Cheddar Up Terms of Use

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PLEASE READ THESE TERMS CAREFULLY. THESE TERMS INCLUDE A WAIVER OF YOUR RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION AND REQUIRE THAT ANY DISPUTES BETWEEN YOU AND CHEDDAR UP BE RESOLVED BY BINDING ARBITRATION, EXCEPT AS OTHERWISE PROVIDED IN THE DISPUTE RESOLUTION SECTION BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS THE SERVICES.

These Terms of Use include and incorporate an Arbitration Agreement, which resolves certain disputes by arbitration on an individual basis. You have a right to Opt Out of the Arbitration Agreement within 30 days.

We may make changes to these Terms of Use from time to time. If we make material changes to these Terms, we will endeavor to provide you with reasonable notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms of Use. Unless we say otherwise in our notice, the amended Terms of Use will be effective immediately and your continued use of our Services after we provide such notice will confirm your acceptance of the changes.

YOU FURTHER AGREE THAT THE AMENDED TERMS OF USE SHALL APPLY RETROACTIVELY TO ALL INTERACTIONS BETWEEN US AND YOU GOING FORWARD, INCLUDING RESOLUTION OF ANY DISPUTE(S) ARISING PRIOR TO YOUR AGREEMENT TO THE AMENDED TERMS OF USE, WHETHER OR NOT NOTICE OF SUCH DISPUTE WAS PROVIDED OR ARBITRATION WAS INITIATED PRIOR TO YOU RECEIVING NOTICE OF THE AMENDED TERMS OF USE.

1. Form of Agreement

Cheddar Up, Inc., a Delaware corporation (“Cheddar Up” or “We” “Our” or “Us”), provides certain payment, payment-related and organizational services (“Services”) to its customers (“You” or “User”) through its website at https://www.cheddarup.com (“Site”) and the Cheddar Up mobile app (“Mobile App”) (collectively, the Site and Mobile App are the “Platform”). By registering with Us, and each time You use, any of the Services, You agree to and accept these terms of use (the “Terms of Use”) and those of Our Platform Affiliates (as described in Section 15). Certain Services are available to Users who have not registered with Us (“Unregistered Users”), and by using any of Our Services, Unregistered Users also agree to these Terms of Use. These Terms of Use form the agreement between You and Cheddar Up that governs Your use of the Platform and the Services. Please read these Terms of Use carefully. To use the Services or access the Platform, You must be a resident of the United States or one of its territories and You must be at least 18 years old or the age of majority in Your state of residence.

2. Modification to the Terms of Use

Cheddar Up may modify these Terms of Use at any time in its sole discretion. All changes are effective when We post them, and those changes will apply to any subsequent access and use of the Platform or any Services by You. Each time You access the Platform or any Services, You will be deemed to have accepted any such changes. If We do modify these Terms of Use, We may (at Our discretion) provide You no notice or notify You of such changes via e-mail at the e-mail address You provided to Cheddar Up at the time of registration. If You do not agree with the Terms of Use, or any changes to them, You may close Your account.

3. Organizers and Collections

Our Services allow Users (as a “Payer”) to make payments (“Payments”) to other Users who are registered through the Services as an “Organizer” of a “Collection.” Organizers may also use a Collection to distribute and/or receive data and/or information from Payers and/or Unregistered Users (“Collection Data”). The Services also provide certain other tools and features to track and organize Payments and information, and to communicate with Users. Organizers may only set up Collections for legal purposes. While it is possible to make certain Payments and use certain features of the Services as an Unregistered User, in order to receive Payments as an Organizer, You must complete Our Registration and Organizer Verification processes, fully comply with these Terms of Use, provide all requested information and verifications and otherwise remain in good standing.

4. User Registration

a. To be an Organizer or use certain Services, You must register with Cheddar Up (a “Registration”). During Registration, You must disclose certain information to Us, including Your name and other personal and identifying information, and You must establish a login id and a password to access the Platform (“Credentials”). You are fully responsible for all activity that occurs through Your Credentials, including for any actions taken by persons to whom You have granted or who have gained access to the Platform through Your Credentials.

b. We reserve the right to change the account type and suspend or terminate the Registration of anyone who provides inaccurate, untrue, or incomplete information or otherwise fails to comply with Our Registration requirements or these Terms of Use. You must update and keep Your Registration information current and accurate. You may be required to provide additional information in the subsequent Organizer Verification process in order to receive the Withdrawals described in Section 10.

c. When You, as an Organizer, establish a Collection, You make the following on-going representations and warranties as “Organizer Representations”:

• i. Your receipt of Collection Data and Payments is for legal purposes and in full compliance with all Applicable Law and these Terms of Use;
• ii. You have not made, nor will You make, any misrepresentations, mischaracterizations or other false statements in connection with the Collection Data, Collection or the ownership, use, or intended use, of the Payments;
• iii. You have disclosed all relevant and applicable costs, terms, conditions, limitations and details necessary for the Payer to evaluate the Collection and any goods or services provided in connection with the Collection;
• iv. If the Collection involves Payments for shared expenses or mutual purposes, You will use the Payment funds in strict conformance with Your representations to the Payers;
• v. You have a duty of good faith and fair dealing to the Payers regarding the performance of the Collection and will act reasonably regarding Disputes from Payers and any refund requests; and
• vi. Your use of the Platform or any content You provide, post or request does not, and will not, infringe upon the intellectual property rights of any third party, including the copyrights, trademarks, patents, rights of privacy, rights of publicity, or trade secrets of that third party.

