Effective 9/10/2025
PLEASE BE AWARE THAT SECTION 9 OF THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES OR CLAIMS BETWEEN YOU AND US. AMONG OTHER THINGS, SECTION 9 INCLUDES AN AGREEMENT TO ARBITRATE, WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES OR CLAIMS BETWEFEN YOU AND US WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 9 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 9 CAREFULLY.
UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 60 DAYS IN ACCORDANCE WITH SECTION 9.2 OF THIS AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US THROUGH BINDING, FINAL ARBITRATION, WITH LIMITED EXCEPTIONS, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR OTHER REPRESENTATIVE PROCEEDING OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
Please read this agreement (the “Agreement”) carefully and retain it for your future reference. This Agreement contains the general terms and conditions that govern your enrollment in and use of Arvest Direct Pay (the “Digital Portal”) made available to eligible customers by Arvest Bank (“Arvest”). When you use or access, or permit any other person(s) or entity(ies) to use or access the Digital Portal on your behalf, you agree to the terms and conditions of this Agreement. By using or accessing the Digital Portal, you acknowledge that you have read, understand, and agree to abide by the terms and conditions of this Agreement. If you do not agree to the terms and conditions set forth herein, you may not use or access the Digital Portal.
Additionally, you acknowledge or otherwise agree to comply with: (a) such other written requirements as we may provide in connection with the Digital Portal, including all terms and conditions contained in any account agreements, loan documents, cardmember agreements, and privacy policies (collectively, the "Other Documents"); and (b) all applicable state, federal and international laws and regulations. To the extent there is a direct and irreconcilable conflict between this Agreement and the Other Documents, the Other Documents shall control unless this Agreement specifically states otherwise.
This Agreement is not intended to modify the Other Documents and the Other Documents will continue to apply to your accounts. If this Agreement conflicts with any statements made by one of our employees or by our affiliates’ employees, this Agreement will govern. When using other services or features available through the Digital Portal but provided directly by third parties, your use of such services or features will also be governed by the agreements and other terms or conditions with such third parties governing use of those services or features.
We reserve the right to determine your eligibility for the Digital Portal, therefore, you may not be eligible for all the services described in this Agreement.
Account information and data is provided to you or in connection with any Digital Portal is a convenience and is not the official record of your account or its activity. Your account statement, furnished to you by us in a paper format, or electronically if you are enrolled, will remain the official record. Information provided within the Digital Portal is generally updated regularly, but is subject to adjustment and correction, and therefore should not be relied upon by you for taking, or forbearing to take, any action.
We may amend or change the terms of this Agreement or update, discontinue or modify any of the Digital Portal, or services or features to the Digital Portal (including adding additional/new services or features), at any time in our sole discretion. We will post the updated terms within the Digital Portal. We will provide you with advance notice of any such changes if required by law. We may, at our option, send you notice by email or by regular mail, unless the law requires a different method. Continuing to have a user profile with us (i.e., login credentials that provide access to the Digital Portal) (“User Profile”), or otherwise continuing to access or use the Digital Portal, after we have made such amendments, changes, new services or features available will be considered your agreement to the change or addition. To delete or otherwise cancel your User Profile, please contact Arvest customer service at (866) 952-9523.
Please access and review this Agreement regularly. If you find this Agreement unacceptable to you at any time, please discontinue your use of the Digital Portal.
You agree that by using the Digital Portal and any service made available through the Digital Portal, all notices or other communications which we may be required to give you arising from our obligations under this Agreement may be sent to you by any or all of the following methods, at our option: Any manner permitted by law including posting it on our website or on the Digital Portal; through electronic notice given to any email we have for you, any other email address or phone number you provide to us, sending a message to you in our secure message center, or sending mail to the current address we have on file for you.
