Terms and Policies

Privacy policy

Last Updated: May 10, 2021.

Underdog Technologies Inc. d/b/a Pinwheel (“Pinwheel,” “we,” “our,” and/or “us”) values the privacy of individuals who use our websites (including https://www.pinwheelapi.com) and any of our applications or services that link to this Privacy Policy (collectively, our “Services”).  This privacy policy (the “Privacy Policy”) explains how we collect, use, and disclose personal information from users of our Services.  In addition to our Site, our Services enable individuals (“End Users”) to connect financial accounts and related platforms offered by third parties, including but not limited to payroll providers, government entities, and employers (each an “Account Provider”) to services operated by or on behalf of our customers, such as financial institutions (“Customers”).

By using our Services, you agree to the collection, use, and disclosure of your information as described in this Privacy Policy.  Beyond this Privacy Policy, your use of our Services is also subject to our Terms of Service.

Please note that this Privacy Policy does not describe how the Customers whom you grant access to your payroll accounts use and share your Personal Information. Please review the privacy policies made available by such Customers to learn more about their practices.

Information we collect

We may collect a variety of information from or about you or your devices from various sources, as described below.

A. Information you provide to us

Communications. If you contact us directly, we will receive personal information about you.  For example, when you contact us to learn more about Pinwheel, we will receive your email address and the contents of your message.  If you subscribe to our blog, we will receive your name and email address.

Connecting to an Account Provider.  When you use our Services to connect to an Account Provider, we will ask you for your personal information, such as your payroll provider account credentials, the name of your employer, your first and last name, your phone number, the last four digits of your social security number, and/or your date of birth.  The specific pieces of personal information we collect from you when you use our Services to connect to an Account Provider will depend on the requirements of the Account Provider.

Data Regarding your Financial Account(s). Our Customers provide us with the identifiers for your financial accounts, such as routing number, account number, account type, etc. so that Pinwheel may edit the settings for your direct deposit allocations.

Sharing Income and Employment Data.  When you use our Services we will collect certain personal information from your Account Provider depending on the type of verification we are providing to the applicable Customer.  For example, to verify your employment, we may collect your job title, start date, termination date, and/or your employer’s name, address, and government identification number.

Developers.  If you use our Services as a developer, we will ask you for your first name, last name, and email address. 

Careers.  If you decide to apply for a job with us, you may submit your contact information and your resume online. We will collect the personal information you choose to provide us as part of your job application, such as your contact information, current employment information, and other information you choose to submit with your application and on your resume.  If you apply for a job with us through a third-party platform (such as Glassdoor or LinkedIn), we will collect the personal information you make available to us through such third-party platform.


B. Information we collect when you use our services

Location Information.  When you use our Services, we may infer your general location information.  For example, your IP address may indicate your general geographic region.

Device Information.  We receive information about the device and software you use to access our Services, including your internet protocol (IP) address, web browser type, operating system version, and device identifiers.

Usage Information.  To help us understand how you use our Services and to help us improve it, we automatically receive information about your interactions with our Services, such as the pages or other content you view, the searches you conduct, objects with which you interact, and the dates and times of your visits. 

Information from Cookies and Similar Technologies.  We and our third-party partners may collect information using cookies, pixel tags, or similar technologies.  Our third-party partners, such as analytics and advertising partners, may use these technologies to collect information about your online activities over time and across different services.  Cookies are small text files containing a string of alphanumeric characters.  We may use both session cookies and persistent cookies.  A session cookie disappears after you close your browser.  A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to our Services.

Please review your web browser’s “Help” file to learn the proper way to modify your cookie settings.  Please note that if you delete or choose not to accept cookies from our Services, you may not be able to utilize the features of our Services to their fullest potential.


C. Information we receive from third parties

Partners.  We may receive additional information about you from third parties such as data or marketing partners and combine it with other personal information we have about you.

