualifying Group will never bear more than 50% of such fees and charges. It will never bear fees and charges that would render this Arbitration Clause unenforceable or conflict with the law. Also, the NTP may direct us to bear more than 50% of such fees and charges, up to 100%.

15.27 What happens if the NTP cannot decide your Claim in a Group Arbitration? This Arbitration Clause will apply. After a Group Arbitration, any Claim the NTP cannot decide in the Group Arbitration will be subject to this Arbitration Clause. Before initiating a lawsuit or arbitration with respect to such Claim, the Claimant must give the Respondent a new Claim Notice and right to resolve such Claim per Section 15.15.

15.28 What happens if a party does not want a manager for a Group Arbitration? Special rules will apply. If either Party gives timely written notice to the other that such Party does not want a manager for a Group Arbitration, the Parties must try to agree on an NTP to conduct the Group Arbitration. If the Parties cannot agree within 30 calendar days, either Party may ask a court to appoint the NTP. The court must weigh the qualifications of the NTP and the fees charged by the NTP. It should try to find a qualified NTP who charges no more than the NTP charges in AAA consumer arbitrations. Once the NTP has been selected and retained, such NTP will commence and conduct the Group Arbitration in accordance with this Arbitration Clause and such additional procedures as such NTP shall adopt, giving due regard to the rules of the leading nationwide arbitration managers that would apply in an arbitration managed by them.

15.29 Is the arbitration confidential? Yes. You and we agree to keep confidential all aspects of the arbitration, any confidential information produced in the arbitration and any arbitration award or decision. But, either party may disclose such information to the extent needed to pursue the arbitration or to appeal or confirm any award. At either party's request, the NTP shall enter an order protecting confidential information.

15.30 Judicial Forum for Claims.Except as otherwise required by applicable law, in the event that this Arbitration Clause is found not to apply to you or your Claim, you and FrontPay agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Dallas County, Texas. Both you and FrontPay consent to venue and personal jurisdiction there.

16. WAIVER OF JURY TRIAL; WAIVER OF RIGHT TO LITIGATE. BOTH PARTIES KNOWINGLY AND VOLUNTARILY WAIVE OUR RIGHTS TO A JURY TRIAL AND TO LITIGATE OUR CLAIMS BEFORE A COURT.

17. GOVERNING LAW AND VENUE

Except for Section 15, which is governed by the FAA, these Terms are governed by the laws of the State of Texas, without regard to conflict-of-law rules.

‍ ‍18. SEVERABILITY

If any provision of these Terms is found to be invalid, unlawful, void, or unenforceable by either an arbitrator or a court of competent jurisdiction for any reason, the remaining provisions shall remain in full force and effect and be enforced to the fullest extent possible.

‍ ‍ 19. WAIVER

FrontPay may delay enforcing any of its legal rights or remedies under these Terms, or other legal rights or remedies FrontPay has under applicable laws, without waiving or those rights or remedies or any other rights in any way whatsoever.

‍ ‍ 20. GENERAL PROVISIONS (ENTIRE AGREEMENT; ASSIGNMENT; OTHER RIGHTS)

These Terms (including all policies or documents referenced herein) are the entire understanding and agreement between you and FrontPay regarding your use of the Platform or Services. These Terms supersede any previous or other terms or other agreement between you and FrontPay, except where the terms of the other agreement control over the terms of this Arbitration Clause, as provided herein. These Terms cannot be modified by any existing or future oral agreements. Notwithstanding the preceding, FrontPay reserves the right to amend these Terms at any time and will notify you of any such changes by posting the revised Terms on the Platform as described in Section 21 and Section 5.8. These Terms will be binding on, inure to the benefit of, and be enforceable against both you and us and our respective successors and assigns. Neither the course of conduct between you and us nor trade practice shall act to modify any term. You may not assign or transfer these Terms or any of 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 or our rights or obligations under these Terms at any time without notice. We hereby reserve all rights not expressly granted by these Terms. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. ‍

‍ 21. CHANGES TO THESE TERMS

FrontPay reserves the right to change these Terms (including by adding to or deleting from them). FrontPay will electronically notify you of any changes to the Terms by posting revised Terms on the Platform. We will label Terms posted to the Platform with the most recent date of revision. You should check the Platform periodically for changes. All changes are effective upon posting. If you do not agree to any changes, you must request that we suspend or terminate your FrontPay Account and stop using your FrontPay Account after we provide you with notice of those changes. By continuing to use the Platform or the Services, you agree to the change of the Terms. FrontPay may terminate, suspend, change, or restrict access to all or any part of this Platform or the Services without notice or liability.

‍We will provide advance notice and opportunity to opt out for any change to the Arbitration Clause even if not required by law.

‍ 22. CONTACTING US
If you have questions regarding the Terms or the practices of FrontPay, please contact us by email at support@joinfrontpay.com or by regular mail at PFG EWA Acquisition LLC dba FrontPay 300 E. John Carpenter Fwy, Ste. 900 Irving, TX 75062.