You are responsible for obtaining, installing, maintaining and operating all software, hardware or other equipment necessary for you to access and use the Digital Portal (“Systems”) necessary for you to access and use the Digital Portal, up to date web-browsers and the best commercially available encryption, antivirus, anti-spyware, and Internet security software. You are additionally responsible for obtaining Internet services via the Internet Service Provider of your choice. You acknowledge that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet and you hereby expressly assume such risks.
You acknowledge that you are responsible for the data security of the Systems used to access the Digital Portal, and for the transmission and receipt of information using such Systems. We are not responsible for any errors or problems that arise from the malfunction or failure of the Internet or your Systems, nor are we responsible for notifying you of any upgrades, fixes, or enhancements to, or for providing technical or other support for your Systems. You will not use the Digital Portal, or its services and features, in any manner that interferes with the operation of the Digital Portal.
To prevent unauthorized access to your accounts and unauthorized use of the Digital Portal, you agree to protect and keep confidential your login credentials and other sensitive information. This includes Card numbers, account numbers, PINs, user IDs, Passwords, or other means of accessing your accounts via the Digital Portal. We may at our option change the parameters for your Password without prior notice to you, and if we do so, you will be required to change your Password the next time you access the Digital Portal.
The loss, theft, or unauthorized use of your login credentials and other sensitive information could cause you to lose some or all of the money in your bank accounts, plus any amount made available to you through overdraft services and credit accounts. It could also permit unauthorized persons to gain access to your sensitive personal and account information and to use that information for fraudulent purposes, including identity theft. If you disclose your login credentials and other sensitive information to any person or entity, including any employee or agent, you assume all risks and losses associated with such disclosure. If you permit any other person(s) or entity(ies), including any data aggregation service providers, to use the Digital Portal, or to access or use your login credentials and/or other sensitive information described in this section, you are authorizing any transactions and activities performed by them and are responsible for any transactions and activities performed from your accounts and for any use of your personal and account information by any person or entity to whom they may provide that personal and account information.
If you believe someone may attempt to use or has used the Digital Portal to access your accounts without your permission, that any of your Passwords or user IDs have been lost or stolen, or that any other unauthorized use of any of your accounts or a security breach has occurred, you agree to immediately notify us at (866) 952-9523.
ACCOUNT ACCESS THROUGH THE DIGITAL PORTAL IS SEPARATE AND DISTINCT FROM YOUR EXISTING ACCESS ARRANGEMENTS FOR YOUR ACCOUNTS. THEREFORE, WHEN YOU GIVE AN INDIVIDUAL THE AUTHORITY TO ACCESS ACCOUNTS THROUGH THE DIGITAL PORTAL, THAT INDIVIDUAL MAY HAVE ACCESS TO ONE OR MORE ACCOUNTS TO WHICH THAT INDIVIDUAL WOULD NOT OTHERWISE HAVE ACCESS OUTSIDE THE DIGITAL PORTAL. YOU ASSUME THE ENTIRE RISK FOR THE FRAUDULENT, UNAUTHORIZED OR OTHERWISE IMPROPER USE OF YOUR LOGIN CREDENTIALS. WE SHALL BE ENTITLED TO RELY ON THE GENUINENESS AND AUTHORITY OF ALL INSTRUCTIONS RECEIVED BY US WHEN ACCOMPANIED BY SUCH LOGIN CREDENTIALS, AND TO ACT ON SUCH INSTRUCTIONS.
We may, at our sole discretion, give you the option to enable login credentials or identity verification methods beyond your user ID and Passwords, such as biometrics, security keys, and syncable authenticators (e.g., passkeys) for certain services or features on our Digital Portal. We may also require specific identity verification methods for opening or transacting on your accounts to help keep your accounts safe and help prevent identity theft. You are responsible for understanding the requirements for each login credential or identity verification method. These requirements are provided when you are presented with these credentials or methods. You may also contact us at (866) 952-9523 for additional information.
