Kinwell | Manage Everything for Mom & Dad

Master Services Agreement

Below are the disclosures and legal agreements that cover your use of our services, including this site. The documents are:

The Cardholder Agreement, which defines the rights and responsibilities of the account owner and his or her relationship with Redwood Federal Bank, the financial institution where your funds will be deposited. This agreement includes a disclosure of fees associated with the program, the privacy rights of the cardholder, and a required notice about Patriot Act identity verification.
The Kinwell Financial Software Service Agreement, which defines the administrator's responsibilities to the cardholder, the cardholder's acceptance of the administrator, and their relationship between Kinwell.
The e-Sign consent, which enables us to communicate with you electronically.
The website terms of service, and privacy policy, which every website is required to have to define how you may use the website and how we protect your privacy.

We encourage you to read all of them with care and make sure you fully understand them. If you have any questions, please don't hesitate to contact us or seek independent legal advice.

Your funds are eligible for FDIC insurance. Your funds will be held at or transferred to Redwood Federal Bank N.A., an FDIC-insured institution. Once there, your funds are insured up to $250,000 by the FDIC in the event the Bank fails, if specific deposit insurance requirements are met and we have been able to verify your identity. See fdic.gov/deposit/deposits/Charge.html for details.

Cardholder Agreement

This Cardholder Agreement, including the “List of All Fees”, and any Privacy Notice provided to you by us (collectively referred to as this “Agreement”), sets forth the terms of your Kinwell Visa® Charge Card. Please read it carefully and retain it for your records. Your Card is issued by Redwood Federal Bank N.A., St. Paul, MN 55103, Member FDIC pursuant to a license from Visa U.S.A., Inc.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A CARD ACCOUNT: To help the federal government fight the funding of terrorism and money laundering activities, the USA PATRIOT Act requires all financial institutions and their third parties to obtain, verify and record information that identifies each person who opens a card account. What this means for you: when you open a card account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.

Definitions. In this Agreement, the words “you” and “your” means the Card Owner and any Administrator and/or Authorized User of the Card. “Card Owner” means the person who qualified for and opened the Card Account and owns the funds in the Card Account. “Administrator” means the person authorized by the Card Owner to receive information about the Card Owner’s Card Account and to personalize spending actions using the Kinwell Financial Software Service. “Authorized User,” means any person issued a Card at the request of the Card Owner and authorized by the Card Owner to use the Card. “We", “us”, “our” means both Redwood Federal Bank and Kinwell Financial, Inc. The “Bank” and “Redwood Federal Bank” means the issuer of the Card. Kinwell Financial, Inc. is the service provider that markets and services your Card Account and the Kinwell Financial Software Service. “Card” means the Visa U.S.A., Inc. (“Visa”) plastic Charge card that is issued to you by us. "Card Account" means the custodial sub-account we maintain on your behalf to track your Card balance on deposit with us and record transactions made using your Card or by other means authorized by this Agreement. “Account Number” means the 13-digit number used to identify your Card Account. “Card Number” means the 16-digit number embossed on your Card. "Business days" are Monday through Friday, excluding federal holidays. Saturday, Sunday, and federal holidays are not considered business days, even if we are open. “PIN” means personal identification number. “Access Information” means collectively your PIN, online user name, password, challenge questions, and any other security information used to access your Card Account. The Kinwell Financial Software Service offered in connection with your Kinwell Visa Charge Card permits you, among other things, to authorize an Administrator to obtain information about your Card Account.

Agreement to Terms. By activating or using your Card (see “Activating Your Card” below), you agree to the terms of this Agreement. If you do not agree to the terms of this Agreement or do not want to use the Card, please destroy the Card at once by cutting it in half and call us at 1-800-299-5555 to cancel your Card Account. When any provision in this Agreement states that we may take certain actions, we may do so in our sole discretion. The terms of this Agreement are subject to amendment at any time in accordance with the “Change in Terms” below.

Charge Card. The Card is a Charge card. The Card allows you to access funds loaded or deposited to your Card Account by you or on your behalf. Your Card Account does not constitute a checking or savings account and is not connected in any way to any other account you may have. The Card is not a gift card, nor is it intended to be used for gifting purposes. The Card is not a credit card and may not provide the same rights to you as those available in credit card transactions. You will not receive any interest on the funds in your Card Account. The funds in the Card Account will be insured for the benefit of the Card Owner to the maximum limit provided by the Federal Deposit Insurance Corporation provided we have been able to verify your identity. Your funds will never expire, regardless of the expiration date on the front of your Card. The Card will remain the property of the Bank, must be surrendered upon demand and is nontransferable.

Administrator The Kinwell Financial Software Service (governed by the Kinwell Financial Software Services Agreement) offered in connection with your Kinwell Visa Charge Card permits the Card Owner to authorize another person (“Administrator”) to obtain information about your Card Account, take certain administrative actions with respect to your Card Account and assist you in personalizing spending actions or limitations. By way of example, and without limitation, the Kinwell Financial Software Service permits your designated Administrator to view past Card transactions, define rules for declining certain types of future Card transactions, receive alerts about transactions initiated with your Card, dispute transactions, initiate action to close your Card Account and transfer out the funds, order an additional or replacement Card, arrange for the deposit of your funds to your Card Account, initiate bill payment if a bill payment service is available, and generally administer your Card Account. We cannot verify the intentions or trustworthiness of your Administrator, so please do not authorize an Administrator to act on your behalf unless you are comfortable with this person administering your Card Account.

Liability for Acts of Administrators and Authorized Users. If you permit another person to have access to your Card, Card Number or Account Number, including Authorized Users and Administrators, you are liable for all transactions made with the Card, Card Number or Account Number, and all related fees incurred, by those persons. You must notify us at www.Kinwellcard.com or call us at 1-800-299-5555 to revoke permission for any person you previously authorized to use your Card or serve as an Administrator of your Card Account. Until we have received your revocation notice and have had a reasonable time to act on it, you are responsible for all transactions and fees incurred by you or any other person you have authorized to use or access your Card or Card Account. If you tell us to revoke another person’s use of your Card or access to your Card Account, we may revoke your Card and issue a new Card with a different Card Number and/or Account Number. You are wholly responsible for the use of each Card according to the terms of this Agreement.

Using Your Card, Card Number and Account Number. Subject to terms and limitations set forth in this Agreement, once you have activated your Card and we have verified your identity, you may use your Card, Card Number or Account Number, as applicable, to: (1) add funds to your Card Account (see “Adding Funds to Your Card Account”), (2) purchase goods or services wherever your Card is honored as long as you do not exceed the value available in your Card Account (see “Using Your Card for Purchases”), and (3) withdraw cash from your Card Account (see “Using Your Card to Get Cash”), as long as you do not exceed the available balance in your Card Account. There may be fees associated with some of these transactions (see the “List of All Fees” above for more details). Further, some of these services may not be available at all locations.

Each time you use your Card, Card Number or Account Number to purchase goods or services, obtain cash or initiate another type of funds transfer authorized by this Agreement, you authorize us to reduce the available balance in your Card Account by the amount of the transaction plus applicable fees, if any. You agree that you will: (i) not use your Card at gambling websites or to purchase illegal goods or services; (ii) promptly notify us of any loss or theft of your Card; (iii) promptly notify us of the loss, theft, or unauthorized disclosure of any Access Information used to access your Card Account information or Card funds; (iv) not use the Card for business purposes; and (v) use the Card only as permitted by us. The Card may not be accepted by certain merchants whose goods or services are not legal for minors. We may refuse to process any transaction that we believe violates the terms of this Agreement.

