1. JIM Visa Prepaid Cardholder Agreement
This JIM Visa Prepaid Cardholder Agreement (this “Agreement”) represents an agreement between you and Patriot Bank N.A. (“Patriot Bank, N.A.” or “Issuer”), member FDIC, and outlines the terms and conditions governing the JIM.com Card Program (the “Program”). This Agreement supplements but does not replace the JIM.com General Terms of Service and any additional service-specific terms you may have signed with JIM.com. In the event of an inconsistency between this Agreement and the JIM.com General Terms of Service, this Agreement shall govern and control your JIM.com Card Account, use of the Card and your relationship with the Bank.
“You and “your” mean the person or persons who have received the Card and are authorized to use the Card as provided for in this Agreement. “We”, “us”, and “our” mean the Issuer, our successors, affiliates, or assignees.
CloudWalk Inc. (“JIM.com”, “JIM”) is the entity managing the Card program “Program Manager” to provide you with access to a prepaid payment card under the JIM.com Card Program (“JIM Visa Prepaid Card”). The following terms (this “JIM Visa Prepaid Cardholder Agreement”) apply to you if you use the JIM Visa Prepaid Card.
For the avoidance of doubt, the JIM Visa Prepaid Cardholder Agreement is between you and Patriot Bank N.A., not CloudWalk Inc., and in the event of any inconsistency between this JIM Visa Prepaid Cardholder Agreement and the JIM.com General Terms of Service, the JIM Visa Prepaid Cardholder Agreement shall govern your use of the JIM Visa Prepaid Card and your relationship with Patriot Bank N.A.
2. Definitions
“Card” means the JIM Visa Prepaid Card issued by Patriot Bank N.A. and used in connection with your JIM.com Card Account. Card will be a virtual card embossed with a 16-digit number, and must be added to a mobile wallet on a compatible device. By accepting and using the Card, you agree to be bound by the terms and conditions contained in this Agreement. “JIM.com Card Account” means the records maintained by Patriot Bank N.A. for each Card to evidence transactions initiated with the Card. “JIM.com Account” means the “JIM.com Account” as defined in the JIM.com General Terms of Service. “JIM.com General Terms of Service” means the terms of service for your use of JIM.com’s Services, including but not limited to, the Program, all located at https://www.jim.com/behind-the-curtain. Capitalized terms used and not defined herein shall have the meanings assigned to them in the JIM.com General Terms of Service. Please read this Agreement carefully and keep it for future reference.
3. IMPORTANT INFORMATION ABOUT OPENING AN ACCOUNT.
TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY, AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR YOUR NAME, DATE OF BIRTH, AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU. WE MAY ALSO ASK TO SEE YOUR DRIVER’S LICENSE OR OTHER IDENTIFYING DOCUMENTS. WE MAY ALSO ASK ACCOUNT OWNER TO PROVIDE YOUR SOCIAL SECURITY NUMBER.
4. Electronic Disclosures and Communications.
a) Your Consent. To the extent permitted by applicable law, you consent to use electronic signatures and to electronically receive all records, notices, communications, agreements and policies, payment authorizations, transaction receipts or confirmations, account statements and history, federal and state tax statements and documents, and other items for all services provided to you under this Agreement and in connection with your relationship with us (collectively, “Communications”) that we may otherwise be required to send or provide you in paper form (e.g., by mail), as defined under JIM.com e-sign consent, available at https://www.jim.com/behind-the-curtain/e-sign. By accepting and agreeing to this Agreement electronically, you represent that: (1) you have read and understand JIM.com’s e-sign consent to use electronic signatures and to receive Communications electronically; (2) you satisfy the minimum hardware and software requirements specified below; and (3) your consent will remain in effect until you withdraw your consent as specified below.
4.1. Method of Providing Communications to You in Electronic Form. JIM.com may provide all Communications electronically by (1) email, (2) text message, or (3) within JIM.com websites or applications.
