Terms of Service

  • General & Acceptance

    BY USING AND/OR VISITING THIS WEBSITE AND/OR USING THE Kabbage® services (specifically, inputting your user id in the space provided on various pages of the www.kabbage.com website, the "Services"), YOU SIGNIFY YOUR ASSENT TO BOTH THESE TERMS AND CONDITIONS (the "Terms of Use" or "Agreement") AND THE TERMS AND CONDITIONS OF KABBAGE, INC.'S ("Kabbage") PRIVACY POLICY, WHICH ARE PUBLISHED VIA A LINK ON http://www.kabbage.com (the "Website"), AND WHICH ARE INCORPORATED HEREIN BY REFERENCE. If you do not agree to any of these terms, then please do not use the Website or the Services. Please note that your application for a funding account with Kabbage is subject to a separate agreement that will be provided to you upon application. THESE TERMS OF USE DO NOT COVER YOUR FUNDING ACCOUNT APPLIED FOR THROUGH THE WEBSITE, unless otherwise stated herein. The use of the term Kabbage herein includes Kabbage, Inc. and its affiliates, vendors, partners, agents and other personnel. In addition to all other agreements that may be provided to you, this Terms of Use Agreement sets forth the legally binding terms for your use of the Services and they shall apply to all users of the Website. By using the Services, you agree to be bound by this Agreement. You are only authorized to use the Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. PLEASE READ THIS AGREEMENT CAREFULLY AND SAVE IT. IF YOU DO NOT AGREE WITH IT, YOU SHOULD LEAVE THE WEBSITE AND DISCONTINUE USE OF THE SERVICES IMMEDIATELY. IF YOU WISH TO USE OF THE SERVICES, YOU MUST READ THIS AGREEMENT. In order to participate in certain other services provided through the Website, you will be notified that you are required to agree to additional terms and conditions. Kabbage may modify this Agreement from time to time and such modification shall be effective upon posting by Kabbage on the Website. You agree to be bound to any changes to this Agreement when you use the Services after any such modification is posted. It is therefore important that you review this Agreement regularly upon each use of the Services to ensure you are updated as to any changes.


  • Section 1: Eligibility

    Use of the Services is void where prohibited. By using the Services, you represent and warrant that (a) all application information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the Services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning, if we believe, in our sole discretion, that you are less than 18 years of age.


  • Section 2: Provided Services

    Subject to full compliance with the Terms of this Use Agreement, Kabbage shall provide certain services related to the input of your marketplace ID(s) on various pages of the Website. The Services are provided by Kabbage AS IS and Kabbage assumes no responsibility for any failure in providing the Services to you. Kabbage may change, suspend or discontinue any or all of the Services for any reason, at any time, including the availability of any products or services included within the Services. Kabbage may also impose limits on all or any of the Services or restrict your access to parts or all of the Services without notice or liability. Kabbage may include commercial opportunities or content in any Kabbage product, services, image or webpage.


  • Section 3: General Undertakings

    You accept sole responsibility for all of your activities using the Website, including your conduct on the site. You will not use the Services for any unauthorized or illegal purpose. You will be responsible for ensuring that you do not violate any laws of your jurisdiction, including but not limited to copyright laws. You will not upload or transmit viruses, worms or any other destructive code. You will not use bots to engage the Services.


  • Section 4: The Website

    The Website may contain third party content about, and links to, third parties and their websites that are not owned or controlled by Kabbage. Kabbage has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party content or websites or any of their contents. In addition, Kabbage will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly relieve Kabbage from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the Website and to read the terms and conditions and privacy policy of each other website that you visit.


  • Section 5: Website Access

    A. Kabbage, Inc. hereby grants you permission to use the Website as set forth in this Terms of Use, provided that: (i) you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose and/or in a manner allowed by Kabbage; and (ii) you will otherwise comply with the terms and conditions of these Terms of Service. B. In order to access some features of the Website, you will have to create an account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You accept sole responsibility for keeping your password secure. You must notify Kabbage immediately of any breach of security or unauthorized use of your account. Although Kabbage will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Kabbage or others due to such unauthorized use.


  • Section 6: Fees & Payment

    Some of the services offered on the Website may require the payment of fees, interest and other amounts ("Charged Services"). These services are subject to separate agreements into which you must enter prior to participating in such service. If you elect to sign up for Charged Services, you shall pay all applicable amounts, as described on the Website in connection with such Charged Services selected by you. Kabbage reserves the right to change its prices and at any time, subject to applicable law. You authorize Kabbage directly or through third parties, to make any inquiries it considers necessary to validate your account and financial information as provided while signing up for such Charged Services. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to pay for any such taxes that might be applicable to your use of the Services and payments made by you to Kabbage. Other amounts and the terms for payment of those amounts are described of specific application pages as you progress through your application (and from time to time thereafter).


  • Section 7: Intellectual Property Rights

    The content on the Website (the "Content") and the Services are subject to copyright and other intellectual property rights under local and international laws conventions. To the best of its knowledge, Kabbage uses only Content that it owns or is otherwise allowed and permitted for use by the owner/s of the copyrights and other intellectual property rights therein. Content on the Website is provided to you AS IS only and it may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Kabbage reserves all rights not expressly granted in and to the Website, Services and the Content. You agree to not engage in the use, copying, or distribution of any of the Content or Services other than expressly permitted herein for any commercial purposes. You agree not to circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use of Services or copying of any Content or enforce limitations on use of the Website or any of the Services or Content therein.


  • Section 8: Third-Party Service Providers

    Provide Accurate Information. You agree to provide true, accurate, current, and complete information about yourself and your accounts maintained at other web sites and you agree to not misrepresent your identity or your account information. You agree to keep your account information up to date and accurate.

    Proprietary Rights. You are permitted to use content delivered to you through the Services only on the Services. You may not copy, reproduce, distribute, or create derivative works from this content. Further, you agree not to reverse engineer or reverse compile any of the Services technology.

    Content You Provide. You are licensing to Kabbage and its service providers ("Service Provider"), any information, data, passwords, materials or other content (collectively, "Content") you provide through or to the Services for the purpose of enabling Kabbage and the Service Provider to provide you the Services. During the term of this Agreement, Kabbage and the Service Provider may use, modify, display, distribute and create new material using such Content to provide the Services to you. By submitting Content, you automatically agree, or promise that the owner of such Content has expressly agreed that, without any particular time limit, and without payment of any fees, Kabbage and the Service Provider may use the Content for the purposes set out above.

    Third Party Accounts. By using the Services, you authorize Kabbage and the Service Provider to access third-party sites designated by you, on your behalf, to retrieve information requested by you, and to register for accounts requested by you. For all purposes hereof, you hereby grant Kabbage and the Service Provider a limited power of attorney, and you hereby appoint Kabbage and the Service Provider as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access third- party internet sites, servers or documents, retrieve information, and use your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN Kabbage OR THE SERVICE PROVIDER ACCESSES AND RETRIEVES INFORMATION FROM THIRD-PARTY SITES, Kabbage AND SERVICE PROVIDER ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY. You agree that third- party account providers shall be entitled to reply on the foregoing authorization, agency and power of attorney granted by you. You understand and agree that the Services are not endorsed or sponsored by any third-party account providers accessible through the Services. You acknowledge that through the use of the Services, Kabbage shall have access to your account credentials, including but not limited to login username and passwords.


  • Section 9: Warranty Disclaimer & Limitation of Liability

    YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, Kabbage, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. Kabbage MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THIS WEBSITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE. IN NO EVENT SHALL Kabbage, ITS OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR OTHER INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) 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 CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. Kabbage DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE Kabbage WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND Kabbage WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.


  • Section 10: Indemnity

    You agree to defend, indemnify and hold harmless Kabbage, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Website; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) your violation of any other terms applicable to your use of Charged Services. This defense and indemnification obligation will survive these Terms of Use and your use of the Website.


