TERMS UPDATED ON NOVEMBER 27th, 2018
This is a binding Agreement between Ternio, LLC (“Ternio” or “We”) and the person, persons, or entity (“You” or “Your”) using the service, Software, or application (“Software”).
Ternio, LLC is the sole owner of the BlockCardTM with all rights held therein. Ternio is the creator of the TERN token and Cardholder understands that Ternio maintains the right and authority to use the TERN token as its sole unit of measurement when tracking the Cardholder’s funds. The BlockCard is issued by an American based Bank (the “Bank”) and may work in conjunction with other Third Parties (“Affiliate” or “Affiliates”). By agreeing to these Terms, you are deemed to have agreed to the relevant Cardholder Terms. These Terms are separate and independent from the Cardholder Terms which govern your use of your BlockCard.
Rights and Obligations
Ternio provides the Software solely on the terms and conditions set forth in this Agreement and on the condition that You accept and comply with them. By using the Software You (a) accept this Agreement and agree that You are legally bound by its terms; and (b) represent and warrant that: (i) You are of legal age to enter into a binding agreement; and (ii) if You are a corporation, governmental organization or other legal entity, You have the right, power and authority to enter into this Agreement on behalf of the corporation, governmental organization or other legal entity and bind them to these terms.
While the Software has undergone testing, We cannot guarantee there will not be bugs in the Software. You acknowledge that Your use of this Software is at Your own discretion and in compliance with all applicable laws. You are responsible for safekeeping Your passwords, private key pairs, PINs, and any other codes You use to access the Software.
IF YOU LOSE ACCESS TO YOUR WALLET OR YOUR ENCRYPTED PRIVATE KEYS AND YOU HAVE NOT SEPARATELY STORED A BACKUP OF YOUR WALLET AND CORRESPONDING PASSWORD, YOU ACKNOWLEDGE AND AGREE THAT ANY CRYPTOCURRENCY YOU HAVE ASSOCIATED WITH THAT WALLET WILL BECOME INACCESSIBLE. All transaction requests are irreversible. The authors of the Software, employees and affiliates of Ternio and copyright holders cannot retrieve Your private keys or passwords if You lose or forget them and cannot guarantee transaction confirmation as they do not have control over the network.
THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OF THE SOFTWARE, EMPLOYEES AND AFFILIATES OF TERNIO OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
IN NO EVENT WILL TERNIO OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
We retain all right, title, and interest in and to the Content and all of Ternio’s brands, logos, and trademarks, including, but not limited to, BlockCard, Ternio, Lexicon, Ternio and variations of the wording of the aforementioned brands, logos, and trademarks.
Choice of Law
This Agreement, and its application and interpretation, shall be governed exclusively by the laws of the State of Georgia, without regard to its conflict of law rules. You consent to the exclusive jurisdiction of the federal and state courts located in or near Atlanta, Georgia for any dispute arising under this Agreement.
In the event any court shall declare any section or sections of this Agreement invalid or void, such declaration shall not invalidate the entire Agreement and all other paragraphs of the Agreement shall remain in full force and effect.
The terms and provisions of this Agreement are binding upon Your heirs, successors, assigns, and other representatives. This Agreement may be executed in counterparts, each of which shall be considered to be an original, but both of which constitute the same Agreement.
You assume any and all risks associated with the use of the Software. We reserve the right to modify this Agreement from time to time.
The BlockCard Services allow you to direct Ternio, the Bank or an Affiliate to conduct a variety of transactions (“Transactions”), including, but not limited to, the following:
- A) “Funds Exchange” means using Funds in one currency, digital asset or cryptocurrency to purchase Funds in another currency, digital asset or cryptocurrency using the exchange rates as further described in the Cardholder Agreement;
- B) “ATM Withdrawal” means you using your Physical BlockCard and Card PIN to obtain cash from an ATM with or without a Monetary Exchange taking place; and
- C) “Card Purchase” means you using your BlockCard to purchase goods and/or services from a merchant by swiping, inserting or entering the details of your BlockCard and/or your Card PIN.
Transactions are governed by the Cardholder Terms.
Note that virtual receipts for successful Transactions are accessible on the BlockCard Dashboard. In addition to virtual receipts, merchants should provide you with receipts when you enter into a BlockCard Purchase. Neither Ternio nor the Bank will or is under any obligation to provide you with a physical receipt or other written confirmation in connection with any BlockCard Transaction.