4.2. Withdrawal of Consent to Electronic Communications. You may withdraw your consent to receive electronic Communications at any time, by writing or emailing us at CloudWalk, Inc., 440 N. Wolfe Road Sunnyvale, CA 94085 or legal@jim.com. Withdrawing consent to receive electronic communications may impact your ability to use or result in termination of your access to the Services. Your withdrawal becomes effective after a reasonable processing period, and JIM.com will confirm your withdrawal of consent and its effective date in writing. Note that this does not apply retroactively to electronic communications sent before the effective date of your withdrawal.
4.3. Federal Law. You acknowledge and agree that your consent to electronic Communications is being provided in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signature in Global and National Commerce Act, and that you and JIM.com both intend to the Act apply to the fullest extent possible to validate our ability to conduct business with you by electronic means.
5. Updating Contact Information
To receive electronic communications effectively, you must keep us informed of any changes in your email address and mobile device number. Update your contact details in your JIM.com Account. We'll send communications exclusively to the latest contact information you have provided. Any communication sent to the address we have in our records shall be deemed effective unless you have notified us of a change. We are not responsible for non-receipt of emails or for any delays. If others have access to your email account, you are responsible for the release of any Account Information to them.
6. Copies of Communications
You should print and save and/or electronically store a copy of all Communications that we send to you electronically. You have the right to receive Communications in paper form. To request a paper copy of any Communication, please write to CloudWalk, Inc., 440 N. Wolfe Road Sunnyvale, CA 94085 or email legal@jim.com (“JIM.com Address”) within one-hundred eighty (180) days of the date of the disclosure, specifying in detail the Communication you would like to receive. For the avoidance of doubt, requesting a paper copy of any Communication, in and of itself, will not be treated as withdrawal of consent to receive electronic Communications. We may charge you a service charge for the delivery of paper copies of certain Communications provided to you electronically pursuant to this authorization. See the fee schedule in your Agreement for details about this service charge.
7. Hardware and Software Requirements
In order to access, view and retain Communications provided to you electronically, you must have:
a) A mobile device with Internet or mobile connectivity;
b) A recent device operating system that supports text messaging, email, downloading, and applications from the Apple App Store;
c) The most recent versions of Apple Safari or Google Chrome on iOS;
d) Active email address used to create your JIM.com Account (If you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add [no-reply@jim.com] to your email address book );
e) JIM.com iOS mobile application;
f) Operating system that can support these functions and software, and that has sufficient storage space for you to save Communications for later reference or an installed printer to print the Communications;
g) Software capable of opening and viewing PDF documents, such as Adobe Acrobat Reader;
h) Software capable of opening and viewing Excel documents, such as Microsoft Excel or a compatible spreadsheet program.
8. Changes
We reserve the right, in our sole discretion, to communicate with you in paper form. In addition, we reserve the right, in our sole discretion, to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which we provide electronic Communications. We will provide you with notice of any such termination or change as required by law.
9. Participating in the Program
In order to participate in the Program, you must:
(a) have previously agreed to the JIM.com General Terms of Service located at https://www.jim.com/behind-the-curtain/tos, and to the JIM.com Privacy Policy located at https://www.jim.com/behind-the-curtain/privacy-agreements;
(b) register with JIM.com on the JIM.com Website, or JIM.com’s mobile application for the Program (collectively the “App”);
(c) accept and agree to this Agreement, to each and any Privacy Notice(s) and applicable Privacy Policy(ies),
(d) be a U.S. citizen (or a legal resident with a U.S. tax ID number) of at least 18 years of age (or older if residing in a state where the majority age is older); and
(e) provide JIM.com, which may provide us, with all requested personal and business information, such as your name, date of birth, email address, social security number, and such other personal or business information as we may request from time to time (collectively, “User Information”). You represent and warrant that all information, including User Information, you provide us from time to time is truthful, accurate, current, and complete. You agree to promptly notify us of changes to any User Information. If we approve your registration for a JIM.com Card Account, we will issue you a Card.
