Terms of Service

IMPORTANT, PLEASE READ:

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED HEREIN BY REFERENCE.

1. Introduction

Welcome to Mesa. These Terms of Service, along with any other documents referenced herein as applicable to your use of the products and services , features, technologies, and/or functionalities offered by Mesa Financial, Inc. ("Mesa") on its website or in a mobile application (collectively, the "Platform"), or through any other means (collectively, the "Services") are a contract between you and Mesa, that establishes rules that control your use of the Services.

You must be 18 years of age, in the United States, and have a U.S. bank account to use the Services. Your use of the Services remains subject to the Mesa privacy policy as updated from time to time (the "Mesa Privacy Policy") and any other agreements between you and Mesa that apply to your use of the Services. These Terms of Service are provided to you in electronic format pursuant to the Consent to Receive Electronic Disclosures that you accepted and agreed to when you opened your Account on the Platform ("Account").

"You" and "your" means the person who is authorized to use the Services as provided in these Terms of Service. "We," "us," and "our" mean Mesa, and our successors, affiliates, assignees, and third-party service providers.

If there is a conflict between these Terms of Service and any other document or statement made to you concerning the Services, these Terms of Service will govern. If there is a conflict between these Terms of Service and any other document or statement made to you concerning any other service or product, the separate terms, and conditions applicable to that service or product will govern.

As set forth below, any claim, dispute, or controversy of whatever nature arising out of or relating to this agreement will be resolved by final and binding arbitration in accordance with the "Dispute Resolution" provision contained in this agreement. This agreement also includes a waiver of class action and your right to a jury trial. Please read the "Dispute Resolution" section carefully as it affects your legal rights and may be enforced by us. By entering into this agreement, you expressly acknowledge that you have read and understand all of the terms of this agreement and have taken time to consider the consequences of this important decision.

You agree to comply with all of the terms and conditions in these Terms of Service. In addition, when using certain Services, you will be subject to any additional terms applicable to such Services that may be posted on the Platform. Continued use of the Services means your ongoing agreement to these Terms of Service. By continuing to use the Services, you further agree to pay fees due and outstanding associated with the Services. You are responsible for the accuracy and completeness of all information supplied to us.

These Terms of Service may be amended or changed at any time by posting the amended documents on the Platform, and any such amendment will be effective upon such posting. The current Terms of Service are available at joinmesa.com. Reasonable notice in writing or by any method permitted by law will be provided if there is an adverse change to these Terms of Service. However, if a change is made for security purposes, such change can be implemented without prior notice. When these Terms of Service are changed, the updated version supersedes all prior versions and will govern the Services. Your continued maintenance or use of the Services after the change will be deemed acceptance of any change and you will be bound by it. If you do not agree with a change, you may cease use of the Services. Your termination of these Terms of Service does not affect any of our rights or your obligations arising under these Terms of Service prior to such termination.

Your privacy is very important to us. All services offered by Mesa, including the Platform, are subject to Mesa's Privacy Policy. By using the Service, you consent to our collection and use of personal data as outlined therein. Please carefully review Mesa's Privacy Policy for more information.

2. Access to the Service

1. Services Description:

   Mesa is a payments technology company that offers businesses payment services as well as invoice financing services.

2. Eligibility:

   You must be an individual of at least 18 years of age who resides in the United States or one of its territories to use the Service. Use of certain Services may have further eligibility requirements that will need to be verified prior to you using such Services or from time to time in order to continue your use of the Services. Certain features of the Services may be limited depending on the state in which you reside, the date on which you created your Account or other factors.

