Effective as of 6-25-2021
BY ACCESSING, USING OR ATTEMPTING TO USE THE PROVIDERS CARD SERVICES (AS DEFINED BELOW) IN ANY CAPACITY, YOU ACKNOWLEDGE THAT YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT ACCESS OR USE THE PROVIDERS CARD SERVICES.
This Agreement sets forth the legal terms and conditions pursuant to which Propel Inc. (“Propel,” “we,” “us,” or “our”), offers you access to certain services as further described herein. You can access these services through our mobile application (including any website, web widget, or any similar platform owned, controlled, operated or offered by Propel) (the “Providers App”).
1. PROVIDERS CARD SERVICES
Propel has entered into an agreement with Sutton Bank whereby we can offer you the opportunity to open a Providers Card account tied to a debit card issued by Sutton Bank, an FDIC insured state-chartered bank, headquartered in Attica, Ohio (the ”Bank”). Your money will be held in an account at Sutton and will be fully protected up to $250,000 by the Federal Deposit Insurance Corporation.
1.1 Providers Card Account
In order to open your Providers Card account (an “Account”), you are required to provide information to complete the Bank’s application process. By opening a Providers Card account, you agree to the Bank’s Cardholder Agreement (https://joinproviders.com/providers-card/cardholder-agreement). You may choose to receive a debit card linked to your Providers Card account. Please see the Cardholder Agreement for information around transaction limits related to your debit account.
Propel reserves the right to cancel or suspend transactions due to fraud or compliance related concerns.
1.2 Transaction History; Access to Account; Data
Under no circumstances will we be liable in any way for any Transaction Data, including any errors or omissions in any Transaction Data, any modification, loss or deletion of any Transaction Data or any loss or damage of any kind incurred as a result of the use of or reliance upon any Transaction Data or the analysis or summary thereof. We reserve the right to remove, delete, block, edit or modify any Transaction Data at any time, subject to applicable regulatory retention requirements, without prior notice and at in its sole discretion for any reason or no reason. We have no obligation to retain or delete any of your Transaction Data beyond any applicable regulatory retention periods to which we are subject.
1.3 Electronic Funds Transfer Disclosures
The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from your account(s). There may be limitations on account activity that restrict your ability to make electronic fund transfers. Any such limits are disclosed in the appropriate agreements governing your account.
A. Definitions: Electronic Fund Transfer: Any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic device or computer to instruct us to debit or credit an account. Electronic Fund Transfers include such electronic transactions as direct deposits or withdrawals of funds, transfers initiated via telephone, website or mobile application. Preauthorized Electronic Fund Transfer: An Electronic Fund Transfer that you have authorized in advance to recur at substantially regular intervals; for example, direct deposits into or withdrawal of funds out of your account.
B. Your Liability: Authorized Transfers: You are liable for all Electronic Fund Transfers that you authorize, whether directly or indirectly. Unauthorized Transfers: Tell us at once if you believe your account or PIN or Access Information (as defined below) is lost or stolen or has been or may be subject to unauthorized Electronic Fund Transfers. Support message us immediately to keep your possible losses to a minimum. You could lose all the money in your account(s). If you tell us within two (2) business days after learning of the loss or theft of your account access device, or after learning of any other unauthorized transfers from your account involving your account access device, you can lose no more than $50 if Electronic Fund Transfers are made without your permission. For these transactions, if you DO NOT tell us within two (2) business days after learning of the loss, theft or unauthorized use, and we can establish that we could have prevented the unauthorized transfer(s) if you had told us in time, you could lose as much as $500. Also, if your periodic account statement shows unauthorized transfers and you DO NOT tell us within sixty (60) days after the statement was delivered to you, you may not get back any money you lose after the sixty (60) day period if we can prove that we could have prevented the unauthorized transfer(s) if you had told us in time. If an extenuating circumstance (such as extended travel or hospitalization) prevents you from promptly notifying us of a suspected lost or stolen access device or of any other suspected unauthorized transfer(s), the time periods specified in this Section B may be extended for a reasonable period.
The fee structure for Providers Card Services can be found in your Cardholder Agreement (https://www.joinproviders.com/providers-card/cardholder-agreement). We may update the fees from time to time and you are responsible for periodically checking the fee structure posted on the Providers App. We will provide 21 days notice if we change any fees in a way that would adversely affect you.
