Upromise®

helps you save for college

Upromise Member Agreement

This Upromise Member Agreement ("this Agreement") contains details about and governs the relationship between you and us relating to the Upromise Rewards Service (the "Service") and your individual rewards account on the records of Upromise (your "Upromise Account"). You have to accept the terms of the Agreement in order to become a Upromise member.

By enrolling as a Upromise member, or remaining a Upromise member after the effective date stated below, you agree that (i) you have read, understand and agree to be bound by these terms and conditions, and (ii) your use of the Upromise website (as governed by the Terms of Use) and your participation in the Service is subject to this Agreement. You also acknowledge that you have had an opportunity to review our Online Privacy Policy. If you do not agree to the terms of this Agreement, then (i) do not enroll in Upromise, or (ii) if you are already a member, close your Upromise Account prior to the effective date stated below.

This Agreement constitutes a legally binding agreement between Upromise, Inc., a Delaware corporation ("Upromise"), and each individual who enrolls or registers with the Service by completing the enrollment or registration form on the Upromise website, or remains enrolled or registered as a member or user of the Service after the effective date stated below ("you" or a "Member"). As used in this Agreement, the terms "we" and "us" mean Upromise, and the term "our" means Upromise's. Words used in this Agreement in the singular, where the context so permits, shall be deemed to include the plural and vice-versa.

    Membership
  1. Registration. You represent that you are a U.S. citizen or resident at least 13 years of age. You agree that it is your responsibility to keep your Member information current, complete and accurate by periodically updating your information in the appropriate section of our website.
  2. License. We hereby grant you a non-exclusive, non-transferable license (without the right to sublicense) for so long as you participate in the Service and abide by this Agreement, to access, participate in and use the Service, subject to and on the terms of this Agreement.
  3. Free Service. The Service is free; we do not charge a fee to join or participate in the Service. Some of the businesses that participate in the Service by rebating a portion of Members' purchases or otherwise providing Rewards for Qualifying Transactions, as defined below (each a "Participating Company") may charge fees or require some purchase or investment amounts with respect to some of their Rewards offers related to the Service. Any such fees or other amounts will be disclosed in the description of those Participating Companies' Rewards offers, and each Participating Company reserves the right to initiate or change such fees or other amounts at any time.
  4. Member Obligations
  5. No Unauthorized Use of the Service. You agree that you will not, and will not permit others to:
    • provide any unauthorized third party with access to the Service or any information, data, text, links, images, software, chat, communications and other content available through the Internet and proprietary to Upromise (collectively, "Content") by any means;
    • modify, reverse engineer, reverse assemble or decompile any of the software applications used by you in connection with your participation in the Service;
    • engage in any activity that does not comply with U.S. and other applicable laws and regulations or otherwise engage in any illegal, manipulative or misleading activity through the use of the Service;
    • introduce into the Service any code intended to harm, overload, or disrupt the Service, alter or delete its Content, access confidential Content on our website, or interfere with the operation of the Service, including, but not limited to, distribution of unsolicited advertising or email messages and propagation of computer worms and viruses;
    • infringe any third party's patent, copyright, service mark, trademark or other intellectual property right of any kind or misappropriate the trade secrets of any third party in connection with your use of the Service.
  6. Security. You will maintain the confidentiality of the user IDs and passwords by which you access the Service and will allow access to the Service only by you, and not by any software program, expert system, electronic agent, "bot" or other automated means. You will be responsible for any and all activities that occur under your assigned user ID and/or password. If there is a breach of security through or unauthorized use of your Upromise Account, you will immediately change your password and notify us of such breach. You agree that, unless you have first notified us immediately of any such breach, we should assume that any instruction transmitted using your user ID and password is yours and has been authorized by you, and we will have no obligation to inquire into the propriety of such instruction. You acknowledge that Upromise will not contact you by any means to solicit your user ID or password and if you receive any such solicitation you will notify us immediately.
  7. Policies. You agree to comply with this Agreement, and all other policies, rules and terms and conditions as set forth in Service materials, including materials provided by Participating Companies, either in print or on our website, in effect from time to time (collectively, the "Policies"). We may modify this Agreement or the Policies at any time in accordance with Section 16 of this Agreement. You acknowledge and agree that any information you provide to a Participating Company is subject to that Participating Company's own privacy and data collection and security policies.
  8. Suspension of Use. You acknowledged that we may at any time and without prior notice except as set forth below:
    • discontinue transmitting all or any part of the Content related to the Service;
    • change, discontinue or limit access to the Service or any functionality, feature or other component of the Service; or
    • suspend or terminate your use of or access to all or part of the Service upon giving you notice of such suspension or termination.
  9. Rewards
  10. Earning Rewards.
    • For the purposes of this Agreement, (i) a purchase or activity is a "Qualifying Transaction" once all conditions in a Participating Company's offer with respect to that purchase or activity, including any waiting periods, have been satisfied, and (ii) the cash-back amount or other rewards you receive on Qualifying Transactions are referred to as "Rewards".