We will provide you our bank routing number and assign you a 13-digit Account Number. Our bank routing number and your 13-digit Account Number is available online at www.Kinwellcard.com by logging in to your Card Account, and will be provided to you with your Card. The bank routing number and your assigned Account Number are for the purpose of initiating direct deposits to your Card Account and authorized ACH debit transactions only. The 16-digit Card Number embossed on your Card should not be used for these types of transactions or they will be rejected. You are not authorized to use the bank routing number and Account Number to make a debit transaction with a paper check, check-by-phone or other item processed as a check, or if you do not have sufficient funds in your Card Account. These debits will be declined and your payment will not be processed and fees may apply.

PIN: A PIN is a four-digit code that may be used to make purchase transactions instead of signing for your transaction. Only one (1) PIN will be issued for the Card. To prevent unauthorized access to the Card balance, you agree to keep your PIN confidential. We recommend that you memorize your PIN and do not write it down. Some merchants may require you to make purchases using a PIN. You can call 1-800-299-7646 to reset your PIN.

Adding Funds to Your Card Account. You may add funds to your Card Account, called “loading”, at any time, subject to the limitations (see “Limitations on Card Usage” section). Merchants and banks may have additional limitations. We reserve the right to accept or reject any request to load value to your Card Account. The Card Account may only be loaded by the Card Owner or on your behalf. There may be a fee imposed by the originating bank or retailer for a load transaction. Loads are subject to appropriate anti-fraud verification. Certain delays may be required to assure funds are available for loads prior to crediting to your Card Account and making funds available to you. All loads must be made in U.S. dollars.

(1) Direct Deposit: You may arrange to have all or part of your paycheck, any Federal or state government benefit or payment (e.g., Federal tax refunds or social security payment) or other payments owing to you deposited directly to your Card Account by your employer or relevant payor. We do not charge a fee for this service. Once your Card has been activated, you may log in at www.Kinwellcard.com to obtain information about our Bank routing number and your assigned Account Number. The 16-digit Card Number embossed on your Card should not be used for initiating direct deposits or your deposits will be rejected. You must enroll with your payor using the Bank routing number and Account Number that we will provide to you. If you arrange to have direct deposits made to your Card Account at least once every sixty (60) days from the same person or company, you can call us at 1-800-299-7646 or log in to your Card Account information at www.Kinwellcard.com to find out whether or not the deposit has been made. You may cancel the direct deposit authorization at any time by sending a written notice to your payor and providing the payor and the Bank sufficient time to act upon the notice before the next scheduled transfer date.

(2) ACH Transfer: You may transfer funds to your Card Account from an eligible checking or savings account held by you at a U.S. financial institution by means of an Automated Clearing House ("ACH”) transaction. By requesting such a transfer, you represent that you are the owner of such bank account and, if there are additional owners, you are authorized by them to withdraw or add funds and take all other actions required or permitted by this Agreement. When you provide us with your bank account information, we may verify your authority and/or access to the bank account you identify.

Using Your Card for Purchases: You can use your Card to purchase goods and services everywhere Visa Charge cards are accepted, subject to the limitations (see “Limitations on Card Usage” section). If you do not have enough funds available in your Card Account for the entire purchase, you can instruct the merchant to charge part of the purchase to your Card Account and pay the remaining amount with other funds. These are called split transactions and some merchants do not permit them. If a merchant attempts to process a transaction for more than the value available in your Card Account, or if the transaction will cause the purchase limit we have established to be exceeded, then the transaction will be declined. Unusual or multiple purchases may prompt a merchant inquiry or card suspension to allow us to investigate such unusual activity.

If you use your Card Number or Account Number without presenting your Card (such as for mail order, telephone or Internet purchases), the legal effect will be the same as if you used the Card itself. For mail order, telephone, Internet or other card-not-present purchases, merchants may choose to route a transaction through as a PIN or signature purchase. In these circumstances, we recommend that you ask the merchant whether your transaction will be routed as a PIN or signature transaction, to the extent we assess different fees for PIN and signature purchase transactions (see "List of All Fees" above for applicable fees).

When you use your Card Account to pay for goods or services, certain merchants may ask us to authorize the transaction in advance and may estimate its final value. When we authorize the transaction, we commit to make the requested funds available when the transaction finally settles and may place a temporary hold on your Card’s funds for the amount indicated by the merchant (which may be more than the final settled transaction amount). If you use your Card at a restaurant, a hotel, for a car rental purchase, or for similar purchases, the merchant may preauthorize the transaction amount for the purchase amount plus up to 20% more to ensure there are sufficient funds available to cover tips or incidental expenses incurred. Transactions at certain merchants that authorize high dollar amounts, especially rental car companies and hotels, may cause an “authorization” or “hold” on your available balance for up to thirty (30) days. Until the transaction finally settles or we determine that it is unlikely to be processed, the funds subject to the hold will not be available to you for other purposes. We will only charge your Card Account for the correct amount of the final transaction, however, and will release the hold on any excess amount when the transaction finally settles.

Negative Balance. You acknowledge and agree that the value available in your Card Account is limited to the funds that have been loaded to your Card Account by you or on your behalf. Each time you use your Card, you authorize us to reduce the value available in your Card Account by the amount of the transaction and any applicable fees. You may not initiate transactions exceeding the available balance in your Card Account. Nevertheless, if any fees, transaction fees from merchants or other activity cause your Card Account to have a negative balance, you agree to pay us immediately for the full amount of the negative balance without further demand. We do not offer an overdraft or other credit feature with this Card. We may deduct the negative balance owing from any current or future funds loaded to your Card Account you activate or maintain with us. If your Card Account has a zero or negative balance, we may, at our option, cancel your Card Account without notice.

Preauthorized Payments from Your Card. You may preauthorize a merchant to make recurring electronic funds transfers from your Card Account. If these regular payments vary in amount, the person you are going to pay will tell you ten (10) days before the payment is due when it will be deducted from your Card Account value and how much it will be. If you have told us in advance to make regular, recurring payments from your Card Account, you can stop any of these payments by calling us at 1-800-299-555, emailing us at support@Kinwellcard.com, or writing to us at Kinwell Financial, Inc., PO Box 134, San Francisco, CA 94104 in time for us to receive your request at least three (3) business days or more before the payment is scheduled to be made. If you call, we may also require you to put your request in writing and get it to us within fourteen (14) days after you call. If you order us to stop one of these payments three (3) business days or more before the transfer is scheduled, and we do not do so, we will be liable for your losses or damages.

Refunds for Purchases Made with the Card. Any refund for goods or services purchased with the Card Account will be made in the form of a credit to the Card. You are not entitled to receive a cash refund.

Disputes with Merchants. We are not responsible for the delivery, quality, safety, legality or any other aspect of goods and services that you purchase from others with a Card. All such disputes should be addressed to the merchants from whom the goods and services were purchased.

Reversal. Point of sale transactions cannot be reversed. If you authorize a transaction and then fail to make a purchase of that item as planned, the approval may result in a hold of funds equal to the estimated purchase amount, for up to seven (7) days.

List of All Fees. We will charge you, and you agree to pay, the fees and charges set forth in the "List of All Fees" above. You may also log in at www.Kinwellcard.com to view a complete list of fees. We generally deduct fees and charges from the Card Account at the time a fee or charge is incurred. The owners of ATMs or other networks may impose an additional charge to use their terminals. Such other fees and charges may be deducted from your Card Account. If you request a service that is not included (see "List of All Fees" above for applicable fees) and if there is a fee for such service it will be disclosed at that time, and you agree that any such fee may be deducted from your Card Account.