The Digital Portal is typically available for your use 7 days a week, 24 hours a day. However, we may from time to time (i) perform maintenance on the Digital Portal or any service or feature on the Digital Portal or (ii) experience hardware, software, or other problems related to the Digital Portal, resulting in interrupted service, delays or errors in the Digital Portal.
Your ability to access the Digital Portal may be limited during periods of high volume, systems upgrades and maintenance or for other reasons. If the Digital Portal is not available for transactions or if conditions render its use inappropriate, you agree to use alternative means to conduct transactions or place your orders, such by calling us at (866) 952-9523 during our customer service department’s posted business hours. We will not be liable to you if you are unable to access the Digital Portal, or complete transactions through it.
TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, WE, OUR AFFILIATES, ANY OF OUR THIRD PARTIES, AND ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, AND AGENTS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT ARISE FROM, REGARD OR RELATE TO, OR RESULT FROM THE ACCESS TO, USE OF (OR INABILITY TO ACCESS OR USE), OR AVAILABILITY OF (OR LACK THEREOF) THE DIGITAL PORTAL AND ANY FEATURES AND/OR SERVICES PROVIDED ON THE DIGITAL PORTAL, REGARDLESS OF THE FORM OF THE ACTION AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE THAT WE MAY RELY ON THE PAYMENT DETAILS, INSTRUCTIONS, AND RECIPIENT DETAILS THAT YOU PROVIDE AND THAT WE, OUR AFFILIATES, AND OUR THIRD PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, OR EXEMPLARY DAMAGES FOR RESOLVING PAYMENT DISPUTES OR OTHER DISPUTES REGARDING SENDING, RECEIVING, OR REQUESTING MONEY THROUGH THE DIGITAL PORTAL AND ANY FEATURES AND/OR SERVICES PROVIDED ON THE DIGITAL PORTAL WE OFFER.
Any provision of this Agreement that limits our liability does not negate our duty (if any) under applicable law to act in good faith and with reasonable care. If any provision of this Agreement is determined to limit our liability in a way prohibited by applicable law, the provision will nevertheless be enforced to the fullest extent permitted under that law.
This Section 6 shall survive termination of this Agreement.
You represent, warrant, and covenant to us that:
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU UNDERSTAND AND AGREE THAT WE PROVIDE NO WARRANTIES REGARDING YOUR USE OF THE DIGITAL PORTAL. THE DIGITAL PORTAL INCLUDES INFORMATION, SOFTWARE, HARDWARE, CAPTURE DEVICES, PRODUCTS AND OTHER CONTENT (INCLUDING THIRD PARTY INFORMATION, PRODUCTS AND CONTENT) PROVIDED ON AN “AS IS” “WHERE-IS” AND “WHERE AVAILABLE” BASIS, AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO YOU. YOU ACKNOWLEDGE THAT WE AND ANY OF OUR THIRD PARTY SERVICE PROVIDERS MAKE NO WARRANTY THAT THE DIGITAL PORTAL WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE UNLESS OTHERWISE STATED ON THE DIGITAL PORTAL, SITE OR IN ANY APPLICABLE AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) AS TO THE DIGITAL PORTAL AND ALL INFORMATION, PRODUCTS, CAPTURE DEVICES, SOFTWARE, HARDWARE AND OTHER CONTENT (INCLUDING THIRD PARTY INFORMATION, PRODUCTS AND CONTENT) INCLUDED IN OR ACCESSIBLE FROM THE DIGITAL PORTAL OR SITES. NO LICENSE TO YOU IS IMPLIED IN THESE DISCLAIMERS.
PLEASE READ THIS SECTION 9 (THIS “ARBITRATION AGREEMENT”) CAREFULLY. YOU HAVE THE RIGHT TO OPT OUT OF THIS ARBITRATION AGREEMENT UNDER SECTION 9.2 BELOW.