    • Subject to the terms of this Agreement, you will generally receive Rewards on all Qualifying Transactions made with Participating Companies, in the amounts or percentages set by each Participating Company and subject to its offer terms and conditions. Solely as a convenience, we may provide a promotional page or other description on the Upromise website or emails of each Participating Company's offer terms and conditions, but each Participating Company may impose conditions or restrictions different from, or in addition to, those described on such promotional pages or in such descriptions. Neither we nor our agents are responsible for setting or maintaining the amount or percentage of the Rewards offered by, or for any offer terms or conditions of, any Participating Company. Each Participating Company has reserved the right to change at any time, and without notice, the amount or percentage of any Rewards it offers as well as the offer terms and conditions for any Qualifying Transaction. You should read each offer carefully on the Participating Company’s website to ensure that you have the most up-to-date terms and conditions for each offer. You acknowledge that errors in offer terms or conditions related to or obtained through use of the Service may occur from time to time, whether caused by us, a Participating Company or otherwise, and although we and/or the Participating Company will generally try to investigate and, if necessary, correct any such error, you agree not to bring any legal action or complaint against any party based on or related to such alleged errors.
    • You will only receive cash-back or other Rewards from eligible online purchases, promotional offers, or other similar Qualifying Transactions through Upromise when you shop or engage in activities through the links on the Upromise website, in Upromise emails, or other means that we may provide to you from time to time. Terms and conditions regarding eligible cash-back or other Rewards vary by product and partner. For full offer terms and conditions, please refer to the details associated with each purchase or promotional offer. In general, you will not receive cash-back or other Rewards for any portion of your purchase paid for with coupons, coupon codes, discount codes, store credit, online currency, or gift certificates. Purchases of products or services sold or promoted for resale or commercial use of any kind are not eligible for Rewards. Purchases made with other companies displayed on an online retailer’s site also are not generally eligible for cash-back or other Rewards, even if the other company is also a Participating Company. Your cash-back or other Rewards from eligible online purchases are generally based on your net purchase price, excluding taxes, shipping and handling, and special services such as delivery or gift wrapping. Some Participating Companies may not give cash-back or other Rewards if you have ordered through a third party service or have taken advantage of a promotional offer not provided through Upromise when you made the purchase. While we do our best to track and credit all eligible online purchases and other Qualified Transactions, there are occasions when we are unable to do so. Therefore, please contact Upromise Customer Care if you believe Rewards from an eligible online purchase or other Qualifying Transaction has not been credited to your Upromise Account within sixty (60) days after you made the purchase or other Qualifying Transaction.
    • Under the Upromise Restaurant Program and any other feature of the Service involving card-linked offers, you will only receive cash-back or other Rewards from eligible in-store or dining purchases by registering your credit and/or debit cards (which may include a Upromise-branded Credit Card) through the Upromise website (each a "Registered Card") and using a Registered Card when you shop or dine at a participating in-store retailer or restaurant. You may also need to "Activate" some Registered Card offers through the Upromise website in order to receive cash-back or other Rewards from eligible in-store or dining purchases prior to making those purchases. Terms and conditions regarding eligible cash-back or other Rewards for purchases made with Registered Cards vary by product and partner. For full offer terms and conditions, please refer to the details associated with each purchase or promotional offer. In general, however, you will not receive cash-back or other Rewards for any portion of your purchase paid for with coupons, coupon codes, store credit, online currency, or gift certificates. Purchases of products or services sold or promoted for resale or commercial use of any kind are not eligible for Rewards. Your cash-back and other Rewards from eligible in-store purchases using Registered Cards are generally based on your net purchase price, generally excluding taxes, shipping and handling, and special services such as delivery or gift wrapping. Your cash-back and other Rewards from eligible restaurant purchases are generally based on your total bill, including tax and tip. Some in-store retailers or restaurants may not give cash-back or other Rewards if you have ordered through a third party service or have taken advantage of a promotional offer not provided through Upromise when you made the purchase. While we do our best to track and credit all eligible in-store and dining purchases using Registered Cards, there are occasions when we are unable to do so. Therefore, please contact Upromise Customer Care if you believe an eligible in-store or dining purchase or other Qualifying Transaction made with a Registered Card has not been credited to your Upromise Account within sixty (60) days after you made the purchase or other Qualifying Transaction.
  11. Your Upromise Account.
    • Rewards you accrue as a result of Qualifying Transactions will be posted to your Upromise Account. The Upromise website will display a summary of activity in your Upromise Account. Generally, Rewards will generally appear in your Upromise Account within thirty (30) days from the Qualifying Transaction completion date or monthly billing cycle date, unless otherwise specified in the terms and conditions for the Qualifying Transaction. Travel purchases will generally not appear in your Upromise Account until thirty (30) days after completion of travel, not booking date. However, we will not be liable for damages resulting from any error, delay or failure to post Rewards to your Upromise Account. For your convenience, we may post pending Rewards from a Participating Company in your Upromise Account prior to our receipt of the actual payment or other amount related to the Rewards from the Participating Company. However, you will not have any rights to such Rewards unless and until the applicable Participating Company makes such payment to us.