  • Section 11: Events Beyond Control

    Under no circumstances shall Kabbage be held liable for any delay or failure in this Website and/or any of the Services and/or information on the Website directly or indirectly resulting from, arising out of, relating to or in connection with events beyond the reasonable control of Kabbage, including, without limitation, Internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, intergalactic struggles, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties. The provisions of this paragraph are in addition to, and not intended to limit or modify, the limitation of Limitation of Liability section as stipulated above.


  • Section 12: Assignment

    These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Kabbage without restriction or limitations.


  • Section 13: General

    You agree that: (i) the Website shall be deemed solely based in Georgia, USA; and (ii) the Website shall be deemed a passive website that does not give rise to personal jurisdiction over Kabbage, Inc., either specific or general, in jurisdictions other than Georgia. These Terms of Service shall be governed by the internal substantive laws of the State of Georgia, without respect to its conflict of laws principles. Any claim or dispute between you and Kabbage, Inc. that arises in whole or in part from the Website or the Services shall be decided exclusively by a court of competent jurisdiction located in Atlanta, Georgia. These Terms of Service, together with the privacy and any other legal notices and agreements published by Kabbage on the Website, shall constitute the entire agreement between you and Kabbage, Inc. concerning the Website. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Kabbage's failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. YOU AND Kabbage AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.


Kabbage Privacy Policy

Effective Date: January 1, 2020
  • General

    Kabbage, Inc. ("Kabbage"), its affiliates, and subsidiaries (collectively, "we", "us" and "our") provide this Privacy Policy to the website visitors, users, and businesses that access services provided by or through Kabbage (collectively, "you" or "your"). This Privacy Policy applies when you access or use www.kabbage.com or any other website or application that links to or directly provides this Privacy Policy (collectively, the "Sites") and describes how we collect, store, use, share, and protect information about you to operate the Sites and make available business financial products and services (collectively with the Sites, the "Services"). This Privacy Policy also describes your choices regarding certain information we collect about you. The terms of this Privacy Policy are incorporated into the Kabbage Terms of Service.

    If you apply for or obtain a financial product or service where we function as a service provider for our bank partners, any information that we collect from and about you related to that financial product or service will be on behalf of the bank partner.


  • The USA Patriot Act

    IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING AN ACCOUNT

    To help the government fight the funding of terrorism, money laundering activities and other financial crimes, 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 obtain a financial product or service offered by or in connection with our relationship with a financial institution, we may ask for your name, mailing address and other information or documentation, such as a copy of your driver’s license or other identifying documents, to verify your identity and otherwise comply with the applicable federal laws and regulations.


  • Information Collected

    In connection with your use of the Services, we collect three types of information about you: Business Information, User Information, and General Information. Information from any of these categories may be linked with other information that we collect about you.

    1. Business Information. Business Information includes information regarding businesses that use or otherwise access the Services ("Customers"). Business Information may also include information about your customers (i.e., businesses that have a commercial relationship or otherwise transact with Customers) if collected in connection with such Customer’s use or access of the Services. Business Information includes, but is not limited to (i) business name, address, email, and telephone number, (ii) company structure, (iii) industry type, (iv) incorporation date, (v) annual revenue, (vi) bank account information (e.g., average bank balance, bank statements, credit card statements), (vii) marketplace account information (e.g., transactions on PayPal, Shopify, Amazon), (viii) payment information (e.g., payment history, merchant category code, payment card number), (ix) business social network data (e.g., likes, posts, followers), (x) accounting information (e.g., Quickbooks), (x) vendor usage information (e.g., MailChimp), (xi) information regarding our transactions and experiences with the business, and (xiii) beneficial ownership information.

      In the U.S., federal law requires us to collect and verify beneficial ownership information of our Customers. We collect this information to protect the U.S. financial system from financial crimes like money laundering, tax evasion, corruption, and fraud. Requiring the disclosure of key individuals who ultimately own or control the business helps law enforcement investigate and prosecute financial crimes. We will collect and maintain beneficial ownership information in compliance with this Privacy Policy.
    2. User Information. User Information includes information about the owners, principals, and business representatives, such as: name, job title, user name(s), mailing address, email address, primary telephone number, date of birth, social security number, and FICO score. In addition, if you make payments through the Services, we may also collect information about your customers, such as payments or invoicing information, so we can provide the Services.
    3. General information. General Information includes technical information such as information regarding your use of and interactions with the Sites. This General Information includes, but is not limited to, information about (i) your Internet connection, (ii) the equipment you use to access the Sites and usage details, (iii) your operating system, browser version and internet protocol (IP) address, (iv) your mobile device type, your device’s unique identifier, and your mobile network information, and (v) web pages, content, communications, or advertisements that you view or otherwise interact with, and (vi) referring/exit pages, clickstream data, and information that you search for using the Services.


  • How We Collect Your Information

    1. Information Provided by You. We collect any information you provide when you use the Services. For example, we collect User Information and Business Information from you when you (i) register an account on the Sites, (ii) fill out forms or fields on the Sites, or (iii) complete an application for a product or service available through the Services. We also collect any information you may submit through communications with us by email, mail, text, telephone, facsimile or other means.

      The Services allow us, upon your direction, to obtain User Information and Business Information from third party entities that your business maintains accounts with such as financial institutions, service providers, and social networking services. For example, we may obtain (i) transactional information about your business from financial institutions, (ii) information about your business’s engagement with customers from social networking services, and (iii) information about your business’s sales volume from service providers.
    2. Information We Collect When You Use Our Services. We automatically collect General Information from your computer, mobile device or other device you use when you access the Services (including downloading and using a mobile application or accessing a mobile optimized Site), view content about the Services on a third-party website or open emails or links in emails from us. We, our business partners, or our service providers may use cookies or similar technologies to collect information. Cookies are small text files containing a string of alphanumeric characters. We may use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to the Services. Please review your web browser "Help" file to learn the proper way to modify your cookie settings. Please note that if you delete or choose not to accept cookies from the Service, you may not be able to utilize the features of the Services to their fullest potential. We also use cookies and similar technologies hosted by third parties on the Services. For instance, we use Google Analytics to collect and process certain analytics data. Google provides some additional privacy options described at www.google.com/policies/privacy/partners/ regarding Google Analytics’ cookies. We may receive reports based on the use of these technologies by such companies on an individual and aggregated basis.
    3. Information Received from Third Parties. In the course of providing the Services, we may also collect additional Business Information or User Information from third parties, including, but not limited to: financial institutions, referral partners, identity verification services, card networks, vendors, mailing list providers, consumer reporting agencies, commercial credit bureaus and associations, fraud prevention agencies, and publicly available sources. We may combine this information with information we already have about you.


  • Use of Information

    1. Service-Related Usage. We use the information we collect about and from you, both in a personally-identifiable form and in an aggregated or anonymized form, for a number of purposes, including for providing, supporting, promoting, and improving the Services. Such uses include:

      1. Enabling users to obtain products and services through the Services;
      2. Facilitating marketing, processing, servicing, and collections activities;
      3. Providing customer support;
      4. Understanding, customizing, and enhancing user experience;
      5. Providing targeted marketing and advertising;
      6. Determining your eligibility for the Services;
      7. Verifying your identity, conducting appropriate diligence, and keeping your information current;
      8. Creating an account connection between your account and a third-party account or platform;
      9. Sending notifications and information regarding the Services;
      10. Measuring and improving the performance and functionality of the Sites;
      11. Managing and protecting our information technology infrastructure;
      12. Administering and managing the security of the Sites;
      13. Developing new products and services; and
      14. Compiling, using, researching, analyzing, and generating data analytics reports to better understand our Customers and to improve the Services.
    2. Communications. We may communicate with you using the information collected (i) for customer service, (ii) to provide you with updates or information relating to the Services, or (iii) to conduct surveys and collect feedback about the Services.
    3. Marketing and Advertising. We may use the information we collect for marketing and advertising purposes. These purposes may include communicating with you about our products and services, or products and services offered by or through our business partners (including our bank partners), including but not limited to providing you with promotional materials that may be useful, relevant, valuable, or otherwise of interest to you, and inviting you to participate in events or surveys. Where required under applicable law, we will obtain your prior opt-in consent to send you electronic marketing communications. To learn more about your choices regarding interest-based advertising and cross-device tracking, please see the Third-Party Information Collection section below.
    4. Compliance with Law and Our Own Obligations. We may use the information we collect, to the extent permitted or required under applicable laws (i) to enforce our Terms of Service or other legal rights, including intellectual property infringement, (ii) to detect and protect against potentially prohibited or illegal activities, including fraud and unauthorized access, (iii) in response to lawful requests for information or legal process, (iv) to establish, exercise, or defend a legal claim, and (v) to comply with our contractual obligations, our policies, industry standards, and applicable laws.
    5. Other Purposes. We may use the information we collect for other purposes for which we provide notice to you at the time of collection or for which we obtain your consent.
    6. Aggregate Data. We may process your information in an anonymized or aggregated form for purposes other than described above.


