Patch Terms of Service for Carbon Credit Offset Program

Last Updated: April 2025

Welcome to our website, www.patch.io (the “Site”), which is operated by Patch Technologies, Inc. (“Patch,” “Company,” “we,” “us,” “our”). Patch’s online platform (the “Platform”) allows you to source, compare, curate and purchase [and manage] Credits from Credit Providers. References to “you” throughout these Terms are a reference to the corporate entity that becomes a customer or user of the Patch Services by virtue of agreeing to these Terms of Service (“Terms”).

Access to the Services.

Binding Contract

These Terms govern your access to and use of Patch’s Services and form a binding contract between you and Patch. Please read these Terms and our Privacy Policy (https://www.patch.io/privacy) carefully because they govern your use of and interaction with our Site, the Platform, Services, and our communications with you. To make these Terms easier to read, we use the word “Services” here to collectively describe and encompass our Site, Platform, software, products, services, and our communications with you.

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Accepting the Terms

If you, as an individual employee or representative of your company, are consenting to these Terms on behalf of your employer or any other entity, you agree that you have full legal authority to bind your employer or such entity to these Terms, and you agree to these Terms on behalf of your employer or such entity. By clicking on the “Agree” (or similar button or checkbox) that is presented to you at the time of accessing the Platform, you confirm you are bound by these Terms. If you do not wish to be bound by these Terms, do not click “Agree” (or similar button or checkbox) or use or access the Platform or the Services.

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Account Creation

You have been invited to create a Patch account and to participate in a Carbon Credit Offset Program (the “Program”). As part of the registration or account creation process, you will create login credentials (“Patch User ID”) by selecting a password and providing an email address or by linking another account. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Patch User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. Your company can have multiple users under the same account, each with Patch User IDs.

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Access Requirements

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. Patch does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. We may restrict access to some parts of the Platform, or other Services. Patch will not be liable for any outages to the Site or other Services that may occur, for whatever reason.
You may use the Services only if you are 18 years or older (or the legal age of majority in your jurisdiction), capable of forming a binding contract, and are not barred from using the Services under applicable law. If you want to use certain features of the Services, you’ll have to register for an account. It’s important that you provide us with accurate, complete, and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You are responsible for all activities that occur under your Account.

Changes to Terms and Services. Our Services are evolving, and we reserve the right to update or modify Patch’s offerings and the features and functionality of the Platform, and to update the Terms from time to time to reflect changes to our Services or to comply with applicable law. If we modify these Terms, we will provide advanced notice to you before any modifications or changes to these Terms. If you continue to use the Services after the effective date of any updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, your only remedy is to cease using our Services by giving notice to us, then you are prohibited from using the Services. We may, at our sole discretion, change or discontinue all or any part of the Services, at any time and without notice.‍
Data Retention. You acknowledge that Patch may establish general practices and limits concerning use of the Services, including the maximum period of time that your data will be retained by the Services. You agree that Patch has no responsibility or liability for the deletion or failure to store any data provided to Patch or uploaded to the Platform. You further acknowledge that Patch reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

The Services

About the Services

Patch’s Services allow you to source, compare, curate, purchase and manage carbon credits, negative emissions, renewable energy credits, carbon removal credits, and similar assets quantified, issued and tracked in the form of a unit representing one tonne of carbon dioxide equivalent (“CO2e”) avoided, reduced, or removed (“Credits”) from third-party negative emissions and carbon offset developers or registries (“Credit Providers”) who have verified the activities or actions leading to the generation of a Credit with a recognized Registry Standard (a “Project”). Patch hosts a Platform for sourcing and comparing Projects and facilitates Credit transactions and will provide you with the appropriate evidence of your purchase and retirement via the Platform.

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Credit Selection; Sourcing Credits

Patch’s Platform displays a curated selection of Projects chosen for your consideration for purchase. The Platform contains information and data provided by the Credit Provider or other third parties, as well as analysis and summary material provided by Patch.

