Last updated July 1, 2020
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS UNLESS YOU OPT OUT, AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.
Welcome to Bitdoor! Bitdoor, Inc. (also referred to as “Bitdoor,” “we,” “us,” or “our”) provides the data and services available on the Bitdoor proprietary platform (the “Platform”). The Platform allows consumers to enroll their bank accounts and payment cards in one place to help them understand their spending patterns, control their data, and reap the benefits of card-linked offers (the “Consumer Portal”). The Platform also allows Merchants and other data subscribers to access fully permissioned consumer data, information, and analytics in order to provide consumers with card-linked offers and other benefits (the “Merchant Portal”). Bitdoor’s ultimate goal is to provide consumers with a transparent and fully controlled experience, and we crafted these terms and conditions to reflect that purpose.
With each consumer’s permission, Bitdoor aggregates spending, payment, bank account, and income information in one secure location for the consumer to access through the Consumer Portal. The Platform then enables the consumer to choose which information to share with companies. Merchants can then incentivize consumers with unique cash back offers, discounts, and other benefits based on the consumer’s preferences all through the Merchant Portal. The Platform then applies these offers directly to the consumer’s payment cards in real time. At all times, the consumer has full control over which companies see his or her data and how they use it.
PLEASE NOTE: SECTION 16 OF THIS AGREEMENT GOVERNS HOW DISAGREEMENTS AND CLAIMS BETWEEN YOU AND BITDOOR CAN BE RESOLVED. THIS SECTION, WITH LIMITED EXCEPTION, REQUIRES YOU AND BITDOOR TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION.
This Agreement applies to any and all Bitdoor customers and users of the Platform, Bitdoor Services, or Bitdoor Sites, including but not limited to individual consumers, merchants, and data subscribers (“you” or “your”), as well as all others who access or visit the Platform, Bitdoor Services, or Bitdoor Sites. If you use the Platform, Bitdoor Services, or Bitdoor Sites on behalf of a business entity, you represent and warrant that you have the authority to bind that entity, your acceptance of this Agreement will be deemed an acceptance by that entity, and “you” and “your” shall refer to that entity.
- Definitions. We use Bitdoor-specific terminology throughout this Agreement and the Bitdoor network, the definitions of which can be found here.
- Access to the Platform. Subject to this Agreement and Applicable Laws, Bitdoor grants you access to the Platform. Bitdoor reserves the right to revoke access to the Platform at any time.
- How Bitdoor Uses Consumer Information. You authorize Bitdoor to collect, use, and share your Enrolled Card(s) and Enrolled Card Information through the Consumer Portal in combination with your Account Information and Transaction Information (collectively your “Consumer Information”). Accordingly, by entering into this agreement, you give Bitdoor permission to perform the following functions.
- Payment Processors. Share your Consumer Information with Payment Processors to enable them to monitor your transactions and to collect, confirm, and provide Bitdoor with Transaction Information. Bitdoor or Payment Processors may also confirm that purchases or returns match your Enrolled Card transactions to determine whether you qualify for an Offer or otherwise establish account status.
- Merchants. Share your Consumer Information with Merchants to confirm that purchases or returns match Enrolled Card transactions to determine whether you qualify for an Offer or otherwise establish account status; Merchants also may use your Consumer Information to assess the results of Campaigns.
- Third Parties. Share your Consumer Information with other businesses, organizations, or individuals to perform functions on our behalf, including analyzing data, providing marketing assistance, or other business purposes, solely with your permission.
- Credit Bureaus. Share your Consumer Information with, and collect, confirm, and provide Bitdoor with your Consumer Information from, credit bureaus in order to get to know you better and provide you with relevant and valuable Offers.
- Banks. Share your Consumer Information with banks to enable them to provide Bitdoor with Transaction Information. Bitdoor may confirm that purchases or returns match your Enrolled Card or bank transactions to determine whether you qualify for an Offer or otherwise establish account status.
- Customized Offers. Use your Consumer Information to provide you with customized Offers, content, and advertising on the Platform, Bitdoor Services, and Bitdoor Sites, as well as third party sites.
- Product Improvement. Use your Consumer Information to improve Bitdoor products and services.
- Account Registration. In order to access the Platform, you must create an Account. Accordingly, you agree to provide accurate, current, and complete information during the registration process and to keep such information updated. You are solely responsible for safeguarding your password and you agree that you will not disclose your password to any third party. You will take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify Bitdoor of any unauthorized use of your Account.If you wish to cancel your Account and cease future information sharing, you must contact Bitdoor here: email@example.com.
- Bitdoor as Your Authorized Agent.
- FOR PURPOSES OF THIS AGREEMENT, YOU GRANT BITDOOR A LIMITED POWER OF ATTORNEY, AND APPOINT BITDOOR AS YOUR ATTORNEY-IN-FACT AND AGENT, WITH FULL POWER OF SUBSTITUTION AND RE-SUBSTITUTION, FOR YOU AND IN YOUR NAME, PLACE, AND STEAD, IN ANY AND ALL CAPACITIES, TO ACCESS THIRD PARTY SITES, SERVERS, OR DOCUMENTS, RETRIEVE INFORMATION AND USE YOUR CONSUMER INFORMATION WITH THE FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN CONNECTION WITH SUCH ACTIVITIES, IN COMPLIANCE WITH APPLICABLE LAW, AS FULLY TO ALL INTENTS AND PURPOSES AS YOU COULD DO IN PERSON.