5. Nature of Cheddar Up Services and Platform Affiliate Relationships

The nature of Cheddar Up’s Services is limited to the technology and Platform functionality to enable Payments and associated features. Cheddar Up is not a bank, financial institution, or money services business. We do not hold Payer or Payment funds, and We do not provide payment processing or money transfer services. As set forth in Section 15, Platform Affiliates provide their own services (including payment processing services) to the User in accordance with each Platform Affiliate’s own terms of use; each Platform Affiliate is solely responsible for their own acts and omissions. No content or information provided by or through the Platform is intended to be financial, legal, tax or other professional advice.

6. Fees and Payment Authorizations

You agree to pay Us all fees for Our performance of the Services as set forth herein and on the Fees Page (“Fees”). Cheddar Up may update or modify the Fees from time to time and in Our discretion. By providing a payment method through the Platform, You represent that You are authorized to use such Payment method as an authorized user, account holder or otherwise. Further, You authorize Cheddar Up and its Platform Affiliate(s), as applicable, to charge such payment method: (a) whenever You fund a transaction by or through the Service, (b) in connection with any errors, claims, or Disputes, and (c) for amounts You owe pursuant to these Terms of Use.

7. Misuse of Funds, Defective or Non-Delivered Goods & Services

Cheddar Up only provides limited technology and Platform functionality, and We are not involved in or otherwise responsible for the underlying transaction(s) between Payers and Organizers or any third party. Therefore, We are not responsible for, nor do We provide recourse directly to Payers for, defective, damaged, non-delivered, or non-performed goods and/or services. Cheddar Up provides no representations, guarantees or warranties with regard to the underlying product or service provided by or through the Organizer, or the performance of any Organizer obligations with regard to the Payment funds or Collection. Except as otherwise set forth herein, or as required by Applicable Law, all disputes, issues, questions or concerns regarding the Organizer’s products or services must be made directly through the Organizer. We are not a guarantor of any Payment, nor are We otherwise liable for payment. Cheddar Up is not responsible for missed payments, fraud, or any other issues related to Payments.

8. Disputes & Reserve Amount

a. For the purpose of this section, a “Dispute” means a request initiated by a Payer for the return of funds for an existing Payment, including a chargeback or dispute on a payment card network; returns or other disputes on the Automated Clearinghouse (ACH) network or any wire transfer system; transactions attempted but rejected for insufficient funds; and similar disputed or rejected transactions or attempted transactions (each a “Disputed Payment”). As an Organizer, You maintain a direct relationship with Your Payers and are responsible for: (i) acquiring appropriate consent to submit Payments through the Platform or any Services on Your behalf, and (ii) determining a Payer’s eligibility and authority to submit Payments and/or otherwise participate in a Collection. Organizers acknowledge that even authorized Payments may be subject to a Dispute. Cheddar Up is not responsible, or liable to You, for authorized and completed Payments that are later the subject of a Dispute, are submitted without authorization or in error, or violate any laws. You (as an Organizer) are immediately responsible to pay Cheddar Up for all Disputed Payments regardless of the reason or timing, including both the Disputed Payment amount plus any other amounts determined by Cheddar Up in its sole discretion necessary to cover all insufficient funds fees, return charges, or similar costs and losses of any kind associated with any dispute or Disputed Payment. A non-refundable Dispute Fee applies to each Dispute, regardless of whether the underlying Dispute is ultimately successful.

b. Cheddar Up may require a cash reserve (the “Reserve Amount”) of any Organizer in an amount that reflects Cheddar Up’s assessment of Organizer and/or Collection risk, as determined in Our sole discretion at any time. The Reserve Amount is a temporary hold, and limits the Organizer’s access to Collection funds. Cheddar Up will notify the Organizer if a Reserve Amount is established (including its amount) or if the amount of the Reserve Amount is modified. Organizer shall fund the Reserve Amount within two (2) business days’ notice from Cheddar Up if a Collection balance is insufficient to do so. You grant and acknowledge that Cheddar Up has a security interest in the Reserve Amount and, at Cheddar Up’s request, will provide requested documentation and will cooperate with Cheddar Up to take additional steps determined to be appropriate by Cheddar Up to perfect this security interest. Any Reserve Amount will be maintained for as long as Cheddar Up determines, in its sole discretion, necessary for its risk management purposes for it to be maintained, including following termination of this Agreement or Collection for any reason, and the provisions of this Section 8 shall survive such termination.

c. Unless prohibited by Applicable Law, and with without separate notice, Cheddar Up may take, and You authorize Cheddar up to take, any Remedial Measure if; (i) You fail to pay all amounts due or owing to Cheddar Up (including, but not limited to, funding the Reserve Amount), or (ii) Your Collection balance is negative or does not contain funds sufficient to pay amounts that You owe under these Terms of Use, including in connection with Disputes and Disputed Payments, or under any other agreement with Cheddar Up. “Remedial Measures” include (i) charging or debiting any bank account, debit or credit card You have on file with Cheddar Up, (ii) deducting, invoicing, recouping or setting off any amount owed from any available Collection, Reserve Amount or any other funds (whether or not already designated as Reserve Amount funds) payable by Cheddar Up to You. You agree to pay any invoice pursuant to the terms of such invoice.

d. When You add a Withdrawal method to Cheddar Up, it is stored as both a Withdrawal method and a payment method should it be necessary to recover Disputed Payments, associated fees and/or other amounts as described herein. If such amounts cannot be recovered by Cheddar Up as described herein, You are responsible for immediately paying these amounts to Cheddar Up.