Subject to the terms of this Arbitration Agreement, any disagreement, controversy, or claim, in any form, arising out of or relating to the Digital Portal and the Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that you and Arvest may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court. “Dispute” has the broadest possible interpretation permitted by law. However, the term “Dispute” does not include any disputes arising under any other agreements between you and us related to automobile financing or otherwise.
You have the right to opt out of this Arbitration Agreement by notifying us at Arvest Arbitration Correspondence, P.O. Box 663, Lowell, Arkansas 72745 (“Opt-Out Notice”) within 60 days after first becoming subject to this Arbitration Agreement. Your Opt-Out Notice must state that you want to opt out of this Arbitration Agreement, identifying the Arbitration Agreement by date; must provide your name, physical address, email address, and phone number; and must be electronically signed by you. No other methods can be used to opt out. An Opt-Out Notice will be effective only if you send it yourself, on an individual basis. Third-party opt-outs are invalid. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements, including any previous versions of this Arbitration Agreement to which you did not timely opt out.
If a Dispute arises, our goal is to work with you to reach a prompt, low-cost, and mutually beneficial resolution. If we are unable to do so, this Arbitration Agreement provides a neutral and cost effective means to resolve the Dispute quickly. You and we shall participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). To initiate an Informal Dispute Resolution, a party must give notice in writing to the other party (“Notice”). The Notice to Arvest must be sent to: Arvest Arbitration Correspondence, P.O. Box 663, Lowell, Arkansas 72745. Your Notice must include: (1) your name, telephone number, mailing address, and email address; (2) the name, telephone number, mailing address and email address of your counsel, if any; and (3) a description of the Dispute, a description of the remedy sought, and an accurate, good‐faith calculation of the amount in controversy. Arvest will send any Notice with a description of the Dispute to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date. You shall promptly notify us if, at any time during the Informal Dispute Resolution process, you become represented by counsel. The statute of limitations and any filing deadlines shall be tolled (meaning they will be paused) during an Informal Dispute Resolution.
The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. If Informal Dispute Resolution does not resolve satisfactorily within 45 days after receipt of a Notice, either party shall have the right to finally resolve the Dispute through binding arbitration.
The party initiating arbitration shall do so with the American Arbitration Association (“AAA”). The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the AAA (the “AAA Rules”). If you have any questions concerning the AAA or would like to obtain a copy of the AAA Rules, call 1 (800) 778-7879 or visit www.adr.org. If there is a conflict between the AAA Rules and this Arbitration Agreement, this Arbitration Agreement shall control to the extent of the conflict, subject to countervailing law.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, and email address of the party to this Agreement seeking arbitration; (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; (4) a statement certifying completion of the Informal Dispute Resolution process; and (5) a certification that the requesting party will pay any necessary filing fees in connection with such arbitration. Send your Demand to Arvest Arbitration Correspondence, P.O. Box 663, Lowell, Arkansas 72745. Arvest will provide the Demand to your email or mailing address on file.
If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, you and/or your counsel certify to the best of you or your counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b) (“Rule 11(b)”): (1) the Demand 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 (your “Certification”).
Unless you and Arvest otherwise agree, or if the Batch Arbitration process under Section 9.6 is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties. If AAA is not available, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA fee schedules (the “Fee Schedules”). 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, subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. At least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.
The arbitrator must be a retired judge or a licensed attorney and will be selected by the parties from AAA's roster. If the parties are unable to agree upon an arbitrator within 35 days of delivery of the Demand, then AAA will appoint the arbitrator in accordance with AAA Rules, provided that under Batch Arbitration, AAA, without soliciting input or feedback from any party, will appoint the arbitrator for each batch.
The arbitrator has exclusive authority to resolve any Dispute, including Disputes regarding the interpretation or application of the Arbitration Agreement, such as the enforceability, revocability, scope, or validity of the Arbitration Agreement, except that all Demands regarding Section 9.7 (including any claim that such Section is unenforceable, illegal, void or voidable, or that such Section has been breached) shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of any Dispute. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Unsatisfied judgments on the arbitration award may be entered in any court having jurisdiction.
