Effective: July 23, 2025
US UNLOCKED TERMS OF SERVICE AGREEMENT
The US Unlocked Terms of Service Agreement (“Terms”), revised as of July 23, 2025 and effective as of the first attempt by you to use any of the Services offered by US Unlocked, is a binding agreement between you and Tern Commerce, Inc. (doing business as “US Unlocked” or “USU”) and US Unlocked’s affiliates, successors, and assigns (“USU,” “we,” “our,” and “us”) that governs your use of USU’s platform, including USU prepaid or credit cards, mobile applications, websites, software, hardware, and other products and services (collectively, the “Services”). By using any of the Services, you, and any business or entity on whose behalf or for whose benefit you use the Services, agree to these Terms, including terms that limit our liability (see Limitations of Liability and Damages) and terms that require arbitration for any and all legal disputes (see Binding Arbitration). Prior to using any US Unlocked card, you must also agree to the US Unlocked Cardholder Agreement. In the event of a conflict between the Terms and the US Unlocked Cardholder Agreement, the terms and conditions of the latter agreement shall control.
1. Eligibility
Before using any Service, you agree that:
(a) You are at least eighteen (18) years of age;
(b) You are eligible to register and use the Services and have the right, power, and ability to enter into and perform under these Terms;
(c) You are not a person who is blocked or sanctioned by the United States Government, including those identified by the United States Office of Foreign Asset Controls (OFAC);
(d) All information you provide to us is and will be true, correct, and complete;
(e) You and all transactions initiated by you will comply with applicable law, including federal, state, and local laws, rules, and regulations applicable to you;
(f) You will use the Services exclusively for purposes permitted by these Terms and will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Service, or for activities prohibited by section 4;
(g) You attest that you are not a United States citizen residing in the United States and that you intend to use Services outside of the United States;
(h) You are not located and do not reside in a country listed in section 4.4; and
(h) You were not asked by another person or entity to apply for or use the Services on behalf of any other person or entity.
2. Fees and Charges
Fees and charges may be found in the US Unlocked Cardholder Agreement.
3. Privacy
You agree to USU’s Privacy Policy, which explains how we collect, use, handle, and protect the personal data and information you provide to us, and is incorporated into the Terms herein, and is available online at https://www.usunlocked.com/privacy-policy/
By opening, using, or maintaining an account, you consent to and direct USU to share information relating to transactions, including receipt information or other personal data, in order to deliver the Services.
4. Restrictions
4.1. Load and Spending Limits
You may load and/or spend up to $3,500 at a time. Load and spending limits are dynamic and may be modified at any time with or without notice to you, including temporarily increases or decreases or reducing spending limits to $0. Any authorized Charge or fee may reduce your spending limit by a corresponding amount.
When you use your account to initiate a transaction at certain merchants where the amount of the final transaction is unknown at the time of authorization, Issuer may assess a value to such a Charge for an amount higher or lower than the final Charges. The initial “hold” Charge will reduce your spending limit until the final Charge is determined.
4.2. Purchases & Restrictions
The primary purpose of your Account is for personal expenses. US Unlocked and Issuer reserve the right to block and terminate transactions and suspend access to your Account, unless prohibited by applicable law, for transactions and activity which presents patterns that do not conform with consumer purposes. You may use your Account to purchase or lease goods or services (each, a “purchase”) by presenting your US Unlocked Card or providing to participating merchants and establishments that honor the card additional information by any other means (for example, over the phone, online or through a mobile app). We will not be liable to you (or anyone else) if any merchant or other person cannot or will not process a purchase permitted under these Terms. Unless prohibited by applicable law, we may from time to time limit the type, number and dollar amount of any purchase, including any cash-like transaction, even if you have sufficient available credit to complete the purchase. Cash-like transactions include, but are not limited to, the following transactions to the extent they are accepted:
(a) purchasing travelers checks, foreign currency, money orders, wire transfers, cryptocurrency, other similar digital or virtual currency and other similar transactions;
(b) purchasing lottery tickets, casino gaming chips, race track wagers, and similar offline and online betting transactions;
(c) person-to-person money transfers and account-funding transactions that transfer currency; and
(d) making a payment using a third-party service including bill payment transactions not made directly with the merchant or their service provider.
We reserve the right to deny any purchase for any reason, such as account default, suspected fraudulent or unlawful activity, internet gambling, or any indication of increased risk related to the purchase. We may terminate or suspend your use of the Services or your account, with or without notice to you before or at the time we take such action. Cash advances and balance transfers are not available under these Terms.
4.3. Prohibited Activities and Industries
You will only use your USU Account for transactions that are allowed by law. We may decide not to authorize or settle any transaction that you submit to us if we believe that the transaction is in violation of these terms or any other agreement with USU, or that it exposes you, our customers, our processors, merchants or USU to harm. If we suspect that your USU Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your USU Account, and any of your transactions with law enforcement and, as deemed necessary by USU, our payment processing and financial institution partners. We hold the discretion to close your account if you are improperly or unethically use the Services.