How we use the information we collect

We use the information we collect:

  • To provide, maintain, debug, improve, and enhance our Services;
  • To uniquely identify and authenticate End Users;
  • To understand and analyze how you use our Services, and develop new products, services, features, and functionalities;
  • To understand and analyze usage patterns;
  • To process your job application;
  • To bill for our Services 
  • To communicate with you, provide you with updates and other information relating to our Services, provide information that you request, respond to comments and questions, and otherwise provide customer support;
  • To find and prevent fraud, and respond to trust and safety issues that may arise;
  • In de-identified and aggregated form (“Aggregated Data”) for any lawful purpose; 
  • For compliance purposes, including enforcing our Terms of Service or other legal rights, or as may be required by applicable laws and regulations or requested by any judicial process or governmental agency; and
  • For other purposes for which we provide specific notice at the time the information is collected.

How we share the information we collect

We do not share or otherwise disclose personal information we collect from you except as described below or otherwise disclosed to you at the time of the collection.  

Marketing.  We do not rent, sell, or share information about you with nonaffiliated companies for their direct marketing purposes.

Affiliates. We may share any information we receive with our affiliates for any of the purposes described in this Privacy Policy.

Vendors and Service Providers.  We may share any information we receive with vendors and service providers retained in connection with the provision of our Services.

Customers. We may provide the personal information you make available to us through our Services with the Customer who is requesting your personal information. For example, if your lender uses our Services for income verification purposes, we will provide the personal information you make available to us through our Services to your lender with your authorization.

Aggregated Data.  We may generate or derive from personal information Aggregated Data regarding the general behavior and characteristics of the users of our Services, and we may share such Aggregated Data (e.g., aggregated user statistics) to the extent permitted by applicable law.

Analytics Partners.  We use analytics services such as Google Analytics, Retool, Segment, Looker, and Datadog to collect and/or process certain analytics data.  These services may also collect information about your use of other websites, apps, and online resources.  You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/ and opt out of them by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout.

As Required by Law and Similar Disclosures. We may access, preserve, and disclose your personal information if we believe doing so is required or appropriate to: (a) comply with law enforcement requests and legal process, such as a court order or subpoena; (b) respond to your requests; or (c) protect your, our, or others’ rights, property, or safety.

Merger, Sale, or Other Asset Transfers. We may disclose and transfer your personal information to service providers, advisors, potential transactional partners, or other third parties in connection with the consideration, negotiation, or completion of a corporate transaction in which we are acquired by or merged with another company or we sell, liquidate, or transfer all or a portion of our business or assets.

Consent.  We may also disclose personal information with your permission.

Your choices

Marketing Communications.  You can unsubscribe from our promotional emails via the link provided in the emails.  Even if you opt out of receiving promotional messages from us, you will continue to receive administrative messages from us.

Do Not Track.  There is no accepted standard on how to respond to Do Not Track signals, and we do not respond to such signals.

If you choose not to provide us with the information we collect, some features of our Services may not work as intended.

Third parties

Our Services may contain links to other websites, products, or services that we do not own or operate (“Third-Party Services”). We are not responsible for the privacy practices of these Third-Party Services. Please be aware that this Privacy Policy does not apply to your activities on these Third-Party Services or any information you disclose to these Third-Party Services. We encourage you to read the privacy policies of these Third-Party Services.

Security

We make reasonable efforts to protect your personal information by using physical and electronic safeguards designed to improve the security of the personal information we maintain. However, as no electronic transmission or storage of information can be entirely secure, we can make no guarantees as to the security or privacy of your personal information.

International visitors

Our Services are hosted in the United States and intended for visitors located within the United States.  If you choose to use our Services from the European Union or other regions of the world with laws governing data collection and use that may differ from U.S. law, then please note that you are transferring your personal information outside of those regions to the United States for storage and processing.  Also, we may transfer your data from the U.S. to other countries or regions in connection with storage and processing of data, fulfilling your requests, and operating our Services.  By providing any information, including personal information, on or to our Services, you consent to such transfer, storage, and processing.

Children's privacy

We do not knowingly collect, maintain, or use personal information from children under 16 years of age (“Minors”), and no parts of our Services are directed to Minors.  If you learn that a Minor has provided us with personal information in violation of this Privacy Policy, please alert us at hello@pinwheelapi.com.

Changes to this privacy policy

We will post any adjustments to the Privacy Policy on this page, and the revised version will be effective when it is posted.  If we materially change the ways in which we use or share personal information previously collected from you through our Services, we will attempt to notify you through our Services, by email, or by other means.

