Klutch Terms of Service

Effective Date: January 9, 2022

Welcome to Klutch! These Terms of Service (“Terms”) are a legal agreement between you and Klutch Technologies, Inc. (“Klutch” “we” “our” or “us”) and govern your use of Klutch’s services, including mobile applications, websites, software, hardware, and other products and services (collectively, the “Services”). Klutch is not a bank, Klutch is financial technology company providing the Services. Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. By using any of the Services you agree to these Terms as well as those in the Privacy Policy and any other relevant policies. If you have any questions, please contact us at support@klutchcard.com. 

These Terms govern your use of the Services, which you may use to open a Klutch Credit Card (“Klutch Account” or “Klutch Card”).  Synapse is our backend software provider, and partners with financial institutions to provide FDIC insurance. Synapse’s API, and their relationship with financial institutions, enables us to offer banking services and products. By agreeing to Klutch’s Terms, you also agree to Synapse’s Terms of Service and Privacy Policy. Your Klutch Card is governed by Evolve Bank & Trust's Cardholder Agreement and any other documents provided to you by or on behalf of the Bank (“Bank Terms”). By opening your Klutch Card or conducting any transaction involving the Klutch Card, you agree to be bound by the Bank Terms.

THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. Modifications

Klutch reserves the right, in its discretion, to modify, alter or otherwise update these Terms or an account disclosures and documents provided to you at any time, and, by continuing to use the Services, you accept the modification. Any changes will be effective only after the effective date of the change and will not affect any dispute arising prior to the effective date of the change. In the event that a change to our Terms of Service will result in an increase of fees, an increase of liability to our users, fewer types of electronic funds transfers or stricter limitations not he frequency or dollar amount of transfers, you will be notified via email 30 days before the effective date.

2. Eligibility

You must read and agree to these terms before using the Service. If you do not agree, you may not use the Service. You must be at least eighteen (18) years old to use the Services. You represent and warrant to us that:
- You are at least eighteen (18) years of age;
- You are eligible to register and use the Services and have the right, power, and ability to enter into and perform under these Terms;
- You are a resident of the United States with a United States mailing address;
- You have not been previously suspended or deactivated by us (unless we provide you written permission to do so).
A business cannot register for banking services through Klutch.

3. Account

In order to use our Service, you will need to open an Account with us, a process which begins with you providing information about yourself to us. As part of account opening, you may be prompted to provide your name and other personal information. 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 identifying each person who opens a Klutch Account. This means that when you open a Klutch Account, we will ask for your name, street address, Social Security number or other relevant form of identification, date of birth and other information that will allow us and our partners to identify you. We may also ask to see identifying documents, such as a driver’s license. During the account opening process or thereafter, we may ask for additional information as part of our or our Banking partner's customer due diligence review. 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 Klutch Account, including for any actions taken by persons to whom you have granted access to the Klutch Account. We reserve the right to reject any application, suspend or terminate the Klutch Account of any user based on our (or our partner's) risk appetite, or who provides inaccurate or incomplete information, or who fails to comply with account registration requirements.

By agreeing to use our Services, you are authorizing Klutch, directly or through third parties to use the information you provide us in order for us to verify your identity as part of account opening. This may include requesting additional information or documentation about your identity.

4. Account 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 Klutch 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 Klutch Account subject to dispute) will be final and binding on all parties.

5. Updates to Mobile Application

Klutch may provide periodic updates for the mobile application including updates like patches or bug fixes, enhanced functionality and offerings, and new versions of the mobile app. You agree and authorize Klutch to make automatic updates to the app and agree to make any manual updates or downloads ordered by Klutch where necessary.

6. Klutch Services

At Klutch, our mission is to provide you tools and ability to empower your financial situation and reduce the burden of managing finances in a way that works uniquely for you. Our services are designed to give you more control over your money. We are not a bank and do not offer banking services as defined by the United States Department of Treasury. With your Klutch Card, a credit card issued by the Bank, you can authorize the purchase of goods and services. In addition, Klutch allows you access to our marketplace of MiniApps which you can use to customize and automate your life. We may also add to our Services as we create new ways for you to use our platform. Klutch reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Klutch will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

7. Special Offers

We may offer a sign-up or referral incentive for limited periods of time. Determination of program eligibility and qualifying offers are at the sole discretion of Klutch. Klutch may change the amount of the offer, stop offering or cancel the incentives at any time. If we change the incentive amount, the credit will be based on the current promotional amount being offered at the time of incentive redemption. Klutch reserves the right to terminate any promotions and to refuse or recover any promotion award for any reason, including, but not limited to, misuse of its intended purpose and breach of these Terms.