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Purchase and Sale

When you identify Projects on the Platform from which you intend to purchase Credits (a “Proposal”), you can contact Patch’s team to facilitate that transaction. The specific terms of any such transaction will depend on factors including, but not limited to, the type of Credit transaction, the selected Project, the volume of Credits, and the Credit Provider. Please note that any purchase of Credits will require a separate written agreement or contract to be signed by you, which will govern the terms and conditions of the transaction (any such agreement is referred to herein as an “Order”). Orders will be in addition to these Terms and will outline the specific obligations and responsibilities related to the purchase of the Credits. Transactions are not guaranteed and are subject to the mutual agreement of both you, Patch and in many cases, the Credit Provider. The completion of any Order is contingent upon the parties’ acceptance of additional purchase and sale terms and conditions. Patch provides the Platform for these transactions but does not guarantee the availability, pricing, or execution of any sale. Each party acknowledges and agrees that the finalization of any transaction is solely at the discretion of you and the Credit Provider, and Patch is not liable for any failure to reach an agreement.

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Managing your Credits

After you purchase Credits through the Services and an Order is created, the Platform displays information about your fulfilled and pending Orders. Following any purchase of Credits, and upon your written request, Patch will provide such information as is necessary for you to comply with any mandatory disclosure obligations under California Assembly Bill 1305 (Voluntary Carbon Markets Disclosures Act) or the Corporate Sustainability Reporting Directive (CSRD).

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Credit Provider Information

You acknowledge and agree that the availability of any given Project or Credit within the Patch Services is not an endorsement, recommendation, or sponsorship of such Credit Provider, Project or Credit by Patch. You also acknowledge and agree that it is not possible for Patch to verify the accuracy or completeness of all of the information that it obtains from or about Credit Providers. Patch shall have no liability to you, for any actual, financial, emotional, monetary, or reputational harms, in such cases of Credit Provider error, misrepresentation, omission, negligence, misconduct, or failure to fulfill their obligations to you or to Patch.

Representations and Warranties

Your Warranties

By using the Services, you agree, represent, and warrant that:

You will comply with all laws, rules and regulations applicable to you and your use of the Services.
You are eligible to use the Services.
You will only use the Services for lawful purposes, using only authorized means; you will not use the Services for sending or storing any unlawful material or communications or for deceptive or fraudulent purposes.
You will not use the Services other than for their intended use as outlined in these Terms, including but not limited to competing with Patch Services.
You will not create or compile, directly or indirectly, any collection, compilation, or other directory from the Content displayed through the Services except for use consistent with these Terms.
You will only use the Services for your own use and will not resell the Services to a third party.
You will not conduct any systematic retrieval of data or other data or Content from the Services, and you will not copy any Content displayed through the Services for republication in any format or media without Patch’s prior written consent.

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Prohibited Use of the Services

You represent, warrant, and agree that you will not use the Services in a manner that:

Infringes or violates the intellectual property rights or any other rights of anyone else (including Patch or any Credit Provider),
Violates any law or regulation, including any applicable export control laws,
Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable,
Jeopardizes the security of your Patch account or anyone else’s,
Attempts, in any manner, to obtain the password, account, or other security information from any other user,
Violates the security of any computer network, or cracks any passwords or security encryption codes,
Runs maillist, listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure),
“Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means),
Copies or stores any significant portion of the Content, or
Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
A violation of any of the foregoing is grounds for immediate termination of your right to use or access the Services.

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Patch's Warranties

Patch represents and warrants that Patch:

Maintains all licenses, registrations, memberships or authorizations in each relevant jurisdiction necessary to provide the Services.
Complies with all applicable local, state, and federal laws, rules and regulations in every material respect in providing the Services.

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Disintermediation Policy and Fees

You acknowledge that Patch uses substantial labor and effort to provide the Services to you, specifically in sourcing and hosting the Projects, curating information and Content provided by Credit Providers, and facilitating transactions between you and Credit Providers for the purchase of Credits. You agree that during your use of the Services, you will not circumvent or attempt to circumvent Patch, by soliciting the sale of Credits from any Credit Provider identified to you on the Platform, without Patch’s prior written consent. Should you breach your representations and warranties in this section, you shall pay Patch a penalty fee equal to $60,000 USD for every transaction you enter into with a Credit Provider outside of the Services without Patch’s written consent.