THE BLOCKCARD DASHBOARD
The BlockCard Dashboard is our portal on the BlockCard Services where you can, among other things:
- A) send cryptocurrencies, digital assets or other funds to Ternio which will be automatically converted into the TERN token or any other digital asset as decided at the sole discretion of Ternio.
- B) verify your identity;
- C) view your BlockCard Transaction History;
- D) view the balance of your TERN or other digital assets and the value associated with those funds as determined by Ternio
- E) direct the Bank, Ternio or an Affiliate to enable or disable your BlockCard, change the PIN on your Physical BlockCard and access other security features;
VERIFICATION OF IDENTITY
You agree to cooperate with all requests made by us or any of our Affiliates on our behalf in connection with your BlockCard Account, to identify or authenticate your identity or validate your funding sources or BlockCard Transactions as further described in the Cardholder Terms. You must ensure the information on your BlockCard Account is always accurate and up to date. If at any time we believe that your information is outdated or inaccurate, we may contact you and request further information or request that you go through the verification process again.
ADDING FUNDS TO YOUR BLOCKCARD
You can add funds to your account in accordance with the Cardholder Terms and any limitations therein. Those funds will be automatically converted to the TERN token for the Cardholder. The Cardholder understands that their purchasing power is directly connected to the value of the TERN token. The value associated with TERN fluctuate, often with tremendous volatility, and that the value of the TERN token could end up being zero, not tradeable or completely worthless.
The BlockCard Rewards Program allows users to interact with participating brands to earn Rewards in TERN cryptocurrency from them for purchasing at qualifying brands, completing special offers, or purchasing qualifying products with BlockCard. From time to time, Ternio LLC may change, modify, add, or remove portions of the BlockCard rewards program, and reserves the right to do so in its sole discretion. The crypto back percentage or amount offered by the merchant, which may include, but not limited to, a minimum transaction amount, expiration date, any other additional terms or limitations associated to the offer. Rewards will be added to your TERN account balance after eligible purchases are settled by the merchant, processor, and BlockCard.
When you participate in the BlockCard Rewards Program and select a staking rewards tier, you will be paid a rewards percentage on eligible spending by holding an amount of TERN in your account. Your rewards APY will be based on the amount you stake, and the details of each staking tier can be found on the Rewards page of our website (/rewards/). Rewards APYs are subject to change at the sole discretion of Ternio, LLC.
The BlockCard Rewards APY percentage is based on the amount ‘staked’ TERN in the BlockCard holders account and the amount spent on the BlockCard Visa card. Direct cash transactions or cash equivalent transactions, including, but not limited to, ATM withdrawals, Venmo, or other card transactions direct to fiat are not eligible for rewards. Ternio, LLC reserves the right to disqualify any transaction or spending category from rewards eligibility and to disqualify rewards payouts in the event of suspected fraud or abuse.
Your BlockCard USD equivalent account balance will fluctuate based on the market value of TERN (the underlying cryptocurrency asset for your BlockCard account, including rewards payouts). Trading and investing in cryptocurrencies involves risk of loss. The valuation of cryptocurrencies and specifically of TERN will fluctuate based on the value of TERN, trends in the larger cryptocurrency market, and the deposit and spending behavior of users. Exchange rates are determined solely by Ternio, LLC.
The terms regarding direct fees charged for the BlockCard will be listed in the BlockCard Services and are subject to change. Cardholder will be responsible for fees such as minimum monthly balances, ATM or other usage and service fees as determined by Ternio or an Affiliate. User must maintain a minimum balance on their BlockCard as determined by Ternio. We reserve the right to suspend your access to your BlockCard Account at any time, for any reason.
Cardholder acknowledges that Ternio has sole discretion to decide the exchange rates associated with the value of any cryptocurrency transfers, conversions or exchanges. After the Cardholder sends accepted cryptocurrencies to Ternio – if received, confirmed and approved – Ternio will deposit TERN into the user’s account. The amount of TERN will be solely and exclusively determined by Ternio. Cardholder understands that once a transfer, conversion or exchange takes place – Ternio will not be able to reverse the transaction or provide a refund in any way. Cardholder understands that the value associated with TERN being sold is at the sole and exclusive discretion of Ternio.