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 Demand was frivolous or was brought for an improper purpose (consistent with Rule 11(b)). If an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with your Certification and Rule 11(b), the arbitrator shall impose sanctions and order the initiating party to reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules. If you or we 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 be entitled to recover from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration.
To increase the efficiency of administration and resolution of arbitrations, if there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Arvest by or with the assistance of the same law firm, group of law firms, or organizations (“Claimants’ Counsel”), within a reasonably contemporaneous period of time, for example, a 90 day period, AAA shall (1) administer the arbitration Demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, if there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). AAA shall administer all batches concurrently, if possible.
Demands 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 issue(s) and seek the same or similar relief. If the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise AAA, and AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (the “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 Demand promptly. Arvest shall pay the Administrative Arbitrator’s fees. You and Arvest shall cooperate in good faith with AAA to implement the Batch Arbitration process, including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, such as: (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 does not authorize or create a class, collective, and/or representative arbitration or action of any kind, except as expressly set forth in this Section 9.6.
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 WAIVE ALL RIGHTS TO HAVE ANY CLAIM BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE.
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 Section 9.7 affects the terms and conditions under Section 9.6. Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this Section 9.7 are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), 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 courts located in Arkansas, except as otherwise required by law, in which case it may be litigated in a court of competent jurisdiction. All other Demands shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Arvest from participating in a class-wide or mass settlement of claims.
THE PARTIES HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT UNDER ARBITRATION. THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE THEIR CONSTITUTIONAL, STATUTORY, AND ANY OTHER RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS SUBJECT TO VERY LIMITED REVIEW.
This Arbitration Agreement shall survive the termination of the Agreement. Except as provided in Section 9.7, if any portion or portions of this Arbitration Agreement (other than Section 9.6) is found under the law to be invalid or unenforceable, then such specific portion or portions shall be of no force and effect and shall be severed, and the remaining portions of this Arbitration Agreement shall continue in full force and effect. If Section 9.6 is found under the law to be invalid or unenforceable then the entire Arbitration Agreement shall be void, and all Disputes will be heard in the courts located in Arkansas to the maximum extent permitted by law and, otherwise, in a court of competent jurisdiction.
The Agreement evidences a transaction involving interstate commerce, and notwithstanding anything to the contrary, the Federal Arbitration Act (the “FAA”), will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration. The arbitrator will apply substantive law consistent with the FAA.
You agree not to attempt to log on to the Digital Portal from any country under sanctions by the Office of Foreign Assets Control (“OFAC”). Information regarding which countries are under sanctions may be obtained on the U.S. Department of the Treasury website. Any attempt to log on to the Digital Portal from one of these countries may result in your access being restricted and/or terminated.
Your privacy and the security of your information are important to us. Our Privacy Policy and Notice, as amended from time to time (available online at www.arvest.com), applies to your use of the Digital Portal. Our Privacy Policy and Notice, which includes details about our information sharing practices and your right to opt out of certain information sharing, were provided to you when you opened your account with us. This notice can be viewed by visiting www.arvest.com and navigating to our Privacy and Security section.
You acknowledge and agree that you are responsible for your conduct while using the Digital Portal and agree to indemnify, defend, and hold us, our affiliates, and each of our respective officers, directors, shareholders, employees and agents (the “Indemnified Parties”) harmless from and against any loss, claim, damage, liability, cost or expense of any kind (including reasonable attorneys’ and expert witness fees and expenses and all costs of investigation) (collectively, “Losses”) in connection with any third party claim resulting or arising from:
For purposes of clarity, if you are a business entity, the obligations under this Section 12 will extend to the acts and omissions of your employees, consultants, and agents.
We shall provide you with prompt notice of any third-party claims and shall reasonably cooperate with you in your defense of any such claims; provided, however, you shall have no authority to settle any claim against any Indemnified Party without the prior written consent of such Indemnified Party (which consent shall not be unreasonably withheld).