Contact information

If you have any questions, comments, or concerns about our processing activities, please email us at privacy@pinwheelapi.com or write to us at:

Pinwheel

335 Madison Ave

Floor 16

New York, New York 10017

End user terms of use

Last Updated: May 10, 2021.

Welcome to Pinwheel!

Underdog Technologies Inc., d/b/a Pinwheel (“Pinwheel,” “we,” “our,” and/or “us”) provides a platform and services (“Services”) that enables you (and other customers) to connect your payroll or other account (each, an “Account”), that you have in place with a third party, such as a payroll provider, a government entity, or the like (each, an “Account Provider”), to web sites and applications such as the one you are using (the “App”) that are made available to you by other third parties (the “App Provider”) to enable the Apps and App Provider to provide you with certain functions and features related to your Account(s).

PLEASE READ THE FOLLOWING TERMS CAREFULLY

This End User Terms of Use (“Agreement”) is an agreement between you and Pinwheel.  By electing to continue, or by otherwise using the functionality enabled by the Services in the App, you are agreeing to all of the terms and conditions in this Agreement, and you certify to us that you have all rights necessary to do so, including from your employer and the Account Provider.  You are also authorizing the App Provider to access, use and otherwise exploit the information in your Account, and to control and change the destination account into which your paycheck or other payment to you is deposited from the Account, as described in this Agreement below.

The decision to use the Services, and to enable this functionality, is entirely yours. If you do not wish to enable this functionality or agree to any terms or conditions in this Agreement, then you must decline this Agreement and decline use of this functionality in the App.

Eligibility

You represent and warrant to us that: (a) you are at least 18 years old; and (b) you have not previously been suspended or removed from using the Services.

Arbitration notice

Except as otherwise provided in Sections 17.b and 17.b17.c of this Agreement, you agree that disputes arising under this Agreement will be resolved by binding, individual arbitration, and BY ENTERING INTO THIS AGREEMENT, YOU AND PINWHEEL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights in connection with this Agreement (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, as more particularly explained in Section 17 below.

Pinwheel services

A full description of the Services, and the functionality it enables, is available on Pinwheel’s web site at pinwheelapi.com.

In summary, Pinwheel’s Services are designed to empower you by enabling more convenient control over your paycheck and other payment deposits and of the information in your Account (such as information about your wages, salary, hours worked, hourly rate or the like). In particular, Pinwheel’s Services establish a connection between your Account and the App that is intended to enable the App Provider to help you do things with your paychecks, other payments and personal information, such as to switch the account into which your paycheck or other payment is deposited and to provide information from your Account to the App and App Provider.

We have the right to perform our obligations and provide and operate the Services using third parties. The App and Account are not part of the Services.

Third party solutions and terms

Pinwheel has no control over, and is not responsible for, the manner in which the App, App Provider, Account, or Account Provider function or exploit your data; the acts or omissions of such third-party providers or what such parties do with your personal information; and Pinwheel does not guarantee that any Apps or Accounts will remain available or compatible with the Services. 

Additionally, your use of the App and of your Account, and the App Provider’s and Account Provider’s exploitation of your data and deposit of your paychecks and other payments, is governed by separate terms between you and the applicable Account Provider or App Provider. It is important that you carefully read and understand the terms of use and privacy policy made available to you by each of the App Provider and the Account Provider, including to understand how the App and the App Provider may access and exploit your personal information and may change the account into which your paychecks and other payments are deposited as a result of the use of the Services.

You hereby certify to Pinwheel that you have read, understand and have agreed to such terms, including in particular any notices and confirmations to which the App Provider and/or Account Provider requires you to agree in connection with direct deposit or changing direct deposit of your paychecks or payments.

You warrant that use of and access to your Account and data therein by the App, App Provider, and Services complies with all relevant terms that pertain to your Account or such data, including those of the Account Provider.

Transmission of funds

Pinwheel does not transmit, transfer, or take possession of any funds from your paychecks or other payments at any time. Rather, the Services are limited to enabling communications between the App and your Account and all transmission and transfer of funds is directly from your Account to the deposit account specified by the App. Any errors or issues in fund transmission and transfer, including determination of the accounts into which funds are deposited, must be resolved by you directly with the App Provider, your employer and the Account Provider and not with Pinwheel.  Among other things, Pinwheel is not responsible for any nonpayment of funds, payment of funds to an incorrect direct deposit account, or any other issues related to the disbursement of funds from Accounts.

