Blend Agent Mobile Application Terms of Use

IMPORTANT NOTICE: DISPUTES ABOUT THESE TERMS AND THE BLEND SERVICES ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN THE “MANDATORY ARBITRATION AND CLASS ACTION WAIVER” SECTION BELOW.
PLEASE NOTE THAT YOUR USE OF AND ACCESS TO THE APPLICATION (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

These Terms of Use (the “Terms”) are a legal agreement between you and Blend Labs, Inc. and its subsidiaries, aliates, and divisions (collectively, “Blend”, “we”, “us”, and “our”). These Terms apply to the use of the Blend workspace platform, Blend Agent mobile application, Blend lender desktop application, Blend lender mobile application, and Blend banker workspace application (collectively, the “Blend Apps”) and the services we provide through our website and the Blend Apps, (collectively, the Blend Apps and the services available through them are the “Services”).

You acknowledge and agree that by accessing or using the Services, you, your heirs, and assigns (collectively “you”), indicate that you have read, understand, and agree to be bound by these Terms and to comply with all applicable laws and regulations. If you do not agree to these Terms, then you must stop accessing or using the Services. These Terms of Use are a legal agreement between you and Blend. The Terms include the provisions below, as well as those in the Blend Labs Privacy Policy for SAW, LO Mobile & Agent App. You acknowledge and agree that, by accessing or using the Services or by uploading or posting any content to the Services, you are indicating that you have read and understand, and agree to be bound by these Terms, including the practices disclosed in the Blend Labs Privacy Policy for SAW, LO Mobile & Agent App. If you do not agree to these Terms, then you have no right to access or use the Services.

We may, from time to time, modify these Terms, including the Blend Labs Privacy Policy for SAW, LO Mobile & Agent App. If so, we will post the updated Terms on the Apps. If you do not agree to, or cannot comply with, the modified Terms, you must stop using the Services. The updated Terms will take effect after their posting and will apply on a going-forward basis, unless otherwise provided in a notice to you, and except as provided in the “Mandatory Arbitration and Class Action Waiver” section of these Terms. Your continued use of the Services after any such update constitutes your binding acceptance of such changes.

If you have any questions, comments, or concerns regarding these Terms or the Services, please contact us at privacy@blend.com.

1. Eligibility and Scope

Eligibility. To use the Services you must be, and represent and warrant that you are, of legal age (18 years of age or older or otherwise of legal age in your jurisdiction, or, if you have parental consent, 13 years of age) and competent. If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). If Blend has previously prohibited you from accessing or using the Services, you do not have permission to access or use the Services.

Restrictions. You expressly agree that if you are located in any member state that is part of the European Economic Area or any member state that has adopted the General Data Protection Regulation, you are not permitted to use the Services.

2. Account Registration; Account Use

Account Registration and Confidentiality. You may be required to create an account to use parts of the Services. If so, during the registration process, you must select a user name and password and provide us with additional information. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your user name and password. We may assume that any communications we receive under your account have been made by you.

Unauthorized Account Use. You are responsible for any activity associated with your Blend Apps account, and for notifying us at privacy@blend.com if you become aware of any unauthorized access to your Blend Apps account. You understand and agree that we may require you to provide information to confirm your identity and help ensure the security of your Blend Apps account. Blend will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your Blend password or account, as a result of your use or misuse, with or without your knowledge, and regardless of whether you have or have not advised us of such unauthorized use. In such case, you will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Blend or a third party due to someone else’s use of your Blend Apps account.

3. Technical Requirements

Use of the Services may be available through a compatible mobile device with internet access and may require certain software. You agree that you are solely responsible for these requirements, including any applicable changes, updates, and fees associated with them, as well as for complying with the terms of your mobile device and telecommunications provider. BLEND MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO (A) THE AVAILABILITY OF A TELECOMMUNICATION PLATFORM FROM YOUR PROVIDER OR ACCESS TO A TELECOMMUNICATION PLATFORM FROM YOUR PROVIDER AT ANY TIME OR FROM ANY LOCATION; (B) ANY LOSS, DAMAGE, OR SECURITY INTRUSION OF THE TELECOMMUNICATION PLATFORM FROM YOUR PROVIDER; AND (C) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS IN CONNECTION WITH A TELECOMMUNICATION PLATFORM FROM YOUR PROVIDER.

