Terms of Service

Effective: November 7, 2017

These terms of service ("Terms of Service") constitute a legal agreement between you and Switch Benefits, Inc. (“Switch”), a Delaware (USA) corporation. As used in these Terms of Service, the words "you" and "your" refer to you, the user of Switch’s website, device, or applications, as the party agreeing to these Terms of Service. The words "we", "us", "our" and any other variation thereof refer to Switch. Any reference to "Switch" in this document includes our directors, officers, employees, contractors, owners, agents, licensors, or licensees. As used in these Terms of Service, the term "Site" includes all websites and all devices or applications that we operate that link to these Terms of Service, pages within each such website, device, or application, any equivalent, mirror, replacement, substitute or backup website, device, or application, and pages that are associated with each such website, device, or application. The use of the word "including" in these Terms of Service to refer to specific examples will be construed to mean "including, without limitation" or "including but not limited to" and will not be construed to mean that the examples given are an exclusive list of the topics covered.

Acceptance of Terms
Privacy and your Personal Information
Registration Information
Accuracy of and Changes to your Information
Disclosure and Consent to Electronic Communications
Service
Your Use of the Services
Modification to Site or Services
Rights You Grant to Us
No Unlawful or Prohibited Use
Switch’s Intellectual Property Rights
Disclaimer of Presentation and Warranties
Limitation of Liability
Indemnification of Switch
Governing Law & Forum for Disputes
Miscellaneous

1. Acceptance of Terms

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE SITE OR THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE SITE OR THE SERVICES. You may not use the Site or Services, or accept these Terms of Service, if (a) you are not of legal age to form a binding contract with Switch; (b) you are prohibited by law from receiving or using the Services; or (c) you are not a U.S. resident.

Switch may modify this Terms of Service from time to time. Any and all changes to these Terms of Service will be posted on the switchbenefits.com site. The Terms of Service will always indicate the date it was last revised. In addition, we will send you an email informing you of any changes in the Terms of Service prior to posting those changes. When you use the Service after those changes are posted, you are deemed to have accepted the new Terms of Service and agree to be bound by any changes to the Terms of Service.

2. Privacy and your Personal Information

For information about Switch’s data protection practices, please read Switch’s Privacy Policy, which is hereby incorporated into this Terms of Service. This policy explains how Switch treats your personal information when you use the Service. The policy may be updated from time to time at our discretion. Changes will be effective upon posting to the site.

3. Registration Information

You agree and understand that you are responsible for maintaining the confidentiality of the combination of your Login ID and password, which together allow you to access the Service. That Login ID and password, together with any account information, mobile number or other contact information you provide form your "Registration Information." If you believe that your Registration Information or a device that you use to access any Site has been lost or stolen, that someone is using your account without your permission, or that an unauthorized transaction has occurred, you must notify us IMMEDIATELY at hello@switchbenefits.com.

4. Accuracy of and Changes to your Information

You agree to provide accurate profile information, including, as applicable, your name, physical address, email address, and Account Information, as defined in Paragraph 7 of these Terms of Service (“Profile Information”). You further agree to promptly update all your Profile Information whenever the information provided to us is no longer accurate. You can update your information by clicking on the settings link after you login. If you need help in changing your information, please email us at hello@switchbenefits.com. We are not responsible for any payment processing errors or fees or other Services-related issues arising from your failure to keep your Profile Information current.

5. Disclosure and Consent to Electronic Communications

You understand and agree that you are entering into these Terms of Service electronically and that certain categories of information ("Communications") may be provided by Switch to you by electronic means (i.e., via email, through the Service by displaying links to notices generally on the Site, or to your mobile device), unless and until you withdraw your consent as described below. The categories of Communications that may be provided by electronic means include:

○ These Terms of Service and any amendments, modifications, or supplements;

○ Records of any payment and other transactions you handle through the Sites or Services, including payment histories and transaction confirmations;

○ Disclosures or notices provided in connection with the Services, including any required by federal or state law (including initial disclosures, periodic statements, periodic and annual error resolution notices, initial and annual privacy notices, opt-out notices, and change-in-terms notices);

○ Any customer service communications, including communications with respect to claims of error or unauthorized use of the Sites or Services; and

○ Any other communication related to the Sites or Services.

