Terms of Service Agreement
This terms of use agreement ("Agreement") is between Masthead, Inc. d/b/a Sail, a Delaware corporation ("Sail," "we," "us," "our"). Our company provides a service that enables users to log in to multiple merchants that carry potentially HSA/FSA eligible items, surface what purchases are eligible for reimbursement, and then initiate a reimbursement through Sail's service. Sail's Services and functionality include the abilities for its users to:
YOU MUST CONSENT TO THIS AGREEMENT TO USE OUR SERVICE.
If you do not accept and agree to be bound by all of the terms of this Agreement, including the Privacy Policy, posted at https://app.savewithsail.com/privacy-policy and incorporated by reference herein, you cannot use Services.
If we update this Agreement, we will provide you notice and an opportunity to review and decide whether you would like to continue to use the Services.
1. Description of the Services
Sail provides a service that enables users to log in to multiple merchants that carry potentially HSA/FSA eligible items, surface what purchases are eligible for reimbursement, and then initiate a reimbursement through Sail's service. Sail's Services and functionality include the abilities for its users to:
- •Update their account information (phone number, name).
- •Log in to supported merchants and banks (online storefronts and credit card/banking history) to pull down transaction and order history.
- •Review expenses from multiple sources and see if the expenses are eligible HSA/FSA expenses.
- •Choose to reimburse themselves for eligible expenses.
- •View their balance and transactions from a connected HSA/FSA.
2. Accessing the Services
We reserve the right to withdraw or amend the Services and any material we provide in the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period.
3. Log-in Information
If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures (including credentials for third-party merchant or bank accounts that you connect to the Services), you must treat such information as confidential, and you must not disclose it to any other person or entity. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. Sail may require two-factor authentication for accessing your Sail account.
4. Intellectual Property Rights
Our Intellectual Property:
The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and all intellectual property rights related thereto, are the exclusive property of Sail and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such 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 materials or content accessible on the Services. Use of the Sail content or materials on the Services for any purpose not expressly permitted by this Agreement is strictly prohibited.
Limited License:
Subject to your compliance with the terms of this Agreement, Sail grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Services solely for your personal, non-commercial use as intended through the provided functionality of the Services. Sail reserves all rights not expressly granted herein in the Services and the Sail Content (as defined below). Sail may terminate this license at any time for any reason or no reason.
Feedback:
You may choose to, or we may invite you to, submit comments, suggestions, or ideas about the Services, including how to improve the Services ("Feedback"). By submitting any Feedback, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place Sail under any fiduciary or other obligation. Sail may use, copy, modify, publish, or redistribute the Feedback and its contents for any purpose and in any way without any compensation to you. You also agree that Sail does not waive any rights to use similar or related ideas previously known to Sail, developed by its employees, or obtained from other sources. You hereby grant Sail a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other Feedback provided by you relating to the operation of the Services.
5. Your Use of the Services
Your Representations and Eligibility to Use Services:
By registering and using the Services, you represent and warrant you: (i) have the authority and capacity to enter this Agreement; (ii) are at least 18 years old; and, (iii) are not precluded or restricted in any way from using the Services, either by law or due to previous suspension from the Services.
Truthfulness of Information:
You represent and warrant that all information you submit when using the Services, including information related to your identity, merchant accounts, and bank accounts, is complete, accurate, and truthful. You are responsible for maintaining the completeness, accuracy, and truthfulness of such information.
Limited Use of Services:
The Services are only for the uses specified in this Agreement. You agree that you will not use our proprietary information or materials in any way whatsoever except for use of the Services in compliance with this Agreement. We reserve the right to investigate and take legal action in response to illegal and/or unauthorized uses of the Services.
Prohibited Activities:
- •Reproduce any portion of the Services in any form or by any means, except as expressly permitted in this Agreement or otherwise in writing by our authorized agent.
- •Modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services in any manner, and you shall not exploit the Services in any unauthorized way.
- •Use the Services for any unlawful activities or in violation of any laws, regulations, or contractual provisions, or to induce others to do or engage in the same.
- •Publish or allow to be published malicious code intended to damage any mobile device, browser, computer, server, or network hardware.
- •Decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services.
- •Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services.
6. Payments and Fees
Subscription Fees:
If your access to Sail is provided through your employer or another organization, your employer or such organization is responsible for subscription fees as agreed between Sail and that entity.
Reimbursement Fees:
Sail may take a percentage of reimbursed funds. Sail will inform you if and how much of a percentage of the reimbursed funds it is going to take prior to initiating the reimbursement transaction. By proceeding with a reimbursement transaction after being so informed, you agree to such a fee.
Third-Party Payment Services:
We may utilize third-party payment services to handle payment services (e.g., for reimbursement fees). If you have any issue with charges processed by third-party payment services, those issues need to be addressed between you and the third-party payment service. We are not responsible for these payments or any related disputes.
No Refunds:
Sail does not offer refunds for any fees paid, including any portion of subscription fees paid by your employer or any percentage-based reimbursement fees. If you cancel your account or your employer cancels its subscription, you will not receive a refund for any remaining time or unused services.
7. Disclaimers, Waivers, and Indemnification
No Guarantees, Endorsements, or Investigation:
Sail's service identifies potentially eligible HSA/FSA expenses based on information from connected merchant and bank accounts. Sail does not guarantee the accuracy of eligibility determinations or the availability of reimbursement from your HSA/FSA provider. You are responsible for verifying the eligibility of expenses with your HSA/FSA plan administrator. We do not investigate or otherwise review any user or third-party merchant or bank. You accept all risks associated with any third-party, and its content, links, or related information. You agree not to hold us liable for any conduct or content of third parties or other users.