Disclaimers

General Disclaimers

THE SERVICES, INCLUDING WITHOUT LIMITATION THE PROJECTS AND CREDITS IDENTIFIED FOR POTENTIAL USE BY YOU, THE PROGRAM, AND EMISSIONS ESTIMATES, ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND FROM PATCH (UNLESS, WITH RESPECT TO SUCH OTHERS ONLY, PROVIDED EXPRESSLY AND UNAMBIGUOUSLY IN WRITING BY A DESIGNATED THIRD PARTY FOR A SPECIFIC PRODUCT). IF YOU CHOOSE TO PURCHASE ANY OF THE CREDITS IN THIS PROGRAM, YOU ACKNOWLEDGE AND AGREE THAT PATCH DOES NOT INSPECT OR ENDORSE ANY SUCH CREDITS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PATCH MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO THE SERVICES, THE CREDITS OR THE OPERATION OF THE PROJECTS THAT GENERATE THE CREDITS, INCLUDING ANY WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR ABILITY OF A PURCHASER TO APPLY THE CREDITS TO ANY PARTICULAR CARBON OFFSET MANDATE, RENEWABLE PORTFOLIO STANDARD, OR SIMILAR REGULATORY SCHEME. PATCH MAKES NO WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT BE APPLICABLE TO YOU.

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Reliance on Information Posted

The information presented throughout the Site and Services, including the Content, is made available for general information purposes only. Patch does not warrant the accuracy, completeness, or usefulness of the information. Any reliance you place on such information is at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by anyone using the Site or the Services. Patch also makes no representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services.

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Third Party Sites and Resources

The Services may contain references or links to third-party websites or resources. We provide these references and links only as a convenience and are not responsible for the content, products, or services on or available from those third-party websites or resources or links displayed on such websites. Patch has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service accessed by you from your use of the Services or our Site.

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Intellectual Property

Ownership and License Grant

You expressly acknowledge and agree that, as between you and Patch, Patch owns all worldwide right, and interest in and to the Services, including all worldwide intellectual property rights therein. Subject to your compliance with this agreement (including, without limitation, payment of the applicable costs and fees), Patch hereby grants you a nonexclusive and perpetual license to use the Patch Services only for your own company’s use. Unless otherwise stated in these Terms, you do not have a right to transfer, sublicense, or otherwise distribute the Services to any third party. Except as expressly authorized in this agreement, you may not copy or modify the Services, in whole or in part. You acknowledge that the Services constitute and contain trade secrets of Patch and its licensors, and, in order to protect such trade secrets and other interests that Patch may have in the Services, you agree not to disassemble, decompile or reverse engineer the Services nor permit any third party to do so, except to the extent such restrictions are prohibited by law. Your rights in the Services will be limited to those expressly granted in these Terms. Patch reserves all rights and licenses in and to the Services not expressly granted to you under these Terms.

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General Intellectual Property Compliance

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, without the prior consent of the owner of that Content or in a way that violates someone else’s (including Patch’s) rights.

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Open Source

The Services may contain or be provided together with open source software. Each item of open source software is subject to its own license terms. If required by any license for particular open source software, Patch makes such open source software, and Patch’s modifications to that open source software (if any), available by written request to info@patch.io. Copyrights to the open source software are held by the respective copyright holders indicated therein.

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Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at info@patch.io. You hereby grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, sub-licensable (through multiple tiers), fully-paid, royalty-free license to use, copy, modify, create derivative works based upon, and otherwise exploit for any purpose any Feedback you provide us, however provided.

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Termination

Termination for Convenience

You’re free to stop using the Services at any time, provided that your cessation of using the Services does not terminate, void or in any way nullify or relieve you of any obligations pursuant to any outstanding Orders, including payment obligations. Please refer to our Privacy Policy to understand how we treat information you provide to us after you have stopped using our Services.

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Termination for Breach

Patch reserves the right to terminate or suspend access to your use of the Services or your account upon your breach of these Terms. Patch has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

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Result of Termination

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to deactivate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important Content you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Patch. If you have deactivated your account by mistake, contact us immediately at info@patch.io.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL PATCH (OR ITS LICENSORS OR SUPPLY PARTNERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) $10,000, (C) ANY ACTS, OMISSIONS, OR FAILURES OF A SUPPLY PARTNER, OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. YOU ACKNOWLEDGE AND AGREE THAT THE PURCHASE AND/OR RETIREMENT OF CREDITS (i.e. Credits) ENTAILS INHERENT RISKS, ESPECIALLY RELATED TO THE ESTIMATION AND REALIZATION OF THE ACTUAL CLIMATE IMPACT CAUSED BY THE UNDERLYING PROJECT(S), AND THAT PATCH SHALL HAVE NO LIABILITY TO YOU WHATSOEVER IN CONNECTION WITH THE ACTUAL CLIMATE IMPACT ACHIEVED BY THE PROJECTS UNDERLYING THOSE CREDITS OR VALUE OF ANY CREDITS.