4. Our Proprietary Rights

Intellectual Property Rights. The Services are owned and operated by Blend and contains material which is derived in whole or in part from materials supplied by Blend and its partners, as well as certain third parties, and are protected by copyright laws, trademarks, service marks and other intellectual property laws. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by Blend and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of Blend and such others. You agree to protect the proprietary rights of Blend and all others having rights in the Services during and after the term of these Terms and to comply with all reasonable written requests made by Blend or its suppliers and licensors of content or otherwise to protect their and others’ contractual, statutory, and common law rights in the Services. You agree to notify Blend immediately upon becoming aware of any claim that the Services infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic, or foreign, including without limitation rights in and to all applications and registrations relating to the Services shall, as between you and Blend, at all times be and remain the sole and exclusive property of Blend.

Use of Marks. You may not use any of Blend’s trademarks, trade names, service marks, copyrights, or logos in any manner which creates the impression that such items belong to or are associated with you or, except as otherwise provided herein, are used with Blend’s consent. You acknowledge that you have no ownership rights in or to any such items.

5. License and Prohibited Conduct

Your License. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Services only for your own internal, personal, or non-commercial use, and only in a manner that complies with all local, state, national, and foreign laws, treaties, regulations, and other legal requirements that apply to you or your use of the Services, including those relating to data security and data privacy. If your use of the Services is prohibited by applicable law, then you do not have authorization to use the Services. Blend is not responsible for unlawful uses of the Services.

License You Grant Blend. Anything you upload, share, store, or otherwise provide, including Submitted Information and Account Information, is content that you provide. In order to display your content on the Services, you grant us certain rights in that content. As such, you hereby grant Blend a license to translate, modify (for technical purposes, such as making your content viewable on a mobile device as well as a computer), reproduce, and otherwise act with respect to such content, in each case to enable us to enhance the operation of the Services, or to provide products or services to you through or in connection with the Services. You also grant Blend a license to aggregate and/or de-identify the information you provide, which Blend may use for improving the Services and developing business analytics, as discussed in our Blend Labs Privacy Policy for SAW, LO Mobile & Agent App. This is a license only; your ownership in the content you provide is not affected. You agree that the licenses you grant are royalty-free, perpetual, sub-licensable, irrevocable, and worldwide. In addition, please note that the foregoing licenses are subject to our Blend Labs Privacy Policy for SAW, LO Mobile & Agent App.

Prohibited Uses. Use of the Services for any illegal purpose, or any other purpose not expressly permitted in these Terms, is strictly prohibited. Without limitation, you will not:

• Use the Services to harass, abuse, or threaten any other person;
• Provide information that is unlawful, harmful, tortious, defamatory, libelous, or invasive of another’s privacy;
• Use the Services commercially, for benchmarking, or to compile information for a product or service;
• Copy, download (other than for personal use, or as otherwise expressly permitted by these Terms), modify, distribute, post, transmit, display, perform, reproduce, broadcast, duplicate, publish, republish, upload, license, reverse engineer, create derivative works from, or offer for sale any content or other information contained on or obtained from or through the Services by any means except as provided for in these Terms or with the prior written consent of Blend;
• Scrape, access, monitor, index, frame, link, or copy any content or information on the Services by accessing the Services in an automated way, using any robot, spider, scraper, web crawler, or any other method of access other than manually accessing the publicly available portions of the
• Services through a browser or accessing the Services through any approved API;
• Violate the restrictions in any robot exclusion headers of the Services, if any, or bypass or circumvent other measures employed to prevent or limit access to the Services;
• Post material that advocates illegal activity or discusses illegal activities with the intent to commit them (in either case as determined by Blend in our sole discretion);
• Upload or otherwise make available any material that contains any software, device, instructions, computer code, files, programs and/or other content or feature that is designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment (including without limitation any time bomb, virus, software lock, worm, self-destruction, drop-device, malicious logic, Trojan horse, trap door, “disabling,” “lock out,” or “metering” device, or any malicious code);
• Attempt to disable, overburden, or impair the proper working of the Services;
• Use the Services to distribute any other party’s intellectual property unless you have the right to do so, or remove or alter any copyright, trademark, or other proprietary notice contained on the Services;
• Make available trade secrets or other confidential or proprietary information, or provide any material that you do not have a right to make available under any law or under contractual or fiduciary relationships, including but not limited to insider information, or confidential or proprietary information learned or disclosed as part of employment relationships or under non-disclosure agreements;
• Falsely state or otherwise misrepresent your affiliation with a person or entity, or impersonate any person or entity;
• Frame, inline link, or similarly display the Services or any portion thereof;
• Violate these Terms or any guidelines or policies posted by Blend;
• Facilitate violations of these Terms or the Blend Labs Privacy Policy for SAW, LO Mobile & Agent App or any guidelines or policies posted by Blend; and/or
• Interfere with any other party’s use and enjoyment of the BSR and Platform.