Your obligations under this Section 12 shall be in addition to any obligations contained in the Other Documents and shall survive termination of this Agreement.
In the event of a system failure or interruption, your data may be lost or destroyed. Any transaction(s) that you initiated, were in the process of completing, or completed shortly before a system failure or interruption should be verified by you through means other than the Digital Portal to ensure the accuracy and completeness of such transaction(s). Except as otherwise provided by law, you assume the risk of loss of your data during any system failure or interruption and the responsibility to verify the accuracy and completeness of any transaction(s) so affected. In addition, you will bear the entire risk of loss, destruction and damage to the Digital Portal from any cause whatsoever, and no such loss, destruction or damage shall impair any of your obligations hereunder which shall continue in full force and effect.
The Digital Portal offers a variety of content, products and services. We grant to you, for your personal or, if you are a business, internal business purposes only, a non-exclusive, non-transferable, limited and revocable right to access and use the Digital Portal, as well as any software, in object code. Any software provided through the Digital Portal must be downloaded by you in the United States. You agree not to use the Digital Portals or Services for any other purpose, including commercial purposes, such as co-branding, framing, linking, or reselling any portion of the Digital Portals without our prior written consent. To the extent we or our licensors make any software available to you via download on our website for use in conjunction with the Digital Portal, we hereby grant, and you hereby accept, for the term of this Agreement, a non-exclusive, non-assignable, non-transferable, limited right and license to use the proprietary computer software products in object code and any associated documentation (“Products”) for use only directly in conjunction with its permitted use of the applicable Service.
You acknowledge and agree that: (a) other than your electronic records stored by the Digital Portal, all content included in or available through the Digital Portal is the property of Arvest and/or third parties and is protected by copyrights, trademarks, or other intellectual and proprietary rights; (b) the compilation of all content on the Digital Portal is the exclusive property of Arvest and/or its licensors and is protected by copyright or other intellectual property rights; (c) the trademarks, logos, and service marks displayed on the Digital Portal (collectively, “Trademarks”) are the registered and unregistered trademarks of Arvest or third parties, and may not be copied, altered, modified, or changed; and (d) nothing contained on the Digital Portal should be construed as granting by implication or otherwise any license or right to use any Trademark without the express written permission of Arvest or the third party which has rights to such Trademark, as appropriate.
Except for the licenses granted to you under this Agreement, all rights, interest and title in and to the Digital Portal, associated content, technology, application, website(s) and Products, including any improvements, modifications, and derivative works, will at all times remain with us or our licensors, and you shall acquire no rights in the Digital Portal. Your use of the Digital Portal is subject to and conditioned upon your complete compliance with this Agreement. Without limiting the effect of the foregoing, any breach of this Agreement immediately terminates your right to use the Digital Portal.
Without limiting the foregoing, you may not use the Digital Portal (i) in any anti-competitive manner, (ii) for any purpose which would be contrary to our business interest, or (iii) to our actual or potential economic disadvantage in any aspect.
You shall use the Digital Portal solely for your personal or internal business purposes.
You may not, and will not allow or cause any third party to: (i) use the Digital Portal for any purpose that is illegal; (ii) decompile, reverse engineer, reverse compile, reverse-assemble, disassemble, attempt to derive the source code of, or modify, copy, or create derivative works of any portion of the Digital Portal; (iii) display, assign, sublicense, distribute, export, resell, or otherwise transfer any interest in this Agreement to any third party; (iv) remove any proprietary or intellectual property rights notices or labels on the Digital Portal; or (v) otherwise exercise any other right to the Digital Portal not expressly granted in this Agreement. We, or our licensors, own all right, title and interest, including all intellectual property rights (including all names, trade names, trademarks, service marks, slogans, logos or other indicia) in and to the Digital Portal. No license or other right in or to the Digital Portal is granted to you except for the rights specifically set forth in this Agreement.