Your access to this page through your device verifies that your device meets these requirements. Although we reserve the right to provide Communications in paper format at any time, you agree that we are under no obligation to do so. All Communications in either electronic or paper format will be considered to be "in writing." You should print a paper copy of these Terms of Service and any Communication that is important to you and retain the copy for your records. If you do not wish to receive these Terms of Service or the Communications electronically, you may not use the Sites or Services.

If you have opened an account with us and you wish to withdraw your consent to have Communications provided electronically, you must close your account by contacting hello@switchbenefits.com and stop using the Sites and Services. There are no fees to close your account with us. Any withdrawal of your consent to receive electronic Communications will be effective only after we have a reasonable period of time to process your withdrawal. We reserve the right, in our sole discretion, to discontinue the provision of your electronic Communications, or to terminate or change the terms and conditions on which we provide electronic Communications. We will provide you with notice of any such termination or change as required by law.

6. Service

Switch offers various tools and functions through the Sites (the "Services"), that can assess the value of virtual assets such as accrued pay and benefits, rewards programs etc. (the "Virtual Assets") and allow you to

a) view the value of your Virtual Assets or

b) use the value for monetary transactions, by assigning to Switch, the complete right, title and interest in those Virtual Assets ("Activating").

We may limit the total number of Virtual Assets that you can Activate at any given time or over a period of time. We may refuse to permit Activations if we reasonably believe such refusal is necessary or advisable for legal or security reasons or to protect the Services. If you fail to maintain a balance in your bank account that is sufficient to fund any payment that is due to us, we may refuse to make any subsequent payment for Virtual Assets Activated by you for as long as we determine to be necessary or appropriate.

7. Your Use of the Services

Your right to access and use the Sites and use the Services is personal to you and is not transferable by you to any other person or entity, and you may only access and use the Sites and Services for lawful purposes. When your Virtual Assets have been Activated, for valuable consideration, you sell and transfer to Switch, all right, title and interest in and to those Virtual Assets. You warrant that the Virtual Assets are just and due and that you have not received payment for the Virtual Assets or any part of the Virtual Assets. You further warrant that if you receive payment for the assigned Virtual Asset, including by your employer, you will transfer those payments, or permit those payments to be transferred to Switch.

By Activating Virtual Assets, you authorize us to charge your bank account for all payments due to us. You agree to maintain a balance that is sufficient to fund all payments you initiate. Switch reserves the right to charge your bank account at any time after the paycheck associated with Virtual Assets you have Activated has deposited into your account. Our failure to charge your bank account for Activated Virtual Assets within a set amount of time does not constitute a waiver of our right to charge your account for such funds. You represent and warrant that you have the right to authorize us to charge your account for payments due to us under these Terms. You will indemnify and hold Switch harmless from any claims by any other owner of the account. If we are unable to access funds from your bank account to complete a payment that is owed to Switch, you agree that:

○ you will reimburse Switch immediately, upon demand, the transaction amount to the extent that it was not collected by Switch;

○ you will reimburse Switch for any fees imposed on us as a result of the failed transaction; and

○ you will reimburse Switch for any fees we incur in attempting to collect the amount of the failed transaction from you.

Switch is not responsible for any overdraft fees, over-the-limit fees, or insufficient fund charges (including finance charges, late fees, or similar charges) that result from your failure to maintain a balance or available credit in the bank account that is sufficient to fund all payments you initiate.

Accurate records enable us to provide the Sites and Services to you. You must provide true, accurate, current, and complete information about your accounts maintained at Third Party Sites (“Account Information”), and you may not misrepresent any Account Information. In order for the Services to function effectively, you must also keep your Account Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Services provided to you will be affected. You represent that you are a legal owner of, and that you are authorized to provide us with, all Account Information and other information necessary to facilitate your use of the Services.