8. Klutch Rewards

You may earn discounts, coupons, rebates, cashback, points and other benefits (“Klutch Rewards”) from us or from our partners for interacting with the Services. You may not be eligible to receive certain Klutch Rewards, and we provide Klutch Rewards to you in our sole discretion. Any Klutch Rewards you earn while using the Services are for your exclusive benefit and use, and you may not transfer your Klutch Rewards to anyone else. Klutch Rewards may only be used or redeemed with Klutch or with a Klutch Partner, and cannot be redeemed for cash unless otherwise disclosed by us. You must have a Klutch Account in good standing and satisfy the requirements for each applicable Klutch Reward. If you earn Klutch Rewards, then our obligation, if any, to do so is not guaranteed or insured by the FDIC or any other person. If Klutch were to go out of business before your redeem or use your accrued Klutch Rewards, your Klutch Rewards will be cancelled. Klutch Rewards may constitute taxable income to you if you redeem or use them, you should consult with your tax adviser on any tax questions related to Klutch Rewards. We do not provide tax advice.We reserve the right at any time to limit the amount of Klutch Rewards you may earn or to establish different levels of Klutch Rewards or other Klutch Account features that may result in Klutch Reward types that are not available to all Klutch users. You expressly agree to waive and set aside your respective rights and obligations under any applicable law in the event we terminate Klutch Rewards redemptions or modify these Klutch Rewards terms.

9. Account Closing

We may terminate these Terms, or suspend or terminate your Klutch Account or your access to any Service, at anytime for any reason. You may also terminate the Terms applicable to your Klutch Account by deactivating your Klutch Account. 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 Terms.

If these Terms or your Klutch Account is terminated or suspended for any reason: (a) the license and any other rights granted under these Terms will end, (b) we may (but have no obligation to) delete your information and account data stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. In addition to any payment obligations under the Payment Terms, the following sections of these Terms survive and remain in effect in accordance with their terms upon termination: (Disclaimer of Warranties; Limitation of Liability), (Third Party Products and Services), (Intellectual Property Rights), (Your Content), (Termination), (Indemnity), (Your Representations and Warranties), (Binding Individual Arbitration), (Governing Law), (Assignment), and (Other Provisions).

10. Disclosures, Notice, and Communications

By clicking the “Continue” button and accepting these Terms when signing up in the Klutch app, you agree to Klutch’s E-Sign Consent. This consent details that we may provide disclosures and notices required by law and other information about your Klutch Account to you electronically, by posting it on our website, push notifications through the Services, text messages, calls or by emailing it to the email address listed in your Klutch 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 24 hours of the time posted to our website, mobile application, or within 24 hours of the time emailed to you unless we receive notice that the email was not delivered.

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. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you. In addition, downloading, installing, or using certain mobile services may be prohibited or restricted by your carrier, and not all mobile services may work with all carriers or devices. 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 Klutch at any time by texting STOP in response. You acknowledge that opting out of receiving communications may impact your use of the Services.

In order to receive electronic communications, including Legal Disclosures, you must have:- A computer or mobile device with an internet connection.
- A web browser that includes 128-bit encryption, with cookies enabled.
- A valid, active, and current email address and phone number.
- Sufficient storage space to save any Legal Disclosure or an installed printer to print them.

You agree to maintain the requirements listed herein and promptly notify us at support@klutchcard.com of any changes to your email address and phone number. We may change these requirements, but we will notify you promptly of any material changes. By selecting the “Continue” button, you are telling us that you accept these technology requirements and are reasonably demonstrating your ability meet these technology requirements to access communications electronically.

Notice for California Users: Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at support@klutchcard.com.

Bank services are provided through our banking software provider, Synapse. To report a complaint relating to the bank services, email help@Synapsefi.com.

