APPEAL ADMINISTRATOR TERMS AND CONDITIONS OF SERVICE

1. BACKGROUND

   • AID:Tech, as a service provider, provides enterprise level solutions to international NGOs, governments, charities, corporates and other similar organisations to help them tackle some of most entrenched issues in their fields by making it possible to deliver digital entitlements through Blockchain technology and Digital Identity.
     

   • The Appeal Administrator is a charity, non-governmental, non-profit, national or international, humanitarian organisation or corporate.
     

   • The Parties have agreed to enter into these Terms and Conditions of Service in order to facilitate the provision of the Services. AID:Tech provides a disbursement facilitation service which allows the Appeal Administrator to disburse funds, products and/or services for a particular selected Appeal.    
     

2. INTERPRETATION

   • In these Terms and Conditions of Service the following terms shall have the following meanings:
     
     “AID: Tech” means Aid Technology Limited, registered in Ireland, registration number 604231, having its registered office at 26, Upper Pembroke Steer, Dublin 2, Ireland, together with its successors and assigns;
     
     “AID:Tech Logo” means the logo of Aid Technology Ltd
     
     “Appeal” means the Appeal Administrator appeal, relating to a Beneficiary Category, intended to result in certain outcomes for Beneficiaries and/or developments in aid distribution, as set out in the Appeal Information, in respect of which a Donor may make a Donation;    
     
     “Appeal Administrator” means the charity, corporate or non-governmental organisation, the Administrator of the Appeal, as set out in the Appeal Information;
     
     “Appeal Information” means the data and information relating to an Appeal, prepared by the Appeal Administrator, setting out, at a high-level, the Appeal Administrator, the Appeal purpose, operation and primary terms, together with the Beneficiary Categories;
     
     “Beneficiary” means the individual, the ultimate beneficiary of the Donation, within a Beneficiary Category;
     
     “Beneficiary Categories” means the class of Beneficiary within an Appeal, whether an identified individual, one of a class of identified individuals, or an individual within a group, the subject matter of an Appeal, as set out in the Appeal Information;
     
     “Business” means any Donor who is acting in the course of, or pursuant to, a business, trade or professional purpose in the use of the Donation Service;
     
     “Conditions” means these Terms and Conditions of Service, comprised of Clauses 1 to 13 hereof, as may be amended, revised or replaced by AID:Tech from time to time in accordance with Clause 3.2, together with any other documents (whether or not contained on a AID:Tech website) referred to in these Conditions, all of which are incorporated by reference herein;  
     
     “Confidential Information” means all information designated as such by either Party in writing, together with all such other information, which relates to the business affairs, finance, products, data, software programs, specifications, documentation, software listings, source or object code, developments, trade secrets, know how, personnel, customers and suppliers of either Party, together with, in the case of AID:Tech, Donor information, Appeal Administrator information, Beneficiary information, information designated as such by a Regulatory Authority and all other information which may reasonably be regarded as the confidential information of the disclosing Party, whether proprietary to the disclosing Party or in respect of which it owes obligations of confidentiality to third parties;
     
     “Contract” means each contract between AID:Tech and the Appeal Administrator for the supply of the Service, consisting of the Conditions, Appeal Information and Service Description;
     
     “Data Processing Terms” means the terms governing the access to, use of and processing of the Donor and Appeal Administrator’s personal data made in accordance with applicable law, and set out or referred to in the Contract and Registration Form, the acceptance of which, in accordance with its terms, is required in order to allow the Appeal Administrator make use of the Service;
     
     “Digital Asset” means the output from the Donation, being a digital asset, representing either the cash value of the Donation or the cash value post acquisition of a tangible good or product (for example a table), as set out in the Appeal Information;
     
     “Donation” means the Donor donation to the Appeal, being a Donor voluntary donation, made pursuant to an Appeal and made in fiat currency, which shall be translated into a Digital Asset, being a final and irrevocable donation;
     
     “Donation Service” means the Donation related payment processing service, Digital Asset management service, data management service and Beneficiary Appeal fulfilment service, supplied by AID:Tech to the Appeal Administrator, pursuant to an Appeal, utilising the Solution, as described at a high-level in the Donation Service Description, and in respect of which the Service Fee is payable in accordance with these conditions;
     
     “Donation Service Description” means the description of the Donation Service (including use, functions and facilities), a service fee, and related and ancillary matters, produced by AID:Tech.
     
     “Donor” means an individual donor to the Appeal and user of the Donation Service, whether an adult, a minor or other individual incapable of giving consent (being represented by the Donor Representative); and whether acting as a consumer or a Business, being, either, identified, as set out in the Registration Form, or unidentified, opting to participate in the Appeal and utilise the Donation Service on an anonymous basis;
     
     “Donor Representative” means, in respect of a Donor being a minor, their parent, guardian, agent or other authorised representative, including, without limitation, caregivers, being duly authorised under applicable law to consent, execute contracts, represent and perform other actions for and assume liability for and on behalf of the Donor, as set out in the Registration Form;
     
     “Force Majeure” means any cause preventing or materially adversely affecting the performance by a Party of its obligations under a Contract, arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control, which were not reasonably foreseeable, as set out in Clause 11;  
     
     “Intellectual Property” or “IP” means any patents, trademarks, service marks, design rights (whether registerable or otherwise), domain names, applications for any of the foregoing, copyright, moral rights, database rights, know-how, trade or business names, including the AID:Tech logo and other similar rights or obligations whether registerable or not, in any country (including, but not limited to, Ireland) and reference to “Intellectual Property Rights” and “IPR” shall be construed accordingly;
     
     “Ireland” means Ireland, excluding Northern Ireland;
     
     “Material Adverse Event” means any event or series of events, which in the reasonable opinion of AID:Tech, would cause or potentially cause AID:Tech’s continuing involvement and provision of the Donation Services to the Appeal Administrator to have an adverse reputational impact on AID:Tech;
     
     “Merchant” means those merchants who have: (i) been appointed by the Appeal Administrator; and (ii) registered with AID:Tech (subject to the Merchant Terms and Conditions) and where such Merchant is working in conjunction with the Appeal Administrator in respect of an Appeal to facilitate the acquisition of a tangible good or product using Digital Assets for the benefit of a Beneficiary or category of Beneficiaries;
     
     “Registration Form” means the form, completed by the Donor, which sets out certain Donor details, refers to the Data Processing Terms, and sets out related and ancillary matters, which data is recorded on AID:Tech’s financial, customer and service management systems, applicable whether the Registration Form is completed by the Donor or the Donor Representative.  
     
