Terms and Conditions

Welcome to PTO Exchange, the website and online service of PTO, Inc., dba PTO Exchange (PTO, we, our or us). PTO provides one place, online, for employees to exchange their paid time off for goods, services, donation and/or sharing. This Terms of Service Agreement ("Agreement") is a contract between you and PTO and explains the terms that govern your use of the online services, mobile services, website (and any materials on the website), software, and other services that we provide or otherwise make available PTO Inc. (collectively, "Service"). You must read and agree to these terms before using the Service, and if you do not agree with them, you may not use the Service.

By accessing or using the Service or by clicking "I Agree", you signify that you have read, understood, and agree to be bound by this Agreement and to the collection and use of your information as set forth in the PTO Privacy Policy, which is part of this Agreement.

This Agreement applies to all visitors of the website or users of the Service, including, as applicable, individual employees and agents at or of an organization (collectively, "Users"). If you open a PTO account or are otherwise a registered User and/or are using the website or Service on behalf of an organization and/or its employees, you represent and warrant that you have the authority to act on behalf of and bind that organization and/or its employees to this Agreement. References to "User" or "you" in this Agreement shall include that organization and/or its employees.

1. Use of the Service

   1. Eligibility

      The products and services described on the Service are only available for persons in those jurisdictions in which they may legally be sold. Nothing on the Service shall be considered a solicitation to buy or an offer to sell anything to any person in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful. Any use of or access to the Service by anyone under 13 years of age is strictly prohibited and in violation of this Agreement.

      The Service is designed for use by employers, non-profits and employees in the United States. Unless otherwise expressly stated, all materials found on the Service are solely directed to individuals, companies or other entities located in the United States. Those who access or use the Service from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable United States and local laws and regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.

   2. License for the Service

      Subject to the terms and conditions of this Agreement, PTO grants your organization a non-exclusive, limited, non-transferable, revocable license to use the Service solely as permitted by the features of the Service we provide to you. We reserve all rights not expressly granted in the Service and the PTO Content (defined below).

   3. PTO Accounts; Electronic Disclosure Consent

      Your PTO account gives you access to the Service and any additional functionality that we may develop (and that you may choose to subscribe to, as applicable) from time to time. We may maintain different types of accounts for different types of Users.

      You may never use another User's account without permission. When creating your account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use "strong" passwords (password requirements are specified by your employer) with your account. You must notify PTO immediately of any breach of security or unauthorized use of your account. PTO will not be liable for any losses caused by any unauthorized use of your account.

      By your organization providing your contact information, you consent to PTO using that contact information to send you Service-related notices, including any notices required by law. We may also use your email address and any telephone number your organization provides to send you other messages, such as changes to features of the Service and Service-related notices.

      You also consent to the electronic disclosure (for yourself and for any person for whom you are the legal guardian) of any notices, including, but not limited to, tax document notices and employee benefits notices, including summary plan descriptions, enrollment information and plan amendments, by us to you. Further, you authorize us to receive such notices on your behalf, and you agree to be notified of such notices. If you are using the Service on behalf of an organization and/or its employees, you represent that you have affirmative consent from the individual employees of such organization to receive disclosures from PTO through the Service.

   4. Authorizations

      In order to access or use certain aspects of the Service, we need your authorization to retrieve and manage information of yours maintained by certain third-party institutions, such as payroll and benefit companies with which you have customer relationships, manage accounts or engage in transactions. Further, in order for us to provide those aspects of the Service to you, you must provide us with all relevant information, signatures, data, passwords, usernames, PINs, ID numbers and other necessary information, materials and content. (Collectively, the information described in this paragraph is "Account Information".) As between you and PTO, you own and retain all right, title and interest in and to your Account Information and such information will be used and protected as set forth in the PTO Privacy Policy.

