VERGO REWARDS TERMS AND CONDITIONS
The following Program (defined below) is only available to, and Rewards (defined below) are only redeemable by, businesses with North American Industry Classification System (NAIC) codes relevant to the home building and renovation industry as determined by Vergo. Businesses that do not have NAIC codes relevant to the home building and renovation industry (as determined by Vergo) are not eligible to participate in the Program or redeem Rewards.
These Vergo Rewards Terms and Conditions (these “Rewards Terms”) govern your use of the Vergo Reward Program (the “Program”) offered by Vergo Technology, Inc. (“Vergo," “our” or “we”), and describe how you may accrue, earn, redeem, and forfeit Rewards (defined below). When we use the words “you”, “your”, or “Company” in these Rewards Terms, it refers to any qualified legal entity that has opened an Account with Vergo and who has been approved to participate in the Program. This is a separate and independent agreement from the agreements with our Banking Providers, including the Vergo Business Deposit Agreement and the Vergo Business Visa Debit Cardholder Agreement available here. Vergo is a financial technology company, not a bank. The Account, Vergo VISA® debit card, and all banking services are provided by Blue Ridge Bank, N.A.
These Rewards Terms, as incorporated into the Agreement, include information about future changes to these Rewards Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. AS FURTHER SET FORTH IN THE AGREEMENT, EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION OF THE AGREEMENT, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Program Eligibility and Good Standing
In order to participate in the Program and to obtain Rewards (defined below), you must: (a) be a business with NAIC codes relevant to the home building and renovation industry as determined by Vergo; (b) open an Account with Vergo; (c) agree to the terms and conditions of the Vergo Policies; and (d) be otherwise approved by Vergo and its Banking Providers. You will automatically begin earning Rewards upon opening your Account and enrolling in the Program, subject to Vergo’s approval of such enrollment request. For the avoidance of doubt, businesses that do not have NAIC codes relevant to the home building and renovation industry (as determined by Vergo) are not eligible to participate in the Program or receive Rewards. Subject to the terms and conditions the Agreement, you may notify Vergo that you want to withdraw from the Program at any time, but note that this will also terminate your Account with Vergo. You cannot participate in the Program or earn Rewards (and your previously-earned and unredeemed Rewards may be forfeited) during any period in which your Account is not open or is not in Good Standing (defined below). “Good Standing” means an Account or Cards that is not designated by Vergo as lost, stolen, revoked or closed or is not otherwise in default of any of the terms of these Rewards Terms or the Agreement. Your Account must not be used for any illegal transactions. No Rewards will be retroactively applied to your Account for otherwise qualifying transactions occurring during any period in which your Account or Cards was not in Good Standing or when you were not enrolled in the Program. All Representatives and Users accruing or redeeming Rewards on behalf of Company must be affiliated with Company.
Eligible Net Purchases and Earnings Scale
By participating in the Program, you have the opportunity to earn and accrue rewards through the Program based on Net Purchases (defined below) (such rewards, the “Rewards”), according to the current earnings scale made available on the Site. Please note that any earnings scale and payment terms made available to you in the process of using or signing up for a Program are deemed part of these Rewards Terms.
“Net Purchases” means purchases of merchandise or services on your Account with Cards, less any returned or refunded merchandise credits or service credits posted to your Account. Net Purchases do not include purchases of prepaid cards and cash equivalents, cash advances, purchases paid with Rewards, illegal transactions, balance transfers, cash withdrawals, or any associated fees, payments, charges, traveler’s checks, money orders or associated fees, money transfers or other fees, gaming chips, or fees or premiums for coverage or insurance to protect the balances of an Account.
Merchants who accept the Cards are assigned a transaction merchant category code (MCC), which is determined by us, or by the merchant or its processor in accordance with card brand procedures based on the types of products and services such merchants or processors primarily sell. As such, even though a merchant may sell retail items that may be similar to retail items sold by another merchant, the merchants may not have the same merchant code, and therefore the purchases at the merchants may not be included in the same category for the purposes of earning Rewards. Merchant codes and categories can change at any time without notice. Depending on transaction merchant category codes or specific merchant, the number and types of Services you use from Vergo, your industry and location, how long you have been a Vergo customer, and other factors determined in Vergo’s sole discretion, some purchases will result in higher Rewards. Net Purchases must be submitted by merchants using the identified merchant category codes to qualify for earning Rewards. We are not responsible for incorrectly coded transactions. Vergo reserves the rights to remove merchants from the Program in its sole discretion including where required by local laws, rules, or regulations. Questions concerning eligible transactions and what constitutes Net Purchases will be determined in the sole discretion of Vergo.