Card Account Balance and Transaction History. You can obtain information about the amount of money you have remaining in your Card Account by calling 1-800-299-5555. You may also obtain your balance information, along with a 12-month history of your Card Account transactions, at no charge by logging in to your Card Account at www.Kinwellcard.com. You also have the right to obtain at least 24 months of written history of your Card Account transactions by calling 1-800-299-5555, or by writing us at Kinwell Financial, Inc., PO Box 134, San Francisco, CA 94104.

Foreign Transactions. If you obtain your funds (or make a purchase) in a currency other than U.S. dollars, the amount deducted from your funds will be converted by Visa into U.S. dollars. Visa will establish a currency conversion rate for this convenience using a rate selected by Visa from the range of rates available in wholesale currency markets for the applicable central processing date which may vary from the rate Visa itself receives, or the government-mandated rate in effect for the applicable central processing date, in each instance. Fees may apply for foreign transactions (see "List of All Fees" for applicable fees).

Change in Terms. Subject to the requirements and limitations of applicable law, we may at any time add to, delete or change the terms of this Agreement without advance notice to you except as required by law. Advance notice may not be given if we need to make the change immediately in order to maintain or restore the security of your Card or Card Account or any related payment system.

Cancellation and Suspension. We reserve the right, in our sole discretion, to limit your use of the Card. We may refuse to issue a Card Account or may revoke or suspend your Card Account privileges with or without cause or notice, other than as required by applicable law. If you would like to cancel the use of your Card, contact us at 1-800-299-5555 or www.Kinwellcard.com. You agree not to use or allow others to use an expired, revoked, cancelled, suspended or otherwise invalid Card. Our cancellation of Card Account privileges will not otherwise affect your rights and obligations under this Agreement. Unless you have engaged in fraud or other illegal activities using your Card, if your Card Account privileges are cancelled or suspended, you may request the unused balance to be returned to you via a check.

Card Expiration/Settlement. Subject to applicable law, you may use the Card only through its expiration date, which is stated on the front of the Card. If you attempt to use the Card or add funds to your Card Account after the expiration date, the transactions may not be processed. If there is a balance remaining in your Card Account upon expiration, a new Card may be issued to you. You must activate any newly issued Card in order to access the funds in your Card Account. If we do not choose to issue a new Card to you or if we cancel your Card Account for any reason, we will attempt to refund to you the balance remaining in your Card Account less any amounts owed to us (e.g., fees and charges). A check made payable to you will be mailed to you.

Information Given to Third Parties. We may disclose information (including personally identifiable information) to third parties about you, the Card, your Card Account and the transactions related to the Card or Card Account: (i) where it is necessary or helpful for completing a transaction; (ii) in order to verify the existence and condition of the Card or Card Account for a third party (e.g., a merchant); (iii) in order to comply with any law or to comply with requirements of any government agency or court order; (iv) if you give us your written consent; (v) to service providers who administer the Card or the Card Account or perform data processing, records management, collections, and other similar services for us, in order that they may perform those services; (vi) in order to prevent, investigate or report possible illegal activity; (vii) in order to issue authorizations for transactions on the Card; (viii) in accordance with our Privacy Policy; and (ix) as otherwise permitted by law. Information Security: Only those persons who need it to perform their job responsibilities are authorized to have access to Cardholder Information. In addition, we maintain physical, electronic, and procedural security measures that comply with federal regulations to safeguard Cardholder Information. Please see the Bank’s Privacy Policy for further details.

We are required to periodically report certain Card information to the Visa Charge Clearinghouse Service (PCS) to assist in fraud prevention. Please contact PCS Customer Service for details regarding the information reported and on file with PCS.

Visa Charge Clearinghouse Service Customer Service Department
5005 Rockside Road, Suite 600-27
Independence, OH 44131 PH
Phone (844)263-2111
Fax (844)432-3609

PCS Customer Service Department's business hours are Monday – Friday, 9:00 a.m. – 5:00 p.m. Eastern Time.

Website Availability. Although considerable effort is expended to make the website and other means of communications and access available around the clock, we do not guarantee or warrant that these forms of access will be available and error free at all times. You agree that we will not be responsible for temporary interruptions in service due to maintenance, website changes, or failures, nor shall we be liable for extended interruptions due to failures beyond our control, including but not limited to the failure of interconnecting and operating systems, computer viruses, pandemics, forces of nature, labor disputes and armed conflicts. We shall not be responsible to you for any loss or damages suffered by you as a result of the failure of systems and software used by you to interface with our systems or systems and software utilized by you to initiate or process banking transactions, whether such transactions are initiated or processed directly with our systems or through a third party service provider. You acknowledge that you are solely responsible for the adequacy of systems and software utilized by you to process banking transactions and the ability of such systems and software to do so accurately.

Protecting Your Access Information. To prevent unauthorized access to your Card and Card Account, you agree to keep your Access Information confidential. We recommend that you memorize your Access Information and do not write it down. If you believe the security of your Access Information has been compromised in any way (for example, your password has been lost or stolen, someone has attempted to use our website under your user name without your consent, or your Card has been accessed), you must notify us immediately. Under certain circumstances, we may deny your access to our website in order to maintain or restore security or performance of the website. We may do so if we reasonably believe your Access Information has been or may be obtained or is being or may be used by an unauthorized person. We may try to notify you in advance, but cannot guarantee we will do so.

How to Notify Us of Lost or Stolen Card, PIN or Unauthorized Transfers. If you believe your Card or any other Access Information has been lost or stolen, IMMEDIATELY call: 1-800-299-5555 or write: Kinwell Financial, Inc., PO Box 581, San Francisco, CA 94104. You should also IMMEDIATELY call the number or write to the address listed above if you believe a transfer has been made using the information from your Card or Access Information without your permission.

Your Liability for Unauthorized Transfers. Tell us IMMEDIATELY if you believe your Card or Access Information has been lost or stolen or if you believe that an electronic funds transfer has been made without your permission. Telephoning us at 1-800-299-5555 is the best way to minimize your possible losses. You could lose all the money in your Card Account. You agree that any unauthorized use does not include use by a person to whom you have given authority to use or access your Card Account or Access Information and that you will be liable for all such uses and funds transfers by such person(s).

If you tell us within two (2) business days after you learn of the loss or theft of your Card or Access Information you can lose no more than $50 if someone used your Card or Access Information without your permission. If you do NOT tell us within two (2) business days after you learn of the loss or theft of your Card or Access Information and we can prove we could have stopped someone from using your Card or Access Information without your permission if you had told us within this time frame, you could lose as much as $500 if someone used your Card or Access Information without your permission.

Also, if your electronic history shows transactions that you did not make, including those made by Card, Access Information or by other means, tell us IMMEDIATELY. If you do not tell us within 60 days after your account statement was made available to you, you may not get back any money you lost after this period if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from learning of the unauthorized transaction and telling us, we will extend the time periods for a reasonable period in our sole discretion.

Additional Limits on Liability Under Visa Rules.

Under Visa Rules, unless you have been grossly negligent or have engaged in fraud you will not be liable for any unauthorized transaction using your lost or stolen card. This additional limit on liability does not apply to ATM transactions or to transactions using your PIN which are not processed by Visa.