Upon submission, any suggestion, idea, proposal or other material you provide to us becomes our property without limitation or further consideration.
You acknowledge that the Digital Portal constitutes a trade secret and/or trade secrets and represents significant economic and commercial value to us and/or our licensors and must be maintained as secret, confidential and proprietary. You agree that copyright legends borne by the Digital Portal in no way reduces the trade secret, proprietary and/or confidential nature thereof. You will take all reasonable steps to safeguard the Digital Portal to ensure that no unauthorized disclosure or use is made, in whole or in part, and will use at least the same degree of care to prevent the unauthorized use, disclosure or availability of the Digital Portal as you ordinarily use in protecting your own most valuable confidential and proprietary information. You will not remove or alter any copyright or other proprietary legends contained on the Digital Portal. This Section 15 shall survive termination of this Agreement.
The Digital Portal may contain third-party content and links to other third-party web sites or applications (collectively, “Linked Sites”). We are not responsible for, nor do we control, the content, products, or services provided by Linked Sites. We do not endorse or guarantee the products, information or recommendations provided by Linked Sites, and are not liable for any failure of products or services advertised on those sites. In addition, each third-party site may provide less security than we do and have a privacy policy different than ours. Your access, use and reliance upon such content, products or services is at your own risk.
We may terminate or suspend this Agreement, or terminate, suspend, restrict, or limit your access privileges to the Digital Portal, in whole or part, at any time for any reason or no reason without prior notice, including for reasons involving your use of the Digital Portal which we may deem to be illegal or potentially damaging to our reputation, when you no longer have an eligible account, or after we receive notice of death. We may determine other eligibility criteria and decline or prevent any or all transactions through the Digital Portal, each in our sole discretion. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Agreement for all purposes. Upon termination, you shall immediately discontinue use of the Digital Portal and delete any applicable copies. For the avoidance of doubt, we may (a) assign our interest in this Agreement, in whole or in part, to our successors or to any now-existing or future direct or indirect subsidiary of us or our affiliates or (b) assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or other third parties.
You may not assign this Agreement.
After this Agreement, the terms of this Agreement that expressly or by their nature contemplate performance after such termination will survive and continue in full force and effect. For avoidance of doubt, the provisions protecting our confidential information, requiring indemnification, setting forth limitations of liability, and concerning arbitration each, by their nature, contemplate performance or observance after this Agreement terminates.
We may waive or decline to enforce any of our rights under this Agreement without obligating ourselves to waive such rights in the future or on any other occasion. We may release any other person obligated under this Agreement without affecting your responsibilities under this Agreement.
The words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” Section headings that appear in this Agreement are for convenience purposes only and are intended to help you find information. They should not be construed as affecting the meaning of the Agreement.
In the event that any arbitrator, court, or tribunal of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, then only such provision shall be of no force and effect and shall be severed from this Agreement, and the remainder of this Agreement shall not be affected. To the extent permitted by law, the parties waive any provision of law which prohibits or renders unenforceable any provisions of this Agreement, and to the extent that such waiver is not permitted by law, you and we agree that such provision will be interpreted as modified to the minimum extent necessary to render the provisions enforceable.
All actions relating to your use of the Digital Portal and this Agreement will be governed by federal law, and to the extent state law applies, the laws and regulations of the state of [Arkansas], irrespective of conflict of law principles. You agree that any dispute arising under this Agreement or relating in any way to your relationship with us that is not arbitrated will be resolved in a federal or state court located in Arkansas and that you will be subject to such court’s jurisdiction.
Except where prohibited by law, you agree that you must file any lawsuit or arbitration against us within two (2) years after the claim arises unless federal or Arkansas law, or another agreement you have with us, provides for a shorter time. If federal or Arkansas law requires a longer time period than the time periods in this Agreement, you agree to the shortest time period permitted under the law.