Spend Terms of Use

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS WHICH INCLUDE BINDING ARBITRATION; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS OUR SERVICES IN ANY MANNER. SPEND RESERVES THE RIGHT TO AMEND THESE TERMS AND CONDITIONS AT ANY TIME WITHOUT NOTICE.

 

Spend Terms of Use

Effective date: 10/01/2018

Welcome to Spend.com. Please read on to learn the rules and restrictions that govern your use of our website(s) and mobile application(s) (“our Services”). If you have any questions, comments, or concerns regarding these terms or our Services, please contact us at support@spend.com.

These Terms of Use (the “Terms”) are a binding contract between you and Spend, Inc. (“Spend.com,” “we” and “us”). Your use of our Services in any way means that you agree and consent to all of these Terms, and these Terms will remain in effect while you use our Services.These Terms include the provisions in this document, as well as those in the Privacy Policy. You also agree to only use our services if you agree binding arbitration and to the Spend Virtual Currency Terms of Use, Spend Wallet Terms of Use, Spend Lender Agreement, Spend E-Sign Consent, Virtual Currency Risk Disclosures, Spend Wallet Terms of Use & Agreement, and our Spend Card Terms & Conditions.

Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on our website, by sending you an email, and/or by some other means.

If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use our Services. If you use our Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by us.

What about your privacy?

We take the privacy of our users very seriously. For our current Privacy Policy, please click here.

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for our Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at support@spend.com.

What are the basics of using our Services?

You may be required to sign up for an account, and select a password and user name (“Spend.com User ID”). You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Spend.com User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use our Services and your parent or guardian has agreed to these Terms on your behalf).

You will only use our Services for your own personal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws. If your use of our Services is prohibited by applicable laws, then you aren’t authorized to use our Services. We can’t and won’t be responsible for your using our Services in a way that breaks the law.

You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account. You agree to notify us immediately if an unauthorized party accesses or uses your account.

Your use of the Services is subject to the following additional restrictions:

You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use our Services or interact with our Services in a manner that:

  1. Infringes or violates the intellectual property rights or any other rights of anyone else (including us);
  2. Violates any law or regulation, including any applicable export control laws;
  3. Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
  4. Jeopardizes the security of your com account or anyone else’s (such as allowing someone else to log in to our Services as you);
  5. Attempts, in any manner, to obtain the password, account, or other security information from any other user;
  6. Violates the security of any computer network, or cracks any passwords or security encryption codes;
  7. Runs Maillist, Listserv, any form of auto-responder or “spam” on our Services, or any processes that run or are activated while you are not logged into our Services, or that otherwise interfere with the proper working of our Services (including by placing an unreasonable load on our Services’ infrastructure);
  8. “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to our Services or Content (through use of manual or automated means);
  9. Copies or stores any significant portion of the Content;
  10. Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to our

A violation of any of the foregoing is grounds for termination of your right to use or access our Services.

Are you allowed to use our Services outside of the United States & Canada?

Yes our Services are directed to and are intended to be made available and for the use of all persons worldwide other than OFAC restricted countries which are prohibited to, or use by, any person in any OFAC restricted country or any jurisdiction where such distribution or use would be contrary to violate US sanction laws or regulations or that would subject us to any registration requirement within such jurisdiction or country. You acknowledge and agree that you will be responsible for ensuring that any activity undertaken by you or other authorized users in any jurisdiction and with any person in whole or in part is in compliance with any and all applicable laws, rules, regulations, ordinances or interpretations or other similar national and international requirements of the country, state and province in which you are accessing and using our Services.

If you are a person from within in the United States or International, you may use our Services when traveling internationally. You may not use our Services when traveling internationally if you are visiting a country that is subject to a U.S. Government embargo, U.S. Government sanctions, or that has been designated by the U.S. Government as a “terrorist supporting” country. You may also not use our Services in connection with any party on a U.S. Government list of prohibited or restricted parties. As detailed above, by using our Services you agree to not violate any law or regulation.

By accessing or using our Services from outside the United States, you agree to the transfer of your information to the United States. Please note that your credit card agreement with the issuer of the Spend.com card or us contains terms regarding international transaction fees and fees for transactions in foreign currencies.

Consult your card agreement for more information.

What licenses are you being granted to use our Services?

You are granted a non-exclusive, non sub-licensable, non- transferable, personal, limited license to use our Services only on a computer or mobile device that you own or control, solely for your personal use and as expressly permitted herein. Certain software that we use to provide our Services has been licensed from third parties (each a “Third Party Licensor”) that are not affiliated with us. This limited right to use our Services is revocable in our discretion and our Third Party Licensors retain all right, title, and interest to their software.

We have no obligation to correct any bugs, defects or errors in our Services. We also have no obligation to otherwise support, maintain, improve, modify, upgrade, update or enhance our Services.

The materials displayed or performed or available on or through our Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through our Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including our) rights.

You understand that we own our Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of our Services.

Our Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!

Do you have to grant any licenses to Spend.com or to other users?

Anything you post, upload, share, store, or otherwise provide through our Services is your “User Submission.” All licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information. Please also note that any User Submission on a third-party social media social media platform including, but not limited to, Facebook®, Twitter®, YouTube® and LinkedIn® is subject to the Terms of Use and Privacy Policies of those respective platforms.

Please refer to the policies of those platforms to better understand your rights and obligations in regards to such User Submissions.

For all User Submissions, you hereby grant us a license to translate, modify (for technical purposes, for example making sure your Content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate our Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.

If you store a User Submission in your own personal Spend.com account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant us the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing our Services necessary to do so.

You agree that the licenses you grant are royalty-free, perpetual, sublicenseable, irrevocable, and worldwide, provided that when you delete your Spend.com account, we will stop displaying your User Submissions, but you understand and agree that it may not be possible to completely delete that Content from our records.

Finally, you understand and agree that we, in performing the required technical steps to provide our Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

What should you do if you believe there has been a violation of your intellectual property right?

DMCA Notice

If you believe that your intellectual property rights have been violated by something on our Services, please contact our Copyright Agent at Spend.com trademark@spend.com and provide the following information:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of or a representative list of the work you believe has been infringed;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  • Information reasonably sufficient to permit us to contact you;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly

Do we recommend a particular mobile device or cell phone carrier?

We do not recommend, endorse or make any representation or warranty of any kind regarding the performance of any particular mobile device or any particular telecommunications carrier. We may identify a mobile device or telecommunications carrier as compatible with our Services, but this identification does not constitute a recommendation, endorsement, representation of performance, or warranty. You are responsible for the selection of your mobile device and for all issues relating to the operation, performance, and cost associated with such device. You are also responsible for the selection of your telecommunications carrier and for all issues relating to the operations, performance, and cost associated with such carrier.

When you use our Services who is responsible for what you see and do?

Any information or Content publicly posted or privately transmitted through our Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk. We aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through our Services. We can’t guarantee the identity of any users with whom you interact in using our Services and are not responsible for which users gain access to our Services.

You are responsible for all Content you contribute, in any manner, to our Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with our Services.

Our Services may contain links or connections to third party websites or services that are not owned or controlled by us. When you access third party websites or use third party services, you accept that there are risks in doing so, and that we are not responsible for such risks.

We encourage you to be aware when you leave our Services and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.

We have no control over, and assume no responsibility for, the Content, information, accuracy, privacy policies, practices or opinions expressed in any third party websites or by any third party that you interact with through our Services. In addition, we will not and cannot monitor, verify, censor or edit the Content of any third party site or service. By using our Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.

Your interactions with organizations and/or individuals found on or through our Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this site, or between users and any third party, you agree that we are under no obligation to become involved. In the event that you have a dispute with one or more other users, you release us, 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 related to such disputes and/or our Services.

Will Spend.com ever change our Services?

We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of our Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of our Services. Similarly, we reserve the right to remove any Content from our Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

Do our Services cost anything?

Our Services are currently free, but we reserve the right to charge for certain or all Services in the future. We will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.

Please note that while our Services, as defined above, are currently free, you may be liable for interest and certain fees for use of your credit card pursuant to your credit card agreement with the issuer of the Spend.com card or with us. Consult your card agreement for more information. Please also note that you may be charged by your telecommunications carrier for utilizing their communications network to access our Services. We are not responsible for any such charges or fees. Please consult the terms and conditions you have with your telecommunications carrier for more information.

What if you want to stop using our Services?

You’re free to do that at any time, by contacting us at support@spend.com; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

We are also free to terminate (or suspend access to) your use of our Services or your account, for any reason in our discretion, including your breach of these Terms. We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to our rights or property.

If your account is terminated by either you or us, these Terms of Use, and other Spend.com policies, will continue to govern the relationship between you and us.

Additional Terms

Warranty Disclaimer: AS-IS

Neither we nor our licensors or suppliers make any representations or warranties concerning any Content or information contained in or accessed through our Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through our Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through our Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through our Services are provided “AS IS” and without any warranty of any kind from us or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). OUR SERVICES AND CONTENT ARE PROVIDED BY US (AND OUR LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF OUR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

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 WE (OR OUR LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR

  • 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, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO US IN CONNECTION WITH OUR SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (III) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity

To the fullest extent allowed by applicable law, you agree to indemnify and hold us and our affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of our Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law; Arbitration

You agree that these Terms are governed by and will be construed under the laws of the Province of Ontario, without regard to the conflicts of laws provisions thereof. You also agree that any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Ontario, Canada in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Ontario, Canada. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND SPEND.COM ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Loss of Service

Our Services are provided “as is” and without warranty. You acknowledge and agree that from time to time, our Services may be delayed, interrupted or disrupted for an indeterminate period of time. Such events may include, without limitation: server updates, software updates, power outages, equipment malfunctions, natural disasters, attacks on infrastructure by hackers or terrorists, and interruptions or delays in transmission by your telecommunications carrier. We and our affiliates are not liable for any claim arising from any such delay, interruption, disruption or similar failure. In no event will we or our affiliates be liable for indirect, consequential or special damages, including lost profits, arising from your use of our Service, even if such damages were reasonably foreseeable and notice was given regarding them. These limitations will apply to all causes of action, whether arising from breach of contract, tort (including negligence) or any other legal theory.

Miscellaneous

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with our Services, provided that we may, in our sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Spend.com agree that these Terms are the complete and exclusive statement of the mutual understanding between you and us, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Spend.com, and you do not have any authority of any kind to bind us in any respect whatsoever. Except as expressly set forth in the section below regarding the Apple specific terms and conditions, you and Spend.com agree there are no third party beneficiaries intended under these Terms.

Apple Specific Terms and Conditions

In addition to your agreement with the foregoing terms and conditions, you acknowledge and agree to the following provisions with respect to your use of the iPhone, iPad or iPod Touch compatible version of the licensed Spend.com Mobile Application (also called the “Licensed Application”).

This Licensed Application is an agreement between you and us. Our Licensed Application is available to our eligible consumer credit card members. Apple Inc. (“Apple”) is not a party to the Spend.com Mobile App Terms of Use agreement and does not own and is not responsible for the Licensed Application. Apple is not providing any warranty for the Licensed Application, except if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the Licensed Application and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the Licensed Application, including, without limitation, any third party product liability claims, claims that the Licensed Application fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the Licensed Application, including those pertaining to intellectual property rights, must be directed to us at the address provided in the ‘Contact Us’ section of the Licensed Application.

The license you have been granted herein is limited to a non- transferable license to use the Licensed Application on any iPhone, iPad or iPod Touch device that you own or control, as permitted by the Usage Rules set forth in the App Store℠ Terms of Service. In addition, you agree to comply with the terms of any third party agreement that is applicable to you when using the Licensed Application, such as your wireless data service agreement.

You hereby represent and warrant (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

You acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Terms of Use agreement and that, upon your acceptance of the terms and conditions of this Terms of Use agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Terms of Use agreement against you as a third party beneficiary thereof.

Apple, iPhone, iPad and iPod Touch are trademarks of Apple Inc., registered in the U.S. and other countries. Apple Watch is a trademark of Apple Inc. App Store is a service mark of Apple Inc.

Alphabet (Google/Android) Specific Terms and Conditions

In addition to your agreement with the foregoing terms and conditions, you acknowledge and agree to the following provisions with respect to your use of the Android compatible version of the licensed Spend.com Mobile Application (also called the “Licensed Application”).

This Licensed Application is an agreement between you and us. Our Licensed Application is available to our eligible consumer credit card members. Alphabet Inc. (“Alphabet”) is not a party to the Spend.com Mobile App Terms of Use agreement and does not own and is not responsible for the Licensed Application. Alphabet is not providing any warranty for the Licensed Application, except if applicable, to refund the purchase price for it. Alphabet is not responsible for maintenance or other support services for the Licensed Application and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the Licensed Application, including, without limitation, any third party product liability claims, claims that the Licensed Application fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the Licensed Application, including those pertaining to intellectual property rights, must be directed to us at the address provided in the ‘Contact Us’ section of the Licensed Application.

The license you have been granted herein is non-exclusive, worldwide, and perpetual to perform, display, and use the Licensed Application on the device. In addition, you agree to comply with the terms of any third party agreement that is applicable to you when using the Licensed Application, such as your wireless data service agreement.

You hereby represent and warrant (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

You acknowledge and agree that Alphabet and Alphabet’s subsidiaries are third party beneficiaries of this Terms of Use agreement and that, upon your acceptance of the terms and conditions of this Terms of Use agreement, Alphabet will have the right (and will be deemed to have accepted the right) to enforce this Terms of Use agreement against you as a third party beneficiary thereof.

Alphabet, Google, Google Play, Android and other marks are trademarks of Alphabet Inc., registered in the U.S. and other countries.

TERMS & CONDITIONS

Last updated: October 17th, 2018

Spend OÜ (“us” or “we” or “our” or “Spend”) is a company incorporated under the laws of Estonia

PLEASE READ THE TERMS & CONDITIONS SET OUT HEREIN (THE “TERMS & CONDITIONS”) CAREFULLY BEFORE USING THE SERVICES PROVIDED BY US. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS WHICH INCLUDE BINDING ARBITRATION; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS OUR SERVICES IN ANY MANNER.

  1. INTRODUCTION AND YOUR ACCEPTANCE OF THE TERMS & CONDITIONS

1.1. In these Terms & Conditions, “you”, “your” and “Client” means the person who uses the Website, the Platform or the Services.

1.2. In addition to the Terms & Conditions, you should also read carefully our Privacy Policy, which sets out how we collect and use your personal information.

1.3. When you use the Services via the website located at www.Spend.com or its related mobile application (collectively and individually the “Website”), the Terms & Conditions shall apply to you.

1.4. By registering with us and/or by using or accessing the Website, Services or Platform (as such terms are defined herein), you agree to be bound by the Terms & Conditions. As such, the Terms &Conditions constitute an agreement between you and us, and shall govern your use of the Website, Services and/or Platform at all times. If you do not agree to any of the provisions of the Terms & Conditions, you should immediately cease using the Website, Services and Platform.

  1. AMENDMENTS TO THE TERMS & CONDITIONS

2.1 We may from time to time amend, modify, update and change any of the provisions of the Terms & Conditions, including without limitation as a result of legal and regulatory changes, security reasons or changes to the Services.

2.2 Unless otherwise specified in the Terms & Conditions, we will notify you of any such amendment, modification, update or change by publishing a new version of the Terms & Conditions on the relevant page of the Website, or by notifying you by email, at our sole discretion. Unless otherwise specified in the Terms & Conditions, any new version of the Terms & Conditions will take effect 14 (fourteen) days after its publication on the Website (or earlier if required by any law, regulation or directive which applies to either us or you). Your continued use of the Services after this period will be deemed to constitute your acceptance of such new version of the Terms & Conditions.

2.3 We advise that you check for updates to the Terms & Conditions on a regular basis.

  1. VERIFICATION

3.1 We may, on registration of your account with us and at any time thereafter request that you provide us with your personal information, including but not limited to your name, address, telephone number, electronic mail address and date of birth, as well as your source of funds, financial standing and occupation. We may also verify your details, at any time, by requesting certain documents from you. These documents may typically include a government issued identity card, proof of address such as a utility bill, and proof of your payment method. In addition, we may request further information with respect to our anti-money laundering (“AML”) and know your client (“KYC”) obligations. In addition, we may request that copies of such documents are notarized at your own expense, meaning that the documents are stamped and attested by a public notary. Should the documents fail our internal security checks – for example, if we suspect that they have been tampered with, or are in any way proven to be misleading or misrepresenting – we shall be under no obligation to accept such documents as valid, and under no obligation to provide feedback on the exact nature of our findings with regards to these documents. In addition, we may request that you attend a video call to verify your identity. Spend may decide, at its sole discretion, to terminate your account and these Terms & Conditions, on the basis that such documents or verification provides a negative or uncertain conclusion or we suspect that you are not aged 18 or over.

3.2 We may also perform further background and verification checks on you and request any relevant documentation from you or from any third party for any reason, and for that purpose you hereby authorize us to, directly or indirectly (through third parties), make any inquiries we consider necessary to check the relevance and accuracy of the documents and information provided for verification purposes.

  1. THE SERVICES

4.1 Through the Website, you can receive the services of purchasing from us, or selling to us, Bitcoin, Litecoin and/or other virtual currencies available from time to time (collectively and individually the “Cryptocurrency”), in consideration for either FIAT Currency (as defined in Section ‎4.6 below) or other Cryptocurrency, as well as storing your cryptocurrencies in a cryptocurrency wallet offered by us (the “Services”).