3. Your Registration Obligations:

   You are required to register on the Platform in order to access and use certain features of the Service. Your acceptance of the Consent to Receive Electronic Disclosures (E-sign Disclosure and Consent) is required to create an Account. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself, and your business as prompted by the Service's registration form. If any of this information changes, it is your obligation to provide updated information as soon as possible. You are responsible for providing Mesa with a correct and operational email address. You must notify Mesa of any change to your email or postal mailing address, or if you are unable to access Account information through our Platform. Mesa will not be liable for any adverse effects as a result of undelivered mail or email or your inability to access Account information through the Platform due to a failure to promptly notify us of a change to your email or postal mailing address. Mesa is not responsible for any costs you incur to maintain internet access or an email account. From time to time, we may also require you to provide further information as a condition for continued use of the Services. We reserve the right to maintain your Account registration information after you close your Account for business and regulatory compliance purposes. You may register for only one Account. If you open additional Accounts, we reserve the right to immediately close such additional Accounts.

4. Important Information About Procedures for Opening a New 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, address, 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.

5. Member Account, Password and Security:

   You are responsible for maintaining the confidentiality of your password and Account, if any, and are fully responsible for any and all activities that occur in connection with your password or Account. You agree to (a) immediately notify us of any unauthorized use of your password or Account or any other breach of security, and (b) ensure that you exit from your Account at the end of each session when accessing the Service. We will not be liable for any loss or damage arising from your failure to comply with this Section.

3. Modifications to Service

We reserve the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

4. Use and Storage

You acknowledge that we may establish general practices and limits concerning use of the Service, including, without limitation, the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on our servers on your behalf. You agree that we have no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that we reserve the right to terminate Accounts that are inactive for an extended period of time, and that we may require any balances in those Accounts to be transferred to another provider. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

5. Mobile Services

Some of the Services are available via a mobile device, including (a) the ability to upload content to the Service via a mobile device, and (b) the ability to browse the Service and the site from a mobile device (collectively, the "Mobile Services"). To the extent you access the Service via a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. You authorize your wireless operator to disclose your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber and device details, if available, to us and our Service providers for the duration of the business relationship, solely for identity verification and fraud avoidance.

6. Consent to Receive Communications

To provide you with the best possible service in our ongoing business relationship, we may need to contact you about your Account or the Services from time to time by text messaging, push notifications and/or email. However, we must first obtain your consent to contact you about your Account or the Services because we must comply with the consumer protection provisions in the federal Telephone Consumer Protection Act of 1991 (TCPA), CAN-SPAM Act, and their related federal regulations and orders issued by the Federal Communications Commission (FCC).

Your consent is limited to your Account and the Services, and as authorized by applicable law and regulations. Your consent does not authorize us to contact you for telemarketing purposes (unless you otherwise agreed elsewhere). You certify, warrant, and represent that the telephone numbers that you have provided to us are your contact numbers. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us. You agree to promptly alert us whenever you stop using a particular telephone number.

With the above understandings, you authorize us to contact you regarding your Account and/or the Services until you terminate your Account using any telephone numbers or email addresses that you have previously provided to us or that you may subsequently provide to us. You understand that you are not required to provide consent to marketing SMS messages as a condition to accessing our Services or products. You may withdraw your consent to SMS communications by replying STOP to the SMS message, or by contacting us at support@joinmesa.com.

You are responsible for any and all charges, including fees associated with text messaging, imposed by your communications service provider. You also agree to receive alerts about your Account activity, balances, payments, suspicious activities, and other matters involving your use of the Platform or the Services through push notifications to your smartphone or other device. Receipt of push notifications may be delayed or prevented by factors beyond our control, including those affecting your internet/phone provider. We are not liable for losses or damages arising from non-delivery, delayed delivery, or the erroneous delivery of any push notification; inaccurate push notification content; or your use or reliance on the content of any push notification for any purposes. Each push notification may not be encrypted and may include your name and information pertaining to your Account or use of the Platform. We may terminate your use of push notifications at any time without notice. You may choose to discontinue receiving push notifications by updating your preferences on your smartphone or device.