How pinwheel uses your data

While collection, use, storage, and disclosure of your personal information by or for the App, App Provider, Account, and Account Provider is governed by the privacy policy of the respective party, you will need to review Pinwheel’s Privacy Policy to learn how Pinwheel collects, uses, stores, and discloses your data and personal information beyond the activities by or on behalf of the App, App Provider, Account, and Account Provider. By entering into this Agreement, you are agreeing and consenting to use of your personal information in accordance with Pinwheel’s privacy policy. If you have questions, contact us at privacy@pinwheelapi.com. The privacy policy of Pinwheel is incorporated by this reference into, and made a part of, this Agreement.

Account credentials

In order to use the Services and the functionality it enables in the App, you will need to have Account credentials, such as user ID and password, to log in to your Account with the Account Provider through the App. This account information may be provided to the Services, and the Services may store the information, including to enable ongoing access to your Account by the App Provider.  You hereby authorize Pinwheel to use your Account credentials in order to operate the Services and enable communication between the App and your Account, including to specify or change the account into which your paychecks and other payments will be deposited, all in accordance with your instructions and consent.

Accuracy of information you provide

It is very important that you confirm and ensure that all information you provide to the App Provider, Pinwheel, and your Account Provider, particularly names, account numbers, and routing numbers for deposit accounts, is accurate, complete and up-to-date at all times.  Among other things, depositing your paycheck or other payment into the correct account relies upon the accuracy of this information, and errors in this information could result in a deposit of your paycheck or other payment into the wrong account.  You hereby authorize Pinwheel, the App Provider, and Account Provider to rely upon all information that you provide and hereby waive all responsibility and liability of such parties as a result of any inaccuracies or errors in the information you provide.

Your responsibilities

You represent and warrant that you have all necessary rights and that use of the Account, information from your Account, App and Services does not violate any applicable terms, including those of the App Provider and Account Provider, and you agree to comply with all laws and regulations applicable to your use, as well as any rules and guidelines that we post.

You must not (1) use or access anyone else’s Accounts or related data or infringe, misappropriate or violate any intellectual property, proprietary or other right of any party, (2) submit information about anyone else’s identity or Accounts; or (3) use the Services for any fraudulent, illegal, misleading, or other inappropriate purpose. You also agree not to (a) modify, reverse engineer or seek to gain unauthorized access to the Services or related systems, data or source code, (b) bypass or circumvent measures designed to prevent or limit access to any part of the Services or bypass or circumvent any other security-related features or functions, (c) impersonate, or claim false affiliation or relationship to, any party or falsify any identity, name, age or date of birth; (d) rent, lease, provide access to or sublicense any elements of the Services to a third party or use the Services on behalf of or to provide services to third parties, (d) copy, modify or create derivative works of the Services or remove any of Pinwheel’s proprietary notices, (e) access the Services for competitive purposes or publish any benchmark or performance information about the Services, (f) use the Services in any manner that could damage, disable, overburden, interfere with, or impair the functioning of the Services or interfere with, disrupt or negatively affect others; or (g) assist or permit any other party in engaging in any of the acts described in this Section 9 above.

Rights to and modification of the services

You agree that Pinwheel owns all right, title and interest (including intellectual property rights) in and to the Services (including pinwheelapi.com) and our related websites and technology. If you choose to give us feedback, suggestions or other inputs about the Services, you hereby grant to Pinwheel the right and license to use, disclose, license and otherwise exploit them and derivatives thereof (as well as associated intellectual property rights) without restriction.

Pinwheel reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services), temporarily or permanently, without notice to you. Pinwheel will have no liability for any change to the Services or any suspension or termination of access to or use of the Services (whether liability for late payment or non payment of bills; overdraft fees; or otherwise).

