Terms of Service

These Terms of Service (the "Terms") are a binding agreement between your company ("Company," "you") and Invoto Inc. ("Invoto," "we," "us"). They govern your application for and use of the Invoto account and the products and services we make available (together, the "Services"). By applying for an Invoto account, or by using the Services, you accept these Terms and provide your electronic signature.

These Terms require disputes to be resolved by individual arbitration rather than in court, and waive your right to participate in a class action. See Section 9.

The Services are for business use only. They are available to United States businesses and may not be used for personal, family, or household purposes.

These Terms supersede the Invoto Platform Agreement, which is no longer in effect.

1. Invoto and Our Bank Partner

1. 1.1 What Invoto provides

   Invoto provides technology that lets businesses open and manage deposit accounts, make and receive payments, use commercial cards, manage spend, and process invoices and receipts. We may add, change, or withdraw features. Where a change materially reduces the Services you rely on, we will give you notice under Section 10.1.

2. 1.2 Invoto is not a bank

   Invoto is a financial technology company and not a bank. Banking services are provided by i3 Bank, Member FDIC. Visa® debit cards are issued by i3 Bank, Member FDIC pursuant to a license from Visa U.S.A. Inc. and may be used everywhere Visa debit cards are accepted.

   Accounts are eligible for pass-through deposit insurance only to the extent pass-through insurance is permitted by the rules and regulations of the FDIC, and if the requirements for pass-through insurance are satisfied. There may be a risk that pass-through deposit insurance is not available because conditions have not been satisfied. In such cases, funds may not be fully insured in the event the insured depository institution where the funds have been deposited were to fail.

3. 1.3 Your agreement with the bank

   Your deposit account is held by i3 Bank, not by Invoto. Opening and holding that account is subject to an agreement between you and i3 Bank, which is separate from these Terms. i3 Bank presents that agreement to you during account opening and makes it available through the Invoto application. Where that agreement and these Terms differ as to the deposit account itself, the bank's agreement controls.

4. 1.4 Cards

   Cards made available through the Services are issued by i3 Bank and are subject to cardholder terms that i3 Bank presents to you when you request or activate a card, and makes available through the Invoto application. You are responsible for use of cards issued on your account, including use by your authorized users, and for setting and maintaining any spending limits and controls you configure.

2. Your Account

1. 2.1 Eligibility

   The Services are available only to entities registered in the United States, acting through individuals who are at least 18 years old and authorized to bind the Company. The Services may not be used for personal, family, or household purposes.

2. 2.2 Applying and identity verification

   To open an account you must provide information about the Company and about the individuals associated with it, including owners, beneficial owners, and control persons. Federal law requires financial institutions to obtain, verify, and record information identifying each person and business that opens an account, and we and our bank partner may request documents such as corporate registration records and government-issued identification.

   We, i3 Bank, or their service providers may decline an application, grant access on a provisional basis pending further review, or close an account where information is incomplete, inaccurate, or cannot be verified. We will tell you when we do, unless we are prohibited by law from doing so.

3. 2.3 Accurate information

   You must keep the information on your account current, including your business details, your authorized users, and the email address we use to reach you. We are entitled to rely on the information and instructions we receive from your account.

4. 2.4 Administrators and authorized users

   You must designate at least one administrator. Administrators can add and remove users, request cards, set spending limits, view activity, and change company information. You are responsible for what your administrators and authorized users do on your account, and for ensuring they comply with these Terms.

5. 2.5 Security

   You are responsible for keeping your account credentials confidential and for enabling the authentication controls we make available. Tell us immediately at security@invoto.com if you believe your account has been accessed without authorization, and disable access for any affected user.

6. 2.6 Suspension and closure

   We may suspend or close your account, or restrict particular features, where we reasonably believe it is necessary to comply with law or the requirements of our bank partner or the card networks, to prevent loss or unlawful activity, or where you have breached these Terms. Where we can, we will tell you first; where we cannot, we will tell you as soon as we are able. You may close your account at any time, subject to settling amounts you owe and to any restrictions the bank applies to the deposit account itself.

3. Using the Services

1. 3.1 Payment instructions

   When you instruct a payment, you authorize us and our bank partner to act on that instruction. You are responsible for the accuracy of payment details, including the recipient and the amount. Payments may be subject to cut-off times, limits, and screening, and may be delayed or declined where required by law or by our bank partner or the card networks.

2. 3.2 Linked accounts and connected services

   You may connect external bank accounts and third-party services such as accounting and expense platforms. Connections to external bank accounts are operated by an account aggregator engaged by our bank partner rather than by Invoto, and your credentials for those accounts are provided to that aggregator rather than to Invoto. Third-party services are provided by their own operators under their own terms, and we are not responsible for them.