    • You acknowledge and accept that you are solely responsible for checking your Upromise Account regularly to verify that Rewards have been properly posted. If you believe that any Rewards have not been properly posted to your Upromise Account, then you must inform Upromise within six (6) months of the Qualifying Transaction for which you are claiming that such Rewards should have been posted and must be able to provide proof of your identity and such Qualifying Transaction acceptable to Upromise. Upromise reserves the right to determine in its sole discretion whether such Rewards should have been posted to your Upromise Account, and any such decision will be final and binding.
    • Except as provided in Section 12, Rewards will remain in your Upromise Account until (i) the Rewards are transferred to one or more Linked Account(s), or (ii) your Upromise Account is closed, in accordance with this Agreement. The amount of Rewards in your Upromise Account available for transfer to Linked Account(s) in accordance with this Agreement are only finally-credited and undisputed Rewards, and excludes any pending, suspended, or reversed Rewards.
    • You acknowledge and agree that you have no right to a make any transfer or withdrawal of (or any other right to) any Rewards credited to your Upromise Account unless and until such Rewards have been transferred to one or more Linked Account(s) in accordance with the terms of this Agreement after you have linked one or more Linked Account(s) and have met the minimum transfer requirement applicable to your Upromise Account for transfers under the Service, and that until such time all Rewards in the Upromise Account have no cash value and shall remain the property of Upromise in accordance with the terms of this Agreement. Accordingly, you will not be entitled to receive any interest on any Rewards.
  12. No Responsibility for Participating Companies. You agree that Upromise is not an agent of any Participating Company and that Participating Companies operate independently of and are not under the control of Upromise with respect to the Service or otherwise. Accordingly, neither we nor our agents represent or warrant, or give any assurances, that any Participating Company will provide Rewards for any particular transaction even where such transaction would appear to qualify for such Rewards under either Upromise or Participating Company statements or descriptions. Neither we nor our agents are responsible for the failure of any Participating Company to pay Rewards in accordance with the terms and conditions of that Participating Company's offer. Further, your participation in offers or promotions of, or correspondence with, any Participating Company is solely between you and that Participating Company. Neither we nor our agents assume any liability, obligation or responsibility for any part of any such correspondence, offer or promotion, including without limitation the withdrawal or modification of any such offer or promotion. Also, no Participating Company assumes any liability, obligation or responsibility for the UPromise website or our operation of the Service.
  13. Online Affiliates.
    • Some Participating Companies have agreed to pay us affiliate or referral fees when you purchase goods or services in a Qualifying Transaction from such Participating Companies through our website, email or other means. We designate as Rewards a portion of the affiliate or referral fees we receive as a result of your Qualifying Transactions, as specified on our website for each particular Participating Company, conditioned upon our receipt of the entire affiliate or referral fees. No Rewards associated with any such purchase may be finally credited to or transferred from your Upromise Account unless and until such affiliate or referral fees have been paid by such Participating Company to Upromise. For your convenience, we generally post pending Rewards from Participating Companies to your Upromise Account prior to the payment of the associated affiliate or referral fees to us, but we reserve the right to reverse the posting of any pending Rewards in the event such Participating Company does not timely pay such affiliate or referral fees. Upromise also reserves the right to change its offer with respect to the amount of the Rewards associated with any Participating Company at any time, but no such change will affect any Rewards related to affiliate or referral fees actually received by us from the Participating Company prior to such change.
    • We cannot guarantee that Rewards will post to your Upromise Account if you are redirected to a mobile or tablet-optimized website by a Participating Company. In the case of a Participating Company redirecting you to another website for the purposes of marketing or to provide a mobile-optimized shopping experience, it is the sole responsibility of the Participating Company to retain the tracking elements necessary for them to identify your transaction as a result of the referral from us and allow for Rewards to post to your Upromise Account, and we are not responsible for any error or failure to do so.
    • We reserve the right to modify any offer at any time and without notice, whether at the request of the Participating Company or otherwise, to correct erroneous, obsolete, or incomplete information in an offer, or otherwise.