This consent is regardless of whether the number we use to contact you is assigned to a landline, a paging service, a cellular wireless service, a specialized mobile radio service, other radio common carrier service or any other service for which you may be charged for the call. You further authorize us to contact you through the use of voice, voicemail, and text messaging, including the use of pre-recorded or artificial voice messages and an automated dialing device. If necessary, you may change or remove any of the telephone numbers or email addresses at any time using any reasonable means to notify us. To revoke the consent provided pursuant to this subsection, you must send 10 days' prior written notice of such revocation to support@joinmesa.com.

By accepting these Terms of Service, you expressly consent to be contacted by us or our affiliates at any telephone number, e-mail address, mailing address, Account with us, or physical or electronic address you provide or at which you may be reached. You agree we, our affiliates, agents, or service providers may contact you in any way, including by e-mail, SMS messages (including text messages) and calls using prerecorded messages or artificial voice at any phone number you have provided to us, including any mobile phone number, as well as any address in our records or in public or nonpublic databases. You understand that you are not required to provide consent to marketing SMS messages as a condition to accessing our Services or products. You may withdraw your consent to SMS communications by replying STOP to the SMS message, or by contacting us at support@joinmesa.com. You agree that we and our agents, representatives, affiliates, or anyone calling on our behalf may contact you on a recorded or monitored line and that any incoming calls may also be recorded and monitored.

We may monitor or record phone calls for security reasons, to maintain a record, and to ensure that you receive courteous and efficient service. You consent in advance to any such recording. We need not remind you of our recording before each phone conversation. We are not required to act upon instructions you give us by voice mail or on a telephone answering machine.

7. Conditions of Use

1. Account Suspension & Closure:

   We may, in our sole and absolute discretion, without liability to you or any third party, refuse to let you open an Account, suspend your Account, or terminate your Account or your use of one or more of the Services. Such actions may be taken as a result of Account inactivity, failure to respond to customer support requests, failure to positively identify you, or your violation of these Terms of Service. If you have a balance remaining in an Account which has been suspended or closed, you will be able to recover such funds, unless prohibited by law or a court order or where we have determined that such funds were obtained fraudulently. We have full discretion as to the means by which you will receive such funds following our decision to return such funds. We reserve the right to require you to provide further identifying information before processing such withdrawal or transfer requests and to delay or prohibit such withdrawal or transfer if we believe fraudulent or illegal activity has occurred. If you are unable to login to your Account, you will need to contact us a support@joinmesa.com to process such withdrawal. You may terminate this agreement at any time by closing your Account and discontinuing use of the Services. Upon termination of this agreement and your Account, you remain liable for all transactions made while your Account was open.

2. User Conduct:

   You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, or other materials ("content") that you upload, post, publish or display (hereinafter, "upload") or email or otherwise use via the Service. The following are examples of the kind of content and/or use that is illegal or that we prohibit. You agree to not use the Service to:

• violate (or assist any other party in violating) any applicable law, statute, ordinance, or regulation;
• intentionally try to defraud (or assist in the defrauding of) Mesa or other Mesa users;
• provide false, inaccurate, or misleading information;
• take any action that interferes with, intercepts, or expropriates any system, data, or information;
• partake in any transaction involving the proceeds of illegal activity;
• transmit or upload any virus, worm, or other malicious software or program;
• attempt to gain unauthorized access to other Accounts, the Platform, or any related networks or systems;
• use the Services on behalf of any third party or otherwise act as an intermediary between Mesa and any third parties;
• collect any user information from other Mesa users, including, without limitation, email addresses;
• defame, harass, or violate the privacy or intellectual property rights of Mesa or any other Mesa users; or
• upload, display or transmit any messages, photos, videos, or other media that contain illegal goods, pornographic, violent, obscene, or copyrighted images or materials for use as an avatar, in connection with a payment or payment request, or otherwise.