In addition to the standard earnings scale set forth on the Site, you may earn Rewards as may be authorized by Vergo from time-to-time for special programs, promotions, benefit tiers, Rewards multipliers for certain merchants, or transactions (together, “Promotions”) that may be offered for limited time periods and for which additional terms and conditions may apply, which are incorporated herein by reference. Such Promotions may be offered for limited time periods as further set forth in the additional applicable terms and conditions for such Promotions, and are only available if your Account and Cards are in Good Standing.
Net Purchases made through third party payment accounts, mobile or wireless card readers, digital wallets or similar technology will not be eligible if the technology does not provide sufficient transaction details for Rewards qualification. Any Rewards partnerships Vergo has with third parties, including without limitation Tango Card, Inc., may also be subject to additional terms and conditions determined by such third parties. You are responsible for reviewing and understanding any such additional terms and conditions, and we disclaim any liability for claims that may arise in connection with such third parties. Vergo has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed by any third party partners. If there is a dispute between you and any third party, you agree that Vergo is under no obligation to become involved. Program suppliers and merchants are in no way affiliated with Vergo, nor are they considered sponsors or co-sponsors of this Program.
The accumulated Rewards you earn will be posted to your Account at the thirty (30) days after transactions are made with your Cards, and statements for your Account (“Statements”) will be made available through the Service at such time. Rewards earned in connection with an enrolled Account will be consolidated and reported in a single Account and Statement. Consolidation of Rewards into one Account and Statement will be based upon the person, as determined by Vergo, identified by name and social security number as the primary accountholder on each Account. The primary accountholder is the individual whose name appears first on the Account, as determined by Vergo’s records. Individual transactions forming the basis for awarding Rewards will not be shown on the Statement—only total Net Purchases and Rewards earned less any reductions for refunds, returns or adjustments, redeemed Rewards, and expiring Rewards will be displayed. The frequency, timing, content or layout of the Statements are subject to change from time-to-time at the discretion of Vergo with or without notice to you.
Once posted to your Account, these Rewards are available to you for redemption as further set forth below. There is no limit on the number of Rewards you can earn. If it has been more than thirty (30) days since the transaction and Rewards are not reflected on your Account, please contact customer service at email@example.com. Inquiries must be made within sixty (60) days of the transaction. Rewards cannot be combined with other discount or reward programs unless specifically authorized by us in writing.
You agree to notify Vergo promptly upon the receipt of your Statement of any errors relating to the addition or deletion of Rewards on your Account but in no event later than sixty (60) days after the error appeared on Statement. We reserve the right (but are not required) to correct inaccurate Rewards values represented in your Statement, and to adjust Rewards values at our sole discretion. If we do not credit, or improperly deny, Rewards to which you were otherwise entitled, then your exclusive remedy will be the issuance of the improperly denied Rewards, if available, or such other alternative benefit as we in our sole discretion may determine. Neither we nor any of our affiliates, agents or representatives have any other or additional liability to you or any other person for such error(s), subject to applicable law.
As set forth above, your Rewards shall be made available to you on your Account on a monthly basis starting thirty (30) days after you open an Account in accordance with these Rewards Terms. You may redeem any Rewards credited to your Account by using the Service. Your Rewards will not be available for Rewards Redemption (defined below) until posted to your Account regardless of the date of the transaction for which Rewards are earned. Your Rewards may only be redeemed if your Account and Cards are in Good Standing at the time of any Rewards Redemption.
All transactions for which Rewards are awarded to you will be in U.S. Dollars and rounded to the nearest cent for purposes of determining the number of Rewards to be awarded. Rewards may only be redeemed as a specific U.S. Dollar amount for either: (a) statement credit to your Account (“Cash Back Earnings”); or (b) gift cards from our third party partners, including without limitation Tango Card, Inc. (“Gift Card Redemptions”, together with Cash Back Earnings, “Rewards Redemptions”). Any Cash Back Earnings credited to your Account will not substitute for your payment obligations under the Agreement. Cash Back Earnings will generally be credited to your Account within two (2) business days of your redemption.
Rewards have neither cash value, surrender value, transfer value nor any other value of any kind until and to the extent they are actually redeemed by you and remitted to you Vergo. Rewards cannot be used to offset any amount due from you to Vergo on your Account. All Rewards Redemptions are final. The sale or barter of any Rewards, other than by Vergo, is expressly prohibited. The accrual and/or redemption of Rewards is void where prohibited by law. Vergo may rely on any oral or electronic Rewards Redemption instructions we are provided regardless of whether or not you personally stated or sent them. You agree that we are not liable for following instructions of anyone claiming to be you.