  14. Returning and Rescinding Rewards. We may deduct Rewards posted to your Upromise Account in order to make adjustments for returns, refunds, and cancellations with respect to Qualifying Transactions. In the event that you have elected to have Rewards transferred to Linked Account(s) and you subsequently seek a refund or cancel or reverse the purchase or transaction with the Participating Company associated with such Rewards, or we otherwise are required or elect to return the affiliate or referral fees or value of the Rewards to the Participating Company, whether or not you are still participating in the Service, you will remain solely responsible for the return of the Rewards credited from such purchase or transaction, and we may apply any remaining or future Rewards against such obligation or to address the discrepancy. We reserve the right to rescind Rewards and to bar further Rewards to you, and/or suspend or close your Upromise Account, if we believe in our sole discretion that you are abusing or have abused the Service, including, without limitation, by engaging in fraudulent activities, by engaging in a pattern of seeking refunds, canceling orders or returning products after the corresponding Rewards have been credited, by creating or attempting to create or participating in any market in Rewards, by engaging in or accepting any broad-based solicitation of Rewards, by attempting to receive Rewards from transactions that have not been legitimately made by you, or by violating any Policies or this Agreement. We will notify you if we determine in our sole discretion that you have engaged in any such activities, which determination shall be final and binding, and in such event, you agree to forfeit any and all Rewards in your Upromise Account.
  15. Use of Information; Use of Third-Party Processor
  16. Use of Information; Use of Third-Party Processor.
    • You acknowledge that in order to administer the Service, we will collect information about you, either directly or from our agents, your purchases and other transactions with Participating Companies, and your Linked 529 Account(s) with Linked 529 Account Managers (as defined in Section 14 below), and our or their agents and service providers. You authorize Participating Companies and each of our respective agents and service providers to disclose to us any and all information with respect to your purchases and other transactions with such Participating Companies. You also authorize Linked 529 Account Managers and their agents and service providers to disclose to us any and all information with respect to your Linked 529 Account(s) as is necessary to fulfill the terms of this Agreement or to provide any aspect of the Service. Likewise, you authorize us to share information about you and your Upromise Account and Rewards transactions with our agents and service providers, Participating Companies, Linked 529 Account Managers, and with third parties or their agents who have referred you to us. In addition, by registering any credit card, debit card, charge card, other payment method or other unique account or identifier (either directly with us or with our designated agent or service provider) (each a "Payment Card") as a Registered Card under the Service, you hereby authorize us and our agents and service providers to collect any and all information from any Payment Card processor, card issuer or any available source with respect to the purchases made using such Payment Card. You authorize us to use any such information and to disclose such information (a) to our agents and service providers, (b) to third parties, where necessary or convenient to process cash-back or other Rewards on eligible online, in-store and dining purchases, or other Qualifying Transactions, or otherwise in connection with the Service, (c) to comply with requests, orders or subpoenas from courts of law or any regulatory, legislative or administrative bodies, and (d) otherwise in accordance with the terms of our Online Privacy Policy. You represent that you have full authority to register each Payment Card as a Registered Card in the Service and to receive information about the transactions effected using such Registered Card. You authorize us to use such Payment Card information internally for our business purposes and to disclose such Payment Card information to affiliates, agents, service providers, and third parties for any business purposes related to the Service offerings, even if you never make use of the Service offering provided by one or more of those parties.
    • By registering a Payment Card as a Registered Card in the Service, you authorize us or our agents or service providers to request authorization from the applicable Payment Card issuer for a transaction on such Registered Card in order to protect against fraud or other abuse; provided that we or our agent or service provider will reverse such transaction promptly upon receipt of authorization or rejection from the Payment Cards issuer. You acknowledge and agree to this procedure and acknowledge that, during the period between authorization and reversal of such transaction, certain funds from your Payment Card account may not be available for your use, and that neither Upromise nor its agents or service providers will have liability to you for any losses or costs associated with the temporary unavailability of such funds.
    • Upromise may use one or more third-party processors, including www.RewardsNetwork.com, to process Payment Card information so Upromise can determine whether you have met the requirements of an eligible card-linked offer (e.g., in-store and dining offers) using a Registered Card, provide you with your Rewards, and notify you about the status of your Rewards. Please see Rewards Network’s privacy statement available on its site for information on Rewards Network’s privacy and data collection policies. Upromise does not view or store your full Payment Card information. You acknowledge and agree neither Upromise nor its agents or service providers are responsible for any breaches of any Payment Card security or privacy. If any of your Payment Card information changes, you agree to promptly update this information. Neither Upromise nor its agents or service providers will have liability to you for any unauthorized use of any of your Payment Cards by a third party in connection with your use of the Service. You represent and warrant that: (i) the Payment Card account information you supply to us or our third-party processor, as applicable, are true, correct and complete, (ii) you are duly authorized to use such Payment Card account, (iii) you will pay any charges that you incur in connection with the Service, including any and all applicable taxes, and (iv) charges incurred by you will be honored by your Payment Card issuer.