3. YOUR OBLIGATIONS
The Providers Card Services are offered and made available only to users eighteen (18) years of age or older. If you do not meet such criteria, discontinue using the Providers Card Services and the Providers App immediately. By accessing or using the Providers App and/or the Providers Card Services, you represent and warrant that you meet such criteria and (a) you will at all times provide true, accurate, current, and complete information when submitting information to Propel through the Providers App and (b) you will at all times comply with this Agreement. Any breach of the foregoing representations and warranties entitles Propel to immediately terminate your access to the Providers App and/or the Providers Card services and seek any and all remedies available at law or equity. If you do not agree to any term or condition, you should not access or otherwise use the Providers App or the Providers Card Services. You also acknowledge and agree that use of the Internet and access to the Providers App are solely at your own risk. While Propel has endeavored to make the Providers App secure and reliable, you should understand that the confidentiality of any communication or material transmitted to/from the Providers App over the Internet or other form of global communication network cannot be guaranteed. Propel is not responsible for the accuracy, reliability, or security of any information transmitted to or from the Providers App. Except as otherwise agreed to by Propel, the Providers App and the Providers Card Services are solely for your own personal and noncommercial use. You may not resell or make any commercial use of the Providers App, the Providers Card Services or the content on the Providers App.
4. CUSTOMER SUPPORT
Please contact Propel if you have any questions or issues regarding the Providers App. Our customer support phone number is 877-404-4137, and we are available Monday to Friday from 10 am to 7 pm ET, with the exception of federal holidays. You may also contact us at firstname.lastname@example.org.
To report a complaint relating to the Providers Card Services, email email@example.com.
Propel, in its sole discretion, may suspend or terminate your use of the Providers App and/or the Providers Card Services for any reason, including, without limitation, for lack of use or if Propel believes you have violated this Agreement. Propel may also, in its sole discretion, discontinue the Providers App and the Providers Card Services, or any part thereof, with or without notice. You can close your Account at any time and for any reason by contacting Propel at firstname.lastname@example.org and following the procedures in the Cardholder Agreement. You are invited to contact us and let us know your reasons for closing your Account or ceasing use of the Providers App. Upon termination, your right to use the Providers App and the Providers Card Services will immediately end. All provisions of this Agreement which, according to their terms or their nature, should survive termination, including, without limitation, provisions with respect to limitation or liability and disclaimer of warranties, shall survive.
6. LICENSE AND RESTRICTIONS
Subject to your continued compliance with this Agreement, Propel provides to you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use the Providers App and the Providers Card Services on your mobile phone, computer or other Internet compatible device. The content layout, formatting, and features of and access privileges for the Providers App shall be as specified by Propel in its sole discretion.
6.2 Ownership; Proprietary Rights.
Propel and its licensors retain all right, title and interest in and to the Providers App and the Providers Card Services. Propel and its licensors reserve all rights not expressly granted in this Agreement. The Providers App logos and names are trademarks of Propel and/or its affiliates. All other trademarks and product or company names mentioned in the Providers App are the property of their respective owners and may not be used without the prior written permission of the owner. Reference to any products or services by name or otherwise does not imply endorsement by Propel. All goodwill derived from the use of any trademarks will inure to the benefit of the respective trademark owner.
You may not modify, reproduce, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any proprietary notices or labels, license, sublicense, sell, mirror, frame, rent, lease, private label, grant a security interest in, create derivative works of, or otherwise exploit the Providers App, the Providers Card Services or any portion thereof without Propel’s prior written consent. Moreover, you may not (a) use any “deep link,” “page scrape,” “robot,” “spider,” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Providers App or in any way reproduce or circumvent the navigational structure or presentation of the Providers App to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Providers App, (b) attempt to gain unauthorized access to any portion or feature of the Providers App or any other systems or networks connected to the Providers App or to any Propel server or to any of the services offered on or through the Providers App, by hacking, password “mining,” or any other illegitimate or prohibited means, (c) probe, scan, or test the vulnerability of the Providers App or any network connected to the Providers App, nor breach the security or authentication measures on the Providers App or any network connected to the Providers App, (d) reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Providers App, (e) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Providers App or Propel’s systems or networks or any systems or networks connected to the Providers App, (f) use any device, software, or routine to interfere with the proper working of the Providers App or any transaction conducted on the Providers App, or with any other person’s use of the Providers App, (g) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to Propel on or through the Providers App, or (h) use the Providers App in an unlawful manner. In addition, you agree to abide by all applicable local, state, national laws and regulations with respect to your use of the Providers App.