4.2 The rate at which we sell or purchase Cryptocurrency shall be determined in accordance with Section ‎5 below.

4.3 Your use of the Services is subject to our KYC process and its completion to our satisfaction and we may save such data on our systems for future use and verification.

4.4 The minimum order size for either Cryptocurrency can be found on the Website. Any change in the minimum order size shall not be subject to Section ‎2.2, but shall take effect when published on the Website and your continued use of the Services will be deemed to constitute your acceptance of such change.

4.5 The fees we shall charge you on our sale or purchase of Cryptocurrency can be found on https://www.spend.com/fees (the “Fees”). Any change in the Fees shall not be subject to Section 2.2, but shall take effect when published on the Website and your continued use of the Services will be deemed to constitute your acceptance of such change.

4.6 Purchase of Cryptocurrency by you: following your opening of an account with us, you will be able to purchase Cryptocurrency from us, in exchange for USD, CAD, GBP, EUR or other government-issued currency, that is designated as legal tender in its country of issuance through government decree, regulation, or law as determined by us from time to time (collectively and individually the “FIAT Currency”). Following your payment of FIAT Currency being received by Spend, subject to the provisions of the Terms & Conditions, we shall deliver to your virtual wallet address opened with us, the Cryptocurrency bought by you.

4.7 Sale of Cryptocurrency by you: following your opening of an account with us and after opening a wallet with us, you will be able to sell Cryptocurrency to us, in exchange for FIAT Currency. Following your delivery of Cryptocurrency bought by us being received by Spend, subject to the provisions of the Terms & Conditions, we shall deliver to your designated bank account provided to us the FIAT Currency.

4.8 You acknowledge and agree that it is at our sole discretion whether to: (i) provide you with the Services; and/or (ii) reverse any of your orders and/or transactions. For example: in order to provide liquidity for its users, Spend trades cryptocurrencies with other cryptocurrency exchanges. In the event of insufficient liquidity of a certain Cryptocurrency, Spend may decline or reverse your order for purchasing such Cryptocurrency.

4.9 You acknowledge that certain limits may apply to the sale of Cryptocurrency to you or the purchase of Cryptocurrency from you, as the case may be, in accordance with our policies, including without limitation with respect to the volume and our KYC process. We reserve the right to change such limits in our sole discretion. Such limits, for example, may set by order per day and/or per month.

4.10 We reserve the right to refuse to process, or to cancel or reverse, any purchase of Virtual Currencies from us or sale of Cryptocurrency to us, as the case may be, in our sole discretion (for reasons which include but are not limited to you possessing insufficient FIAT Currency or Cryptocurrency, as the case may be, and/or if our transfer of Cryptocurrency or FIAT Currency, as the case may be, is not possible) and even after funds or Cryptocurrency, as the case may be, have been debited from your account.

4.11 We may suspend, modify, remove or add to the Services at any time.

4.12 Spend has no obligation to check whether users are using the Services in accordance with the Terms & Conditions, as updated from time to time. You acknowledge that it is solely your responsibility to ensure that you are aware of the correct and current provisions of the Terms & Conditions and of any amendments or updates made thereto and you should regularly check the Terms & Conditions.

4.13 You may not use the Services or the Website in a manner prohibited by any laws or regulations which apply to you.

4.14 Without prior notification to you, we may suspend or block your access to the Services and/or the Platform at any time, including without limitation in the following cases: (i) the emergence of technical failures in the Platform until their elimination, replacement or the completion of the relevant maintenance work or replacement; (ii) we suspect that your account is not being used by you, but by a third party, until circumstances are clarified; or (iii) in the case of additional verification procedures, as well as analysis of your activity, within the framework of AML.

  1. SALE PRICE OF CRYPTOCURRENCY

5.1 All sale prices of Cryptocurrency shall be quoted in FIAT Currency as determined by Spend.

5.2 You hereby understand and agree that any price or rate of Cryptocurrency which appears on the Website, at which we sell or purchase Cryptocurrency, is accurate for that moment alone, due to the highly volatile nature of the price of Cryptocurrency and the period of time required for completing the transaction. Such period of time may vary depending on the method of payment and the third-party payment processors which are used by you or by us, as the case may be. The Final Price of your transaction (the “Final Price”) will be the transaction rate which appears on the Website upon Execution and as stated in the order transaction summary, subject to the deduction of the Transaction Fee.

5.3 You understand and agree that the Final Price may be either higher or lower than any other rate which was previously available on the Website, in accordance with value fluctuation which may occur, that this may change either in your favour or in ours, and that we have no control whatsoever on such change.

  1. EXECUTION OF YOUR ORDERS

6.1 Any order by you to purchase Cryptocurrency from us,or to sell Cryptocurrency to us, shall be considered as pending and not completed until our receipt of funds/Cryptocurrency confirmation (as applicable) as described below (the “Payment Confirmation” or “Delivery Confirmation”, as the case may be) and shall not be binding on us in any way whatsoever until such Payment Confirmation or Delivery Confirmation is received by you.

  • 1.1 With respect to FIAT Currency payments made by you to us using a credit/debit card, our receipt of confirmation of payment from your credit/debit card company;
  • 1.2 With respect to FIAT Currency payments made by you to us using any other method (e.g. bank transfer), the actual receipt of FIAT Currency in our account.
  • 1.3 With respect to delivery of Cryptocurrency made by you to us, the actual receipt of Cryptocurrency in our designated electronic wallet.

6.2 As soon as reasonably practicable after Payment Confirmation or Delivery Confirmation, as the case may be, and subject to your completion of our KYC process to our satisfaction, we shall execute your order at the Final Price (the “Execution”).

6.3 Upon Execution of your purchase order of Cryptocurrency, the relevant Cryptocurrency shall be delivered by us to your designated cryptocurrency wallet. Upon Execution of your sale order of Cryptocurrency, the relevant funds shall be delivered by us to your account. You should note that although we will attempt to transfer the Cryptocurrency or the funds (as the case may be) as soon as possible, in certain instances the transfer may take some time.

6.4 Upon Execution, we shall provide you, either on the Website, through email or otherwise, a transaction confirmation, stating the Final Price and other details regarding the Execution (the “Transaction Confirmation”). You agree that the Transaction Confirmation shall be final and binding on you.

6.5 In rare circumstances, Spend reserves the right to either cancel your order or offer you a different price for the Services. In the event we cancel your order, if we have already received FIAT Currency from you with regards to such order, we will, subject to applicable law and regulation, refund such funds to you after deduction of any cost or expense we incur with regards to such transfer, including without limitation any bank charges, currency exchange charges and/or payment processing charges. The provisions of this Section ‎6.5 will apply for any return of Cryptocurrency already received from you prior to cancellation of your order, from which the then-current equivalent amount of Cryptocurrency to such costs and expenses shall be deducted from such return.

6.6 Other than at our sole discretion, you cannot cancel, reverse, or change any transaction or order. If your payment to purchase Cryptocurrency from us is not successful or if your payment method has insufficient funds, you agree that Spend, in its sole discretion, may: (i) cancel the transaction; (ii) fulfil a portion of that transaction; or (iii) debit your other payment methods, in any amount necessary to complete the transaction.

  1. LEGAL AGE AND RESTRICTED TERRITORIES

7.1 The Services are only available to individuals who are at least 18 years old (and at least the legal age in their jurisdiction). You represent and warrant that if you are an individual, you are at least 18 years old and of legal age in your jurisdiction to form a binding contract, and that all registration information you submit is accurate and truthful. Spend reserves the right to ask for proof of age from you and your account with Spend may be suspended until satisfactory proof of age is provided.

7.2 You may not use the Services, Platform and/or the Website if you are located or are a resident of a geographic area in which access to or use of the Services, the Website and/or the Platform is prohibited by applicable law, decree, regulation, treaty, or administrative act, including without limitation the following territories: Kuwait, Qatar, Saudi Arabia. Serbia, Turkey, United Arab Emirates, Bahrain, Bangladesh, Egypt, Ethiopia, Jordan, Lebanon, Libya, Mali, Mauritius, Morocco, Oman, Somalia, Sri Lanka, Trinidad & Tobago, Tunisia, Afghanistan, Algeria, Indonesia, Malaysia, Nigeria, Democratic Republic of Korea (North Korea), South Sudan, Sudan, Yemen, Iran, Iraq, Occupied Palestinian Territories, Pakistan, Syria, Vanuato, Ethnic groups of Caucasus belonging to Russian Federation (Chechens, Lesgid, Ossetians, Ingushes, etc.) (“Restricted Territories”). Certain partial restrictions may apply to additional geographic areas, as shall be notified by us from time to time. The Restricted Territories list may change from time to time for reasons which include but are not limited to licensing requirements and any other legal and regulatory changes.

7.3 Without derogating from Section ‎7.2, you shall not use the Services where it is prohibited by law or regulation.

7.4 You understand and accept that Spend is unable to provide you with any legal advice or assurances in respect of your use of the Services and Spend makes no representations whatsoever as to the legality of the Services in your jurisdiction. Please verify the relevant laws in your jurisdiction before registering with Spend and using the Services.

  1. THE ACCOUNT

8.1 Your account shall be opened, maintained and used for your sole personal use only and shall not be used for any professional, business or commercial purpose. You acknowledge that multiple or linked accounts are not allowed.

8.2 You may only access the Website and use the Services via your own account and you may never access the Website or use the Services by means of another person’s account.

8.3 Spend may, at any time, set off any amount of Cryptocurrency owed by us to you against any amount of FIAT Currency owed by you to us, or vice versa, whether in Cryptocurrency or in FIAT Currency.

8.4 All official communication (requests, notifications and other information addressed to you) shall be sent to your account unless otherwise stated herein. Spend shall not be responsible for unanswered requests that were directed to Spend through other means of communication.

8.5 Spend shall not be responsible for damage and/or loss caused by the unauthorized use of the Website, Platform and/or Services due to information security system malfunction, unless such security malfunction is caused by Spend’s gross negligence or wilful misconduct.

8.6 Spend shall not be responsible if the information associated with the use of the Website, Platform and/or Services by the Client becomes known to a third party as a result of accessing the information through means of communication that are beyond Spend’s control.

  1. INTELLECTUAL PROPERTY

9.1 You may only install and use the software connected to the Website (the “Platform”) and all content derived from the Platform, including without limitation the patents, copyrights, design rights, trademarks and any other intellectual property rights in the Platform, in connection with the Services, for your personal and non-commercial use and in accordance with the Terms & Conditions. The Platform’s code, structure and organization are protected by intellectual property rights. You must not: (i) copy, interfere with, tamper with, redistribute, publish, reverse engineer, decompile, disassemble, amend, modify, translate or make any attempt to access the source code to create derivative works of the source code, or otherwise; (ii) sell, assign, sublicense, transfer, distribute or lease the Platform; (iii) make the Platform available to any third party through a computer network or otherwise; (iv) export the Platform to any country (whether by physical or electronic means); or (v) use the Platform in a manner prohibited by any laws or regulations which apply to the use of the Platform (collectively the “Forbidden Practices”).

9.2 You will be liable to us for any damage, cost or expense we suffer or incur that arise out of or in connection with your committing any of the Forbidden Practices. You shall notify us as soon as reasonably possible after becoming aware of the commission by any person of any of the Forbidden Practices and shall provide us with reasonable assistance with any investigation we may conduct in light of the information provided by you in this respect.

9.3 The brand names relating to the Website and any other trademarks, service marks and/or trade names used by us either on our own behalf from time to time (the “Trademarks”) are owned by us or our licensors. In addition to the rights in the Trademarks, we and/or our licensors own the rights in all other content of the Website (the “Content”). By using the Services, you shall not obtain any rights in the Trademarks or the Website Content and you may use the Trademarks and Content only in accordance with the provisions of the Terms & Conditions.

  1. CLIENT’S REPRESENTATION

You confirm to us the following:

10.1 You are 18 years of age or older (and at least in the legal age in your jurisdiction), you are of sound mind and you are capable of taking responsibility for your own actions.

10.2 You have full power and capacity to agree to and accept these Terms & Conditions.

10.3 We have not previously terminated an account that you have held with us or rejected your registration with us.

10.4 All details provided by you to us, either during the registration process or at any time afterwards (including as part of any use of the Services), are true, current, accurate, complete and not misleading and, as appropriate, match the name(s) on the credit/debit card(s) or other payment accounts to be used to transfer or receive FIAT Currency. Any attempt to use other means of payment shall be considered fraudulent.

10.5 In the event of any changes to details previously provided by you to us, you will promptly update your details through the appropriate section on the Website. Please note that any change to your details may prompt initiation of additional KYC requirements.

10.6 Your account with Spend is solely for your benefit. You shall not allow any third party (including a relative) to use your account, password or identity to access or use the Services or the Platform and you shall be fully responsible for any activities undertaken on your account by a third party. You will not reveal your account username or password to any person and you shall take all steps to ensure that such details are not revealed to any person. You shall inform us immediately if you suspect that your account is being misused by a third party and/or that any third party has access to your account username or password, so that we may investigate such matter, and you will cooperate with us, as we may request, in the course of such investigation.

10.7 You are responsible for the security of your private key, username and password on your own PC or internet access location. If this username password combination is “hacked” from your computer due to any viruses or malware that is present on the computer that you access your account with, this is your sole responsibility. You should report immediately to Spend any possible hacking attempts or security breaches from your computer terminal.

10.8 That your use of the Services, Platform and the Website is at your option, discretion and risk.

10.9 You are solely responsible for recording, paying and accounting to any relevant governmental, taxation or other authority for any tax or other levy that may be payable on any amounts transferred to you or which you receive with respect to your use of the Services.

10.10 You are responsible for obtaining access for your device to telecommunications networks and the Internet and for acquiring any other consents and permissions required for your device to connect with the Website, Platform and the Services.

10.11 In order to purchase Cryptocurrency from us or to sell Cryptocurrency to us, you must open your personal cryptocurrency wallet address. It is your responsibility to ensure that the address is both accurate and complete and we will have no obligation whatsoever to verify the accuracy and completeness of the address. In the event that you provide us with incorrect or incomplete address or you have failed to update your address and as a result your Cryptocurrency is paid to, or transferred from, an incorrect wallet, we shall not be liable to you for any such Cryptocurrency. However, if we are not able to credit the Cryptocurrency to you, we reserve the right to subtract from the Cryptocurrency due to you an amount to reflect the required investigation and additional work created by your having provided incorrect or incomplete details.

10.12 You will only open one account with us. Any additional account may be suspended.

10.13 That the personal virtual wallet address to which we transfer Cryptocurrency, belongs and is owned by you.

10.14 You may not use the Website, Platform or the Services for any unlawful, criminal or fraudulent activity or any prohibited transaction (including money laundering) under the laws of any applicable jurisdiction.

10.15 The Cryptocurrency which you purchase from us, or the FIAT Currency received from us in consideration for the Cryptocurrency that you sell to us, will not be used for any unlawful, criminal or fraudulent activity or any prohibited transaction under the laws of any applicable jurisdiction.

10.16 The FIAT Currency or the Cryptocurrency which we receive from you has not been derived from any unlawful, criminal or fraudulent activity or any prohibited transaction under the laws of any applicable jurisdiction.

10.17 That you are aware that the prices of Cryptocurrency displayed on the Website are not final and that the Final Price is binding upon you.

10.18 You will use the Services, Platform and the Website in accordance with all applicable laws, regulations and directives.

10.19 That you understand that Spend shall be entitled to inform relevant authorities, other online service providers and banks, credit card companies, electronic payment providers or other financial institutions (together “Interested Third Parties”) of your identity and of any suspected unlawful, fraudulent or improper activity and that you will cooperate fully with Spend to investigate any such activity. For avoidance of doubt, your failure to cooperate with Spend with regard to such investigation may result in immediate suspension of your account pending the outcome of any investigation results.

10.20 You will not open an account with us for any other person or in a name other than your personal legal name.

10.21 You agree that, in the event that the Website, Platform or Services fail to operate correctly as a result of, but not limited to, any delay, malfunction or interruption in operation or transmission, any loss or corruption of data or communication or lines failure, any person’s misuse of the Website or its contents or any error or omission in content or any other factors beyond our control:

  • 21.1 Spend will not be responsible for any loss, including without limitation loss of profits, that may result therefrom; and
  • 21.2 if any such error results in an increase of the Cryptocurrency or FIAT Currency amount owed or paid to you by Spend, you shall not be entitled to the Cryptocurrency or FIAT Currency in excess due to such increase. You shall immediately inform Spend of the error and you shall immediately repay any such increase, transferred to you in error, to Spend (as directed by Spend), or alternatively Spend may, at its discretion, deduct an amount equal to such increase from any FIAT Currency or Cryptocurrency paid to you by Spend.
  1. PAYMENT TRANSACTIONS AND FRAUD

11.1 You are fully responsible for paying all FIAT Currency, and for delivering all Cryptocurrency, owed to us by you. We may cease to provide the Services or withhold payment to certain clients, for any reason whatsoever including without limitation the type of credit/debit card used for payment.

