Program Terms and Conditions

Upgrade

The Bitcoin Rewards Program (“Program”) allows participating Upgrade Card customers to earn rewards denominated in bitcoin (“bitcoin” or “rewards”) as described below subject to these Program Terms and Conditions ("Terms and Conditions"), the Cardholder Agreement, the Upgrade Terms of Use, and the NYDIG Terms listed below. These Terms and Conditions set forth the terms and conditions under which Upgrade, Inc. (“Upgrade” or “we”) makes the Program available to you, as a participating customer (“You”), through NYDIG. Bitcoin services and accounts are provided by NYDIG Execution LLC (“NYDIG”). See NYDIG Terms. NYDIG does not support bitcoin services and accounts in all states. Rewards associated with the Rewards associated with the Upgrade Card, when applicable, are provided by Upgrade, however Upgrade does not engage in any bitcoin services. The Upgrade Card is issued by Sutton Bank, Member FDIC, pursuant to a license from Visa U.S.A. Inc. Personal Credit Lines are issued by Cross River Bank, a New Jersey State Chartered Commercial Bank, Member FDIC, Equal Housing Lender.

By enrolling in the Program, You acknowledge that You have read, understood, and agree to be bound by the following terms and conditions:

  1. How You Earn Rewards. Earn unlimited 1.5% back in bitcoin rewards when You make payments on Your purchases with Your Upgrade Card. Payments on non-purchase transactions, such as sending funds electronically to Your bank account, are not eligible to earn rewards.

    1. If You make a payment more than five business days before Your current due date, we will purchase bitcoin within one business day of Your current due date. If you make a payment five or fewer days before your current due date, we will purchase bitcoin on the business day after your next due date. However, we may in our sole discretion decide to purchase bitcoin for you earlier, in which case we will purchase bitcoin within one business day of your current date. You should be aware that the price of bitcoin (and the amount of bitcoin you receive) will vary depending on when we elect to make the purchase.

    2. Your bitcoin will be held by NYDIG on your behalf as described in NYDIG's Terms. Your bitcoin cannot be transfered to a separate wallet.

    3. You may sell Your bitcoin subject to a 1.5% transaction fee which will be deducted from your sale proceeds. For example, If You sell bitcoin worth $10, you would receive $9.85 in sale proceeds after fees are deducted.

  2. How Rewards can be Redeemed. Once you sell Your bitcoin (after the deduction of transaction fees) you will be able to redeem the sale proceeds so they may be applied as a statement credit. At this time, the only way to redeem your sale proceeds is by statement credit. You will be subject to an initial 90-day holding period after the first bitcoin purchase is made on your account, during which time your bitcoin cannot be sold. After that initial holding period You can sell bitcoin at any time until termination of Your Upgrade Card account and/or Your bitcoin account with NYDIG.

  3. Changes to the Program. Upgrade may revise these Terms and Conditions from time to time. The revised version will be effective at the time it is posted on this webpage, unless otherwise noted. Upgrade will give You thirty (30) days’ written notice if Upgrade makes any of the following changes:

    1. A change that negatively affects the rewards You can earn;

    2. Upgrade cancels the Program.

  4. Closing Your Account. If You or any of Upgrade’s bank partners, Sutton Bank and Cross River Bank (the “Banks”), terminates Your Cardholder Agreement and/or Credit Line Agreement for any reason, or if NYDIG terminates Your bitcoin account in accordance with NYDIG Terms, any unissued rewards will be forfeited.

  5. How You Could Lose Your Rewards. Upgrade may, in its sole discretion, decline to issue rewards (whether or not accrued) for Upgrade Card accounts which Upgrade determines shows signs of fraud or suspected fraud, misuse or abuse or which are past due or if an account is closed to new draws for any reason. In addition, if rewards have already been issued by purchasing bitcoin for your NYDIG bitcoin account, Upgrade may, in its sole discretion either (i) void such prior purchase of bitcoin, or (ii) offset such paid rewards against future rewards you earn, based on Upgrade's determination of fraud or suspected fraud, misuse or abuse on your Upgrade Card account.

  1. Warranty Disclaimer; Limitation of Liability. The Program and any Program content is provided “as is.” Banks, Upgrade, and their respective affiliates, directors, officers, employees, agents or contractors (together, “Upgrade Parties”) make no representations or warranties concerning the Program or any Program content, either express or implied, including, without limitations, warranties of title, merchantability, fitness for intended use or a particular purpose, non-infringement, and otherwise arising by law, custom, usage, trade practice, course of dealing or course of performance. Upgrade Parties do not warrant that the functionality or availability of the Program and any Program content will be uninterrupted or error-free, that defects will be corrected, or that they will be free of viruses or other harmful components. Further, Upgrade does not warrant, guarantee or make any representations regarding the quality of, or accuracy of advertisements for, any products or services offered or provided by NYDIG or other partners or vendors in conjunction with the Program. You release Upgrade Parties for all activity in connection with the Program, including but not limited to, any use of the Program or the rewards. For the avoidance of doubt, Upgrade Parties shall not be liable for any damages, losses, liabilities, settlements and expenses (including, without limitation, costs and attorneys’ fees), arising in connection with any claim, suit, proceeding, or other action arising out of or related to NYDIG Terms, Your use of NYDIG’s services or accounts, Your bitcoin activities or transactions through NYDIG or any risks inherent thereto, or Your relationship with NYDIG, in each case whether arising out of or related to breach of contract, tort (including negligence) or otherwise.