You must ensure that you take all reasonable steps to:
- A) ensure that your Mobile and your Mobile PIN is kept safe and secure;
- B) ensure that access to the BlockCard is kept safe and secure; and
- C) ensure your BlockCard PIN and other unique numbers (including CVC, expiry and card number) are kept safe and secure.
The requirement includes, but is not limited to, for the avoidance of doubt, you:
- A) closing the BlockCard Services every time you are not using it;
- B) keeping the Mobile you use to gain access to the BlockCard Dashboard safe and secure and locked with a secure password or other security mechanism;
- C) not writing down or telling anyone your Mobile PIN;
- D) if you receive any SMSs or emails, questionnaires, surveys, or other links that require you to provide your Mobile PIN, not providing your information and contacting our customer services team
- E) ensuring that the Mobile and e-mail account(s) you use to communicate with us are secure and only accessed by you, as the Mobile and e-mail address may be used to reset your Mobile PIN or to send information relating to the security of the BlockCard Dashboard;
- F) if at any time you think that your Mobile PIN has been lost, stolen or any other person knows your Mobile PIN or anyone has access to your e-mail account or Mobile you use to communicate with us, informing customer services immediately
- H) keeping your BlockCard safe and secure;
- I) not writing down or telling anyone your Card PIN or details of the BlockCard; and
- J) disabling your BlockCard via the BlockCard Dashboard or otherwise reporting to us, at any time if you think the security of the BlockCard is at risk, for example, if it is lost or stolen.
All BlockCard Transactions are processed by automated methods, and anyone who obtains access credentials to the BlockCard Dashboard or access to a BlockCard could use it to enter into BlockCard Transactions without your permission. If you notice misuse, theft or unauthorized use of your Mobile, BlockCard, Mobile PIN or Card PIN or any other activity that makes you suspicious, you must contact the customer services team and if possible enable the appropriate security features on the BlockCard Services. If you suspect identity theft or theft of Funds, we suggest that you contact your local police as well.
RESTRICTIONS ON THE USE OF THE BLOCKCARD SERVICES
You are not permitted to:
- A) use the BlockCard Services for any illegal purposes, including, but not limited to fraud and money laundering, unlawful sexually oriented materials or services, counterfeit products, unlawful gambling activities, fraud, money laundering, the funding of terrorist organizations, the unlawful purchase or sale of tobacco, firearms, prescription drugs, other controlled substances or other products prohibited by law. BlockCard will report any suspicious activity and cooperate with any relevant law enforcement agency or regulator;
- B) use the BlockCard Services to abuse, exploit or circumvent the usage restrictions imposed by a merchant on the services it provides, or to obtain goods or services without paying the amount due partially or in full;
- C) breach these Terms, the Cardholder Terms (as applicable) or any other agreement or policy that you have agreed with Ternio or the Bank;
- D) create more than one BlockCard Account without our prior written consent;
- E) use the BlockCard Services to violate any law, statute, ordinance, or regulation;
- F) use the BlockCard Services for any illegal purposes including the purchase or sale, or the facilitation of the purchase or sale of, illegal goods or services;
- G) use the BlockCard Services to conduct activities pertaining to adult entertainment/pornography, auction houses, charities, chemicals and allied products, dating and escort services, binary options, legal services, political or religious organizations, video game arcades or establishments and business claiming to trade in prime bank guarantees, debentures, letters of credit or medium term notes;
- H) infringe or misappropriate BlockCard’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
- I) act in a manner that is defamatory, libelous, threatening or harassing when using the BlockCard Services;
- J) provide us with false, inaccurate or misleading information;
- K) use the BlockCard Services to engage in debt-collection activities;
- L) instruct us to send or receive what we reasonably believe to be potentially fraudulent funds on your behalf;
- M) attempt to intentionally or knowingly receive or attempt to receive funds from both BlockCard and a merchant for the same BlockCard Transaction;
- N) control a BlockCard Account that is linked to another BlockCard Account that has engaged in any of the restrictions in this Section 11;
- O) conduct your business or use the BlockCard Services in a manner that is likely to result in or may result in complaints, disputes, reversals, chargebacks, fees, fines, penalties or other liability to BlockCard, other Users, third parties or you;
- P) use your BlockCard Account or the BlockCard Services in a manner that BlockCard, Visa, MasterCard, American Express, Discover or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules;
- Q) provide yourself with a cash advance from your credit card (or help others to do so);