3. Fees:

   To the extent the Service or any portion thereof is made available for any fee, you will be required to select a form of payment and provide information to us regarding your form of payment. You represent and warrant to us that such information is true, correct, and accurate, and that you are authorized to use the payment instrument. You will promptly update your Account information with any changes (for example, a change in your billing address) that may occur. We reserve the right to change our prices and any applicable waivers at any time. If we do change our prices, we will provide notice of the change on the Platform or in an email to you, at our option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You are responsible for paying any tax, legal or financial advisors, all taxes associated with the Services other than U.S. taxes based on our net income and any fees charged by third parties for you to access or use the Services.

4. Special Notice for International Use; Export Controls:

   Software (defined below) available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns to online conduct and acceptable content.

5. Commercial Use:

   Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

6. Illegal Transactions and Internet Gambling:

   You must not use our Services or your Account for any illegal purpose, for internet gambling or to fund any account that is set up to facilitate internet gambling. We may deny transactions or authorizations from merchants or other sources that are apparently engaged in or are identified as engaged in the internet gambling business.

8. Third Parties

1. Third-Party Account Information:

   To use the Services, you may direct Mesa to retrieve your transaction history, balance information, and/or other information maintained by third parties with which you have relationships, maintain accounts, or engage in financial transactions ("Third-Party Account Information"). Mesa works with one or more third-party service providers to access this Third-Party Account Information. We will use this information to provide you with the Services you request, for our own internal business purposes and to offer you other Mesa products and services that may be of interest to you. By using the Services, you authorize Mesa to access this information maintained by such third parties, on your behalf as your agent, and you expressly authorize such third parties to disclose your information to us. Mesa may, but is not required to, review the Third-Party Account Information for accuracy, legality, or non-infringement, and Mesa is not responsible for your Third-Party Account Information or products and services offered by or on third-party sites. You acknowledge that any Third-Party Account Information that is displayed through the Services will correspond to the information provided by third parties, and that this information may not reflect pending transactions or other recent activity.

2. Dwolla Terms.

   You expressly authorize Mesa's service provider, Dwolla, Inc. to originate credit transfers to your financial institution account. You authorize us to collect and share with Dwolla your personal information including full name, email address and financial information, and you are responsible for the accuracy and completeness of that data. Dwolla's Privacy Policy is available here.

3. Third Party Material:

   Under no circumstances will we be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that we do not pre-screen content, but that Mesa and our designees will have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, we and our designees will have the right to remove any content that violates these Terms of Service or that we deem, in our sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

4. Third-Party Websites:

   The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. We have no control over such sites and resources and are not responsible for and do not endorse such sites and resources. You further acknowledge and agree that we will not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods, or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that we are not liable for any loss or claim that you may have against any such third party.

5. Third-Party Information:

   Mesa makes no representation as to the completeness or accuracy of the information provided by any third party on the Mesa Platform. Mesa does not endorse or represent the reliability or accuracy of any content or information distributed through or accessed from the Mesa Platform and has not performed any investigation into such information. By using the Mesa Platform, each Investor acknowledges and agrees that Mesa does not provide any representation, warranty, or assurance of any kind with respect to the nature, quality, validity, or legality of any information posted to the Mesa Platform or offering of securities by any Issuer. Mesa shall have no liability for any investment decisions made based upon such information. Any reliance upon any content or information distributed through or accessed from the Mesa Platform is at the User's sole risk.

6. Third-Party Errors:

   Mesa is not responsible for errors made by third parties when onboarding, offboarding, or otherwise interacting with Mesa Services.

9. Intellectual Property Rights

1. Service Content, Software and Trademarks:

   You acknowledge and agree that the Service may contain content or features ("Service Content") that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by us, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by us from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of Mesa, and our partners (the "Software"). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Mesa. The Mesa name and logos are trademarks and service marks of Mesa (collectively, the "Mesa Trademarks"). Other Mesa product, and Service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Mesa. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Mesa Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of the Mesa Trademarks will inure to our exclusive benefit.