  2. Risk Disclosures.

    1. General. THERE ARE RISKS ASSOCIATED WITH BITCOIN. BITCOIN IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC), THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC) OR ANY OTHER PUBLIC OR PRIVATE INSURER, INCLUDING AGAINST CYBER THEFT OR THEFT BY OTHER MEANS. BITCOIN ACTIVITY IS NOT A REGULATED ACTIVITY IN MANY STATES. THE VALUE OF BITCOIN CAN BE EXTREMELY VOLATILE AND UNPREDICTABLE, WHICH CAN RESULT IN SIGNIFICANT LOSSES IN A SHORT TIME, INCLUDING POSSIBLY A LOSS OF TOTAL VALUE. THE PRICE AND LIQUIDITY OF BITCOIN HAS BEEN SUBJECT TO LARGE FLUCTUATIONS IN THE PAST AND MAY BE SUBJECT TO LARGE FLUCTUATIONS IN THE FUTURE. BUYING OR SELLING BITCOIN IS INHERENTLY RISKY, AND YOU SHOULD CONSIDER THE RISKS BEFORE DECIDING TO BUY OR SELL BITCOIN, INCLUDING THOSE PROVIDED HEREIN. UPGRADE DOES NOT PROVIDE INVESTMENT ADVICE TO YOU. UPGRADE MAY PROVIDE EDUCATIONAL OR BACKGROUND INFORMATION WHICH IS NOT SPECIFICALLY TAILORED TO YOU AND YOUR INDIVIDUAL NEEDS AND CIRCUMSTANCES. YOU MUST DETERMINE IF ANY PARTICULAR BITCOIN TRANSACTION IS APPROPRIATE FOR YOU BASED ON YOUR OBJECTIVES, FINANCIAL CIRCUMSTANCES AND RISK TOLERANCE. FOR MORE INFORMATION ON RISKS RELATED TO BITCOIN AND BITCOIN REWARDS, PLEASE SEE NYDIG TERMS.

    2. Protocols. Upgrade does not own or control any of the software protocols that are used in connection with the rewards. Accordingly, Upgrade disclaims all liability relating to such protocols and any price fluctuations in the rewards, and makes no guarantees regarding the security, functionality, or availability of such protocols.

    3. Operating Rules. You acknowledge and agree that the underlying protocols are subject to change in operating rules, and that such operating rules may materially affect the value, function, and/or other features of the bitcoin to which rewards are denominated.

    4. System Failure. You accept all risks associated with the use of the Program being associated with bitcoin, and any failures that might arise as a result thereof, including but not limited to, in connection with the failure of hardware, software, and internet connections.

    5. Disruption Events. You agree that Upgrade is not liable for any price fluctuations in bitcoin.

    6. Risks inherent. (a) Bitcoin transactions are irreversible, and accordingly losses due to fraudulent or accidental transactions may not be recoverable; (b) bitcoin is not legal tender and is not backed by a government or central bank and accounts and value balances are not subject to FDIC or SPIC protections, and as such, there is no protection, such as deposit insurance, to cover any losses associated with bitcoin; (c) legislative and regulatory changes or actions at the state, federal or international level may adversely affect the use, transfer, exchange, and value of bitcoin; (d) the bitcoin public ledger blockchain is maintained by a vast unidentified private computer network spread around the world and choosing to participate in bitcoin is at Your own risk and understanding of this network; (e) the nature of bitcoin may lead to an increased risk of fraud or cyberattack which can occur even with the strongest security settings and as such, Your bitcoin may be irretrievably stolen; (f) Your bank accounts are at increased risk of being hacked to the extent linked to bitcoin accounts; (g) the nature of bitcoin means that any technological difficulties experienced by the Program may prevent the access or use of a customer's bitcoin; (h) some bitcoin transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that You have initiated the transaction; (i) the volatility and unpredictability of the price of bitcoin relative to Fiat Currency for bitcoin may result in significant loss over a short period of time; and (j) the value of bitcoin may be derived from the continued willingness of market participants to exchange Fiat Currency for bitcoin, which may result in the potential for permanent and total loss of value of a particular bitcoin should the market for that bitcoin disappear.

  3. Termination of Program. These Terms and Conditions are effective upon Your enrollment in the Program and will remain in effect until termination of Your related Cardholder Agreement, Credit Line Agreement and/or Your bitcoin account with NYDIG. Upon any termination of the Program, Your right to use and access the Program and to receive bitcoin will terminate. Termination will not prejudice either Your or Upgrade’s remedies at law or in equity.

  4. Tax; Tax Documentation. You will be solely responsible for any and all tax liability arising out of the rewards you receive or the sale proceeds from selling your bitcoin in connection with the Program. You may access tax documentation relating to your bitcoin sale transactions generated by NYDIG by logging into your Upgrade online dashboard.


NYDIG

Bitcoin execution and custody services are provided by NYDIG Execution LLC (“NYDIG”). NYDIG is authorized by the New York State Department of Financial Services to engage in virtual currency business activity. To receive bitcoin services, you must open an account with NYDIG in which your bitcoin will be held (the “NYDIG Account”). You may only receive bitcoin services and establish a NYDIG Account if you meet the eligibility requirements for establishing a NYDIG Account, including residing or having a principal place of business in a state in which NYDIG supports bitcoin services. Please refer to NYDIG’s terms and conditions for more information, including the states in which NYDIG supports bitcoin services and the applicable NYDIG entity providing the services in each state.

Bitcoin balances in your NYDIG Account are not insured by the Federal Deposit Insurance Corporation (FDIC), the National Credit Union Share Insurance Fund (NCUSIF), the Securities Investor Protection Corporation (SIPC), or any other public or private insurer.

NYDIG does not make any recommendations regarding buying or selling bitcoin. There are risks associated with bitcoin trading. Additional information regarding the risks can be found in the terms and conditions for this program.