Our Liability for Failing to Make Transfers. If we do not complete a transaction to or from your Card Account on time or in the correct amount according to our Agreement with you, we may be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

if, through no fault of ours, your Card funds are insufficient for the transaction or are unavailable for withdrawal (for example, because there is a hold on your funds or your funds are subject to legal process);
if a computer system, ATM, or POS terminal was not working properly and you knew about the problem when you started the transaction;
if the ATM where you are making the transfer does not have enough cash;
if a merchant refuses to honor your Card;
if circumstances beyond our control (such as fire, flood, terrorist attack or national emergency) prevent the transaction, despite reasonable precautions that we have taken;
if any failure or malfunction is attributable to your equipment, to merchant or ATM equipment, or to any internet service or payment system;
if you attempt to use a Card that has not been properly activated;
if your Card or Access Information has been reported as lost or stolen, if your Card Account has been suspended by us, or we have reason to believe the transaction is not authorized by you;
if you or your Administrator have specifically requested us to decline certain transactions in your card account settings; or
as otherwise provided in this Agreement.

Information about Your Right to Dispute Errors. In case of errors or questions about your Card Account, please contact us as soon as possible at 1-800-299-5555 or write to us at Kinwell Financial, Inc., PO Box 134, San Francisco, CA 94104. We must allow you to report an error until 60 days after your account statement was made available to you for the transfer allegedly in error that was credited or debited to your Card Account. You may request a written history of your transactions at any time by contacting us at the telephone number or address above. You will need to tell us: (1) your name; (2) your Card Number, (3) why you believe there is an error, (4) the dollar amount involved, and (5) approximately when the error took place. If you tell us orally, we may require that you send us your complaint or question in writing within ten (10) business days. We will determine whether an error occurred within ten (10) business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to forty-five (45) days to investigate your complaint or question. If we decide to do this, we will provisionally credit your Card Account within ten (10) business days for the amount you think is in error, so that you will have the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within ten (10) business days, we may not credit your Card Account. For errors involving new accounts, point-of-sale, or foreign-initiated transactions, we may take up to ninety (90) days to investigate your complaint or question. For new accounts, we may take up to twenty (20) business days to provisionally credit your Card Account for the amount you think is in error. We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation. If you need more information about our error-resolution procedures, call us at the telephone number shown above.

Questions. Kinwell Financial, Inc., as the third party that administers the Card program, is responsible for customer service and for resolving any errors in transactions made with your Card. If you have questions regarding your Card, you may call 1-800-299-5555 or write Kinwell Financial, Inc., PO Box 134, San Francisco, CA 94104 or visit www.Kinwellcard.com.

Communications. We may contact you from time to time regarding your Card Account. We may contact you in any manner we choose unless the law says that we cannot. For example, we may:

contact you by mail, telephone, email, fax, recorded message, text message, email or personal visit;
contact you by using an automated dialing or similar device ("Autodialer");
contact you at your home and at your place of employment;
contact you on your mobile telephone;
contact you at any time, including weekends and holidays;
contact you with any frequency;
contact either you or your Administrator, at our option, about any matter;
leave prerecorded and other messages on your answering machine/service and with others; and
identify ourselves, your relationship with us and our purpose for contacting you even if others might hear or read it.

Our contacts with you about your Card Account are not unsolicited and might result from information we obtain from you or others. We may monitor or record any conversation or other communication with you. Unless the law says we cannot, we may suppress caller ID and similar services when contacting you regarding your card. When you give us your mobile telephone number, you hereby expressly agree that we or any third party acting on our behalf may contact you at this number, including through the use of an Autodialer or prerecorded message. You may request this number not be used by calling 1-800-299-5555 or write Kinwell Financial, Inc., PO Box 134, San Francisco, CA 94104 or visit www.Kinwellcard.com.

We may offer options that allow you to receive or access text messages or other electronic communications or Card Account alerts from your mobile phone. By enrolling for these types of communications, you understand and agree to be responsible for any fees or charges you incur as a result of this enrollment.

If you ask us to discuss your Card Account with someone else, you must provide us with documents that we ask for and that are acceptable to us.

Change of Address: If any of your contact information changes (e.g. physical address, mailing address, e-mail address, phone number or your name), you must notify us immediately. Failure to promptly notify us of changes in your contact information may result in information regarding the Card or Card Account being mailed to the wrong person or your transactions being declined. Any notice given by us shall be deemed given to you if mailed to you at the last U.S. mail address or electronically delivered to the last email address for the Card Account furnished by you. You agree that we may accept changes of address from the U.S. Postal Service. You also agree that if you attempt to change your address to a non-U.S. address, your Card Account may be cancelled and funds returned to you in accordance with this Agreement.

Governing Law, Court Proceedings, Damages, Arbitration: Except as set forth in the Waiver of Jury Trial and Arbitration Agreement below, (1) this Agreement will be governed by, construed and enforced in accordance with federal law and the laws of the State of Minnesota; (ii) any action or proceeding with respect to this Agreement or any services hereunder shall be brought only before a federal or state court in the State of Minnesota; and (iii) you agree to pay upon demand all of our costs and expenses incurred in connection with the enforcement of this Agreement. If we are served garnishments, summonses, subpoenas, orders or legal processes of any type, we are entitled to rely on the representations therein and may comply with them in our own discretion without regard to jurisdiction.

Agreement to Arbitrate. You and we (defined below) agree that any Dispute (defined below) will be resolved by Arbitration. This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and the substantive law of the State of Minnesota (without applying its choice-of-law rules).

What Arbitration Is. "Arbitration" is a means of having an independent third party resolve a Dispute. A "Dispute" is any claim or controversy of any kind between you and us. The term Dispute is to be given its broadest possible meaning and includes, without limitation, all claims or demands (whether past, present, or future, including events that occurred prior to your application for a Redwood Federal Bank account or Card and whether or not a Redwood Federal Bank Visa Charge card is provided to you, based on any legal or equitable theory (contract, tort, or otherwise) and regardless of the type of relief sought (i.e., money, injunctive relief, or declaratory relief). A Dispute includes, by way of example and without limitation, any claim based upon a federal or state constitution, statute, ordinance, regulation, or common law, and any issue concerning the validity, enforceability, or scope of this arbitration agreement.

For purposes of this arbitration agreement, the terms "you" and "your" include any Authorized User, Administrator, co-signer, co-obligor, or guarantor and also your heirs, guardian, personal representative, or trustee in bankruptcy. For the purpose of this arbitration provision, the terms "we," "our," and "us" mean the Bank and Kinwell Financial, Inc. and their respective employees, officers, directors, members, managers, attorneys, affiliated companies, predecessors, and assigns as well as the marketing, servicing, and collection representatives and agents of either or both.

How Arbitration Works. If a Dispute arises, the party asserting the claim or demand must initiate arbitration, provided you or we may first try to resolve the matter informally or through customary business methods, including collection activity. The party filing an arbitration complaint must choose either of the following arbitration firms for initiating and pursuing arbitration: The American Arbitration Association ("AAA") or JAMS, The Resolution Experts. If the parties mutually agree, a private party, such as a retired judge, may serve as the arbitrator. If you claim you have a Dispute with us, but do not initiate arbitration or select an arbitrator, we may do so. You may obtain copies of the current rules of each of the arbitration firms and forms and instructions for initiating arbitration by contacting them as follows:

American Arbitration Association
Web site: www.adr.org
Telephone (800) 778-7879

JAMS, The Resolution Experts
Web site: www.jamsadr.com
Telephone (949) 224-1810 or (800) 352-5267

In the event both AAA and JAMS are unavailable to decide a Dispute, the parties agree to select another neutral party experienced in financial matters to decide the Dispute. If such an independent arbitrator cannot be found, the parties agree to submit any Dispute to a state or federal judge, sitting without a jury, for resolution on an individual and not a class-wide basis.

The policies and procedures of the selected arbitration firm will apply provided such policies and procedures are consistent with this arbitration agreement. To the extent the arbitration firm's rules or procedures are different than the terms of this arbitration agreement, the terms of this arbitration agreement will apply.