2. User Content:

   With respect to the content or other materials you upload through the Service or share with other users or recipients (collectively, "User Content"), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content, you hereby grant and will grant to us and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Service or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the Service ("Submissions"), provided by you to us are non-confidential and we will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You acknowledge and agree that we may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Mesa, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

3. Copyright Complaints:

   We respect the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify us of your infringement claim in accordance with the procedure set forth below. We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Mesa's Copyright Agent at info@mesalabs.com (Subject line: "DMCA Takedown Request"). You may also contact us by mail at: 1905 15th St. #338, Boulder, CO 80306.

4. Copyright Notices:

   To be effective, the notification must be in writing and contain the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• a description of the copyrighted work or other intellectual property that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

5. Counter-Notice:

   If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:

• your physical or electronic signature;
• identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
• your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, we will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

6. Repeat Infringer Policy:

   In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers. We may also in our sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

10. Indemnity and Release

You agree to release, indemnify and hold Mesa, and its officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or insurers harmless for any losses, damages, suits and expenses, including reasonable attorneys' fees, that we may incur, without regard to the merit or lack thereof, arising out of, or related in any way to (1) the matters set forth herein; (2) our taking any action or not taking any action that we are entitled to take pursuant to these Terms of Service and applicable law; (3) any action or omission by you in violation of these Terms of Service or applicable law; or (4) our action or inaction in reliance upon oral, written or electronic instructions or information from you. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

11. Disclaimer Of Warranties

Your use of the service is at your sole risk. The service is provided on an "as is" and "as available" basis. Mesa expressly disclaims all warranties of any kind, whether express, implied, or statutory, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Mesa makes no warranty that (i) the service will meet your requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, or (iv) the quality of any products, services, information, or other material obtained by you through the service will meet your expectations.

12. Limitation Of Liability

You expressly understand and agree that Mesa will not be liable for any indirect, incidental, special, consequential, exemplary damages, or damages for loss of profits, including, but not limited to, damages for loss of goodwill, use, data, or other intangible losses (even if Mesa has been advised of the possibility of such damages), whether based on contract, tort, negligence, strict liability, or otherwise, resulting from: (i) the use or the inability to use the service; (ii) unauthorized access to or alteration of your transmissions or data; (iii) statements or conduct of any third party on the service; or (iv) any other matter relating to the service. In no event will Mesa's total liability to you for all damages, losses, or causes of action exceed the amount you have paid Mesa in the last six (6) months, or, if greater, one hundred dollars ($100). Some jurisdictions do not allow the disclaimer or exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations set forth above may not apply to you or be enforceable with respect to you. If you are dissatisfied with any portion of the service or with these terms of service, your sole and exclusive remedy is to discontinue use of the service. If you are a user from New Jersey, the foregoing sections titled "Disclaimer of Warranties" and "Limitation of Liability" are intended to be only as broad as is permitted under the laws of the state of New Jersey. If any portion of these sections is held to be invalid under the laws of the state of New Jersey, the invalidity of such portion will not affect the validity of the remaining portions of the applicable sections.

13. Dispute Resolution By Binding Arbitration Please Read This Section Carefully As It Affects Your Rights.

This Dispute Resolution provision (this "Dispute Resolution Provision") sets forth the circumstances and procedures under which Claims (as defined below) will be arbitrated instead of litigated in court upon the election of either party. Neither you nor we will have the right to: (1) have a court or a jury decide the dispute; (2) engage in information-gathering (discovery) to the same extent as in court; (3) participate in a class action in court or in class arbitration; or (4) join or consolidate a claim with claims of any other persons. Arbitration procedures are simpler and more limited than rules applicable in court. The decision of the arbitrator is final and binding.