e. Cheddar Up will usually notify the Organizer when a Dispute is filed by a Payer. The Organizer may have the ability to challenge a Dispute by submitting evidence supporting the underlying Payment to Cheddar Up or its Platform Affiliate(s). We cannot guarantee that any challenge to a Dispute will be successful. We assume no obligation or liability for a challenge to any Dispute or Disputed Payment and shall be held harmless for any actions taken or not taken in connection therewith. Platform Affiliates, and/or other payment processors and payment acquirers, may deny challenges within their discretion. Where a challenge is entirely or partially successful, except as otherwise provided herein, the Organizer will be credited with the funds associated with the Payment that is the subject of the Dispute (or a portion thereof). You may not submit a new Payment that duplicates a Payment that is subject to a Dispute. If a Disputed Payment is challenged and lost, the Organizer is responsible for immediately paying Cheddar Up the amount of the Disputed Payment plus a Dispute Fee if it has not yet been recovered. You agree to indemnify Us for all costs and reasonable attorneys’ fees incurred by Us that arise in connection with a challenge or Dispute.

9. Refunds

Cheddar Up will provide refunds in accordance with these Terms and Cheddar Up’s Refund Policy available here.

a. Payer Refunds. Organizers may make discretionary refunds to Payers in accordance with Our Refund Policy. In order for the Organizer to refund a Payment to the Payer, the Payment must have cleared, and the Organizer must have a sufficient available balance in the respective Collection to fund the refund. An Organizer will not be able to issue a refund if the Collection does not have an available balance or if initiating a refund would put the Collection balance below the Reserve Amount (if applicable). Subject to Applicable Law and Our ACH Policy, it can take up to 10 business days for refunds to be reflected on a Payer’s bank or credit card statement. We will generally refund Fees to the Payer if the Organizer successfully completes a Payer refund request within 10 days of the original Payment date. Cheddar Up may decline a refund request or delay the execution of a refund if there are not enough funds to cover the refund in the Collection. Cheddar Up reserves the right to refund a Payment if the Organizer violates any Organizer Representation, or as necessary for the prevention of fraud.

b. Subscription Fee Refunds. Unless required by Applicable Law or Our policy, Cheddar Up does not issue refunds of fees for subscription plans; however, subscription plans can be cancelled at any time to prevent future Fees.

10. Withdrawals and Organizer Verification

a. An Organizer may transfer money received for a Collection to an eligible personal bank account via electronic funds transfer (“Withdrawal”) after successful completion of the Organizer Verification process described below. You may only Withdraw fully cleared Payments and You may not make a Withdrawal if You have a negative balance or for funds held as a Reserve Amount. When making a Withdrawal, You must ensure You correctly enter Your bank account information. Except as required by Applicable Law, Cheddar Up is not responsible for Withdrawals lost due to incorrectly entered bank or debit card credentials.

b. In order to receive a Withdrawal, You must first complete the Organizer Verification process through the Platform. As part of the “Organizer Verification” process, We may, in Our discretion: (i) further validate Your identity by reviewing Your identification documents, (ii) review additional identifying/personal information required for identity verification, (iii) review Your account and transaction activity for suspicious or illegal activity, and (iv) confirm that Your use of the Service complies with these Terms of Use and Applicable Law. You consent and agree to provide us the documents and information necessary for Us to perform the Organizer Verification and agree that We may disclose this information to Our Platform Affiliates. As a result of this Organizer Verification process, Cheddar Up may limit Your access to Your funds and/or the Platform until the full Organizer Verification process is completed.

11. Fraud

If Cheddar Up determines that You have solicited or received Payments fraudulently or in violation of the Organizer Representations, Cheddar Up has the right, but not the obligation, to: (i) attempt to recover any collected funds (and associated Disputed Payments and Dispute Fees as described in Section 8 hereof) from any Organizer Collection, connected bank account or debit card, Reserve Amount, or as otherwise permitted under these Terms of Use or Applicable Law, or (ii) refund one or more affected Payers.

12. 501(c)(3) Verified Accounts

Organizers that have received 501(c)(3) status from the IRS may represent to their Payers their status by adding a badge to their Organizer profile and Collection pages. We will index the information provided by the Organizer against publicly available information for verification, but Cheddar Up cannot guarantee that the information provided by the Organizer, or the publicly available sources are accurate or up-to-date, nor can Cheddar Up represent that an Organizer has actually received or maintains 501(c)(3) status. The badge is solely a representation from the Organizer of its status, and Organizers must immediately notify Cheddar Up if the badge is inaccurate. Further, Payers must independently verify the Organizer’s status before taking any action in reliance on the Organizer’s badge, including any tax consequences. Cheddar Up provides no tax advice or other representations that may be relied upon for tax-related decisions.

13. Dormancy

If You do not log into the Platform or otherwise use the Services for 24 or more consecutive months, We may suspend the performance of the Services and freeze any amount in a Collection. We may also, at Our option, (i) refund any Payment, or (ii) initiate a withdrawal to any bank account or debit card You have on file with Cheddar Up. If required by Applicable Law, Our Platform Affiliate may escheat any applicable funds.

14. Termination of Your Service or Use

In addition to Cheddar Up’s other remedies, We may terminate or suspend a Collection and/or Your access to all or part of the Platform or any Services for any reason, including but not limited to Your failure to comply with these Terms of Use, Applicable Law, or for breach of any Organizer Representation.