What Arbitration Costs. No matter which party initiates the arbitration, we will advance or reimburse filing fees and other costs or fees of arbitration, provided each party will be initially responsible for its own attorneys' fees and related costs. Unless prohibited by law, the arbitrator may award fees, costs, and reasonable attorneys' fees to the party who substantially prevails in the arbitration.

Location of Arbitration. Unless you and we agree to a different location, the arbitration will be conducted in the county where you reside.

Waiver of Rights. You are waiving your right to a jury trial, to have a court decide your Dispute, to participate in a class action lawsuit, and to certain discovery and other procedures that are available in a lawsuit. You and we agree that the arbitrator has no authority to conduct class-wide arbitration proceedings and is only authorized to resolve the individual Disputes between you and us. The validity, effect, and enforceability of this waiver of class action lawsuit and class-wide arbitration, if challenged, are to be determined solely by a court of competent jurisdiction and not by the AAA, JAMS, or an arbitrator. If such court refuses to enforce the waiver of class-wide arbitration, the Dispute will proceed in court and be decided by a judge, sitting without a jury, according to applicable court rules and procedures, and not as a class action lawsuit. The arbitrator has the ability to award all remedies available by statute, at law, or in equity to the prevailing party.

Applicable Law and Review of Arbitrator's Award. The arbitrator shall apply applicable federal and Minnesota substantive law and the terms of this Agreement. The arbitrator must apply the terms of this arbitration agreement, including without limitation the waiver of class-wide arbitration. The arbitrator shall make written findings and the arbitrator's award may be filed with any court having jurisdiction. The arbitration award shall be supported by substantial evidence and must be consistent with this Agreement and with applicable law, and if it is not, it may be set aside by a court. The parties shall have, in addition to the grounds referred to in the Federal Arbitration Act for vacating, modifying, or correcting an award, the right to judicial review of (a) whether the findings of fact rendered by the arbitrator are supported by substantial evidence and (b) whether the conclusions of law are erroneous under the substantive law of Minnesota and applicable federal law. Judgment confirming an award in such a proceeding may be entered only if a court determines that the award is supported by substantial evidence and is not based on legal error under the substantive law of Minnesota and applicable federal law.

Survival. This arbitration provision shall survive: (1) cancellation, payment, charge-off, or assignment of this Agreement; (2) the bankruptcy of any party; and (3) any transfer, sale, or assignment of this Agreement, or any amounts owed under this Agreement, to any other person or entity.

Right to Opt-Out. If you do not wish to agree to arbitrate all Disputes in accordance with the terms and conditions of this section, you must advise us in writing at the following address by either hand delivery or a letter postmarked within thirty (30) days following the date you enter into this Agreement. You may opt-out without affecting your application or cardholder status.

Redwood Federal Bank
P.O. Box 4345
Saint Paul, MN 55103

Assignability. We may assign or transfer our rights and obligations under this Agreement at any time without prior notice to you. The Card Account established under this Agreement is not assignable or transferable by you. Notwithstanding the foregoing, this Agreement shall be binding on you, your Authorized Users and Administrators, your heirs, your executors, administrators, guardians, personal representatives, or trustee in bankruptcy.

Miscellaneous Provisions: We do not waive our rights by delaying or failing to execute them at any time. To the extent permitted by law and as permitted by the Waiver of Jury Trial and Arbitration above, you agree to be liable to us for any loss, costs, or expenses that we may incur as a result of any dispute or legal proceeding involving your Account. If a court finds any provision of this Agreement invalid or unenforceable, such finding shall not make the rest of this Agreement invalid or unenforceable. To the fullest extent possible, any such provision shall be deemed to be modified so as to be rendered enforceable or valid; however, if such provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable.

Kinwell Financial Software Service Agreement ("Software Service Agreement")

Please read this Software Service Agreement carefully and retain it for future reference.

Introduction. This agreement (the “Software Service Agreement”) outlines the terms and conditions governing the Kinwell Financial Service (“Service”) offered in connection with the use of the Kinwell Financial, Inc. (“Kinwell” or the “Company”) software platform (the “Platform”) associated with the Kinwell Visa Charge Card. Please consult the Cardholder Agreement You received with Your Kinwell Visa Charge Card for the terms and conditions that apply to Your use of the Kinwell Visa Card(s).

Definitions. In this Software Service Agreement, the following terms are defined:

"Account Owner" or "Card Owner" means the person who qualified for the Kinwell Visa Card Account and owns the funds in the Kinwell Visa Card Account.

“Administrator(s)” means the person or persons authorized to personalize the spending actions on the Platform, and the person or persons authorized by the Card Owner to receive information about the Kinwell Visa Card, the Cardholder and Kinwell Visa Card activity (See Paragraph 2. below for more information on the roles and responsibilities of Administrators).

“Authorized User” means the person or persons, including the Cardholder, who have received a Kinwell Visa Card at the request of the Card Owner or Administrator and is/are authorized to use the Card.

"Card” or “Kinwell Visa Card” means the Visa U.S.A., Inc. (“Visa”) Charge card that is issued under the Cardholder Agreement.

“Cardholder” means the person permitted to use the Card, including an Authorized User, who authorized the Administrator to act on their behalf in relation to the Kinwell Visa Card and the Platform.

“Card Account” means the custodial sub-account maintained to track the Card balance and record transactions made using the Kinwell Visa Card.

"Non-Administrator Third-Party Platform User" means a person or team of persons who are granted more limited (and primarily view-only) access to the Platform by the Administrator. (See Paragraph 2 below for more information on the roles and responsibilities of Non-Administrator Third-Party Platform Users).

“Service” means the use of the Kinwell Software Platform (also referred to as the “Platform”), including access to customer service.

“We”, “Us” or “Our” means Kinwell Financial, Inc. (also referred to in this Agreement as the “Company”).

“You” or “Your” means the Card Owner, the Cardholder, the Administrator, and/or any Authorized User of the Kinwell Visa Card.

This Software Service Agreement explains the relationship between You and Us and is a binding legal contract governing Your and Our rights, obligations and responsibilities in connection with the Service (including an agreement to resolve disputes by Arbitration, set forth in Paragraph 21.).