  • Information Sharing

    We may share Business Information, User Information, and General Information as follows:

    1. Affiliates and Subsidiaries. We may share your information with and amongst our affiliates and subsidiaries for any of the purposes described in the Use of Information section above.
    2. Service Providers. We may engage service providers to assist us in providing Services. These service providers may provide services such as fraud prevention, cloud computing, cybersecurity, identity verification, credit checks, collections, and payment processing. We may share any information we receive with such parties as is necessary for the provision of the Services.
    3. As Required By Law and Similar Disclosures. We may disclose your information if we believe doing so is required or appropriate to (i) comply with applicable laws, regulations, and card association rules, (ii) comply with regulatory investigations, enforcement requests, and legal process, such as subpoenas, court orders, and bankruptcy notices, (iii) respond to your requests or resolve disputes or inquiries, (iv) detect, prevent, or otherwise address fraud, confidentiality, security or technical issues, (v) respond to regulatory authorities jurisdiction over us for examinations, compliance, or other purposes, (vi) respond to requests from bank partners or third-party auditors, and (vii) protect your, our, or others’ rights, property, or safety, or the security or integrity of our Services.
    4. Business Partners. We may disclose information about you with business partners, including our bank partners, in connection with jointly offered products and services, as well as products and services offered by these partners and made available through the Services or which we believe may be of interest to you or your business. These business partners are generally subject to contractual obligations entered into with us restricting how they may use this information.
    5. Corporate Changes and Transactions. We may disclose your information in connection with (including, without limitation, during the negotiation or due diligence process of) a corporate merger, consolidation, or restructuring; the sale or transfer of some or all of our stock and/or assets; equity or debt financings, acquisition, divestiture, or dissolution of all or a portion of our business; or other corporate change.
    6. Aggregated or Anonymized Information. We may sell, license or distribute information in anonymized or aggregated form so that the information does not identify a specific user, without restriction, including, but not limited to, for producing data analytics and reports for business partners or other third parties.
    7. Consent. We may disclose your information to any third party with your consent. For example, we may disclose information at your direction, as described at the time you agree to share, or when you authorize a third-party application or website to access your information.
    8. Other Purpose. To fulfill the purpose for which you provide such information to us or any other purpose disclosed by us when you provide the information to us.


  • Third-Party Information Collection

    We may work with third-party advertising partners (e.g., Facebook) to display advertisements on the Sites and other websites and mobile applications and third-party analytics partners (e.g., Google Analytics) to evaluate and provide us with information regarding your use of the Sites. We may also utilize framing techniques to serve you content from third-party providers, while preserving the look and feel of the Services. In such cases, you will be providing information to these third parties.

    These third parties may use cookies, Web beacons, pixel tags and similar technologies to collect information about your activities on the Sites and other Web sites to provide you personalized advertising based on your interests and browsing activity. If you do not wish to receive interest-based ads, you may click here to learn more about how you may opt out. To opt out of certain interest-based advertising on your mobile device, iOS users can click here and Android users can click here. In addition, you may be able to access settings offered by your mobile operating system to limit ad tracking or install the AppChoices application to learn more about how you may opt out of receiving personalized mobile ads. Please note that opting out of interest-based advertising does not limit all advertising.


  • Push Notifications

    If you are a user of our applications, we may send push notifications or alerts to your mobile device even when you are not logged in. We may use push notifications to send you notifications related to the Services and various triggers based on your selections. You can manage your push notification preferences or deactivate these notifications by turning off notifications under settings for your mobile device. If you choose not to receive push notifications, you may still receive in-app notifications.


  • Your Access

    If you are a registered user of the Services, you may review or modify certain Business Information and User Information we have collected about you by logging into your account for the Services and updating your profile. This section of the Site is password protected to better safeguard your information. If you would like to change any other information that you cannot independently correct, you may submit a request for such updates by contacting us at the address or phone number at the bottom of this Privacy Policy. Under certain circumstances we may not be able to fulfill your request, such as if it restricts our ability to comply with applicable laws and regulations or legal process, we cannot verify your identity, or it involves disproportionate cost or effort. In such instances, we will respond to your request within a reasonable timeframe and provide you an explanation of our decision.


  • Your Choices

    You may choose to stop receiving marketing emails by following the unsubscribe instructions included in these emails. You may also request that we do not call you for marketing-related purposes. In addition to following the unsubscribe instruction in relevant email communications, you may make these requests by contacting us at support@kabbage.com, calling us at 888-986-8263 or writing to us at Kabbage Customer Service P.O. Box 77073, Atlanta, GA 30357-1073, Attn: Marketing Opt-Out. We will respond to your request within a reasonable timeframe. In addition, if you no longer wish to receive marketing notifications through our mobile applications you can adjust your device's privacy preferences by visiting the settings page of the device. Opting out of marketing emails or notifications will not stop your receipt of non-marketing emails and notifications related to the Services.

    Various browsers may offer their own tools to manage cookies. If you disable cookies, you can still use the Services, but your ability to use some features of the Services may be limited.


  • Links to Third Party Websites

    The Sites may include links to other websites or mobile applications whose privacy practices may differ from ours. We are not responsible for any practices employed on third-party websites or applications, including the information and content contained on the website or application. If you submit information to a third-party website or application, your information is governed by the third party's privacy policy. We encourage you to carefully read the privacy policy of any website or application you visit, access, or use.


  • Security of Information

    We take reasonable measures, including administrative, technical, and physical safeguards to protect your information from loss, misuse, unauthorized access, disclosure, alteration, and destruction. These security measures include firewalls, data encryption, physical access controls to our data centers, and information access authorization controls. Your information is securely sent to us with at least 128 bit-encryption over the Transport Layer Security (TLS) protocol. This creates an encrypted connection between your browser and us so that any sensitive information you provide can be securely transmitted. Unfortunately, the Internet cannot be guaranteed to be 100% secure, and we cannot ensure or warrant the security of any information you provide to us.

    If you link your bank account information as a part of applying for or receiving the Services, we will have read-only access to such information. We do not have access to change, edit, or modify your bank account information. We also cannot see your banking credentials (i.e., username and passwords). You are responsible for securing and maintaining the privacy of your banking credentials and account information. We are not responsible for protecting any information we share with a third-party based on an account connection that you have authorized.


  • Children’s Privacy

    This Site and products or services available through this Site are not intended for children under the age of 18. We do not knowingly solicit or market online to children under the age of 18. If we knowingly receive a child's personally identifiable information, we will immediately delete it from our system. Contact us at the address or phone number in the Contact Us section of this Privacy Policy if you believe that we have mistakenly or unintentionally collected information from a child under the age of 18.


  • Testimonials

    We may display testimonials of satisfied Customers on the Services with their consent. If you wish to update or delete a testimonial posted in accordance with this Privacy Policy, you can contact us at the address or phone number at the bottom of this Privacy Policy.