Blend reserves the right, but not the obligation, in our sole and absolute discretion, to remove any information provided by you, block access to the Platform, and/or deactivate your Platform account for violation of these Terms.

6. Multi-Factor Authentication SMS Program

Blend’s SMS Program. If enabled, Blend’s multi-factor authentication (“MFA”) SMS program sends short messages containing a one-time password when you log in to the Blend Services. This program helps ensure that your personal information remains secure and is only visible to those who are granted access.

Canceling the SMS Program. You may cancel the SMS service at any time. Just text “STOP” to the short code. After you send the SMS message “STOP” to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from the short code, and you will no longer be able to log in to the Blend Services. If you want to join again, just text “START” to the short code and we will start sending SMS messages to you again.

Receiving Help. If you are experiencing issues with the SMS program, you can reply to the short code with the keyword “HELP” for more assistance.

Carrier Liability. Carriers are not liable for delayed or undelivered messages.

Message and Data Rates. Message and data rates may apply for any messages sent to you from us and to us from you. You will receive one message each time you log in to the Blend Services. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. Privacy. If you have any questions regarding privacy, please refer to the Blend Consumer Privacy Policy.

7. Legal Compliance

You acknowledge, consent, and agree that Blend may access, preserve, and disclose content you provide us if required to do so by law or in a good faith belief that such access, preservation, or disclosure is permitted by our Blend Privacy Policy for SAW, LO Mobile & Agent App or reasonably necessary or appropriate for any of the following reasons: (1) to comply with legal process (e.g., a subpoena, court order, or warrant); (2) to enforce these Terms; (3) to respond to claims that any content violates the rights of third parties; (4) to protect the rights, property, or personal safety of Blend, our agents and affiliates, our users, and the public; or (5) to address your requests. In addition, please note that Blend is not in the business of providing professional services or legal, tax, or other advice through or relating to the Services provided. Please consult your Financial Services Providers and/or professional advisors with questions relating to your use of the Services.

8. WARRANTIES AND DISCLAIMERS

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. BLEND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES CONCERNING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND WE WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY, OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF PRODUCTS OR SERVICES OFFERED OR PURCHASED THROUGH THE SERVICES. PRODUCTS AND SERVICES OFFERED OR PURCHASED (WHETHER OR NOT FOLLOWING SUCH RECOMMENDATIONS AND SUGGESTIONS) THROUGH THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND FROM BLEND OR OTHERS (UNLESS, WITH RESPECT TO SUCH OTHERS ONLY, PROVIDED EXPRESSLY AND UNAMBIGUOUSLY IN WRITING BY A DESIGNATED THIRD PARTY FOR A SPECIFIC PRODUCT OR SERVICE). THE SERVICES IS PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS DOWNLOADED AND USED AT YOUR SOLE DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, SOFTWARE, TECHNOLOGY, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BLEND OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY.
BLEND MAKES NO REPRESENTATION, WARRANTY, GUARANTEE, OR PROMISE THAT THE PRODUCTS OR SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS. DECISIONS MADE BY FINANCIAL SERVICES PROVIDERS AND OTHERS AS A RESULT OF THE INFORMATION COMPILED FROM AND ABOUT YOU THROUGH THE SERVICES ARE THE SOLE RESPONSIBILITY OF SUCH FINANCIAL SERVICES PROVIDERS AND OTHERS, AND ARE SUBJECT TO THE TERMS AND CONDITIONS OF SUCH FINANCIAL SERVICES PROVIDERS AND OTHERS.

9. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL BLEND BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION; (B) THE DECISIONS MADE BY FINANCIAL SERVICES PROVIDERS AND OTHERS AS A RESULT OF THE INFORMATION COMPILED FROM AND ABOUT YOU THROUGH THE SERVICES; OR, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO BLEND IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM.
In the event that you have a dispute with any third party, you agree that Blend is under no obligation to become involved on your behalf. You release Blend, and our officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way relating to such disputes and/or the Services. If you are a California resident, you hereby waive California Civil Code § 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” This release includes the criminal acts of others.

10. Exclusions and Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages such as above in Sections 8 and 9. Accordingly, some of the above limitations may not apply to you. If you are a New Jersey resident, or a resident of another state that permits the exclusion of these warranties and liabilities, the limitations in Sections 8 and 9 specifically do apply to you.