Disclaimers and limitations

TO THE EXTENT PERMITTED BY LAW, THE SERVICES (INCLUDING PINWHEELAPI.COM) IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND WITHOUT WARRANTY OF ANY KIND, AND ANY USE IS AT YOUR OWN DISCRETION AND RISK. PINWHEEL, ITS AFFILIATES AND ITS AND THEIR SERVICE PROVIDERS AND OTHER VENDORS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND ALL REPRESENTATIONS AND WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. PINWHEEL DOES NOT WARRANT THAT USE WILL BE UNINTERRUPTED; ERROR-FREE; FREE FROM VIRUSES, TROJAN HORSES OR OTHER MALWARE; THAT YOUR DATA WILL BE ACCURATE, COMPLETE OR SECURE; OR THAT PINWHEEL WILL MAINTAIN ANY DATA WITHOUT LOSS.  

Liability limitations

TO THE EXTENT PERMITTED BY LAW, PINWHEEL ITS AFFILIATES AND ITS AND THEIR SERVICE PROVIDERS AND OTHER VENDORS SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR OR BASED UPON (I) ANY APP, ACCOUNT, OR OTHER THIRD PARTY PRODUCT OR SERVICE, INCLUDING ANY ERROR OR DEFECT IN ANY OF THE FOREGOING; (II) ANY INFORMATION TO THE EXTENT CONTAINED IN OR TRANSMITTED OR PROCESSED BY OR ON BEHALF OF ANY OF THE FOREGOING, (III) ANY FAILURE OR DEFICIENCY IN SECURITY OF ANY OF THE FOREGOING; (IV) ANY ENTRY OR TRANSMISSION TO THE SERVICES OF ANY INCORRECT ACCOUNT NUMBER, ROUTING NUMBER, MONETARY AMOUNT, OR OTHER INFORMATION; (V) ANY ACTION OR INACTION OF ANY APP PROVIDER, ACCOUNT PROVIDER, OR OTHER THIRD PARTY, OR (VI) ANY ACCESS OR USE USING COMPROMISED, FAKE, OR SIMILARLY INVALID CREDENTIALS.  

TO THE EXTENT PERMITTED BY LAW, PINWHEEL, ITS AFFILIATES AND ITS AND THEIR SERVICE PROVIDERS AND VENDORS SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY NON-PAYMENT OR FAILURE TO DEPOSIT; ANY LATE OR INCORRECT PAYMENT OR DEPOSIT; OVERDRAFT OR LATE FEES; FAILURE TO IMPLEMENT CHANGES OR MODIFICATIONS TO YOUR ACCOUNT OR DIRECT DEPOSIT INSTRUCTIONS; OR FAILURE TO DELIVER OR INACCURACY IN DELIVERING INFORMATION; IN EACH CASE REGARDLESS OF THE CAUSE, EVEN IF CAUSED BY THE SERVICES.

TO THE EXTENT PERMITTED BY LAW, PINWHEEL, ITS AFFILIATES AND ITS AND THEIR SERVICE PROVIDERS AND OTHER VENDORS SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR: (A) ANY LOST PROFITS, LOSS OF USE, LOST OR INACCURATE DATA, OTHER FAILURES OF SECURITY MECHANISMS, FINANCIAL LOSSES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR (B) ANY DAMAGES OR AMOUNTS EXCEEDING, IN THE AGGREGATE, THE GREATER OF (1) THE AMOUNT YOU PAID DIRECTLY TO PINWHEEL TO USE THE SERVICES AND (2) ONE HUNDRED U.S. DOLLARS (US $100).

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN SECTIONS 11 AND 12 OF THIS AGREEMENT APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. 

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN YOU AND PINWHEEL. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Modification of this agreement

Pinwheel reserves the right to modify this Agreement on a going-forward basis at any time. Unless we specify otherwise, modifications take effect (and govern future use of the Services, including pinwheelapi.com) when we post the modified version. Accordingly, please check this Agreement periodically for changes. You may be required to agree to the modified version as a condition to your continued use of the Services or the functionality it enables in the App. If you do not agree to the modifications, your sole remedy shall be to cease using the Services and such functionality. Except as expressly permitted in this paragraph, this Agreement may be amended only by a written agreement signed by authorized representatives of both parties. Disputes arising under this Agreement shall be resolved in accordance with the version of this Agreement that is in effect at the time the dispute first arises.

Notices

Pinwheel may provide notices or communications to you through the email associated with your Pinwheel profile, through pinwheelapi.com or through other reasonable methods. All notices, requests and other communications to Pinwheel under this Agreement must be in writing to hello@pinwheelapi.com and will be deemed given when delivered.