  • Referrals

    If you choose to participate in a referral service program to tell a business about the Services, we will ask you for the business's name and email address. Depending on the Services used, we will send the referred business an email either directly or on behalf of our business or bank partners, inviting the business to use the Services. We store information about the business for the purpose of sending an email and tracking the success of the referral program. We may send additional emails to the business directly or on behalf of our business or bank partners, unless the business opts out of receiving such emails. Businesses that you refer may contact us at the address or phone number at the bottom of this this Privacy Policy to request that we remove their information from our database.


  • Social Media Widgets

    The Services may include social media features and widgets, such as the Facebook "Like" button, or interactive mini-programs that run on the Services. These features may collect information such as your IP address and which page you are visiting on the Site and may set a cookie to enable the feature to function properly. Social media features and widgets are either hosted by a third-party or hosted directly on the Services. Your interactions with these features are governed by the privacy policy of the company providing it.


  • Data Retention

    We will retain your information for (i) as long as reasonably necessary to provide you Services, (ii) as long as reasonably useful for commercial purposes, or (iii) as long as necessary to comply with applicable laws and internal policies regarding recordkeeping, reporting, audits, and litigation holds. If you wish to request that we no longer use your information to provide you Services, you may contact us at the address or phone number at the bottom of this Privacy Policy. We will nonetheless retain your information to the extent that we deem necessary to comply with our legal or contractual obligations, resolve disputes, as needed to provide you Services, or for other business purposes.


  • Transfers to Other Countries

    We may transfer information to other countries, for example, for customer service or to process transactions. We will protect your information as described in this Privacy Policy if your information is transferred to other countries. By using our Sites and Services, you consent to your information being transferred to other countries, including countries that have different data protection rules than your country. We do not represent that our Sites and Services are appropriate or available in any particular jurisdiction.


  • Contact Us

    Any questions or concerns regarding this Privacy Policy, our practices, the Sites, or the Services, please contact us by at email support@kabbage.com or with a letter by postal mail to:

    Kabbage, Inc.
    925B Peachtree Street NE, Suite 1688
    Atlanta, GA 30309

    For phone inquiries please call: 888-986-8263


  • Your California Privacy Rights

    If you are a California resident, the California Consumer Privacy Act of 2018 ("CCPA") permits you to obtain certain disclosures about information you have shared with us in connection with your use of the Services. CCPA also provides you with certain rights with respect to this information. This section outlines those CCPA required disclosures and details those rights that apply to "personal information" subject to the CCPA. Personal information does not include information that is publicly available (as defined by the CCPA), deidentified, or aggregated.

    Accessibility

    You may access this Privacy Policy through the use of standard screen reader. You can also print a copy of this Privacy Policy by using your "Print" function on your computer. If you are having difficulty viewing or navigating this Privacy Policy, please contact us at 888-986-8263.

    Information We Collect

    In the past 12 months, we have collected the following categories of personal information about California residents who are website visitors, users, and businesses that access services provided by or through Kabbage:

    CategoryExamples
    IdentifiersFirst and last name, mailing address, online identifier (e.g., username), Internet Protocol (IP) address, email address, social security number, driver’s license number, passport number, or other similar identifiers
    Categories of information described in the California Customer Records StatuteFirst and last name, social security number, address, primary telephone number, job title, bank account number, or any other financial information
    Commercial or transactions informationProducts or services purchased, obtained, or considered
    Internet or other electronic network activity informationInformation about your internet connection, the equipment used to access the Sites and usage details, operating system, browser version, IP address, mobile device type, device unique identifier, mobile network information, web pages, content, communications, advertisements, referring/exit pages, clickstream data, and information that you search for using the Services
    Sensory dataAudio
    Professional or employment-related informationJob title

    We collect the information listed above from the following categories of sources: (i) information provided by you, (ii) information we collected when you use our Services, or (iii) information received from third parties.

    Use of Personal Information

    We may use or disclose the personal information we collect from you for a number of purposes compatible for which it was collected or authorized by you, including for, but not limited to, the following purposes:

    1. Providing, supporting, promoting, and improving the Services;
    2. Communicating with you;
    3. Marketing and advertising;
    4. Complying with law and our own obligations; and
    5. For other purposes for which we provide notice to you at the time of collection or for which we obtain your consent.

    More information on how we use your personal information is available in the Use of Information section above.

    Sharing Personal Information

    As noted in the Information Sharing section of this Privacy Policy, we may disclose your personal information to a third party for a business purpose, including, but not limited to, sharing with service providers to assist us in providing the Services, and to our business partners, including our bank partners. When we disclose your personal information to a third party for a business purpose, such disclosure is subject to a contract that describes the business purpose and requires such party to keep the information confidential and not use it for any purpose other than performing the contract. We further require the party to certify that it understands and agrees to comply with such restrictions.

    As also described in Information Sharing, we may also disclose your personal information: (i) to affiliates and subsidiaries; (ii) as required by law; (ii) in connection with corporate changes; (vi) in anonymized or aggregate form; or (vii) with your consent.

    In the past 12 months, we have disclosed the following categories of personal information, in accordance with the Information Sharing section contained in this Privacy Policy, for a business purpose: (i) identifiers; (ii) categories of information described in the California Customer Records Statute (such as first and last name, social security number, address, primary telephone number, job title, bank account number, or any other financial information); (iii) commercial or transaction information; (iv) internet or other electronic network activity information; (v) sensory data, and (vi) professional or employment-related information.

    Sale of Personal Information

    We do not sell your personal information. We share your personal information with third parties for the specific purposes as described in this Privacy Policy.

    Your Rights Regarding Personal Information

    California residents may exercise the following rights regarding their personal information, subject to certain exceptions and limitations. While the CCPA becomes effective on January 1, 2020, some individuals may not be able to invoke these rights until January 1, 2021 due to a temporary legislative period of delay. For example, where an individual is acting on behalf of a company (e.g., as an employee, owner, director, officer, or contractor), access and deletion rights are temporarily unavailable for the personal information reflecting a written or verbal communication or transaction between us and the individual where the communication or transaction occur solely within the context of the individual’s company receiving a product or service from us.

    1. Right to Know. You have the right to request that we disclose certain information we have collected, used and disclosed in the past 12 months. You have the right to know:
      1. the categories and specific pieces of personal information we have collected about you;
      2. the categories of sources from which your personal information was collected;
      3. the purposes for collecting your personal information;
      4. the categories of third parties with whom we have shared personal information; and
      5. if your information is sold, lists of the categories of personal information sold and disclosed for a business purpose.
    2. Right to Delete. You have the right to request that we delete any personal information we have collected from you. We will also direct any service providers with whom we have shared your personal information to delete such information from their records. CCPA provides certain exceptions to the Right to Delete. If any of these exceptions apply, we will not be able to comply and will be forced to deny your request to delete, for example when the personal information is necessary to complete a transaction for which we collected it or to comply with a legal obligation. We use a two-step process for online requests to delete personal information. You will be asked to clearly submit your request to delete and to separately confirm your choice.
    3. Right to Opt-out of Sale(s). We do not sell your personal information to third parties.
    4. Right to Non-Discrimination. You have the right not to receive discriminatory treatment for the exercise of the privacy rights conferred by the CCPA.

    To exercise any of the above rights, you may submit a verifiable request by using the following information:

    1. By phone at 888-986-8263; or
    2. Online at privacy.kabbage.com

    Responding to Your Requests

    When you submit a request through one of the designated methods for submitting requests, it may take us up to 45 days from receiving your verifiable request to disclose and deliver the required information. In some cases, it may take us longer to respond to your request. If we require more time (up to 90 days), we will provide you with notice of the extension period.

    We may need to request additional information from you to verify your identity or understand the scope of your request, although you will not be required to create a Kabbage account to submit a request or have it fulfilled. If you do not have a password-protected account with us, we will require you to provide additional information to verify your identity. If we are unable to verify your identity to a reasonable degree of certainty, we will not be able to provide the requested information.