15. Acceptance of Platform Affiliates’ Service Agreements

a. The following Platform Affiliates’ terms and conditions are incorporated and made part of these Terms of Use, as applicable. Each Platform Affiliate maintains and updates its own respective terms and conditions.

b. Stripe Services

• i. Payment processing services for Organizers and Payers are provided by Platform Affiliate, Stripe Inc. Stripe’s services are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service and all documents, agreements and consents incorporated into it (collectively, the “Stripe Services Agreement”); this specifically includes, but is not limited to, Stripe’s Prohibited and Restricted Businesses.
• ii. By agreeing to these Terms of Use and/or continuing to operate as an Organizer or Payer, You agree to be bound by the Stripe Services Agreement, as they may be modified by Stripe from time to time. In order for us to provide You Our Services and for Stripe to provide the Stripe services, You agree to provide Cheddar Up accurate and complete information about You and Your organization. Further, You authorize Cheddar Up to share information about You and/or any transaction conducted through the Services to Stripe.

c. Unsplash Images

• i. The following terms apply if You utilize images provided through Platform Affiliate, Unsplash, Inc. in Your Collection. Cheddar Up makes certain functionality available to You which facilitates Your ability to add Unsplash images to Your Collection through an integration with Unsplash, (the “Unsplash Integration”).
• ii. Unsplash is not a partner, agent, or representative of Cheddar Up. Cheddar Up does not own or license the Unsplash images and does not make any guarantees, representations or warranties of any kind to You regarding the ownership or content of, or Your rights to use, any Unsplash images.
• iii. When You add an Unsplash image to Your Collection via the Unsplash Integration, You agree to comply with all of Unsplash’s Terms and Conditions, which can be found here, including any restrictions on use contained therein. You are solely responsible for Your use of the Unsplash Integration and Unsplash images and any losses or liabilities associated with that use.
• iv. By uploading an Unsplash image to Your Collection, You acknowledge and consent to certain data about You and Your use of the Unsplash Integration will be disclosed to Unsplash, including, but not limited to, each Unsplash image You view and upload via the Unsplash Integration.

16. Privacy Policy

Your use of the Platform also constitutes Your agreement to Our Privacy Policy. Please review Our Privacy Policy for information on how We collect and use Your personal information.

17. Cheddar Up Ownership

CheddarUp.com and the Cheddar Up mobile apps, including all of the software and code comprising or used to operate such services, are owned and operated by Cheddar Up. Unless otherwise noted, Cheddar Up either owns or has otherwise obtained a license from a third party to use: the design and content of the Platform, including illustrations, images, artwork, graphics, photography, product layout and design, icons, navigational buttons, audio, software, text, data, and other information and materials as well as the assembly and arrangement of those components (the “Site Content”). The Platform, as a whole and in part, is protected by copyright, trademark, and other intellectual property and proprietary rights. All rights are reserved, and Your use of any Service gives You no license or any claim of ownership to any of those rights.

18. No Unauthorized Use of Site Content

You agree not to make unauthorized use of Site Content by publication, re-transmission, distribution, performance, caching, or otherwise, except as permitted by law or as expressly permitted in writing by these Terms of Use or Cheddar Up. Cheddar Up will investigate all unauthorized and other illegal uses of the Platform, and take appropriate legal action as it deems appropriate, including without limitation, the pursuit of all available civil, injunctive, and criminal remedies. Illegal or unauthorized uses of the Platform and Site Content include, without limitation, whether by You or on behalf of a third party:

• a. accessing (or attempting to access) areas or features of the Platform for which you do not have the proper authorization;
• b. using the Platform or Site Content in a manner that violates any national, state, local or international law, rule or regulation;
• c. promoting any criminal or illegal activity or to provide instructional information about illegal activities;
• d. collecting usernames or email addresses of users for the purpose of sending unsolicited email;
• e. the unauthorized framing of or linking to the Platform; and
• f. using the Platform or Site Content in a manner that we determine, in our sole discretion, restricts or inhibits any other user from enjoying the Services.

19. Unacceptable Content

Through the Services and/or Platform, Cheddar Up may facilitate Users’ ability to post content, including text, images, photographs, graphics, comments, reviews, bulletin-board postings, and other User-created and posted materials (“User Content”), to public areas or private portions of Site or Mobile App. All User Content is subject to the restrictions set forth in these Terms of Use. You agree not to post or request any Unacceptable Content. “Unacceptable Content” includes, but is not limited to, User Content that:

• i. is unlawful or is, or is likely to be, a violation of Applicable Law, or governmental policy;
• ii. is discriminatory based on race, sex, religion, nationality, disability, sexual orientation, age, or any other protected basis;
• iii. offers, promotes or involves fraudulent or impermissible goods, services, schemes or promotions, including pyramid schemes, or is otherwise deceptive;
• iv. is libelous, defamatory, knowingly false, or misrepresentative;
• v. seeks to impersonate any person or entity, or falsely states or otherwise misrepresents an affiliation with a person or entity;
• vi. infringes upon the intellectual property rights of any third party, including the copyrights, trademarks, patents, rights of privacy, rights of publicity, or trade secrets of that third party, or is otherwise posted without the express permission of the owner of such rights;
• vii. includes any material that is encrypted or that involves the transmission of spamming, unsolicited mass mailing, “junk mail,” or unauthorized advertising;
• viii. is harmful or malicious to the systems or networks of Cheddar Up or any other persons;
• ix. interferes with, surreptitiously intercepts, or appropriates any system, program, data, or personal information;
• x. violates any obligation of confidentiality or violates the privacy or any other right of any third party;
• xi. requests Collection Data or other information that is private, sensitive, confidential, or is otherwise subject to any privacy or confidentiality obligations;
• xii. consists of any other User Content that Cheddar Up, in its sole discretion, deems to be Unacceptable Content.

