Terms of Service

These General Terms of Service (“General Terms”) are a legal agreement between you (“you,” “your”) and Tern Commerce LLC, DBA US Unlocked (“USU” “we,” “our” or “us”) and govern your use of USU’s services, including mobile applications, websites, software, hardware, and other products and services (collectively, the “Services”). If you are using the Services on behalf of a business, that business accepts these terms. By using any of the Services you agree to these General Terms and any policies referenced within (“Policies”), including terms that limit our liability (see Limitations of Liability and Damages) and require individual arbitration for any potential legal dispute (see Binding Individual Arbitration).

You also agree to any additional terms specific to Services you use (“Additional Terms”), such as those listed below, which become part of your agreement with us.

Payment Terms: These terms apply to all payments made through the Services.

Privacy Policy

You agree to USU’s Privacy Policy, which explains how we collect, use and protect the personal information you provide to us.

Account Registration

You must open an account with us (a “USU Account”) to use the Services. 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.

Revisions, Disclosures and Notices

We may amend the General Terms, any Additional Terms, or our Policies, 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 General Terms, Additional Terms or Policies 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.

Restrictions

You may not, nor may you permit any third party, directly or indirectly, to: export the Services, which may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII); access or monitor any material or information on any USU system using any manual process or robot, spider, scraper, or other automated means; except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on any Service, work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services; perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure; copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services from USU; use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement; use the Service in conjunction with automated purchasing software programs; use the Service to exploit new user, referral programs, promotions offered by other merchants, or otherwise use the Service to violate the terms and conditions of a merchant; transfer any rights granted to you under these General Terms; use the Services in a way that distracts or prevents you from obeying traffic or safety laws; use the Services for any illegal activity or goods or in any way that exposes you, other USU users, our partners, or USU to harm; or otherwise use the Services except as expressly allowed under these General Terms and applicable Additional Terms.

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.

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 General 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.

Copyright and Trademark Infringement

We respect the copyright and trademark rights of others and ask you to do the same. We have adopted a Copyright & Trademark Policy regarding claims that third party material infringes the copyrights or trademarks of others. We respond to all valid notices of such copyright and trademark infringement, and our policy is to suspend or terminate the access privileges of those who infringe the copyrights and trademarks of others.

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 Sections Disputes and Binding Individual Arbitration, 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.

Communications

You consent to accept and receive communications from us in electronic form, including e-mail, text messages, calls, and push notifications to the mobile phone number you provide to us. These communications may be generated by automatic telephone dialing systems which will deliver prerecorded messages, including for the purposes of secondary authentication, receipts, reminders and other notifications. You agree that all communications provided to you by USU electronically satisfy any legal requirement that communication would satisfy if it were in writing. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you. You may opt-out of receiving communications by following the unsubscribe options we provide to you. You may also opt-out of text messages from USU at any time by texting STOP in response. You acknowledge that opting out of receiving communications may impact your use of the Services.

Paid Services

USU may offer Services to be paid for on a recurring basis (“Subscription Services”) or on an as-used basis (“A La Carte Services” and, together with the Subscription Services, “Paid Services”). USU has the right to change, delete, discontinue or impose conditions on Paid Services or any feature or aspect of a Paid Service. Subscription Services may subject you to recurring fees and/or terms. By signing up for a Subscription Service, including after any free trial period, you agree to pay us the subscription fee and any applicable taxes as set forth in your USU Account settings or as otherwise agreed in writing (“Subscription Fee”). If you sign up for Subscription Services for a period (“Initial Period”), then the terms will be automatically renewed for additional periods of the same duration as the Initial Period at our then-current fee for such Subscription Services. In order to avoid automatic renewal you must cancel your Subscription Services at least thirty (30) days prior to the automatic renewal date.

A La Carte Services may subject you to fees charged per usage and/or terms. By using an A La Carte Service, you agree to pay the fees and any taxes incurred at the time of usage (“A La Carte Fees” and, together with Subscription Fees, the “Paid Service Fees”).

Paid Service Fees may be paid by your preferred load method. If you link a bank account or other payment instrument to your account, you authorize us to collect Paid Service Fees by debit from your linked account. Regardless of payment device, we reserve the right to collect Paid Service Fees by deduction from your linked account.

Unless otherwise provided in a Subscription Service’s terms, Subscription Fees will be charged on the 1st of every month until cancelled. You may cancel a Subscription Service at any time from your USU Account settings. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid. We reserve the right to change our Subscription Fee upon thirty (30) days’ advance notice. Your continued use of Subscription Services after notice of a change to our Subscription Fee will constitute your agreement to such changes.

Termination

We may terminate these General Terms or any Additional 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 General Terms and Additional Terms applicable to your USU Account by deactivating your USU Account by contacting us at [email protected]

Effect of Termination

If these General Terms or your USU Account is terminated or suspended for any reason: (a) the license and any other rights granted under these General Terms and any Additional 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 General 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 Individual Arbitration), (Governing Law), (Limitation on Time to Initiate a Dispute), (Assignment), (Third Party Service and Links to Other Web Sites), and (Other Provisions).

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 General 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.

Ownership

We reserve all rights not expressly granted to you in these General 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 General Terms do not grant you any rights to our trademarks or service marks.

For the purposes of these General 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.