      You represent and warrant that the Account Information you provide us is accurate and complete, and that you are authorized to submit it to us without any obligations on PTO, including, but not limited to, the payment of fees. We have no liability or other responsibility for inaccuracy or incompleteness, or your inability to use the Service due to such inaccuracy or incompleteness. You are responsible for the consequences of any instructions you provide us and that we follow.

      In order to connect the Service with any third-party service, you designate PTO as your agent and attorney-in-fact in connection with such services and further specifically authorize us to:

      1. store your Account Information,
      2. access the relevant service using the Account Information you provide us,
      3. use and apply any signatures or other materials you provide us in order to provide you the Service, such as to complete a tax document,
      4. gather and export from such service any data or other information reasonably necessary for us to provide the Service to you, and
      5. otherwise take any action in connection with such service as reasonably necessary for us to provide the Service to you, including, but not limited to, opening accounts on your behalf at third-party institutions and making changes on your behalf with such third-party institutions and services in order to manage your benefits programs, such as informing your carrier of changes to your company contacts.

      You agree that those third-party service providers are entitled to rely on the foregoing authorization, agency and power of attorney granted by you.

   5. Service Rules

      You will not (and you will ensure that your individual Users, such as employees, will not) engage in any of the following prohibited activities:

      1. copying, distributing or disclosing any part of the Service in any medium, including, without limitation, by any automated or non-automated "scraping",
      2. using any automated system, including, without limitation, "robots," "spiders" and "offline readers," to access the Service in a manner that sends more requests to the PTO servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser,
      3. transmitting spam, chain letters or other unsolicited email,
      4. attempting to interfere with, compromise the system integrity or security of or decipher any transmissions to or from, the Service or the servers running the Service,
      5. taking any action that may impose an unreasonable or disproportionately large load on our infrastructure, as determined by PTO,
      6. uploading invalid data, viruses, worms or other software agents through the Service,
      7. collecting or harvesting any personally identifiable information, including account names, from the Service,
      8. using the Service for any commercial solicitation purposes,
      9. impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity,
      10. using the Service in order to obtain information about PTO, the Service or our customers for the purpose of competing with PTO or otherwise replicating some or all of the Service for any reason,
      11. modifying, disassembling, decompiling or reverse engineering the Service or any part of the Service,
      12. accessing any content on the Service through any technology or means other than those provided or authorized by the Service, or
      13. bypassing the measures we may use to prevent or restrict access to the Service, including, without limitation, features that prevent or restrict use or copying of PTO Content or enforce limitations on use of the Service or PTO Content.

      Without prior notice to you, we may change the Service, stop providing the Service or features of it, to you or to all of our Users generally or create usage limits for the Service. We may permanently terminate or temporarily suspend your access to the Service without notice and liability to you for any lawful reason, including, if in our sole determination, you violate any provision of this Agreement, or for no reason if lawfully permitted. Upon any termination, you will continue to be bound by any terms of this Agreement that by their nature extend beyond termination.

      PTO will comply with all laws and regulations applicable to PTO in its provision of the Service to you.

2. Our Proprietary Rights

   1. Except for materials such as logos, trademarks and service marks owned by our business partners or licensors, the Service and all materials in or accessible through the Service, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music ("PTO Content"), and all related intellectual property rights in the PTO Content, are the exclusive property of PTO. Except as explicitly provided herein, nothing in this Agreement grants you a license in or under any of our intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any PTO Content. The website and any PTO Content on the website are solely for your personal, informational and non-commercial use. Use of the PTO Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
   2. You may choose to, or we may invite you to, submit comments or ideas about the Service, including how to improve the Service ("Ideas"). By submitting any Ideas, you agree that you have the rights necessary to submit the Ideas and that PTO is free to use and disclose the Ideas, including incorporating the Ideas in our Service, without restriction and without any additional compensation to you. By accepting your Ideas, we do not waive any rights to use similar or related ideas previously known to us, or developed by PTO' employees or obtained from sources other than you.