Binding Agreement. By ordering, activating or using the Kinwell Visa Card or Service, You acknowledge receipt of this Software Service Agreement and agree to be bound by the terms and conditions contained herein. Except as otherwise required by law, We may, in Our sole discretion, modify this Software Service Agreement at any time by posting the modifications on Our website at www.Kinwellfinancial.com. Except as otherwise required by law, use of the Kinwell Visa Card and/or the Service, after a posting of such modifications shall bind You to the latest version of the Software Service Agreement. The current version of the Software Service Agreement can always be viewed on Our website at www.Kinwellfinancial.com. If you do not agree to the modified terms for this Software Service Agreement, you should discontinue Your use of the Service and the Kinwell Visa Card, which shall be Your sole and exclusive remedy.
Card Administrator Roles and Responsibilities. The Administrator (or more than one Administrator) is authorized to (a) obtain information about Cardholder; (b) access information about the Kinwell Visa Card and Kinwell Visa Card activity; (c) generally manage and administer the Card and the Service, including without limitation, personalizing spending actions and limitations, disputing transactions, closing the card, ordering replacement cards, accepting notices and disclosures, naming additional Administrators, and arranging for deposit and withdrawal of funds; and (d) adding or removing Non-Administrator Third-Party Platform Users
Non-Administrator Third-Party Platform Users Roles and Responsibilities. The Non-Administrator Third-Party Platform User is authorized by the Administrator(s) to do the following: (a) View-only access to basic account information, including but not limited to the account holder name and address; (b) View-only access to account enrollment and account status; (c) View-only access to account information including the current account balance, transaction history, and monthly statements; and (d) limited permissions related to the account, including the ability to configure alerts and to set the card temporarily inactive (e.g., in case of the card being lost or stolen).
Card Transactions. The Administrator(s) may request that certain types of card transactions be blocked, limited or flagged. We do not warrant or guarantee that all transactions or types of transactions that You request to block, limit or flag will be blocked, limited or flagged.
Liability for Acts and Omissions. Notwithstanding the Cardholder Agreement, You agree to be jointly and severally liable for all activity governed by this Software Service Agreement.
Revocation of Administrator. The Card Owner must notify Us at www.Kinwellcard.com or call Us at 1-800-299-7646 to revoke authorization for any person to serve as the Administrator of the Card and Card Account. Until We have received the Card Owner’s revocation notice and have had a reasonable time to act on the notice of revocation, each Administrator and Cardholder will be jointly and severally responsible for all Card transactions, Platform activity, and fees incurred related to the Kinwell Visa Card and these Services, as governed by this Software Service Agreement and the Cardholder Agreement. Upon request by the Card Owner to revoke the authority of the Administrator, We may request additional information in order to process the request. If the Card Owner revokes their authorization for any person(s) to serve as the Administrator, We may cancel the Card and/or issue a new Card, at Our discretion.
Your Representations and Warranties. You represent and warrant that You have the legal capacity (or You have a power of attorney, trusteeship, guardianship, or similar legal arrangement to do so) to enter into and be bound by the terms of this Agreement. You represent that every act or omission by the Administrator(s) relating to the Service is within the authority conferred by You. You agree not to seek to hold Us or the Card Issuer (as defined in the Cardholder Agreement) liable for any actual or alleged act or omission of anyone in relation to the Service or the Kinwell Visa Card to the maximum extent permitted by applicable law. You agree that, with respect to all money transferred into the Card Account, if You initiate a transfer or authorize someone to make a transfer, You have the authority to move that money to the Card Account.
DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE/PLATFORM, INFORMATION, DATA, ASSOCIATED WEBSITES AND CONTENT ARE OFFERED AND MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE COMPLETENESS, ACCURACY, RELIABILITY, SUITABILITY, AVAILABILITY OR CONTINUED AVAILABILITY OF THE SERVICE/PLATFORM, INFORMATION, DATA, ASSOCIATED WEBSITES AND CONTENT. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE,/PLATFORM, INFORMATION, DATA, ASSOCIATED WEBSITES AND CONTENT ARE OFFERED AND MADE AVAILABLE TO YOU ARE AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT WE MAKE NO REPRESENTATIONS, GUARANTEES OR WARRANTIES THAT WE CAN OR WILL PROTECT YOU AGAINST FRAUD OR THE WILLFUL OR MALICIOUS ACTS OF OTHERS. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE SERVICES/PLATFORM. WE EXPRESSLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
DISCLAIMER OF UNINTERRUPTED SERVICE AND SECURE ACCESS. We do not guarantee continuous, uninterrupted or secure access to any part of the Service/Platform, and operation of Our websites, software, or systems (including any networks and servers used to provide any of the services) operated by Us or on Our behalf which may be interfered with by numerous factors outside of Our control. We shall not be responsible to You for any loss or damages suffered by You as a result of the failure of systems and software by any means, including but not limited to interruption, security or access.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR THE CARD ISSUER, OUR VENDORS, LICENSORS, (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) SHALL IN ANY EVENT BE LIABLE TO YOU OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY LOSS OR DAMAGE INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, OR PUNITIVE DAMAGES THAT YOU OR ANY THIRD PARTY MAY INCUR IN CONNECTION WITH THE SERVICE, PLATFORM, WEBSITES OR CONTENT, EVEN IF WE OR YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS OTHERWISE EXPRESSLY SET FORTH IN THIS SOFTWARE SERVICE AGREEMENT, OUR LIABILITY IN RELATION TO THE SERVICE, PLATFORM, WEBSITES OR CONTENT FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION OR THE FORUM SHALL AT ALL TIMES BE LIMITED TO USD $200, WHICH YOU RECOGNIZE AND AGREE IS REASONABLE IN VIEW OF THE FEES CHARGED IN CONNECTION WITH THE SERVICE.
In addition, to the extent permitted by applicable law, and in connection with the Services and Platform as governed by this Software Service Agreement, We are not liable, and You agree not to hold Us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from: (1) Your use of, or Your inability to use, Our websites, software, systems (including any networks and servers used to provide any of the Services) operated by Us or on Our behalf, or any of the services; (2) delays or disruptions in Our websites, software, systems (including any networks and servers used to provide any of the Services) operated by Us or on Our behalf and any of the services; (3) viruses or other malicious software obtained by accessing Our websites, software, systems (including any networks and servers used to provide any of the Services) operated by Us or on Our behalf or any of the services or any website or service linked to Our websites, software or any of the services; (4) glitches, bugs, errors, or inaccuracies of any kind in Our websites, software, systems (including any networks and servers used to provide any of the Services) operated by Us or on Our behalf or any of the services or in the information and graphics obtained from them; (5) the content, actions, or inactions of third parties; or (6) a suspension or other action taken with respect to Your Card or Card Account.
EXCLUSIONS AND LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITIES INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH STATES LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW. ACCORDINGLY, SOME OF THE LIMITATIONS IN THE PRIOR TWO SECTIONS MAY NOT APPLY TO YOU.
Fees. We currently do not assess a fee for the Service, although fees for the Card apply. See the Cardholder Agreement for a description of Card fees. We reserve the right to institute and charge fees related to the Service at any time. You reserve the right to terminate Your participation in the Service, which shall include but not be limited to termination of use of the Kinwell Visa Card and the Services at any time in accordance with the termination procedures in this Software Service Agreement.
Access to and Sharing of Information. You authorize Us to obtain information about You from time to time, Your employers and other third parties for Our internal processes. We may disclose information (including personally identifiable information) to third parties about You and the services provided to You: (i) where it is necessary or helpful for completing a transaction; (ii) to verify Your identity; (iii) in order to comply with any law or to comply with requirements of any government agency or court order; (iv) if You give Us Your written consent; (v) to service providers who administer the Card or the Card Account or perform data processing, records management, collections, and other similar services for Us, in order that they may perform those services; (vi) in order to prevent, investigate or report possible illegal activity; (vii) in order to issue authorizations for transactions; (viii) in accordance with Our Privacy Policy and the issuing Banks’ privacy policy; and (ix) as otherwise permitted by law.
Protecting Your Access Information. To prevent unauthorized access to Your Card Account, You agree to keep Your Access Information confidential and not share it with others (for the avoidance of doubt, this also means that the Cardholder and Administrator, for example, should not share Access Information). We recommend that You memorize Your Access Information and do not write it down. If You believe the security of Your Access Information has been compromised in any way (for example, Your password has been lost or stolen, someone has attempted to use Our Service under Your user name without Your consent, or your Card has been accessed), You must notify Us immediately. Under certain circumstances, We may deny Your access to Our Service in order to maintain or restore security or performance of the Service; We may do so if We reasonably believe Your Access Information has been or may be obtained or is being or may be used by an unauthorized person. We may try to notify You in advance, but cannot guarantee We will do so.
Change of Address. If any of Your contact information changes (e.g. physical address, mailing address, e-mail address, phone number or Your name), You must notify Us immediately. We will attempt to communicate with You only by use of the most recent contact information You have provided to Us. Failure to promptly notify Us of changes in Your contact information may result in information regarding the account being mailed to the wrong person or Your transactions being declined. Any notice given by Us shall be deemed given to You if e-mailed to You at the e-mail address we have on file for You. You also agree that if You attempt to change Your address to a non-U.S. address, Your Card Account may be cancelled and funds returned to You in accordance with this Agreement.
Termination and Effects. You may terminate participation in the Service at any time by calling Us at 1-800-299-5555, writing to Us at the following address: Kinwell Financial, Inc., PO Box 134 San Francisco, CA 94104, or by following the applicable instructions on the Kinwell website, www.Kinwellfinancial.com. We may, at any time, with or without cause, for any reason and at any time, suspend the Service, or terminate the Service or the rights of You to participate in the Service, including but not limited to Your access to or use of the Platform, Card, Card Account, customer service, website, software, systems (including any networks and servers used to provide any of the Services) operated by Us or on Our behalf or some or all of the services by delivery of notice to the suspended or terminated party(ies). If the Service is terminated for any reason, We may cancel the Kinwell Visa Card. Termination shall not relieve You of any obligations accrued or liabilities incurred at the time of termination, and any authorizations given to Us under the Service shall remain in effect until the termination process is complete. Any transactions pending at the time of termination may be completed. Any funds remaining on a Card after all pending transactions settle will be returned to You.
Intellectual Property Rights. We grant You a limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to communicate with Us, the processor, the Card Issuer and other third parties for the stated purposes of the Service. Kinwell’s trademarks "KinwellFinancial.com," "Kinwell," and all logos related to the Kinwell services are either trademarks or registered trademarks of Kinwell. You may not copy, imitate, modify or use them without Kinwell’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Kinwell. You may not copy, imitate, modify or use them without Our prior written consent. All right, title and interest in and to Our website, any content thereon, the Kinwell services, the technology related to the Kinwell services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of Kinwell and its licensors. If You are using Kinwell’s software application and/or website then Kinwell grants You a revocable, non-exclusive, non-sublicensable, nontransferable, royalty-free limited license to access and/or use Kinwell’s software in accordance with these terms and those of the website. This license grant applies to the software and all updates, upgrades, new versions and replacement software. You may not rent, lease or otherwise transfer Your rights in the software to a third party. You must comply with the implementation, access and use requirements contained in all documentation accompanying the Kinwell services. If You do not comply with implementation, access and use requirements You will be liable for all resulting damages suffered by You, Kinwell and third parties. Kinwell may update or discontinue any software upon notice to You. You agree not to modify, alter, tamper with, repair, copy, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the website, software or technology, or otherwise create any derivative works therefrom. You acknowledge that all rights, title and interest to Kinwell’s website, software and technology are owned by Kinwell and any third party service providers. You acknowledge that Kinwell does not own, control nor have any responsibility or liability for any such third-party service providers. We reserve all rights not expressly granted to You in this Software Service Agreement.
Ideas. You may choose, or We may invite You, to submit ideas or comments about the Service, including without limitation, about how to improve the Service (“Ideas”). You agree that Your Idea submissions are gratuitous and place Us under no fiduciary or other obligation, and that We may use Your Ideas or Our own ideas that may be derived from those Ideas without compensation or attribution and may disclose them to others on a non-confidential basis or otherwise.
Indemnity. Except where prohibited by law, and notwithstanding the Cardholder Agreement, You each agree jointly and severally to indemnify, defend and hold harmless Us, Our subsidiaries, Our processors and the Card Issuer (including each of their respective directors, officers, employees, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action or other proceeding instituted by them or any third party that arises out of or relates to (i) any act or omission by You in connection with any activities under this Software Services Agreement, including without limitation a claim by You that We (or the Administrator(s)) acted on behalf of the Cardholder without proper authority or failed to act in the best interests of the Cardholder; (ii) any actual or alleged breach by You of any representation, warranty or obligation set forth in the Software Service Agreement; (iv) any assertion that We are at least partially responsible or liable for any alleged improper or unauthorized act or omission by You; (v) Your violation of any law or the rights of a third party and/or the actions or inactions of any third party to whom You authorize to use or access Our Service/Platform, websites, software, systems (including any networks and servers used to provide any of the services) operated by Us or on Our behalf, or any of the services on Your behalf.
Disputes. All the parties to this Software Service Agreement agree that all Disputes will be settled by arbitration only, upon the request of any disputing party. The parties agree that they will seek to resolve informally any Disputes that arise. For purposes of this Software Service Agreement, “Disputes” include any claim, controversy or dispute (whether involving contract, tort, equitable, statutory or any other legal theory) between You, on the one hand, and Us or the Card Issuer (including Our processors, suppliers or licensors or their respective affiliates, agents, directors or employees) on the other, including but not limited to any claims relating in any way to this Software Service Agreement (including its breach, termination and interpretation), and any other aspect of the Service relationship. This Software Service Agreement and any Dispute will be governed by California law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within California without regard to its choice of law or conflicts of law principles that could require application of the law of another jurisdiction. Unless otherwise required by law, an action or proceeding by Cardholder or Administrator relating to any Dispute must commence within one year after the cause of action accrues.
Release. If the Cardholder and Administrator(s) have a dispute with one another, You agree to release Us from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release You expressly waive any s (whether statutory or otherwise, for example, California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims which You may know or suspect to exist in Your favor at the time of agreeing to this release.
Arbitration Agreement. Cardholder and Administrator each agrees to arbitrate individually all Disputes that they are unable to be resolved informally. Arbitration is more informal than a lawsuit in court, provides for less discovery and seeks to resolve disputes more quickly. Instead of via a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can.