- R) take any action that imposes an unreasonable or disproportionately large load on our infrastructure; facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our Website without our prior written permission; or interfere or attempt to interfere with the BlockCard Services;
- S) take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers;
- T) use the BlockCard Services to test credit card behaviors;
- U) circumvent any BlockCard policy or determinations about your BlockCard Funds Account including, but not limited to, attempting to create a new or additional BlockCard Account when a BlockCard Funds Account has a negative balance or has been restricted, suspended or otherwise limited; creating new or additional BlockCard Funds Accounts using Information that is not your own (e.g. name, address, email address, etc.); or using someone else’s BlockCard Funds Account;
- V) harass our employees, agents, or other Users;
- W) refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;
- X) use the BlockCard Services in a manner that we believe may be a violation of any applicable electronic payment network rules, card association or network rules, or applicable law;
- Y) use the BlockCard Services to trade FX for speculative purposes or for FX arbitrage;
- Z) refuse or fail to provide further information about you or your business activities that we may reasonably request;
- AA) conduct your business or use the BlockCard Services in a manner that leads us to receive a disproportionate number of claims or chargebacks;
- BB) have a credit score provided by a third party provider of BlockCard’s choosing which indicates a higher level of risk associated with your use of the Services; or
- CC) reveal your Mobile PIN or Card PIN to anyone or use anyone else’s BlockCard Services or BlockCard.
You must ensure that you only enter into BlockCard Transactions relating to the sale or supply of goods and services in compliance with all applicable laws and regulations. The fact that a person or entity accepts payments via a BlockCard Transaction is not an indication of the legality of the supply or provision of the goods and services.
The Bank reserves the right to refuse to perform a BlockCard Transaction directly or indirectly associated with any Restricted Country.
If Ternio, in its sole discretion, believes that you may have breached the provision of this Section, we may take action to protect ourselves, other Users and third parties. The action we may take includes but is not limited to:
- A) closing, suspending, or limiting your access to any or all of the BlockCard Services.
- B) contacting other Users who have transacted with you; contacting your bank or credit card issuer; and/or warning other Users, law enforcement, or impacted third parties of your actions;
- C) updating inaccurate Information you have provided to us;
- D) taking legal action against you;
- E) terminating these Terms; and/or
- F) blocking your access to your BlockCard Funds Account and/or BlockCard Dashboard temporarily or permanently.
Where possible, BlockCard will provide you with the relevant information regarding the actions imposed, but we may be unable to do so in accordance with the appropriate law including avoiding disclosing protected third party information or interfering in the course of an investigation.
SUSPENDING YOUR USE OF THE BLOCKCARD SERVICES
We reserve the right to change, suspend or discontinue any aspect of the BlockCard Services at any time, including hours of operation or availability of the BlockCard Services or any BlockCard Services feature, without notice and without liability.
OUR LIABILITY WITH RESPECT TO THE MOBILE APP AND BLOCKCARD
You represent, warrant, and covenant that you are an individual acting solely on your own behalf and are acting for a purpose other than a trade, business or profession.
You will be liable for all losses incurred in respect of BlockCard Transactions and BlockCard Purchases which were not authorized by you, if you have acted fraudulently, or have intentionally or with gross negligence failed to comply with the obligations set out in Section 10 (Security) or you have not notified us on time in accordance with these Terms.
WITHDRAWING FUNDS AND CLOSING YOUR ACCOUNT
You may close your Account and withdraw funds from your BlockCard Funds Account in accordance with the Cardholder Terms. Cardholder understands that withdrawing funds could take some time and that Ternio is not responsible for any perceived loss in funds associated with changing in TERN token prices at any time even after Cardholder has closed their Account.
NOTICE AND COMMUNICATIONS
You agree and consent to electronic receipt of all Communications that we provide in connection with the BlockCard Services. We will provide Communications to you by making them available on the BlockCard Dashboard or by emailing them to you at the primary email address listed in your BlockCard Account Profile.
It is your responsibility to ensure that you log onto the BlockCard Dashboard regularly and regularly review the BlockCard Dashboard, the Website and your primary email address and open and review communications that we deliver to you through those means.
We may contact you from time to time to notify you of changes or information regarding your BlockCard Account. It is your responsibility to ensure you regularly check the BlockCard Dashboard and that your contact information stored on your profile in the BlockCard Dashboard is up to date.
