These Terms and Conditions for the Trust Card, including all attached and referenced exhibits and appendices (collectively, this“Agreement”), sets forth the terms and conditions of the Trust Card (the“Card”), and is made and entered into by and between [Trust], a Delaware corporation (“Trust”), and the entity or sole proprietor which has requested or been issued a Card (“Cardholder,” “you” or “your”) as of the date Cardholder first uses or activates the Card (the “Effective Date”). Trust and Cardholder may each be referred to herein as a “Party” and collectively as the “Parties.”
ARBITRATION NOTICE: YOU ARE BOUND BY THE ARBITRATION PROVISION SET FORTH LATER IN THIS AGREEMENT. IF YOU ARE CONTRACTING WITH TRUST, THEN YOU AND TRUST WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1. The Card
The Card is a prepaid card. The Card allows you to access funds loaded onto your Card on your behalf by Trust. You may access the funds loaded on your Card by using your Card or card number. The Card is neither a credit card nor a gift card, and is not intended for gifting purposes. You will not receive any interest on funds on the Card. The funds loaded on your Card will expire within eight (8) weeks of Trust depositing the Balance on your Card. You may only use the Card through the expiration date of eight (8) weeks. If you attempt to use the Card after its expiration date, the transactions may not be processed. If there is a balance remaining on your Card upon expiration, the balance will be returned to Trust. Your Card does not constitute a checking or savings account and is not connected in any way to any other account you may have. The Card will remain the property of the issuer and must be surrendered upon demand by Trust. The Card is non transferable, and it may be canceled, repossessed, or revoked at any time without prior notice, subject to applicable law.
You agree that the Card will not be used for personal, family and household purposes and will only be used for business uses or purposes. You may not use the Card for illegal gambling or any other illegal transaction. We reserve the right to cancel, close or restrict use of the Card, including by refusing the processing of any transaction, if we believe you have violated this Agreement or any applicable law. Trust has the right to determine whether you qualify for the Card in its sole discretion, and may cancel or deny you a Card with or without cause, subject to law. Trust similarly may limit which merchants you may use the Card at (see Section 3 below for additional details).
2. Card Balance
Subject to and in accordance with the provisions of this Agreement, Trust will disburse to you an aggregate amount not to exceed $500 or other amount disclosed to you (the “Balance”). Subject to the terms of this Agreement and your compliance with the terms herein, the Balance will be deposited on the Card and made available to you in two increments: $250 upon the activation of the Card (“Initial Deposit”) and $250 on the first day of the 2nd calendar month that you are in possession of the Card (“Subsequent Deposit,” individually and collectively with the Initial Deposit, the “Deposit”). Trust is under no obligation to provide you with the Balance or any Deposit, and Trust may, in its sole and absolute discretion, with or without cause, refuse to provide you with either Deposit. Without limiting the generality of the foregoing, Trust will not provide you with a Subsequent Deposit if you violate the terms of this Agreement and may decline to provide the Subsequent Deposit if the Initial Deposit is not used within four (4) weeks at Approved Vendors. The Balance is non-recourse and you have no obligation to repay it; however, Trust encourages you to repay the Balance. Trust retains the right to deduct funds from your Card in order to correct an error or over-payment to you or for any other reasons. You hereby authorize the issuer of the Card to accept instructions from Trust to add or deduct funds from your Card, and, in the case of a deduction, to return those funds to Trust. If you have a dispute with Trust about the amount that Trust has instructed the issuer to load onto or deduct from your Card, you agree not to involve the issuer in that dispute and to resolve that dispute solely with Trust.
If you breach any term of this Agreement, you shall be liable for the entire Balance amount, all transactions (and corresponding payment amounts) initiated or conducted using the Card and any other amount owing and payable under or in connection with this Agreement.
If applicable, you will reasonably cooperate with Trust in completing and filing documents required under the provisions of any applicable tax law or under any other applicable law in connection with the making of any required tax payment or withholding payment, or in connection with any claim to a refund of or credit for any such payment. You are responsible and liable for paying all taxes associated with any Balance or transaction contemplated hereunder.