     “Regulatory Requirements” means the regulatory requirements to which AID:Tech and the Appeal Administrator are subject in the supply of the Service and reference to “Regulatory Authority” shall be construed accordingly;  
     
     “Service Description” means the description of the Service (including use, functions and facilities), the Service Fee, and related and ancillary matters, produced by AID:Tech. The Services are offered as a platform to users of the Services, which may include Appeal Administrators and Donors (each defined herein) and other registered and unregistered users of the Services;
     
     “Service Fee” means the fee payable by the Appeal Administrator for the supply of the Service, which AID:Tech may vary from time to time in accordance with its standard commercial practice.
     
     “Solution” means the AID:Tech donation management solution, utilised by AID:Tech in the supply of the Service, as set out in the Donation Service Description.
     

   • The headings in these Conditions do not affect their interpretation.  Reference to the singular shall include the plural as appropriate and vice versa.  Reference to “a”, “an” or “the” means an individual item, the subject matter of the reference. Reference to the masculine tense shall include the feminine tense and vice versa and reference to the Service shall mean the Service in whole or in part, or any instalment thereof, as appropriate in the circumstances.  
     

   • The Parties hereby agree that words in an electronic form shall be deemed to be ’writing’ for the purposes of all applicable legislation where ’writing’ is required and electronic evidence shall be admissible in any court or other quasi-judicial proceedings between the Parties, and the Parties hereby consent to the receipt of communications, including but not limited to the Contract, in electronic form for the purposes of Ireland’s Electronic Commerce Act, 2000 and any other applicable legislation.
     

   • Reference to any statute, regulation or similar shall be construed as a reference to the statute, regulation or similar as amended, consolidated, superseded or replaced from time to time.  Reference to AID:Tech discretion or option shall mean AID:Tech sole discretion or option reasonably exercised.
     

   • These Conditions shall govern and be incorporated in each Contract for the supply of the Service made between AID:Tech and the Appeal Administrator.  These Conditions shall apply in place of, supersede, replace and prevail over, any terms, whether or not in conflict or inconsistent with these Conditions, contained or referred to in any documentation submitted by the Appeal Administrator, in correspondence, or elsewhere, or implied by trade custom, practice, or course of dealing, including, but not limited to, any Appeal Administrator conditions of service, terms of business, or any other form of agreement. The Appeal Administrator agrees that any terms and conditions submitted by the Appeal Administrator are submitted in error and are of no binding effect or application to the Contract.
     

3. SCOPE AND APPLICATION

   • AID:Tech is a technology based service provider which provides the Donation Service and is not the Administrator and manager of the Appeal.  As set out in Clauses 5 and 6, AID:Tech provides no warranties or representations in relation to the subject matter of the Appeal, the management of the Appeal, the outcomes of the Appeal or related matters and AID:Tech does not assume any liability in respect of such matters which are solely the responsibility of the Appeal Administrator.  All communications relating to the Appeal should be made between the Appeal Administrator and the Donor.  AID:Tech is not in any way responsible for handling or addressing any complaints relating to the Appeal.
     

   • These Conditions, and the Contract, constitute the entire agreement, arrangement and understanding between AID:Tech and the Appeal Administrator relating to supply of the Services.  The provisions of Clause 2.5 shall apply in respect of the status of these Conditions.  This clause shall not affect any liability for fraudulent misrepresentation.
     

   • Legal and beneficial title to all Intellectual Property Rights subsisting in the Solution, Donor Service Description and in the overall Donation Service, shall vest and remain vested in AID:Tech, or its third party suppliers.  Legal and beneficial title to all Intellectual Property Rights subsisting in the Appeal Information shall vest and remain vested in the Appeal Administrator.  By accepting these Conditions, the Appeal Administrator is granted a revocable licence to use the AID:Tech logo for purposes connected with the Appeal (including on its website or in printed documentation).  AID:Tech retains the right to revoke such licence with immediate effect if:
     

     • AID:Tech considers that the Appeal Administrator is making use of the AID:Tech logo in an inappropriate manner; or
       

     • the occurrence of a Material Adverse Event.
       

   • To the extent that Appeal involves the appointment and use of a Merchant or Merchants, it is sole responsibility of the Appeal Administrator to appoint such Merchant on such terms and conditions as it sees fit and to procure that such Merchant then registers with AID:Tech subject to the AID:Tech Merchant Terms and Conditions of Service. In providing the Donation Services to the Appeal Administrator, AID:Tech shall use its reasonable endeavours to facilitate the delivery of Digital Assets to any Merchant and such Digital Assets shall be used to obtain certain Products (and/or services) from the Merchant on behalf of Beneficiaries (as set out in the particular Appeal Information) but AID:Tech shall not be liable to any Merchant for any default or non-performance of the Donation Service.
     

4. SERVICE SUPPLY

   • The Donation Service shall be supplied in accordance with the Service Description, provided that, the Appeal Administrator shall:
     

     • comply with the requirements of this Contract and, without limitation, the Service Description;
       

     • without limitation, comply with the Donor related information security requirements set out in the Service Description; and
       

     • utilise the Donation Service solely for the purposes for which they are intended, as set out in the Service Description.
       

   • If the Appeal Administrator refuses or fails to comply with the terms and conditions governing supply of the Donation Service, whether set out in these Conditions, and/or the Service Description, ordered in accordance with the Contract, or fails to take any action necessary on its part for supply and receipt of the Donation Service (the “Breach”), then, AID:Tech may, at its sole option: (i) with immediate effect and on notice in writing to the Appeal Administrator terminate the Contract on the basis of the Breach; or (ii) suspend the Donation Service, with immediate effect and on notice in writing to the Appeal Administrator, until the Appeal Administrator remedy of the Breach occurs, whereupon Service supply shall recommence.  For the avoidance of doubt, the Appeal Administrator shall remain liable to AID:Tech for all Service Fees, and any other sums due to AID:Tech at the date of Termination or Suspension in accordance with this Clause 4.2
     

   • In the performance of its contractual obligations AID:Tech shall observe the terms of the AID:Tech related information security requirements set out in the Service Description, which may be amended from time to time by AID:Tech in accordance with its standard commercial practice.  In addition, AID:Tech shall observe the provisions of its internal data protection and security procedures in the supply of the Donation Service.
     

5. WARRANTIES

   • AID:Tech warrants to the Appeal Administrator that the Donation Service shall, subject to any limitations and exceptions set out in the Service Description: (a) correspond in all material respects with the description as set out in the Service Description; (b) provide the functions and facilities set out in the Service Description; and (c) be performed by AID:Tech using reasonable skill and care.
     

