Toolbox Rewards Terms

November 15, 2022
These Rewards Terms are incorporated into and made part of the Charge Card Terms
of Use as well as the Toolbox Terms of Service between Company and Toolbox and
govern Company’s participation in the Toolbox Rewards Program. They describe how
Company may be eligible for, accrue, earn, redeem, and forfeit Rewards. By opening
and maintaining a Charge Card Account in good standing, Company is automatically
enrolled in the Toolbox Rewards Program. Capitalized terms used in these Rewards
Terms have the meanings provided either in this document or as defined in the Charge
Card Terms of Use.
Toolbox may update these Terms at any time by posting an updated version to our
website or app. Potential updates could include changing the eligibility for participation,
the conditions for earning or redeeming Rewards, merchant Multipliers, eligible
categories, termination of the Toolbox Rewards Program, etc.
Some Rewards, such as those relating to travel may have additional terms and
conditions.
You may only participate in the Toolbox Rewards Program if you accept all of these
Rewards Terms. These Rewards Terms are effective when you activate your Charge
Card Account.

​1.1 Requirements and Eligibility for Participation
To participate in the Toolbox Rewards Program, your Toolbox Charge Card Account
must be continuously in good standing, you must maintain a Linked Account, and all
Users accruing or redeeming Rewards on behalf of Company must be affiliated with
Company.
If your Charge Card Account is not in good standing for any reason, or we determine in
our sole discretion that you are abusing or misusing the Toolbox Rewards Program or
have otherwise violated any of our terms, agreements, and policies, you may be
ineligible to accrue Rewards, earn or use Rewards, and you may forfeit any Rewards
previously earned or accrued.
Certain Charge Card Accounts may not be eligible to participate in the Toolbox
Rewards Program. We may update or change eligibility criteria, restrictions, and
requirements at any time.
Available Rewards and Perks may vary based on various factors including the types of
services Company uses, Company’s location, how long Company has been a Toolbox
customer, and other factors determined in our sole discretion. We may otherwise
condition, restrict or limit available Rewards in our sole discretion.

​1.2 Accruing Rewards
You may accrue Rewards through use of the Services as specified on our platform. The
specific Rewards you may accrue may be different depending on factors including the
Services you use, the Rewards Tiers offered, and your eligibility. We may limit accrual
and redemption of Rewards, including through caps, fees, and expiration.
Certain transactions may be excluded from accruing Rewards, including cash
withdrawals, repayments of Fees on your Charge Card Account, transactions that are
deemed fraudulent, disputed transactions or transactions subject to Chargebacks, and
certain other non-Card payment transactions. We may determine that a transaction
type, or particular transaction, is excluded from eligibility for Rewards accrual at any
time. Transactions on any Periodic Statement for which payment is delinquent or for
which all or a portion of the balance remains outstanding for any reason, may not
accrue Rewards. Rewards accrued during any statement period may only be awarded
upon payment in full of amounts owed to Toolbox.

​1.3 Reversals and Failure to Accrue
The accrual of Rewards may be netted against transaction reversals (such as refunds
or chargebacks) or where we determine, in our sole discretion, that the conditions
required for accrual of Rewards were not satisfied. If this results in a negative Rewards
balance, we may subtract a proportionate number of Rewards from existing Rewards
balances or any future Rewards that would otherwise accrue to your Charge Card
Account.

​1.4 Rewards Tiers
We may establish Rewards Tiers with separate criteria for participation, and with distinct
benefits, such as access to certain Rewards Multipliers. While we may publicize certain
requirements for participation in a Rewards Tier, we will ultimately make independent
evaluations as to whether Company qualifies for any given Rewards Tier. We may use
any information that you provide to Toolbox, or that we have access to, when
determining qualification for a Rewards Tier and we are under no obligation to disclose
the factors taken into consideration when making our determination. Company’s
eligibility for a Rewards Tier may be changed at any time in our sole discretion. Please
contact us if you believe that you qualify for a specific Rewards Tier.

​1.5 Additional Rewards Terms
Certain Rewards (including Rewards Tiers and Multipliers) may be subject to additional
terms and conditions that will be provided to you if applicable. For example, Toolbox
may determine Rewards redemption ratios and the timing of such redemption. Any
Rewards partnerships with Third-Party Service Providers may also be also subject to
additional terms and conditions determined by the Third-Party Service Provider. You are
responsible for reviewing and understanding any such additional terms and conditions,
and we disclaim any liability for claims that may arise in connection with Third-Party
Service Providers.

​2.1 Rewards are not Property
Rewards are not your property. Any Rewards accrued by Users will be reflected in
Company's account in accordance with these Rewards Terms. Rewards may only be
redeemed by an Owner, and no User is entitled to use any accrued Rewards other than
as approved by an Owner.
Rewards are not transferable to any third party or any other Charge Card Account,
unless otherwise specified by Toolbox. Any non-permitted attempt to transfer Rewards
is void and any Rewards that you attempt to transfer may be forfeited.