3. Use of the Card and Risk Monitoring
Subject to the terms of this Agreement, the Balance may only be accessed by you through the Card. You may only use the Card pursuant to the terms of this Agreement and the cardholder agreement governing the Card (the “Cardholder Agreement”). You agree to the terms and conditions of the Cardholder Agreement available at http://www.stripe.com/card-program/legal that are applicable to Authorized Users (as defined in the Cardholder Agreement). Trust may authorize you to transact business using the Card as an Authorized User (as defined in the Cardholder Agreement). You agree that you are liable for any breach of the Cardholder Agreement and shall indemnify and hold harmless Trust and its affiliates, and the officers, directors, members, employees, representatives, shareholders, agents and attorneys of such entities from and against any and all claims, actions, liability, judgments, damages, costs and expenses, including reasonable attorneys’ fees that may arise from (a) your actions or omissions in connection with the Card; (b) your breach of any terms of the Cardholder Agreement; or (c) any loss or theft of, or fraudulent transactions related to, the Card. You hereby waive any rights to dispute fraudulent or erroneous transactions related to the Card.
You agree that you will only use the Balance and Card at vendors and merchants approved by Trust and disclosed to you in writing from time to time (“Approved Vendors”). The Balance and Card may only be used for business purposes. You may only use the Card or Balance with Approved Vendors for eligible goods and services, including the purchase of advertisements from Approved Vendors, as determined by Trust and disclosed to you from time to time.
In an effort to manage Trust’s risk, Trust may monitor your transactions and Card use activity for high-risk practices or for fraudulent or unauthorized transactions. If Trust believes there is suspicious or unusual activity or any transaction that violates the terms of this Agreement, as each is determined in its sole discretion, Trust may temporarily suspend your Card. Trust may terminate or suspend your access to the Card at any time. Neither termination nor suspension shall affect your liability or obligations under this Agreement.
4. Linked Account
The term of this Agreement shall commence upon the Effective Date and shall continue in full force and effect for as long as the Card is in use. Notwithstanding anything to the contrary contained in this Agreement, either Party may terminate this Agreement for any reason upon no less than five (5) days’ prior written notice to the other Party. The expiration or termination of this Agreement for any reason shall not affect the obligations of the Parties through the date of such termination or expiration in accordance with this Agreement; or any rights of any Party to enforce any obligation of any other Party accrued through the date of such termination or expiration.
6. Representations, Warranties and Covenants
You represent, warrant and covenant that (a) you are either a corporation duly incorporated, a limited liability company duly formed, or a sole proprietorship, validly existing and in good standing under the laws of the jurisdiction of its formation, with the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as presently conducted; (b) you are duly qualified to conduct business and is in good standing in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary; (c) you have the authority and the right to enter into this Agreement and to perform its obligations hereunder and that its obligations hereunder are not in conflict with any obligation it has to any third party; (d) your entry into and performance under this Agreement shall not conflict with or cause a default under any other agreement to which it is a party, or it is bound in any manner that would materially and adversely affect its ability to perform its obligations hereunder; (e) you have complied, and will continue to comply with, all applicable laws and any written instructions of Trust; (f) you are not contemplating closing its business and have not commenced any case or proceeding seeking protection under any bankruptcy or insolvency law, or had any such case or proceeding commenced against it; (g) to the extent requested by Trust, you will deliver information to Trust regarding your business and financial condition; and (h) you will promptly give written notice to Trust of any action, suit, investigation or proceeding pending or threatened against You.
7. Limitation of Liability
UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, CONTRACT, NEGLIGENCE, TORTS OR STRICT LIABILITY, SHALL TRUST BE LIABLE FOR ANY GENERAL, DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES OR LOSSES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO: (A) THIS AGREEMENT; (B) YOUR USE OR A DELAY OR INABILITY TO USE THE CARD OR ANY THIRD-PARTY SERVICES; (C) ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ADVERTISED BY OR OBTAINED FROM TRUST; OR (D) ANY OTHER INTERACTIONS WITH TRUST, EVEN IF TRUST HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING DAMAGES. THIS WAIVER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, INTELLECTUAL PROPERTY INFRINGEMENT OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY RECORD.