11. External Account Linkage

Klutch works with third party service provider Plaid Inc. (“Plaid”) to add a funding source to your Klutch Card. Plaid allows you to gain online access to one or more accounts that you maintain with a third-party financial institution and that you choose to designate for use in connection with the Services (each, a “Linked Account”). We work with one or more Third Party Services that will securely store Linked Account credentials pursuant to industry standards. All Linked Accounts must with financial institutions in the United States. We may decline the use of any Linked Account that we believe may present a risk to you and/or us. By logging into your Linked Account(s) through Plaid or our mobile app, you authorize us to view your account history and profile, including, but not limited to, your account and routing details, authentication details, balance, transaction history, contact information, and other related information made available by such external financial institution; and you understand this information may be used to transact on your behalf and perform other services subject to our Privacy Policy. When adding a Linked Account, you may only provide account access credentials for and authorize us to access valid accounts that you hold in your own name. If any of your Linked Accounts has a joint account holder, you represent that and warrant that you are owner of and have the right to access, use and authorize us to use the account for information and funds transfers purposes. If any of your Linked Accounts has a joint account holder, you represent and warrant that the joint account holder has consented for you to represent both you and them, and to use the Linked Account with the Services. If you do not have such consent, you should not use that external account and we will terminate your use of Plaid if we are notified of such a situation. If you close any of your Linked Accounts, you are responsible for removing it as an account eligible for the linking service to avoid any transaction failure and possible charges related to a failed transaction. We are not responsible for any acts or omissions by the external financial institution or other provider of any Linked Account, including, without limitation, any modification, interruption, or discontinuance of any Linked Account by financial institution, service provider or Klutch.  Plaid’s services and use of your information, including on or through the Klutch Services, are governed by its Terms of Use and its Privacy Policy.

12. Bank Transfer Authorization

You authorize Klutch to initiate electronic transfers (via the Automated Clearing House ("ACH") network governed by NACHA rules- The Electronic Payment Association ("NACHA")) between your Klutch Account and your Linked Accounts on record. These transfers to make or receive payment may be one-time occurrences or may recur as directed by you. You agree that ACH transactions you authorize comply with all applicable law. Klutch may resubmit any ACH debit you authorized that is returned for insufficient or uncollected funds, except as otherwise provided by NACHA's rules, or applicable law.

If you add an External Account to your Klutch Account, you agree that:
- You are the owner of the External Account;
- You are authorized to transfer funds from that External Account; and
- You may authorize us to initiate debits from your External Account by providing specific 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. In addition to entering your funding source information on the Klutch mobile app, you will be required to execute an electronic ACH authorization, which you should print and save for your records.

Preauthorized Payments
If you have told us in advance to make regular payments out of your Linked Account, you can stop any of these payments by emailing us at support@klutchcard.com with the email subject “STOP PAYMENT”. We must receive the request at least 3 business days before the payment is scheduled to be made. You may also be required to provide the request in writing within 14 days of your request to stop payment. You will not be charged a fee, as detailed in your Cardholder Agreement, for each stop payment. If you direct us to stop one of these payments, 3 business days or more before the transfer is scheduled and we fail to do so, Klutch or its service partners will be liable for your losses or damages. If your regular payments vary in amount, the recipient will tell you 10 days before each payment when it will be made and how much it will be.

Klutch reserves the right to cancel or suspend payments to prevent fraud or to help us comply with our obligations to the Bank and our partners. You also agree:
- to cooperate with us to correct any payment errors;
- to repay us for any amounts credited to your Linked Accounts that exceed the amount you are owed in connection with a credit, refund or other payment;
- that we may reverse, withdraw or cancel any payment that provided you with excess funds in error, or that we made to you based on fraudulent or false information that you provided us;
- that we may automatically initiate a new payment from your Linked Accounts in the amount of the error plus the amount of any expenses we incur to recover such overpayment, including the amount of your obligations, if any, under the “Indemnity” provision herein.

13. Electronic Fund Transfer ("EFT") Disclosure

The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from your Klutch Account(s). There may be limitations on account activity that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your account. In addition to these limits, Klutch reserves the right to cancel or suspend transactions at any time due to fraud or compliance related concerns

Definitions: Electronic Fund Transfers includes any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, website or mobile application. Preauthorized Electronic Fund Transfer is an Electronic Fund Transfer that you have authorized in advance to recur at substantially regular intervals; for example, direct deposits into or withdrawal of funds out of your Klutch Account.

Fees: Please refer to fee schedules.

Documentation: Terminal Transfers (if available): You may get a receipt at the time you make a transfer to or from your account using a point of sale terminal. You may not get a receipt if the amount of the transfer is $15 or less. Monthly Statements: A monthly statement with important information about your account activity will be made available to you electronically. Please review it carefully and contact us immediately if you notice any errors.