10. Card
The Card is issued by Patriot Bank N.A.. The Card is not a gift card or gift certificate. The Card is not a credit card. The Card is a prepaid debit card. The Card is to be used solely for business purpose and, therefore, is not extended consumer protections, including Regulation E protections. The Card is not for resale and may not be transferred or assigned. The Card is not connected in any way to any other account with us. The Card is non-transferable, and it may be canceled or revoked at any time without prior notice subject to applicable law. We may refuse to process any transaction that we believe may violate the terms of this Agreement.
11. JIM.com Card Account
You acknowledge and agree that the value available in your JIM.com Card Account is limited to the funds available in your JIM.com Account. The funds associated with your JIM.com Card Account are not insured by the Federal Deposit Insurance Corporation. You will not receive any interest on the funds in your JIM.com Card Account. In addition, you acknowledge and agree that the JIM.com Card Account is meant to be used solely for business purposes and, therefore, will not be extended consumer protections, including Regulation E.
12. Card Activation
Before using your Card, you must activate it following JIM.com's instructions to be provided with your Card. By activating your Card, you represent and warranty that you are aware and in compliance with:
a) Program eligibility criteria (Section 9);
b) JIM.com Card Account terms (Section 11); and that you have received or in any other way accessed and agree to comply with JIM.com’s General Terms of Service, this Agreement and any applicable Privacy Notice(s) and Privacy Policy(ies).
13. Fees
Neither we nor JIM.com will charge you any fees for you to obtain or use your Card. Third party fees may apply for participating in the Program.
14. Card Security
Treat your Card information as confidential. Store your Card number securely and avoid sharing it. Ensure that your Card number is encrypted when you use it online transactions or over wireless networks. If you suspect that someone has gained unauthorized access to your Card information, report it immediately.
15. Lost or Stolen Card Number
The JIM.com Card Account is a commercial card account and does not provide consumer protections, including Regulation E protections, for lost or stolen Cards or unauthorized transactions. Until you report a Card as lost or stolen or report an unauthorized transaction on a JIM.com Card Account, you are fully responsible for all transactions, even if the Card is lost, stolen or used for unauthorized transactions. Contact Customer Service immediately if you believe:
a) your Card or Card number has been lost or stolen, or;
b) someone has used or may use your JIM.com Card Account without your permission. You will be required to provide personal and business information which may include your Card number, full name, transaction history and other relevant information.
16. Authorized Users
You are liable for all authorized transactions and fees incurred by use of your Card and JIM.com Card Account, including by any person you authorize to use your Card and JIM.com Card Account. It’s your responsibility to ensure that each Authorized User meets the requirements specified in Section 9 and is in compliance with:
a) Patriot Bank N.A.’s Privacy Policy;
b) any Privacy Notice(s) in place;
c) to the terms of this Agreement. You're responsible for their use of the Card according to this Agreement.
17. Using Your Card
Your Card can be used for business purchases at merchants accepting Visa debit cards, subject to your JIM.com Account's available funds, transaction limits and any other conditions stated in this Agreement. Each time you use your Card, you authorize us to deduct the value available in your JIM.com Card Account by the amount of the transaction and any applicable fees. You may not use your Card for online gambling or any illegal activities. We may refuse to process any transaction in violation of this Agreement, and suspend your account if we have reason to believe it’s being used for unusual or suspicious transactions.
17.1. Merchant Holds. Certain merchants (e.g., hotels, gas stations) may place a hold on your account funds when the final purchase amount is uncertain. We may hold these funds inaccessible until the merchant informs us of the final transaction amount and the transaction is concluded, which may take up to seven days.