3. 3.3 Acceptable use

   You may not use the Services for personal, family, or household purposes, for any unlawful purpose, or for any business or activity that we or our bank partner prohibit. You may not use the Services in violation of United States sanctions or of anti-money-laundering, financial, or export laws, and you may not use them to evade any of those requirements.

4. 3.4 Beta features

   We may offer features identified as beta or pre-release. They are experimental, may change or be withdrawn, and may not work reliably. They are provided as-is and may be subject to additional terms presented when you use them.

5. 3.5 Support

   We provide support for the Services as described on our website or in the plan you have with us.

4. Fees

1. 4.1 Fees and payment

   We do not charge a subscription or account fee for the Services. Some transactions carry a fee — for example same-day ACH, wire transfers, check issuance, and international card transactions. Current transaction fees are published at invoto.com/pricing, and the fee that applies to a transaction is disclosed to you before you authorize it.

   If we introduce a new fee or increase an existing one, we will give you notice under Section 10.1 before it takes effect. Amounts you owe us are payable in U.S. dollars.

2. 4.2 Set-off and collection

   Where you owe us amounts that are due and unpaid, we may deduct them from a linked account or from funds we hold for you, to the extent permitted by law and by our agreement with our bank partner. Unpaid amounts may be referred for collection, and you are responsible for reasonable costs of collection.

5. Data and Privacy

1. 5.1 How we handle information

   We collect and process information about the Company and about individuals associated with it in order to provide the Services, to meet legal and regulatory obligations, and to prevent fraud. Our handling of personal information is described in the Privacy Policy, which forms part of these Terms.

2. 5.2 Information about third parties

   When you use the Services to pay, invoice, or transact with another party, you provide Invoto with information about that party, which may include personal information where the party is an individual or a sole proprietor. You represent and warrant that you have the right to provide that information to Invoto and that Invoto may process it to provide the Services, and that you have given any notice and obtained any consent required by applicable law for that provision and processing. You will indemnify Invoto under Section 8.3 for any claim arising from your failure to do so. Invoto processes that information only to provide the Services you request, to meet its legal and compliance obligations, and to detect and prevent fraud, as described in Section 2.6 of the Privacy Policy.

3. 5.3 Aggregated and de-identified information

   We may create aggregated or de-identified information that cannot reasonably be used to identify you or any individual, and may use it to operate, analyze, and improve the Services. We maintain it in de-identified form and do not attempt to reidentify it.

4. 5.4 Identifying you as a customer

   We may identify you as an Invoto customer in our marketing unless you tell us not to at support@invoto.com. We will not claim an endorsement or partnership you have not given.

6. Intellectual Property

1. 6.1 Ownership and licence

   We own the Services and everything in them, other than content you provide. We grant you a non-exclusive, non-transferable licence to use the Services during the term of these Terms, for your internal business purposes. That licence ends when these Terms end.

2. 6.2 Your content

   You keep ownership of the content you upload, such as receipts, invoices, and records. You grant us the rights we need to host, process, and display it in order to provide the Services.

3. 6.3 Feedback

   If you give us feedback or suggestions, you assign your rights in that feedback to us and we may use it without restriction or compensation.

4. 6.4 Trademarks

   Copyright © 2026 Invoto Inc. All rights reserved. The trademarks, logos, and service marks displayed in the Services are ours or belong to third parties. You may not use them without our prior written consent or the consent of the owner.

5. 6.5 Copyright policy

   Invoto respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent via support@invoto.com: 1. your physical or electronic signature; 2. identification of the copyrighted work(s) that you claim to have been infringed; 3. identification of the material on our services that you claim is infringing and that you request us to remove; 4. sufficient information to permit us to locate such material; 5. your address, telephone number, and e-mail address; 6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and 7.a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by us in connection with the written notification and allegation of copyright infringement.

7. Term and Termination

1. 7.1 Term

   These Terms apply from the date you accept them until your account is closed or these Terms are terminated.

2. 7.2 Effect of termination

   When these Terms end, your licence to use the Services ends. Sections that by their nature should survive will survive, including Sections 4 (Fees), 5 (Data and Privacy), 6 (Intellectual Property), 8 (Disclaimers, Liability, and Indemnity), 9 (Dispute Resolution), and 10 (General). Closing your Invoto account does not by itself close your deposit account with i3 Bank, which is governed by your agreement with the bank.

8. Disclaimers, Liability, and Indemnity

1. 8.1 Disclaimers

   THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND Invoto (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

2. 8.2 Limitation of liability

   TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Invoto (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF Invoto HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

3. 8.3 Indemnification

   You agree to indemnify and hold Invoto (and its officers, employees, and agents) harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, (d) content you provide, or (e) your provision to us of information about a third party in breach of Section 5.2. Invoto reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Invoto. Invoto will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

4. 8.4 Modification of the Services

   We may modify, suspend, or discontinue any part of the Services. Where a change materially reduces Services you rely on, we will give you notice under Section 10.1 unless we are acting to comply with law, to follow a requirement of our bank partner, or to prevent loss or unlawful activity.