Financial Institution’s Liability: Liability for failure to make transfers: If we do not complete a transfer to or from your account on time or in the right amount according to the Cardholder Agreement, Klutch or its service partners will be liable for losses and damages. However, there are some exceptions. Klutch or its service partners will not be liable, for instance: to the following exceptions:
- If, through no fault of ours, you do not have enough money in your account to make the transfer;  
- If the terminal or system was not working properly and you knew about the breakdown when you started the transfer;
- If circumstances beyond our control (such as fire or flood) prevent the transfer, despite reasonable precautions that we have taken;
- If the automated teller machine where you are making the transfer does not have enough cash (if this feature is available); or
- There may be other exceptions stated in our agreement with you.

Confidentiality: We will disclose information to third parties about your account or the transfers you make:
- Where it is necessary for completing transfers;  
- In order to verify the existence and condition of your account for a third party, such as a credit bureau or merchant;
- In order to comply with government agency or court orders; or
- If you give us permission as explained in the separate privacy notice(s).

Your Liability: Authorized Transfers: You are liable for all Electronic Fund Transfers that you authorize, whether directly or indirectly. Unauthorized Transfers: Tell us at once if you believe your card has been lost or stolen or if your device to access the Klutch App has been compromised, or if you believe that an electronic fund transfer has been made without your permission. Message our support team immediately to keep your possible losses to a minimum. You could lose all the money in your account. If you tell us within 2 business days after you learn of the loss or theft, you can lose no more than $50 if someone used your card without your permission. If you do NOT tell us within 2 business days after you learn of the loss or theft, and we can prove we could have stopped someone from using your card without your permission if you had told us, you could lose as much as $500. If your statement shows transfers that you did not make, including those made by card or other means, please contact us immediately. If you do not contact us within 60 days after the statement was made available to you, you may not get back any money you lost after the 60 days (and before notice was given) if we can prove that we could have stopped the theft if you had contacted us in time. If a good reason (such as a long trip or a hospital stay) keeps you from telling us, we will extend the allowed time period.

Contact in event of unauthorized transfer: If you believe your card has been lost or stolen or if your device to access the Klutch App has been compromised, email us at support@klutchcard.com or call our banking partner, Synapse at 844-525-6247.

Error Resolution Notice
In Case of Errors or Questions About Your Electronic Transfers: If you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt, email us at support@klutchcard.com or call our banking partner, Synapse at 844-525-6247 as soon as you can. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error occurred. To report an issue:
- Tell us your name and account number;
- Describe 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
- Tell us the dollar amount of the suspected error.

If you tell us orally, we may require that you send us your complaint or question in writing within 10 business days. We will determine whether an error occurred within 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 (90 days if the transfer involves a New Account, a point-of-sale transaction, or a foreign-initiated transfer) to investigate your complaint or question. If we decide to do this, we will provisionally credit your account within 10 business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not credit your account.  We will tell you the results within 3 business days after completing our investigation. If we decide that there was no error, we will provide you a written explanation. You may ask for copies of the documents that we used in our investigation.

For errors involving New Accounts (opened within last 30 days), point-of-sale, or foreign-initiated transactions (if available), we may take up to 90 days to investigate your complaint or question. For New Accounts, we may take up to 20 business days to credit your account for the amount you think is in error.We will tell you the results within 3 business days after completing our investigation. If we decide that there was no error, we will provide you a written explanation. You may ask for copies of the documents that we used in our investigation. If you need more information about our error-resolution procedures, email us at support@klutchcard.com.



14. Account Restrictions

You agree not to, or will you permit any third party, directly or indirectly, to: access or monitor any material or information on any Klutch 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 other wise reverse engineer the Services to human perceivable form or create derivative works based upon the Services or any part thereof; 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 Klutch; 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 Terms; use the Services for any illegal activity or goods or in any way that exposes you, other Klutch users, our partners, or Klutch to harm; “frame” the Services or any portion thereof or otherwise cause the Services or its contents to appear to be provided by anyone except Klutch; introduce into the Services any virus or other code or routine intended to disrupt or damage the Services, or alter, damage or delete any Materials, or retrieve or record information about the Services or its users;  merge the Services or Materials with another program or create derivative works based on the Services or Materials; remove, obscure, or alter any notice of the copyright or other proprietary legends within the Services; use, or allow the use of, the Services in contravention of any federal, state, local, foreign or other applicable law, or rules or regulations of regulatory or administrative organizations; otherwise act in a fraudulent, illegal, malicious or negligent manner when using the Services except as expressly allowed under these Terms. Except as expressly provided herein, Klutch and the third parties reserve all rights with respect to theServices, and may pursue all legally available options under both civil and criminal laws (and may cooperate with law enforcement agencies) in the event of any violations.  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.