In the event you redeem Rewards and thereafter any transaction on your Account for which you previously obtained and used Rewards, in whole or in part, to obtain a Rewards Redemption is either refunded, credited or otherwise rescinded, Vergo may, at its discretion, withhold deduct such Rewards from future Rewards earned.
The value of Rewards will vary from time to time based on the Cards you are using, the types of purchases and merchants you are making purchases from using your Cards, and how you choose to use the Rewards, among other factors. Please see our Rewards Calculator here for a current calculation of Rewards (the “Rewards Calculator”). The information provided on the Rewards Calculator page can help you compare current Reward redemption values and find the redemption options that suit your needs, but any examples on the Rewards Calculator page are for illustrative purposes only. Keep in mind that some merchants participating in different Reward redemption channels may offer the same item for a different number of Rewards and, as noted above, participating merchants and available Rewards are subject to change without notice. Note also that the Rewards Calculator shows standard point values. Discounts and other Promotions that we may offer from time to time are excluded from the Rewards Calculator. Redemption options for Rewards and the value of Rewards can change or be discontinued at any time for any reason. You should review your redemption options carefully before deciding to redeem.
While Rewards do not expire, they may be cancelled or forfeited as further set forth in these Rewards Terms. There are no credits, exchanges or refunds on unused Rewards. All unredeemed Rewards on your Account will, on the day of Account closure, be forfeited if your Account is closed for any reason. We may temporarily or permanently suspend your ability to earn Rewards at any time, with or without cause or notice. Vergo reserves the right, in its sole discretion, to disqualify you or any authorized User or Representative on your Account from participation in the Program, and to cancel or invalidate any Rewards, or freeze your ability to redeem Rewards, as a result of at least (but not limited to) the following events: (a) any payments you owe to Vergo are past due; (b) your Account balance is negative for a period of time exceeding thirty (30) days or any other time, as determined by Vergo in its sole discretion; (c) your Account or Cards are in default under the Agreement or Rewards Terms, or otherwise not in Good Standing under these Rewards Terms; (d) you misuse the Program, the Services, or the Rewards; (e) you or we close your Account for any reason; (f) you cease to be a business with NAIC codes relevant to the home building and renovation industry as determined by Vergo; or (g) in cases of actual or suspected abuse, fraud, violations of the Rewards Terms or the Agreement, or any actual or suspected abuse or fraud with respect to your Account or Cards, or we otherwise suspect or believe you are or have engaged in activity that we deem to be abusive or “gaming” conduct under the Program, as determined in our sole discretion. Where we determine, in our sole discretion, that you no longer satisfy the requirements for participation in the Program, we may disqualify you and you may lose any Rewards that you may have accrued. If you do forfeit Rewards, we may allow you to regain these Rewards in our sole discretion, and we may charge a fee or require you to pay all amounts owed to us, or place other conditions for doing so.
Authorization to Access Account and Card Data on Your Behalf
For the purposes of the foregoing, Vergo is acting as an agent of our Banking Provider, Blue Ridge Bank, N.A.
Unless specifically noted that such trademarks or service marks belong to a third party, as between the parties, all trademarks, service marks, trade names, logos, design patterns, and other content and graphics used by Vergo in connection with this Program, including the Program design, are Vergo Content and Vergo retains the sole and exclusive right, title, and interest thereto. No use of such Vergo Content may be made without the prior written authorization of Vergo. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Vergo Content you access through the Program, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Vergo Content not owned by you.
You will be responsible for determining, reporting, and paying any federal, state or local taxes, fees or other charges, if any, that may be imposed by any governmental or regulatory authority on Rewards obtained through the Program, whether or not such taxes, fees or other charges are imposed at the time of redeeming Rewards or subsequently. Vergo will not report any income or earnings related to Rewards to a taxing authority, except where expressly required by law. Should Vergo be required to report taxes, tax reporting, if any, will be made to the tax ID number of the Account holder based on our records.
You agree to indemnify and hold Vergo and its licensors, suppliers, service providers, partners, parent, subsidiaries or affiliated entities, including without limitation Banking Providers, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (all such parties together, the “Vergo Parties”) any and all claims, causes of action, suits or proceedings, as well as any liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to your or an authorized User’s or Representative’s: (a) use or misuse of the Program or Rewards or intentional misconduct; (b) violation of these Rewards Terms; (c) violation of any applicable law, rule or regulation; (d) interaction with merchants and other third parties through the Program; or (e) violation of any other party’s right, including without limitation any right of privacy or intellectual property rights.