17.2. Transaction Liability. You are liable for all transactions made with your Card, including those exceeding your account balance. Promptly report any unauthorized transactions
18. Adding Funds to Your JIM.com Card Account
Subject to the limitations set forth in this Agreement, the only funds available for funding your JIM.com Card Account are the funds in your JIM.com Account. You acknowledge and agree that by registering for the Program you authorized JIM.com to transfer all of the funds available in your JIM.com Account to your JIM.com Card Account as provided in this paragraph until you withdraw from participating in the Program. Funds in your JIM.com Card Account cannot be withdrawn or transferred to any other account, including but not limited to, bank accounts, digital wallets, or other payment methods. When the Card is used for a transaction at a merchant, an authorization request will be transmitted to us from a merchant. We will communicate with JIM.com to determine if you have sufficient funds in your JIM.com Account available to fulfill the transaction authorization request. If JIM.com notifies us that funds are available for the transaction and the transaction itself is authorized, the funds will be transferred from your JIM.com Account to your JIM.com Card Account. The funds will then be debited from your JIM.com Card Account for the amount of the transaction. If JIM.com notifies us that there are not sufficient funds available for the amount of the purchase or the transaction itself is not authorized, then no funds will be added to the JIM.com Card Account and the transaction will be declined. Any withdrawal of your participation in the Program will be effective only after we have a reasonable period of time to process your withdrawal. The value available in the JIM.com Card Account is limited to the funds that have been transferred from your JIM.com Account to the JIM.com Card Account. You may not add funds to your JIM.com Card Account by any other method, including credit cards, debit cards, bank accounts, cash or by sending personal checks, cashier’s checks, retailer load networks (e.g. GreenDot, MoneyGram, Western Union, etc.), or money orders to Patriot Bank N.A.. Patriot Bank N.A. will return all checks and money orders unless your JIM.com Card Account has a negative balance, in which case Patriot Bank N.A. may, in its sole discretion, apply the proceeds of the check or money order towards the negative balance of your JIM.com Card Account.
19. Transaction Limits
These are the maximum amounts that can be spent using your Card.
Maximum spend per transaction: $2,500
Maximum spend per day: $2,500
Maximum spend per week: $10,000
Maximum spend per month: $25,000
In order to protect your JIM.com Card Account, we may temporarily impose limits on the dollar amount, number, and type of transactions performed using your Card and your JIM.com Card Account. To the extent permitted by applicable law, we reserve the right to:
a) change the transaction limits;
b) limit, block, or place a hold on certain types of transfers or transactions: and
c) limit, suspend, or block transfers from particular persons, entities, or JIM.com Card Accounts.
20. JIM.com Card Account Balance
You are responsible for keeping track of your JIM.com Account available balance for adding funds to your JIM.com Card Account and your Card. If you do not have sufficient available funds to cover the transaction amount, the transaction will be declined. You acknowledge and agree that the funds available to perform transactions are limited to the funds that have been added to your JIM.com Card Account from your JIM.com Account that are not subject to a hold. You are not authorized to use funds added to your JIM.com Card Account in error. Any transaction that could create a negative balance for your JIM.com Card Account is not permitted. Adjustments may be made to your JIM.com Card Account to reverse an error, reflect a merchant adjustment, or resolve a dispute regarding a transaction posted to your JIM.com Card Account. These processing and adjustment entries could cause your JIM.com Card Account to have a negative balance. If your JIM.com Card Account has a negative balance, you agree: (a) that we may automatically apply any subsequent transfers to your JIM.com Card Account to satisfy the negative balance and (b) to pay us on demand by a personal check, money order, or other payment method authorized by us for the amount of the negative balance. If no future funds are added to your JIM.com Card Account, we may send you a notice explaining the reason for the adjustment and requesting payment by a personal check, money order, or other payment method to satisfy the negative balance. Payments should be mailed to us at the address stated in the applicable notice.
21. Transaction History
You may obtain information about the available funds in your JIM.com Card Account and history of your JIM.com Card Account transactions on your JIM.com Account. You will not receive paper statements for your JIM.com Card Account.