In order to allow you to use certain Services, we may be required to verify your identity. You authorize us to make any inquiries we consider necessary to validate your identity. These inquiries may include asking you for further information, requiring you to provide a taxpayer identification number, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, or verifying information you provide against third party databases or through other sources. If you do not provide this information or we cannot verify your identity, we can refuse to allow you to use the Services.

Your access and use of the Sites or Services may be interrupted from time to time for any of several reasons, including the malfunction of equipment, periodic updating, maintenance or repair of the Service, or other actions that Switch, in its sole discretion, may elect to take. In no event will Switch be liable to any party for any loss, cost, or damage that results from any period of downtime of the Sites or Services.

8. Modification to Site or Services

Switch reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Sites or Services with or without notice. We reserve the right to change the Services, including applicable fees, in our sole discretion and from time to time. In such event, if you are a member to the Service, we will provide notice to you. If you do not agree to the changes after receiving a notice of the change to the Services, you may stop using the Services. Your use of the Services after you are notified of any change(s) will constitute your agreement to such change(s). You agree that Switch shall not be liable to you or to any third party for any modification, suspensions, or discontinuance of the Sites or Services.

9. Rights you Grant to Us

By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content to Switch through the Service, you are licensing that content to Switch solely for the purpose of providing the Service. Switch may use and store the content for the purpose of providing the Service to you. By submitting this content to Switch, you represent that you are entitled to submit it to Switch for use for this purpose, without any obligation by Switch to pay any fees or other limitations.

By using the Service, you expressly authorize Switch to access your Account Information maintained by identified third parties, on your behalf as your agent. Switch will submit information including usernames and passwords that you provide to log you into the site. You hereby authorize and permit Switch to use and store information submitted by you to the Service (such as account passwords and usernames) to accomplish the foregoing and to configure the Service so that it is compatible with the third party sites for which you submit your information. For purposes of these Terms of Service and solely to provide the Account Information to you as part of the Service, you grant Switch a limited power of attorney, and appoint Switch as your attorney-in-fact and agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN SWITCH IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, SWITCH IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY. You understand and agree that the Service is not sponsored or endorsed by any third parties accessible through the Service.

10. No Unlawful or Prohibited Use

As a condition of your use of the Sites and Services, you represent and warrant to Switch that you will not use the Sites or Services for any purpose that is unlawful or prohibited by these Terms of Service.

You agree that you will not:

○ Assign or attempt to assign Virtual Assets that you do not have the complete right, title and interest in or that have already been assigned elsewhere;

○ Use the Sites or Services in any manner that could damage, disable, overburden, or impair the Sites or Services; obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Sites or Services;

○ Access the Sites by any means other than through the interface that is provided by Switch for use in accessing the Sites;

○ Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site or Services; or attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Site or the Service.

If Switch, in its sole discretion, believes that you may have engaged in any activities restricted by these Terms of Service or by law, we may take various actions to protect Switch, other users, and other third parties from fees, fines, penalties, and any other liability. The actions we may take include the following:

○ We may close, suspend, or limit your access to your account or ability to use the Sites or Services;

○ We may update inaccurate information you provided us;

○ We may refuse to allow you to use the Sites or Services in the future;

○ We may take legal action against you; and

○ We may hold you liable to Switch for the amount of Switch’s damages caused by your violation of these Terms of Service.

Switch, in its sole discretion, reserves the right to terminate these Terms of Service, access to its Sites, or access to the Services for any reason and at any time with or without notice to you.

11. Switch’s Intellectual Property Rights

All content included or available in connection with the Sites, including any and all materials, information, text, data, contents, names, trade names, trademarks, trade dress, service marks, layout, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, interfaces, databases, technology, and all intellectual property of any kind whatsoever (collectively, the "Content") and the selection and arrangement thereof is owned exclusively by Switch or the licensors or suppliers of Switch and is protected by U.S. and international copyright and other intellectual property laws. All rights are hereby reserved. Without limiting the foregoing, no Content on the Sites may be copied, reproduced, duplicated, published, or distributed in any form or by any means whatsoever without the express prior written permission of Switch or the appropriate licensor or supplier.