11. Indemnity

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD BLEND AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, AND REPRESENTATIVES (AND ALL SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING) HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS, MADE BY ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE SERVICES, YOUR CONNECTION TO THE SERVICES, YOUR VIOLATION OF THE TERMS, YOUR VIOLATION OF AN APPLICABLE LAW, YOUR SUBMISSION, POSTING, OR TRANSMISSION OF USER CONTENT TO THE SERVICES, AND/OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH DISPUTES, AND IN ANY EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

12. Third Party Links and Services

Blend has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of, or opinions expressed in, any third-party websites or by any third party that you interact with through the Services. In addition, Blend will not and cannot monitor, verify, censor, or edit the content of any third-party website or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service, and you acknowledge and agree that the terms and privacy policies of such third parties govern your interactions with and use of such websites and services.

13. Modification and Termination

Modification of Services. Blend reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof), with or without notice. You agree that Blend shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.

Termination. These Terms are effective unless and until terminated by you or us. We may, in our sole and absolute discretion, deny you access to all or part of the Services at any time for any or no reason at all, with or without notice to you. Grounds for such termination shall include, but not be limited to, (a) breaches or violations of these Terms or other agreements, (b) requests by law enforcement or government agencies, (c) discontinuance or material modification of the Services (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity, (f) activities related to protecting the rights, property, or safety of Blend, our agents and affiliates, or our users and the public, or (g) if you provide any information, including Blend Account Credentials or Submitted Information, that is false, inaccurate, out-of-date, or incomplete. If we terminate your right to access the Services, these Terms will terminate and all rights you have to access the Services will immediately terminate; however, certain provisions of these Terms will still apply post-termination, including without limitation, the “Mandatory Arbitration and Class Action Waiver” provisions. Termination of your account may also include, at Blend’s sole discretion, the deletion of your account and/or content.

14. MANDATORY ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Application. You and Blend agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section 15 is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.

Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action, you will contact us at privacy@blend.com, and provide a brief written description of the dispute and your contact information (including your username, if your dispute relates to an account). Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with each other, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the “Initial Dispute Resolution” provision above, then either party may initiate binding arbitration as the sole means to resolve claims, (except as provided in the “Exception: Litigation of Intellectual Property and Small Claims Court Claims” subsection below) subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms’ formation, performance, and breach), the parties’ relationship with each other, and/or your use of Blend shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions.

Arbitrator’s Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including, but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

Filing a Demand. To start an arbitration, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, Two Embarcadero Center, Suite 1500, San Francisco California 94111; and (c) send one copy of the Demand for Arbitration to us at: ATTN: Legal, Blend Labs, Inc., 415 Kearny Street, San Francisco, CA 94108.
To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Blend will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, Blend will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. Arbitration may take place in the county where you reside at the time of filing, unless you and we both agree to another location or telephonic arbitration.

Class Action Waiver. The parties further agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND BLEND AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Exception: Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations, or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

30-Day Right to Opt Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to at privacy@blend.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of (i) the Effective Date of these Terms; or (ii) your first date that you used the Services that contained any versions of the Terms that included this version of the mandatory arbitration and class action waiver, whichever is later. Otherwise you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, Blend also will not be bound by them.

Changes to This Section. Blend will provide thirty (30) days’ notice of any changes to this section by posting on the Services. Amendments will become effective thirty (30) days after they are posted on the Services or sent to you by email. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled “Mandatory Arbitration and Class Action Waiver”, and the court or arbitrator shall apply the first “Mandatory Arbitration and Class Action Waiver” section in existence after you began using the Services.

Survival. This “Mandatory Arbitration and Class Action Waiver” section shall survive any termination of your use of the Services.

15. Controlling Law and Severability

These Terms will be interpreted in accordance with the laws of the State of California, without regard to its conflict-of-law provisions. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. If any part of these Terms is considered invalid, it shall be enforced as effectively as possible while all other provisions remain in full effect.

16. General Terms

Force Majeure. Under no circumstances shall Blend or our licensors or suppliers be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond our reasonable control.

No Waiver; Severability. No waiver of any term of these Terms will be binding unless in writing. No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and the failure of Blend to exercise or enforce any right or remedy in these Terms does not waive that right or remedy. If an arbitrator or a court of competent jurisdiction finds any provision of these Terms to be invalid, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.

Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

Statute of Limitations. Except for residents of New Jersey, you agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services and/or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Miscellaneous. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and Blend and govern your use of the products and the Services provided by Blend, and supersede any prior agreements between you and Blend on the subject matter. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by Blend without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of Blend. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. These Terms will not be construed against the drafter. The section titles in these Terms are for convenience only and have no legal or contractual effect.

Notices. We may deliver notice to you by email, posting a notice on the Services, or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following email address: privacy@blend.com.

17. Contact Us

If you have any questions about these Terms, please contact us by email at privacy@blend.com.