YOU AGREE THAT IF THE FOREGOING IS UNENFORCEABLE, OR ANY DISPUTE, CLAIM, LAWSUIT OR COURT PROCEEDING IS PERMITTED UNDER THE AGREEMENT, THE AGGREGATE LIABILITY OF TRUST TO YOU FOR ALL CLAIMS OR DISPUTES ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES OR PRODUCTS OFFERED OR CONTEMPLATED HEREUNDER, INCLUDING THE CARD, OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, IS LIMITED TO THE GREATER OF: (I) THE AMOUNT YOU PAID TO TRUST UNDER THIS AGREEMENT AND (II) $100.
Without limiting your indemnification obligations under the Beta Services Terms, you agree to defend, indemnify and hold Trust, its affiliates, the Card issuer and each of their respective subsidiaries, affiliates, officers, directors, agents, service providers, partners, supplies, joint venturers, employees, and consultants (collectively, the “Indemnified Parties”) harmless from and against any damages, awards, judgments, settlement amounts, fines, penalties, losses, costs and expenses (including reasonable legal fees and expenses and costs of investigation) and other liabilities arising out of any lawsuit, action, claim, demand, administrative action, arbitration or other legal proceeding brought or asserted against any Indemnitee Parties as a result of or in connection with: (a) your action or omission, including your use of the Card; (b) violation of this Agreement or any applicable law by you; (c) any infringement or violation, or alleged infringement or alleged violation, of a third party’s intellectual property rights; or (d) your negligence or willful misconduct.
From time to time during the term of this Agreement, Trust may disclose or make available to you information about Trust’s business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to you at the time of disclosure; (c) rightfully obtained by you on a non-confidential basis from a third party; or (d) independently developed by you. You will not disclose Trust’s Confidential Information to any person or entity, except to the your employees who have a need to know the Confidential Information for you to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, you may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that you will first have given written notice to Trust and made a reasonable effort to obtain a protective order; or (ii) to establish your rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, you will promptly return to Trust all copies, whether in written, electronic, or other form or media, of Trust’s Confidential Information. Your obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to you; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
You acknowledge and agree that the services and products provided hereunder, including the Card (a) are a beta release offering; (b) may contain errors, bugs or other problems and therefore may not operate properly, be in final form or be fully functional; and (c) may contain (in Trust’s sole discretion) more or fewer features or different terms than subsequent releases or versions of the services or products provided hereunder. ALL SERVICES AND PRODUCTS ARE PROVIDED "AS IS" AND TRUST HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TRUST SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TRUST MAKES NO WARRANTY OF ANY KIND THAT ANY PRODUCTS OR SERVICES WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
(a) Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. Trust's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
(b) Force Majeure. In no event will Trust be liable to you, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Trust’s reasonable control, including acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
(c) Amendment and Modification; Waiver. Trust has the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the service or products contemplated by this Agreement with notice, to the extent required by law, that Trust, in its sole discretion, deems to be reasonable in the circumstances, including notice on its Website or any other website maintained or owned by Trust and identified to you. Any use of the Card or any service or product of Trust’s after Trust’s publication of any such changes shall constitute your acceptance of this Agreement as modified. No modification or amendment to this Agreement shall be binding upon Trust unless in a written instrument signed by a duly authorized representative of Trust.
(d) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties will negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(e) Exclusive Venue and Choice of Law. To the extent that this Agreement allows you or Trust to initiate litigation in a court, both you and Trust agree that all claims and disputes (whether contract, tort, or otherwise), including statutory claims and disputes, arising out of or relating to this Agreement or the use of the Card will be litigated exclusively in the United States District Court for the Central District of California. If, however, that court would lack original jurisdiction over the litigation, then all such claims and disputes will be litigated exclusively in the Superior Court of California, County of Los Angeles. You and Trust consent to the personal jurisdiction of both courts. Except to the extent they are preempted by U.S. federal law, the laws of California, other than its conflict-of-laws principles, govern this Agreement and any claims and disputes (whether contract, tort, or otherwise) arising out of or relating to these this Agreement or their subject matter.
(f) Interpretation. Section headings have been added for convenience of reference and will not be deemed part of this Agreement. For purposes of this Agreement, “will” and “shall” are intended to have equivalent meaning, and “including” will mean “including without limitation.”