7.1 Right to Enforce Terms of Agreement.
Propel may, for itself or through its agents, investigate any violation of this Agreement and take appropriate remedial action. Propel may enforce the terms of this Agreement by any legal means, including, but not limited to, warning you of violations; disabling or suspending privileges and/or access to your Providers App account; deleting, screening or editing any content; or prohibiting any behavior that does not comply with this Agreement, or which is otherwise inappropriate, harmful, objectionable or inaccurate. Propel may release information concerning your use of the Providers App (including, without limitation, registration information, and network records and published content) if Propel believes that release is appropriate to comply with the law (e.g., pursuant to a subpoena, warrant or court order); to enforce or apply this Agreement; to protect Propel’s rights or property; to protect against fraudulent, abusive or unlawful use of the Providers App; or if Propel reasonably believes that a situation involving imminent danger of death or serious bodily injury to any person requires disclosure. Deliberate attempts by you or someone on your behalf to evade or circumvent the suspension or termination of your rights to use the Providers App violate this Agreement, constitute an unlawful trespass to Propel’s equipment and systems, and may result in legal action.
7.2 Injunctive Relief.
You acknowledge that any breach, threatened or actual, of this Agreement, including, without limitation, violations or infringement of Propel and/or its licensors’ intellectual property or proprietary rights, may cause irreparable injury to Propel and/or its licensors, whereby such injury would not be quantifiable in monetary damages, and Propel and/or its licensors would not have an adequate remedy at law. In the event of such injury or potential for such injury, you therefore hereby agree that Propel and/or its licensors shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Agreement.
THE PROVIDERS CARD SERVICES ARE MADE AVAILABLE TO YOU THROUGH THIRD PARTY SERVICE PROVIDERS, INCLUDING THE BANK. EACH THIRD PARTY SERVICE PROVIDER’S CONTENT IS THE SOLE RESPONSIBILITY OF THE ORIGINATOR OF THAT CONTENT. PROPEL AND ITS LICENSORS ARE NOT RESPONSIBLE FOR ANY THIRD-PARTY CONTENT, WHETHER OR NOT PROPEL HAS REVIEWED OR MODERATED SUCH CONTENT. YOU AGREE THAT YOU BEAR ALL RISKS ASSOCIATED WITH USING OR RELYING ON APPLICATIONS AND CONTENT ON THE PROVIDERS APP. PROPEL, ITS LICENSORS, AND ITS AND THEIR AFFILIATES DO NOT IN ANY WAY WARRANT, AND HEREBY DISCLAIM THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, NON-INFRINGEMENT, OR QUALITY OF ANY APPLICATIONS OR CONTENT ON THE PROVIDERS APP, REGARDLESS OF WHO ORIGINATED THAT CONTENT (INCLUDING, WITHOUT LIMITATION, EMPLOYEES, PARTNERS, AFFILIATES OR MODERATORS OF PROPEL). PROPEL, ITS LICENSORS AND ITS AND THEIR AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, RELATING TO SUCH APPLICATIONS OR CONTENT OR ANY OTHER IMPLIED WARRANTIES UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. PROPEL, ITS LICENSORS, AND ITS AND THEIR AFFILIATES ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE PROVIDERS APP OR THE APPLICATIONS AND CONTENT ON THE PROVIDERS APP WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS.
9. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PROPEL, ITS LICENSORS, OR ANY OF ITS OR THEIR AFFILIATES, BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE PROVIDERS APP OR THE SERVICES OR CONTENT OFFERED THEREON, WITH THE DELAY OR INABILITY TO USE THE PROVIDERS APP OR THE SERVICES OR CONTENT OFFERED THEREON, THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE FUNCTIONALITY, AND MATERIALS AVAILABLE THROUGH THE PROVIDERS APP, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF PROPEL, ITS LICENSORS, AND ITS AND THEIR AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL PROPEL’S, ITS LICENSORS’ OR ITS OR THEIR AFFILIATES’ COLLECTIVE TOTAL LIABILITY ARISING OUT THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO PROPEL FOR THE APPLICABLE PRODUCT OR SERVICES MADE AVAILABLE THROUGH THE PROVIDERS APP THAT GAVE RISE TO THE CLAIM.
YOU MAY HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE OR IN OTHER JURISDICTIONS OR COUNTRIES. BECAUSE SOME STATES OR JURISDICTIONS MAY NOT ALLOW LIMITATIONS ON THE DURATION OF IMPLIED WARRANTIES, OR LIMITATIONS ON OR EXCLUSIONS OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO A USER DEPENDING ON HER, HIS, OR ITS STATE OR NATION OF RESIDENCE.
