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Upgrade Bitcoin Rewards Program

Terms and Conditions

The Bitcoin Rewards Program (“Program”) allows participating Upgrade Bitcoin Rewards Card (“Upgrade Card”) customers to earn rewards (“rewards”) in the form of bitcoin (“bitcoin”) as described below and 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 Execution LLC (“NYDIG”). Rewards associated with the Upgrade Card, when applicable, are provided by Upgrade, however Upgrade does not engage in any bitcoin services. Bitcoin services and accounts are provided by NYDIG. See NYDIG Terms. NYDIG does not support bitcoin services and accounts in all states. The Upgrade Card is issued by Sutton Bank, Member FDIC, pursuant to a license from Visa U.S.A. Inc., and subject to the Cardholder Agreement. 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 for Bitcoin. Earn a percentage back based on your enrolled card program, in rewards, denominated in bitcoin, the value of which can be applied to your Upgrade Card balance.

    1. Rewards Eligible Transactions. You can accrue rewards when You make payments on Your eligible purchases with Your Upgrade Card (“Your Upgrade Card Balance”). 

    2. Timing of Your Bitcoin Purchase. If You make a payment on Your Upgrade Card Balance more than five business days before Your then-current due date (“Due Date”), you will accrue rewards denominated in bitcoin and Upgrade will purchase the bitcoin within one business day of Your Due Date. However, if You make a payment towards your Upgrade Card balance five or fewer days before Your Due Date, you will accrue rewards denominated in bitcoin on the business day after Your next due date, unless we, in our discretion, purchase your bitcoin within one business day of Your Due Date. 

    3. NYDIG to Provide Bitcoin Services. Your bitcoin will be held by NYDIG on your behalf for purposes of this Program as described in the NYDIG Terms.

  1. Apply Bitcoin Proceeds to Your Upgrade Card Balance. You may sell Your bitcoin using the Upgrade interface to provide instructions to NYDIG. Once you sell Your bitcoin (after the deduction of transaction fees), You will be able to apply the sale proceeds as a statement credit to your outstanding Upgrade Card balance. The proceeds will reduce your outstanding Upgrade Card balance by the amount of such proceeds. You may only apply the proceeds of the sale of Your bitcoin minus any transaction fees (discussed below) to your then-outstanding Upgrade Card balance. Your bitcoin cannot be transferred to a separate wallet. You can sell your bitcoin at any time until termination of Your Upgrade Card account and/or closure of Your bitcoin account with NYDIG.

    1. Bitcoin Sale Transaction Fees. Your bitcoin sale transaction is subject to a 1.5% transaction fee that will be deducted from the sale proceeds. For example, if You instruct NYDIG to sell bitcoin worth $10, you would receive $9.85 in sale proceeds after $0.15 fees are deducted. 

    2. Bitcoin Price is Variable. The price of bitcoin (and the amount of bitcoin You receive) is variable; see NYDIG Terms for details.

  1. 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.

  2. Closing Your Account. To close Your Account, please contact 844-899-9931. If you have a bitcoin balance, You will need to sell Your bitcoin prior to or at the time of Your request to close your account. If (i) You close or cancel your Upgrade Card, (ii) 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 (iii) NYDIG terminates Your bitcoin account in accordance with NYDIG Terms, and you have a Bitcoin Rewards Program balance of bitcoin with NYDIG, NYDIG will sell all such bitcoin in your balance on your behalf and close your account with NYDIG. Following such sale, You can elect to have the proceeds applied to Your outstanding Upgrade Card balance or if the bitcoin sale proceeds exceed your outstanding Upgrade Card balance, You can request the proceeds be sent to you. If you close Your Account and have accrued Rewards but Upgrade has not purchased bitcoin for You pursuant to Section 1, any such Rewards will be forfeited.

  3. How You Can Lose Your Rewards. Upgrade may, in its sole discretion and consistent with the terms of the Cardholder Agreement, decline to allow You to accrue rewards. In addition, if you have already received your bitcoin rewards in Your NYDIG bitcoin account and Upgrade determines or suspects that Your Upgrade Card account has been the subject of fraud, misuse or abuse, then Upgrade may, in its sole discretion, offset any such rewards against future rewards.

  4. 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.

  5. 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. 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. 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 Your bitcoin. 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. You agree that Upgrade is not liable for any price fluctuations in bitcoin. (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 Your 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.

  6. 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.

  7. Tax; Tax Documentation. You will be solely responsible for any and all tax liability arising out of the rewards, Your bitcoin held by NYDIG, or the proceeds from selling Your bitcoin. 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 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.