  17. Transfer of Rewards
  18. Linked Accounts. For purposes of this Agreement, "Linked Account(s)" are any Linked 529 Account(s) and any Linked Bank Account(s) properly and actively linked to your Upromise Account from time to time, as described below:
    • Linked 529 Accounts. Certain financial institutions or state agencies or instrumentalities (the "Investment Managers") offer various investment accounts and prepaid tuition plans, including tax-advantaged educational savings accounts provided for in Section 529 of the Internal Revenue Code of 1986 ("529 Accounts"), which you may link to the Service and into which you may cause finally-credited and undisputed Rewards in your Upromise Account to be transferred, subject to such terms and conditions, including certain minimum transfer requirements imposed by such Investment Managers and/or Upromise. Similarly, certain third parties with whom Upromise may enter into relationships from time-to-time, either directly or indirectly (the "Other Managers", and collectively with the Investment Managers, the "Linked 529 Account Managers"), may offer and/or administer student loan accounts, savings accounts, certificate of deposit accounts and/or other financial accounts or product benefits, which you may link to the Service, or are automatically linked to the Service pursuant to such product's terms, and into or out of which finally-credited and undisputed Rewards in your Upromise Account may be transferred, subject to such terms and conditions, including certain minimum transfer requirements imposed by such Other Managers and/or Upromise. Any account or plan with a Linked 529 Account Manager that you link to the Service is referred to herein as a "Linked 529 Account". To transfer Rewards to a Linked 529 Account, you must submit to us, our agent or service provider, or the Linked 529 Account Manager a separate account application and such other materials as may be required, and you must satisfy any terms, conditions or requirements imposed by us, our agent or service provider, or the Linked 529 Account Manager, in such party’s respective sole discretion. We do not represent, warrant or guaranty that any Linked 529 Account Manager will accept your account application or make available to you any particular product. Linked 529 Account Managers may impose conditions or requirements different from, or in addition to, any described on our website. We do not represent or warrant that any particular Linked 529 Account Manager will make available any particular product at the time you join the Service or at any time thereafter, and each Linked 529 Account Manager has reserved the right to change at any time, and without notice, the terms, conditions and requirements relating to any product it may offer. Upon your authorization through our website, transfers of Rewards from your Upromise Account to one or more Linked 529 Account(s) in accordance with this Agreement will automatically occur on a periodic basis, as determined by us and/or the applicable Linked 529 Account Manager, subject to any minimum transfer requirements for your Upromise Account. You represent that you have full authority to link to the Service each Linked 529 Account you link to the Service and to receive information about the transactions effected in such Linked 529 Account, including the Linked 529 Account balance. You authorize us to share information about your Upromise Account and any Linked 529 Account with the applicable Linked 529 Account Managers, and you authorize the applicable Linked 529 Account Managers to share information about any Linked 529 Account with us, as may be necessary to transfer Rewards from your Upromise Account to your Linked 529 Account(s) and to display information about your Linked 529 Account(s) on the Upromise website. While the Linked 529 Account Managers have agreed to work with Members to establish and maintain Linked 529 Accounts in compliance with state, local, and federal regulations governing these types of accounts, we disclaim all liability for any damages, including special, incidental, consequential, punitive or other indirect damages, resulting from the disposition of Rewards in your Upromise Account once such Rewards have been transferred to a Linked 529 Account Manager. We do not make any representation about, or assume responsibility for, the performance of any Linked 529 Account, the risk of which is borne fully by you.
      You acknowledge and accept that none of the Participating Companies nor Upromise is the agent of any Linked 529 Account Manager or any 529 Plan sponsor. You further acknowledge and accept that no Linked 529 Account Manager or 529 Plan sponsor will have any liability, obligation or responsibility for the conduct of any Participating Companies or Upromise with respect to the Service. In furtherance of the foregoing, you acknowledge and accept that no Linked 529 Account Manager will have any responsibility for or liability with respect to any Rewards until such Rewards have been transferred to the Linked 529 Account Manager.
    • Other Transfers of Rewards. You may choose to direct us or our agent or service provider to transfer Rewards in your Upromise Account as follows, or in any other manner that we or our agent or service provider may establish from time to time and set forth on the Upromise website or otherwise disclose to you, as an alternative to transferring Rewards to one or more Linked 529 Account Managers for Linked 529 Account(s):
      Linked Bank Accounts. If you properly link one or more US checking or savings account(s) to your Upromise Account (each a "Linked Bank Account"), a transfer via ACH of your finally-credited and undisputed Rewards in your Upromise Account will automatically occur to such Linked Bank Account(s) on a periodic basis, as determined by us, if you have met the minimum transfer requirements for your Upromise Account (currently $10.00 if you have only one Linked Bank Account linked to your Upromise Account).
  19. Termination of Membership; Closure of Accounts
  20. Termination of Membership; Closure of Upromise Accounts; Rights to Rewards.
    • This Agreement is effective as of the effective date specified below and will remain in effect and legally bind you and us until you or we terminate your membership in the Service and close your Upromise Account. We may terminate your membership in the Service and close your Upromise Account (i) effective immediately, upon notice to you of such termination with or without cause at any time, and (ii) upon such period of your Upromise Account inactivity (i.e., no Rewards being credited to your Upromise Account from a Qualifying Transaction, or as otherwise defined by us in our sole discretion) as we may determine from time to time in our sole discretion, but in no event shorter than twelve (12) months without further notice to you. Upon any termination of your membership, your Upromise Account automatically will be closed effective upon such termination. Likewise, if either you or we close your Upromise Account, your membership in the Service automatically will terminate effective upon such closure.
