1. Introduction and Definitions
This Rewards Program Agreement ("Agreement") governs your participation in the Edstruments
Rewards Program ("Program") offered by Edstruments, Inc. ("Edstruments," "we," "us," or
"our") in connection with your Edstruments charge card account ("Card"). By participating
in the Program, you agree this Agreement is subject to the Edstruments Commercial Charge
Card Agreement, Electronic Consent Agreement, Terms of Use, and Privacy Policy, any other
related agreements, and you agree to comply with all applicable laws and regulations
(collectively, the "Requirements"). If you do not agree, you may opt out of participating
in the Program (see Section 9(a)).
Definitions:
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"Account" means your Edstruments commercial charge card
account issued by Veritex Community Bank, pursuant to the Cardholder Agreement.
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"Cardholder," "you," and "your" mean the entity to which an Account is issued.
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"Good Standing" means your Account is open, in full
compliance with the Requirements, not delinquent, not otherwise restricted, and all
statement balances are paid in full by the due date.
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"Payment Terms" means the payment period options available
for your Account, as selected by you and confirmed by Edstruments, including:
- 7-day terms,
- 14-day terms, or
- 1-month terms.
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"Rewards Points" means the units earned under the Program.
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"Purchases" means commercial transactions for business
goods and services made with your Card, excluding any transactions for personal, family,
or household purposes, and any exclusions, returns, and any other credits.
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"Statement Credit" means a credit applied to your Account
statement balance that reduces the amount due, which is the primary redemption method
for Rewards Points under this Program.
2. Program Eligibility
The Program is only available to customers with an Account that is open, active, and in
Good Standing. Participation in the Program is limited to commercial Purchases by
authorized users only. You must enroll and provide the information we require to
participate. The Program is void where prohibited by law.
3. Earning Points
a. Rewards Points
You will earn Rewards Points on eligible Purchases based on your selected Payment Terms,
provided that your statement balance is paid in full by the due date. Rewards Points are
earned as follows:
- 3 Rewards Points per $1 spent for Accounts with 7-day Payment Terms;
- 2 Rewards Points per $1 spent for Accounts with 14-day Payment Terms; and
- 1 Rewards Point per $1 spent for Accounts with 1-month Payment Terms.
Rewards Points are credited to your Account upon full and timely payment of your Account
balance. If you fail to pay your Account balance in full by the due date, all eligible
Rewards Points for that statement period will be forfeited.
You are not entitled to Rewards Points on refunded, unauthorized, fraudulent, or disputed
transactions, or any other credits to your Account, which shall be determined by
Edstruments in its sole discretion. Rewards Points are also not earned on Purchases or
other transactions relating to cash advances, balance transfers, betting, gaming, gambling,
casinos, quasi-cash transactions (i.e., money orders, traveler's checks, gift cards), fees,
interest, or other excluded transactions as determined by us. Edstruments reserves the
absolute right to determine eligibility of all transactions for Rewards Points accrual,
including but not limited to reviewing merchant category codes, transaction patterns, and
account activity.
b. Promotions
From time to time, Edstruments may offer temporary promotions, including card-linked
offers, promotional offers, and other offers made in connection with Purchases at
third-party businesses, all at Edstruments's sole discretion ("Promotions"). Promotions
may have additional terms, conditions, spending requirements, availability limitations, or
time limitations and may provide bonus Rewards Points or statement credit opportunities.
Edstruments may receive compensation, commissions, referral fees, or other financial
benefits from merchants, partners, and third-party service providers in connection with
your participation in the Promotions. Such compensation does not affect your Rewards
Points earning or redemption rates, but enables Edstruments to offer enhanced rewards and
maintain the Program.
c. Account Status
You must maintain your account in Good Standing to earn and redeem Rewards Points. If your
account becomes past due, suspended, inactive, closed, or otherwise not in Good Standing,
you will immediately cease earning Rewards Points and your existing Rewards Points balance
will be frozen until your account returns to Good Standing. If your account is 1 or more
days past due, your entire earned Rewards Points balance will be frozen, and you will be
unable to redeem Rewards Points until your account is brought current and returned to Good
Standing. If your Account becomes seriously delinquent or you default on any of the
Requirements, we may revoke your Rewards Points balance and you will not be eligible to
redeem any Rewards Points.
4. Redeeming Points
Rewards Points accumulated under the Program may be redeemed for a statement credit applied
to your Account balance. The value of Rewards Points may vary, is determined by us, and may
change from time to time in our sole discretion. The primary redemption method is statement
credit, where 3 Rewards Points equal $0.01 (one cent) in statement credit value. We reserve
the right to modify redemption categories, values, and availability at any time without
notice.
To redeem Rewards Points, your account must be in Good Standing and you must meet any other
reasonable requirements that we may apply. Rewards Points have no cash value, are not
transferable, and may not be sold or assigned. Rewards Points may only be used or redeemed
by Administrators of Accounts. You are solely responsible for ensuring that any actions
taken by all Administrators and authorized users do not violate Company policies or rules
and any applicable industry practice, ethical obligations, or laws or regulations applicable
to your specific business. Once redeemed, Rewards Points cannot be refunded, reversed, or
restored. The value of Rewards Points and available redemption options may change at any
time without notice. We may restrict or suspend redemption privileges at our sole discretion.