20. Monitoring & Enforcement of Terms of Use

Cheddar Up reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND AGREE TO HOLD CHEDDAR UP HARMLESS ALONG WITH ITS AFFILIATES, PLATFORM AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES AS A RESULT OF ITS INVESTIGATIONS OR AN INVESTIGATION BY LAW ENFORCEMENT AUTHORITIES. In addition to any other remedies for a violation of these Terms of Use or Applicable Law, We may:

• a. Remove or refuse to post any User Content for any or no reason in Our sole discretion.
• b. Take any action with respect to any User Content that We deem necessary or appropriate in Our sole discretion, including if We believe that such User Content violates the Terms of Use, is otherwise Unacceptable Content, infringes any intellectual property right or other right of any person or entity, threatens the personal safety or security of users of the Platform or the public, or creates any potential liability for the Cheddar Up.
• c. Disclose Your identity or other information about You to any third party who claims that material posted by You violates their rights, including their intellectual property rights or their right to privacy.
• d. Take appropriate legal action, including but not limited to referral to law enforcement, for any illegal or unauthorized use of the Platform.
• e. Terminate or suspend Your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms of Use. We do not, however, review all User Content that is posted to the Platform and cannot necessarily ensure prompt removal of objectionable material after it has been posted. Accordingly, We assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or non-performance of the activities described in this section.

21. Use of Content Supplied by You

Please see Our Privacy Policy for information regarding use of personal information You provide or communicate to Cheddar Up. By posting User Content or engaging in any other form of communication through Cheddar Up or any aspect of the Platform, including but not limited to Your uploading a photo to the Site or Mobile App, You grant to Cheddar Up, and warrant that You have the right to so grant, a royalty-free, perpetual, non-exclusive, unrestricted, worldwide license to use, copy, transmit, display, publish, adapt, modify, distribute, prepare derivative works, publicly perform, or exploit in any way (collectively “Use”) such User Content or communication and to grant and authorize sublicenses of the foregoing for any purpose, including commercial purposes, and You otherwise waive any rights of privacy or publicity with respect to the User Content. User Content is not endorsed by Cheddar Up. Cheddar Up does not necessarily endorse, support, or agree with the Content posted by users on the Platform. Any User Content placed on the Platform, including advice and opinions, are the views and responsibility of those who post the User Content and do not necessarily represent the views of Cheddar Up, the Platform Affiliates or Our third-party service providers. Cheddar Up may (but undertakes no duty to) review, edit, move, use, or delete any User Content posted on its Site or Mobile App, or otherwise on or through the Platform, in its sole discretion without notice. You agree that Cheddar Up and any third-party service providers are not responsible for, and will have no obligation to compensate You or otherwise be in any way liable to You for any User Content posted to the Site or Mobile App by You or others, or otherwise on or through the Platform, including without limitation Unacceptable Content that violates these Terms of Use.

22. Linking to the Website

You may link to Our Site’s homepage of CheddarUp.com, but only if You do so in a way that is fair and legal and neither damages Our reputation nor takes advantage of it. You must not establish a link in such a way to suggest any form of approval, endorsement, or association by Cheddar Up, unless We have provided Our prior written consent.

23. Third-Party Linkage

Cheddar Up may link to third-party sites and third-party sites may link to CheddarUp.com. You acknowledge that Cheddar Up has not reviewed and does not endorse the content of third-party sites linked to and from CheddarUp.com and is not responsible for the content or actions of these other sites, including any third-party sites that may display Cheddar Up’s logo or branding. Your access to any third-party links available on CheddarUp.com is at Your own risk.

24. Trademark Notice

Cheddar Up and the cheese-block and arrow logo are trademarks of Cheddar Up, Inc. All trade names, trademarks and service marks displayed on this Site are the registered or unregistered trademarks of Cheddar Up, its licensors, or other third parties and are protected by U.S. and international trademark laws and treaties. Other featured words or symbols used to identify the source of third-party merchandise, services, or entities may be the trademarks of their respective owners.

25. Copyright Complaints; DMCA Notice

Cheddar Up respects the intellectual property of others, and its users must do the same. You should only post User Content that You are authorized to use. You should not post User Content that someone else owns the copyright to, such as photographs, music, videos, etc. made by others, without the necessary authorizations. Cheddar Up has a policy of terminating the accounts of users of the Service or Platform who are infringers of copyright, and reserves the right to delete User Content or terminate Your access to the Services at any time for any reason, in Cheddar Up’s sole discretion.

Cheddar Up honors copyright laws, including the Digital Millennium Copyright Act, 17 USC Section 512 (“DMCA”). Anyone who believes that their work has been reproduced or displayed on the Platform in a way that constitutes copyright infringement may notify Cheddar Up’s DMCA copyright agent in accordance with the DMCA by providing the following information:

• a. Identify the copyrighted work that You claim has been infringed;
• b. Identify the material that You claim is infringing and needs to be removed, including information reasonably sufficient to permit Cheddar Up to locate the material, such as, if applicable, the URL of the link(s) shown on the Platform where such material may be found;
• c. Provide information reasonably sufficient to permit us to contact You, including Your email address, mailing address, and telephone number if available;
• d. Include both of the following statements in the body of the Notice, or equivalent language with the same meaning:
  • i. “I hereby state that I have a good faith belief that use of the material or content in the manner complained of is not authorized by the copyright owner, its agents, or the law.”
  • ii. “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
• e. Provide Your name and Your electronic or physical signature, or those of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; and
• f. Deliver the completed notice to Cheddar Up’s DMCA Designated Agent as follows:
  • By Email: [email protected]
  • By Mail: Cheddar Up, Inc. Attn: Cheddar Up DMCA Agent 2696 S. Colorado Blvd., Unit 270 Denver, CO 80222 Phone: +1 (855) 524-3332

You acknowledge that if you fail to provide Cheddar Up with the information listed above, your DMCA notice may not be valid. Please note that under Section 512(f) of the US Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing and may be subject to liability.