9. Dispute Resolution

1. 9.1 Arbitration agreement

   Please read the following arbitration agreement in this Section (the “Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Invoto, its parent companies, subsidiaries, affiliates, successors and assigns and all of their respective officers, directors, employees, agents, and representatives (collectively, the “Invoto Parties”) and limits the manner in which you can seek relief from the Invoto Parties. (a) Applicability of Arbitration Agreement. You agree that any dispute between you and any of the Invoto Parties relating in any way to the Site, the services offered on the Site (the “Services”) or these Terms will be resolved by binding arbitration, rather than in court, except that (1) you and the Invoto Parties may assert individualized claims in small claims court if the claims qualify, remain in such court and advance solely on an individual, non-class basis; and (2) you or the Invoto Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of these Terms and shall apply, without limitation, to all claims that arose or were asserted before you agreed to these Terms (in accordance with the preamble) or any prior version of these Terms. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against the Invoto Parties on your behalf. For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of these Terms. (b) Informal Dispute Resolution. There might be instances when a Dispute arises between you and Invoto. If that occurs, Invoto is committed to working with you to reach a reasonable resolution. You and Invoto agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Invoto therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Invoto that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to: support@invoto.com, or by regular mail to 1905 15th St #269, Boulder, CO 80302. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party's Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section. (c) Arbitration Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within 60 days after receipt of your Notice, you and Invoto agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMs' most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration; all other claims shall be subject to JAMS' most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS's rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.If the party requesting arbitration is represented by counsel, the Request shall also include counsel's name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.Unless you and Invoto otherwise agree, or the Batch Arbitration process discussed in Subsection 10.2(h) is triggered, the arbitration will be conducted in the county where you reside. Subject to the JAMS Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS Rules.You and Invoto agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties' attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. (d) Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve all disputes subject to arbitration hereunder including, without limitation, any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class or Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class or Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class or Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum's rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction. (e) Waiver of Jury Trial. EXCEPT AS SPECIFIED IN SECTION 10.2(A) YOU AND THE Invoto PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Invoto Parties are instead electing that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in Section 10.2(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. (f) Waiver of Class or Other Non-Individualized Relief. YOU AND Invoto AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 10.2(H) EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Subsection 10.2(h) entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class or Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Invoto agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Invoto from participating in a class-wide settlement of claims. (g) Attorneys' Fees and Costs. The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Invoto need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys' fees and costs. (h) Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Invoto agree that in the event that there are 100 or more individual Requests of a substantially similar nature filed against Invoto by or with the assistance of the same law firm, group of law firms, or organizations, within a 30 day period (or as soon as possible thereafter), the JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the JAMS, and the JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator's fees shall be paid by Invoto.You and Invoto agree to cooperate in good faith with the JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision. (i) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: 1905 15th St #269, Boulder, Colorado 80302, or email to support@invoto.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us. (j) Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Invoto as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction. (k) Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Invoto makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing Invoto at the following address: 1905 15th St #269, Boulder, Colorado 80302, or email to support@invoto.com. Unless you reject the change within 30 days of such change becoming effective by writing to Invoto in accordance with the foregoing, your continued use of the Site and/or Services, including the acceptance of products and services offered on the Site following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services or of the Site, any communications you receive, any products sold or distributed through the Site, the Services, or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Invoto will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.

10. General

1. 10.1 Changes to these Terms

   We may revise these Terms. If we make a substantial change, we will notify you by email to the address on your account and by posting notice on the Site. You are responsible for keeping that email address current. Continuing to use the Services after a change takes effect means you accept the revised Terms.

2. 10.2 Electronic communications

   The communications between you and Invoto use electronic means, whether you use the Site or send us emails, or whether Invoto posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Invoto in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Invoto provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

3. 10.3 Export

   The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Invoto, or any products utilizing such data, in violation of the United States export laws or regulations.

4. 10.4 Governing law

   These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Subject to Section 9, any claim that is not resolved by arbitration will be brought in the state or federal courts located in the State of Delaware, and you and Invoto consent to the jurisdiction of those courts.

5. 10.5 Entire agreement

   These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Invoto is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Invoto’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Invoto may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

6. 10.6 Disclosures

   Invoto is located at the address in Section 10.7. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

7. 10.7 Contact

   Invoto Inc.
   1905 15th St
   #269
   Boulder, CO 80302
   Telephone: (844) 660-1323
   Email: support@invoto.com

Effective: August 21, 2026