11.2 We reserve the right not to credit wire transfers to you until Spend can properly identify and authenticate your identity or payment account (as applicable).

11.3 We may use third party electronic payment processors and/or financial institutions to process payments made by and to you in connection with your use of the Services. If we reasonably believe that a fraudulent payment is being made or received, including use of stolen credit/debit cards, or any other fraudulent activity (including without limitation any chargeback or other reversal of a payment), we reserve the right to close a client’s account, terminate the Terms & Conditions and reverse any pay-out. We shall be entitled to inform any relevant authority or entity (including credit reference agencies) of any payment fraud or otherwise unlawful activity and may employ collection services to recover payments. We shall not be liable for any unauthorized use of credit/debit cards, irrespective of whether the credit/debit cards were reported stolen.

11.4 You agree to keep a copy of credit/debit card transaction receipts for a period of minimum 3 (three) months following any transaction made by you with us.

  1. DISPUTES

12.1 You understand and agree that Spend records shall be the final authority in determining your use of the Services and you shall have no right to dispute Spend’s decisions in regard to such matters.

12.2 No claims or disputes will be considered if more than 7 (seven) calendar days following the date of the original transaction have lapsed. You hereby undertake to raise such claims or disputes with the customer service department at help@spend.com and to provide Spend with all the relevant information or evidence which Spend reasonably requires to review your claim or dispute.

12.3 Spend’s customer service department will review your claim and provide you with its decision within 21 (twenty one) business days of submission of your claim or dispute.

12.4 If you do not agree with Spend’s decision, you should contact our customer service manager to appeal Spend’s decision and promptly provide Spend with all the relevant evidence in relation to your appeal.

12.5 The customer service manager will review your appeal and provide you with Spend’s final and binding decision within 14 (fourteen) business days.

12.6 If you are located in any EU member state, you can refer a payment transaction dispute through the European Commission’s Online Dispute Resolution Platform at http://ec.europa.eu/consumers/odr/.

12.7 ALL DISPUTES THAT ARE UNABLE TO BE HANDLED BETWEEN THE CLIENT AND SPEND WILL BE REQUIRED TO GO THROUGH ARBITRATION BASED ON ESTONIAN LAW AND ESTONIAN ARBITRATION COURTS. YOU WAIVE YOUR RIGHTS TO ANY CLASS ACTION SUITS AGAINST SPEND AND IT’S AFFILIATES, SERVICE PROVIDERS, AND PARTNERS

  1. RISKS

13.1 Spend shall not be responsible for any damage or loss incurred by you as a result of the Services. By accepting the Terms & Conditions, you acknowledge that you have fully read and understood and are aware of the possible risks related to the Services.

13.2 You confirm that you understand and agree that the risks associated with the Services are acceptable by you, taking into account your objectives and financial capabilities.

13.3 You acknowledge that purchasing or selling Cryptocurrency carry significant risk. Prices can fluctuate on any given day. Because of such fluctuations, Cryptocurrency may gain or lose value at any time. Cryptocurrency may be subject to large swings in value and may even become absolutely worthless. Cryptocurrency trading has special risks not generally shared with official currencies, goods or commodities in a market. Unlike most currencies, which are backed by governments or other legal entities, or commodities such as gold or silver, Cryptocurrency is a unique kind of currency, backed by technology and trust. There is no central bank that can take corrective measures to protect the value of Cryptocurrency in a crisis or issue more currency.

13.4 You acknowledge and agree that Spend does not act as a financial advisor, does not provide investment advice services, and any communication between you and Spend cannot be considered as an investment advice. Without prejudice to our foregoing obligations, in asking us to enter into any transaction, you represent that you have been solely responsible for making your own independent appraisal and investigations into the risks of the transaction. You represent that you have sufficient knowledge, market sophistication and experience to make your own evaluation of the merits and risks of any transaction and that you received professional advice thereon. We give you no warranty as to the suitability of the Services and assume no fiduciary duty in our relations with you.

13.5 You confirm that you understand that for various reasons your user account may become temporarily suspended and may not be accessible to you. You agree to waive any and all rights, claims or causes of action of any kind pertaining to any damage as a result of such action.

13.6 Spend is not liable for any price fluctuations in Cryptocurrency. In the event of a market disruption, Spend may, at its discretion and in addition to any other right and remedy, suspend the Services. Spend will not be liable for any loss suffered by you resulting from such action. Following any such event, when Services resume, you acknowledge that prevailing market rates may differ significantly from the rates available prior to such event.

  1. LIMITATIONS OF LIABILITY

14.1 THE SERVICES, PLATFORM AND WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPEND MAKES NO WARRANTY OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED (WHETHER BY LAW, STATUTE OR OTHERWISE), INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS AND/OR ACCURACY OF THE WEBSITE, SERVICES AND/OR THE PLATFORM AND/OR INFRINGEMENT OF APPLICABLE LAWS AND REGULATIONS. THE ENTIRE RISK AS TO THE USE, QUALITY AND PERFORMANCE OF THE PLATFORM, SERVICES AND/OR WEBSITE LIES WITH YOU.

14.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPEND MAKES NO WARRANTY THAT THE WEBSITE, PLATFORM AND/OR SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, AND/OR THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES AND BUGS AND/OR REPRESENTS THE FULL FUNCTIONALITY, ACCURACY, RELIABILITY OF THE MATERIALS AND/OR AS TO RESULTS OR THE ACCURACY OF ANY INFORMATION OBTAINED BY YOU THROUGH THE SERVICES, PLATFORM AND/OR WEBSITE.

14.3 SPEND HAS NO OBLIGATION TO MAINTAIN YOUR ACCOUNT NAME OR PASSWORD. IF YOU MISPLACE, FORGET OR LOSE YOUR ACCOUNT NAME OR PASSWORD BECAUSE OF ANYTHING OTHER THAN SPEND’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT, SPEND SHALL NOT BE LIABLE.

14.4 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SPEND, ITS AFFILIATES AND/OR THEIR RESPECTIVE SERVICE PROVIDERS, AND/OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND THEIR REPRESENTATIVES, BE LIABLE TO YOU OR ANYONE ON YOUR BEHALF, FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGE OR LOSS OF ANY KIND WHATSOEVER; AND/OR ANY LOSS OF BUSINESS, PROFITS, REVENUES, CONTRACTS OR ANTICIPATED SAVINGS; AND/OR LOSS OR ANY DAMAGE ARISING FROM YOUR USE OF THE WEBSITE, SERVICES OR PLATFORM, ALL WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE PLATFORM, WEBSITE AND/OR SERVICES.

14.5 YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION WHICH YOU MAY HAVE ARISING OUT OF OR RELATED TO THE USE OF THE WEBSITE, SERVICES, PLATFORM OR TO THE TERMS & CONDITIONS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

14.6 WE SHALL NOT BE LIABLE TO YOU IN ANYWAY WHATSOEVER FOR THE TRANSFER OF ANY AND ALL CRYPTOCURRENCY IF YOU PROVIDE US WITH ANY INCORRECT AND/OR INCOMPLETE PUBLIC KEY AND/OR VIRTUAL WALLET DETAILS. IN ADDITION, WE SHALL NOT BE LIABLE TO YOU IN ANYWAY WHATSOEVER FOR THE TRANSFER OF ANY AND ALL FIAT CURRENCY IF YOU PROVIDE US WITH ANY INCORRECT AND/OR INCOMPLETE PAYMENT DETAILS.

14.7 We will not be liable or responsible for any failure or delay of the Website, Services, Platform or for our failure to perform, or delay in the performance of, any of our obligations under the Terms & Conditions that is caused by events beyond our reasonable control, including without limitation any telecommunications network failures, power failures, failures in third party computer or other equipment, fire, lightning, explosion, flood, severe weather, industrial disputes or lock-outs, terrorist activity, war and acts of government or other competent authorities (a “Force Majeure Event”).

14.8 Although we intend to provide accurate and timely information on the Website and/or Platform (including without limitation the Content), the Website may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Website are your sole responsibility and we shall have no liability for such decisions.

  1. INDEMNIFICATION

15.1 You agree to fully indemnify, defend and hold Spend, its affiliates and their respective service providers, and any of their respective officers, directors, agents, joint venturers, employees and representatives harmless immediately on demand from and against any and all claims, demands, liabilities, damages, losses, costs and expenses, including reasonable legal fees and any other charges whatsoever, howsoever caused, that may arise as a result of:

  • 1.1 any breach of the Terms & Conditions by you;
  • 1.2 a violation by you of any law, regulation or the rights of any third party; and/or
  • 1.3 use by you of the Services, Website and/or Platform or use by any other person accessing the Services and/or Platform using your user identification, whether or not with your authorization.
  1. ACCOUNT SUSPENSION, CLOSURE AND TERMINATION

16.1 The Terms & Conditions shall come into force immediately upon using or accessing the Website, Services or Platform in accordance with Section 1.5 and shall continue in force unless and until terminated in accordance with the Terms & Conditions.

16.2 We may suspend your account with us and your access to the Services, or terminate the Terms & Conditions and close your account immediately upon giving you notice to the email address which you have supplied us with (for avoidance of doubt, any liability with respect to the provision of an invalid e-mail address shall be borne by you), if:

  • 2.1 for any reason we decide to discontinue provision of the Services to you or in general;
  • 2.2 we reasonably suspect or you have breached any of the provisions of the Terms & Conditions;
  • 2.3 you have failed to pay for your purchase of Cryptocurrency from us or for other Services provided by us at your request;
  • 2.4 you have failed to deliver the Cryptocurrency sold to us;
  • 2.5 you have failed to transfer FIAT Currency to us;
  • 2.6 your documents fail our internal security checks as detailed in Section 3.1;
  • 2.7 we believe that you have used the Services or the Platform fraudulently or reasonably suspect that you are abusing the Services;
  • 2.8 we believe that that you are in anyway obstructing the provision of the Services;
  • 2.9 if no transaction with respect to the Services has been carried out by you for 6 (six) or more consecutive months;
  • 2.10 we reasonably suspect that your account or any transaction is related to prohibited use or is not compliant with any applicable laws or regulations;
  • 2.11 we are so required by a subpoena, court order, order or request of a government authority or regulatory authority;
  • 2.12 you take any action that we deem as circumventing our controls, including without limitation opening multiple accounts;
  • 2.13 use of your account is subject to any pending litigation, investigation, or government proceeding or we perceive a heightened risk of legal or regulatory non-compliance associated with your account activity;
  • 2.14 our service partners are unable to support your use of the Services;
  • 2.15 we believe that you adversely affect our reputation;
  • 2.16 we believe that your account is being used by a person other than you or that the Services are being used for the benefit of someone other than you;
  • 2.17 we reasonably believe that your account is associated with any account that has been suspended or terminated for breach of the Terms & Conditions or suspended for any other reason;
  • 2.18 if you do not provide information upon the request of Spend or the information provided does not meet Spend’s requirements;
  • 2.19 due to a Force Majeure Event; or
  • 2.20 for any other reasonable ground we deem fit.

16.3 In the event we suspend or terminate your access to your account and the Services, you shall not be able to access your account and use any or all of the Services. In such event of termination or suspension, we reserve the right to cancel outstanding and/or pending orders to purchase Cryptocurrency from us or sell Cryptocurrency to us, as well as withhold any FIAT Currency which you have paid to us in relation to buying Cryptocurrency from us for which you have not received the Cryptocurrency, or withhold any Cryptocurrency which you have delivered to us in relation to selling Cryptocurrency to us for which you have not received the FIAT Currency in consideration therefor.

16.4 You may terminate the Terms & Conditions and close your account at any time by sending an email to us at support@Spend.com. Such termination of the Terms & Conditions shall take effect upon the closing of your account (including username and password), which shall occur within 7 (seven) calendar days following receipt by us of your email on our servers. You will remain responsible for any activity on your account between sending us such email and the closing of your account by us, which includes without limitation paying us for the purchase by you of Cryptocurrency from us and providing us with any Cryptocurrency which is owed by you to us, or vice versa.

16.5 On termination of the Terms & Conditions:

  • 5.1 you shall stop using the Website, Platform and the Services;
  • 5.2 pay us any amounts which you owe to us;
  • 5.3 provide to us any Cryptocurrency which you owe to us;
  • 5.4 neither party shall have any further obligation to the other, except as otherwise provided in the Terms & Conditions.

16.6 The right to terminate the Terms & Conditions and to close your account shall not stop you or us from exercising any other right or remedy in respect of the breach concerned (if any) or any other breach.

16.7 Upon the termination of the Terms & Conditions for any reason, except as otherwise provided herein and subject to any right or obligation which has accrued prior to termination, neither party shall have any further obligation to the other under the Terms & Conditions.

  1. CUSTOMER SERVICE DEPARTMENT

17.1 For service quality assurance (or due to regulatory requirements in certain jurisdictions, if applicable), calls made by you to the customer service department may be recorded.

17.2 You hereby expressly consent to us using the contact details provided by you on registration to occasionally contact you directly in relation to your use of the Services or any other products or services offered, or which may be offered by us from time to time.

17.3 We will not tolerate any abusive behavior exhibited by clients to our employees. In the event we deem that your behavior via telephone, live chat, email or otherwise has been abusive or derogatory towards any of our employees, such act will be considered as a breach of the Terms & Conditions by you and we shall have the right to close your account with us and terminate the Terms & Conditions.

  1. THIRD PARTY LINKS, SITES AND SERVICES

The Website may contain links to third-party websites, advertisers, services, special offers or other events or activities that are not owned or controlled by us. We do not endorse or assume any responsibility for any such third-party websites, information, materials, products or services. If you access any third-party website, service or content from the Website, you do so at your own risk and you agree that we will have no liability arising from your use of, or access to, any third-party website, service or content. In addition, you must ensure that you have read, understood and agreed to all the terms, conditions, policies and guidelines of any third-party website, service or content before accessing or using it.

  1. GOVERNING LAW

The Terms & Conditions and the relationship between you and us shall be governed by, and interpreted in accordance with, the laws of Estonia. You irrevocably agree for your and our benefit that the courts of Estonia shall have jurisdiction to settle any suit, action or other proceedings relating to the Terms & Conditions (“Proceedings”) and irrevocably submit to the jurisdiction of such courts (provided that this shall not prevent Spend from bringing an action in the courts of any other jurisdiction), and you irrevocably waive any objection which you may have at any time to the laying of venue of any Proceedings brought in any such court and agrees not to claim that such Proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over it. ANY JUDICIAL ACTION MUST FOLLOW ESTONIAN ARBITRATION LAWS AS YOU WAIVE ALL CLASS ACTION RIGHTS.

  1. MISCELLANEOUS

20.1 Entire Agreement: The Terms & Conditions contains the entire agreement between Spend and you relating to your use of the Website, Platform and the Services and supersedes any and all prior agreements between Spend and you in relation to the subject matter hereof. You confirm that, in agreeing to accept the Terms & Conditions, you have not relied on any representation save insofar as the same has expressly been made a representation by Spend in the Terms & Conditions.

20.2 Waiver: The rights and remedies provided under the Terms & Conditions are cumulative and not exclusive of those provided by law. We shall be under no obligation to exercise any right or remedy either at all or in a manner or at a time beneficial to you. No failure by us to exercise, or delay by us in exercising, any of our rights under the Terms & Conditions or otherwise, nor failure by us to insist upon strict performance of any of your obligations shall operate as a waiver of those or any other rights or remedies or relieve you from compliance with such obligations. No single or partial exercise of a right or remedy shall prevent further exercise of that right or remedy or the exercise of another right or remedy. A waiver by us of any default shall not constitute a waiver of any subsequent default.

20.3 Severability: If any of the provisions of the Terms & Conditions is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such provision will be severed from the remaining provisions, which shall continue to be valid to the fullest extent permitted by law. In such cases, the part deemed invalid or unenforceable shall be amended in a manner consistent with the applicable law to reflect, as closely as possible, Spend’s original intent.

20.4 Assignment: We reserve the right to transfer, assign, sublicense or pledge the Terms & Conditions, in whole or in part, to any person without notice to you. You may not assign, sublicense, pledge or otherwise transfer in any manner whatsoever any of your rights or obligations under the Terms & Conditions.

20.5 Third Party Rights: Unless otherwise expressly stated, nothing in the Terms & Conditions shall create or confer any rights or any other benefits to third parties.

20.6 Outsourcing: Subject to applicable laws and regulation, Spend may outsource any or all of the Services it provides under the Terms & Conditions to third parties.

20.7 Relationship of the Parties: Nothing in the Terms & Conditions shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and us.

20.8 Language: The Terms & Conditions has been drafted in the English language. The English version of this Agreement is the governing version and shall prevail whenever there is any discrepancy between the English version and any other version.

Spend  Terms of Service Wallet Agreement

Last updated October 25, 2018

  1. INTRODUCTION

1.1 This Wallet Agreement (“Agreement”) is for our members who are residents of, or who access our Wallet Service provided by Spend OU, an Estonian company, with a registered address in Tallinn, Estonia. Depending on the users region we may service your account from one of our subsidiaries of the Spend Group.