2.2 Redeeming Rewards
We display Company’s Rewards, redemption options, and available Perks in your
Account. Redemption options are subject to change and are subject to the terms,
conditions, and availability of offers by external companies. The value of Rewards will
vary depending on how authorized Users elect to redeem them, or in Toolbox’s sole
discretion in accordance with these Rewards Terms. Rewards offerings with Third-Party
Service Providers are not guaranteed and are subject to change or expire, either in
Toolbox’s sole discretion or at the discretion of Third-Party Service Providers, with or
without Notice. We or Third-Party Service Providers may condition when and how you
can redeem Rewards or how you may earn Rewards. For example, a Third-Party
Service Provider may limit use of a Reward for their products or services to their new, or
existing customers, or require use of a Reward before a specific date or impose a limit
on the minimum or maximum number of Rewards that may be used. Each available
Perk may be redeemed only once per Account.
We may limit use or redemption of Rewards or Perks to specific authorized Users or
accounts. You are solely responsible for ensuring that any actions taken by Users to
use or redeem Rewards do not violate Company policies or rules and any applicable
industry practice, ethical obligations, or laws or regulations applicable to your specific
business.

2.3 Redemption Ratios
We may change Reward redemption ratios or revoke availability of redemption in our
sole discretion with or without Notice.

2.4 Privacy
Users may be required to provide personal information to redeem Rewards, which may
be provided to third parties. Users who redeem Rewards provided by Third-Party
Service Providers consent to Toolbox providing personal information for these
purposes. You may review our Privacy Policy for more information.

2.5 Taxes
Company understands that it is responsible for determining and obtaining appropriate
tax treatment for any Rewards it redeems, and Company is solely responsible for any
taxes arising from or related to any earned Rewards. Toolbox will not report any income
or earnings related to Rewards to a taxing authority, except where expressly required by
law.

3.1 Disqualification
You may be disqualified from participating in the Toolbox Rewards Program if at any
time: (a) any payments you owe to Toolbox are past due, (b) any prior payments were
late, (c) you misuse any Services, (d) you engage in Prohibited Activities found in the
Prohibited Activities List, (e) you violate any of Toolbox’s policies or terms or (f) you
attempt to or otherwise game or misuse Rewards or the Toolbox Rewards Program.
Where we determine, in our sole discretion, that Company no longer satisfies the
requirements for participation in the Toolbox Rewards Program, we may disqualify you
and you may lose any Rewards that you may have accrued.

3.2 Payment Failure, Delinquency, Suspension, or Termination
In the event of a (a) payment failure, (b) delinquency, (c) suspension, or (d) closing of
your Charge Card Account, your accrued Rewards may be forfeited, and we may freeze
your ability to redeem Rewards. We may refuse any request to use Rewards, or
terminate your participation in the Toolbox Rewards Program if your Charge Card
Account is not in good standing, if any payments are past due, if your Charge Card
Account has been closed, or if you have otherwise breached any of your obligations
under the Cardholder Agreement and applicable Services. You may lose all accrued
Rewards when your account is closed, either by you or us. If your Charge Card Account
is in default, you do not accrue Rewards and your existing Rewards may be forfeited.
If you do forfeit Rewards, we may allow you to regain these Rewards in our sole
discretion, and we may charge a Fee or require you to pay all amounts owed to us, or
place other conditions for doing so.

4.1 Changes to these Rewards Terms
We may modify these Rewards Terms or provide another agreement governing your
use of the Rewards or any portion of them by providing you Notice. Any waiver,
modification, or indulgence that we provide to Company, of any kind or at any time,
applies only to the specific instance involved and will not act as a general waiver or a
waiver, modification, or indulgence under these Rewards Terms for any other or future
acts, events, or conditions. Further, any delay by Toolbox in enforcing our rights under
these Rewards Terms does not constitute forfeiture of such rights.

4.2 Termination of the Toolbox Rewards Program
Toolbox may terminate the Toolbox Rewards Program or any Tiers at any time. If
Company’s Cardholder Agreement is terminated, these Rewards Terms will
immediately terminate.

4.3 Contacting Us
If you have any questions about the Toolbox Rewards Program, you may contact
Toolbox at [email protected].

4.4 Other Legal Terms
Toolbox may assign, pledge, or otherwise transfer the administration of these Rewards
Terms without providing Notice to you.
You release Toolbox from all liability for your use of Rewards and for your participation
in the Toolbox Rewards Program. Separately, you release Toolbox from liability for third
party claims in accordance with these Rewards Terms.

5. Defined Terms
Capitalized terms in this document will have the meaning provided in the Cardholder
Agreement or as defined below:
Multipliers means any promotion provided by Toolbox that applies one or more Reward
per dollar spent for specific types of transactions on Cards, as determined by Toolbox.
Perks means certain benefits, discounts or other offers that may be available to
participants in the Toolbox Rewards Program.
Rewards means cashback rewards, Points, Perks, credit, or other benefits offered by
Toolbox through participation in the Toolbox Rewards Program.
Toolbox Rewards Program means the program offered by Toolbox described on our
platform as governed by these Rewards Terms.
Rewards Terms means these Toolbox Rewards Terms as amended from time to time.
Tier means a status designated by Toolbox that may include additional benefits, access
to exclusive Rewards, or specific Multipliers.