(g) Survival. Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with its terms upon the termination of this Agreement. All representations and warranties made by you in this Agreement shall survive the execution and delivery of this Agreement.
12. Beta Test Terms
(a) You acknowledge and agree that the transaction contemplated herein is a beta test version that may contain bugs, defects and errors. You further acknowledge and agree that the Card is being supplied to you in advance of any full public release and without charge in exchange for your evaluation of the Card and related services. Trust has no obligation to correct any bugs, defects or errors in the services it provides or to otherwise support or maintain the products or services contemplated by this Agreement.
(b) You agree to provide Trust with periodic data and reports reasonably requested by it, including but not limited to: (i) a description of the results of your use and evaluation of the Card or the services or products of Trust, including any defects found in the services or products of Trust and any information necessary for Trust to evaluate such defects; and (ii) any recommendations by you for changes or modifications to the Card or Trust’s products or services. You agree that Trust shall have the right to use, in any manner and for any purpose, any information gained as a result of your use and evaluation of the Card or any services or products offered by Trust. Such information shall include but not be limited to changes, modifications, corrections and improvements to the services or products offered by Trust made by Trust at your suggestion. Trust will have the right to use, in its sole discretion, all such information, including (but not limited to) use by incorporation of such information into computer programs and documentation for assignment, license, or other transfer to third parties, without any duty to account to you.
(c) You agree that during the beta test period (which shall end upon Trust’s notice to you), you are prohibited from making any statements, whether public or private, written or oral, disparaging or criticizing Trust, the Card or the products or services of Trust, except you may directly provide Trust with feedback that otherwise may be disparaging. You further agree that you will not disparage any of Trust’s members, directors, officers, agents, or executives or otherwise take any action which could reasonably be expected to adversely affect the personal or professional reputation of Trust or any of its members, directors, officers, agents, or employees. You and Trust both agree that the non-disparagement clause in this subsection is material to this Agreement. Nothing in this Agreement shall preclude you from testifying truthfully as may be required by law.
13. Consent to Electronic Signatures and Communications
(a) By accepting this Agreement, you understand and agree that: (i) electronically signing and submitting any document(s) to Trust legally binds you in the same manner as if you had signed in a non-electronic form, and (ii) the electronically stored copy of your signature, any written instruction or authorization and any other document provided to you by Trust is considered to be a true, accurate and complete record, legally enforceable in any proceeding to the same extent as if such documents were originally generated and maintained in printed form. You agree not to contest the admissibility or enforceability of Trust’s electronically stored copy of this Agreement and any other documents.
(b) You understand that agreements, disclosures, notices, and other information regarding your Card, updates and changes to this Agreements, or other service agreements and other communications (collectively, “Communications”) may be provided to you electronically, and, by accepting this Agreement, you affirmatively consent and agree to receive all such Communications in an electronic form.
(c) Communications may be posted on the Trust websites, Trust’s mobile applicable made available to you, or delivered to your email address. You may print a paper copy of or download any electronic communication and retain it for your records. All Communications in electronic format will be considered to be “in writing,” and to have been received on the day of posting, whether or not you have received or retrieved the Communication. Trust reserves the right to provide Communications in paper format.
(d) Your consent to receive Communications electronically is valid until you revoke your consent by notifying Trust of your decision to do so by emailing Trust at firstname.lastname@example.org. If you revoke your consent to receive Communications electronically, from that time forward you will lose your ability to use your Card or receive services or products from Trust. You accept sole liability for any losses, liabilities, cost, damages and expenses resulting from such an involuntary termination of the Card, to the extent permitted by law. Any withdrawal of your consent will be effective after a reasonable period of time for processing your request.
(e) To access and retain electronic Communications, you will need a computer or mobile device with an operating system that supports the following (i) an internet connection; (ii) a current version of a web browser that Trust supports; (iii) a hard drive or other method of storing data; (iv) a valid, active email address; and (v) a current version of a program that displays PDF files.
Trust may update these requirements periodically in order to maintain its ability to provide electronic Communications.
(f) In the event that your e-mail address or other contact information changes, you must notify Trust of such changes immediately by emailing email@example.com.