3. Third-Party Services, Links and Information

   1. The Service may contain links to or the ability to access third-party materials or services that are not owned or controlled by PTO. Unless otherwise contractually specified, we do not endorse or assume any responsibility for any such third-party sites, information, materials, products or services, even though any of the foregoing may be integrated with your use of or directly accessible from the Service. If you access a third-party website or service from the Service, you do so at your own risk, and this Agreement and PTO's Privacy Policy do not apply to your use of the same.

4. Privacy and Data Security; Confidentiality

   1. Safeguards

      PTO will implement and maintain commercially reasonable and industry standard administrative, physical, organizational and technical safeguards designed to prevent unauthorized use, access, processing, destruction, loss, alteration or disclosure of any Account Information and other information which you provide us through the Service and that we host (collectively, "Hosted Data"). Such safeguards will include, at minimum, an industry standard information security program to safeguard your Hosted Data as well as procedures to help ensure that only those with a "need to know" have access to your Hosted Data. PTO will also treat Hosted Data in accordance with the PTO Privacy Policy. PTO will notify you upon becoming aware of an incident that has or potentially has compromised the security, confidentiality or integrity of your Hosted Data. Additional terms will apply if and when you transmit or otherwise disclose information to PTO.

   2. Confidential information

      Confidential Information means any information that should reasonably be understood to be confidential given the circumstances surrounding its disclosure. Each party will protect any Confidential Information of the other party which it may receive or otherwise be exposed to in the course of exercising its rights or performing its obligations hereunder. Each party will use the same care to protect the other party's Confidential Information as it would use to protect its own similar information, but in no event less than reasonable care. Each party will use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under this Agreement. Neither party will disclose any Confidential Information of the other party to any third party without the prior written consent of the disclosing party.

5. No Professional or Legal Advice

   1. If we provide you any professional or legal information in the course of providing the Service, it is for informational purposes only and should not be construed as professional or legal advice. No action should be taken based upon any such information without first seeking independent professional or legal advice from a person who is licensed and/or qualified in the applicable area.

      For clarity, you will be solely responsible for:

      1. compliance with any and all applicable laws, rules and regulations affecting your business, and
      2. any use you may make of the Service to assist you in complying with any such laws, rules or regulations.

      The Service does not include any legal, regulatory, accounting or tax advice. You will retain and rely solely upon your own advisors with respect to such advice.

6. Indemnity

   1. Your Indemnity

      You agree to defend, indemnify and hold PTO and its affiliated companies, and its and their employees, contractors, agents, officers and directors, harmless from and against any and all third party claims and pay all awarded damages, losses, liabilities, costs and expenses or settlement related thereto arising from:

      1. your unauthorized use of and access to the Service,
      2. your violation of any term of this Agreement,
      3. your violation of any third-party right, including, without limitation, any right of privacy, any right provided by any labor or employment law, rule, or regulation or any intellectual property right,
      4. your violation of any applicable law, rule or regulation,
      5. the Hosted Data,
      6. your gross negligence or willful misconduct, or
      7. any other party's access to and use of the Service (or access and use of any third-party service via the Service) with your unique username, password or other appropriate security code (or, with respect to third-party services, your Account Information).

      PTO will make good faith effort to give you prompt written notice of the claim and all reasonable cooperation, at your expense, in your defense and settlement of the claim.

   2. PTO Indemnity

      PTO agrees to defend, indemnify and hold you and your affiliated companies harmless from and against any and all third party claims and pay all awarded damages, losses, liabilities, costs and expenses or settlement related thereto arising from:

      1. allegations that the Service or any portion thereof infringe(s) or otherwise violate(s) such third-party's U.S. intellectual property rights, or
      2. PTO's gross negligence.

      In order to receive the benefit of the foregoing indemnity, you must give PTO prompt written notice of the claim, sole control to defend and settle such claim and all reasonable cooperation, at PTO' expense, in PTO' defense and settlement of the claim.