   • The Appeal Administrator acknowledges and agrees that AID:Tech is providing a technological solution to both the Appeal Administrator and the Donor and, accordingly: (a) is not the Administrator of the Appeal, nor the party in control of the administration of the Donation and/or all donations made pursuant to the Appeal (which remains the sole responsibility of the Appeal Administrator); (b) does not provide any representations, assurances or undertakings for and on behalf of the Appeal Administrator, nor assume any responsibility and/or liability for the acts and/or omissions of the Appeal Administrator in relation to its management and distribution of Appeal related donations, including any Donation; (c) does not provide any warranties, assurance or representations, express or implied, as to the quality or fitness of the Donation Service for any particular purpose or use to or for which the Appeal Administrator intends to, or has, put such Service, being matters under the control of the Appeal Administrator, save as expressly set out in the Service Description; and/or (d) is not the provider of credit card processing services, which are provided by a third party service provider, by way of direct contract with the Appeal Administrator and, accordingly, AID:Tech does not provide any representations, assurances or undertakings for and on behalf of the third party credit card processor, nor assume any responsibility and/or liability for the acts and/or omissions of the third party in relation to its card processing services (which are a matter for the Appeal Administrator and the third party credit card processor).
     

   • Except as expressly contained in this Contract, all warranties, terms and conditions, whether oral or written, express or implied by law, custom, or otherwise, are hereby excluded to the maximum extent permitted by law.
     

   THE APPEAL ADMINISTRATOR’S ATTENTION IS SPECIFICALLY DRAWN TO THIS CLAUSE 5.
   

6. LIMITATION OF LIABILITY

   • In no event shall AID:Tech be liable to the Appeal Administrator, under or in relation to these Conditions and a Contract, for and in respect of any: (a) loss of profits, loss of business, loss of revenue, loss of use, cost of substitute Donation Service or facilities, loss of goodwill or anticipated savings, due to its negligent error or omission, breach or default (a “AID:Tech Default”); (b) indirect, consequential or special loss or damage, howsoever and whatsoever arising due to an AID:Tech Default; (c) loss and/or damage suffered by the Appeal Administrator due to any negligent act, error or omission, breach or default of a third party, including, without limitation, any credit card processor; and/or (d) the circumstances set out in Clause 5.2.  For the purposes of this Clause 6.1 the term ‘loss’ shall include a partial loss or reduction in value as well as a complete or total loss.  Nothing in these Conditions shall limit and/or exclude the liability of each Party for death, personal injury, fraud (including fraudulent misrepresentation), criminal action, or any other liability which at law is incapable of exclusion and/or limitation.
     

   • Subject to the provisions of Clause 6.1, the aggregate liability of AID:Tech for any and all AID:Tech Default, resulting in, or giving rise to, direct loss and/or damage to the Appeal Administrator, under this Agreement, shall be limited to damages, which shall not exceed, the greater of, the sum of ten thousand euro (€10,000) or one hundred and fifty percent (150%) of the Service Fee (if any) paid and/or payable in respect of Donation Service under the Contract.  
     

   • Each Party shall be solely liable to the other Party, for and on behalf of itself, its employees servants or agents, under or in relation to these Conditions and the Contract and each Party shall assume all rights and remedies for and on behalf of its employees, servants or agents, against the other Party under or in relation to these Conditions and the Contract.  Except as expressly provided by these Conditions and the Contract, nothing herein creates, is intended to create, or shall be deemed to create, any benefits, rights, claims, obligations, or causes of action, in, to, or on behalf of, any party, or entity, other than AID:Tech and the Appeal Administrator.  The foregoing exclusion shall include, but not be limited to, any agents, employees, contractors of the Appeal Administrator and any other third parties.  
     

   • The Appeal Administrator and AID:Tech expressly agree that should any limitation or provision contained in Clause 6 be held to be invalid under any applicable statute or rule of law, then, it shall to that extent be deemed omitted, but, if any Party thereby becomes liable for loss or damage which would otherwise have been excluded, then, such liability shall be subject to the other limitations and provisions set out herein.
     

   • AID:Tech shall have no liability for damages or costs, including legal expenses, in respect of any claim, proceedings or action (together a “Claim”) taken by or on behalf of the Appeal Administrator under or in connection with these Conditions and the Contract to supply the Donation Service to the Appeal Administrator, unless: (a) AID:Tech receives from the Appeal Administrator written notice of such Claim within thirty (30) days of the Appeal Administrator becoming aware of the facts giving rise to such Claim; and (b) such Claim is commenced within twenty four (24) months of supply, or non-supply, of such Donation Service upon which such Claim is based.
     

   THE APPEAL ADMINISTRATOR’S ATTENTION IS SPECIFICALLY DRAWN TO THIS CLAUSE 6.
   

7. TERMINATION

   • Without limiting its other rights or remedies, either Party may terminate this Contract with immediate effect, by giving written notice to the other Party: (a) if the other Party commits a material breach of any term of the Contract and, where such breach is by its nature incapable of remedy, then, immediately on service of notice and, where the breach is by its nature capable of remedy, then, where such Party has failed to remedy the breach within thirty (30) days of receipt of written notification requiring remedy; (b) in respect of the Appeal Administrator, where any corporate action, legal proceedings or any other step is taken to implement a suspension of payments, a moratorium of any indebtedness or it passes a resolution for its winding-up, or a court of competent jurisdiction makes an order for such Party’s winding up or dissolution; (c) in respect of the Appeal Administrator, following the making of an administration order in relation to such Party, or the appointment of an examiner, liquidator, receiver, administrative receiver, administrator or compulsory manager or other similar officer to such Party or any of its assets, or an encumbrancer taking possession of or selling, an asset of such Party; (d) in respect of the Appeal Administrator, following such Party proposing, sanctioning or making an arrangement, composition, compromise or assignment with its creditors generally in satisfaction of the debts of that Party, or making an application to a court of competent jurisdiction for protection from-its creditors generally; and/or (e) in respect of AID:Tech, in circumstances of Force Majeure, to which the provisions of Clause 11.2 apply. On or at any time after the occurrence of any of the foregoing events, AID:Tech may: (i) stop supply of any then current Service and suspend further supply of the Service to the Appeal Administrator; (ii) exercise its rights under this Clause 7; and/or (iii) terminate any Contract with the Appeal Administrator, with immediate effect by notice in writing to the Appeal Administrator.
     

   • Subject to the provisions of Clause 6.1, the aggregate liability of AID:Tech for any and all AID:Tech Default, resulting in, or giving rise to, direct loss and/or damage to the Appeal Administrator, under this Agreement, shall be limited to damages, which shall not exceed, the greater of, the sum of ten thousand euro (€10,000) or one hundred and fifty percent (150%) of the Service Fee (if any) paid and/or payable in respect of Donation Service under the Contract.  
     

   • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after expiry or early termination shall remain in full force and effect, including, without limitation, the provisions of Clause 2, 3.3, 6, 7, 10, 12 and 13.
     