    Authorized Agent

    You may designate an authorized agent to make a CCPA request to know or delete on your behalf based on: (i) your written permission authorizing the agent to submit the request and the agent verifying their identity in accordance with the verification process outlined above; or (ii) providing the agent with power of attorney to act on your behalf. We will require copies of such written authorization or power of attorney.


  • Changes to Privacy Policy

    By visiting the Sites or using the Services, you accept the practices described in this Privacy Policy. We may update this Privacy Policy from time to time by making available a revised, dated version on the Sites. If the revised version includes a substantial change, we will provide a more prominent notice (including, for certain services, an email notification of Privacy Policy changes) prior to the change becoming effective. Your continued use of the Site shall constitute your acceptance of such updated Privacy Policy. We encourage you to periodically review this page for the latest information on our privacy practices.


  • TRUSTe

    If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our U.S.-based, third-party dispute resolution provider (free of charge) at: https://feedback-form.truste.com/watchdog/request.

    TRUSTe


Restricted Industries

  • Helping small business owners reach their goals is the most important thing we do. However, our products and services are currently not available to businesses operating or selling products or services in certain industries, as outlined below. These restrictions may be based on applicable law, requirements of our bank partners, card and payment association rules, Kabbage practices and other factors. In addition, businesses involved in illegal activity are always prohibited from using our products and services. We reserve the right to add, remove or modify restricted industries without notice and in our sole discretion.


  • Kabbage Funding™

    Kabbage Funding does not provide credit access to businesses in the following industries:

    • Marijuana
    • CBD
    • Gambling
    • Financial institutions
    • Lending
    • Non-profit organizations
    • Businesses that sell or manufacture any form of assault-style weapon/rifle and/or sell firearms or ammunition to individuals under 21 (other businesses in the firearms industry are eligible to apply with Kabbage Funding)


  • Kabbage Payments™

    If your business falls under the Prohibited Merchant List contained in our Kabbage Sub-Merchant Agreement, it is prohibited from using the Kabbage Payments services.


Bank Relationships

  • Kabbage, Inc. and its affiliates support a broad range of products and services for small business customers. Certain of these products are provided through our relationships with third-party financial institutions.


  • Paycheck Protection Program (PPP) Loans

    Kabbage, Inc. offers Paycheck Protection Program ("Program") loans directly as an approved U.S. Small Business Administration ("SBA") lender. Kabbage, Inc. also offers Program loans on behalf of Cross River Bank and Customers Bank. Loan agreements will identify the lender to small businesses at signing.


  • Kabbage Funding™

    Celtic Bank, a Utah-Chartered Industrial Bank, Member FDIC, is the lender for all Kabbage Funding™ loans. Kabbage, Inc. acts as an agent, first-party service provider, and program manager for Kabbage Funding on behalf of Celtic Bank. Kabbage, Inc. is not a lender or broker and does not make, broker, arrange, place, find, or obtain credit for borrowers or lenders. All Kabbage Funding™ loans are issued by Celtic Bank, under the licensed brand.


  • Kabbage Payments™

    Kabbage Payments, LLC is a registered Payment Service Provider/Payment Facilitator sponsored by Fifth Third Bank, N.A., Cincinnati, OH.


Customer Gift Certificate Terms and Conditions

  • Gift Certificate Abbreviated Terms

    This online gift certificate ("Certificate") can be redeemed only for purchases at the merchant issuing the gift certificate ("Merchant"). This Certificate cannot be returned or exchanged for cash unless required by law. This Certificate does not expire, and no fees will be charged against the balance. If lost, stolen, destroyed or used without your permission, Certificate will not be replaced. Use of this Certificate constitutes acceptance of its terms and conditions. For full terms and conditions, which are subject to change, please visit Customer Gift Certificate Terms & Conditions. This Certificate is issued by and represents an obligation solely of the Merchant and does not represent an obligation of Kabbage, Inc. or its affiliates. For more information about this Certificate, please call us at 855-816-0086.


  • Customer Gift Certificate Terms & Conditions

    Date of last update: March 17, 2020

    The following Terms and Conditions (referred to as the "Agreement") describe the terms and conditions that apply to use of the online gift certificate (the "Certificate") issued by the merchant ("Merchant" or "Us"). This Agreement is between you, the customer (the "Customer"), and us, the Merchant. By purchasing, accepting, or using a Certificate, you agree to be bound by this Agreement. If you do not agree with this Agreement, do not purchase a Certificate.

    1. About Your Certificate. The Certificates are merchant-issued gift certificates; the Certificates are not debit or credit cards. The Certificates are issued by Us. Kabbage, Inc. and its affiliates bear no responsibility or liability for any Certificates, and you knowingly release Kabbage, Inc. and its affiliates from any and all liability or claims of any nature whatsoever arising in connection with the Certificates.
    2. Redemption. Your Certificate is redeemable only for purchases from Us. Certificates have no cash value and may not be redeemed for cash (except as required by law). Certificates are not redeemable to purchase another Certificate or toward a previous purchase. You acknowledge that the ability to redeem the Certificate may be delayed or otherwise impacted due to closures, reduced hours, and other restrictions in place due to the COVID-19 outbreak.
    3. Balance Inquiry. You may contact Us regarding your balance. The balance you receive when inquiring is an estimate only. In most cases, the balance is adjusted immediately when you make a purchase, but there may be occasions when the balance adjustment is delayed.
    4. No Expiration; No Fees. The Certificates do not expire. No fees for inactivity or service fees apply to the Certificates.
    5. Not Reloadable. Certificates may not be reloaded with additional value.
    6. No Refunds. No refunds are permitted with respect to the purchase of Certificates. All sales of Certificates are final.
    7. Lost, Damaged, or Stolen Certificates; Unauthorized Use. Lost, damaged or stolen Certificates will not be replaced or replenished. We are not responsible for unauthorized Certificate use.
    8. Resale and Reproduction Prohibited. You may not sell a Certificate or otherwise barter for its exchange. However, you may transfer a Certificate to another person for no monetary consideration (e.g., as a gift). Unauthorized or unlawful reproduction, resale, modification, or trade of Certificate is prohibited.
    9. Maximum Value. You may not purchase or obtain multiple Certificates from Us with a value of more than $2,000 in any one day, whether through a single or multiple transactions.
    10. Limitation of Liability. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CERTIFICATES INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT THAT A CERTIFICATE IS NON-FUNCTIONAL, YOUR SOLE REMEDY, OUR SOLE LIABILITY, SHALL BE THE REPLACEMENT OF SUCH CERTIFICATE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OR CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU.
    11. Unclaimed Property. In the event you do not use your Certificate for a certain period of time, we may be required to turn over the remaining Certificate balance to a state under such state’s unclaimed or abandoned property law. Although your Certificate does not expire, if we are obligated to turn over the remaining balance of your Certificate under a state’s unclaimed property law, by operation of law we will be released from any further liability or obligation with respect to your Certificate and you may be required to contact the state’s unclaimed property administrator to attempt to recover your unused Certificate balance.
    12. Governing Law. The laws of the state of Georgia without regard to principles of conflict of laws, apply to this Agreement and use of your Certificate. If any part of this Agreement is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.
    13. Changes to Agreement. We reserve the right to change this Agreement from time to time in our discretion without special notice to you ("Updated Terms"). Your use of a Certificate after we have provided you the Updated Terms (including by posting on our website or in our place of business, or by email) constitutes your agreement to the Updated Terms. The Updated Terms will be effective as of the time they are made available to you, or such later date as may be specified in the Updated Terms, and will apply to your use of a Certificate from that point forward. The date of the last update to this Agreement is always indicated near the top of the page and any change in the date of this Agreement shall constitute notice to you that the Agreement has changed.
    14. Fraud/Violation of Terms. We reserve the right to refuse to honor, or to suspend or deactivate a Certificate where we suspect that the Certificate was obtained fraudulently, in violation of this Agreement, or in violation of applicable laws or other of our applicable terms and conditions.