As used in this Dispute Resolution Provision, the term "Claim" means any claim, dispute, or controversy between you and Mesa, or any of its agents or retailers, arising from or relating to these Terms of Service or the Services as well as any related or prior agreement that you may have had with us, including the validity, enforceability or scope of this Dispute Resolution Provision or the Terms of Service. "Claim" includes claims of every kind and nature, including, but not limited to, initial claims, counterclaims, crossclaims and third-party claims and claims based upon contract, tort, fraud and other intentional torts, statutes, regulations, common law, and equity. The term "Claim" is to be given the broadest possible meaning that will be enforced. We will not elect to use arbitration under the Dispute Resolution Provision for any Claim that you properly file and pursue in a small claims court of your state or municipality so long as the Claim is individual and pending only in that court; any appeals from that court will be pursued only in arbitration. As used in this Dispute Resolution Provision, the terms "we" and "us" will for all purposes mean Mesa, our wholly or majority owned subsidiaries, affiliates, licensees, predecessors, successors, and assigns, and our agents, employees, directors, and representatives. In addition, "we" or "us" will include any third party using or providing any product, service or benefit in connection with the Services (including, but not limited to, third parties who use or provide services, debt collectors and all of their agents, employees, directors and representatives) if, and only if, such third party is named as a co-party with us (or files a Claim with or against us) in connection with a Claim asserted by you. As solely used in this Dispute Resolution Provision, the terms "you" or "yours" will mean all persons or entities using the Services.

NEITHER YOU NOR WE ARE ENTITLED TO JOIN OR CONSOLIDATE DISPUTES BY OR AGAINST OTHERS IN ANY COURT ACTION OR ARBITRATION, OR TO INCLUDE IN ANY COURT ACTION OR ARBITRATION ANY DISPUTE AS A REPRESENTATIVE OR MEMBER OF A CLASS, OR TO ACT IN ANY ARBITRATION IN THE INTEREST OF THE GENERAL PUBLIC OR IN A PRIVATE ATTORNEY GENERAL CAPACITY, UNLESS THOSE PERSONS ARE BENEFICIARIES ON YOUR ACCOUNT. THIS IS SO WHETHER OR NOT THE CLAIM HAS BEEN ASSIGNED. FURTHER, NEITHER YOU NOR WE HAVE THE RIGHT TO LITIGATE A CLAIM IN COURT, SUBJECT TO THE SECTION TITLED EXCLUDED CLAIMS, OR HAVE A JURY TRIAL ON A CLAIM, OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE CODE OF PROCEDURES OF JAMS OR AAA.

Any Claim will be resolved, upon the election by you or us, by arbitration pursuant to this Dispute Resolution Provision and the code of procedures of the national arbitration organization to which the Claim is referred in effect at the time the Claim is filed. Claims will be referred to either Judicial Arbitration and Mediation Services ("JAMS") or the American Arbitration Association ("AAA"), as selected by the party electing to use arbitration. If a selection by us of one of these organizations is unacceptable to you, you will have the right within thirty (30) days after you receive notice of our election to select the other organization listed to serve as arbitrator administrator. For a copy of the procedures, to file a Claim or for other information about these organizations, contact them as follows: (i) JAMS at 1920 Main Street, Suite 300, Los Angeles, CA 92614; website at www.jamsadr.com; and (ii) AAA at 335 Madison Avenue, New York, NY 10017; website at www.adr.org.

If either party elects to resolve a Claim by arbitration, that Claim will be arbitrated on an individual basis. There is no right or authority for any Claims to be arbitrated on a class action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, other Account holders or other persons similarly situated. The arbitrator's authority to resolve Claims is limited to Claims between you and us alone, and the arbitrator's authority to make awards is limited to you and us alone. Furthermore, Claims brought by you against us or by us against you may not be joined or consolidated in arbitration with Claims brought by or against someone other than you, unless otherwise agreed to in writing by all parties.