You agree not use the Services to purchase or in any way participate in or support the following prohibited businesses or activities:
(a) any illegal activity or goods (either in the United States, your country of residence, or in the country to which the US goods or services are accessed or received);
(b) paraphernalia that may be used for illegal activity;
(c) manual or automated cash disbursements;
(d) prepaid cards or checks;
(e) sales or wire transfers of money-orders or foreign currencies;
(f) pharmaceuticals, controlled substances, nootropics, nicotine, cannabinoids, cannabidiols, or controlled substance analogues;
(g) dating, prostitution, or escort-related services or advertising;
(h) child pornography;
(i) gambling, betting, lotteries, sweepstakes, or games of chance;
(j) counterfeit or “gray market” goods or services, illegally imported or exported products, unauthorized sale of brand name or designer products or services, and products and services that infringe upon intellectual property or facilitate infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party;
(k) sales or distribution of music, movies, software, or any other licensed materials without appropriate authorization;
(l) ponzi or pyramid schemes, or other unfair or deceptive activities;
(m) any weapons or weapons parts (lethal or non-lethal), firearms, military-grade armor, knives, batons, nunchaku, BB guns (including pellet or airsoft guns), chemical sprays, tasers, ammunition, or weapon accessories;
(n) promoting, supporting, or perpetrating (1) violence or physical harm or (2) hate toward any group or individual based on race, religion, disability, gender, sexual orientation, gender identity, national origin, immigration status, or any other legally protected characteristic;
(o) telemarketing-related services; and/or
(p) any other high-risk products and services.
4.4. Prohibited Jurisdictions
Use of the Services for any dealings, engagement, or sale of goods/services linked directly or indirectly with Prohibited Jurisdictions (listed in the table below) or listed as those individuals or entities named to a restricted person or party list of the U.S., United Kingdom, European Union or United Nations, including the sanctions lists maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control or the Denied Persons List or Entity List maintained by the U.S. Department of Commerce, is prohibited.
In addition to these exclusions from USU’s platform, we do not allow companies registered in prohibited jurisdictions, or individuals from prohibited jurisdictions to open accounts. The list of currently prohibited jurisdictions may be updated from time to time as required by relevant authorities or changes in applicable laws, or at our sole discretion.
The Prohibited Industries and Prohibited Jurisdictions lists are not exhaustive, and we reserve the right to modify or update the lists at any time by posting revised or updated Terms to our website. The revised version will be immediately effective upon posting. If we determine in our sole discretion that you engage or have engaged in activities that are illegal, may harm others or our reputation or operations, or violate our or others rights, including by engaging in any of the activities below or authorizing or helping others to do so, we may deny, terminate, or suspend your use of the Services.
Services may not be used in, are not available for residents of, and may not be used to transact with merchants, businesses, or people within the following jurisdictions:
| Afghanistan | Albania | Belarus |
| Bosnia | Burkina-Faso | Burundi |
| Central African Republic | Democratic Republic of the Congo | Croatia |
| Cuba | Cyprus | Eritrea |
| Haiti | Iran | Iraq |
| Kosovo | Lebanon | Liberia |
| Libya | Macedonia | Myanmar |
| Moldova | Montenegro | North Korea |
| Russia | Serbia | Somalia |
| Syria | Ukraine | Venezuela |
| Vietnam | Yemen | Zimbabwe |
4.5. Additional Restrictions
You acknowledge and agree that you will not use the Services (1) for any expense which is not an expense incurred by you; (2) for any purpose prohibited by the Terms; (3) for, with, or for the benefit of any individual or entity blocked or sanctioned by the United States, including those identified by the United States Department of Treasury’s Office of Foreign Assets Control (OFAC); for personal, family, or household use.
You will use all reasonable means to protect your log-in credentials to the Account from unauthorized use. You will not allow any other person or third party to use the Services on your behalf. You will immediately notify us where you know or suspect that access to your Account has been compromised or your US Unlocked Card has been lost, stolen, or compromised in any way.
You agree to establish and maintain controls designed to ensure that the Services are only used by you for purposes and in compliance with these Terms, any terms, and applicable law. You are responsible for Charges and transactions made by any person given access to your account credentials even if they are not the person associated with or named on the account.
Issuers, Card Networks, or other intermediary third-party service providers (including merchant acquirers) may deny or reverse Charges for any reason. Issuer is not responsible for any losses, damages, or harm caused by any Charges that are denied or reversed.
5. Your Promise to Pay
While you will generally repay for amounts transacted with your US Unlocked Card, you also promise to pay Issuer or its assignees for all amounts charged to the Account not repaid by us, including all purchases, interest, and charges charged to your Account. You are obligated to repay or its assignees, for all transactions made using the card by people you have authorized to use the card even if their use of the card exceeds the authorization which you gave them,
You are responsible for payment in full of all Charges and Fees.