Merchant Gift Certificate Terms and Conditions

  • Merchant Gift Certificate Terms & Conditions

    The following terms and conditions serve as an addendum and supplement the Kabbage Sub-Merchant Agreement (hereafter the "Addendum" and the "Sub-Merchant Agreement," respectively) and describe the terms and conditions that apply to the provision of the online gift certificate services (the "Services") by Kabbage Payments, LLC and its affiliates ("Kabbage," "us," "we" or "our") to the business issuing the gift certificate ("you"). Kabbage and you may hereinafter be referenced as the "Parties." You may not access or use any Services unless you agree to the terms and conditions of this Addendum. Capitalized terms used but not defined herein, shall have the respective meanings given to them in the Sub-Merchant Agreement.

    1. Services. Kabbage will provide you with a platform (the "Platform") enabling you to issue and sell online gift certificates ("Certificates") to your customers ("Purchasers") . In order to participate in the Platform and receive the Services, you must have executed a Sub-Merchant Agreement with Kabbage.
    2. Certificates. The Certificates will be redeemable only for merchandise, services, food, and/or beverages (as applicable) sold by you. Subject to section 4 below, Kabbage will provide you with certain basic information regarding your potential compliance obligations with Applicable Law (as defined below) related to the Certificates as set forth in Exhibit A. Although this information is intended to summarize your obligations under Applicable Law, you remain solely responsible for your compliance. This information does not provide legal advice; please consult with counsel if you have questions about your legal or contractual obligations.
    3. Standard Consumer Terms & Conditions. By participating in the Platform, you agree to adopt the standard consumer terms and conditions ("T&Cs"), as provided in Exhibit B. We will present the complete T&Cs to the Purchaser to accept prior to his/her purchase of a Certificate and make the T&Cs available through a URL. The summary version of the T&Cs will be included in the text of the email communication that contains the Certificate QR code that will be sent to Purchasers after making a Certificate purchase. You will be solely responsible for fulfilling your obligations under the T&Cs, including redemption of the Certificates when presented, and enforcing the T&Cs against Purchasers, as needed. Kabbage makes no guarantee as to the enforceability or effectiveness of the T&Cs, and you hereby agree to waive any and all claims you may have against Kabbage related to the T&Cs.
    4. Compliance with Applicable Law. You are solely responsible for complying with all applicable laws regarding the Certificates, including but not limited to: (1) state and federal consumer protection laws and regulations governing the Certificates; and (2) state unclaimed property and escheat laws with respect to unredeemed Certificates ("Applicable Law"). You expressly agree that, notwithstanding the information that will be provided pursuant to section 2 above, Kabbage has no obligation to advise you regarding Applicable Law, and Kabbage shall not be liable to you for any instance of non-compliance.
    5. Tax. You are responsible for determining and paying your federal, state, and local sales, use, income, property and excise taxes as related to your issuance, sale and redemption of the Certificates ("Taxes"). Kabbage disclaims any liability for Taxes.
    6. Release. Kabbage and its affiliates bear no responsibility or liability for any of the Certificates, and you hereby knowingly release us from any and all liability or claims of any nature whatsoever arising in connection with the Certificates.
    7. Reserve Requirement. Consistent with its rights set forth in the Sub-Merchant Agreement, Kabbage will establish a reserve with and in the amount of up to ten percent (10%) of each Certificate (the "Certificate Reserve Account"). Once it is reasonably determined that the Certificate Reserve Account is no longer required (e.g., following redemption of the Certificate or termination of any applicable dispute or reversal period which may be up to eighteen (18) months after the date of the issuance of each individual Certificate) the balance of the Certificate Reserve Account will be returned to you within thirty (30) days of such determination.
    8. Limitation on Sales/Certificate Amount. You agree that Kabbage will not facilitate the sale by you of more than $2,000 in Certificates to any one person during any one day. The dollar amount of each Certificate must be at least $15 and not greater than $500.
    9. Listing on Kabbage Website. You agree that Kabbage will list you on its website as a participating merchant in Kabbage’s small business Certificate offering; such listing information may include, but not be limited to, name, address and merchant classification code information. As such, your Certificate program will be available to be searched by potential Purchasers via the website.
    10. Conflict. To the extent there is a conflict between this Agreement and the Sub-Merchant Agreement, the terms of the Sub-Merchant Agreement shall prevail.
    11. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Georgia without regard to its principles of conflict of laws.


  • Exibit A

    Merchant Gift Certificate Compliance Primer

    Pursuant to section 2 of the Addendum to the Sub-Merchant Agreement, Kabbage is providing you with the following overview of potentially relevant compliance issues related to your e-gift certificate program. DISCLAIMER: The following does not constitute legal advice but rather is intended to convey general information only. Please consult with your legal and/or tax advisors regarding your specific circumstances. The below-referenced regulatory requirements are subject to change at any time, and we have no obligation to inform you of such change.

    State Cash-Back Laws

    Generally, the gift certificates are not refundable or redeemable for cash. Providing cash to customers may increase your risk profile under applicable state consumer protection and escheat laws. However, certain states require cash to be provided to customers upon their partial redemption of a certificate, if the balance falls below a certain threshold. These states are as follows (along with the remaining balance of the certificate that triggers the requirement):

    • California – less than $10
    • Colorado – $5 or less
    • Connecticut – less than $3
    • Hawaii – less than $5
    • Maine – less than $5
    • Massachusetts – has been redeemed for at least 90% of its value
    • Montana – less than $5
    • New Jersey – less than $5
    • Oregon – less than $5
    • Rhode Island – less than $1
    • Texas – less than $2.50
    • Vermont – less than $1
    • Washington – less than $5

    As a general matter, a customer would need to request cash in order for you to be required to provide it. However, please consult with your legal counsel, as certain states may have different requirements.

    State/Federal Consumer Protection Laws

    The certificates do not impose fees and do not expire. Thus, they are designed to be compliant with all state and federal consumer protection laws. In addition, if you fail to redeem a certificate when presented, you risk action by state or federal authorities and/or by consumers.

    State Unclaimed Property Laws

    All 50 states (including D.C., Puerto Rico and the U.S. Virgin Islands) have adopted unclaimed property (or escheat) laws. When you sell a gift certificate, the unredeemed balance is considered a liability on your books and records owed to the certificate holder unless and until the certificate is redeemed. Although many states do not require the escheat of closed-loop gift certificates that do not expire or impose fees, approximately 15 states would require such liability to be escheated as unclaimed property if it remains unused for the relevant "dormancy period" (usually 3-5 years). Escheat rules are governed by (1) the state of the certificate holder’s address, if known, or (2) if unknown, the state in which your business is incorporated. The following states currently require the escheat of unused gift certificate balances:

    1. Alaska
    2. Colorado
    3. Delaware (amount escheatable is "maximum cost" to the issuer of merchandise, goods, or services represented by the certificate)
    4. District of Columbia
    5. Georgia
    6. Louisiana
    7. Maine (60% of balance is escheatable)
    8. Mississippi
    9. Missouri (60% of balance is escheatable)
    10. Montana (60% of balance is escheatable)
    11. New Jersey (60% of balance is escheatable)
    12. New Mexico (60% of balance is escheatable)
    13. New York
    14. Oklahoma
    15. West Virginia (60% of balance is escheatable)

    Unless otherwise specified, the amount escheatable is the remaining balance.

    Sales/Use Tax

    Generally, your sale of a certificate to a customer is not subject to state sales/use tax. However, sales/use tax should be charged on the customer’s subsequent purchase made using the certificate. Most states require sales tax to be imposed on the entire purchase price, not reduced by the amount of the certificate being redeemed. Please consult with your tax advisor for more information and details, including the requirements of the particular state(s) in which you make sales.