1.2 This Agreement is an important document. It is a binding contract between you and Spend and, where applicable, other service providers whose applications we have integrated with, and that applies to your use of: this website, the products or services we may provide or offer, your member account (“Account”), any other associated websites or applications and, subject to additional Developer Agreement, the Spend API and Spend Connect (collectively the “Service”). We may modify or update this Agreement from time to time and will notify you, where applicable, of such modifications under our Electronic Communications Delivery Policy set forth in Section 2. Your continued use of the Service will be subject to any modifications we make.

1.3 Spend is a member only, member-to-member service. Your use of the Service is subject to certain limits and restrictions unless you become a registered and verified member of Spend. By registering to become a verified member of Spend and/or by using the Service, you expressly agree that you have read, understand and accept all the terms and conditions of this Agreement. You also acknowledge that you have read and understand our Privacy & Data Policy, our Cookie Policy, our Electronic Communications Delivery Policy (set forth in Section 2 below), Use of Funding Instruments (set forth in Section 7 below) and our Developer Agreement.

1.4 If you do not accept the terms of the Agreement, you may not become a member, you may not create an Account, and you are not authorized to use the Service for any purpose. If you have any questions, you can contact our member support.

1.5 If you are entering this Agreement on behalf of an entity, you confirm that you are an authorized officer of that entity and have the authority to enter into agreements for and on behalf of that entity.

1.6 THIS IS A VERY IMPORTANT DOCUMENT, WHICH YOU MUST CONSIDER VERY CAREFULLY WHEN CHOOSING WHETHER TO ACCESS, AND/OR BECOME A MEMBER OF, AND/OR USE THE SERVICE. THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED (SEE SECTION 20″DISPUTES”). IT ALSO CONTAINS AN AGREEMENT TO ARBITRATE, WHICH WILL REQUIRE YOU AND US TO SUBMIT CLAIMS TO BINDING AND FINAL ARBITRATION. WE WILL CONSIDER THE DATE OF ACCEPTANCE TO BE THE DATE WHICH YOU START THE REGISTRATION PROCESS TO BECOME A MEMBER OF SPEND. UNLESS YOU OPT OUT IN WRITING 30 DAYS AFTER THE DATE YOU ACCEPT THIS AGREEMENT FOR THE FIRST TIME.

1.7 OUR LIABILITY TO YOU IS LIMITED BY THIS AGREEMENT (SEE SECTION 22 “NO WARRANTY, RELEASE AND AGGREGATE LIABILITY”).

2.ELECTRONIC COMMUNICATIONS.

2.1 We may be required to provide certain disclosures, notices and other communications (collectively “Communications”) to you in written form. Pursuant to this Agreement, we will deliver such Communications to you in electronic form. Your acceptance of this Agreement confirms your ability and consent to receive such Communications electronically, rather than in paper form.

2.2 You agree and consent to receive electronically all Communications, including, without limitation, amendments to this Agreement and other documents, notices and disclosures that we provide in connection with your use of the Service. “Communications” include, but are not limited to:

  • Agreements and policies you agree to (e.g., this Agreement and the Privacy & Data Policy), including updates to such agreements or policies;
  • Transaction confirmations, acknowledgements, authorizations, disclosures, receipts or confirmations;
  • Transaction activity statements and history;
  • Federal and state tax statements if we are required to make any available to you; and
  • All other communications or documents related to or about your Account and your use of the Service.

2.3 Electronic Communications shall be deemed to be received by you upon delivery in the following manner:

  • Posting them to your Account or in an associated mobile application;
  • Posting them on or in a website or mobile application associated with us or the Service;
  • Sending them via electronic mail to the email address you used to register for the Service; or
  • Otherwise communicating them to you via the Service.

2.4 It is your responsibility to open and review Communications that we deliver to you through the methods described above. We may, but are not obligated to, provide you with notice of the availability of a Communication that is delivered in one of the methods described above (for example, by informing you of such Communication through a notification sent to your mobile device).

2.5 It is your responsibility to keep your primary email address registered with us up to date so that we can communicate with you electronically. You understand and agree that if we send you an electronic Communication but you do not receive it because your primary email address registered with us is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, we will be deemed to have provided the Communication to you.

2.6 Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you may need to add us to your email address book so that you will be able to receive the Communications we send to you.

2.7 You can update your primary email address and other contact information by submitting a Support request or by logging into the Service and navigating to your profile. If your email address becomes invalid such that electronic Communications sent to you by us are returned, we may deem your Account to be inactive, and you may not be able to use the Service until we receive a valid primary email address from you.

2.8 In order to access and retain electronic Communications, you will need the following computer hardware and software:

  • A computer or other device with an Internet connection;
  • A current web browser (e.g. recent versions of Chrome, Firefox and Safari, Internet Explorer 9 or above) with cookies enabled;
  • Software capable of opening documents in PDF format;
  • A valid email address (your primary email address registered with us);
  • Sufficient storage space to save past Communications or an installed printer to print them.

We will notify you if there are any material changes to the hardware or software needed to receive electronic Communications from us. By giving your consent, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. You should print or save a copy of these Communications for your records as they may not be accessible online at a later date.

2.9 If you are requesting additional copies of Communications or withdrawing your consent, the following additional terms will apply:

  • You may contact us, or any applicable service provider, to request another electronic copy of the electronic Communication without a fee;
  • You may request a paper copy of such electronic Communication within ninety days of the original Communication issuance date, and we reserve the right to charge a fee to provide such paper copy;
  • You may contact us to update your registration information used for electronic Communications or to withdraw consent to receive electronic Communications;
  • We reserve the right to terminate your use of the Service and any associated service provider products and services if you decline or withdraw consent to receive electronic Communications.

You may contact our support team in relation to this Section 2.

  1. REPRESENTATIONS YOU MAKE TO US.

You represent and warrant to us that the following statements are and will remain true:

3.1 You are at least 18 years old and have the capacity to enter into a legally binding agreement. If you are the parent or legal guardian of individual(s) between 13 and the legal age of majority in the jurisdiction where you reside, you may allow those individual(s) to use Accounts you create in their name solely under your direct supervision and only in accordance with this Agreement, provided that you agree not to share any card or bank information with such individuals and that you agree that you will remain liable for all activities of such individual(s).

3.2 You reside in, and will only access the Service from, a country or state where we permit the Service to be accessed. A list is provided here.

3.3 You will not engage in any Prohibited Businesses or Prohibited Uses.

3.4 You will provide us with your legal identity and any supporting information and documents that we may request, including but not limited to a copy of your drivers license and a copy of your passport.

3.5 Any funds, fiat currency, virtual or crypto currencies, virtual and precious metals and commodities (collectively “Value”) used by you in connection with the Service are yours or you have the legal authority to use them and they are not subject to any liens, security interest or claims of any nature.

3.6 Your use of the Service complies with all applicable laws and regulations including, without limitation, requirements governing the maintenance and use of fiduciary accounts and custodial assets, all US export controls and economic sanctions requirements.

3.7 You are not in, under the control of, or a national or resident of, and will not supply any Value, product or service to a resident of Cuba, Iran, North Korea, Sudan, Syria or any other jurisdiction subject to US embargo, available here, UN sanctions, available here or HM Treasury’s financial sanctions regime, available here.

3.8 You are not on, acting for anyone on, and will not supply any Value or any products or services to Cuba, Iran, North Korea, Sudan, Syria or any other country subject to US embargo, available here or to anyone on: the Specially Designated Nationals List, the U.S. Commerce Department’s Denied Persons ListUnverified List, or Entity ListHM Treasury’s financial sanctions regime or the UN Consolidated United Nations Security Council Sanctions List.

3.9 You will not access the Service using automated means of any nature. For developers, please see our Developer Agreement.

3.11 You will not send, use or upload any scripts, viruses or malicious code. You will not develop extensions, plugins or applications except as may be allowed under our Developer Agreement.

3.12 You will not do anything that could disable, overburden or impair the functionality, rendering or appearance of the Service, including through denial of service or other attack.

3.13 All information you provide to us will be complete and accurate and you commit to keeping all information complete and accurate at all times.

3.14 You may only create, have, administer and/or control one Account. If you require a subsequent, additional Account you must first get the written permission of us to do so. You may request a subsequent, additional Account through our support contact form with the proposed purpose for a subsequent, additional Account. We are under no obligation to approve any subsequent, additional Account. If we find that you have opened, operated and/or are operating a subsequent, additional Account, or more than one Account at any one time without our permission we reserves all rights, including but not limited to, terminating your Account(s), revoking your limited license to use the Service and taking whatever other means we deem necessary to protect our members, us and the Service.

  1. INQUIRIES ABOUT YOU.

We need to know who you are for legal regulatory and compliance reasons. We may prompt you for personal information like your legal name, address, government identification, date of birth, taxpayer identification number, bank information or credit card information. We may also ask questions and verify information ourselves or through trusted entities we work with for verification and compliance purposes. You agree that we may use the information you provide and other information to verify who you are. This may include looking up available public information and asking other entities, like banks, for information about you. You acknowledge and agree that we may make any inquiries that we consider necessary, either directly or through third parties, concerning your identity and creditworthiness including, without limitation, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, or verifying information against third party databases or through other sources. Additional information is available in our Privacy & Data Policy. If you are entering this Agreement on behalf of an entity or otherwise open an Account on the Service for an entity, you are hereby providing us with written instructions and authorization in accordance with the Fair Credit Reporting Act to obtain your personal and/or business credit report from a credit bureau. You also authorize us to obtain your personal and/or business credit report when you request certain new products or at any time we reasonably believe there may be an increased level of risk associated with your Account.

  1. DESCRIPTION OF THE SERVICE, TRANSFERRING VALUE AND SERVICES WE DO NOT PROVIDE.

5.1 We provide hosted wallet(s) that allow you to hold the financial equivalent of funds you place with Spend in a digitally represented form of “Value”. This Value is displayed and represented to you in real-time. You may hold and convert multiple forms of said Value, and to transfer Value to other Spend members and with some restrictions to non-Members as well.

5.2 We provide tools to track, transfer, and manage your Value wallet(s) and Account information. Within the limits of the Service, we facilitate Value transactions according to instructions received from your Account and communicate with the Value transfer and transaction network(s) on your behalf, as necessary.

5.3 Your rights are to the Value you place and hold on our Service, in such forms of Value and means of Value transfer, that Spend supports which are subject to change.

5.4 To remove Value from the Service, you must transfer cryptocurrency to a correct address or use any fiat transfer methods that we may, from time-to-time, make available to you. With regard to cryptocurrency transactions, we will transfer Value according to the instructions received from you, but we do not guarantee the identity of the person or entity receiving the transfer and we may require verification of the identity of that person or entity from you in certain circumstances. If you initiate a transfer to an email address not associated with an Account, we will invite the recipient to become a member. However, you are responsible for the accuracy of recipient and transaction details you provide us. You specifically acknowledge that you understand that cryptocurrency transactions cannot be cancelled or reversed.

5.5 We charge a conversion or exchange fee for some transactions and generally display the fee before you initiate a conversion or exchange. If we confirm your transfer of one type of Value to another, you agree to the posted exchange rate for that conversion.

5.6 We may charge a fee for adding and removing Value to cover applicable bank, wire or other fees. We will display applicable fees for adding or removing Value prior to you completing the transaction. We will not process a transaction if the fee exceeds the value of your transaction. In addition, your bank or card issuer may charge fees for a given transaction. We will display applicable fees for adding or removing Value prior to you completing the transaction. Current fees are located here.

5.7 All fees are posted on our Fees and Limit page.

5.8 If your primary add-Value method has insufficient Value to cover the amount to be added, we may immediately cancel or reverse the transaction. We may try, but have no obligation to, attempt to fulfill add-Value transaction using an alternative payment method. You agree that we may debit any of your payment methods for the full or partial amount of your add-Value request plus any fees or amounts due us. We may resubmit debits or charges to your add-Value methods until all amounts owed by you to us are satisfied in full.

5.9 Your bank may charge you non-sufficient funds (“NSF”) or overdraft fees if you do not have sufficient funds to complete a transaction. You are responsible for maintaining an adequate balance in your Account and sufficient credit limits on your credit cards in order to avoid any overdraft, NSF or similar fees. Any and all NSFs are your sole responsibility.

5.10 You grant us a security interest in any and all Value that come into our possession that is associated with your Account for the limited purposes of (i) satisfying obligations you have to us under this Agreement or otherwise and (ii) exercising any rights or remedies we have pursuant to this Agreement or otherwise. You agree to execute, deliver, and pay applicable fees for any documents we request to create, perfect, maintain and enforce this security interest.

5.11 You expressly agree that you will not reverse or attempt to reverse any add-funds or add-Value transaction(s) you complete. You also agree that we may deduct any Value associated with your Account if an add funds or add-Value transaction using a bank account or credit card is subsequently reversed via a chargeback, reversal, claim or is otherwise invalidated. We may also deduct any Value held by you in a wallet to satisfy any outstanding amount owed by you to us under this Agreement or otherwise. We reserve the right to report, suspend and/or terminate Accounts for chargeback abuse.

5.12 For regulatory and compliance reasons, we reserve the right to refuse to process, cancel or reverse, any add-funds and/or any add-Value transaction(s) if we suspect the transaction(s) may involve illicit activity like money laundering, terrorist financing, fraud, any crime, or as required by facially valid legal process, or relates to a Prohibited Use or Prohibited Business. We reserve the right to report, suspend and/or terminate Accounts for such suspected activity.

5.13 With some forms of Value we may need to store Value in private keys and where applicable, we may do so in a combination of online and offline storage. From time to time, we may need to retrieve information that is offline. This can delay initiation or crediting for sometimes days. We cannot always guarantee that a requested transaction will not be delayed and you agree that we are not responsible for any issues with respect to such delays. We rely upon third parties for the purchase and sale of Value to maintain our Reserve. Some of these parties have short operating histories and unproven management and there have been situations where some Value and other exchanges have lost client funds due to fraud, mismanagement, theft, or other reasons. There is a risk that one or more of these parties may not perform according to our agreements with them and you accept those risks.

5.14 If you initiate recurring add-funds, add-Value or remove-funds, remove-Value transaction(s) via bank, credit and/or debit card transfer, you authorize us to initiate recurring electronic debit or credit entries from or to your relevant linked, external account(s). Your recurring transactions will occur in identical, periodic installments, based on the period you specify (e.g., daily, weekly, monthly), until either you or we cancel the recurrence. If the transaction falls on a weekend or holiday, or after bank business hours, the electronic credit or debit will be executed on the next business day but the applicable exchange rate (if applicable) quoted at the time of the transaction will apply. If your institution is unable to process any debit entry, we will attempt to notify you. Your authorization will persist until you change your recurring transaction settings or notify us in writing. You agree to notify us in writing of any changes in your linked, external account(s), debit and/or credit card information prior to setting up a recurring transaction. We may, at any time, terminate recurring transactions with prior or subsequent notice to you.

5.15 In order to maintain inactive accounts, Spend will debit Member account associated inactive account fees, and any other administrative costs from inactive accounts, as permitted by law. Spend will attempt to communicate to Members prior to their account becoming inactive that their account will be debited if their account remains inactive past the 90 days anniversary.

An account is considered inactive if there are no transactions initiated by Member after 90 days. A transaction is considered any action which value is moved and is initiated by a member within their Spend wallet. Including a bank transfer (deposit or withdrawal), moving value between cards, sending value to another member, email address, or crypto address.

  1. THINGS YOU SHOULD KNOW ABOUT OUR SPEND CARDS.

The cards we enable are based on the user’s region of service. Depending on your region you may not get the full benefits that another cardholder may receive from the Spend Wallet. Assets/Funds that get converted to be loaded onto their Spend Cards involve a conversion fee and slippage market conditions. In doing these real time conversions, you will be exposed to the risks associated with that conversion. There is a significant risk of loss of value associated with speculative trading of any kind.

  1. USE OF FUNDING OF INSTRUMENTS.

7.1 We want the Service to be convenient, so we may allow you to fund your transaction(s) or Account using different financial instruments and/or accounts such as bank accounts, credit cards, debit cards and other payment methods. When you fund your transaction(s) or Account, you confirm that you are permitted to use the associated financial instrument and/or account and you authorize us (and any designated payment processor or other service provider) to charge the full amount to the financial instrument and/or external account you designate. You also authorize us to collect and store that funding instrument, along with other related transaction information.

7.2 We may partner with other third-party service providers to offer members different funding options and financial instruments (“Third-Party Programs”). By registering for and/or using any Third-Party Programs, you expressly agree that you have read, understand and accept all the applicable terms and conditions that may apply.

  1. WE ARE NOT A BANK.

We are not a bank, so balances are not deposits and they do not earn interest. Balances are not insured by the Federal Deposit Insurance Corporation, the Financial Services Compensation Scheme, or any other entity or insurance scheme, whether governmental or private.

  1. SHARING OF INFORMATION.

We do not share your information unless required to do so by law and/or unless we have your express consent to do so. If we are required by law to share your information we will do so under our Privacy & Data Policy. Information about how we may engage with law enforcement officials is available here. We may contact any other financial institution, law enforcement, or affected third parties (including other members) and share details of any transactions you are associated with, if we believe doing so may prevent financial loss or a violation of law.

  1. ABANDONED PROPERTY.

To the extent required by law, if you leave a balance unused for the period of time set forth by your state, country, or other governing body in its unclaimed property laws, if you cancel your Account and leave a balance, or if we deactivate your Account and you do not meet any conditions necessary to reinstate it within six (6) months, we may close your Account and send your balance to any mailing address you provide using the Service or, if required, escheat (send) your balance to your jurisdiction of residency (based on the jurisdiction associated with that mailing address).