26. Security

We have implemented technical and organizational measures designed to secure Your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, We cannot guarantee that unauthorized third parties will never be able to defeat those measures or use Your personal information for improper purposes. Unfortunately, no data that is transmitted over the Internet or stored on servers that can be accessed via the Internet can be guaranteed to be absolutely secure. You provide Your personal information at Your own risk. You are responsible for safeguarding Your password and for restricting access to Cheddar Up’s services from Your compatible mobile devices and computer(s) and for utilizing available security features We provide including two-factor authentication. You assume the risk when You do not activate, configure or properly utilize all available security features, or when You share Credentials or otherwise take steps to defeat, avoid or impair any security feature of the Platform. You will immediately notify us of any unauthorized use of Your password or Cheddar Up Account or any other breach of security. In the event of any dispute between two or more parties as to account ownership, We will be the sole arbiter of such dispute in Our sole discretion. Our decision (which may include termination or suspension of any Cheddar Up Account subject to dispute) will be final and binding on all parties. In the event of a breach of the confidentiality or security of Your personal information, We will notify You as necessary so You can take appropriate protective steps. We may notify You under such circumstances using the email address You provided to us when You registered with Cheddar Up.

27. Compliance with Laws

In connection with Your obligations under these Terms of Use, and Your use of the Services Platform, You agree to comply with all applicable state, federal and local laws, rules and regulations (“Applicable Law”). You agree not to use the Services to sell or purchase illegal goods or services, seek payment for other than what is rightfully owed, or otherwise to participate in any activity that violates Applicable Law. Cheddar Up is not a debt collector or engaged in debt collection activities. The Services may not be used for debt collection activities as defined by Applicable Law, including, but not limited to, state or federal fair debt collection practices laws or regulations. Cheddar Up makes no representation that the Site Content, the Platform, the Services, or products offered through the Platform are appropriate, available, or legal in any particular location. Those who choose to access the Platform, the Site Content, the Services, and any products and information offered through the Platform do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

28. Disclaimer of Warranties

YOUR USE OF THE PLATFORM, THE SERVICES, AND THE PRODUCTS AND SERVICES OF ANY PLATFORM AFFILIATES OR THIRD-PARTY PROVIDERS IS “AS IS” AND AT YOUR OWN RISK. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, CHEDDAR UP, ITS AFFILIATES, PLATFORM AFFILIATES, AND ANY THIRD-PARTY PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AND RELIABILITY. CHEDDAR UP AND ITS PLATFORM AFFILIATES AND THIRD-PARTY SERVICE PROVIDERS DO NOT WARRANT THAT ACCESS TO THE PLATFORM OR ANY SERVICES WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS, OR LOSS OR SECURITY BREACH OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES, WORMS, TROJAN HORSES, SPYWARE, ADWARE, PHISHING, OR OTHER MALICIOUS SOFTWARE (MALWARE) WILL BE TRANSMITTED THROUGH ACCESS TO OR USE OF THE PLATFORM OR ANY SERVICES.

29. Limitations of Liability

UNLESS AND TO THE EXTENT PROHIBITED BY APPLICABLE LAW, REGARDLESS OF THE NATURE OF THE CLAIM OR CAUSE OF ACTION (INCLUDING NEGLIGENCE) AND REGARDLESS OF FORESEEABILITY OR CAUSE OF DAMAGES, CHEDDAR UP, THE PLATFORM AFFILIATES AND ANY THIRD-PARTY SERVICE PROVIDERS ARE NOT LIABLE TO YOU OR ANY THIRD PARTIES FOR:

• a. ANY ACTUAL AND DIRECT DAMAGES THAT EXCEED THE LESSER OF $100 OR THE TOTAL AMOUNT OF FEES WE RECEIVED FROM THE USER’S COLLECTION(S) IN THE PRIOR 12 MONTHS
• b. ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS OR SALES) ARISING OUT OF OR IN CONNECTION WITH: (I) THE PLATFORM (INCLUDING ANY INSTRUMENTALITIES USED TO PROVIDE ANY OF THE SERVICES), (II) ANY OF THE SERVICES, OR (III) THESE TERMS OF USE.
• c. YOUR INABILITY TO ACCESS THE PLATFORM, AND/OR ANY GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE PLATFORM OR OUR SOFTWARE OR SYSTEMS
• d. ANY VIRUSES, WORMS, TROJAN HORSES, SPYWARE OR OTHER MALICIOUS SOFTWARE OBTAINED BY OR THROUGH THE PLATFORM (INCLUDING ANY NETWORKS AND SERVERS USED TO PROVIDE THE SERVICES) OR ANY WEBSITE OR SERVICE LINKED THROUGH OUR SITE OR MOBILE APP;
• e. ANY SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ABILITY TO USE THE SERVICES OR PLATFORM; AND
• f. YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR (INCLUDING YOUR INABILITY TO DO BUSINESS) AS A RESULT OF CHANGES TO THESE TERMS OF USE OR OUR POLICIES.