You may log into your account to view Charges, Fees, refunds, the amount of your Collateral, any other card transactions, or other amounts owed or credited to your Account. Periodic Statements may be made accessible to you on your Account daily, monthly, or as otherwise prescribed by Issuer. You must notify us promptly if you believe that there are any errors on your Periodic Statement, and submit any disputes or Chargebacks in accordance with these Terms. We are not obligated to send you a monthly statement if we deem your Account to be uncollectible or applicable law does not require us to send you a monthly statement for other reasons.
Any failure to pay the full amount owed to or the Issuer, as applicable, when required is a breach of these Terms. You are responsible for all costs or expenses that we may incur in collecting amounts owed but not timely paid, including legal or collections fees and any interest at the maximum rate permitted under law.
At any time and where applicable, you may pay all or any part of your outstanding Account balance, without penalty. Payment of more than the payment due in one billing cycle will not relieve you of the obligation to pay the entire payment due in subsequent billing cycles.
6. Chargebacks
You are responsible for reviewing your Periodic Statements promptly and identifying any Charges that you believe are unauthorized or that you dispute.
If you and a merchant have a dispute regarding a Charge identified on your Periodic Statement, such as delivery of incorrect goods or services or being charged the wrong amount, you should first attempt to resolve the dispute with the merchant. If the dispute is not resolved to your satisfaction or if you believe the Charge is unauthorized, you may initiate a Chargeback through your Account. You must report any disputed Charge or error no more than 60 days after the disputed Charge is posted on your Periodic Statement. We may require additional details on the transaction and our review of your disputed Charge will be conditioned on you providing all of the information we may require to review the disputed Charge.
You understand that the US Unlocked Card is subject to Card Network rules regarding chargebacks. The Card Networks have additional established procedures for resolving chargebacks that may require you to provide further details of the disputed Charge or associated documentation.
Charges relating to disputed Charges and Chargebacks that are pending resolution may still be due and owing as of the date that payment is due as provided in the applicable Periodic Statement. Chargebacks resolved in your favor will be credited to your Account on either the current or a future Periodic Statement. We may impose Fees, reduce your spending limits, or suspend access to your Account or the Services if you fail to pay Charges relating to Chargebacks that are pending resolution on the payment date.
7. Termination
Subject to applicable law, we may suspend, revoke or cancel your Account privileges, your right to use the US Unlocked Card or deny any transaction, in our sole discretion at any time, with or without cause and with or without giving you notice. Any termination of credit privileges, whether initiated by us or by you, will not affect any of our rights or your obligations under these Terms, including your obligation to repay any amounts you owe us according to the terms of these Terms. On our demand or upon termination of credit privileges, you agree to surrender to us or destroy the card. If you attempt to use the card after the termination of credit privileges (whether or not we have provided notice of such termination), the card may be retained by a merchant, ATM or financial institution where you attempt to use the card.
We may terminate these Terms or suspend or terminate your USU Account or your access to any Service, at any time for any reason. You may also terminate the Terms applicable to your USU Account by deactivating your USU Account by contacting us at [email protected].
USU may Terminate your use of the Payment Services at any time for any reason. Any termination of these terms does not relieve you of obligations to pay Fees or costs accrued prior to the termination, Chargebacks, and any other amounts owed to us as provided in these Payment Terms or the Terms of Service. In the event your USU Account has a negative balance, USU reserves the right to withhold refunds or credits to settle the negative balance. If your access to Payment Services has been terminated, you may still be permitted to use USU’s other products, subject to our discretion.
8. Effect of Termination
If these Terms or your USU Account is terminated or suspended for any reason: (a) the license and any other rights granted under these Terms will end, (b) we may (but have no obligation to) delete your information and account data stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. In addition to any payment obligations under the Payment Terms, the following sections of these Terms survive and remain in effect in accordance with their terms upon termination: (Your Content), (Copyright and Trademark Infringement), (Effect of Termination), (Ownership), (Indemnity), (Representations and Warranties), (No Warranties), (Limitation of Liability and Damages), (Third Party Products), (Disputes), (Binding Arbitration), (Governing Law), (Limitation on Time to Initiate a Dispute), (Assignment), (Third Party Service and Links to Other Web Sites), and (Other Provisions).
9. Revision or Change of Terms, Disclosures, and Notices
We may amend the Terms at any time with notice that we deem to be reasonable in the circumstances, by posting the revised version on our website or communicating it to you through the Services (each a “Revised Version”). The Revised Version will be effective as of the time it is posted but will not apply retroactively. Your continued use of the Services after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any Dispute that arose before the changes will be governed by the Terms in place when the Dispute arose.