8. PRICE AND PAYMENT

   • The Service Fee is payable by the Appeal Administrator. All sums due and owing shall be paid in full and free from any rights of set-off and counterclaim, to the maximum extent legally permissible.  Without prejudice to any claim for damages which AID:Tech may have, AID:Tech shall be entitled to pursue any sums due and owing as a simple contract debt in any court of competent jurisdiction
     

   • Value Added Tax and any other tax or duty payable by the Appeal Administrator shall be added to the Service Fee, at the rate then applicable.  Time for payment shall be of the essence and an express condition of this Contract.  Interest is payable by the Appeal Administrator on overdue accounts in accordance with the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. 580 of 2012).
     

   • AID:Tech may at its discretion, based on prior warning to the Appeal Administrator, suspend supply of Donation Service to the Appeal Administrator in the event that the Appeal Administrator is overdue with payment of any amount due and owing to AID:Tech, or is in breach of these Conditions or the Contract, until such time as the payment is made or the breach remedied to AID:Tech’s reasonable satisfaction.
     

9. REGULATORY REQUIREMENTS

   • The Appeal Administrator shall in the conduct of its business be responsible for compliance with Regulatory Requirements, at its own cost and expense.  AID:Tech shall be responsible for compliance with Regulatory Requirements applicable to it as supplier of the Service.  AID:Tech shall not be responsible for the Appeal Administrator’s compliance with Regulatory Requirements applicable to it as Administrator of the Appeal and conduct of its business generally, which shall entirely be matters within its control.
     

10. DATA PROTECTION AND CONFIDENTIAL INFORMATION

    • The Data Processing Terms shall apply as between the Parties and shall be deemed included within a Contract.  
      

    • By virtue of the Service supplied and received under a Contract, each Party may have access to and/or otherwise become aware of certain of the Confidential Information of the other Party.  The Parties agree that any Confidential Information obtained from, or relating to, the other Party, its related companies, servants or agents, is and shall remain the property of such Party.  The Parties shall treat as confidential and neither Party (including its personnel, agents or sub-contractors) shall disclose, or use, the Confidential Information of the other Party, except to the extent necessary for the performance of the Contract.
      

    • The provisions of Clause 10.2 shall not apply to Confidential Information which:
      

      • is in or becomes part of the public domain (otherwise than by breach of this Contract);
        

      • was in the lawful possession of the receiving Party prior to disclosure under this Contract and was not unlawfully obtained, either directly or indirectly;
        

      • is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or which is independently developed by the receiving Party, without dependence on, or reference to, such Confidential Information;
        

      • is required to be disclosed by law or final mandatory order of a court or other competent authority, provided always that, the Party whose Confidential Information is to be disclosed is promptly notified of such a requirement and afforded a reasonable opportunity to seek relief therefrom, where available;  
        

      • is required to be disclosed to the Parties professional advisors, provided that, such disclosure is to the extent necessary for such advisors to carry out their professional duties and upon conditions of confidentiality, no less onerous than set out in this Clause 10; and
        

      • is released from the provisions of this Clause 10, by the prior written consent of the Party to which it relates.
        

    • Nothing in this Clause 10 shall be deemed or construed to prevent AID:Tech from disclosing any Confidential Information obtained from the Users to:
      

      • its affiliated companies;
        

      • any Regulatory Authority to which it is subject; and/or
        

      • any consultant, contractor, or other person engaged by AID:Tech, in connection with the Appeal, provided that, AID:Tech shall have obtained from the consultant, contractor, or other person, a signed confidentiality undertaking on substantially the same terms as are contained in this Clause 10.  This obligation shall be discharged, either, by inclusion within the signed undertaking aforesaid or, where not applicable, by written notification to the recipient.
        

    • The provisions of this Clause 10 shall continue in force for a period of sixty (60) months following the expiry or termination of the Contract, for whatever reason.  
      

11. FORCE MAJEURE

    • AID:Tech may delay performance of an obligation under these Conditions if and to the extent that it cannot perform the obligation because of an event of Force Majeure, which prevents performance thereof and which, by the exercise of reasonable diligence, it is unable to prevent.  This event includes, but is not limited to: (i) act of God; (ii) outbreak of hostilities, acts of terrorism or civil commotion; (iii) the act of any government or authority (including a failure to grant any licence or consent or a change in the law or interpretation of the law), other than those of and in Ireland; (iv) fire, explosion, flood, or other accidental damage; (v) loss at sea; and/or (vi) any disaster affecting a third party for which a substitute third party is not reasonably available;
      

    • If AID:Tech is affected by an event of  Force Majeure, then, it shall: (i) where deemed necessary by AID:Tech, notify the Appeal Administrator in writing giving reasonable details of the event as soon as reasonably possible following it becoming aware; and (ii) use reasonable endeavours to continue to perform the obligation.  If performance is delayed for a continuous period of five (5) days, or greater, then, AID:Tech may, by written notice to the Appeal Administrator, elect to suspend this Contract for a period of not less than five (5) and not greater than thirty (30) days, or, to terminate this Contract, pursuant to Clause 7.1(e).    
      

12. DISPUTE RESOLUTION PROCEDURE

    • The Contract shall be considered as an agreement made in Ireland.  Any disputes, claims or proceedings arising out of or in any way relating to the Service, the Conditions, or a Contract, shall be governed exclusively by the laws of Ireland.  The Parties hereby submit to the exclusive jurisdiction of the Irish Courts for the purpose of any proceedings arising out of or in any way relating to the Service, the Conditions, or a Contract.
      

13. GENERAL

    • The Appeal Administrator may not assign, novate, or transfer, or purport to assign, novate, or transfer, any of its rights or obligations under a Contract.  To facilitate corporate planning, AID:Tech may assign, novate, sub-contract, or transfer, its rights and obligations under a Contract.  A Contract shall ensure to the benefit of and be binding upon the respective Parties hereto and their respective successors, personal representatives and assigns.
      

    • If one or more provisions of these Conditions or a Contract are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each Party as close as possible to that under the provision rendered unenforceable.  In the event that the Parties cannot reach a mutually agreeable and enforceable replacement for such provision, then: (i) such provision shall be excluded from these Conditions or a Contract; (ii) the balance of the these Conditions or a Contract shall be interpreted as if such provision were so excluded; and (iii) the balance of these Conditions or a Contract shall be enforceable in accordance with its terms.
      

    • The failure or delay by AID:Tech in exercising a right or remedy provided by a Contract, or by law, shall not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by a Contract, or by law, shall prevent a further exercise of the right or remedy or the exercise of another right or remedy.
      