Indemnity

You will indemnify, defend, and hold us and our partners (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these General Terms or any Additional Terms; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the United States or any other country; and (e) any other party’s access and/or use of the Services with your unique name, password or other appropriate security code.

Representations and Warranties

You represent and warrant to us 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 General Terms; (c) any information you provide in connection with the Services, accurately and truthfully represents your identity; (d) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you; (e) you 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 Services; and (f) your use of the Services will be in compliance with these General Terms and applicable Additional Terms.

No Warranties

THE USE OF “USU” IN THIS SECTIONS AND Limitations of Liability and Damages MEANS 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.

Limitations 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.

Third Party Products

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.

Disputes

“Disputes” are defined as 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 General Terms, any Additional Terms, or the Services, or any other aspect of our relationship.

Binding Individual Arbitration

You and USU agree to arbitrate any and all Disputes by a neutral arbitrator who has the power to award the same damages and relief that a court can. ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, REPRESENTATIVE ACTIONS AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST USU. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). All Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association according to this Section and the applicable arbitration rules for that forum. Consumer claimants (individuals whose transaction is intended for personal, family, or household use) may elect to pursue their claims in their local small-claims court rather than through arbitration so long as their matter remains in small claims court and proceeds only on an individual (non-class or non-representative) basis. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. If you are a consumer bringing a claim relating to personal, household, or family use, any arbitration hearing will occur within the county where you reside. Otherwise, any arbitration hearing will occur in New York County, New York, or another mutually agreeable location. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. We will pay the arbitration fees due to the American Arbitration Association for individual arbitrations brought in accordance with this section. If you prevail on any claim for which you are legally entitled to attorney’s fees, you may seek to recover those fees from the arbitrator. For any claim where you are seeking relief, we will not seek to have you pay our attorney’s fees, even if fees might otherwise be awarded, unless the arbitrator determines that your claim was frivolous. For purposes of this arbitration provision, references to you and USU also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases) will be brought in and you hereby consent to the exclusive jurisdiction and venue in state court in New York County, New York, or federal court for the Southern District of New York.

Governing Law

These General Terms and any Dispute will be governed by New York law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within New York, without regard to its choice of law or conflicts of law principles.

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.

Assignment

These General Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

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 General 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.

Force Majeure

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.

Notice

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.

Other Provisions

These General Terms, and any applicable Additional Terms or Policies, are a complete statement of the agreement between you and USU regarding the Services. In the event of a conflict between these General Terms and any other USU agreement or Policy, these General Terms will prevail and control the subject matter of such conflict. If any provision of these General Terms or any Additional Term is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. These General Terms do not limit any rights that we may have under trade secret, copyright, patent, or other laws. No waiver of any term of these General Terms will be deemed a further or continuing waiver of such term or any other term.

USU Payment Terms

By using Tern Commerce LLC, DBA US Unlocked (“USU,” “we,” “our,” or “us”) payment services (“Payment Services”), you agree to be bound by the General Terms of Service (“General Terms”), these additional terms and conditions (“Payment Terms”) and all other terms, policies and guidelines applicable to the Services (as defined in the General Terms) used.

If you are using the Payment Services on behalf of a business, that business accepts these terms. Payment Services may only be used for business purposes in the fifty states of the United States of America and the District of Columbia. Defined terms will have the same meaning as those found in the General Terms, unless otherwise re-defined herein.

Payment Services

USU offers Payment Services that allow you to authorize the purchase of goods and services online. We are not a bank and do not offer banking services as defined by the United States Department of Treasury. You must open a USU Account before accessing the Payment Services.

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.

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.

Bank Transfer Authorization

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.

Prohibited Industries

You may not use the Payment Services for the following businesses or activities: (1) any illegal activity or goods, (2) paraphernalia that may be used for illegal activity (3) manual or automated cash disbursements, (4) prepaid cards or checks (5) sales of money-orders or foreign currency, (6) wire transfer money orders, (7) high-risk products and services, including telemarketing sales.

Transaction Fees

The following fees are assessed to your USU Account.

 

Conversion to US Dollars

Transactions made in currencies other than U.S. Dollars will be converted to U.S. Dollars. Conversion to U.S. Dollars may occur on a date other than the date of the transaction, thus the actual conversion rate may differ from the rate in effect at the time of the transaction. You agree to pay the converted amount plus any applicable conversion charges associated with processing the load transaction.

USU Account Registration for Payment Services

You must open a USU Account to access Payment Services. In order to use Payment Services, you must be at least 18 years old. You must use yours or your business’ true and accurate name when opening a USU Account.

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 upload a copy of your nationally issued ID or passport. You are not permitted to create a USU Account using another persons 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.

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.

Adding a Funding Source

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.

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.

Availability of Payment Services

We may restrict your access to Payment Services if we need to conduct an investigation or resolve any pending dispute related to your use of the Payment Services. We may also restrict access to Payment Services as necessary to comply with applicable law or court order, or if requested by any governmental entity.

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.

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.

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.

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.

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.

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.

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.

Unauthorized or Illegal Use

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. Harm includes fraud and other criminal acts. 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.

Additional Indemnity

In addition to the General Terms, you will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to any transaction submitted by you through the Payment Service.

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.

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.

Eligibility

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.

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 will 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 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.

Termination of Payment Services

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.

Last updated: January 28, 2020.