You agree to USU’s E-Sign Consent. We may provide disclosures and notices required by law and other information about your USU Account to you electronically, by posting it on our website, pushing notifications through the Services, or by emailing it to the email address listed in your USU Account. Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to our website, or within twenty-four (24) hours of the time emailed to you unless we receive notice that the email was not delivered. If you wish to withdraw your consent to receiving electronic communications, contact USU Support. If we are not able to support your request, you may need to terminate your USU Account.
You are responsible for providing USU with your most current email address. In the event that the last email address you provided to USU is not valid, or for any reason is not capable of delivering you notices required/permitted under these Terms, USU’s dispatch of the email containing such notice will constitute effective notice. You may give notice to USU at the following address: (154 Grand St., NY, NY 10013) Such notice shall be deemed to be given when received by USU by letter delivered by nationally recognized overnight service or first class postage prepaid mail at the above address.
Subject to applicable law, we may at any time change, add to or delete terms and conditions of these Terms, including interest rates and this Change of Terms provision. Such changes may be based on our anti-fraud policies and procedures, your level of compliance with these Terms, prevailing economic conditions and/or any other factors. We will give you notice of any change, addition or deletion as required by applicable law. As of the effective date, the changed terms, at our option, will apply to new purchases and the outstanding balances of your Account, to the extent permitted by applicable law.
10. Remedies
In the event of your default under these Terms, we may, subject to applicable law (including any applicable notice requirement): (a) declare all or any portion of your outstanding Account balance to be immediately due and payable; (b) instead allow you to repay your Account balance by paying the minimum payment due each billing cycle, without waiving any rights under subsection (a); and/or (c) commence a collection action against you and charge you for any court costs and/or any reasonable attorneys’ fees and costs we are charged in connection with such action by any attorney who is not our salaried employee. After a default, interest charges will continue to accrue until your total Account balance, including accrued interest charges, is paid in full, subject to applicable law.
11. Delay in Enforcement
We may at any time and in our sole discretion delay or waive enforcing any of our rights or remedies under these Terms or under applicable law without losing any of those or any other rights or remedies. Even if we do not enforce our rights or remedies at any one time, we may enforce them at a later date. For example, we may accept late payments without losing any of our rights under these Terms.
12. Communications and Call Recording
You authorize us to use automatic telephone dialing systems, artificial or prerecorded voice message systems, text messaging systems and automated email systems, or any system capable of storing and dialing telephone numbers to deliver messages relating to these Terms, your Account, or your relationship with the Messaging Parties more generally (including but not limited to: messages about , upcoming payment due dates, missed payments and returned payments) to any telephone number(s) you provide to the Messaging Parties. You also agree that these messages may deliver prerecorded and/or artificial voice messages. You understand that telephone messages may be played by a machine automatically when the telephone is answered, whether answered by you or someone else, and that these messages may also be recorded by your answering machine. You also authorize the Messaging Parties to deliver messages to you via mail or email at any addresses you supply to them or that they obtain through any legal means.
You understand that anyone with access to your mail, telephone or email account may listen to or read the messages the Messaging Parties leave or send you, and you agree that the Messaging Parties will have no liability for anyone accessing such messages. You further understand that, when you receive a telephone call, text message or email, you may incur a charge from the company that provides you with telecommunications, wireless and/or internet services, and you agree that the Messaging Parties will have no liability for such charges except to the extent required by applicable law. You expressly authorize the Messaging Parties to monitor and record your calls with the Messaging Parties. If any telephone number you have provided to the Messaging Parties changes, or if you cease to be the owner, subscriber, or primary user of any such telephone number, you agree to immediately give notice to the Messaging Party who delivered the messages of such facts so that the Messaging Party can update its records.
This authorization is part of our bargain concerning these Terms, and we do not intend it to be revocable. However, to the extent you have the right to revoke your consent to communications by autodialed calls and text messages to your mobile number under applicable law, you may exercise this right by contacting the applicable Messaging Party directly or by sending a request by email [email protected] with the subject line “END COMMUNICATIONS.” You may opt-out of receiving most of these messages at any time by sending us a request or by responding “STOP” to any text message. To stop emails only, you can follow the opt-out instructions included at the bottom of the Messaging Parties’ emails.
13. Governing Law
These Terms will be interpreted in accordance with the laws of Georgia without regard to conflict-of-law provisions. Judicial proceedings that are excluded from the Arbitration section above must be brought in state or federal court in Atlanta, Georgia, unless we both agree to some other location, and you hereby consent to the venue and personal jurisdiction of such court.
14. Dispute Resolution & Arbitration
PLEASE READ THIS “DISPUTE RESOLUTION AND ARBITRATION” PROVISION VERY CAREFULLY. IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND ISSUER.