DATA AND PRIVACY
By providing BlockCard with a telephone number (including a mobile telephone number), you agree to receive autodialed and pre-recorded message calls at that number. The ways in which you provide us a telephone number include, but are not limited to, providing a telephone number at BlockCard Account opening, adding a telephone number to your profile on your BlockCard Dashboard at a later time, providing it to one of our employees, or by contacting us from that phone number. If a telephone number provided to us is a mobile telephone number, you consent to receive SMS or text messages at that number, for service-related matters.
You understand and agree that BlockCard may, without further notice or warning and in our discretion, monitor or record the telephone conversations you or anyone acting on your behalf has with BlockCard or its agents for quality control and training purposes or for its own protection. You acknowledge and understand that, while your communications with BlockCard may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by BlockCard, and BlockCard does not guarantee that recordings of any particular telephone calls will be retained or retrievable.
The BlockCard Services and all intellectual property rights contained therein, including but not limited to any content, are owned or licensed by us. Intellectual property rights means rights such as: copyright, trademarks, trade secrets, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). Ternio’s intellectual property include “GetBlockCard.com,” “BlockCard” and all logos related to the BlockCard Services, Lexicon Blockchain or Ternio. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Ternio. You may not copy, imitate, or use them without our prior written consent.
We reserve all of our rights in any intellectual property in connection with these Terms. This means, for example, that we remain owners of them and free to use them as we see fit.
Nothing in these Terms grants you any legal rights in the BlockCard Services, other than as necessary to enable you to access the BlockCard Dashboard. You agree not to adjust or try to circumvent or delete any notices contained on the BlockCard Services (including any intellectual property notices) and in particular in any digital rights or other security embedded or contained within the BlockCard Services.
AMENDMENTS TO THESE TERMS
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the BlockCard Services thereafter. Your continued use of the BlockCard Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
You agree to defend, indemnify, and hold harmless Ternio, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the BlockCard Services, including, but not limited to, any use of the BlockCard Services’ content, services, and products other than as expressly authorized in these Terms or your use of any information obtained from the BlockCard Services.
YOUR USE OF THE BLOCKCARD SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE BLOCKCARD SERVICES IS AT YOUR OWN RISK. THE BLOCKCARD SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE BLOCKCARD SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER BLOCKCARD NOR ANY PERSON ASSOCIATED WITH BLOCKCARD MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE BLOCKCARD SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER BLOCKCARD NOR ANYONE ASSOCIATED WITH BLOCKCARD REPRESENTS OR WARRANTS THAT THE BLOCKCARD SERVICES, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE BLOCKCARD SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE BLOCKCARD SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE BLOCKCARD SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TERNIO DOES NOT HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR USING THE BLOCKCARD SERVICES. BLOCKCARD IS NOT RESPONSIBLE FOR THE QUALITY, PERFORMANCE, OR ANY CONSEQUENTIAL RESULTS OF THE PRODUCTS AND/OR SERVICES PURCHASED USING THE BLOCKCARD SERVICES. TO THE FULLEST EXTENT PROVIDED BY LAW, TERNIO HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
LIMITATIONS OF LIABILITY
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL TERNIO, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE BLOCKCARD SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE BLOCKCARD SERVICES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. BLOCKCARD’S TOTAL AGGREGATE LIABILITY TO YOU UNDER THESE TERMS AND IN CONNECTION WITH YOUR USE OF THE BLOCKCARD SERVICES ARE LIMITED TO $100.
We shall not be liable to you for any delay or failure to perform our obligations under these Terms (including any delay in payment) by reason of any cause beyond our reasonable control including but not limited to any action or inaction by you or any third party, any Force Majeure Event, bank delay, postal delay, failure or delay of any fax or electronic transmission, any accident, emergency, act of god or any abnormal or unforeseeable circumstances.
You are responsible for all liabilities, financial or otherwise, incurred by Ternio, a BlockCard User, or a third party caused by or arising out of your breach of these Terms, your use of the BlockCard Services, and any use of your BlockCard Account. You agree to reimburse Ternio, a BlockCard User, or a third party for any and all such liability, to the extent not prohibited by applicable law.
You remain liable under these Terms in respect of all charges and other amounts incurred through the use of your BlockCard Account at any time, irrespective of termination, suspension or closure.