    • A notice under or in connection with a Contract shall be in writing and sent by post pre-paid recorded delivery, or by email (subsequently confirmed by post aforesaid), to the Appeal Administrator at the address set out in the Contract, and to AID:Tech at the address set out in these Conditions.  In the absence of earlier receipt, a notice shall be deemed given: (a) if sent by post, except airmail, two (2) days after the date of posting; (b) if sent by airmail, five (5) days after the date of posting; and (c) if sent by email, on completion of transmission.  
      

    • These Conditions, together with the Contract, contains the whole and entire agreement and arrangement between the Parties relating to the subject matter hereof and supersede and replace any prior representations, agreements, arrangements and understandings between the Parties relating to that subject matter.  Each Party acknowledges that, in entering into these Conditions and the Contract, it does not rely on any statement, misrepresentation, assurance or warranty (whether it was made negligently or innocently) of any person, whether a Party hereto or not, other than as expressly set out herein.  Nothing in this Clause 13.5 shall limit or exclude any liability for fraud, including, but not limited to, fraudulent misrepresentation.
      

    • A Contract shall not be amended except by a subsequently dated written amendment signed by duly authorised representatives on behalf of both Parties.
      

    • The relationship between the Parties shall be that of independent contractors. Nothing in these Conditions, or a Contract, shall be deemed to create a partnership, agency, joint venture, or relationship of employer and employee, between the Parties.
      

    • Nothing in these Conditions, or a Contract, shall confer or purports to confer on any third party any benefit or right to enforce any term of these Conditions, or a Contract.  
      

    • No action regardless of form arising out of these Conditions may be brought by either Party more than twenty four (24) months after the Party concerned becomes aware or should reasonably have become aware of the facts constituting the cause of action.
      

    • All communications under or in relation to these Conditions or a Contract shall be in the English language.
      

AID:Tech Prepaid Card Agreement

Effective as of May 24^th 2023

IMPORTANT – PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION (SEE SECTION 7 BELOW) REQUIRING ALL CLAIMS (EXCEPT CLAIMS ELIGIBLE FOR SMALL CLAIMS COURT) TO BE RESOLVED BY WAY OF BINDING ARBITRATION.

Please read this carefully and retain it for future reference. This AID:Tech Prepaid Card Agreement (the "Agreement") is revised periodically, so it may include changes from earlier versions. You can determine when this Agreement was last revised by referring to the Effective Date at the top of the Agreement.

This Agreement outlines the terms and conditions under which the AID:Tech Prepaid Card (“Card”) has been issued to you by Community Federal Savings Bank, ("Bank"), member of the Federal Deposit Insurance Corporation ("FDIC"). Highnote Platform, Inc. (“Program Manager”), is the Bank’s program partner responsible for managing the Card and providing customer service to you on the Bank’s behalf.

By accepting and using the Card, you agree to be bound to the terms and conditions of this Agreement, which can also be accessed from the Kare mobile application or https://www.aid.technology/kare-legal-terms-of-use  

“Card Account” refers to the records we maintain to account for the transactions made with the Card.

"We", "our", and "us" refer to the Bank, our successors, affiliates, or assignees.

"You" and "your" refers to the person to which we issued the Card Account.

Bank's business days are Monday through Friday, excluding federal holidays, even if we are open. Any references to "days" found in this Agreement are calendar days unless indicated otherwise.

CELLULAR PHONE CONTACT CONSENT

By providing us with a telephone number for a cellular phone or other wireless device, including a number that you later connect to a cellular device, you are expressly consenting to receiving communications including but not limited to prerecorded or artificial voice message calls, text messages, push notifications, e-mails and calls made by an automatic telephone dialing system from us, our affiliates and our agents (including, but not limited to, Program Manager, at that telephone number. This express consent applies to each such telephone number that you provide to us now or in the future and permits such calls for non-marketing purposes. Calls and messages may incur access fees from your cellular provider.

1. DESCRIPTION OF YOUR CARD ACCOUNT

A. Card Account

The Card Account is a prepaid account established for you at Bank, and holds funds loaded by you or persons on your behalf. The funds associated with your Card Account are held in a pooled deposit account at Bank, and your funds in this pooled deposit account may be combined with the funds of other AID:Tech Prepaid cardholders.

The Card Account is a non-interest bearing account, meaning no interest will be paid to you for the funds that you load, otherwise receive, or maintain in the Card Account.

You will be able to use the AID:Tech mobile application (the “Mobile App” or “Kare mobile application”) to view the available balance in your Card Account, which is the total amount of funds in your Card Account. Funds associated with your Card Account that are in transit and have not yet settled with Bank may not be available for withdrawal until the funds settle with Bank.

We reserve the right to impose limits on the maximum amount that you can maintain in, or transact with, your Card Account and reserve the right to change such limits at any time. You will be notified in advance of any changes if required by law. Please see Section 2(C) below for maximum balance and transaction limitations.


B. The Card

The Card is a prepaid card, which allows you to access funds loaded to your Card Account. You may use the Card to access available funds in your Card Account to purchase goods and services at merchants that accept Visa debit cards, or Pulse, or (in the case of a physical card being issued) withdraw cash at ATM’s that bear the Visa or Pulse acceptance marks, subject to the transaction limits set forth in this Agreement. The Card is not a credit card or a gift card.

Card transactions are limited to the amount of available funds loaded to your Card Account, in addition to any transaction limits set forth in this Agreement.


C. Opening a Card Account

You may submit an application to open a Card Account by using the Kare mobile application (the "Mobile App").


D. Card Account Eligibility

The Card Account is available to consumers who are citizens and residents of the fifty United States ("U.S.") and the District of Columbia, and who are at least 18 years of age with a valid Social Security number (“SSN”) or Individual Tax Identification Number (“ITIN”).

You must consent to accept electronic communications, rather than paper communications. Your consent to receive electronic communications means: you shall receive electronic delivery of all Card Account communications, instead of receiving such communications in paper form. You must provide us, and continue to maintain with us, a valid e-mail address to which we will send such electronic Card Account communications to you. If you revoke your consent to receive electronic communications from us, your Card Account will be closed.

Program Manager may use information from third parties to help Bank determine if we should open your Card.