(a) You agree that any and all past, present and future Disputes (defined below) shall be determined by arbitration, unless your Dispute is subject to an exception to this agreement to arbitrate set forth below. You and Issuer further agree that any arbitration pursuant to this section shall not proceed as a class, group or representative action. The award of the arbitrator may be entered in any court having jurisdiction. “Dispute” means any dispute, claim, or controversy between you and Issuer that arises out of or relates to (i) these Terms (including any addenda hereto or other terms incorporated herein by reference), (ii) the breach, termination, enforcement, interpretation or validity hereof, including the determination of the scope or applicability of the agreement to arbitrate hereunder, or (iii) any Services.
(b) This agreement to arbitrate shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms.
14.1. Arbitration Procedure
(a) Before filing a claim against Issuer, you agree to try to resolve the Dispute informally by providing written notice to Issuer of the actual or potential Dispute. Similarly, Issuer will provide written notice to you of any actual or potential Dispute to endeavor to resolve any claim we may possess informally before taking any formal action. The party that provides the notice of the actual or potential Dispute (the “Notifying Party”) will include in that notice (a “Notice of Dispute”) your name, the Notifying Party’s contact information for any communications relating to such Dispute, and sufficient details regarding such Dispute to enable the other party (the “Notified Party”) to understand the basis of and evaluate the concerns raised. If the Notified Party responds within ten (10) business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Dispute informally, then each party shall promptly participate in such discussions in good faith.
(b) If, notwithstanding the Notifying Party’s compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within thirty (30) days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within ten (10) business days), the Notifying Party may initiate an arbitration proceeding as described below. If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of its obligations under the preceding paragraph, then, notwithstanding any other provision of these Terms, the arbitrator(s) will promptly dismiss the claim with prejudice and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred in connection with such Dispute.
(c) You and Issuer each agree to resolve any Disputes that are not resolved informally as described above through final and binding arbitration as discussed herein, except as set forth under Section 12.3 below. You and Issuer agree that the American Arbitration Association (“AAA”) will administer the arbitration under its Commercial Arbitration Rules (the “Rules”). The Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration.) Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit, subject to any effective and enforceable limitations of liability or exclusions of remedies set forth herein. Notwithstanding any language to the contrary in this paragraph, if a party seeks injunctive relief that would significantly impact other Issuer users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may — if selected by either party or as the chair by the two party-selected arbitrators — participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential.
(d) You and Issuer further agree that the arbitration will be held in the English language in New York, New York, or, if you so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means.
(e) Filing costs and administrative fees shall be paid in accordance with the AAA Rules; provided that the prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees, and out-of-pocket costs incurred in connection with the arbitration proceeding, in addition to any other relief it may be awarded.
(f) You and Issuer agree that, notwithstanding anything to the contrary in the Rules, the arbitration of any Dispute shall proceed on an individual basis, and neither you nor Issuer may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a “Collective Arbitration”). Without limiting the generality of the foregoing, a claim to resolve any Dispute against Issuer will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. “Concurrently” for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR ISSUER SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. Without limiting the foregoing, any challenge to the validity of this paragraph shall be determined exclusively by the arbitrator.
14.2. Small Claims
Notwithstanding your and Issuer’s agreement to arbitrate Disputes, You and Issuer retain the right to bring an individual action in small claims court.
14.3. Class Waiver
To the extent applicable law permits, any dispute arising out of or relating to these Terms, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding any other provision of these Terms or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.
14.4. No Jury Trial
If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to these Terms.
14.5. Venue and Jurisdiction for Judicial Proceedings
Except as otherwise required by applicable law or provided in these Terms, in the event that the agreement to arbitrate is found not to apply to you or your Dispute, you and Issuer agree that any judicial proceeding may only be brought in a court of competent jurisdiction in Puerto Rico. Both you and Issuer irrevocably consent to venue and personal jurisdiction there; provided that either party may bring any action to confirm an arbitral award in any court having jurisdiction.
14.6. Confidentiality
The existence of and all information regarding any Dispute will be held in strict confidence by the parties and will not be disclosed by either party except as reasonably necessary in connection with the conduct of the arbitration or the confirmation or enforcement of any arbitral award. Any such permitted disclosure will, to the maximum extent reasonably practicable, be made subject to obligations of confidentiality at least as stringent as the provisions of this paragraph. If any disclosure of information regarding any Dispute is required under applicable law, the parties shall reasonably cooperate with one another to obtain protective orders or otherwise to preserve the confidentiality of such information.
14.7. Survival
This agreement to arbitrate shall survive the termination or expiration of these Terms. With the exception of the provisions of this agreement to arbitrate that prohibit Collective Arbitration, if a court decides that any part of this agreement to arbitrate is invalid or unenforceable, then the remaining portions of this agreement to arbitrate shall nevertheless remain valid and in force. In the event that a court finds the prohibition of Collective Arbitration to be invalid or unenforceable, then the entirety of this agreement to arbitrate shall be deemed void (but no provisions of these Terms unrelated to arbitration shall be void), and any remaining Dispute must be litigated in court pursuant to the preceding paragraph.