    • If your Upromise Account is closed, and the finally-credited and undisputed Rewards in the Upromise Account equal or exceed the minimum transfer requirement for your Upromise Account then, subject to Section 12, we will transfer to your active Linked Account(s) such Rewards in accordance with the applicable transfer procedures we establish from time to time and set forth on our website or otherwise disclose to you. In accordance with Section 9 above, if the Rewards in your Upromise Account are less than the minimum transfer requirement or you do not have any active Linked Account(s) when your Upromise Account is closed, you will not have any rights to receive any Rewards in your Upromise Account.
    • You acknowledge and accept that you are solely responsible for checking your Upromise Account regularly to verify that your Upromise Account remains in active status and good standing. If you believe that your Upromise Account has been improperly closed, then you must inform Upromise within six (6) months of the date of closure and must be able to provide proof of your identity and the basis for your dispute. Upromise reserves the right to determine in its sole discretion whether your Upromise Account was properly closed, and any such decision will be final and binding.
    • Upon any termination of this Agreement, your right to use and access the Service and to receive Rewards will terminate, but Sections 4 through 20 hereof will survive in accordance with their terms with respect to such termination and any transactions, actions, or events prior or related to such termination.
  21. Miscellaneous
  22. Amendments. Upromise may amend or update this Agreement from time to time by posting an updated Agreement on the Upromise website. If Upromise materially changes this Agreement, we will notify you by email at the email address specified in your Upromise Account records and/or through a notice on our website at least thirty (30) days prior to the effective date of the updated Agreement. Your continued membership in Upromise thirty (30) days after an updated Agreement is posted on our website, or thirty (30) days after notice is provided to you by email and/or by a notice posted on our website, as applicable, will constitute your affirmative acceptance of and agreement to the amended or updated Agreement.
  23. Certain Disclaimers; Indemnification.
    • Disclaimer of Warranties.
      • THE SERVICE AND UPROMISE’S WEBSITE ARE PROVIDED ON AN "AS IS," "WHERE IS," AND "AS AVAILABLE" BASIS AND WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER WE NOR OUR AGENTS MAKE ANY WARRANTY AS TO THE QUALITY, ACCURACY, COMPLETENESS, OR VALIDITY OF ANY MATERIALS RELATED TO THE SERVICE OR UPROMISE’S WEBSITE AND DO NOT WARRANT THAT THE FUNCTIONALITY OF SUCH SERVICE OR UPROMISE’S WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT SUCH SERVICE, UPROMISE’S WEBSITE, OR ANY SERVERS THAT MAKE THE FOREGOING AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
      • THE SERVICE AND UPROMISE'S WEBSITE AND COMMUNICATIONS MAY CONTAIN FACTS, VIEWS, OPINIONS, STATEMENTS, OR RECOMMENDATIONS OF THIRD-PARTY INDIVIDUALS AND ORGANIZATIONS. NEITHER WE NOR OUR AGENTS REPRESENT OR ENDORSE THE ACCURACY, CURRENTNESS, OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, RECOMMENDATIONS, OR OTHER INFORMATION DISPLAYED, UPLOADED, OR DISTRIBUTED THROUGH THE SERVICE OR UPROMISE WEBSITE OR OTHER COMMUNICATIONS. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH OPINION, STATEMENT, RECOMMENDATIONS OR INFORMATION WILL BE AT YOUR SOLE RISK. FURTHERMORE, NEITHER WE NOR OUR AGENTS WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE QUALITY OF, OR ACCURACY OF ADVERTISEMENTS FOR, ANY MERCHANDISE, PRODUCTS OR SERVICES OFFERED OR PROVIDED BY ITS PARTICIPATING COMPANIES OR SUPPLIERS IN CONJUNCTION WITH THE SERVICE OR UPROMISE WEBSITE OR OTHER COMMUNICATIONS.