  • Exibit B

    Customer Gift Certificate Terms & Conditions

    Date of last update: March 17, 2020

    The following Terms and Conditions (referred to as the "Agreement") describe the terms and conditions that apply to use of the online gift certificate (the "Certificate") issued by the merchant ("Merchant" or "Us"). This Agreement is between you, the customer (the "Customer"), and us, the Merchant. By purchasing, accepting, or using a Certificate, you agree to be bound by this Agreement. If you do not agree with this Agreement, do not purchase a Certificate.

    1. About Your Certificate. The Certificates are merchant-issued gift certificates; the Certificates are not debit or credit cards. The Certificates are issued by Us. Kabbage, Inc. and its affiliates bear no responsibility or liability for any Certificates, and you knowingly release Kabbage, Inc. and its affiliates from any and all liability or claims of any nature whatsoever arising in connection with the Certificates.
    2. Redemption. Your Certificate is redeemable only for purchases from Us. Certificates have no cash value and may not be redeemed for cash (except as required by law). Certificates are not redeemable to purchase another Certificate or toward a previous purchase. You acknowledge that the ability to redeem the Certificate may be delayed or otherwise impacted due to closures, reduced hours, and other restrictions in place due to the COVID-19 outbreak.
    3. Balance Inquiry. You may contact Us regarding your balance. The balance you receive when inquiring is an estimate only. In most cases, the balance is adjusted immediately when you make a purchase, but there may be occasions when the balance adjustment is delayed.
    4. No Expiration; No Fees. The Certificates do not expire. No fees for inactivity or service fees apply to the Certificates.
    5. Not Reloadable. Certificates may not be reloaded with additional value.
    6. No Refunds. No refunds are permitted with respect to the purchase of Certificates. All sales of Certificates are final.
    7. Lost, Damaged, or Stolen Certificates; Unauthorized Use. Lost, damaged or stolen Certificates will not be replaced or replenished. We are not responsible for unauthorized Certificate use.
    8. Resale and Reproduction Prohibited. You may not sell a Certificate or otherwise barter for its exchange. However, you may transfer a Certificate to another person for no monetary consideration (e.g., as a gift). Unauthorized or unlawful reproduction, resale, modification, or trade of Certificate is prohibited.
    9. Maximum Value. You may not purchase or obtain multiple Certificates from Us with a value of more than $2,000 in any one day, whether through a single or multiple transactions.
    10. Limitation of Liability. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CERTIFICATES INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT THAT A CERTIFICATE IS NON-FUNCTIONAL, YOUR SOLE REMEDY, OUR SOLE LIABILITY, SHALL BE THE REPLACEMENT OF SUCH CERTIFICATE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OR CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU.
    11. Unclaimed Property. In the event you do not use your Certificate for a certain period of time, we may be required to turn over the remaining Certificate balance to a state under such state’s unclaimed or abandoned property law. Although your Certificate does not expire, if we are obligated to turn over the remaining balance of your Certificate under a state’s unclaimed property law, by operation of law we will be released from any further liability or obligation with respect to your Certificate and you may be required to contact the state’s unclaimed property administrator to attempt to recover your unused Certificate balance.
    12. Governing Law. The laws of the state of Georgia without regard to principles of conflict of laws, apply to this Agreement and use of your Certificate. If any part of this Agreement is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.
    13. Changes to Agreement. We reserve the right to change this Agreement from time to time in our discretion without special notice to you ("Updated Terms"). Your use of a Certificate after we have provided you the Updated Terms (including by posting on our website or in our place of business, or by email) constitutes your agreement to the Updated Terms. The Updated Terms will be effective as of the time they are made available to you, or such later date as may be specified in the Updated Terms, and will apply to your use of a Certificate from that point forward. The date of the last update to this Agreement is always indicated near the top of the page and any change in the date of this Agreement shall constitute notice to you that the Agreement has changed.
    14. Fraud/Violation of Terms. We reserve the right to refuse to honor, or to suspend or deactivate a Certificate where we suspect that the Certificate was obtained fraudulently, in violation of this Agreement, or in violation of applicable laws or other of our applicable terms and conditions.


Payment Protection Program Terms and Conditions

  • Payment Protection Program Terms and Conditions

    Terms of Service

    General & Acceptance BY USING AND/OR VISITING THIS WEBSITE AND/OR USING THE KABBAGE® SERVICES (the "Services"), YOU SIGNIFY YOUR CONSENT TO BOTH THESE TERMS AND CONDITIONS OF SERVICE (the "Terms of Use" or "Agreement") AND THE TERMS AND CONDITIONS OF KABBAGE, INC.'S ("Kabbage") PRIVACY POLICY, WHICH ARE PUBLISHED VIA A LINK ON http://www.kabbage.com (the "Website"), AND WHICH ARE INCORPORATED HEREIN BY REFERENCE. The use of the term Kabbage herein includes Kabbage, Inc. and its affiliates, vendors, partners, agents and other personnel. In addition to all other agreements that may be provided to you, this Terms of Use Agreement sets forth the legally binding terms for your use of the Services and they shall apply to all users of the Website. By using the Services, you agree to be bound by this Agreement. You are only authorized to use the Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. PLEASE READ THIS AGREEMENT CAREFULLY AND SAVE IT. IF YOU DO NOT AGREE WITH IT, YOU SHOULD LEAVE THE WEBSITE AND DISCONTINUE USE OF THE SERVICES IMMEDIATELY. IF YOU WISH TO USE THE SERVICES, YOU MUST READ THIS AGREEMENT. In order to participate in certain other services provided through the Website, you will be notified that you are required to agree to additional terms and conditions. Kabbage may modify this Agreement from time to time and such modification shall be effective upon posting by Kabbage on the Website. You agree to be bound to any changes to this Agreement when you use the Services after any such modification is posted. It is therefore important that you review this Agreement regularly upon each use of the Services to ensure you are updated as to any changes.

    Section 1: Eligibility

    Use of the Services is void where prohibited. By using the Services, you represent and warrant that (a) all application information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; (d) your use of the Services does not violate any applicable law or regulation; (e) and that you otherwise meet all applicable criteria to apply for and receive funding for a loan provided by the United States Small Business Administration (“SBA”) under the CARES Act - Paycheck Protection Program (“PPP”). Your profile may be deleted without warning, if we believe, in our sole discretion, that you are less than 18 years of age.

    Section 2: Provided Services

    Subject to full compliance with this Terms of Use Agreement, Kabbage shall provide certain services related to the input of your marketplace ID(s) on various pages of the Website. The Services are provided by Kabbage AS IS and Kabbage assumes no responsibility for any failure in providing the Services to you. Kabbage may change, suspend or discontinue any or all of the Services for any reason, at any time, including the availability of any products or services included within the Services. Kabbage may also impose limits on all or any of the Services or restrict your access to parts or all of the Services without notice or liability. Kabbage may include commercial opportunities or content in any Kabbage product, services, image or webpage. Section 3: General Undertakings You accept sole responsibility for all of your activities using the Website, including your conduct on the site. You will not use the Services for any unauthorized or illegal purpose. You will be responsible for ensuring that you do not violate any laws of your jurisdiction, including but not limited to copyright laws. You will not upload or transmit viruses, worms or any other destructive code. You will not use bots to engage the Services.

    Section 4: The Website

    The Website may contain third party content about, and links to, third parties and their websites that are not owned or controlled by Kabbage. Kabbage has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party content or websites or any of their contents. In addition, Kabbage will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly relieve Kabbage from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the Website and to read the terms and conditions and privacy policy of each other website that you visit.

    Section 5: Website Access

    A. Kabbage, Inc. hereby grants you permission to use the Website as set forth in this Terms of Use, provided that: (i) you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose and/or in a manner allowed by Kabbage; and (ii) you will otherwise comply with the terms and conditions of these Terms of Service.

    B. In order to access some features of the Website, you will have to create an account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You accept sole responsibility for keeping your password secure. You must notify Kabbage immediately of any breach of security or unauthorized use of your account. Although Kabbage will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Kabbage or others due to such unauthorized use.