15. Your Content

The Services may include functionality for uploading or providing photos, text, comments, suggestions, graphics, social media networks (“Content”). You represent and warrant that you own all right, title and interest in and to such Content, including, without limitation, all copyrights and rights of publicity contained therein. You retain all rights in your Content, subject to the rights you granted to us in these Terms. By submitting, transmitting, posting other otherwise providing Content to Klutch, you agree that you grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, perpetual, fully-paid, transferable, and sub-licensable right to use, reproduce, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Content for any purpose, now or hereafter known, even if this Agreement is later modified or terminated. Please see our Privacy Policy to further information in how we protect your Content. Klutch will never share your data. You may modify or remove your Content via your Klutch Account or by terminating your Klutch 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 theServices 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 Klutch’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 Klutch, 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.

Third Party Content: Under no circumstances will Klutch be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content.  You acknowledge that Klutch does not pre-screen content, but that Klutch and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Services. Without limiting the foregoing, Klutch and its designees will have the right to remove any content that violates theseTerms or is deemed by Klutch, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

16. Disclaimer of Warranties; Limitation of Liability

The use of “Klutch” in this section means its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns. THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, KLUTCH SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAYNOT APPLY TO YOU. KLUTCH 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. Klutch does not warrant, endorse, guarantee, or assume responsibility for any product or services advertised or offered by a third party. Klutch does not have control of, or liability for, goods or services that are paid for using the Services. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL KLUTCH BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE. SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL 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 SERVICES. IN ALL CASES, KLUTCH WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE. UNDER NO CIRCUMSTANCES WILL KLUTCH BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR KLUTCH ACCOUNT, OR THE INFORMATION CONTAINED THEREIN. In no event will Klutch be liable to any party for any loss, cost, or damage that results from any action set by any features, the Services, or MiniApps per use of the Klutch mobile app.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF KLUTCH IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES PAID OR PAYABLE BY YOU TO KLUTCH 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 KLUTCH 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.

THE SERVICES ARE NOT INTENDED TO PROVIDE LEGAL, TAX, INVESTMENT/RETIREMENT PLANNING, OR FINANCIAL ADVICE, AND ARE NOT INTENDED TO SERVE AS TAX PREPARATION SERVICES. WE ARE NOT A FINANCIAL ADVISOR, PLANNER, BROKER, OR TAX ADVISOR. The Services Are intended to provide you with the power and control to reach your personal individual and unique goals in a way that serves you best.

17. Third Party Products and Services

All third-party hardware and other products included or sold with the Services are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly. KLUTCH 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.

You may be offered services, products and promotions provided by third parties and not by Klutch (“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-PartyServices. The Services may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Klutch. Such third-party websites are not governed by these Terms. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third-party website, our Privacy Policy is no longer in effect. Your interaction on a third-party website, including those that have a link in theServices is subject to that website’s own terms, rules and policies. 

18. Intellectual Property Rights

We reserve all rights not expressly granted to you in these Terms. We own all rights, title, interest, copyright and other worldwide Intellectual Property Rights (as defined below) in the Services and all copies of the Services. These Terms do not grant you any rights to our trademarks or service marks. For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.

You may submit comments or ideas about the Services (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

Unauthorized or illegal use: You will only use your Klutch 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 Klutch, or that it exposes you, our customers, our processors, merchants or Klutch to harm. Harm includes fraud and other criminal acts. If we suspect that your Klutch Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Klutch Account, and any of your transactions with law enforcement and, as deemed necessary by Klutch, our payment processing and financial institution partners.

19. 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 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.

Additional Indemnity: In addition to the 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 Services.

20. Binding Individual Arbitration

Both you and Klutch acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Klutch's officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms,Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

ANY ARBITRATION UNDER THESE 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 KLUTCH.

The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New Castle County, Delaware.The arbitration will proceed in the English language, in accordance with theJAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with suchRules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Rules will govern payment of all arbitration fees. Klutch will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Klutch will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. Either you or Klutch may assert claims, if they qualify, in small claims court in New Castle County, Delaware or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. 

YOU AND KLUTCH WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Klutch are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Klutch over whether to vacate or enforce an arbitration award, YOU AND KLUTCH WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE MEMBER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER MEMBER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Klutch is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth herein. If you send the opt-out notice in, and/or in any circumstances where the foregoing arbitration agreement permits either you or Klutch to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Klutch agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New Castle County, Delaware, or the federal district in which that county falls. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement Section will be null and void.This arbitration agreement will survive the termination of your relationship with Klutch. 