      If a claim is made or likely to be made, PTO may:

      1. (1) procure a license to allow you to continue using the allegedly infringing component(s) of the Service,
      2. (2) modify the infringing component(s) to make them non-infringing, or
      3. (3) if (1) and (2) are not reasonably available, terminate your right to use the infringing component(s) effective immediately.

      The Application Service Agreement or the Master Service Agreement takes precedence over the Terms and Conditions for Users.

7. No Warranty

   1. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND AND PTO EXPRESSLY DISCLAIMS ANY SUCH WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PTO OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, PTO, ITS AFFILIATES AND ITS LICENSORS DO NOT WARRANT THAT THE PTO CONTENT IS ACCURATE, RELIABLE OR CORRECT, THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION OR WILL BE UNINTERRUPTED OR SECURE, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH CONTENT.

      PTO DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND PTO WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, EXCEPT IN THOSE CIRCUMSTANCES IN WHICH PTO EXPRESSLY AGREES TO BE A PARTY TO A TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

      FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

8. Limitation of Liability

   1. PTO's liability to You for any recoverable losses or damages arising under or in connection with these terms and conditions and your use of this Service shall be limited to:

      1. the actual direct damages incurred by You, in an amount not to exceed the total revenue received by PTO resulting from your use of the Service provided hereunder during the most recently preceding 12-month period, or
      2. your discontinuance of any further use of such items or the Service.

      PTO shall not be liable for:

      1. damages caused by Your failure to perform Your responsibilities;
      2. claims or demands of third parties; or
      3. any lost or corrupted data, any lost profits, loss of business, loss of use, lost savings or other consequential, special, incidental, indirect, exemplary or punitive damages, even if PTO has been advised of the possibility of such damages.

      The foregoing limitations shall not apply to:

      1. the payment of settlements, costs, damages and legal fees referred to in Section 11; or
      2. your obligation to pay amounts owed as compensation for the services hereunder.

      Notwithstanding the foregoing, to the maximum extent permitted by law, PTO disclaims liability for any loss or damages, whether direct, indirect, special, incidental, or consequential (even if PTO has been advised of the possibility of such damages) arising out of:

      1. your use of the PTO Site and Services or your inability to do so,
      2. your reliance on any content provided on the Service or through the services provided thereunder, and/or
      3. goods and services in any way associated with this Service and the services thereunder.

      The limitations of liability set forth in this Section 8 will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in these terms and conditions.

9. Governing Law and Arbitration

   1. You agree that the Service shall be deemed:

      1. solely based in Washington State, and
      2. a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Washington State.

      This Agreement shall be governed by the laws of the State of Washington. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the foregoing, with respect to Services requested by you, the substantive laws of the state in which the Services are provided or any policy is issued, shall apply to the policy and any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in King County, Washington for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction. You agree that King County, Washington is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

10. General

    1. Assignment

       This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of PTO. Any attempted transfer or assignment in violation hereof shall be null and void.

    2. Notification Procedures and Changes to the Agreement

       PTO may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, text message, written or hard copy notice, or through posting of such notice on the Service, as determined by PTO in our sole discretion. PTO reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as provided in the Service. PTO is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. PTO may, in its sole discretion, modify or update this Agreement from time to time, so you should review this page periodically. When we materially change this Agreement, we will update the ‘last modified' date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of this Agreement, as updated. If you do not agree to any of these terms or any future terms, you may not use or access the Service.

    3. Entire Agreement/Severability

       This Agreement, together with any amendments and any additional agreements you may enter into with PTO in connection with the Service shall constitute the entire agreement between you and PTO concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

    4. No Waiver

       No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and PTO' failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

    5. Force Majeure

       Except for payment obligations, neither party shall be liable for a failure or delay in performing any of its obligations hereunder if, but only to the extent that, such failure or delay is due to causes beyond the reasonable control of the affected party.

    6. Contact

       Please contact us at support@ptoexchange.com with any questions regarding this Agreement.

Last modified July 25^th, 2018