Any feedback, questions, comments, suggestions, ideas, or the like that you send to Switch will be treated as being non-confidential and nonproprietary, and Switch will be free to use such information for any purpose whatsoever including developing, manufacturing, and marketing products and services incorporating the information.

12. Disclaimer of Presentation and Warranties

THE SITES, SERVICES, INFORMATION, DATA, FEATURES, AND ALL CONTENT IS OFFERED AND MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS. SWITCH MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE SITES OR SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITES AND SERVICES IS AT YOUR SOLE RISK.

SWITCH MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR CONTINUED AVAILABILITY OF THE CONTENT ON THE SITES OR THE SERVICES, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. SWITCH MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SITES OR SERVICES IS FREE OF BUGS, DEFECTS, OR ERRORS, OR INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT, OR EXPROPRIATE ANY SYSTEM, DATA, OR PERSONAL INFORMATION.

THE SERVICE IS NOT INTENDED TO PROVIDE LEGAL, TAX, OR FINANCIAL ADVICE. SWITCH IS NOT A FINANCIAL PLANNER, BROKER, OR TAX ADVISOR. To the extent you use a Service for banking or other financial services, the Service is intended only to assist you in your financial organization and decision-making and is broad in scope. Before making any final decisions or implementing any financial strategy, you should consider obtaining additional information and advice from your accountant or other financial advisers who are fully aware of your individual circumstances. Switch does not assume any responsibility for the timeliness, accuracy, deletion, non-delivery, or failure to store Account Information. Any information made available through the Services will only reflect the information that we most recently accessed, and as such, may not reflect activity that occurred after we last accessed the applicable Third Party Site or any pending transactions.

You understand and agree that any alerts provided to you through the Services may be delayed or prevented by a variety of factors. Switch makes commercially reasonable efforts to provide alerts in a timely manner with accurate information, but we cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. Switch shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.

13. Limitation of Liability

SWITCH SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, OR PUNITIVE DAMAGES YOU MAY INCUR IN CONNECTION WITH THE SITES, THE SERVICES, YOUR USE THEREOF, OR ANY OF THE USER SUBMISSIONS, INFORMATION, DATA, OR OTHER MATERIAL TRANSMITTED THROUGH OR RESIDING ON THE SITES, OR ANY ERRORS, DEFECTS, INTERRUPTIONS, DELETIONS, OR LOSSES RESULTING THEREFROM, INCLUDING LOSS OF PROFIT, REVENUE, OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO OR USE OF THE SERVICE, EVEN IF SWITCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE, SWITCH’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO US$500.00 (FIVE HUNDRED UNITED STATES DOLLARS).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH STATES LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS SECTIONS AND THE PREVIOUS SECTION MAY NOT APPLY TO YOU.

14. Indemnification of Switch

You shall defend, indemnify and hold harmless Switch and its officers, directors, shareholders, and employees, from and against all claims and expenses, including but not limited to attorney's fees, in whole or in part arising out of or attributable to any breach of these Terms of Service by you.

15. Governing Law & Forum for Disputes

These Terms of Service, and your relationship with Switch under these Terms of Service, shall be governed by the laws of the State of New York without regard to its conflict or choice of laws provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.

16. Miscellaneous

If any portion of these Terms of Service is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these Terms of Service as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms of Service that is unlawful, void or unenforceable shall be stricken from these Terms of Service.

You agree that if Switch does not exercise or enforce any legal right or remedy which is contained in these Terms of Service (or which Switch has the benefit of under any applicable law), this will not be taken to be a formal waiver of Switch’s rights and that those rights or remedies will still be available to Switch.

All covenants, agreements, representations and warranties made in these Terms of Service shall survive your acceptance of these Terms of Service and the termination of these Terms of Service.

Switch uses third parties to gather End User’s data from financial institutions. By using our service, you grant our third-party provider the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution according to terms of our third-party provider’s privacy policy.

These Terms of Service represents the entire understanding and agreement between you and Switch regarding the subject matter of the same, and supersedes all other previous agreements.