ARBITRATION AGREEMENT AND WAIVER OF JURY TRIAL: PLEASE READ THIS PROVISION OF THE AGREEMENT CAREFULLY. UNLESS YOU EXERCISE YOUR RIGHT TO OPT-OUT OF ARBITRATION IN THE MANNER DESCRIBED BELOW, YOU AGREE THAT ANY DISPUTE WILL BE RESOLVED BY BINDING ARBITRATION. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO HAVE A JURY TRIAL, TO ENGAGE IN DISCOVERY (EXCEPT AS MAY BE PROVIDED FOR IN THE ARBITRATION RULES), AND TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS OR IN ANY CONSOLIDATED ARBITRATION PROCEEDING OR AS A PRIVATE ATTORNEY GENERAL. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE IN ARBITRATION. ANY ARBITRATION RELATING TO THE SOFTWARE SERVICE AGREEMENT WILL ONLY BE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND CARDHOLDER AND ADMINISTRATOR IS EACH WAIVING THE RIGHT TO HAVE THEIR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST US.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by: (1) the American Arbitration Association (www.adr.org) (“AAA”); or (2) JAMS (www.jamsadr.org) according to this provision and the applicable arbitration rules for that forum. Cardholder and Administrator may elect to have their Disputes arbitrated by either AAA or JAMS. In every arbitration proceeding, the arbitrator shall decide all issues relating to the Dispute including, without limitation, any claim that this arbitration agreement or any provision of the Software Service Agreement is unconscionable.

The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. Any party to an arbitration under this agreement may elect, by notice to the other party or parties, to have the arbitration conducted as a non-appearance proceeding, which means the arbitrator will not meet with the parties or hear testimony, but will instead render a decision based on the documents the parties submit. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. For any Dispute, We will pay all the arbitration fees. If a consumer claimant prevails on any claim for which that consumer is legally entitled to reasonable attorneys’ fees, that claimant may recover those fees from Us. Cardholder and Administrator shall have the same rights to remedies in arbitration as they would in court (including the right to obtain equitable remedies – such as injunctive relief).
For purposes of this arbitration agreement, references to Cardholder, Administrator and Us also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users and beneficiaries of Our services.