5. Points Expiration and Forfeiture
Your Rewards Points do not expire as long as your Account remains open, active, and in Good
Standing. Rewards Points will be immediately forfeited if you file for bankruptcy, engage
in fraud, misuse, or abuse of the Program, fail to provide required information, or if your
Account is closed for any reason, becomes inactive, or if we determine in our sole
discretion that your Account is not or ever was not in Good Standing.
6. Program Modifications and Termination
In accordance with applicable law, Edstruments reserves the right to modify, suspend, or
terminate the Program, or any part of it, at any time, for any reason, with or without
notice. If we make a material adverse change to the Program that reduces the value of
Rewards Points, limits earning or redemption, or otherwise materially diminishes the
Program, Edstruments will provide advance notice where required by law. Your continued
participation in the Program after notice constitutes acceptance of the changes. If the
Program is terminated, any unredeemed Rewards Points may be forfeited, except as required
by applicable law. Notwithstanding the foregoing, we may immediately suspend or terminate
the Program without notice in cases of suspected fraud, abuse, or legal or regulatory
requirements.
7. Negative Points Balance
If a Purchase is returned, unauthorized, disputed, results in a chargeback, or any other
transaction occurs that reverses the underlying transaction that led to Rewards Points
being awarded, we reserve the right to reverse the award of such Rewards Points from your
Rewards Points balance. If your Rewards Points balance becomes negative as a result of such
a reversal, any Rewards Points you subsequently earn will be applied first to reduce that
negative balance. You will not be able to redeem Rewards Points until your balance is
positive. We reserve the right to bill your Account for any negative Rewards Points balance
at the cash equivalent value of the negative Rewards Points, and such charges will be
treated as purchases under your Cardholder Agreement.
8. Limitations of Liability and Disclaimer of Warranties
BY PARTICIPATING IN THE PROGRAM, YOU AGREE TO RELEASE, INDEMNIFY, AND HOLD HARMLESS
EDSTRUMENTS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (THE "RELEASED
PARTIES") FROM ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, AND CAUSES OF ACTION ARISING FROM
OR IN CONNECTION WITH THE PROGRAM.
THE PROGRAM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE RELEASED PARTIES ARE NOT RESPONSIBLE
FOR ANY ERRORS, TECHNICAL MALFUNCTIONS, OR UNAVAILABILITY OF THE PROGRAM. YOUR
PARTICIPATION IS AT YOUR SOLE RISK.
IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THE PROGRAM. YOUR SOLE REMEDY
SHALL BE THE CREDITING OF POINTS TO YOUR ACCOUNT IN AN AMOUNT NO GREATER THAN THE NUMBER
OF POINTS AT ISSUE.
9. Misuse of the Program
Fraud, abuse, or misuse of the Program, including but not limited to providing false
information, using unauthorized cards, manufactured spending, gaming the system, exploiting
technical errors, creating multiple accounts, or any other conduct we deem inappropriate,
is strictly prohibited and may result in immediate suspension or termination of your
participation, forfeiture of all Rewards Points, account closure, and any other remedies
that may be available to us. Edstruments reserves the right to monitor accounts and
investigate suspicious activity using any means available. Rewards Points may be revoked if
awarded in error, based on ineligible activity, or if we determine that you have violated
any Requirements. We may also recover the cash value of any improperly redeemed rewards.
10. Additional Terms
a. Opt Out
If you wish to opt-out, please send us an email with your request to opt out of the Rewards
Program to cardsupport@edstruments.com. Please note that if you opt out of any aspect of
the Program, you will not be eligible to earn Rewards Points or any other rewards or
benefits offered hereunder.
b. Tax Implications
You are solely responsible for any federal, state, or local taxes that may apply to Rewards
Points earned, redeemed, or forfeited. The value of rewards may be reported to tax
authorities as required by law, and you agree to provide any tax identification numbers or
other information we request. We will not report any income or earnings related to Rewards
Points to a taxing authority, except where expressly required by law.
c. Privacy and Information Sharing
Participation in the Program is subject to Edstruments's Privacy Policy, as updated from
time to time. By participating, you consent to Edstruments collecting, using, sharing, and
storing account information, transaction data, personal information, and any other data
related to your participation as necessary to administer the Program, conduct business
operations, comply with legal requirements, prevent fraud, and for any other lawful
business purpose. This includes sharing information with partners, merchants, service
providers, affiliates, regulators, and other third parties as described in Section 3(b) and
as otherwise permitted by law.
d. Governing Law
This Agreement is governed by the laws of the State of Delaware and applicable federal law,
except as otherwise required by law.
e. Severability
If any part of this Agreement is found invalid or unenforceable, the remainder will remain
in effect. The invalid or unenforceable provision shall be deemed modified to be valid and
enforceable to the maximum extent permitted by law.
By participating in the Edstruments Rewards Program, you acknowledge that you have read,
understood, and agree to these terms and conditions.