Ending this agreement

If you violate any provision of this Agreement, your authorization to access and use the Services shall be deemed terminated automatically. In addition, Pinwheel may terminate or suspend this Agreement (or your use of the Services) at any time in its discretion, with or without notice and for any or no reason, including if Pinwheel suspects that you have violated this Agreement. Pinwheel will have no liability to you for any termination or suspension, nor will such action limit any other rights or remedies Pinwheel may have. You may terminate your Pinwheel account and this Agreement at any time by contacting customer service at hello@pinwheelapi.com. Except for your right to use the Services, this Agreement will survive any termination.

Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Services, App, and Account, and you will defend and indemnify Pinwheel and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Pinwheel Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Services, App, or Account; (b) your violation of any portion of this Agreement, any representation, warranty, or agreement referenced in this Agreement, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party, including the App Provider and Account Provider. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

Dispute resolution and arbitration

Generally. In the interest of resolving disputes between you and Pinwheel in the most expedient and cost effective manner, and except as described in Sections 17.b and 17.c below, you and Pinwheel agree that every dispute arising in connection with this Agreement, or use of the Services, will be resolved by binding arbitration in accordance with this Section 17. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, or your use of the Services, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND PINWHEEL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Exceptions. Despite Section 17.a, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 17 within 30 days after the date that you agree to this Agreement by sending a letter to Underdog Technologies Inc, DBA Pinwheel, Attention: Legal Department – Arbitration Opt-Out, 335 Madison Ave, Floor 16, New York NY 10017 that specifies: [your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration] (“Opt-Out Notice”). Once Pinwheel receives your Opt-Out Notice, the obligation to use binding arbitration under this Section 17 will be void and any action arising out of this Agreement will be resolved as set forth in Section 18.d. The remaining provisions of this Agreement will not be affected by your Opt-Out Notice.

Arbitrator. Any arbitration between you and Pinwheel will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by this Agreement. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Pinwheel. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

Notice of arbitration; process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Pinwheel’s address for Notice is: Underdog Technologies Inc, DBA Pinwheel, 335 Madison Ave, Floor 16, New York NY 10017. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Pinwheel may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Pinwheel must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Pinwheel in settlement of the dispute prior to the award, Pinwheel will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.

Fees. If you commence arbitration in accordance with this Agreement, Pinwheel will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York county, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Pinwheel for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

No class actions. YOU AND PINWHEEL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Pinwheel agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

Modifications to this arbitration provision. If Pinwheel makes any future change to this arbitration provision, other than a change to Pinwheel’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Pinwheel’s address for Notice of Arbitration, in which case your account with Pinwheel, and right to use the Services and functionality it enables in the App, will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

Enforceability. If Section 17.g or the entirety of this Section 17 is found to be unenforceable, or if Pinwheel receives an Opt-Out Notice from you, then the entirety of this Section 17 will be null and void and, in that case, exclusive jurisdiction and venue described in Section 18.d will govern any action arising out of or related to this Agreement.

Miscellaneous

Entire agreement. This Agreement, together with Pinwheel’s Privacy Policy and any other agreements expressly incorporated by reference into this Agreement, are the entire and exclusive understanding and agreement between you and Pinwheel regarding your use of the Services.

Assignment. You may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent. We have the right to assign and otherwise transfer this Agreement at any time without notice or consent.

No Waiver. No waiver will be valid unless in writing and signed by the party to be charged with the waiver.

Enforceability.  If any part of these Terms is held to be illegal, invalid or unenforceable, the illegal, invalid or unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

Governing law. Subject to Section 17 above, this Agreement, and all disputes arising out of or in connection with this Agreement, the Services, or a Pinwheel privacy policy, shall be governed by the laws of the State of New York without regard to conflict of law principles. You and Pinwheel submit to the personal and exclusive jurisdiction of the state courts and federal courts having within their jurisdiction New York county, New York for resolution of any lawsuit or court proceeding permitted under this Agreement.

Consent to electronic communications. By using the Services, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

Contact information. The Services are offered by Underdog Technologies Inc., DBA Pinwheel, located at 335 Madison Ave, Floor 16, New York NY 10017. You may contact us by sending correspondence to that address or by emailing us at hello@pinwheelapi.com.