Any arbitration hearing that you attend will take place in the federal judicial district of your residence. At your written request, we will consider in good faith making a temporary advance of all or part of the filing administrative and/or hearing fees for any Claim you initiate as to which you or we seek arbitration. At the conclusion of the arbitration (or any appeal thereof), the arbitrator (or panel) will decide who will ultimately be responsible for paying the filing, administrative and/or hearing fees in connection with the arbitration (or appeal). If and to the extent you incur filing, administrative and/or hearing fees in arbitration, including for any appeal, exceeding the amount they would have been if the Claim had been brought in the state or federal court which is closest to your billing address and would have had jurisdiction over the Claim, we will reimburse you to that extent unless the arbitrator (or panel) determines that the fees were incurred without any substantial justification.

This Dispute Resolution Provision is made pursuant to a transaction involving interstate commerce, and will be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (the "FAA"). The arbitration will be governed by the applicable Code, except that (to the extent enforceable under the FAA) this Dispute Resolution Provision will control if it is inconsistent with the applicable Code. The arbitrator will apply applicable substantive law consistent with the FAA and applicable statutes of limitations and will honor claims of privilege recognized at law and, at the timely request of either party, will provide a brief written explanation of the basis for the decision. In conducting the arbitration proceeding, the arbitrator will not apply the Federal or any state rules of civil procedure or rules of evidence. Either party may submit a request to the arbitrator to expand the scope of discovery allowable under the applicable Code. The party submitting such a request must provide a copy to the other party, who may submit objections to the arbitrator with a copy of the objections provided to the other party, within fifteen (15) days of receiving the requesting party's notice. The granting or denial of such request will be at the sole discretion of the arbitrator who will notify the parties of his/her decision within twenty (20) days of the objecting party's submission. The arbitrator will take reasonable steps to preserve the privacy of individuals, and of business matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator's decision will be final and binding, except for any right of appeal provided by the FAA. However, any party can appeal that award to a three-arbitrator panel administered by the same arbitration organization, which will consider anew any aspect of the initial award objected to by the appealing party. The appealing party will have thirty (30) days from the date of entry of the written arbitration award to notify the arbitration organization that it is exercising the right of appeal. The appeal will be filed with the arbitration organization in the form of a dated writing. The arbitration organization will then notify the other party that the award has been appealed. The arbitration organization will appoint a three-arbitrator panel, which will conduct arbitration pursuant to its Code and issue its decision within one hundred twenty (120) days of the date of the appellant's written notice. The decision of the panel will be by majority vote and will be final and binding.

This Dispute Resolution Provision will survive termination of your Account, your use of the Services, these Terms of Service and any bankruptcy by you or us. If any portion of this Dispute Resolution Provision is deemed invalid or unenforceable under any principle or provision of law or equity, consistent with the FAA, it will not invalidate the remaining portions of this Dispute Resolution Provision, these Terms of Service, or any prior agreement you may have had with us, each of which will be enforceable regardless of such invalidity.

14. Termination

You agree that Mesa, in its sole discretion, may suspend or terminate your Account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Mesa believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Mesa may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be affected without prior notice and acknowledge and agree that Mesa may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files or the Service. Further, you agree that Mesa will not be liable to you or any third party for any termination of your access to the Service.

15. User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Service and we will have no liability or responsibility with respect thereto. We reserve the right, but have no obligation, to become involved in any way with disputes between you and any other user of the Service.

16. General

These Terms of Service constitute the entire agreement between you and Mesa and govern your use of the Service, superseding any prior agreements between you and Mesa with respect to the Service; provided, however, that you may also be subject to additional terms and conditions for products or Services provided by Mesa, as applicable. These Terms of Service will be governed by the laws of the State of Colorado without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Mesa agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within [Denver County, Colorado]. The failure of Mesa to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service, or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Mesa, but Mesa may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.

17. Notice for California Users

Under California Civil Code Section 1789.3, users of the service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at support@joinmesa.com.

18. Questions? Concerns? Suggestions?

Please contact us at support@joinmesa.com to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.