15. Indemnity
You will indemnify and defend us and our affiliates, respective partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, and representatives (each an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all claims, litigation, investigations, proceedings, losses, damages, fines, penalties, liabilities, settlements, costs, fees, and expenses incurred by any Indemnitee or asserted against any Indemnitee by any person: (1) arising out of, in connection with, related to, or as a result of, a breach by you or by any Company Administrator or Company User of any of the representations, warranties, covenants, or agreements contained in these Terms or any terms applicable to any Third Party Provider or any other agreements with any Issuing Partner or that otherwise relate to the Services or the use of the US Unlocked Card; (ii) for amounts owed by Company to third parties; (iii) for acts or omissions of Company Administrators, Company Users, or other Company employees or agents; (iv) for Company’s use of the Services; or (v) for disputes over charges between Company and merchants. We may defend any claim subject to indemnification hereunder, using counsel of its choice, and you will pay or promptly reimburse USU for the reasonable fees of such counsel and all related costs and reasonable expenses
If you are a user from a jurisdiction that does not allow the certain indemnification obligations, you agree that the foregoing section titled “Indemnity” is intended to be as broad as permitted under the laws of such jurisdiction. If any portion of this section is held to be invalid under the laws of such jurisdiction, the invalidity of such portion will not affect the validity of the remaining portions of the applicable sections.
16. No Warranties
THE USE OF “USU” IN THESE TERMS INCLUDES USU, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES).
THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, USU SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
USU DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
USU does not warrant, endorse, guarantee, or assume responsibility for any product or services advertised or offered by a third party. USU does not have control of, or liability for, goods or services that are paid for using the Services.
All third party hardware and other products included or sold with the Services are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly.
USU MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
17. Limitation of Liability and Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL USU BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. IN ALL CASES, USU WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
UNDER NO CIRCUMSTANCES WILL USU BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR USU ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF USU IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (B) $500.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF USU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
USU shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
18. Limitation on Time to Initiate a Dispute
Any action or proceeding by you relating to any Dispute must commence within 90 days after the cause of action accrues.
19. Account Registration
You must open an account with us (a “USU Account”) to use the Services. You agree that you will only open one account per person. During registration we will ask you for information, including your name and other personal information. This information will be collected and used in accordance with our Privacy Policy. You must provide accurate and complete information in response to our questions, and keep that information current. You are fully responsible for all activity that occurs under your USU Account, including for any actions taken by persons to whom you have granted access to the USU Account. We reserve the right to suspend or terminate the USU Account of any user who provides inaccurate or incomplete information, or who fails to comply with account registration requirements.
20. Compatible Devices and Third Party Carriers
We do not warrant that the Services will be compatible with device or carrier. Your use of the Services may be subject to the terms of your agreements with your device manufacturer or your carrier. You may not use a modified device to use the Services if the modification is contrary to the manufacturer’s software or hardware guidelines, including disabling hardware or software controls.
21. Your Content
The Services may include functionality for uploading or providing photos, logos, products, loyalty programs, promotions, advertisements and other materials or information (“Content”).
You grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Content throughout the world in any media in order to provide and promote the Services. You retain all rights in your Content, subject to the rights you granted to us in these Terms. You may modify or remove your Content via your USU Account or by terminating your USU Account, but your Content may persist in historical, archived or cached copies and versions thereof available on or through the Services.
You will not upload or provide Content or otherwise post, transmit, distribute, or disseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches any duty toward or rights of any person or entity, including rights of publicity, privacy or trademark; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with USU’s or its partners’ products and services, as determined by us in our sole discretion; or (f) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose USU, its affiliates or its customers to harm or liability of any nature.
Although we have no obligation to monitor any Content, we have absolute discretion to remove Content at any time and for any reason without notice. You understand that by using the Services, you may be exposed to Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Content, including any loss or damage to any of your Content.
22. Security
We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.
You are responsible for safeguarding your password and for restricting access to the Services from your compatible devices. You will immediately notify us of any unauthorized use of your password or USU Account or any other breach of security. Notwithstanding the Disputes and Binding Arbitration sections, in the event of any dispute between two or more parties as to account ownership, we will be the sole arbiter of such dispute in our sole discretion. Our decision (which may include termination or suspension of any USU Account subject to dispute) will be final and binding on all parties.
23. Your License
We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the software that is part of the Services, as authorized in these Terms. We may make software updates to the Services available to you, which you must install to continue using the Services. Any such software updates may be subject to additional terms made known to you at that time.
24. Ownership
We reserve all rights not expressly granted to you in these Terms. We own all rights, title, interest, copyright and other worldwide Intellectual Property Rights (as defined below) in the Services and all copies of the Services. These Terms do not grant you any rights to our trademarks or service marks.