Indemnity

To the fullest extent allowed by applicable law, You agree to indemnify and hold Patch, its affiliates, officers, agents, employees, and Supply Partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account or claims by your customers arising from their use of the Services through your products) other than claims by a regulator concerning Patch’s compliance with applicable regulations, (b) your violation of these Terms or of any applicable law. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Regulatory Matters

Restricted Persons and Entities

You represent and warrant that neither you, nor your organization (if applicable), nor any subsidiaries, nor any officers, directors or employees, nor any agents or other third-party representatives acting on behalf of you or your organization’s subsidiaries or affiliates, is currently, or has ever been subject to U.S. or other applicable sanctions or trade control restrictions, including those imposed by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) (collectively, “Restricted Persons"). Restricted Persons include, but are not limited to: (i) persons on the List of Specially Designated Nationals or other applicable sanctions or export control lists; (ii) persons organized, resident, or located in an Embargoed Country (presently including Cuba, Iran, North Korea, Syria and the Crimea region, the Donetsk People’s Republic (“DNR”) and Luhansk People’s Republic (“LNR”) of Ukraine); (iii) persons otherwise subject to blocking or asset freeze sanctions; and (iv) persons ultimately owned, 50 percent or more, directly or indirectly or otherwise controlled by the foregoing. In connection with the Agreement, you shall comply with all applicable economic sanctions, export control, and anti-corruption laws, rules, and regulations, including, but not limited to, the U.S. Export Administration Regulations, the regulations administered by the Office of Foreign Assets Control, and the U.S. Foreign Corrupt Practices Act.

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Special Note for International Use; Export Control

You are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Services and the transmission of applicable data, if any, is subject to United States export controls. No software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. Patch makes no representation that the Services are appropriate or available for use in your jurisdiction. If you choose to access the Site or Platform, you do so on your own initiative and are responsible for compliance with any applicable local, state, and federal laws, rules and regulations.

General Terms

Marketing and Publicity

Any content or copy that you make public to promote, market, or describe the Credits, Project, Patch or Credit Provider must either have been provided to you by Patch, by the relevant Credit Provider, or otherwise approved by either.

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Assignment

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Patch’s prior written consent.

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Dispute Resolution by Binding Arbitration

Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Patch, whether arising out of or relating to these Terms (including any alleged breach thereof, as well as any dispute related to this Arbitration Agreement), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. You agree that, by entering into these Terms, you and Patch are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

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‍Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND PATCH AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND PATCH AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, 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), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

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Pre-Arbitration Dispute Resolution. Patch is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at info@patch.io. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Patch should be sent to Patch Technologies, Inc., 250 Oak Street, San Francisco, California, 94102, Attn: Legal (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Patch and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Patch may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Patch or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Patch is entitled.

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Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for commercial disputes can be found at the AAA’s commercial arbitration page, https://www.adr.org/commercial. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Patch and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Patch agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

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Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.

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Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

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Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.

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Future Changes to Arbitration Agreement. Notwithstanding any provision in these Terms to the contrary, Patch agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Patch written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

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Governing Law and Venue

Except as otherwise provided in the Arbitration section, these Terms will be governed by the laws of the State of California, without regard to its conflict of laws provisions. With respect to any disputes or claims not subject to arbitration, you hereby agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within the Northern District of California.

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Survival

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, disclaimers, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

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Non-waiver and Enforceability

The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. Except as otherwise stated herein, if any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable, except as otherwise provided in the Arbitration provision.

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Complete Agreement

You and Patch agree that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. These Terms constitute the complete and exclusive understanding between the parties regarding the Services and the use of the Platform.

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Relationship

You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venturer of Patch, and you do not have any authority of any kind to bind Patch in any respect whatsoever.

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Third Party Beneficiaries

Other than any Credit Providers which shall be third-party beneficiaries with respect to the sections entitled Limitation of Liability and Indemnification, you and Patch agree there are no third party beneficiaries intended under these Terms.