Any action or proceeding by you relating to any Dispute must commence within 90 days after the cause of action accrues.

Governing Law: These Terms and any Dispute regarding the use of the Services will be governed by Delaware law and/or applicable federal law (including theFederal Arbitration Act) as applied to agreements entered into and to be performed entirely within Delaware, without regard to its choice of law or conflicts of law principles. 

Assignment:
These 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. 

Force Majeure:
Klutch 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.

21. Other Provisions

These Terms, and the Bank Terms, are a complete statement of the agreement between you, Klutch, and the Bank regarding the Services, your Klutch Account and the Klutch Card. In the event of a conflict between these Terms and the Bank Terms, the Bank Terms will prevail and control the subject matter of such conflict. If any provision of these Terms or any additional terms 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 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 Terms will be deemed a further or continuing waiver of such term or any other term. 

22. Fees and Payment Terms

Certain of our Services are subject to payments (the “Paid Services”). To the extent the Services or any portion thereof is made available for any fee, you agree to pay all applicable fees and charges. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms. Prior to installing any MiniApp, please be aware of any fees associated with the specified MiniApp. We will provide you advance notice of any changes where required by law. If you wish to continue using the Services, you must pay all applicable fees for such Services. Note that if you access our Services through a mobile device, your wireless service carrier’s data, message rates and other fees may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services. 

Paid Service Fees will be withdrawn from your Klutch Account from your Klutch Account and will be assessed as long as there is an Available Balance in your Klutch Account, except where prohibited by law. Any time the Available Balance is less than the fee amount being assessed, the Available Balance will be applied to the fee amount resulting in a zero Available Balance on your Klutch Account. For all monthly fees associated with a specific MiniApp, you hereby authorize Klutch to withdraw from your Klutch Account in advance on a periodic basis in accordance with the terms of the applicable MiniApp payment plan until you close your account. If you link a bank account, debit or credit card to your Klutch Account, you authorize us to collect Paid Service Fees by transfer, debit from your linked debit card or bank account, or charge to your linked credit card. Regardless of payment device, we reserve the right to collect Paid Service Fees by deduction from your Klutch Account or any other linked bank account. We reserve the right to correct any errors or mistakes made even if a payment has already been requested or received. Your failure to notify us of a processing error within 60 days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.

Fee

Amount

Monthly Maintenance Fee

$0

ATM Fee

Not Applicable

Overdraft Fee

Not Applicable

Foreign Transaction Fee

Not Applicable

Card Replacement Fee

$6 per card

Additional Card Fee

First card free, then $6 per card for additional physical cards. No additional cost for virtual cards

MiniApp Fee

See MiniApp Each MiniApp will display as free or its Paid Service fee prior to install.

Late Payment

Up to $40

Returned Payment

Up to $40

23. Third Party Distribution Channels

Klutch offers Services that may be made available through the Apple App Store, Google Play Store or other distribution channels ("Distribution Channels").  If you obtain such Services through aDistribution Channel, you may be subject to additional terms of the Distribution Channel.  These Terms are between you and us only, and not with the Distribution Channel.  To the extent that you utilize any other third party products and services in connection with your use of our Services, you agree to comply with all applicable terms of any agreement for such third party products and services. With respect to Services that is made available for your use in connection with an Apple-branded product ("Apple-Enabled Software"), in addition to the other terms and conditions set forth in these Terms, the following terms and conditions apply:
 - Klutch and you acknowledge that these Terms are concluded between Klutch and you only, and not with Apple Inc. ("Apple"), and that as between Klutch and Apple, Klutch, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
- You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App StoreTerms of Service.
- Your license to use the Apple-Enabled Software is limited to anon-transferable license to use the Apple-Enabled Software on an iOS Product that you own or control, as permitted by the Usage Rules set forth in the AppStore Terms of Service.
- Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
- Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-EnabledSoftware to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Klutch's sole responsibility, to the extent it cannot be disclaimed under applicable law.
- Klutch and you acknowledge that Klutch, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- In the event of any third party claim that the Apple-Enabled Software or the end-user's possession and use of that Apple-Enabled Software infringes that third party's intellectual property rights, as between Klutch and Apple, Klutch, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
- You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. 

Klutch and you acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you with respect to the Apple-Enabled Software as a third party beneficiary thereof.