- YOU ACKNOWLEDGE AND AGREE THAT WHEN BITDOOR IS ACCESSING AND RETRIEVING CONSUMER INFORMATION FROM THIRD PARTY SITES, BITDOOR IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF ANY THIRD PARTY. YOU AGREE THAT THIRD-PARTY ACCOUNT PROVIDERS SHALL BE ENTITLED TO RELY ON THE FOREGOING AUTHORIZATION, AGENCY, AND POWER OF ATTORNEY GRANTED BY YOU. You understand that the Platform and Bitdoor Services are not specifically endorsed or sponsored by any third-party account providers accessible through the Platform.
- Merchant and Data Subscriber Payment Terms.
- Account Information. When you register for an Account on the Merchant Portal, you will be required to provide customary billing information such as your individual or company name and billing address. For individual accounts, you will be required to provide a credit card number. For business accounts, you may provide a credit card number or, if you request payment on an invoice basis, you will be required to provide the necessary information to send you an invoice and establish an electronic payment service.
- Payment Terms. You agree to pay the applicable fees and any taxes and other fees that may accrue in relation to your use of the Platform and Bitdoor Services, if any. If you select an annual payment frequency, then the entire subscription fee may be payable in advance. If you select a monthly payment frequency, then you will automatically be charged or invoiced the subscription fee for the subsequent month, unless you cancel your Account at least thirty (30) days before that month begins. For accounts set up on an invoice basis, you agree to pay all amounts stated in such invoices within thirty (30) days of receipt of the invoice. All fees are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
- Late Payments. Bitdoor may charge a late fee on all amounts not paid within thirty (30) days of the due date equal to one and one-half percent (1½%) per month of such outstanding amounts or the highest rate allowed by law, whichever is less. You will be liable to Bitdoor for all fees and expenses (including reasonable attorney’s fees) that Bitdoor incurs in collecting, or attempting to collect, fees owed by you to Bitdoor.
- Ownership. Bitdoor owns all right, title, and interest (including IP rights) in and to the Platform, Bitdoor Sites, Bitdoor Services, and our related websites and technology.
- Platform Restrictions. You may not: (a) attempt to interfere with or disrupt the Platform, Bitdoor Sites, or Bitdoor Services, or attempt to gain access to any systems or networks that connect thereto; (b) reverse engineer, disassemble, decompile, or otherwise attempt to derive source code from the Platform, Bitdoor Sites, or Bitdoor Services; (c) make the Platform, Bitdoor Sites, Bitdoor Services, or Consumer Information available to any third parties except as permitted herein; (d) modify, adapt, translate, or create derivative works based on the Platform, Bitdoor Sites, or Bitdoor Services; (e) reproduce any portion of the Platform, Bitdoor Sites, or Bitdoor Services; (f) transfer any rights hereunder, (g) use the Platform, Bitdoor Sites, or Bitdoor Services in violation of Applicable Laws; or (h) permit or authorize any party to do any of the foregoing.
- Security. Merchants shall use and access the Platform, Bitdoor Sites, and Bitdoor Services and handle any Consumer Information with that degree of skill, care, and judgment customarily accepted as sound, quality, and professional practices. Merchants shall implement and maintain safeguards necessary to ensure the confidentiality, availability, and integrity of Consumer Information and any other data or information obtained through the Platform, Bitdoor Sites, or Bitdoor Services. Merchants shall also implement and maintain any safeguards required to be implemented by Applicable Laws.
- Warranty. TO THE EXTENT PERMITTED BY LAW, THE PLATFORM, BITDOOR SITES, BITDOOR SERVICES, AND CONSUMER INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND ANY USE IS AT YOUR DISCRETION AND RISK. BITDOOR, ITS AFFILIATES AND ITS AND THEIR SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. BITDOOR DOES NOT WARRANT THAT USE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY OF YOUR DATA WILL BE ACCURATE OR COMPLETE, OR THAT BITDOOR WILL MAINTAIN ANY DATA WITHOUT LOSS.
- Disclaimer. You assume sole responsibility and liability for results obtained from using the Platform, Bitdoor Sites, and Bitdoor Services, and for conclusions drawn from such use. Bitdoor will have no liability for any claims, losses, or damage caused by errors or omissions in any information provided to Bitdoor by you in connection with the Platform or any actions taken by Bitdoor at your direction. Bitdoor will have no liability for any claims, losses, or damages arising out of or in connection with your use of any third-party products, services, software, or web sites that you access via links from within the Platform.