Disclaimer of Warranties:
All information and services are provided on an "as is" basis without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In addition, we do not make any warranty that access to the services will be uninterrupted, secure, complete, error free, or meet your particular requirements. Sail does not warrant that the service's eligibility determinations are accurate or will be accepted by your HSA/FSA administrator.
Limitation of Liability:
To the maximum extent permitted by law, in no event shall we or our agents be liable to you or any other person or entity for any direct, punitive, incidental, special, consequential, or exemplary damages. In no event shall our liability under this Agreement exceed the total amount of money paid to us by you or your employer on your behalf for your use of our Services during the twelve (12) months prior to the claim arising.
Waiver of Liability:
You waive any liability of or claims against us for any injuries or damages (including compensatory, punitive, special, or consequential damages) you sustain as a result of or associated with using the Services. To the maximum extent permitted by law, you waive any claim or liability stemming from our negligence. Where our Services incorporate or utilize any information, software, or content of a third party (such as data from your bank or merchants), you waive any liability or claim against us based upon that information, software, or content—including based upon the negligence of that third party.
Scope of Waiver:
You understand and agree the above waiver extends to any claim of any nature or kind, known or unknown, suspected or unsuspected, regardless of when the claim first existed.
Indemnification:
If we are subject to a complaint, a demand, mediation, arbitration, litigation, or other pursuit based upon your conduct relating to or from use of our Services, you agree to defend, indemnify, and hold us harmless for all costs, expenses, and fees (including attorneys' fees by the attorneys of our choice) we expend in defending ourselves against or otherwise addressing such pursuit. Such conduct or use includes, but is not limited to, your violation of this Agreement; your use of the Services and any consequence that produces; your use of intellectual property on or through the Services; and, any such actions performed by your agent or representative, or at your direction. You agree to indemnify us as soon as we incur the costs, expenses, and fees, whether those are billed by event, or in week, month, or some other interval.
8. Limitation of Services and Termination
Right to Terminate Access:
To protect us and our users, we reserve an unrestricted right to refuse, terminate, block, or cancel your application to, account with, or access to the Services at any time, with or without cause. You acknowledge here that you have no right to use of the Services should we terminate or suspend your account. Reasons warranting termination may include (and reasons leading to suspension pending investigation of claims or evidence of the following), without limitation:
- •If you violate any of the provisions of this Agreement;
- •If you hinder or interfere with us in providing our Services;
- •If you make misrepresentations or otherwise deceive Sail; and,
- •If you use the Services in violation of: any international, federal, state, or local law; or applicable regulation, rule, or order by any regulatory, governing, or private authority, or a court of competent jurisdiction.
No Right to Services or Content:
You neither possess nor retain any ownership of or rights to the Services, regardless of who generated the content. Upon termination, you have no right to access, retain, or have returned any such information, subject to the terms of our Privacy Policy.
Survival:
After termination, we retain all rights to content as specified in this Agreement. Sections 4, 5, 6, 7, 8, and 9 of this Agreement survive after termination.
9. General Provisions
DMCA Violations:
If you believe any of our content infringes on your copyright, you may request removal by contacting us at: [email protected]. We will respond to all requests promptly and to the best of our ability.
Successors and Assignees:
We may assign this Agreement to an affiliate or in connection with a merger or sale of all or substantially all of our corresponding assets. You may not assign this Agreement. You agree that any waiver or protections afforded to us are also provided to our affiliates, directors, officers, principals, employees, agents, and successors in their roles and relationship with us. You also acknowledge that all waivers and agreements bind not only you, but any successors, heirs, agents, and other representatives.
Governing Law, Forum Selection, and Venue:
This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. The venue for any disputes including mediation, arbitration, or litigation shall be the federal and state courts located in the city of San Francisco, California. You agree to waive the following defenses to any action brought in California: forum non conveniens and lack of personal jurisdiction.
Waiver:
If one party waives any term or provision of this Agreement at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights or remedies under this Agreement, that party retains the right to enforce that term or provision at a later time.
Severability:
If any provision of this Agreement is invalid or unenforceable, whether by the decision of an arbitrator or court, by passage of a new law, or otherwise, the remainder of this Agreement will remain in effect and be construed and enforced consistent with the purpose of this Agreement, to the fullest extent permitted by law. Furthermore, if a provision is deemed invalid or unenforceable, you agree that provision should be enforced to the fullest extent permitted under the law, consistent with its purpose.
Understanding of Agreement:
You acknowledge that you understand the terms and conditions of this Agreement. You also acknowledge that you had the opportunity to discuss these provisions with a lawyer at your own expense prior to entering into this Agreement and have either done so or chosen not to do so in entering this Agreement. Regardless of your choice, you intend to be fully bound by this Agreement.
Entire Agreement:
This Agreement, together with the Privacy Policy (available at https://app.savewithsail.com/privacy-policy ), constitutes the entire agreement between us, and supersedes all prior agreements, representations, and understandings, oral or written, between us. If you are using the Services through an employer or other organization that has a separate agreement with Sail, the terms of that agreement may also apply to your use of the Services. In the event of a conflict between this Agreement and such other agreement, the other agreement would govern.
Contact Information:
For any inquiries or support, please contact: [email protected].
Thank you for taking the time to read our Terms of Service. If you have any questions, please don't hesitate to contact us.