  1. ASSUMED RISK WITH TRANSACTIONS.

Your use of the Service, or any part thereof, is at your sole risk and we assume no responsibility for the underlying transaction of funds, or the actions or identity of any transfer recipient or sender. If any third party files a claim for a chargeback or we are otherwise informed of a dispute between you and another party, we are not responsible for determining the veracity of claims or resolving the dispute, including disposition of any associated Value.

  1. NON-WAIVER OF RIGHTS.

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement shall not be construed to waive rights that cannot be waived under applicable consumer protection laws or regulations including, without limitation, the state money transmission laws in the state where you are located.

  1. TAXES.

We do not provide tax advice and you agree that you will determine any tax implications associated with your use of, and any transactions you may make using, the Service. You should consult an accountant, lawyer or tax authorities in your jurisdiction to determine any tax consequences.

  1. YOUR LIMITED LICENSE TO USE OUR SERVICE.

We grant you a limited, nonexclusive, nontransferable, non-sublicensable license to access and use the Service solely for informational, transactional, or other approved purposes and reserve all other rights in the Service, including without limitation, our websites, APIs and other content. You agree you have no other rights beyond this limited license. You agree you will not copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any content or other part of the Service for any purpose. You also agree that you will not frame or display any part of the Service without our prior written permission and that you will not use our trademarks without our permission.

  1. AGREEMENTS WITH OTHER FINANCIAL SERVICES COMPANIES.

Spend in the United States is a FinCEN Registered Money Services Business (MSB). In addition, we may, from time-to-time, contract with other providers of financial products and services in connection with the Service. To the extent required by applicable law, regulation or any agreement with such providers, we will provide and update a list of relevant financial service partners through the Service. Spend is a closed, member-only, member-to-member service. As such you, as a member, expressly authorize us to work with third-party service providers, including providers of financial products and services, to deliver the Service and to provide Service functionality including, without limitation, enabling the loading, transfer, conversion and storage of funds or Value. Contracting with other financial service partners or providers may require us to share your personal information. For additional information, please see our Privacy & Data Policy.

  1. RISKS SPECIFIC TO CRYPTOCURRENCY.

Cryptocurrencies are historically more volatile relative to fiat currency and other assets and the unpredictability of the price of cryptocurrency relative to fiat currency may result in significant loss over a short period of time. Cryptocurrencies are not legal tender, are not backed by the government or a central bank and generally have no underlying assets, revenue stream, or other source of value tied to fiat currency or other assets. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Cryptocurrencies. The value of cryptocurrency may be derived from the continued willingness of market participants to exchange fiat currency for cryptocurrency, which may result in the potential for permanent and total loss of value of a particular cryptocurrency should the market for that cryptocurrency disappear. Some cryptocurrency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transaction. Cryptocurrency ownership is often determined by a decentralized public ledger that associates an amount of cryptocurrency with a unique address defined by a public cryptographic key. A private cryptographic key is required to transfer cryptocurrency from one address to another. Anyone with access to the private key associated with the address can transfer the associated cryptocurrency. Cryptocurrency transfers generally cannot be cancelled or reversed and the identity of the holder of the private key associated with any address can be difficult, if not impossible, to ascertain. The nature of cryptocurrency may lead to an increased risk of fraud or cyber attack. If you are using cryptocurrency held in the Service to purchase goods or services, we have no visibility into the sellers and cannot control delivery, quality, safety, or legality. Losses due to fraudulent or accidental transactions may not be recoverable. If you have a dispute with sellers or buyers, you agree to deal directly with them and hold Spend blameless in all disputes. The nature of cryptocurrency means that any technological difficulties experienced by Spend may prevent the access or use of a member’s cryptocurrency.

  1. THINGS YOU SHOULD KNOW ABOUT THE INTERNET.

Using the internet has its own risks. We have certain requirements for passwords and multi-factor authentication. But, no matter how strong your password is, you must ensure that your Account credentials—including credentials for the email account you use in connection with the Service—are secure. If they are not, people may compromise and take action on your Account. You should always use two-factor authentication, always avoid copying scripts into you browser address bar, and avoid clicking on links, opening attachments or visiting internet resources you do not trust. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access or in relation to the Service. We assume no responsibility for any losses resulting from the compromise of your Account.

  1. THIRD-PARTY APPLICATIONS AND MATERIALS.

You may decide to link to third-party applications or content others make available through the Service. You should carefully consider both the functionality purportedly offered and the developer offering the functionality before authorizing the application. Unless otherwise stated, we have no control over applications and assume no responsibility for developers’ actions. If you authorize a third-party application to connect to your Account and take actions on your behalf, you assume all risks associated with those connections and actions and you are ultimately responsible to us for those actions and connections. We require developers to list a support or dispute framework in connection with their application that allows prompt resolution of any issues. But, if you have disputes with developers, you will need to resolve it directly with them. You also agree that you will not hold us responsible for, and will indemnify us against, any liability arising out of or related to any act or omission of any third-party using your Account credentials whether a developer or otherwise. You may remove permissions granted to third parties with respect to your Account at any time through your Account Settings (Integrations) page.

  1. TERMINATION AND CANCELLATION.

We want to be together for a long time. We work hard to keep you happy and hope you remain a member for many years.

19.1 In the event that you want to stop using the Service you can cancel your Account if you are in good standing and compliant with the terms of this Agreement and other policies. To cancel, simply remove all funds in your wallet and visit our cancellation page. We will decide whether to cancel or suspend any pending transactions and we will need to hold funds until any applicable reversal windows are complete and all your obligations to us are satisfied. Of course, you may not cancel your Account in an effort to avoid paying amounts due us or if your activity is under investigation.

19.2 In some cases we may terminate, suspend or otherwise restrict your Account and use of the Service if we suspect your Account is connected to any Prohibited Use or Business, for suspected violation of this Member Agreement or policies or to otherwise prevent potential loss. Your use of the Service is a privilege, and not a right and we reserve our right to terminate, suspend or restrict your access to the Service, as well as take other actions described in Section 20, at any time to protect you, members and/or us as we deem necessary.

19.3 If your Account is terminated, subject to verification requirements, you will generally be permitted to transfer funds for thirty (30) days unless those transfers are otherwise prohibited.

  1. SPEND’S RIGHTS AND REMEDIES.

20.1 You are responsible for all claims, fees, fines, penalties and other liability incurred by Spend or a third party caused by or arising out of your breach of this Membership Agreement, and/or your use of the Spend Services. You agree to reimburse Spend or a third party for any and all such liability and any fees and expenses incurred in the event that Spend must undertake collection efforts to enforce its rights hereunder.

20.2 If some cases where you engage in a Prohibited Use or Business in violation of the Membership Agreement, it may be difficult or impractical to calculate our actual damages. You acknowledge and agree that $1,000 USD per violation is a reasonable minimum estimate of Spend’s actual damages considering all currently existing circumstances, including the relationship of the sum to the range of harm to Spend that reasonably could be anticipated.

  1. DISPUTES.

We work hard to resolve any disputes we may have through our support team. If we cannot, you and we agree that any dispute arising under or relating to your use of the Service or any action by us affecting your Account, either you or we may choose to resolve the dispute by binding arbitration, instead of in court. Any claim (except for a claim for intellectual property infringement, abuse of the Service by members or the validity or enforceability of this arbitration provision, including the class action waiver) shall be resolved by binding arbitration if either side requests it.

THIS MEANS IF EITHER YOU OR WE CHOOSE ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL. ALSO DISCOVERY AND APPEAL RIGHTS ARE LIMITED IN ARBITRATION.

CLASS ACTION WAIVER. ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR WE MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHERS, OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

Only a court, and not an arbitrator, shall determine the validity and effect of the class action waiver. Even if all parties have opted to litigate a claim in court, you or we may elect arbitration with respect to any claim made by a new party or any new claims later asserted in that lawsuit.

Your Right to Go To Small Claims Court. We will not choose to arbitrate any claim you bring in small claims court. However, if such a claim is transferred, removed or appealed to a different court, we may then choose to arbitrate.

Scope and Rules. This arbitration clause is governed by the U.S. Federal Arbitration Act (FAA). Arbitration must proceed only with the American Arbitration Association (AAA). The rules for the arbitration will be those in this arbitration clause and the procedures of AAA, but the rules in this arbitration clause will be followed if there is disagreement between them and AAA’s procedures. If AAA’s procedures change after the claim is filed, the procedures in effect when the claim was filed will apply. For a copy of AAA’s procedures, to file a claim or for other information, please contact: AAA, www.adr.org (phone 1-877-495-4185). If AAA is completely unavailable, and if you and we cannot agree on a substitute, then either you or we may request that a court appoint a substitute.

Hearings and Decisions. Arbitration hearings will take place in a federal judicial district where you live or where we reside. A single arbitrator will be appointed. The arbitrator must:

  • Follow all applicable substantive law, except when contradicted by the FAA;
  • Follow applicable statutes of limitations;
  • Honor valid claims of privilege;
  • Issue a written decision including the reasons for the award.

The arbitrator’s decision will be final and binding except for any review allowed by the FAA. However, if more than US$100,000 was genuinely in dispute, then either you or we may choose to appeal to a new panel of three arbitrators. The appellate panel is completely free to accept or reject the entire original award or any part of it. The appeal must be filed with the arbitration organization not later than thirty (30) days after the original award issues. The appealing party pays all appellate costs unless the appellate panel determines otherwise as part of its award.

Any arbitration award may be enforced in any court with jurisdiction to do so.

Other Beneficiaries of this Provision. In addition to you and us, the rights and duties described in this arbitration clause apply to: our affiliates and our and their officers, directors and employees; and any third party co-defendant of a claim subject to this arbitration provision.

Survival of this Provision. This arbitration provision shall survive the closing of your Account; voluntary payment of your Account or any part of it; any legal proceedings to collect money you owe; any bankruptcy by you; and any sale by us of your Account.

  1. INDEMNITY.

If anyone brings a claim against us, our affiliates or service providers, and/or each of our or their respective officers, directors, agents, joint venturers, employees or representatives, related to your use of the Service, or any part thereof, including, without limitation, any developer tools or alleged violation of any laws, rules or rights, you indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.

  1. NO WARRANTY, RELEASE AND AGGREGATE LIABILITY.

WE TRY TO KEEP THE SERVICE UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO ANY PART OF THE SERVICE, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, ERROR-FREE, OR SECURE. OPERATION OF THE SERVICE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. WE MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE REAL OR PERCEIVED VALUE OF ANY VIRTUAL CURRENCY AS DENOMINATED IN ANY QUOTED CURRENCY. ALTHOUGH WE MAY PROVIDE HISTORICAL AND/OR REAL-TIME DATA REGARDING THE PRICE OF VIRTUAL CURRENCY, WE MAKE NO REPRESENTATIONS REGARDING THE QUALITY, SUITABILITY, TRUTH, USEFULNESS, ACCURACY, OR COMPLETENESS OF SUCH DATA, AND YOU SHOULD NOT RELY ON SUCH DATA FOR ANY REASON. YOU UNDERSTAND AND AGREE THAT THE VALUE OF VIRTUAL CURRENCY CAN BE VOLATILE, AND WE ARE NOT IN ANY WAY RESPONSIBLE OR LIABLE FOR ANY LOSSES YOU MAY INCUR BY HOLDING OR TRADING VIRTUAL CURRENCY, EVEN IF THE SERVICE IS DELAYED, SUSPENDED, OR INTERRUPTED FOR ANY REASON. FURTHER, WE MAKE NO REPRESENTATION OR WARRANTIES AS TO THE QUALITY, SUITABILITY, USEFULNESS, ACCURACY, OR COMPLETENESS OF THE SERVICE OR ANY MATERIALS CONTAINED THEREIN. WE WILL MAKE REASONABLE EFFORTS TO ENSURE THAT ANY REQUESTS FOR ELECTRONIC DEBITS AND CREDITS INVOLVING BANK ACCOUNTS, CREDIT CARDS, AND CHECK ISSUANCES ARE PROCESSED IN A TIMELY MANNER BUT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING.

WE ARE NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS AND OUR AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY FOR US OUR AFFILIATES AND SERVICE PROVIDERS, OR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE ACTUAL FEES PAID TO US BY YOU IN THE PRECEDING THREE (3) MONTHS OR US$100 DOLLARS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED.

  1. OTHER MATTERS.

24.1 Additional agreements with us. Unless otherwise agreed in writing, this Agreement sets forth the entire understanding and agreement between you and us as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and of every nature between and among you and us. If you are a developer, you additionally agree to our Developer Agreement.

24.2 Transferring these rights and obligations to others. This Agreement, and any rights, obligations and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without notice or restriction, including without limitation to any of our affiliates, parents or subsidiaries, or to any successor in interest. Any attempted transfer or assignment in violation hereof shall be null and void except that, subject to the limits herein, our agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

24.3 Interpretation of this Agreement. If any provision of this Agreement is held by a court to be invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible and any such finding shall not affect the enforceability of any other provision.

24.4 Ongoing obligations after this agreement ends. Provisions herein related to suspension, termination, cancellation, debts, general use of the Service, fees, disputes, your liability, indemnity and general provisions shall survive any termination of this Agreement.

24.5 Translations and Summaries. Any translation or summary of the Service, this Agreement and/or policies is provided solely as a convenience and is not intended to modify the Service, this Agreement, and/or any policies. You agree that the English version of the Service, Agreement and policies will control in the event of any conflict between the English versions of the Service, this Agreement and/or policies and any translated versions of the same.

24.6 Contracting Parties and Governing Law. This Agreement is between you and Spend US, Inc., a company incorporated under the laws of South Carolina, USA. You agree that the laws of the State of South Carolina, without regard to principles of conflict of laws, govern this Agreement and any claim or dispute between you and us except to the extent governed by U.S. federal law.

APPENDIX 1: PROHIBITED BUSINESSES AND PROHIBITED USE

The following categories of businesses, business practices, and sale items are barred from using our services (“Prohibited Businesses”). By opening an Account, you confirm that you will not use the Service to transact in connection with the following businesses, activities, practices, or items:

  • Operating as an unlicensed money transmitter, money service, payment service provider, e-money, or any other financial services business which requires licensure, including but not limited to exchanges of virtual currencies, sales of money orders or traveler’s checks, and escrow services
  • Counterfeit products or any product or service that infringes upon the copyright, trademark, or trade secrets of any third party
  • Stolen goods
  • Narcotics, controlled substances, prescription and pharmaceutical services, drug paraphernalia, or any substances designed to mimic illegal drugs
  • Gambling, except where permitted by and with our prior written permission
  • Sports forecasting or odds making
  • Prostitution
  • Violent acts towards self or others, or activities or items that encourage, promote, facilitate or instruct others regarding the same
  • Funding any of the items included on this Prohibited Businesses list
  • Extortion, blackmail, or efforts to induce unearned payments
  • Unlicensed sale of firearms and weapons
  • Deceptive marketing practices
  • Any business that violates any law, statute, ordinance or regulation
  • Acting in concert with others or through multiple accounts that you control in order to circumvent per account trading limits.

You may not use your Account or the Service to engage in the following categories of activity (“Prohibited Use”). You confirm that you will not use your Account to do any of the following:

  • Violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member (for example, those laws, rules, or regulations governing financial services, controlled substances, or consumer protections)
  • Partake in a transaction which involves the proceeds of any unlawful activity
  • Partake in any transaction involving online gambling except where permitted and with our prior written permission
  • Defraud or attempt to defraud us or our members
  • Infringe our or any third party’s intellectual property
  • Provide false, inaccurate or misleading information
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information
  • Interfere with another individual’s or entity’s access to or use of any part of Service
  • Defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights of others
  • Publish, distribute or disseminate any unlawful material or information
  • Transmit or upload any viruses, Trojan horses, worms, or any other malicious programs
  • Access the Service through programmatic means
  • Act as a payment intermediary or aggregator or otherwise resell our Services, unless authorized by us in writing
  • Transfer any rights granted to you by us to another party
  • Use another member’s password for any purpose
  • Compromise Accounts, computer systems or networks connected to the Service through any means
  • Use any Account other than the single Account created with your real identity

APPENDIX 2: VERIFICATION PROCEDURES AND LIMITS

We use multi-level systems and procedures to collect and verify information about you in order to help keep ourselves, our members and our partners safe from fraudulent activity and for record-keeping purposes. Your daily or weekly Add-Funds limits, Remove-Funds limits, Transaction limits, and Transfer limits are based on the information you provide to us. Members who wish to use the Service must, at minimum:

  • Establish an Account with us by providing their legal name, verifying their email address, verifying their date of birth, phone number, address, national id or social security number, and our Membership Agreement in full

Members who wish to add or remove fiat or cryptocurrencies using an available fiat transfer must, at minimum:

  • Add and verify a bank account, credit and/or debit card
  • Provide additional details, including their residential address and government-issued document and/or social security number
  • We also may require that you provide or verify additional identifying information or to wait some amount of time a transaction before permitting you to use the Service at all or at any given level. You may view applicable volume limits by visiting here.
  • Upload a valid copy of your ID/Passport and a selfie to verify ownership of the account along with a proof-of-residence such as a utility bill.