- Indemnification. You agree to defend, indemnify, and hold Bitdoor, and its subsidiaries, affiliates, partners, licensors, directors, officers, employees, and agents (the “Indemnified Parties”) harmless for any damages, losses, judgments, costs, or expenses, including reasonable attorneys’ fees, arising from any third party claim, action, or demand (collectively “Claims”) arising out of or relating to: (a) your use of the Platform, Bitdoor Services, or Bitdoor Sites in violation of any law, rule, regulation, or your breach of any covenants, representations, or warranties of this Agreement; (b) any part of your Consumer Information; or (c) your willful or malicious conduct relating to any violation described in this section. You also agree to indemnify the Indemnified Parties for any loss, damages, or costs, including reasonable attorneys’ fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure.
- TO THE EXTENT PERMITTED BY LAW, BITDOOR, ITS AFFILIATES AND ITS AND THEIR SUPPLIERS WILL NOT BE RESPONSIBLE FOR: (A) ANY LOST PROFITS, LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, FINANCIAL LOSSES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR (B) ANY DAMAGES OR AMOUNTS EXCEEDING ONE HUNDRED U.S. DOLLARS (US $100.00).
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, BITDOOR AND ITS SUBSIDIARIES, AFFILIATES, PARTNERS, LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS WILL NOT BE RESPONSIBLE OR LIABLE IN CONTRACT, WARRANTY OR IN TORT (INCLUDING NEGLIGENCE) FOR ANY (a) INTERRUPTION OF SERVICES; (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE PLATFORM, BITDOOR SERVICES, OR BITDOOR SITES; (c) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION, OR OTHER MODIFICATION; (d) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-WEBSITE LINKS ON THE PLATFORM, BITDOOR SERVICES, OR BITDOOR SITES; (e) COMPUTER VIRUSES, SYSTEM FAILURES, OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE PLATFORM, BITDOOR SERVICES, OR BITDOOR SITES; (f) ANY INACCURACIES, ERRORS OR OMISSIONS IN CONTENT; OR (g) EVENTS BEYOND OUR REASONABLE CONTROL.
- FURTHER, BITDOOR WILL NOT BE LIABLE IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY FOR ANY INDIRECT, PUNITIVE, SPECIAL, RELIANCE, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY KIND (INCLUDING LOSS OF REVENUE OR PROFITS) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, THE BITDOOR SERVICES, OR THE BITDOOR SITES, OR YOUR USE THEREOF, INCLUDING THE USE OR INABILITY TO USE THE PLATFORM, BITDOOR SERVICES, OR BITDOOR SITES, OR FOR ANY INFORMATION OBTAINED FROM OR THROUGH THE PLATFORM, EVEN IF BITDOOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IN NO EVENT EXCEED THE AMOUNT PAID TO BITDOOR OR ITS PARTNERS UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE INITIATION OF ANY CLAIM FOR DAMAGES.
- Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
- Amendments. Bitdoor reserves the right, in its sole discretion, to change and revise this Agreement at any time by posting the changes on this page. Any changes are effective immediately upon posting to this page. By continuing to access or use the Platform, Bitdoor Sites, or Bitdoor Services after those revisions become effective, you agree to be bound by the revised Agreement. Bitdoor will only make changes to your specific personal data permissions with your explicit consent.
- Governing Law and Venue. The Agreement, Platform, Bitdoor Services, and Bitdoor Sites will be governed exclusively by the laws applicable in the State of California, excluding its provisions on conflicts or choice of law. Subject to the arbitration provision below, you irrevocably and unconditionally consent to submit to the exclusive jurisdiction and venue of the state courts in San Mateo County, California or federal court for the Northern District of California with respect to any dispute or litigation arising under this Agreement or as the result of any Services.
- Arbitration and Class Action Waiver. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THE PLATFORM, BITDOOR SERVICES, OR BITDOOR SITES, THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY BINDING ARBITRATION RATHER THAN A COURT IN SAN MATEO COUNTY, CALIFORNIA BEFORE A SOLE ARBITRATOR. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO STREAMLINED ARBITRATION RULES AND PROCEDURES, AND THE ARBITRATOR SHALL APPLY THE LAWS APPLICABLE IN THE STATE OF CALIFORNIA. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION AS SPECIFIED ABOVE UNDER “GOVERNING LAW AND VENUE.” THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING INJUNCTIONS OR OTHER FORMS OF EQUITABLE RELIEF OR PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION. YOU AGREE THAT ALL DISPUTES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU ARE WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS. IN ANY ARBITRATION, THE ARBITRATOR MAY, IN THE AWARD, ALLOCATE ALL OR PART OF THE COSTS OF THE ARBITRATION, INCLUDING THE FEES OF THE ARBITRATOR AND THE REASONABLE ATTORNEYS’ FEES OF THE PREVAILING PARTY, AND SHALL DETERMINE THE PREVAILING PARTY FOR THIS PURPOSE.
- Notices. Bitdoor may provide notices or communications to you through the email associated with your Account, through the Platform or Bitdoor Sites, or through other reasonable methods. All notices, requests, and other communications to Bitdoor under this Agreement must be in writing to the address below and will be deemed given when delivered:
Bitdoor, Inc., Attention: Legal, 851 Burlway Avenue, Suite 711 Burlingame, California 94010.
I accept this Agreement, and accordingly direct Bitdoor, as applicable, to monitor and share my Consumer Information to enable my participation in the Platform, and such other uses of my information, as identified in this Agreement.