    • Exclusion of Certain Damages. NEITHER WE NOR OUR AGENTS OR SERVICE PROVIDERS WILL BE LIABLE FOR ANY DAMAGES, INCLUDING ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, ARISING FROM:
      1. ANY FAILURE TO SCREEN USERS OR MEMBERS OF THE SERVICE;
      2. ACTS OR OMISSIONS OF ANY USERS OR MEMBERS OF THE SERVICE;
      3. MATERIALS POSTED BY, OR OF, ANY PARTY OTHER THAN UPROMISE OR ANY USE THEREOF;
      4. THE ACCURACY, DEPENDABILITY, PRIVACY, SECURITY, AUTHENTICITY OR COMPLETENESS OF DATA TRANSMITTED OVER OR OBTAINED USING THE INTERNET; OR
      5. ANY FAILURE TO PERFORM ANY OBLIGATION HEREUNDER, OR FROM ANY DELAY IN THE PERFORMANCE THEREOF, DUE TO CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING THE ELEMENTS, ACTS OF GOD, LABOR DISPUTES, ACTS OF TERRORISM, ACTS OF CIVIL OR MILITARY AUTHORITY, FIRES, FLOODS, EPIDEMICS, QUARANTINE RESTRICTIONS, FAILURE OR ERRATIC BEHAVIOR OF TELECOMMUNICATIONS OR POWER SYSTEM, SABOTAGE, ARMED HOSTILITIES, RIOTS OR GOVERNMENT REGULATION OF THE INTERNET.
    • In addition to the foregoing, on occasion, Participating Companies, Upromise and/or any of their respective agents, affiliates or service providers may fail to track your Qualifying Transactions due to computer system failures or interruptions beyond the reasonable control of the tracking party. Furthermore, certain hardware devices and software such as pop-up blockers, ad blocking software, viruses, worms, Trojans, adware, spyware and malware can interfere with the tracking of Rewards and/or the operation of our website. NEITHER UPROMISE AND ITS AGENTS NOR ANY PARTICIPATING COMPANY OR THIRD-PARTY TRACKING AGENT SHALL BE LIABLE FOR YOUR FAILURE TO RECEIVE REWARDS OR ANY INFORMATION ABOUT THE SERVICE AS A RESULT OF A COMPUTER SYSTEM FAILURE OR INTERRUPTION OR THE FAILURE OF ANY HARDWARE DEVICES OR SOFTWARE ON YOUR COMPUTER OR NETWORK.
    • Indemnification. You agree to indemnify Upromise, and any Participating Company, Linked 529 Account Manager, 529 Plan sponsor, and service provider, as well as their respective officers, directors, employees, successors, agents, and affiliates, for any and all claims, damages, losses, settlements and causes of action (including attorneys' fees and court costs) arising out of or relating to your breach of this Agreement, or for any materials in any form whatsoever that are provided by you or anyone using user ID and/or password. You agree to cooperate as fully as reasonably required in our defense and/or settlement of any claim. We reserve in our reasonable discretion the right to assume exclusive control over the defense and settlement of any matter subject to indemnification by you.
    • No Tax Advice. Nothing contained on our website or communications is intended to constitute personal tax advice. The tax consequences of participation in the Service will depend on your particular tax circumstances. You are responsible for obtaining your own tax advice with respect to participation in the Service. You agree that we will not have any liability for any information contained on or omitted from the Upromise website or communications with respect to taxes and that we have no obligation to inform you of changes in the tax laws.
    • No Investment Advice. Nothing contained on our website or communications is intended to constitute investment advice, nor do we give advice or offer any opinion or recommendation on the suitability of any security or investment strategy. We will not be deemed to have solicited any investments directed by you in Linked 529 Accounts established by you with the Linked 529 Account Managers. Although you may be able to obtain investment related reports and information through the Service and our website or communications, the availability of such information does not constitute a recommendation by us to buy or sell any security or other service or property discussed in such reports or information. Any investment decision you make will be based solely on your own evaluation of the merits of the particular investment decision in light of your financial circumstances and investment objectives.
  24. Limitations of Liability.
    • NEITHER UPROMISE NOR ANY PARTICIPATING COMPANY, LINKED 529 ACCOUNT MANAGER, 529 PLAN SPONSOR, OR SERVICE PROVIDER, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, OR AFFILIATES, ARE RESPONSIBLE OR LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES OR FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES, THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICE, THE INFORMATION CONTAINED ON THE UPROMISE WEBSITE OR COMMUNICATIONS, OR (EXCEPT IN THE CASE OF THE APPLICABLE PARTICIPATING COMPANY OR SUPPLIER) ANY MERCHANDISE, PRODUCTS OR SERVICES OFFERED BY PARTICIPATING COMPANIES OR SUPPLIERS IN CONJUNCTION WITH THE SERVICE, EVEN IF ANY SUCH ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS OUR LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
    • IN NO EVENT WILL THE TOTAL LIABILITY OF UPROMISE OR ITS AGENTS OR SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, OR AFFILIATES, TO YOU FROM ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THE UPROMISE WEBSITE OR PARTICIPATION IN THE SERVICE, WHETHER IN CONTRACT, TORT, (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE GREATER OF: THE LARGEST AMOUNT OF REWARDS IN YOUR UPROMISE ACCOUNT AT ANY ONE TIME WHILE THIS AGREEMENT IS IN EFFECT, OR $50.00.