30. Indemnification

You agree to defend, indemnify, and hold harmless Cheddar Up, the Platform Affiliates, as well as Our affiliates, licensors and service providers, and each of their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to Your negligence, wilful misconduct, or fraud or Your violation of these Terms of Use or Your use of the Platform or the Services, whether as a Payer or an Organizer, including but not limited to, Your User Content. Under no circumstances will Cheddar Up be responsible for any damage, loss or injury resulting from hacking, tampering, or other unauthorized access or use of the Services or the use of Your Credentials, or the information contained therein.

31. Entire Agreement

These Terms of Use, the Privacy Policy, the Arbitration Agreement, the ESign Consent, the ACH terms and any other document incorporated herein constitute the entire agreement between You and Cheddar Up regarding Your use of and access to the Platform and the Services and supersede all prior agreements or understandings, whether oral or written, relating to that subject matter.

32. Release

YOU HEREBY AGREE TO RELEASE CHEDDAR UP AND ANY THIRD-PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, MEMBERS, SHAREHOLDERS, OFFICERS, EMPLOYEES, AND AGENTS FROM ALL CLAIMS, DEMANDS AND DAMAGES (ANY ACTUAL, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR FOR ANY LOST PROFITS OR REVENUES) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED (“CLAIMS”), ARISING OUT OF OR IN ANYWAY CONNECTED WITH YOUR USE OF THE PLATFORM OR ANY SERVICES.

Nothing in these Terms of Use will affect any statutory rights to which you may be entitled as a consumer to the extent your ability to alter or waive such rights by contract is limited by applicable law. Specifically, you acknowledge that you may have or may in the future have claims against us which you do not know or suspect to exist in your favor when you agreed to these Terms of Use and which if known, might materially affect your consent to these Terms of Use. You expressly waive all rights you may have under Section 1542 of the California Civil Code, which states:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH 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 RELEASING PARTY.

33. Jurisdiction; Governing Law

You agree that, except to the extent inconsistent with or pre-empted by federal law, the laws of the State of Delaware, without regard to principles of conflict of laws, will govern the Terms of Use and any claim or dispute that has arisen or may arise between You and Cheddar Up.

34. Cheddar Up is for Use in the United States

The Platform is hosted in the United States and is intended only for users located in the United States. If You are a non-U.S. User of the Platform, by visiting Our website, using Our Services, or providing us with any User Content, You agree to comply with all federal and state U.S. laws governing the site, its Services, online conduct, and acceptable Content. You further agree to comply with all Applicable Laws regarding the transmission of data exported from the United States or the country in which You reside.

35. Eligibility to Use the Platform

The Platform and the Services are not intended for users under the age of 18. To register for any Services offered by Cheddar Up, You must be 18 years of age or older. If You are a minor under the age of 18, You may only use the Platform in conjunction with Your parents or guardians. Cheddar Up does not knowingly collect personally identifiable information from Users under the age of 18.

36. Notices & Communications Between You and Us

We may communicate with You electronically as described in Cheddar Up E-Sign Consent. If You provide us Your mobile phone number, You agree that We may contact You at that number using auto-dialed or prerecorded message calls or text messages to provide Service-related messages. You will be considered to have received a communication from us, if it’s delivered electronically, 24 hours after the time We post it to Our website or email it to You. You will be considered to have received a communication from us, if it’s delivered by mail, 3 Business Days after We send it. Written notices to Cheddar Up must be sent by postal mail to: Cheddar Up, 2696 S. Colorado Blvd., Unit 270, Denver, CO 80222.

Cheddar Up E-Sign Consent

In connection with the Services, We and/or our Platform Affiliates may need to provide You with certain communications, notices, agreements, billing statements, or disclosures in writing (“Communications”). Your agreement to this E-sign Consent confirms Your ability and consent to receive Communications electronically from Cheddar Up, the Platform Affiliates, and Our third-party service providers and to the use of electronic signatures in Our relationship with You (“Consent”). If You choose not to agree to this Consent or You withdraw Your consent, You will not be eligible to use Services.

1) Consent to Electronic Delivery of Communications and Use of Electronic Signatures

By agreeing to this Consent, You agree We may provide all Communications to You electronically by email, by text message, or by making them accessible to You by or through the Site or Mobile App rather than in paper form. You also consent to the use of electronic signatures for You to agree to any terms, conditions and/or Agreement with Us. These Communications include, but are not limited to:

• a) Agreements and policies required for, or related to the Services, including those of Our Platform Affiliates,
• b) Payment authorizations and transaction receipts, notices or confirmations,
• c) User or account statements or histories,
• d) Service or legal notices and disclosures and
• e) all federal and state tax statements and documents.

2) System Requirements

To access and retain the electronic Communications, You will need the following:

• a) A computer or mobile device with Internet or mobile connectivity.
• b) For desktop website-based Communications:
  • i) Recent web browser that includes 256-bit encryption;
  • ii) The browser must have javascript, cookies, and browser storage enabled. Use of browser extensions may impair full website functionality; and
  • iii) Minimum recommended browser standards are the most recent versions of Mozilla Firefox (see http://www.mozilla.com for latest version), Apple Safari (see http://www.apple.com/safari for latest version), or Google Chrome (see http://www.google.com/chrome for latest version).
• c) For application-based Communications:
  • i) A recent device operating system that supports text messaging, downloading, and applications from the Apple App Store or Google Play store; and
  • ii) The most recent versions of Apple Safari or Google Chrome on iOS or Google Chrome for Android OS.
• d) Access to the email address used for Registration.
• e) Sufficient local and session storage space to save Communications and/or a printer to print them.