 

 

You can contact us through support to request increased limits. We may require you to submit to enhanced due diligence at your cost and, of course, we cannot guarantee that we can increase your limits.

Spend Lender Agreement

Last updated November 22, 2018

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING THE SPEND WEBSITE OR USING THE SPEND SERVICE, YOU AGREE TO BE BOUND BY THE (1) SPEND TERMS OF USE (2) SPEND E-SIGN AGREEMENT, and (3) SPEND PRIVACY POLICY  YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT ACCESS THE SPEND WEBSITE OR USE THE SPEND SERVICE. THE HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY. YOU SHOULD PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS. THIS PROGRAM AGREEMENT IS FOR LEND BY SPEND

1. What are you agreeing to?

1.1. The Parties to this Agreement.

These Terms of Service describe a contractual relationship (“Agreement”) between you (“you” or “your”) and Spend, Inc. (including its subsidiaries, affiliates, agents, and assigns) (“Spend,” “we,” “us,” “our”), formerly known as Expedite, Inc. or Expedite Software, regarding your use of this website (“Website”) or the Spend mobile application (the “App”), your use of the “Lend By Spend” service as described below in Section 2.1, your use of “Additional Tools” as described below in Section 2.2, your use of any other service(s) offered through the Website or App, and your access to your Spend account information and service through the Website or App (collectively, the “Spend Service(s)” or “Service(s)”).

1.2. Changes to this Agreement.

Spend may unilaterally decide to change this Agreement from time to time, provided, however, that such changes will not impose additional obligations on you with respect to actions you took before the change became effective unless you specifically agree to such changes (for example, by confirming a loan). Additionally, YOU AGREE TO ACCEPT ANY CHANGES TO THIS AGREEMENT BY USING THE SPEND SERVICES AFTER CHANGES HAVE BEEN POSTED. If Spend makes any changes to this Agreement that it deems to be material, Spend will make a reasonable effort to inform you of such changes, but it is your responsibility to review the Agreement posted to our website from time to time to see if it has been changed.

1.3. Your Eligibility.

To be eligible to use the Services, you must be at least 18 years old and a in an eligible state/country to use the “Lend By Spend” service. You represent and warrant that you are eligible to use the Services.

2. How Spend will serve you.

2.1. The “Lend By Spend” Service.

2.1.1. Description: “Lend By Spend” is a closed-end installment loan product with standard terms of 30, 60, or 90 days (other terms may be available at select merchants) offered by Spend. Loan term options may vary based on loan to value percentage and if collateral is pledged. “Lend By Spend” allows you to obtain a secured loan instantly that may be useable via your fiat wallet or Spend Visa Card.

2.1.2. Your Promise to Pay: Before completing any transaction on your behalf through any Spend Services, Spend will secure your promise to pay by disclosing the terms and conditions applicable to that transaction and securing your affirmative consent to those terms for that transaction, including your promise to pay the Total Payments amount to Spend or its assignees, by asking you to click the button to confirm your loan or your instant loan settings.

2.1.3. Interest Rates: “Lend By Spend” rates range from 8% to 12% fixed Annual Percentage Rate (“APR”), depending on your “Spend Score” which consists of creditworthiness, consumer background check, and/or collateral value. “Lend By Spend” loans are simple interest loans, which means that interest accrues daily on the unpaid principal balance, up to the amount of the finance charge, until you pay the loan in full. If, however, you pay your loan off early, the Prepayment Refund terms below may apply.

2.1.4. Finance Charge: The “Lend By Spend” service is subject to a finance charge based on the applicable interest rate determined by your “Spend Score”. Spend will always disclose the specific finance charge before you agree to any loan. If you agree to the instant loan option that you will have a fixed loan percentage for all loans on your profile which is pre-determined and agreed upon by you prior to any loans are established.

2.1.5. First Payment: Your first payment will be due on the end date of your closed-end installment loan.

2.1.6. Late Payment Fee: You will never be charged any late fees for using “Lend By Spend.”

2.1.7. Payment Allocation: Payments that you make will be applied first to accrued unpaid interest then to the unpaid principal balance. For loans that are delinquent, your payment will be applied first to past due amounts, then to your current monthly payment. For loans that are charged off, your payment will be applied first to the unpaid principal balance, then to accrued unpaid interest.

2.1.8. Partial Prepayments: Payments in excess of your currently scheduled payment will be applied to your unpaid principal balance and will not be used toward your next scheduled payment. Thus, your monthly scheduled payment amounts will remain the same except for your final payment.

2.1.9. No Prepayment Penalty: You may prepay your loan in full at any time without penalty.

2.1.10. Prepayment Refund: You are entitled to a refund of any amounts you pay in excess of the remaining principal balance and accrued interest as of the date of prepayment. We, however, may set off any amounts you are entitled to against any amounts you owe on any other “Lend By Spend” loan or owe us otherwise. In lieu of a prepayment refund, you may satisfy your repayment obligation under the “Lend By Spend” service on any date prior to the date of the final payment by paying Spend an amount equal to the unpaid balance, less the required rebate as of the date of such a payment.

2.1.11. Delays in Processing: In some cases when you attempt to use “Lend By Spend” to make a purchase, the transaction may be held as pending or be otherwise declined for processing and confirmation by either Spend or the merchant and can be cancelled at any time until it is confirmed by Spend.

2.2 Additional Tools.

2.2.1. Tools We May Offer: We may from time to time offer you the ability to access certain financial tools or services. Examples of such services include the Spend Wallet, Spend Visa Card, Spend Purchasable Items, and other Spend Services.

2.2.2. Limitations on Tools: You agree that we may modify the tools or cease making them available to you at any time without notice. We have no obligation to continue to make any particular tool available to you or to do so without charge. If we modify a tool or cease to make a tool available to you, you understand that you may lose access to any information that you may have supplied in connection with your use of the tool and have no rights to obtain such information from us. To the extent that the tools present information regarding financial accounts you may have with other lenders or financial institutions, you understand that the information may not be up to date. Before acting on any such information, you should confirm its accuracy with the lender or financial institution holding the account. There may be times when a tool we offer is unavailable or not properly functioning, and you agree that we have no liability to you if this occurs or in connection with the tools generally. You may need certain hardware or software to utilize the tools, and you understand that your failure to have such hardware or software will result in your not being able to use the tools or some tool functionality. You understand that some tools or some tool functionality may only be available to consumers who have relationships with certain lenders, service providers or financial institutions or who have certain financial products. If you do not have such relationships or products, you understand that you may not be eligible to use a tool or all of its functionality. You agree that we may use information we gather through the tools to market other products and/or services to you, including those of third parties.

2.2.3. Third Party Providers: We may rely on third party providers to assist us in making a tool or other Spend Service available to you. By linking your bank account to a tool or Service, you authorize us and our third party providers to access your financial accounts on your behalf, and to gather information about you. You give us and our third party providers a limited power of attorney, and appoint us and our third party providers as your true and lawful attorney-in-fact and agent to act on your behalf and access, transmit, and use your information as necessary to provide the tools and other Services. You agree to the transfer, storage, and processing of your information by these third party providers in accordance with their respective privacy policies, including Plaid’s privacy policy. We have no liability to you for any damages you may suffer as a result of any such third party’s actions or inactions or from inaccurate account information.

2.2.4. Tools are Provided for Informational Purposes Only: Financial information provided through the tools is provided for informational purposes only and not a substitute for individualized professional advice. We make no representation that we will improve or attempt to improve your credit record, history or rating. The tools are not intended to provide financial, legal or tax advice, and we are not a financial planner, broker or tax advisor. The tools are intended only to provide general assistance in organizing your finances. Before making any financial decisions or implementing any strategy, you should consider obtaining additional information and advice from your accountant or other financial advisers who are fully aware of your individual circumstances.

2.2.5. Accuracy, Reliability and Timeliness of Information: YOUR USE OF THE TOOLS IS AT YOUR SOLE RISK. INFORMATION PROVIDED THROUGH THE TOOLS IS ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR INFORMATIONAL PURPOSES ONLY. WE MAKE NO WARRANTY THAT THE TOOLS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE OR RELIABLE.

2.3. Cancelling Transactions.

Spend may choose not to provide service to you or to specific merchant sites at any time for any reason, including but not limited to, your creditworthiness, your history of transactions on our site, the merchant’s account history or any other reason. Spend may cancel transactions at any time before a Merchant delivers any goods or services if you violate any term of this Agreement.

2.4. Collecting Information About You.

By using the Spend Services, you authorize Spend, directly or through third parties, to make any inquiries we consider necessary to validate your identity and to collect information about you in accordance with the Customer Identification Program (CIP) rules implementing Section 326 of the USA PATRIOT Act and our Privacy Policy. This may include asking you for further information that will allow us to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial instruments, or verifying your information against third party databases or through other sources. We may also ask you for identifying documents to help us validate your identity. Spend reserves the right to close, suspend, or limit access to your account and/or the Services in the event we are unable to obtain or verify this information.

2.5. Spend Authorization Engine

You expressly authorize Spend to use its Spend Authorization Engine (SAE) to process transactions on your behalf to the merchant and issuing bank and to loan fiat currency required to approve your transaction to your Spend Visa Card. You expressly authorize Spend to use the active wallet selected to draw funds from your wallet to settle the transaction performed on the SAE. You expressly authorize us to use the information that we obtain from your profile and “Spend Score” to decide if you are approved for a transaction.  You authorize Spend to use information from such transactions to, among other things, market Spend’s current and future products and services to you (both during and after the term of your loan and the term of any other services you may obtain from us), provide you with other services (including Spend Wallet services) may request, make decisions related to the servicing and collection of your account, measure how the loan you obtained from such as statistical analysis, and share information with you about your profile.

You understand that Spend may report information about your loan (such as on-time, late, and missed payments; any defaults; and the fact you paid off your loan) to credit reporting agencies.

2.6. Collection.

You agree to allow Spend to send you payment reminders from time-to-time. Notwithstanding whether you have consented or withdrawn your consent to the Spend E-Sign Consent, you agree that payment reminders may take the form of any available communication. You also agree that if you fail to pay an amount owed to Spend pursuant to this Agreement, Spend may engage in collection efforts to recover such amounts from you. You expressly authorize us to dispose of any secured collateral in an attempt to satisfy your obligations due. These collection efforts may involve contacting you directly, submitting your information to a collections agency, or taking legal action. FAILURE TO PAY MAY AFFECT YOUR CREDIT SCORE.

2.7. Communication & Notification.

You agree that Spend may provide you communications about your account and the Spend Service electronically or through phone calls or in writing. Standard mobile, message, or data rates may apply and you are responsible for any such fees. Spend reserves the right to close or limit access to your account and immediately collect all due amounts if you withdraw your consent to receive electronic or other communications or if you revoke access to any third party site on which the Spend Service relies (e.g., Plaid, etc.) or if any such service should revoke or cancel your account on that site. Any electronic communications will be considered to be received by you within 24 hours of the time we email it to you or otherwise send it to your attention (such as via SMS or other online or mobile notification). We may assume you have received any communications sent to you by postal mail 3 business days after we send it.

If we need to contact you to service your account or to collect amounts you owe to us, you give direct consent to us, as well as servicers, agents, contractors and collectors of your account, to communicate with you in any way, such as calling, texting, or email via:

  • a mobile phone or landline you provide to us, use to contact us, or at which we believe we can reach you (even if it is not yours),
  • any email address you provide to us or one of our merchants,
  • automated dialer systems and automatic telephone dialing systems,
  • pre-recorded or artificial voice messages and other forms of communications.

You also agree that these communications are not unsolicited for purposes of any state or federal law, and you understand that this may result in additional mobile, text message, or data charges.

You understand and agree that Spend may, without further notice or warning and in our discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Spend or its agents for quality control and training purposes or for its own protection. You acknowledge and understand that, while your communications with Spend may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by Spend, and Spend does not guarantee that recordings of any particular telephone calls will be retained or retrievable.

Notwithstanding this provision, Spend’s delivery of any Disclosures governed by the Spend E-Sign Consent shall be governed by your consent or withdrawal of consent to receiving such Disclosures in electronic form.

2.8. Working with Third Parties.

If you grant express permission to a third party to take specific actions on your behalf, or access particular information about your account, either through your use of the third party’s product or service or through your Spend account, you acknowledge that Spend may disclose the information about your account that is authorized by you to this third party. You also acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. Further, you acknowledge and agree that you will not hold Spend responsible for, and will indemnify Spend from, any liability arising from the actions or inactions of this third party in connection with the permissions you grant.

3. Your use of Spend.

3.1. Agreement to Provide Accurate Information.

When you provide information to Spend or in connection with the Spend Services, you agree to provide only true, accurate, current and complete information about yourself and you agree not to misrepresent your identity or your account information. You further agree to keep your account information up to date and accurate.

3.2. User Responsible for Fees.

If you use the Spend Services, you are responsible for any fees or other amounts that your phone service provider charges, such as fees for SMS, data services, and any other fees that your phone service provider may charge.

3.3. Repayment Methods.

You may use one of the acceptable methods of payment to make one-time transactions to pay your account as payments become due or to pay your loan in full.

Currently acceptable methods of payment are:

  • Cryptocurrencies – Payments made by cryptocurrencies are available to all users. Users can use any supported cryptocurrency to satisfy their loan balances.
  • ACH Transfer – You may pay your account balance by authorizing an Automated Clearing House (ACH) transaction from your bank account.
  • USD Wallet – You may use your USD Wallet balance to make payments on your loan.
  • Check – You may pay your account balance by writing a check payable to the order of: Spend US, Inc.
    Please send all checks to: Spend US, Inc., P.O. Box 8549, Wichita, KS 67208-2804

3.4. Access to Your Account.

You are responsible for maintaining the secrecy of the login credentials to your Spend account. You agree to establish reasonable security procedures and controls to limit access to your password or other identifying information to authorized individuals, which includes choosing passwords and other credentials in a manner that will protect the security of your information. Your credentials include your username and password to your Spend account and to any third party account you have used to login to your Spend account. You are also responsible for maintaining the accuracy of the information in your Spend account.

3.5. Website & App Content.

The information on the Spend website and App is for information purposes only. It is believed to be reliable, but Spend does not make any promises as to its completeness, timeliness or accuracy. The information and materials contained in the Website, and in this Agreement, are subject to change without notice.

Access to the Services may from time to time be unavailable, delayed, limited or slowed due to, among other things:

  • servers, networks, hardware failure (including your own computer), telecommunication lines and connections, and other electronic and mechanical equipment;
  • software failure, including among other things, bugs, errors, viruses, configuration problems, incompatibility of systems, utilities or applications, the operation of firewalls or screening programs, unreadable codes, or irregularities within particular documents or other content;
  • overload of system capacities;
  • damage caused by severe weather, earthquakes, wars, insurrection, riots, civil commotion, act of God, accident, fire, water damage, explosion, mechanical breakdown or natural disasters;
  • interruption (whether partial or total) of power supplies or other utility of service; strike or other stoppage (whether partial or total) of labor;
  • governmental or regulatory restrictions, exchange rulings, court or tribunal orders or other human intervention; or
  • any other cause (whether similar or dissimilar to any of the foregoing) whatsoever beyond the control of Spend.

3.6. Links to Other Websites.

Links to non-Spend websites are provided solely as pointers to information on topics that may be useful to users of the Services, and Spend has no control over the content on such non-Spend websites. Spend makes no warranties concerning the content of such websites, including the accuracy, completeness, reliability of said websites, nor does Spend warrant that such website or content is free from any claims of copyright, trademark or other infringement of the rights of third parties or that such site or content is devoid of viruses or other contamination. If you choose to follow a link to a website not controlled by Spend, you must do so at your own risk. Spend does not guarantee the authenticity of documents on the Internet. Links to non-Spend websites do not imply any endorsement of or responsibility for the opinions, ideas, products, information or services offered at such sites, or any representation regarding the content at such websites.

3.7. Closing Your Account.

You may request to close your account at any time by contacting us at help@spend.com. Your request may take up to 30 business days to process. Upon account closure, we will cancel any pending transactions unless otherwise legally prohibited. If you owe any payment, Spend will not close your account until that payment has been made, but we may limit your ability to make additional transactions using your account. You may not close your account to evade an investigation. You will remain liable for all obligations related to your account even after the account is closed. Spend will retain your information in accordance with our Privacy Policy and any applicable state or federal law, rule or regulation.

3.8. Dormant Accounts.

Spend may close your account if you do not log in to your account or use the Spend Services for two or more years. Spend will retain your information in accordance with Section 3.7 above.

3.9. Feedback You Provide.

If you submit comments, ideas, or feedback to us, you agree that we can use them without any restriction or compensation to you. If we accept your submission, we do not waive any rights to use similar or related ideas or feedback previously known to us, developed by our employees, or obtained from sources other than you.