You agree to indemnify and hold Propel and its subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including, without limitation, reasonable attorneys’ fees and costs), arising out of any data or content you submit to or publish on the Providers App, your use of the Providers App and/or the Providers Card Services, your violation of this Agreement, your violation of applicable law, or your violation of any rights of a third party.
11. RESOLVING DISPUTES: FORUM, ARBITRATION, CLASS ACTION WAIVER, GOVERNING LAW
PLEASE READ THIS SECTION CAREFULLY, AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING AS A CLASS ACTION FOR U.S. RESIDENTS.
11.1 Notification of Dispute.
Please contact Propel first! Propel wants to address your concerns without resorting to formal legal proceedings. If you have any dispute with us, you agree that before taking any formal action, you will contact us at email@example.com, provide a brief, written description of the dispute and your contact information and allow sixty (60) days to pass, during which we will attempt to reach an amicable settlement of any issue. If your claim is regarding the Providers Card Services, contact Propel at firstname.lastname@example.org.
11.2 Governing Law.
This Agreement, your use of the Providers App and/or the Providers Card Service, and any other matter relating to Propel will be governed by the laws of the state of New York, without regard to conflict of laws principles.
11.3 Agreement to Arbitrate.
This Agreement and each of its parts evidence a transaction involving interstate commerce, and the United States Arbitration Act applies in all cases and governs the interpretation and enforcement of the arbitration rules and arbitration proceedings. Any claims arising out of, relating to, or connected with this Agreement must be asserted individually in binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Terms and the AAA Supplementary Procedures for Consumer-Related Disputes (including, without limitation, utilizing desk, phone or video conference proceedings where appropriate and permitted to mitigate costs of travel) in New York, New York. The arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable or a particular claim is subject to arbitration. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
There are only two exceptions to this arbitration agreement, (i) if we reasonably believe that you have in any manner violated or threatened to violate this Agreement, we may seek injunctive or other appropriate relief in any court of competent jurisdiction, and (ii) any claim of $1,000 or less may, at the option of the claiming party, be resolved in small claims court in New York, New York if the claim and the parties are within the jurisdiction of the small claims court.
11.5 Opt-out of Agreement to Arbitrate.
You can decline this agreement to arbitrate by sending an email within 30 days of first accepting this Agreement to email@example.com clearly stating that you wish to opt out of arbitration with Propel and include your first and last name and the email address associated with your Account.
11.6 Class Action Waiver and Limitation of Claims.
BY AGREEING TO THIS AGREEMENT, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A COURT TRIAL (OTHER THAN SMALL CLAIMS COURT AS PROVIDED ABOVE) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE PROVIDERS APP, THE PROVIDERS CARD SERVICES OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.
12.1 Changes to this Agreement.
Propel reserves the right to revise this Agreement, and your rights and obligations are at all times subject to the Agreement then posted on the Providers App. Your continued use of the Providers App constitutes acceptance. Propel will endeavor to notify you and give you an opportunity to review and accept the revisions to the Agreement, which acceptance may be manifested in electronic form (such as through a click-through agreement). However, subject to applicable law, our inability to contact you through a valid email address regarding the revised Agreement and obtain express acceptance in no way limits the revised Agreement’s effectiveness and application.
12.2 Independent Parties.
Propel is an independent contractor and not an agent of you in the performance of this Agreement. This Agreement is not to be interpreted as evidence of an association, joint venture, partnership, or franchise between the parties.
12.3 Entire Agreement.
This Agreement constitutes the entire agreement between the parties regarding use of the Providers App and will supersede all prior agreements between the parties whether, written or oral. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement.
12.4 Force Majeure.
Propel will not be liable for any delay or failure to perform as required by this Agreement because of any cause or condition beyond Propel’s reasonable control.
If any portion of this Agreement is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of this Agreement, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.
The failure of a party to require performance of any provision will not affect that party’s right to require performance at any time thereafter, nor will a waiver of any breach or default of this Agreement or any provision of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
12.7 Third-Party Website Disclaimer.
All notices to Propel must be delivered in writing by courier, certified or registered mail (postage prepaid and return receipt requested), electronic mail, or as otherwise specified by Propel. Legal notices to Propel must be sent to firstname.lastname@example.org with a copy to Propel Inc., 3235 Duffield Street, Suite 1700, Brooklyn, New York 11201. Notices to you will be sent to the email address associated with your Account and/or posted on the Providers App and are deemed effective when sent or posted.
12.9 Contact Information.
If you have any questions regarding this Agreement and/or the Providers App, please contact email@example.com.