3) Paper Delivery of Communications

You have the right to receive Communications in paper form. To request a paper copy of any Communication at no charge, please write to us at Our Notice Address requesting such Communication within 90 days of the date of the Disclosure, specifying in detail the Communication You would like to receive.

4) Withdrawal of Consent to Electronic Communications

You may withdraw Your consent to receive electronic Communications at any time, by sending Us a letter specifically withdrawing Your consent to the Notice Address. However, withdrawal of Your consent to receive electronic Communications will result in termination of Your access to Services. Any withdrawal of Your consent will be effective after a reasonable period of time for Us to process Your request.

5) Updating Your Email Address

You may change Your email address Yourself through the Services on the Site or Mobile App. Please note that if You use a spam filter that blocks or re-routes emails from senders not listed in Your email address book, You must add Us to Your email address book so that You will be able to receive the Communications We send to You. It is Your responsibility to keep Your primary email address up to date so that Cheddar Up can communicate with You electronically. You understand and agree that if Cheddar Up sends You an electronic Communication but You do not receive it because Your primary email address on file is incorrect, out of date, blocked by Your service provider, or You are otherwise unable to receive electronic Communications, Cheddar Up will be deemed to have provided the Communication to You.

Disputes

1) Informal Dispute Resolution Process. Before filing a claim or initiating any form of legal proceeding against us, including arbitration, you agree to try to resolve the dispute informally by contacting us at [email protected]. You must provide your full name, an email address and telephone number at which we can reach you, as well as a detailed description of the dispute. We’ll try to resolve the dispute informally by contacting you. If a dispute is not resolved within 60 days of submission, you or we may proceed with filing a formal claim. Any claim or proceeding initiated prior to the end of the 60 day period is subject to dismissal.

2) Agreement To Arbitrate Unresolved Disputes. You and Cheddar Up agree that any past, present, or future dispute that has arisen or may arise between us relating in any way to your use of or access to the website, the Services, any breach, enforcement, or termination of these Terms of Use, or otherwise relating to Cheddar Up in any way (collectively, “Covered Matters”) will be resolved in accordance with the provisions set forth herein:

• a) ARBITRATION. These Terms of Use and each of its parts evidence a transaction involving interstate commerce, and the Federal Arbitration Act applies in all cases, governs the interpretation and enforcement of the arbitration rules and arbitration proceedings and, to the maximum extent possible under applicable law, shall preempt application of state laws regarding arbitration, including without limitation, provisions of the California Arbitration Act governing the payment, or shifting, of fees or costs of arbitration. Any Covered Matter must be asserted individually in binding arbitration administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in accordance with JAMS Streamlined Arbitration Rules and Procedures (including, without limitation, utilizing desk, phone or video conference proceedings where appropriate and permitted to mitigate costs of travel). If you qualify as a consumer as defined in the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness, those minimum standards will prevail over any inconsistent terms herein. The arbitrator shall not conduct any form of class or representative arbitration, however, in the event that ten or more claims in arbitration are initiated which assert the same or similar factual allegations or present the same or similar legal issues, we may request that the claims be consolidated for resolution consistent with Rule 6 of the Streamlined Rules, and in such instance you agree to consolidation of your claim with the claims of other claimants for resolution. In such a consolidated proceeding, a single arbitrator shall be appointed to resolve all consolidated claims, who shall resolve common issues of law and fact and apply such rulings consistently to each consolidated claim. In the event that JAMS declines to utilize the consolidation procedures described herein, or such procedures are deemed unenforceable by a court of law, Cheddar Up may elect to have multiple claims resolved in accordance with JAMS Mass Arbitration Procedures and Guidelines.
• b) DELEGATION TO ARBITRATOR. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of these Terms of Use, including, any claim that all or any part of these Terms of Use are void or voidable or a particular claim is subject to arbitration. These Terms of Use shall not, however, preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
• c) AWARD. For matters where the relief sought is over $5,000, the arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section as to the types and the amounts of damages for which a party may be held liable. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law, and, as to consolidated claims, shall resolve common issues of law and fact and apply such rulings consistently to each consolidated claim. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.
• d) EXCEPTIONS. There are two exceptions to these Terms of Use to arbitrate:
  • i) If either party reasonably believes that the other party has in any manner violated or threatened to infringe the intellectual property rights of the other party, the party whose rights have been violated may seek injunctive or other appropriate interim relief in any court of competent jurisdiction.
  • ii) No party shall be precluded from seeking remedies in small claims court for disputes or claims within the scope of its jurisdiction (including amounts) and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.
• e) WAIVER OF CLASS OR REPRESENTATIVE ACTION. By agreeing to these Terms of Use, you hereby irrevocably waive any right you may have to a court trial (other than small claims court or intellectual property disputes, as provided above) or to serve as a representative of a class, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit, arbitration or other proceeding filed against us and/or related third parties.
• f) OPT-OUT. You may choose to reject this agreement to arbitrate disputes (“opt-out”) within 30 days after you first access the Services or we provide notice of a material amendment to this dispute resolution provision. To opt-out of arbitration, you must notify us of your intent to opt-out of arbitration by mailing your opt-out notice to 2696 S. Colorado Blvd., Unit 270, Denver, CO 80222 (please note that any correspondence not related to opting out sent to this address will not receive a reply). This procedure is the only way you can opt out of the agreement to arbitrate. If you opt out of the agreement to arbitrate, all other parts of these Terms of Use and this Arbitration Agreement section will continue to apply to you. Opting out of this agreement to arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

Last Updated: February 28, 2025