22. Preauthorized Transfer
No preauthorized transfers will be allowed.
23. Foreign Currency Transactions
If you make a purchase in any foreign currency, the amount will be converted to U.S. dollars by Visa using the applicable exchange rates. The rate used will be selected by Visa from rates available in wholesale currency markets on the processing date, which may differ from the rate Visa itself receives or the government-mandated rate. Exchange rates can vary between the transaction date and processing date.
24. Receipts
You should request and obtain a receipt for each Card transaction. You agree to retain, verify, and reconcile your Card transactions and receipts.
25. Refunds and Disputes
You will not receive cash refunds for Card transactions. If a merchant gives you a credit for merchandise returns or adjustments, the merchant may do so by processing a credit adjustment. After we process a credit adjustment we will notify JIM.com that the amount of credit is available to be returned to your JIM.com Account. We are not responsible for the delivery, quality, safety, legality, or any other aspects of goods or services that you purchase with your Card. All such disputes must be addressed and handled directly with the merchant from whom those goods or services were purchased.
26. Expiration
The expiration date of your Card is identified on the Card. A new Card may be issued upon expiration if your JIM.com Card Account is in good standing. If you need to replace your Card for any reason, please contact Customer Service. You will need to provide certain User Information so we can verify your identity.
27. Our Liability to You
If we do not add balance to your JIM.com Card Account on time or in the correct amount according to this Agreement, we may be liable for your losses or damages. However, there are some exceptions. We will not be liable if:
a) through no fault of ours, you do not have enough available funds in your JIM.com Card Account to perform the transaction;
b) circumstances beyond our control (such as fire, flood, water damage, power failure, strike, labor dispute, computer breakdown, telephone line disruption, or natural disaster) prevent or delay the transfer despite reasonable precautions taken by us;
c) the system, was not working properly, and you knew about the problem when you initiated the transaction; (d) the funds in your JIM.com Card Account are subject to legal process or are otherwise not available for transactions;
e) the merchant refuses to accept your Card;
f) if access to your Card has been blocked after you reported your Card lost or stolen;
g) if we have reason to believe the transaction is unauthorized;
h) the transaction cannot be completed because your Card is damaged; or (i) any other exception stated in this Agreement.
28. Your Liability for Unauthorized Transactions
It’s your responsibility to report immediately if you believe your Card has been lost or stolen or you believe a transaction has been made without your permission using information from your Card or JIM.com Card Account, or you could lose all the money in your JIM.com Card Account.
29. Unclaimed Property
If your JIM.com Card Account becomes inactive (e.g., if you do not use the funds in your JIM.com Card Account or access your JIM.com Card Account for a certain period of time), applicable law may require us to report the funds in your JIM.com Card Account as unclaimed property. If this occurs, we may try to locate you using the information in our records. If we are unable to locate you, we may be required to deliver any funds in your JIM.com Card Account to the applicable state as unclaimed property. The specified period of time to report and send funds in an inactive JIM.com Card Account to a state varies by state, but usually ranges between two and five years.
30. Severability and Waiver
If any provision of this Agreement is held to be invalid or unenforceable, such provision will be deemed to be modified to the minimum extent necessary to make it valid and enforceable and the rest of this Agreement will not be affected. We do not waive our rights by delaying or failing to exercise them at any time.
31. Amendment
We may add to, delete, or amend this Agreement at any time in our sole discretion without providing notice to you, subject to applicable law. We reserve the right, subject to applicable law, to deliver to you any notice of changes to existing terms or the addition of new terms by posting an updated version of this Agreement on the Website or delivering notice of changes to you electronically.
32. Entire Agreement
This Agreement constitutes the entire and sole agreement between you and us with respect to the Program and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Program.