You alone are responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of the BlockCard Services, including but not limited to, those related to export or import activity, taxes or foreign currency transactions. You are liable to the state and other subjects for fulfilment of all tax obligations independently. BlockCard shall not be responsible for the execution of tax obligations, or calculation and transfer of taxes applied you.
THIS SECTION DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
TERM AND TERMINATION
These Terms will automatically terminate in the event that your Cardholder Terms expire or terminate.
You may terminate these terms at any time by providing us with one month’s notice.
Ternio, in its sole discretion, may terminate these Terms at any time, by giving you notice. The termination of these Terms will not affect any of our rights or your obligations arising under these Terms.
Without prejudice to any rights that have accrued under these Terms or any of the party’s rights or remedies, we may at any time terminate these Terms with immediate effect by giving written notice to you if:
- A) we are unable to verify your information in the manner set out in these Terms;
- B) you die;
- C) we have reason to believe that your use of the BlockCard Services: damages, corrupts, degrades, destroys and/or otherwise adversely affects the BlockCard Services, or any other software, firmware, hardware, data, systems or networks accessed or used by you;
- D) there is a significant fluctuation (either positive or negative) in the aggregate number of BlockCard Transactions you enter into;
- E) you have acted or omitted to act in any way which we reasonably determine to diminish BlockCard’s business operations and/or reputation and/or goodwill and/or which we reasonably determine or suspect to give rise to any offence or any increased risk or liability to us; and/or
- F) we are unable to provide the BlockCard Services to you through the inability of any third party to provide us with any good and/or service that we require to provide the BlockCard Services to you.
If you have breached the terms of these Terms (including a breach of your obligation to pay us any amount owing), we are otherwise entitled to terminate these Terms, or we may: suspend your use of the BlockCard Services (in whole or in part) in which case we will not treat any order for a BlockCard Transaction that you may wish to make as being received by us; report any BlockCard Transaction or any other relevant information about you and your use of the BlockCard Services to the relevant regulatory authority, law enforcement agency and/or government department; and/or if appropriate, seek damages from you.
Termination of these Terms requires the closing of your BlockCard Funds Account in accordance with the Cardholder Terms and the termination of all BlockCards and the associated Cardholder Terms (as applicable). Ternio will deal with your remaining balance in accordance with these Terms and the Cardholder Terms (as applicable).
Any terms which by their nature should survive, will survive the termination of these Terms.
GOVERNING LAW AND JURISDICTION
All matters relating to the BlockCard Services and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Terms or the BlockCard Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Georgia in each case located in Atlanta. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
In order to use other functions of the BlockCard Services, you may be requested to accept other terms and conditions, either with Ternio or with a third party. 25.2 To be eligible to use the BlockCard Services, you must:
- A) pass our regulatory due diligence checks;
- B) not be in breach of these Terms; and
- C) not have had any previous BlockCard Account closed by us.
These Terms do not intend to confer any benefit on any third party and no third party shall have the right to enforce these Terms or any BlockCard Transactions.
It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your BlockCard Transactions, or for collecting, reporting or remitting any taxes arising from any BlockCard Transactions. You hereby agree to comply with any and all applicable tax laws in connection with your use of the BlockCard Services, including without limitation, the reporting and payment of any taxes arising in connection with BlockCard Transactions made through the BlockCard Services.
If we fail to enforce any of our rights under the Terms, or applicable laws, it shall not be deemed to constitute a waiver of such right.
You may not transfer, delegate, or assign or sell any rights or obligations you have under these Terms. Ternio reserves the right to transfer or assign these Terms or any right or obligation under these Terms at any time. Any transfer, delegation, or assignment in violation of this Section 25.6 is null and void.
We may comply with any subpoena, levy, or other legal process which we believe to be valid. We may notify you of such process electronically, by phone, or in writing.
Ternio reserves the right, but shall have no responsibility, to edit, modify, refuse to post or remove any provider content, in whole or in part, that in its sole and absolute discretion is objectionable, erroneous, illegal, fraudulent or otherwise in violation of these Terms.
Unless stated otherwise in these Terms, if any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
We do not provide advice and contract on an execution only basis. We may provide information to you from time to time, for example via email or customer service, but we will not and do not provide advice to you either upon the merits of a proposed Transaction or upon any other matter. Before entering into any BlockCard Transaction you must make your and their own independent assessment as to whether it is appropriate to enter into a BlockCard Transaction based upon your own judgment and upon such advice from such advisers as you consider necessary. It is an express term of every BlockCard Transaction which you enter into with us that you are not relying upon any communication (written or oral) made by us as constituting advice about or a recommendation to enter into such BlockCard Transaction.
