ANYDAY MOBILE APP AND WEBSITE TERMS OF USE

This Terms of Use Agreement (“Agreement”) governs your access and use of the AnyDay mobile app and websites (each, a “Site”) owned and operated by QRails, Inc. (“QRails”, “the Company”, “our”, “us”, or ”we”) including any content, functionality and services offered on or through such Sites (collectively, the “Services”). By accessing a Site, you represent that you are 13 years of age or older and you have read and agree to be bound by these Terms of Use in their entirety and all applicable laws, rules, and regulations governing your use of the Services.

If you are an AnyDay Payroll cardholder, these Terms of Use do not modify the terms of your Cardholder Agreement, which governs the use of your AnyDay Prepaid Mastercard®. If you are a user of the AnyDay EWA Services, these Terms of Use do not modify the AnyDay Earned Wage Access Terms of Service which governs the use of your AnyDay EWA Service.

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS AN ARBITRATION PROVISION WHICH REQUIRES ALL CLAIMS TO BE RESOLVED BY BINDING ARBITRATION AND WAIVING A RIGHT TO TRAIL BY JURY AND TO PARTICIPATE IN CLASS ACTIONS.

1. ACCEPTANCE OF TERMS OF USE

By accessing, browsing, or using a Site, you agree that you have read, understood, and accept this Agreement. You may only use the Sites and the Services for their intended purpose and solely in accordance with this Agreement. We are not responsible for links to other websites or third-party resources that may be contained on the Sites, or the availability of these outside resources or their content. This Agreement will remain applicable even if you are presented with and agree to other terms from third parties on a Site or in connection with the Services.

2. ACCOUNT REGISTRATION

2.1 Registration. To access a Site or some of the resources it offers, you may be asked to register to create a financial profile or account (“[Account]”). To register for an Account, you must provide us with correct, current, and complete information, and agree to promptly update such information. You must also create a user name and password as your login credentials and keep the same secure. We will have no liability associated with or resulting from your failure to keep your login credentials secure or your failure to provide or maintain accurate account information.

2.2 Identity Verification. In order to provide you with access to the Sites, Services and your Account, we may be required to verify your identity. You authorize us to make any inquiries we consider necessary to validate your identity, including but not limited to taxpayer identification number, phone number and email verification, and other information we deem necessary. If you do not provide this information or we cannot verify your identity, we can refuse to allow you to use the Sites, the Services and your Account.

3. INTELLECTUAL PROPERTY RIGHTS

The Sites and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You may not access or use for any commercial purposes any part of a Site or any Service available through a Site. No right, title, or interest in or to the Sites or any content on the Sites is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Sites not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

4. PROHIBITED USES

You may use the Sites only for lawful purposes and in accordance with these Terms of Use. You agree not to:

Use a Site or any Service in any way that violates any applicable federal, state, local, or international law or regulation.
Engage in any conduct that restricts or inhibits anyone’s use or enjoyment of a Site, or which, as determined by us, may harm the Company or users of a Site or expose them to liability.
Establish a link from any site that is not owned by you.
Cause a Site or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
Link to any part of a Site other than the homepage.
Otherwise take any action with respect to the materials on a Site that is inconsistent with any other provision of these Terms of Use.
Impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

5. TERMINATION

We reserve the right, without notice and at our sole discretion, to suspend or terminate your ability to access or use any or all Sites or Services, and to block or prevent future access to and use of the Services for any reason. We may terminate, modify, or suspend any or all aspects of the Services at any time without notice to you. You agree that we shall not be liable to you for any such termination, modification, or suspension.

6. DISCLAIMER OF WARRANTIES

YOUR USE OF THE SITES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES IS AT YOUR OWN RISK. THE SITES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH A SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF ANY OF THE SITES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITES OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY 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.

7. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, 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, A SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON A SITE 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.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company, 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 of Use.

9. WAIVER AND SEVERABILITY

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

10. MODIFICATIONS

This Agreement may be modified by QRails at any time by updating and posting a new version on the mobile app or website, or by otherwise notifying you of the revised Agreement. By using the Sites or Services, you agree to be bound by the terms and conditions of the version of this Agreement that is in force during such use.

11. GOVERNING LAW

This Agreement and your use of the Sites or Services shall be governed by the laws of the state of Colorado without regard to principles of conflicts of laws.

12. CLASS ACTION WAIVER AND BINDING ARBITRATION

12.1 Arbitration. Any claim, dispute, or controversy (“Claim”) between you and us arising out of or relating in any way to this Agreement or your usage of the Sites or Services, no matter how described, pleaded or styled, shall be finally and exclusively resolved by binding individual arbitration conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules in the state of Colorado.

ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO A TRIAL BY JUDGE OR JURY.

12.2 Remedies. You and we will have every remedy available in arbitration as you and we would have from a court and will be entitled to reasonable discovery. All determinations as to the scope, interpretation, enforceability and validity of this Agreement shall be made finally and exclusively by the arbitrator. The arbitrator’s award will be binding and final. Judgment on the arbitration award may be entered in any court in the state of Colorado having jurisdiction.

12.3 Waiver of Class Action. NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION, OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON SHALL BE ALLOWABLE IN ARBITRATION.

12.4 Survival. This arbitration provision shall survive the termination of this Agreement and the bankruptcy of you or us. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force. Any different agreement regarding arbitration must be agreed to in writing. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16.