4. How you may NOT use Spend.

By using the Spend Services, you agree that:

  • You will not engage in any activities related to the Services that violate any applicable law, statute, regulation, or ordinance or breach this Agreement or any other agreement or policy you have with Spend;
  • You will not provide false, inaccurate or misleading information;
  • You will not provide information belonging to any person other than yourself or use an account that belongs to another person for yourself or on behalf of another person;
  • You will not use the Services to purchase:
    • Illegal items or conduct any illegal activities or transactions;
    • Ammunition, firearms, certain firearm parts or accessories, and certain weapons or knives regulated under applicable law;
    • Narcotics, steroids, controlled substances, quasi-pharmaceuticals, or drug paraphernalia;
    • Stolen goods, including but not limited to, digital or virtual goods; or
    • a good or service deemed unacceptable by Spend or its bank partner(s), in their sole discretion;
  • You will not use any device, software, routine, file or other tool or technology, including but not limited to any viruses, trojan horses, worms, time bombs or cancelbots, intended to damage or interfere with the Services or to surreptitiously intercept or expropriate any system, data or personal information from the Services;
  • You will not use the Services to make payment(s) on an existing Spend loan(s). Unless otherwise expressly permitted by Spend, you will not use the Services for the purpose of payment for an existing loan(s) from another institution;
  • You will not use the Services to accomplish a cash advance, wire or money transfer;
  • You will not commit unauthorized use of Spend’s Website and systems including but not limited to unauthorized entry into Spend’s systems, misuse of passwords, or misuse of any information posted to a site; and
  • You will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to denial of service attacks, “spam” or any other such unsolicited overload technique.

5. How Spend will resolve disputes.

5.1. Disputes with Spend.

If a dispute arises between you and Spend, our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. In the event of a dispute we encourage you first to contact Spend at help@spend.com try resolving your problem directly with us.

5.2. Mandatory Arbitration.

THIS SECTION AFFECTS YOUR RIGHTS, PLEASE READ CAREFULLY BEFORE AGREEING TO THESE TERMS OF SERVICE BY USING THE SPEND SERVICE OR THE WEBSITE. Except as explicitly provided in this Agreement, any dispute or claim relating in any way to your visit to the Website, your use of the Spend Services, a product offered or provided by or through the Website or Service, or otherwise arising out of or relating to this Agreement or the Services that cannot be resolved directly between you and Spend shall be resolved by non-appearance based binding arbitration, rather than in court. Except as otherwise provided in this Agreement, this includes any claims based in contract, statute, tort, fraud, misrepresentation or any other legal theory. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration and court review of an arbitration award is limited, but an arbitrator can award an individual the same damages and relief as a court and must apply and follow the terms of this Agreement as a court would. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

Either you or we can initiate arbitration through the alternative dispute resolution provider the American Arbitration Association (the “AAA”) pursuant to the then-current Supplementary Procedures for Consumer-Related Disputes (the “Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, Spend will pay all arbitration fees and expenses.

The arbitration shall be conducted by telephone or electronic means and/or shall be solely based on written submissions, the specific manner of which shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless the arbitrator determines that an in-person hearing is necessary based on the request of one of the parties and any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction. You and Spend each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial and agree to proceed only on an individual basis and not in a class, consolidated, or representative action. The parties hereby appoint the arbitrator the exclusive power to rule on any challenges to the requirement for the use of alternative dispute resolution process in these terms.

We also both agree that you or we may bring suit in court to obtain interim or preliminary injunctive relief necessary to protect the rights or property of you or Spend and all of its partners, affiliates, shareholders, employees, and agents of any kind (together, our “Affiliates”).

Except as explicitly provided elsewhere in this Agreement, all claims you bring against Spend must be resolved in accordance with this Section. Any claim filed or brought contrary to this Section shall be considered improperly filed. Should you file a claim contrary to this Section, Spend may recover from you attorneys’ fees and costs up to $1,500 per claim, provided that Spend first has notified you in writing of the improperly filed claim and you have failed to promptly withdraw the claim.

5.3. Restrictions.

You and Spend agree that any arbitration shall be limited to the dispute between Spend and you individually. To the fullest extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

5.4. Exceptions to Informal Negotiations and Arbitration.

You and Spend agree that the following disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any disputes seeking to enforce or protect, or concerning the validity of, any of your or Spend’s intellectual property rights; and (2) any claim for injunctive relief.

6. Miscellaneous Provisions.

6.1. Operations.

Spend operates and controls the Services from its offices in the United States. Spend makes no representation that the Services are appropriate or available in other locations. The information provided on the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Spend to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. Software from the Services may be subject to United States export controls. Thus, no software from the Services may be downloaded, exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading any software, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. The parties specifically disclaim application of the Convention on Contracts for the International Sale of Goods. These Terms of Service are effective until terminated by either party. You may terminate these Terms by destroying all Service-related materials obtained from the Service, Spend or any other website or source and paying all amounts you owe (including any fees or expenses incurred or imposed by Spend) in full. The privileges granted to you under these Terms of Service will terminate immediately and automatically without notice from Spend if, in our sole discretion, you fail to comply with any term or provision of these Terms of Service. Neither the course of conduct between the parties nor trade practice will act to modify these Terms of Service. You may not assign these Terms of Service without Spend’s prior written consent, but Spend may assign these Terms of Service and its rights and obligations hereunder to any party at any time without any notice to you. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. Upon Spend’s request, you will furnish Spend any documentation, substantiation or releases necessary to verify your compliance with these Terms of Service. You agree that these Terms of Service will not be construed against Spend by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Service and the lack of signing by the parties hereto to execute these Terms of Service.

6.2. Enforceability and Governing Law.

The failure of Spend to exercise or enforce any right or provision of these Terms of Service does not constitute a waiver of such right or provision. These Terms of Service constitute the entire agreement between you and Spend with regard to your use of the Spend Services and any previous Terms of Service that may exist between you and Spend is hereby superseded. These Terms of Service cannot be changed or modified by you except as posted on the Services by Spend. If any provision of this Agreement is held to be unenforceable, the unenforceable term or provision shall be replaced by an enforceable term or provision that comes closest to the intention underlying the unenforceable term or provision and the remaining provisions shall be enforced. To the extent that anything in or associated with the Services is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. The laws of the State of Delaware govern your access to, and use of, the Services and the terms of this Agreement.

6.3. Intellectual Property.

All content, design, graphics, compilation, magnetic translation, digital conversion and other matters to the Services are protected under applicable copyrights, trademarks and other proprietary rights (including but not limited to intellectual property rights) and owned by Spend or one of its affiliates. The copying, redistribution, use or publication by you of any part of the Services, unless expressly permitted in this Agreement, is strictly prohibited. Use of the Services does not give you ownership of any intellectual property rights in any of the content, documents or other materials you access. The posting of information or materials on the Services does not constitute a waiver of any right in such information and materials.

6.4. Trademark.

“Spend” is the marketing name for certain financial services activities of Spend as operator of the Services. “Spend” is a trademark of Spend. Other featured words or symbols may be the trademarks of their respective owners.

6.5. Indemnification.

You agree to indemnify, defend and hold Spend and its Affiliates harmless from any liability, including reasonable attorneys’ fees, related to your use of the Services or any violation of these Terms of Service.

6.6. DISCLAIMER OF WARRANTY.

SPEND AND ITS AFFILIATES MAKE NO COMMITMENTS OR WARRANTIES ABOUT (i) THE CONTENT, RELIABILITY, OR AVAILABILITY OF THE SERVICES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SERVICES OR (ii) THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE WEBSITE, APP OR SERVICES. SPEND AND ITS AFFILIATES DISCLAIM, WITHOUT LIMITATION, ANY WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICES, INCLUDING ANY WARRANTY REGARDING NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. SPEND AND ITS AFFILIATES SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF PAYMENT TRANSACTIONS OR THE SERVICES.

6.7. LIMITATION OF LIABILITY.

SPEND AND ITS AFFILIATES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY PRODUCT AVAILABLE FROM OR THOUGH THE WEBSITE OR THE USE OF THE SERVICES. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, SPEND AND ITS AFFILIATES ARE NOT LIABLE FOR ANY COMPENSATORY, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE; NOR ARE SPEND AND ITS AFFILIATES LIABLE FOR ANY THIRD PARTY CLAIMS OF ANY NATURE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. NONE OF THE SERVICES WOULD BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, YOU OBTAIN FROM US FROM OR THROUGH THE WEBSITE OR SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. NEITHER SPEND NOR ITS AFFILIATES SHALL HAVE ANY LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM ANY CONDITION BEYOND THE REASONABLE CONTROL OF SUCH PARTY.

6.8. Statute of Limitations.

You and Spend both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services, Terms of Service or Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.

6.9. No Third-Party Beneficiaries.

This Agreement is between you and Spend. No user has any rights to force Spend to enforce any rights it may have against you or any other user.

6.10. Government Use.

If you are a part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of any of our products or Services is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Service and any related software is a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of the Service by the Government shall be governed solely by these Terms.

6.11. Covered Borrowers under the Military Lending Act.

Notwithstanding any other provision of this Agreement, Sections 5.2, 5.3, 6.7, and 6.8, and the waiver of defenses provision of Section 6.1 shall not apply to a “covered borrower” under the Military Lending Act, as defined in 32 C.F.R. § 232.3(g). Furthermore, nothing in this Agreement shall be construed as applying to a covered borrower to the extent inconsistent with the Military Lending Act.

Spend E-Sign Consent Agreement

This E-Sign Consent constitutes your consent to receive disclosures and other information in electronic form. In connection with Spend and all of Spend’s service providers, issuing banks, third party providers, and the lender of all loans (“Partners”), are required by law to provide you with certain disclosures. Without your consent, Spend and Partners are not permitted to provide those disclosures to you online. If you do not consent to this E-Sign Consent, you should NOT USE ANY of the Spend Services.

1. Consumer Consent.

Before using the Spend Services, you will be asked to consent to the Spend Terms of Service by clicking “Create Account.” This action constitutes your electronic signature and manifests your consent and agreement to the following terms:

  • Spend and/or Partners may provide disclosures required by law relating to the Spend Services and any other information about your legal rights and duties and your account to you electronically.
  • Spend and/or Partners may send any communications, billing statements, or required disclosures, such as initial and annual privacy notices (together, “Disclosures”) to you electronically via our website or to the email address or mobile telephone number that you have provided to us, either directly or indirectly via the merchant to whom Partners will send funds on your behalf.
  • Spend and/or Partners Bank may notify you via email when the Disclosures are available. The Disclosures will be available for at least 30 days and will be provided to you in a format that can either be printed or downloaded for your records. Whenever we send you an email or text message regarding the Disclosures, that email or text message will contain instructions regarding how to view the Disclosures.
  • Your electronic signature on agreements and documents has the same effect as if you signed them in ink.
  • This consent applies to any transaction undertaken through the Services in the past, to all future disclosures and communications on your account, to all future transactions in which you use the Services, at any time, to any transaction with us, and to other Disclosures that we provide to you by email.

2. Minimum Requirements

You understand that, in order to view and/or retain copies of the Disclosures, you may need a computer with an Internet connection (PCs should be running Windows 7 or higher and Internet Explorer 10 or higher, Chrome, or Firefox; Macs should be running OSX and Safari, Chrome, or Firefox); a mobile device (iOS 6.0 or higher devices running Safari or Chrome; Android 4.0 or higher devices running Android Browser or Chrome), a valid email address, a working mobile telephone number that can receive text messages, sufficient storage space to save Disclosures or the capability to print the Disclosures from the device on which you view them.

3. Withdrawing Consent.

You are free to withdraw your consent at any time. If at any time you wish to withdraw your consent, you can send us your request by submitting a request through the ‘contact us’ link at www.spend.com, emailing help@spend.com or writing to us at Spend US, Inc., P.O. Box 8549, Wichita, KS 67208-2804. If you decide to withdraw your consent, the legal effectiveness, validity and/or enforceability of prior electronic Disclosures will not be affected and Spend may close or limit access to your account. You agree to pay any amount owed to Spend even if you withdraw your consent and we close or limit access to your account.

4. Legal Effect.

Your consent to this E-Sign Consent means that Disclosures Spend and Partners provide to you electronically shall have the same meaning and effect as if provided in paper form. A text message or email alerting you that Disclosures are available electronically, provided that the Disclosures are made available online shall have the same meaning and effect as if Spend and Partners had provided those Disclosures to you in paper form, regardless of whether you actually view those Disclosures, unless you have withdrawn your consent pursuant to Section 3, above, prior to receiving such Disclosures.

5. Miscellaneous.

You agree that Spend may modify or change the methods of disclosure described herein, and that Spend and/or Partners may send you Disclosures in paper form at its option. You can obtain a paper copy of an electronic Disclosure at no charge, provided that such request is made within a reasonable time after we first provided the electronic Disclosure to you. To request a paper copy of a Disclosure, contact Customer Care at (800) 730-3194.

You also agree that Spend is not responsible for any delay or failure in your receipt of any text message or email notice that is not caused by Spend’s failure to send such a notice to the phone number or email address you have provided for that purpose.

 

Virtual Currency Risk Disclosure

This notice provides you with information about the risks associated with virtual currency products, which you may invest in through services provided to you by Spend entities. Spend provides a wide range of virtual currency(“cryptocurrency”) services in relation to a number of products through its regulated entity Spend OÜ authorized and regulated by the Financial Intelligence Unit (“FIU”) in Estonia and licensed to provide services of exchanging a virtual currency against a fiat currency as well as a virtual currency wallet service.

Spend offers its users the opportunity to buy cryptocurrencies (i.e. Bitcoin), hold such cryptocurrencies and subsequently sell such cryptocurrencies all subject to the Virtual Currency Terms of Use.

All these products carry a high degree of risk and are not suitable for many users. This notice provides you with information about the risks associated with these products but it cannot explain all of the risks nor how such risks relate to your personal circumstances. If you are in doubt you should seek professional advice. It is important that you fully understand the risks involved before deciding to trade with Spend and that you have adequate financial resources to bear such risks and that you monitor your virtual currencies carefully. Trading involves risk to your capital. You should not invest money that you cannot afford to lose, however you cannot lose more than the equity in your account.

Appropriateness

Before we open an account for you, we are required to make an assessment of whether the product(s) and/or services you have chosen are appropriate for you, and to warn you if, on the basis of the information you provide to us, any product or service is not appropriate. If you decide to continue and open an account with us, you are confirming that you are aware of and understand the risks.

Position Monitoring

You should further ensure you are able to monitor positions on your account at all times, as you are solely responsible for this. We are not responsible for monitoring positions on your account.

Execution

Although the Spend platform is automated and we are giving you the best execution available, it is possible that the market price could have changed between order placement and execution time, and therefore we cannot guarantee that the price requested will be the same as the price that the order is executed, the price you receive can be in your favor or against you.

In addition, there are risks associated with use of online deal execution and trading systems including, but not limited to, software and hardware failure and internet disconnection.