  25. Member Instructions and Electronic Communications.
    • Member Instructions. We may rely on your oral and electronic instructions. In addition, you consent to the monitoring and recording of your telephone conversations with us for training or compliance purposes or to provide a record of your instructions. You agree that we will not be liable for honoring oral instructions received from any person claiming to be you, provided reasonable verification procedures have been followed. We may in good faith follow any instructions received by electronic means that claim or appear to be from you, regardless of whether or not you have personally initiated such instructions.
    • Electronic Communications. We are an online service and you consent to the receipt of all administrative notices, account statements, correspondence and other information from us electronically through either (i) access to your Upromise Account on our website, or (ii) the email address provided by you to us. In order to access and retain electronic disclosures from Upromise, you must have (a) a personal computer with a browser that supports these requirements, (b) Internet access and a valid email account supported by software to enable you to receive email messages, (c) Adobe Reader installed on your computer, and (d) sufficient electronic storage capacity to store disclosures or a printer capable of printing from your web browser and email software to print disclosures. You may update your email address at any time by logging into your Upromise Account and updating your profile. We will not be responsible for your inability to connect to the Internet or to access the Upromise website or otherwise not to receive electronic communications. Electronic communications are presumed to be delivered to and received by you when sent by us, whether actually received or not.
  26. General
    • Governing Law. The validity, construction and interpretation of this Agreement, and the rights and duties of the parties hereto, will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding its conflicts of laws principles. Each party hereto agrees that all claims relating to this Agreement will be heard exclusively by a state or federal court sitting in Boston, Massachusetts. Accordingly, each party hereby consents to the exclusive jurisdiction of any state or federal court sitting in Boston, Massachusetts over any proceeding related to this Agreement, irrevocably waives any objection to the venue of any such court, and irrevocably waives any claim that any such proceeding in such a court has been brought in an inconvenient forum.
    • Assignment. You may not assign your rights and obligations under this Agreement, in whole or in part, without our prior written consent, and any such assignment without such consent will be null and void. We may assign our rights and obligations under this Agreement, in whole or in part, without your consent. This Agreement will inure to the benefit and burden of the parties hereto and their permitted successors and assigns.
    • Notices. Except as otherwise set forth in this Agreement, any notice by one party hereto to the other will be in writing (which may include email) and either personally delivered, delivered by Internet email, or sent via reputable overnight courier or certified mail, postage prepaid and return receipt requested. Notices will be sent to you at the Internet email address or the mailing address specified in your Upromise Account profile and to us at Prodege, LLC, P.O. Box 70, Manhattan Beach, CA 90267, Attn.: Upromise Customer Service, or any other address of which either party hereto may from time to time notify the other in accordance with this Section. All notices will be in English. All paper notices will be deemed effective on the date of personal delivery, upon signed receipt from an overnight courier, or five days after deposit with the U.S. Postal Service, as applicable. All email notices will be deemed effective when sent by us to the email address specified in your Upromise Account, and all notices on our website or via email will be deemed effective upon posting on our website or sending by email, whether or not actually reviewed or received by you.
    • No Waiver; Severability. The waiver by either party hereto of a breach or default of any provision of this Agreement by the other party hereto will not be construed as a waiver of any succeeding breach or default of the same or any other provision, nor will any delay or omission on the part of either party hereto to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party. If any provision of this Agreement is held to be invalid, such invalidity shall not affect the remaining provisions.
    • Equitable Relief. You acknowledge and accept that any breach related to unauthorized or unlawful activity is likely to irreparably harm us and will not be susceptible of cure by monetary damages. Consequently, if you breach any such provisions, then we will be entitled to obtain injunctive or other equitable relief in addition to any remedies available at law.
    • Third Party Beneficiary. Each Participating Company, Linked 529 Account Manager, and 529 Plan sponsor is hereby expressly made a third-party beneficiary of this Agreement and may enforce this Agreement directly against you. This Agreement is not otherwise intended to and shall not be construed to give any other party any interest or rights, including without limitation any third- party beneficiary rights.
    • Authority in Account Disputes. In the event of a dispute relating to all or a portion of the Rewards in a Upromise Account, we are entitled to take direction from the person whose name is registered in the Upromise Account as the authorized account holder, and we may ask you to provide proof to our satisfaction that you are the authorized account holder.
    • No Broker/Dealer. Upromise is not a registered broker-dealer and, therefore, does not affect any transactions in, offer, sell or distribute any securities. To the extent any activities associated with the Service are required to be performed by a registered broker-dealer, such activities will be conducted exclusively by an entity that may lawfully conduct such activities.
    • Entire Agreement. This Agreement (along with the Terms of Use and other terms posted on the Upromise Website) represents the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter hereof (including without limitation, earlier versions of this Agreement that may have been accepted by you through the Upromise website or otherwise). We reserve the right to modify this Agreement at any time in accordance with Section 16 of this Agreement. You acknowledge that the most recent version of this Agreement will be located on the Upromise website footer under the link for Member Agreement.
    • This Member Agreement was last updated on: June 1, 2020 and will be effective as to existing Upromise members on July 1, 2020