E. Important Information About Procedures for Opening a New Card Account

TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY, AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS A CARD ACCOUNT.
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WHAT THIS MEANS FOR YOU: WHEN YOU OPEN A CARD ACCOUNT, WE WILL ASK FOR YOUR NAME, ADDRESS, DATE OF BIRTH, AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU. WE MAY ALSO ASK TO SEE A COPY OF YOUR DRIVER'S LICENSE OR OTHER IDENTIFYING DOCUMENTS.
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F. FDIC Deposit Insurance

Your Card Account funds are eligible for FDIC deposit insurance up to the applicable limits provided by law (the current FDIC deposit insurance limit is $250,000 for each account ownership category).
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In the event of Bank’s failure, your funds, aggregated with any other funds you have on deposit at Bank, would be eligible to be insured by the FDIC up to $250,000 for each account ownership category. You are responsible for monitoring the total amount of deposits (including non-AID:Tech accounts) held by you at Bank for purposes of determining the amount of your deposits that may be eligible for FDIC deposit insurance.
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Any amount of your deposits at Bank that exceeds the $250,000 insurance limit may be uninsured.
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G. Privacy Policy

Bank's privacy policy is available at https://www.cfsb.com/privacy and is considered part of this Agreement.
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AID:Tech’s privacy policy is available at https://www.aid.technology/kare-legal-privacy-policy and is considered part of this Agreement.

2. GENERAL RULES GOVERNING THE CARD ACCOUNT

A. General Provisions

The Card Account, the Card and your obligations under this Agreement may not be assigned by you. Bank may transfer its rights under this Agreement. Use of the Card Account and Card are subject to all applicable rules and customs of any payment network involved in Card transactions. Neither Bank nor Program Manager waives its rights by delaying or failing to exercise them at any time. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, the validity or enforceability of any other provision of this Agreement shall not be affected.

Your Card Account is intended for personal, family or household use, and is not intended for business use. We may close the Card Account if we determine it is being used for business purposes. Bank may refuse to process any Card transaction(s) that it believes may violate the terms of this Agreement or applicable law.

Your Card Account is not a checking or savings account.

The Card is the property of Bank, and must be surrendered upon demand. The Card is non-transferrable, and Bank may cancel the Card at any time without prior notice to you subject to applicable law.


B. Loading Funds to your Card Account

Loads to your Card Account may only be made in the form and manner we permit in our sole discretion. Only electronic loads are permitted. All loads must be made in U.S. Dollars. The Card may not be loaded by you at this time.

You may not load funds at any ATM or at any of our branch locations.

See Section 2(C) below for limitations on amount and frequency of loads to your Card Account.
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C. Limitations on Frequency and Dollar Amounts of Transactions

From time to time, Bank may increase or decrease limits, or add additional limits, to your use of the Card Account, including the Card, in its sole discretion for security, risk or other reasons without notice to you, except as required by applicable law. Your Card Account limits can be found in the table below.

D. No Overdrafts Permitted

You are not permitted to overdraw your Card Account. If the available balance in your Card Account is insufficient to cover any payment or withdrawal you have authorized, the payment or withdrawal you have requested can be declined.  

If your Card Account balance becomes negative for any reason, you must load funds immediately to cover the negative balance. Any load we receive to your Card Account will first be applied to any negative balance in your Card Account.

We may also use any funds in any other account you have at Bank to offset a negative balance in your Card Account.
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E. Card Account Closure, Holds, Suspensions and Restrictions

Bank reserves the right to close, suspend, freeze or restrict your Card Account for any reason with or without notice to you. Such reasons include, but are not limited to:

• If we, at any time, believe that the Card Account is being used for fraudulent or illegal purposes, or the Card Account presents an undue risk to Bank as determined in our sole discretion.
• Your use of the Card Account conflicts with any federal, state, or local law, rule or regulation, including federal foreign asset control requirements and anti-money laundering rules, or with Bank’s policies designed to assure Bank’s compliance with such law, rule or regulation.
• We receive a court order or other valid legal process to suspend or close your Card Account.
• Your actions otherwise violate any part of this Agreement.

If the Card Account is cancelled, closed, or terminated for any reason, any recurring Card transactions received after the Card Account closure date will be rejected.   


F. Illegal Transactions

You may not use your Card Account for illegal online gambling or any other illegal transactions. Bank may refuse to process any transaction that it believes may violate the terms of this Agreement or applicable law. You acknowledge and agree that Bank has no obligation to monitor, to review or to evaluate the legality of your transactions. To the fullest extent permitted by law, you agree to pay for any transaction that you authorized, even if that transaction is determined to be illegal.

3. USING THE CARD

A. Card Activation

You must activate the Card before it can be used. Activation instructions will be provided with the Card.
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B. Personal Identification Number

You will also be required to set a Personal Identification Number (“PIN”) during the Card activation process. You should not write or keep your PIN with your Card. Never share your PIN with anyone. If you believe that anyone has gained unauthorized access to your PIN, you should contact us immediately following the procedures in Section 4(C) (“Your Liability for Unauthorized Transfers”) below.
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C. Card Purchases

You may use the Card to purchase goods or services everywhere Visa debit or Pulse cards are accepted.
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Each time you use the Card, you authorize Bank to reduce the available balance in your Card Account by the amount of the Card transaction and any applicable fees.
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D. Cash Withdrawals with the Card

With the PIN, you may use your Card to withdraw cash from your Card Account at any ATM or Point-of-Sale device (if cash-back functionality is made available by the merchant) that bears the Visa or Pulse acceptance marks. All ATM transactions are treated as cash withdrawal transactions.
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Each time you withdraw cash with the Card, you authorize Bank to reduce the available balance in your Card Account by the amount of the cash withdrawal and any applicable fees.
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When you use a non-MoneyPass ATM, you may be charged a fee by the ATM operator, and you may also be charged a fee for a balance inquiry even if you do not complete a cash withdrawal. Such fee is a third-party fee assessed by the individual ATM operator only, and is not assessed by us. The ATM fee will be charged to your Card Account.
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You may also withdraw funds at a participating financial institution (“Over the Counter” or “OTC” withdrawals).  
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E. Authorized Card Transactions

You are responsible for all authorized transactions initiated by use of your Card. If you permit another person to have access to your Card, we will treat this as if you have authorized any use of your Card by that person, and you will be liable for all transactions and fees incurred by that person.


F. Transactions Made in Foreign Currencies and Foreign Transactions

If you use the Card to make purchases or obtain cash in a currency other than the U.S. Dollar, the amount deducted from the available balance in your Card Account will be converted by Visa into an amount in U.S. Dollars. The exchange rate between the transaction currency and the U.S. Dollar used to process such Card transactions is a rate selected by Visa from the range of rates available in wholesale currency markets for the applicable central processing date, which may vary from the rate that Visa itself receives, or the government-mandated rate in effect for the available central processing date.

4. ELECTRONIC FUNDS TRANSFER DISCLOSURE AND SPECIAL TERMS AND CONDITIONS

A. Electronic Funds Transfer Services

Types of Electronic Funds Transfers Available:

• You may arrange with another party, such as your employer, a government agency, or other financial institutions, to electronically deposit funds on a one-time or recurring basis directly to your Card Account.
  