THE VERGO PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED CONCERNING THE PROGRAM OR REWARDS, AND THE VERGO PARTIES WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY, OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE PROGRAM OR ANY CLAIMS, ACTIONS, SUITS PROCEDURES, COSTS, EXPENSES, DAMAGES OR LIABILITIES ARISING OUT OF USE OF, OR IN ANY WAY RELATED TO YOUR PARTICIPATION IN THE PROGRAM OR USAGE OF ANY REWARDS, OR CHANGES IN THE REWARDS TERMS. THE VERGO PARTIES ARE FURTHER NOT RESPONSIBLE OR LIABLE FOR ANY FINANCIAL LOSS, PERSONAL INJURY, PROPERTY LOSS OR DAMAGE, OTHER LOSS, ACCIDENT, DELAY, OR INCONVENIENCE, WHICH YOU MAY SUFFER BY REASON OF ANY ACT, DEFAULT, NON-PERFORMANCE OR WRONGFUL, CARELESS, NEGLIGENT, OR UNAUTHORIZED ACT OR OMISSION OF ANY PROGRAM SUPPLIER OR MERCHANT, ITS EMPLOYEES, OR ANY THIRD PARTY, NOR ANY DISPUTES BETWEEN YOU AND A MERCHANT RELATING TO A TRANSACTION OR GOODS OR SERVICES. THE PROGRAM AND REWARDS ARE PROVIDED BY VERGO (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE PROGRAM OR REWARDS WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE), SHALL THE VERGO PARTIES BE RESPONSIBLE OR LIABLE TO YOU, OR ANYONE CLAIMING THROUGH YOU OR ON YOUR BEHALF, FOR: (I) ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST REVENUE, LOST PROFITS, OR LOST OPPORTUNITY ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE PROGRAM OR YOUR OR AN AUTHORIZED USER’S OR REPRESENTATIVE’S USE OF THE PROGRAM OR THE REWARDS, EVEN IF VERGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
These Rewards Terms, as incorporated into and in addition to the Agreement, constitute the entire agreement between you and Vergo with respect to the subject matter described herein, and supersede all prior agreements or representations, written or oral, concerning the subject matter herein; provided, however, nothing herein modifies the terms and conditions of the Agreement. In the event of any conflict between the terms of the Agreement and these Rewards Terms, the Rewards Terms shall govern solely to the extent of such conflict. Rewards are not your property and may not be assigned or transferred to any person (including upon death or as a part of a domestic relations matter). You may not assign any of your rights or obligations under these Rewards Terms, in whole or in part, without our prior written consent. We may assign our rights and/or obligations under these Rewards Terms, in whole or in part, without your consent. Any waiver, modification, or indulgence that we provide to you, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under these Rewards Terms for any other or future acts, events, or conditions. Further, any delay by Vergo in enforcing our rights under these Rewards Terms does not constitute forfeiture of such rights. If any provision of these Rewards Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Rewards Terms shall otherwise remain in full force and effect and enforceable. Any claim or dispute arising from or relating to these Rewards Terms or to the Program will be governed by and construed in accordance with Delaware law (without regard to its conflicts of law principles) and as applicable, federal law, and any claims, disputes, or controversies arising out of or relating in any way to: (a) these Rewards Terms; (b) the Program; (c) Rewards; (d) your use of Rewards or Account; (e) advertisements, promotions or oral or written statements related to the Program; or (f) the benefits and services related to the Program, no matter how described, pleaded or styled, shall be resolved in accordance with the terms and conditions of the Agreement.
Changes to these Reward Terms
Vergo reserves the right, in its sole discretion, to suspend, cancel or modify the Program at any time and for any reason and without prior notice. Vergo further reserves the right, in its sole discretion, to add, delete, change or revise the Rewards Terms with or without notice to you, including, but not limited to: (a) qualifications for participation in the Program; (b) restrictions or exclusions of certain types of transactions, purchasing categories, and merchants; (c) earnings scale for Rewards; (d) Program features or procedures; (e) Rewards Redemption options; (f) the imposition or discontinuance of special promotions or offers; (g) additions, deletions or revisions of Rewards offered; (h) revisions of the number of Rewards required for Rewards to be redeemed; (i) revisions of Rewards caps; (j) limitations or expiration periods; (k) revisions to disqualifying events; or (l) Rewards offerings with third parties.
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