33. Cancellation and Suspension
To the extent permitted by applicable law, we may cancel or suspend your Card or your JIM.com Card Account, immediately, for any reason, and without notice to you. You may cancel your Card, your JIM.com Card Account, or this Agreement at any time by notifying Customer Service. In the event that your JIM.com Card Account is cancelled, closed, or terminated for any reason, you may request the unused balance to be returned to you via a check to a mailing address provided by you. Patriot Bank N.A. reserves the right to refuse to return the unused balance if it is less than $1.00.
34. Business Days
Our business days are Monday through Friday, excluding federal holidays.
35. Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of Connecticut, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
36. Indemnification
At our request, you agree to defend, indemnify, and hold harmless us and our parents, subsidiaries, and other affiliated companies, and our and their employees, contractors, officers, and directors against any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees) that arise from your violation of this Agreement, applicable law, or any third-party rights or your fraud or willful misconduct. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defenses.
37. Notification of Changes
If your email address or telephone number changes, you must notify us immediately. Failure to do so may result in information regarding the Card or JIM.com Card Account being delivered to the wrong person or your transactions being declined. In such event, we shall not be responsible for any resulting misuse of funds available in the JIM.com Card Account. You must notify us immediately in the event of the insolvency, receivership, conservatorship, bankruptcy, reorganization or change in Principal Owners. Your JIM.com Card Account may be terminated by us in the event a change of control, reorganization, restructuring, conversion, consolidation, division or merger of Principal Owner.
38. LIMITATION OF LIABILITY
Except as otherwise expressly provided in this Agreement or as otherwise required by applicable law, we, our affiliates, and the parties with whom we contract in order to offer the Cards, the JIM.com Card Accounts, and related services are neither responsible nor liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating in any way to the Cards, the JIM.com Card Accounts, any products or services purchased using JIM.com Card Accounts, or this Agreement (as well as any related or prior agreement that you may have had with us).
39. Dispute Resolution and Arbitration
Except as described in Section 39.1, you agree that every dispute arising in connection with these Terms, the Service, or communications from us (each, a “Dispute”) will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND JIM.COM ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
39.1. Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
39.2. Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (or, if deemed by the AAA to be applicable, the Consumer Arbitration Rules) (the “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling AAA at +1-800-778-7879 or by contacting JIM.com.
39.3. Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Patriot Bank N.A. may commence an arbitration proceeding. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
39.4. Arbitration Proceedings. Any arbitration hearing will take place in New York City, New York, or if the AAA determines that the Consumer Arbitration Rules apply, then the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), either party may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Patriot Bank N.A. must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
39.5. Arbitration Relief. Except as provided in Section 39.6, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Patriot Bank N.A. before an arbitrator was selected, Patriot Bank N.A. will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$2,500. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
39.6. No Class Actions. YOU AND PATRIOT BANK, N.A. AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Patriot Bank N.A. agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
39.7. Modifications to this Arbitration Provision. If Patriot Bank N.A. makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Patriot Bank N.A.’s address, in which case your JIM.com Account will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.
39.8. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 39) within 30 days after the date that you agree to these Terms by sending a letter to Patriot Bank N.A. c/o CloudWalk 440 N. Wolfe Road Sunnyvale, CA 94085 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Patriot Bank N.A. receives your Opt-Out Notice, this Section 39 will be void and any action arising out of these Terms will be resolved as set forth in Section 35. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
39.9. Enforceability. If Section 39.6 or the entirety of this Section 39 is found to be unenforceable, then the entirety of this Section 39 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 35 will govern any action arising out of or related to these Terms.
40. JURY TRIAL WAIVER
YOU AND WE ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT BUT MAY BE WAIVED IN CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED BY LAW, YOU AND WE KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT. THIS JURY TRIAL WAIVER WILL NOT AFFECT OR BE INTERPRETED AS MODIFYING IN ANY FASHION THE ARBITRATION CLAUSE SET FORTH IN THE FOLLOWING SECTION, WHICH CONTAINS ITS OWN JURY TRIAL WAIVER.