For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.
You may submit comments or ideas about the Services (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
25. Third Party Services and Links to Other Web Sites
You may be offered services, products and promotions provided by third parties and not by USU (“Third Party Services”). If you decide to use Third Party Services you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible for the performance of any Third Party Services. The Services may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by USU. Such third party websites are not governed by these Terms. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third party website, our Privacy Policy is no longer in effect. Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website’s own terms, rules and policies.
26. USU Payment Refunds and Unloads
Refunds/unloads may be requested but are subject to the fees stated in our terms and conditions. Any additional expenses US Unlock may incur in the process of a refund/unload is your responsibility. Additional expenses will be removed from the refund amount. Membership fees are non-refundable.
27. Your Authorization
In connection with the Payment Services, you authorize us to act as your agent for the limited purposes of making payments on your behalf. Your authorization permits us to generate virtual payment cards (“Virtual Cards”) for every transaction that you authorize. Your authorizations will remain in full force and effect until you close a Virtual Card or your USU Account is closed or terminated.
Virtual Cards are not issued to you and are not for consumer use. They are issued to USU and are used exclusively by USU to make payments on your behalf. You cannot use Virtual Cards in any way beyond their intended purpose.
28. Using the Service to Authorize Payments
For security and fraud protection, there is an initial limit on the dollar amount you can authorize in a transaction and there is an initial limit on the total dollar amount you can authorize over a period of time. The maximum amount of a single load and the maximum total balance for your account is $3,500. Additional per day, per week and per calendar month limits are subject to increase or decrease at our discretion based on an algorithmic review process and a manual review process.
29. Funding Sources & Bank Transfer Authorization
Payments made by USU on your behalf are settled to an authorized funding source. In order to use USU’s Payment Services, you must first add an eligible funding source to your USU Account via the USU website or mobile app. By connecting a funding source, you are pre-authorized recurring transfers by USU from that funding source.
If you add a funding source to your USU Account, you agree that you are the owner of the funding source, you are authorized to transfer funds from that funding source, and
you authorize us to initiate debits from your funding source according to your instructions.
Any authorizations to debit a funding source will remain in full force and effect until you cancel the authorization by removing the funding source. You can remove a funding source on the USU website. If you cancel your authorization, you will give us enough time to act on your cancellation.
You authorize the Company to initiate loads from your bank account or preferred load method up to $3,500. You agree that load transactions you authorize comply with all applicable law.
When your bank account is used as your funding source for a transaction, you are requesting that we initiate on your behalf an electronic transfer from your bank account. You agree that such requests constitute your authorization to Company to make the transfer, and once you have provided your authorization for the transfer, you will not be able to cancel the electronic transfer and Company may resubmit any debit you authorized that is returned for insufficient or uncollected funds, except as otherwise provided by applicable law.
30. Underwriting and Identity Verification
To help the government fight the funding of terrorism and money laundering activities, federal law requires us to obtain, verify and record information that identifies each person who requests to use Payment Services.
What this means for you: When you open a USU Account, we will ask for your name, address, date of birth and other information that will allow us to identify you. We may also require you to upload a copy of your nationally issued ID or passport. You are not permitted to create a USU Account using another person’s ID or passport.
We may make inquiries that we consider appropriate and use third party services to help us verify your identity and determine if we should open, maintain, collect or close your account. We may also report the status, history and/or closure of your account to third-party services.
If you allow someone else to use your USU Account, you are responsible and liable for all transactions, withdrawals, deposits and fees that arise out of such use.
31. Requests for Additional Information and Inspection
USU may request additional information from you at any time. For example, USU may ask you to present additional government issued identification, a business license, or other information. If you refuse any of these requests, your USU Account may be suspended or terminated.
32. Payment
Each time a payment is made by USU on your behalf, the amount of the transaction will be settled from your USU Account. If USU is not able to settle a transaction with your account, your USU Account may be suspended.
33. Availability of Services
We may restrict your access to any or all of the Services if we need to conduct an investigation or resolve any pending dispute related to your use of the Services. We may also restrict access to Services as necessary to comply with applicable law or court order, or if requested by any governmental entity.
34. USU Account History
When a payment is made on your behalf, we will update your USU Account activity on the website and provide you a transaction confirmation. The confirmation will serve as your receipt. Summaries of your USU Account activity, including monthly statements, are available on our website for up to one year of account activity. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your USU Account and your use of the Payment Services, and (b) reconciling all transactional information that is associated with your USU Account. If you believe that there is an error or unauthorized transaction activity is associated with your USU Account, you must contact us immediately.
35. Payment Dispute Resolution Procedure
You agree to comply with our Payment Dispute Procedure for any payments in relation to any Payment Services provided by USU. If you’re unable to resolve a transaction related issue directly with a merchant, please notify us by contacting [email protected]. This is our process for resolving disputes.