• You may authorize another party, such as a merchant, using your Card number to electronically withdraw funds on a one-time or recurring basis directly from your Card  Account.
  
• You may use the Card to make purchases at merchants that accept the Card on a one-time or recurring basis, or to obtain cash at ATMs and, subject to availability, cash back at POS terminals.
  

Limitations on Transfers, Amounts and Frequency of Transactions:

• At Bank's discretion, the number and amount of transfers per day or month may be limited. See Section 2(C) above for frequency and dollar amount limitations on transfers to and from your Card Account.
  
• ACH Debits to your Card Account using the Bank’s ABA number and your Card Account number are prohibited.
  

Right to Receive Documentation of Electronic Funds Transfers:
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If your Card Account is registered with us, you also have the right to obtain at least 24 months of written history of Card Account transactions by calling +1 415 8002806 You will not be charged a fee for this information unless you request it more than once per month.

• Balance and Transaction History: You may obtain information about the amount of money you have remaining in your Card Account by calling +1 415 8002806. This information, along with a 12-month history of Card Account transactions, is also available online at aid.technology.
  
• If your Card Account is registered with us, you also have the right to obtain at least 24 months of written history of Card Account transactions by calling +1 415 8002806 You will not be charged a fee for this information unless you request it more than once per month.
  
• Receipts: You can get a receipt at the time you make any Card transaction at a merchant or ATM. However, for certain small dollar transactions at merchant locations, you may not receive a receipt.
  

B. Preauthorized Transfers (Recurring Payments)

Right to Stop Payment of Preauthorized Transfers and Procedure for Doing So

If you have told us in advance to make regular payments with the Card (“recurring payments”), you can stop any of these payments. Here's how: email us at info@aid.technology, in time for us to receive your request 3 business days or more before the payment is scheduled to be made.

To stop a recurring payment to a merchant that you authorized to debit the Card on a regular basis, it is best to contact the merchant directly to request cancellation of the recurring payment.

If the merchant with whom you arranged recurring payments from the Card is unable or unwilling to stop the transfer, email us at info@aid.technology, in time for us to receive your request 3 business days or more before the recurring payment is scheduled to be made. Such a stop payment request will also cancel all future payments for the recurring transaction to which the stop payment request relates, unless you authorize the recurring transaction again with the merchant.

Notice of Varying Amounts 

If recurring payments may vary in amount, the person you are going to pay is required to tell you, 10 days before each payment, when it will be made and how much it will be. You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits you set.

Liability for Failure to Stop Payment of Preauthorized Transfer

If you order us to stop one of these recurring payments 3 business days or more before the recurring payment is scheduled, and we do not do so, we will be liable for your losses or damages.
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C. Your Liability for Unauthorized Transfers

Contact AID:Tech Customer Service IMMEDIATELY if you believe your Card or PIN number has been stolen, or if you believe that an electronic fund transfer has been made without your permission. Calling us at +1 415 8002806 is the best way to keep your possible losses down. You could lose all the money in your Card Account.   

If you tell us within 2 business days after you learn of the loss or theft of your Card or PIN, you can lose no more than $50 if you someone used your Card or PIN without your permission.

If you do NOT tell us within 2 business days after you learn of the loss or theft of your Card or PIN, and we can prove we could have stopped someone from using your Card or PIN without your permission if you had told us, you could lose as much as $500.

Also, if your electronic transaction history shows transactions that you did not make, including those made by your Card, PIN or other means, tell us at once. If you do not tell us within 60 days after the earlier of the date you accessed your Card Account (if the unauthorized transaction could be viewed in your electronic history) or the date that we sent the FIRST written history on which the unauthorized transaction appeared, you may not get any money you lost after the 60 days if we can prove we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or hospital stay) kept you from telling us, we will extend the time periods.
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If you believe your Card or PIN has been lost or stolen, call us at +1 415 8002806 or email us at info@aid.technology.

If your Card or PIN has been lost or stolen, we may close your Card, deactivate your PIN, and issue you a new Card (with a new Card number) or PIN (as applicable).

If we change your Card number, you must immediately inform merchants of your new Card number to ensure your recurring Card transactions continue uninterrupted.

Your Liability for Unauthorized Card Transfers

Under Visa’s Zero Liability Policy, your liability for unauthorized transactions using your Card is $0.00 if you are not negligent or fraudulent in the handling of the Card. This reduced liability does not apply to certain commercial card transactions, transactions not processed by Visa, or to anonymous prepaid cards (until such time as the identity of the cardholder has been registered with us). The reduced liability policy also does not apply if you wait more than 60 days to report an unauthorized transaction after the earlier of the date you electronically access your Card Account (if the unauthorized transaction could be viewed in your electronic history), or the date we sent the FIRST written history of your transactions on which the unauthorized transaction appeared.

D. Bank's Liability for Failure to Complete Transactions

If a transaction is not properly completed with your Card on time or in the correct amount according to our Agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

• If through no fault of ours, you do not have enough funds available in your Card Account to complete the Card transaction;
  
• If a merchant refuses to accept the Card;
  
• If an ATM where you are making a cash withdrawal does not have enough cash;
  
• If an electronic terminal where you are making a Card transaction does not operate properly, and you knew about the problem when you initiated the transaction;
  
• If access to your Card or PIN has been blocked after you reported your Card or PIN;
  
• If there is a hold on your funds in your Card Account, or your Card Account funds are subject to legal or administrative process or other encumbrance restricting their use;
  
• If we have reason to believe the requested Card transaction is unauthorized;
  
• If circumstances beyond our control (such as fire, flood, or computer communication failure) prevent the completion of the Card transaction, despite reasonable precautions that we have taken; or
  
• Any other exception stated in our Agreement with you.
  

E. Information About Your Right to Dispute Errors

In case of errors or questions about your electronic transactions, send us an email at info@aid.technology or contact Customer Service at +1 415 8002806 as soon as you can, if you think an error has occurred in your Card Account, or if you need more information about a transaction.

We must hear from you no later than 60 days after the earlier of the date that you electronically access your Card Account (if the error could be viewed in your electronic transaction history) or the date we sent the FIRST written history on which the error occurred. In any case, we may limit our investigation of any alleged error that you do not report to us within 120 days of the posted transaction. You may request a written history of your transactions at any time by calling us at +1 415 8002806 . You will need to tell us:

1. Your name, Card number and email address associated with your Card (if any);
2. A description of the error or transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information; and
   
3. The dollar amount of the suspected error.

If you provide this information verbally, we may require that you send your complaint or question in writing within ten (10) business days.
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We will determine whether an error occurred within ten (10) business days after we hear from you, and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, and your Card Account is registered with us, we will credit your Card Account within ten (10) business days for the amount you think is in error, so that you will have use of the money during the time it takes to complete our investigation. If we ask you to put to put your complaint or question in writing and we do not receive it within ten (10) business days, we may not credit your Card Account.