Section, Schedule and paragraph headings shall not affect the interpretation of these Terms.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
The Schedules form part of these Terms and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
These Terms shall be binding on, and enure to the benefit of, the parties to these Terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
A reference to writing or written includes email and the chat function on the BlockCard Dashboard.
Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
These Terms shall be concluded and interpreted in the English language. If these Terms are translated into another language, it is for reference purposes only. All communications between the parties shall be in the English language.
A reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of these Terms) from time to time.
References to Sections and Schedules are to the Sections and Schedules of these Terms and references to paragraphs are to paragraphs of the relevant Schedule.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
Supplements to these Terms are an integral part of these Terms, under which you and Ternioagree on usage of specific services as defined in the Supplements.
The definitions set out Schedule 1 apply to these Terms.
Schedule 1 — Definitions
“Card PIN” means personal identification number, which is associated with your BlockCard and allows you to enter into BlockCard Transactions.
“Communications” means information provided relating to your BlockCard Account or any BlockCard Transaction, including: any agreements and policies you agree to, (e.g., these Terms) including updates to these agreements or policies; disclosures and notices, including prospectuses and reports for transaction receipts or confirmations; BlockCard Account statements and history; and payments authorizations and transaction receipts or confirmations; documents; and any other information related to your BlockCard Account or the BlockCard Services.
“Funds” means electronically stored value.
“Force Majeure Event” means an event which is beyond the reasonable control of an affected party including without limit any market disruption, acts or restraints of government(s) or public authorities, war, Ternio, strikes or other industrial action, fire, flood, natural disaster, explosion, terrorist action, the suspension or limitation of trading by any execution venue, or any breakdown, failure, defective performance or malfunction of any telecommunications settlement or other equipment or systems.
“Information” means any confidential and/or personally identifiable information or other information, including but not limited to the following: name, email address, date of birth, tax identification number, billing/shipping address, phone number and financial information.
“Mobile Device” means your smartphone or other electronic device upon which you have downloaded the BlockCard Mobile App.
“Mobile App” means the mobile application accessible through your Mobile Device where you can obtain access to your BlockCard Dashboard.
“Mobile PIN” means your personal identification number which is entered onto the BlockCard Mobile App to gain access to the BlockCard Dashboard.
“Physical BlockCard” means a physical BlockCard that will be mailed to the user.
“Restricted Countries” means those countries that do not appear on the BlockCard Dashboard.
“BlockCard Account” means your relationship with us as described in these Terms.
“BlockCard Account Profile” means your profile, accessible on the BlockCard Dashboard where you can view, among other things, your details, your price plan and your verification limits.
“BlockCard” means both Physical BlockCards and Virtual BlockCards.
“Cardholder Terms” means the terms and conditions between you and Bank relating to the issuance to you and the use by you of the BlockCard.
“BlockCard Funds Account” means an account with Bank in which Funds are held.
“BlockCard Services” means you being given access to the Mobile App, including the BlockCard Dashboard and all other software provided through the Mobile App.
“BlockCard Transactions” means both BlockCard Dashboard Transactions and BlockCard Transactions.
“BlockCard Transaction History” means the list of BlockCard Transactions you have entered into, which is available on the BlockCard Dashboard.
“BlockCard User” means a user of BlockCard which is not you.
“Stored Card” means the credit card, debit card, or other payment card, which you register for use on the BlockCard Dashboard and which will be used by BlockCard to receive funds against which we will issue Funds to your BlockCard Funds Account or for other purposes under these Terms.
“Supplement(s)” means an agreement between BlockCard and you for the provision of separate services by BlockCard or one of its partners to you, which will be set out on the Website.
“User”, “you” or “your” means you being the business that has agreed to these Terms to use the BlockCard Services.
“User Bank Account” means a bank account belonging to you.
“Virtual BlockCard” means the virtual non-tangible cards that allow you to enter into BlockCard Purchases.
“Website” means our general website, the web address of which is www.GetBlockCard.com.
“Website Acceptable Use Policy” means the website acceptable usage policy which can be found on our Website.
“Website Terms” means the terms and conditions regarding the use of our Website which can be found on our Website.