Notice to california residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.

No support. We are under no obligation to provide support for the Services. In instances where we may offer support, the support will be subject to published policies.

Use of services limited to the united states of america. The Services are intended only for individuals located within the United States. We make no representation that the Services is appropriate or available for use outside of the United States. Access to or use the Services from countries or territories or by individuals where such access or use, or any provision of this Agreement, is illegal, invalid or unenforceable is hereby prohibited.

Pinwheel responsible disclosure policy

Last Updated: May 30, 2020.

Data security is a top priority for Pinwheel, and Pinwheel believes that working with skilled security researchers can identify weaknesses in any technology.

If you believe you’ve found a security vulnerability in Pinwheel’s service, please notify us; we will work with you to resolve the issue promptly.

Disclosure policy

  • If you believe you’ve discovered a potential vulnerability, please let us know by emailing us at security@pinwheelapi.com. We will acknowledge your email within ten business days.
  • Provide us with a reasonable amount of time to resolve the issue before disclosing it to the public or a third party. We aim to resolve critical issues within ten business days of disclosure.
  • Make a good faith effort to avoid violating privacy, destroying data, or interrupting or degrading the Pinwheel service. Please only interact with accounts you own or for which you have explicit permission from the account holder.

Exclusions

While researching, we’d like you to refrain from:

  • Distributed Denial of Service (DDoS).
  • Spamming.
  • Social engineering or phishing of Pinwheel employees or contractors.
  • Any attacks against Pinwheel’s physical property or data centers.

Thank you for helping to keep Pinwheel and our users safe!

Changes

We may revise these guidelines from time to time. The most current version of the guidelines will be available at Responsible Disclosure Policy.

Contact

Pinwheel is always open to feedback, questions, and suggestions. If you would like to talk to us, please feel free to email us at security@pinwheelapi.com.

Disciplinary action

Employees who violate this policy may face disciplinary consequences in proportion to their violation. Pinwheel management will determine how serious an employee’s offense is and take the appropriate action.

Responsibility

It is the Security team’s responsibility to see this policy is enforced.

Pinwheel
335 Madison Avenue
Floor 16
New York, NY 10017

Whistleblower protection policy

Last Updated: June 23, 2020.

Underdog Technologies, Inc. dba Pinwheel (“Pinwheel”) requires directors, officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of the Pinwheel, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.

Reporting responsibility

This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns internally so that Pinwheel can address and correct inappropriate conduct and actions. It is the responsibility of all board members, officers, employees and volunteers to report concerns about violations of Pinwheel’s code of ethics or suspected violations of law or regulations that govern Pinwheel’s operations.

No retaliation

It is contrary to the values of Pinwheel for anyone to retaliate against any board member, officer, employee or volunteer who in good faith reports an ethics violation, or a suspected violation of law, such as a complaint of discrimination, or suspected fraud, or suspected violation of any regulation governing the operations of Pinwheel. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment

Reporting procedure

Pinwheel has an open door policy and suggests that employees share their questions, concerns, suggestions or complaints with their supervisor. If you are not comfortable speaking with your supervisor or you are not satisfied with your supervisor’s response, you are encouraged to speak with the Board of Directors. All correspondences should go to hello@pinwheelapi.com. The Chief Compliance Officer is the only one who will receive access to that inbox. Supervisors and managers are required to report complaints or concerns about suspected ethical and legal violations in writing to the Pinwheel’s Chief Compliance Officer, who has the responsibility to investigate all reported complaints. Employees with concerns or complaints may also submit their concerns in writing directly to their supervisor or the Board of Directors or the organization’s Chief Compliance Officer.

Accounting and auditing matters

Pinwheel’s Chief Compliance Officer shall immediately notify the Board of Directors of any concerns or complaint regarding corporate accounting practices, internal controls or auditing and work with the committee until the matter is resolved.

Acting in good faith

Anyone filing a written complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

Confidentiality

Violations or suspected violations may be submitted on a confidential basis by the complainant. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

Handling of reported violations

Pinwheel’s Chief Compliance Officer will notify the person who submitted a complaint and acknowledge receipt of the reported violation or suspected violation. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation. Chief Compliance Officer: Curtis Lee, Member of the Board of Directors.