Cryptocurrencies

  • Trading risks
    • Since Cryptocurrencies markets are decentralized and non-regulated our Cryptocurrencies Services are limited to the services we provide the user which is the ability to convert to fiat and host the virtual currencies on our platform. This means that there is no central bank that can take corrective measure to protect the value of Cryptocurrencies in a crisis or issue more currency. 
  • CRYPTOCURRENCIES MARKETS ARE DETERMINED BY DEMAND AND SUPPLY ONLY. The Cryptocurrencies market is a dynamic arena and their respective prices are often highly unpredictable and volatile. The prices of Cryptocurrency are usually not transparent and highly speculative and susceptible to market manipulation. In the worst-case scenario, the product could be rendered worthless.
  • It is important to make a distinction between indicative prices which are displayed on charts and dealable prices which are displayed on our platform. Indicative quotes only give an indication of where the market is. Because the Cryptocurrencies markets are decentralized, meaning it lacks a single central exchange where all transactions are conducted, each market maker may quote slightly different prices. Therefore, any prices displayed on any chart made available by us or by a third party will only reflect “indicative” prices and not necessarily actual “dealing” prices where trades can be executed.
  • Cryptocurrency trading is prone to being misused for illegal activities due to the anonymity of transactions and investors would be adversely affected if law enforcement agencies investigate ay alleged illicit activities.
  • ACCORDINGLY, CRYPTOCURRENCIES SHOULD BE SEEN LIKE AS AN EXTREMELY HIGH RISK ASSET AND YOU SHOULD NEVER INVEST FUNDS THAT YOU CANNOT AFFORD TO LOSE. Given the foregoing, Cryptocurrencies are not appropriate for all investors. You should not deal in these products unless you have the necessary knowledge and expertise, you understand these products’ characteristics and your exposure to risk. You should also be satisfied that the product is suitable for you in light of your circumstances and financial position. In addition, use of our Services can never be considered a safe Virtual Currency rather only a Virtual Currency with a high risk of loss inherently associated with it. Furthermore, our own spread is added to online quotes which makes a trade on our websites even more volatile.
  • The risk of loss in trading Cryptocurrencies can be substantial. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. You should be aware that You may sustain a total loss of the funds in your Account. If the market moves against your position, you may be called upon by us to provide a substantial amount of additional margin funds, on short notice, in order to maintain your position. If you do not provide the required funds within the time required by us, your position may be liquidated at a loss, and you will be liable for any resulting deficit in your account.
  • Spend currently allows trading in cryptocurrencies over the weekend and it reserves the right not to do so. Should Spend so elects, trading in cryptocurrencies shall be allowed only from Monday through Friday. Given that the cryptocurrencies exchanges may operate over weekends, there may be a significant difference between Friday’s close and Sunday’s open. All such factors may result in you either not completing an order on a specific trading day or completing an order on a substantially less favorable price.
  • Under certain market conditions, you may find it difficult or impossible to liquidate a position. This can occur, for example, when the market reaches a daily price fluctuation limit (“limit move”), if there is insufficient liquidity in the market.
  • Blockchain Risks. Since blockchain is an independent public peer-to peer network and is not controlled in any way or manner by Spend shall not be responsible for any failure and/or mistake and/or error and/or breach which shall occur in blockchain or in any other networks in which the Cryptocurrencies are being issued and/or traded. You will be bound and subject to any change and/or amendments in the blockchain system and subject to any applicable law which may apply to the blockchain. We make no representation or warranty of any kind, express or implied, statutory or otherwise, regarding the Blockchain functionality nor for any breach of security in the Blockchain.
  • Operation of Cryptocurrency Protocols. Spend does not own or control the underlying software protocols which govern the operation of Cryptocurrencies available for trading on our platform. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. Spend is not responsible for operation of the underlying protocols and Spend makes no guarantee of their functionality, security, or availability. The underlying protocols are subject to sudden changes in operating rules (“Forks”), and such Forks may materially affect the value, function, and/or even the name of the Cryptocurrency Spend holds for your benefit. In the event of a Fork, Spend may temporarily suspend Spend operations (with or without advance notice to you) and that Spend may (a) configure or reconfigure its systems or (b) decide not to support (or cease supporting) the Forked protocol entirely. Spend may, but is not obligated to do so, adjust your account in respect of a Fork depending on the circumstances of each event attributable to any specific Cryptocurrency held by You.
  • Third Parties’ Risks. We may elect to execute any order and/or hold any fiat money and Cryptocurrencies via Third Parties. Such Third Parties are not banks that hold their fiat money/virtual currency as a deposit. If any such Third Party loses any money, fails or goes out of business, there is no specific legal protection that covers you for losses arising from any funds you may have held with such Third Party, even when such party is registered with a national authority. Depending on the structure and security of the digital wallet, some may be vulnerable to hacks, resulting in the theft of virtual currency or loss of customer assets. Spend will not be responsible in the event of losses caused by those Third Parties.
  • Delisting and/or unsupported Cryptocurrencies: If at any time any of the Cryptocurrencies that forms the subject of your order is delisted and/or we no longer support the trading in such Cryptocurrencies for any reason, then the applicable order will be immediately closed. If Spend is notified that a Cryptocurrency you hold in your Account is likely to be delisted and/or removed and/or canceled from any of the exchanges (some of them or all) and Spend believes that it shall not be able to trade in such Cryptocurrencies, Spend shall make an effort to sell the Cryptocurrencies on your behalf at such time and price, and in such manner, as it determines.

Internet Risks

While using our website and/or applications, system errors might occur. You should be aware of the risks that may result from any system failure which could mean that your order may be delayed or fail.

You acknowledge that there are risks associated with utilizing an Internet-based trading system including, but not limited to, the failure of hardware, software, and Internet connections, the risk of malicious software introduction, the risk that third parties may obtain unauthorized access to information and/or assets (including your Cryptocurrencies) stored on your behalf, cyber-attack, the Cryptocurrency network failure (such as blockchain), computer viruses, communication failures, disruptions, errors, distortions or delays you may experience when trading via the Services, howsoever caused, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Spend.

Fees and Costs

Our fees and charges are set out on our website spend.com under the ‘Fees’ section. Please be aware of all costs and charges that apply to you, because such costs and charges will affect your profitability.

 

Information

Any opinions, news, research, analyses, prices, or other information contained on this website are provided as general market commentary, and do not constitute Virtual Currency advice. Spend shall not be responsible for any loss arising from any Virtual Currency based on any recommendation, forecast or other information provided.

 Past Performance

Past performance is not an indication of future performance. The value of Virtual Currency can go down as well as up.

 

 

Spend Electronic Transfer Agreement

Services provided by Prime Trust

 

This agreement (the “Agreement”) sets out the terms and conditions governing your use of the Spend Electronic Transfer Service (the “Service”). The Service is offered through the website with its home page located at www.spend.com. Your use of the Services is governed by this Agreement and constitute the legal relationship between you and us.

BY USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE DO NOT USE THE SERVICES IF YOU DO NOT ACCEPT TO BE BOUND BY THIS AGREEMENT. IT IS IMPORTANT THAT YOU TAKE THE TIME TO READ THIS AGREEMENT CAREFULLY.

As used herein, the terms “Bank”, “we,” “us,” and “our” mean Prime Trust, and “Spend” means Spend US, Inc. “You” and “your” means the person who is using the Services to transfer funds from a US bank account.

For US customers, you can connect your bank account in just a few minutes by entering your bank credentials in our application. These banking credentials are never sent to Spend, but are shared with an integrated, trusted third-party, Plaid Technologies, Inc., to facilitate instant account verification. This service may store the provided credentials for verification purposes or use them on a per-transaction basis for fraud prevention, and to help verify a sufficient balance is available to process your transaction. For more information on how Plaid Technologies, Inc., collects, uses, and protects your information, please visit Plaid’s Privacy Policy

  1. Eligibility.As part of your use of the Service, you represent and warrant that:
  • If an individual, you are of the legal age of majority in your jurisdiction, but in all events at least 18 years old;
  • You have full authority to enter into this Agreement;
  • You hold a US bank account that will be the source of funds for transfers using the Service and that, unless you are acting as an agent as set forth below, is held in your name and over which you exercise legal authority and control;
  • You will not be violating any laws or regulations by entering into or by performing any part of this Agreement, or by otherwise using the Service;
  • You are not an agent acting for an undisclosed principal or third party beneficiary. In the event that you are acting for a third party, you agree to provide us with certified copies of identification evidence of such authorizations that you have received from the third party and obtain our express approval before acting on that third party’s behalf;
  • All information provided by you as part of your use of the Service is accurate and complete, and you undertake to promptly notify us of any changes to such information;
  • You will ensure that your contact details provided to Spend remain accurate and up to date. We will use those contact details to contact you wherever required under this Agreement or in connection with the Service. You may update your contact details at any time by logging in to your Spend account.
  1. Identity Verification Process.To help the government fight the funding of terrorism and money laundering activities, Federal law requires the Bank to obtain, verify and record information that identifies each person to whom we provide certain types of services. What this means for you when you use our Service we will require you or Spend to provide us with certain information such as your name, address, date of birth, taxpayer ID, phone number, email address, and other information that will allow us to identify you. We may require you or Spend to provide documentation, which may include your passport, driver’s license, or other government issued photo identification document. We may also contact you if we have additional questions. By using the Service, you consent to provide this information directly or to allow Spend to provide this information on your behalf.
  2. Compliance with Office of Foreign Assets Control (“OFAC”). All U.S. persons, including U.S. banks, bank holding companies, and non-bank subsidiaries, must comply with OFAC’s regulations. This means that we may institute a hold on your account or your funds, if you are a Specially Designated National, or fall into the scope of a country-based sanction program.
  3. Unlawful And Other Impermissible Use. You agree not to use the Service for any unlawful activity, and we reserve the right to investigate any suspicious activity or in response to any complaints or reported violations. When investigating any such activity, we reserve the right to report suspected unlawful activity to any appropriate regulatory or similar authority or person and to provide such authority or person any relevant information, including personal data.5. Bank Account Transfer Authorization. In order to use the Services, you will need to provide your bank account details, including your bank account number and routing number (each such bank account is deemed “Your Bank Account”). You represent that Your Bank Account payment details are correct, that you are authorized to access and transmit funds from Your Bank Account, that Your Bank Account is in good standing with the account-holding financial institution, and that you have the authority to initiate an electronic funds transfer in the amount at issue to or from Your Bank Account. You authorize us to initiate electronic credits and debits to Your Bank Account through the automated clearinghouse (ACH) network in order to process a requested transaction (each a “Transaction”), including any applicable fees and charges. Your authorization shall remain in effect for any Transaction that you have authorized unless canceled in accordance with this Agreement. You authorize us to try any bank transfer again if the initial transfer is rejected by your bank for any reason.6. Settlement. In a timely manner and in accordance with applicable Rules, we will process, transmit, and settle Transactions, other than Refused Transactions, that comply with the terms of the Agreement. Debit Transactions shall be settled in an account designated by us with the Bank. Credit Transactions shall be settled from our account to your designated bank account.7. Refused Transactions. We reserve the right in our sole discretion to refuse any Transaction. Reasons for refusal may include but are not limited to incorrect bank account details or an insufficient deposit amount. We generally will attempt to notify of you of any refusal, using the contact information provided by you or Spend, stating (where possible) the reasons for the refusal and whether the problem can be corrected. We will not notify you of a refusal where to do so would be unlawful.8. Agents and Service Providers. We use agents and service providers to help us deliver the Service to you. For example, Spend manages the Service on our behalf as our agent. Among other functions, Spend provides customer service and other functions. Spend is registered as a money service business with the Department of Treasury and Financial Crimes Enforcement Network. Regardless, all services provided by Spend or other agents or service providers are performed at our direction and subject to our supervision and control and, in every case, we are fully responsible for and liable to you for the Services provided by Spend as our agent and by any and all other service providers who may support the delivery of the Services to you.
  4. Errors.Once Transactions have been executed, they cannot be reversed, and, except as expressly set out in this Agreement, we will not be liable in any way for any loss you suffer as a result of a Transaction being carried out in accordance with your instructions. If you believe there to be an error in connection with a Transaction, then you should notify us at support@Spend.com.
  5. Limitations of Liability.Neither we nor any of our agents, affiliates, holding companies, subsidiaries, employees, officers, directors, service providers, or subcontractors will be liable:
  • For losses or damages alleged to result from our failure to properly complete a Transaction (except where the result of our negligence);
  • For losses or damages alleged to result from our delay in completing a Transaction;
  • If, through no fault of ours, you do not have enough money in Your Bank Account or have not timely deposited sufficient funds with us to make the Transaction;
  • If your system or device was not working properly during your use of the Service and you knew about the breakdown when you started the Transaction;
  • For errors made by you;
  • For errors by your bank, such as the provision of incorrect bank account information for Your Bank Account;
  • For losses or damage arising from your misuse or inability to use the Service Website, whether due to reasons within our control or not;
  • For losses or damage to you from our inability to complete a Transaction because we are prohibited by law or for losses or damage caused as a result of actions taken due to our obligations under applicable law or order; or
  • Due to circumstances beyond our control (such as failure or interruption of telecommunications or data transmission systems) that prevent or affect the Transaction, despite reasonable precautions that we have taken.
  1. Disclaimer of Liability.IN PROVIDING THE SERVICE TO YOU, NEITHER WE NOR ANY OF OUR AFFILIATES, HOLDING COMPANIES, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, SERVICE PROVIDERS OR SUBCONTRACTORS, MAKES ANY EXPRESS WARRANTIES OR REPRESENTATIONS TO YOU WITH RESPECT TO THE SERVICE EXCEPT AS SET OUT IN THIS AGREEMENT, AND ALL IMPLIED AND STATUTORY WARRANTIES AND REPRESENTATIONS, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT ARE HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL WE OR ANY OF OUR AFFILIATES, HOLDING COMPANIES, SUBSIDIARIES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, SERVICE PROVIDERS OR SUBCONTRACTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, WHETHER BASED ON NEGLIGENCE, WILFUL MISCONDUCT, TORT, CONTRACT OR ANY OTHER THEORY OF LAW, OR FOR ANY DAMAGES FOR LOSS OF DATA, LOSS OF INCOME, FAILURE TO REALIZE EXPECTED REVENUES OR SAVINGS, LOSS OF PROFITS OR ANY ECONOMIC OR PECUNIARY LOSS. WE FURTHER DISCLAIM ANY AND ALL LIABILITY FOR ANY GOODS OR SERVICES BOUGHT OR SOLD BY YOU THAT ARE SETTLED THROUGH YOUR PARTICIPATION IN THE SERVICE.
  2. Right of Set-Off.You agree that we are authorized at any time to set-off the funds deposited with us against your debts or liabilities owed to us. We may exercise this right of set-off without notice to you.
  3. Changes to this Agreement.We may amend this Agreement at any time by posting a revised version on the Service Website (a “Change”). In the event that there is a Change which happens during the time which we have agreed to perform a Service for you but the Service has yet to be fully completed, the original terms and conditions (prior to any such Change) shall apply until such Service has been fully completed or has been cancelled or terminated in accordance with this Agreement, exceptwhere a Change is required by applicable law to take effect sooner. For the avoidance of doubt, any Change relating to the addition of a new service, extra functionality or any such change which we believe in our reasonable opinion neither reduces your rights nor increases your responsibilities shall be deemed to be effective immediately. You are recommended to retain a copy of this Agreement at the time a Service is requested for your records. You also may request a copy from us of the version of the Agreement in effect at the time of a particular Transaction that you have requested by emailing support@spend.com
  • 14. Applicable Law and Arbitration. This Agreement and any claim or controversy arising out of or relating thereto, including any claim in connection with the Service (collectively, a “Claim”) is governed by the laws of the United States and the state of Nevada, without regard to conflicts or choice of laws principles, whether or not you live in Nevada. YOU HEREBY CONSENT TO ARBITRATION OF ALL CLAIMS BEFORE A SINGLE ARBITRATOR. THE ARBITRATOR WILL BE SELECTED AND THE ARBITRATION CONDUCTED PURSUANT TO THE CONSUMER ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. NO “CLASS” OR SIMILAR GROUP ARBITRATION SHALL BE PERMITTED. ALL ARBITRATION HEARINGS OR SIMILAR PROCEEDINGS SHALL BE HELD IN NEVADA, ALTHOUGH YOU MAY ELECT TELEPHONIC PROCEEDINGS OR WAIVE ANY HEARING. The AAA Consumer Arbitration Rules are available for review at: https://www.adr.org/aaa/faces/rules (click Rules, then click Consumer Arbitration Rules).Any arbitral award shall be final and binding and may be enforced by any court of competent jurisdiction. You understand that, in return for your agreement to this Section, we are able to offer you the Service at the terms designated, and that your assent to this Section is an indispensable consideration to this Agreement. You also acknowledge and understand that, with respect to any Claim:
  • YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
  • YOU ARE GIVING UP YOUR RIGHT TO HAVE A COURT RESOLVE ANY SUCH DISPUTE; and
  • YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY ARBITRATION OR LAWSUIT INVOLVING ANY SUCH DISPUTE.This Section is made pursuant to a transaction involving interstate commerce and will be governed by the Federal Arbitration Act, 9 U.S.C.1-16.15. Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be deemed to be modified to the minimum extent necessary to make it valid and enforceable and the rest of this Agreement will not be affected.16. Assignment. You may not transfer or assign this Agreement to any other person without our prior written consent. We may assign our obligations to you under this Agreement without your consent or any prior notice.17. English Language. This Agreement may be provided to you in English or any other language that we support. For the avoidance of doubt, any non-English version of the Agreement is provided for translation purposes only. In the event that any conflict arises between the English and non-English versions of the Agreement, the English version shall prevail.18. Entire Agreement. This Agreement and any document expressly referred to in it constitutes the whole agreement between us and supersedes any previous discussions, correspondence, arrangements or understandings between us.19. Notices to Us. If you have any problems using the Service, you should contact Spend Support via email, support@Spend.com. Any notice of legal claim or other process pursuant to this Agreement shall be delivered via post to:

Prime Trust LLC
Attn: General Counsel
2300 W. Sahara Avenue, Suite 1170
Las Vegas, NV 89102

  1. “Business Day” is a day Prime Trust s open to the public for carrying on substantially all of its business (other than Saturday, Sunday, or listed holidays). “Effective Date” must be a business day, or the record will be processed on the first business day following the effective date.

Holiday Schedule (Non-processing Days)

  • New Year’s Day
  • Martin Luther King Jr. Day
  • President’s Day
  • Memorial Day
  • Independence Day
  • Labor Day
  • Columbus Day
  • Veteran’s Day
  • Thanksgiving Day
  • Christmas Day

21.Warranties for Businesses or Corporate Originators. If you are business or corporate customer performing your own Origination, then you warrant to Prime Trust all warranties Prime Trust is deemed by the Rules to make with respect to entries originated by you. Without limiting the foregoing, you warrant and agree that (a) each entry is accurate, is timely, has been authorized by the party whose account will be credited or debited, and otherwise complies with the Rules; (b) each debit entry is for a sum which, on the settlement date with respect to it, will be owing to You from the party whose account will be debited, is for a sum specified by such party to be paid to You or is a correction of a previously transmitted erroneous credit entry; (c) you have complied with all pre-notification requirements of the Rules; (d) you will comply with the terms of the Electronic Funds Transfer Act if applicable or Uniform Commercial Code Article 4A (UCC4A) if applicable and shall otherwise perform its obligations under this Agreement in accordance with all applicable laws and regulations. All authorization records as required by the Rules shall be retained for a period of not less than two years after termination or revocation of such authorization and you will, upon request, furnish such original or copy of authorization records to Prime Trust. You shall indemnify Prime Trust against any loss, liability, or expense (including attorneys’ fees and expenses) resulting from arising out of any breach of any of the foregoing warranties or agreements.

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