Step 1: Open a dispute case within ninety (90) days of the date of the transaction in question. Depending on your claim (item not received or refund not received), we may ask you to wait 10 business days from the transaction date to proceed with the payment dispute.
Step 2: Respond to our requests for other information. USU may require you to provide receipts, third party evaluations, police reports or other documents depending on the situation. You must respond to these requests in a timely manner as requested in our correspondence with you.
Step 3: Comply with USU’s shipping requests in a timely manner, if you’re filing a Significantly Not as Described claim, we may require you, at your expense, to ship the item back to the seller or to a third party (specified by USU) and to provide signature confirmation proof of delivery.
Step 4: USU will make a final decision on your claim, in its sole discretion, based on the coverage and eligibility requirements set forth above, any additional information provided during the online payment dispute resolution process or any other information USU deems relevant and appropriate under the circumstances.
36. Excessive Payment Disputes
If we believe you might incur, or you are incurring, an excessive number of Payment Disputes, we may establish additional conditions governing your USU Account, including terminating or suspending the Payment Services.
Restricted Use
You will not act as a payment facilitator or otherwise resell the Payment Services to any third party. You will not use the Payment Services to handle, process or transmit funds for any third party.
37. Set Off
You acknowledge that, except as otherwise prohibited by law, USU will have the right to charge or set off against your account any indebtedness or other obligations which you or any owner owe us, at any time, without any further notice to or demand on you, whether the indebtedness or other obligations exist at the time the account is opened or arise later. The indebtedness includes, without limitation, all charges incurred on any account you hold with USU. You agree that USU may set off against the account any claim which we have against you without regard to the source or ownership of the funds on deposit in the account and without requirement that the claim be owed to us by all of the account owners. You also agree that, to the extent allowed by law, USU may set off any indebtedness or other obligations which you owe us under this Agreement against any other account or property in which you have an ownership interest that is in USU’s possession or control.
38. USU Credits
Your account may contain USU Credits. USU Credits can be used for payment of an eligible purchase made with your USU Account. Unless expressly stated otherwise, unused USU Credits may expire after twelve months of account inactivity. USU Credits are not redeemable for cash, cannot be transferred, gifted, exchanged, or sold between users.
39. Eligibility for Promotions
Your eligibility to participate in any USUnlocked.com promotions is at our sole discretion. USUnlocked.com reserves the right to terminate any promotions at any time and to refuse or recover any promotion award for any reason, including, but not limited to, your breach of these Terms.
40. Referral Program
New and current US Unlocked (“USU”) users who have accounts may be provided with a unique referral URL that permits the USU user (each a “Referrer Customer”) to refer acquaintances to USU. Referred customers (each, a “Referred Customer”) must register for USU using the unique URL provided by USU.
Subject to these terms and conditions, any Referrer Customer that refers an acquaintance to USU may receive up to $5 in USU Account credit (“Referrer Bonus”) for every such referral when the Referred Customer successfully registers and makes a qualifying transaction with USU (the “Referral Offer”).
USU Referrer Bonuses and Referred Bonuses will be credited after a Referred
Customer successfully loads their USU Account.
Determination of program eligibility and qualifying referrals are at the sole discretion of USU. USU reserves the right to verify and adjust referral credits at any time prior to or following credit. Your USU Account must be active and in good standing, as determined by USU at its sole discretion, to receive the
41. Referrer Bonus or Referred Bonus
This Referral Offer is intended for USU customers only to refer their acquaintances to USU and should not be advertised, marketed or otherwise utilized for commercial purposes. This Referral Offer is a limited time offer and USU reserves the right to modify, suspend or cancel this Referral Offer at any time without notice.
42. Definitions
“Card Networks” means the payment card networks including Visa or Mastercard.
“Charge” means a payment for goods or services made to a merchant that accepts payments on the applicable Card Network.
“Chargeback” means a dispute that you initiate against a merchant for an unresolved dispute with the merchant or where a Charge is unauthorized.
“Dispute” means any claim, controversy, or dispute between you and USU, its processors, suppliers or licensors (or their respective affiliates, agents, directors or employees), including any claims relating in any way to these Terms, or the Services, or any other aspect of our relationship.
“Fee” means charges we impose on you for use of Services.
“Issuer” refers to the issuer of a card program. The issuer for this card program is Third National.
“Periodic Statement” means the periodic statements that reflect activity for all Services and cards issued to you identifying charges, fees, refunds, or other amounts owed or credited to your Account during the time covered by that statement.
“Supported Blockchains” means the Ethereum Blockchain, Polygon Blockchain, Optimism Blockchain, Arbitrium Blockchain and other blockchain networks which may be added at our sole discretion.
END OF TERMS OF SERVICES AGREEMENT