    Section 6: Fees & Payment

    Some of the services offered on the Website may require the payment of fees, interest and other amounts ("Charged Services"). These services are subject to separate agreements into which you must enter prior to participating in such service. If you elect to sign up for Charged Services, you shall pay all applicable amounts, as described on the Website in connection with such Charged Services selected by you. Kabbage reserves the right to change its prices and at any time, subject to applicable law. You authorize Kabbage directly or through third parties, to make any inquiries it considers necessary to validate your account and financial information as provided while signing up for such Charged Services. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to pay for any such taxes that might be applicable to your use of the Services and payments made by you to Kabbage. Other amounts and the terms for payment of those amounts are described on specific application pages as you progress through your application (and from time to time thereafter).

    Section 7: Telephone Communications

    By submitting my number, I agree that Kabbage, Inc. and its affiliates, service providers and business partners, whether acting on behalf of Kabbage or its bank partners, may call or text me (including sending SMS messages and push notifications) for non-telemarketing purposes, such as for servicing and collections. By submitting my number, I consent to have Kabbage and its affiliates, service providers and business partners, whether acting on behalf of Kabbage or its bank partners, call or text me (including sending SMS messages and push notifications) for telemarketing or other purposes using autodialed or prerecorded calls or texts to the telephone numbers I provide to Kabbage (including mobile phone numbers). My consent is effective even if I have registered or in the future register my number(s) on a federal or state Do-Not-Call list. I am not required to give this consent to obtain any services from Kabbage. I am authorized to provide this consent.

    Section 8: Electronic Communications and Signature

    You agree and consent to receive communications from Kabbage and its affiliates electronically by email, text message, via websites or applications, including all communications, agreements, documents, notices and disclosures (collectively “"Communications”") that we provide in connection with your use of the Services. Kabbage may also use electronic signatures and obtain electronic signatures from you. You agree that your electronic signatures will have the same legal effect as a physical signature.

    Section 9: Intellectual Property Rights

    The content on the Website (the "Content") and the Services are subject to copyright and other intellectual property rights under local and international laws conventions. To the best of its knowledge, Kabbage uses only Content that it owns or is otherwise allowed and permitted for use by the owner/s of the copyrights and other intellectual property rights therein. Content on the Website is provided to you AS IS only and it may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Kabbage reserves all rights not expressly granted in and to the Website, Services and the Content. You agree to not engage in the use, copying, or distribution of any of the Content or Services other than expressly permitted herein for any commercial purposes. You agree not to circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use of Services or copying of any Content or enforce limitations on use of the Website or any of the Services or Content therein.

    Section 10: Third-Party Service Providers

    Provide Accurate Information. You agree to provide true, accurate, current, and complete information about yourself and your accounts maintained at other web sites and you agree to not misrepresent your identity or your account information. You agree to keep your account information up to date and accurate. Proprietary Rights. You are permitted to use content delivered to you through the Services only on the Services. You may not copy, reproduce, distribute, or create derivative works from this content. Further, you agree not to reverse engineer or reverse compile any of the Services technology. Content You Provide. You are licensing to Kabbage and its service providers ("Service Provider"), any information, data, passwords, materials or other content (collectively, "Content") you provide through or to the Services for the purpose of enabling Kabbage and the Service Provider to provide you the Services. During the term of this Agreement, Kabbage and the Service Provider may use, modify, display, distribute and create new material using such Content to provide the Services to you. By submitting Content, you automatically agree, or promise that the owner of such Content has expressly agreed that, without any particular time limit, and without payment of any fees, Kabbage and the Service Provider may use the Content for the purposes set out above. Third Party Accounts. By using the Services, you authorize Kabbage and the Service Provider to access third-party sites designated by you, on your behalf, to retrieve information requested by you, and to register for accounts requested by you. For all purposes hereof, you hereby grant Kabbage and the Service Provider a limited power of attorney, and you hereby appoint Kabbage and the Service Provider as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access third-party internet sites, servers or documents, retrieve information, and use your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN Kabbage OR THE SERVICE PROVIDER ACCESSES AND RETRIEVES INFORMATION FROM THIRD-PARTY SITES, Kabbage AND SERVICE PROVIDER ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY. You agree that third- party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. You understand and agree that the Services are not endorsed or sponsored by any third-party account providers accessible through the Services. You acknowledge that through the use of the Services, Kabbage shall have access to your account credentials, including but not limited to login username and passwords.

    Section 11: Warranty Disclaimer & Limitation of Liability

    YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, KABBAGE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. KABBAGE MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THIS WEBSITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE. IN NO EVENT SHALL KABBAGE, ITS OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR OTHER INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) 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 CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. KABBAGE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE KABBAGE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR KABBAGE ADVERTISING, AND KABBAGE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

    Section 12: Indemnity

    You agree to defend, indemnify and hold harmless Kabbage, Inc., its affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Website; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) your violation of any other terms applicable to your use of Charged Services. This defense and indemnification obligation will survive these Terms of Use and your use of the Website.

    Section 13: Events Beyond Control

    Under no circumstances shall Kabbage be held liable for any delay or failure in this Website and/or any of the Services and/or information on the Website directly or indirectly resulting from, arising out of, relating to or in connection with events beyond the reasonable control of Kabbage, including, without limitation, Internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, pandemic, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, intergalactic struggles, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties. The provisions of this paragraph are in addition to, and not intended to limit or modify, the Limitation of Liability section as stipulated above.

    Section 14: Assignment

    These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Kabbage without restriction or limitations.

    Section 15: Arbitration and Class Waiver

    Any dispute, claim, or controversy relating in any way to this Terms of Use or your use of the Services or Charged Services shall be, at the election of either party, resolved by binding arbitration under applicable Georgia law. Claims regarding the validity, enforceability or scope of this section or this Terms of Use including but not limited to whether a given claim or dispute is subject to arbitration will be determined by the arbitrator. The Federal Arbitration Act and federal arbitration law apply to this Terms of Use. The arbitration shall be administered by JAMS (www.jamsadr.com) and the arbitration shall be conducted in accordance with the Expedited Procedures of the JAMS. A single arbitrator shall be chosen in accordance with the procedures of JAMS. Any arbitration hearing will occur in Atlanta, Georgia. The arbitrator will apply the substantive law of the State of Georgia, exclusive of its conflict or choice of law rules. Either party may commence arbitration by providing to JAMS and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitrator may not consolidate more than one person’s or entity’s claims. To the maximum extent permitted by law, the parties agree that any dispute, claim, or controversy in connection with this Terms of Use, whether in arbitration or in court, will be conducted only on an individual (non-class or non-representative) basis. You waive any right to have any dispute, claim, or controversy in connection with this Terms of Use decided by a jury, and you also waive any right to participate in a class action against Kabbage or its affiliates.

    Section 16: General

    You agree that: (i) the Website shall be deemed solely based in Georgia, USA; and (ii) the Website shall be deemed a passive website that does not give rise to personal jurisdiction over Kabbage, Inc., either specific or general, in jurisdictions other than Georgia. These Terms of Use shall be governed by the internal substantive laws of the State of Georgia, without respect to its conflict of laws principles. Subject to Section 15, any claim or dispute between you and Kabbage, Inc. that arises in whole or in part from the Website or the Services shall be decided exclusively by a court of competent jurisdiction located in Atlanta, Georgia. These Terms of Use, together with the privacy and any other legal notices and agreements published by Kabbage on the Website, shall constitute the entire agreement between you and Kabbage, Inc. concerning the Website. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Kabbage's failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. YOU AND KABBAGE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED. IN THE EVENT OF A CONFLICT BETWEEN THIS TERMS OF USE AND ANY SPECIFIC SERVICES AGREEMENT BETWEEN YOU AND KABBAGE, THE SPECIFIC SERVICES AGREEMENT SHALL PREVAIL.