You may obtain copies of the current rules of each of the arbitration firms and forms and instructions for initiating arbitration by contacting them as follows:
American Arbitration Association
Web site: www.adr.org
Telephone (800) 778-7879
JAMS, The Resolution Experts
Web site: www.jamsadr.com
Telephone (949) 224-1810 or (800) 352-5267

Location of Arbitration. Unless You and We agree to a different location, the arbitration will be conducted in the county where you reside.
Waiver of Rights. You are waiving Your right to a jury trial, to have a court decide Your Dispute, to participate in a class action lawsuit, and to certain discovery and other procedures that are available in a lawsuit. You and We agree that the arbitrator has no authority to conduct class-wide arbitration proceedings and is only authorized to resolve the individual Disputes between you and Us. The validity, effect, and enforceability of this waiver of class action lawsuit and class-wide arbitration, if challenged, are to be determined solely by a court of competent jurisdiction and not by the AAA, JAMS, or an arbitrator. If such court refuses to enforce the waiver of class-wide arbitration, the Dispute will proceed in court and be decided by a judge, sitting without a jury, according to applicable court rules and procedures, and not as a class action lawsuit. The arbitrator has the ability to award all remedies available by statute, at law, or in equity to the prevailing party.
Applicable Law and Review of Arbitrator's Award. The arbitrator shall apply applicable federal and California substantive law and the terms of this Agreement. The arbitrator must apply the terms of this arbitration agreement, including without limitation the waiver of class-wide arbitration. The arbitrator shall make written findings and the arbitrator's award may be filed with any court having jurisdiction. The arbitration award shall be supported by substantial evidence and must be consistent with this Agreement and with applicable law, and if it is not, it may be set aside by a court. The parties shall have, in addition to the grounds referred to in the Federal Arbitration Act for vacating, modifying, or correcting an award, the right to judicial review of (a) whether the findings of fact rendered by the arbitrator are supported by substantial evidence and (b) whether the conclusions of law are erroneous under the substantive law of Minnesota and applicable federal law. Judgment confirming an award in such a proceeding may be entered only if a court determines that the award is supported by substantial evidence and is not based on legal error under the substantive law of California and applicable federal law.
Survival. This arbitration provision shall survive: (1) cancellation, payment, charge-off, or assignment of this Agreement; (2) the bankruptcy of any party; and (3) any transfer, sale, or assignment of this Agreement, or any amounts owed under this Agreement, to any other person or entity.

Right to Opt-Out. If you do not wish to agree to arbitrate all Disputes in accordance with the terms and conditions of this section, you must advise Us in writing at the following address by either hand delivery or a letter postmarked within thirty (30) days following the date you enter into this Agreement. You may opt-out without affecting your application or cardholder status.
Legal Department
Kinwell Financial, Inc.
P.O. Box 134
San Francisco, CA 94104

Notices and Other Communications. All notices required or permitted under this Software Service Agreement shall be in writing. We may send written notices and communications to You electronically via email, through the Service by displaying links to notices generally on the web site or via mobile device. You are responsible for keeping Your profile information, including passwords, current. Electronic notices to Us shall be deemed effective when they are sent to an address or phone number set forth in this section or subsequently substituted as permitted, provided the sender maintains a record of sending that reasonably establishes the date sent. You may send notices and communications to Us at Kinwell Financial, Inc., PO Box 581 San Francisco, CA 94104 or such changed address or telephone number as We may substitute by notice. The parties may also send notices in paper format. Paper notices shall be deemed effective when received if sent Charge via United States Postal Service, with a return receipt request. Paper notices shall also be deemed effective when received if sent by reputable courier service.

Force Majeure. We shall not be liable for delays, failure in performance or interruption of the Service or Platform which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

Miscellaneous. This Software Service Agreement, and any rights and licenses conveyed under it, may not be conveyed by You, but may be assigned by Us without restriction. Our processors and the Card Issuer are third-party beneficiaries under the Limitation of Liability and Indemnity sections of this Software Service Agreement, but for purposes of those sections only. If any provision of this Software Service Agreement is held to be invalid or unenforceable under any applicable law, then it shall be changed and interpreted to accomplish the objectives of that provision to the greatest extent possible under applicable law, and the remaining provisions shall continue in full force and effect. Headings are provided for convenience only and shall not be considered in interpreting this Software Service Agreement. Our failure to assert any right under this Software Service Agreement shall not constitute a waiver of such right. No waiver of any provision shall be deemed a waiver of any other in this Software Service Agreement or a continuing waiver of such provision. Any provision that is reasonably necessary to accomplish or enforce the purpose of this Software Service Agreement shall survive termination of this Software Service Agreement.

Esign Consent

Electronic Communication Delivery Policy (E-Sign Disclosure and Consent)

This policy describes how Kinwell Financial, Inc. (“Kinwell”) delivers communications to you electronically. We may amend this policy at any time, as set forth in the Kinwell User Agreement

Electronic delivery of communications

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your Kinwell accounts ("Account") and your use of our services. Communications include:

Agreements and policies you agree to (e.g., the Kinwell User Agreement and the Kinwell Privacy Policy), including updates to these agreements or policies;

Annual disclosures;

Transaction confirmations; and

Account statements

We will provide these Communications to you by posting them on the Kinwell website and/or by emailing them to you at the primary email address listed in your Kinwell profile.

Hardware and software requirements

In order to access and retain electronic Communications, you will need the following computer hardware and software:

a computer with an Internet connection;

a current web browser that includes 128-bit encryption (e.g. Internet Explorer version 6.0 and above, Firefox version 2.0 and above, Chrome version 3.0 and above, or Safari 3.0 and above) with cookies enabled;

Adobe Acrobat Reader version 8.0 and above to open documents in .pdf format;

a valid email address (your primary email address on file with Kinwell); and

sufficient storage space to save past Communications or an installed printer to print them.

We will notify you if there are any material changes to the hardware or software needed to receive electronic Communications from Kinwell. By giving your consent you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. You may print or save a copy of these Communications for your records as they may not be accessible online at a later date.

How to withdraw your consent

You may withdraw your consent to receive Communications electronically by writing to us at "Kinwell Financial, Inc. Attn: E-Sign, 315 Montgomery Street Fl. 10, San Francisco, CA 94104", or by contacting us via the "Contact Us" link at the bottom of each page of the Kinwell website. If you fail to provide your consent, or if you withdraw your consent to receive Communications electronically, Kinwell reserves the right to either deny your request for an Account, restrict or deactivate your Account, close your Account, or charge you additional fees for paper copies.

Requesting paper copies of electronic Communications

If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 180 days of the date we provided the Communication to you by contacting us as described above. We will send your paper copy to you by U.S. mail. In order for us to send you paper copies, you must have a current street address on file as your “Home” address in your Kinwell profile. If you request paper copies, you understand and agree that Kinwell may charge you a Records Request Fee for each Communication.

Updating your contact information

It is your responsibility to keep your primary email address up to date so that Kinwell can communicate with you electronically. You understand and agree that if Kinwell sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Kinwell will be deemed to have provided the Communication to you.

Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Kinwell to your email address book so that you will be able to receive the Communications we send to you.

You can update your primary email address or street address by contacting us at support@Kinwellfinancial.com or 877-264-5555. If your email address becomes invalid such that electronic Communications sent to you by Kinwell are returned, Kinwell may deem your Account to be inactive, and you will not be able to transact any activity using your Kinwell Account until we receive a valid, working primary email address from you.

Privacy Policy: https://www.getkinwell.com/privacy-policy

Terms of Service: https://www.getkinwell.com/terms-of-service