For errors involving new Card Accounts, point-of-sale transactions or foreign-initiated transactions, we may take up to ninety (90) days to investigate your complaint or question. For new Card Accounts, we may take up to twenty (20) business days to credit your Card Account for the amount you think is in error.

We will tell you the results within three (3) business days after completing the investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation by contacting Customer Service.

If you need more information about our error-resolution procedures, call us at +1 415 8002806 or visit https://aid.technology/kare

It is important to register your Card Account as soon as possible. Until you register your Card Account and we verify your identity, we are not required to research or resolve any errors regarding your Card Account. To register your Card Account, go to https://aid.technology/kare or call us at +1 415 8002806 . We will ask you for identifying information about yourself (including your full name, address, date of birth and social security number, so that we can verify your identity.

5. FEE SCHEDULE

You agree to pay the Card Account fees set forth below in the AID:Tech Fee Schedule. All the fees will be debited from your Card Account and will be assessed as long as there is a remaining balance in your Card Account. If at any time your remaining Card Account balance is less than the fees being assessed, the balance of your Card Account will be applied to the fees resulting in a zero balance in your Card Account. The remainder of the fees due will be collected upon the next deposit into your Card Account.

6. OTHER AGREEMENT TERMS

A. No Warranty of Availability or Uninterrupted Use

From time to time, services related to the Card Account may be inoperative. When this happens, you may be unable to access the Website or Mobile App, and you may be unable to use the Card or obtain information about the Card Account. Please notify us if you have any problems using the Card Account, Website, or Mobile App. You agree that, except as required by applicable law, that Bank or Program Manager will not be responsible for temporary interruptions in service due to maintenance, website changes, or failures, nor shall Bank or Program Manager be liable for extended interruptions due to failures beyond Bank’s or Program Manager’s control, including but not limited to the failure of interconnecting and operating systems, computer viruses, forces of nature, pandemics, labor disputes and armed conflicts.
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B. Limitation of Liability

Except as required by applicable law, Bank shall have no liability to you if Bank is unable to complete a Card transaction for any reason beyond Bank's control. Except as otherwise expressly provided in this Agreement or as otherwise required by applicable law, Bank, Bank's affiliates, and the parties with whom Bank contracts in order to offer your Card Account and related services are neither responsible nor liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating in any way to the use of your Card Account, any products or services purchased using Card, or this Agreement (as well as any related or prior agreement you may have had with Bank).


C. English Language Controls

Any translation of this Agreement is provided for your convenience. The meaning of the terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.


D. Card Account Customer Service

For Card Account assistance or additional information regarding your Card Account, please send an email to info@aid.technology or contact Customer Service at +1 415 8002806.


E. Telephone Monitoring/Recording

From time to time, we may monitor and/or record telephone calls between you and us to assure the quality of our service team or as required by applicable law.


F. Amendment and Cancellation

Except as otherwise required by applicable law, Bank may amend or change the terms and conditions of this Agreement at any time by posting the amended Agreement at the Website, and any such amendment shall be effective upon such posting to the Website. The Agreement is also available on the Website. You will be notified of any amendment(s) in the manner provided by applicable law prior to the effective date of the amendment(s). However, if the amendment(s) is made for security purposes or your benefit, Bank may implement it without prior notice. When we change this Agreement, the then-current version of the Agreement governs your Card Account and supersedes all prior versions. Bank may cancel or suspend your Card Account or this Agreement at any time. You may cancel this Agreement by contacting Customer Service to close your Card Account. Your cancellation of this Agreement will not affect any of Bank’s rights or your obligations arising under this Agreement prior to cancellation.

IMPORTANT: IF YOU TERMINATE YOUR RELATIONSHIP WITH BANK OR WITHDRAW YOUR CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS ABOUT YOUR CARD ACCOUNT, THE CARD ACCOUNT WILL AUTOMATICALLY BE CLOSED.


G. Confidentiality

Bank may disclose information to Program Manager and other third parties about your Card Account or the transactions you make:

• Where it is necessary for completing transactions.
• In order to verify the existence and condition of your Card Account for a third party (such as a merchant).
• In order to comply with government agency, court order, or other legal or administrative reporting requirements.
• If you give us your written permission.
• To Bank's employees, auditors, affiliates, service providers, or attorneys as needed.
• Otherwise as necessary to fulfill Bank's obligations under this Agreement or as detailed in Bank's Privacy Policy.

H. No Warranty Regarding Goods or Services as Applicable; Merchant Credits

Bank is not responsible for the quality, safety, legality, or any other aspect of any goods or services you purchase using your Card. If you are entitled to a refund for any reason for goods or services purchased with your Card, the return and refund will be handled by the merchant. If a merchant posts credits to your Card Account via the Card, the credit may not be immediately available since we have no control over when a merchant may send the credit transaction to us.


I. Survival

All provisions of this Agreement shall survive the termination of this Agreement or closure of your Card Account by either party for actions arising in connection with this Agreement or your Card Account.


J. Governing Law

You agree that, except to the extent inconsistent with or preempted by federal law and except as otherwise stated in this Agreement, the laws of the State of New York, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and Bank (or Program Manager), regardless of your location.

7. ARBITRATION

THIS AGREEMENT REQUIRES ALL DISPUTES BE RESOLVED BY WAY OF BINDING ARBITRATION.
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Except for disputes that qualify for small claims court, all disputes arising out of or related to this Agreement or any aspect of the relationship between you and Bank (or Program Manager), whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury and you agree that Bank and you are each waiving the right to trial by a jury. You agree that any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted, and you are agreeing to give up the ability to participate in a class action. The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, as amended by this Agreement.

The Consumer Arbitration Rules are available online at: https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.

The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by Bank that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator's decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against Bank for you.

If any portion of this Arbitration Provision is deemed invalid or unenforceable, such a finding shall not invalidate any remaining portion of this Arbitration Provision, this Agreement, or any other agreement entered into by you with us. However, notwithstanding any language in this Arbitration Provision or this Agreement to the contrary, the Class Action Waiver is not severable from the remainder of this Arbitration Provision and, in the event that the Class Action Waiver is held to be invalid and unenforceable, and subject to any right of appeal that may exist with respect to such determination, any class action or representative proceeding shall be determined in a court of law and will not be subject to this Arbitration Provision.

IF YOU DO NOT AGREE TO THE TERMS OF THIS ARBITRATION PROVISION, DO NOT USE THE CARD ACCOUNT. CALL +1 415 8002806 TO CLOSE THE CARD ACCOUNT.