TESORO TERMS OF SERVICE
Last Updated: March 31st, 2026
These Terms of Service (“Terms”) apply to your access to and use of (i) the website located at https://www.tesoroxp.com/ (or any successor links) and all associated web pages, websites, and social media pages (the “Site”) provided by Tesoro XP, Inc. (“Tesoro”, “we”, “our” or “us”), and (ii) rewards experiences within third-party mobile games applications that are powered by Tesoro (the “Platform”, and, together with the Site, the “Services”).
BY AGREEING TO THESE TERMS, YOU AND TESORO AGREE TO RESOLVE MOST DISPUTES SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. IF YOU DO NOT WISH TO ARBITRATE DISPUTES WITH TESORO, YOU MAY OPT OUT OF ARBITRATION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 19(j). If you do not agree to these Terms, do not use our Services.
We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of our Services (“Supplemental Terms”). Any Supplemental Terms become part of your agreement with us if you use the applicable Services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.
We may make changes to these Terms. The “Last Updated” date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through our Services, or posting the updated version on our website with an updated date at the top of these Terms. Unless we say otherwise in our notice, the updated Terms will be effective immediately, and your continued use of our Services after the update takes effect will confirm your acceptance of the changes. If you do not agree to the updated Terms, you must immediately stop using our Services.
About Tesoro
The Platform integrates with participating third-party mobile applications (each, a “Game”) and gives you the opportunity to earn in-Game rewards such as in-Game virtual currency (“Rewards”) when you participate in challenges (“Missions”) by making purchases at participating third-party retailers and merchants (each, a “Merchant”) using a connected payment method.
Eligibility and Use Restrictions
- Jurisdiction. You may only use our Services in jurisdictions authorized by Tesoro. Use of our Services is currently authorized only in the United States.
- Age. Users under 18 years of age (or the age of legal majority where the user lives) may only use our Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. The parent or legal guardian of a user under the age of 18 (or the age of legal majority) is fully responsible for the acts or omissions of such user in relation to our Services. If you are a parent or legal guardian and you believe that your child under the age of 18 is using our Services without your consent, please contact us at privacy@tesoroxp.com.
- Personal Use. You may only use our Services for personal, family or household purposes and not for any commercial use.
You may provide certain information to Tesoro in connection with your access or use of our Services, or we may otherwise collect certain information about you when you access or use our Services. You agree to receive emails, SMS or text messages, and other types of communication from Tesoro via the Services using the email address or other contact information you provide in connection with the Services. You represent and warrant that any information that you provide to Tesoro in connection with the Services is accurate.
For information about how we collect, use, share and otherwise process information about you, please see our [Privacy Policy].
Accounts
You must create an account with Tesoro in order to participate in Missions and earn Rewards. You may not share or permit others to use your individual account credentials. You will promptly update any information contained in your account if it changes. You must maintain the security of your account, as applicable, and promptly notify us if you discover or suspect that someone has accessed your account without your permission.
User Content
- Our Services may allow you and other users to create, post, store, and share content, including reviews, text, photos, and other materials (collectively, “User Content”). When you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others.
- Except for the license you grant below, as between you and Tesoro, you retain all rights in and to your User Content, excluding any portion of the Services included in your User Content. You grant to Tesoro and its subsidiaries, affiliates and end users a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to use, reproduce, modify, adapt, publish, translate, create derivative works of, distribute, publicly or otherwise perform and display your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you or any third party. You hereby irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law or under any legal theory.
- You may not create, post, store, or share any User Content for which you do not have all the rights necessary to grant us the license described above, and you represent and warrant that your User Content, and our use of such User Content as permitted by these Terms, will not violate any rights of any person or entity, including any third-party rights, or cause injury to any person or entity. You may not create, post, store, or share any User Content that:
- Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent
- Would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability, or violate any local, state, national, or international law
- May infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
- Contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences
- Impersonates, or misrepresents your affiliation with, any person or entity
- Contains any unsolicited promotions, political campaigning, advertising, or solicitations
- Contains any private or personal information of a third party without such third party’s consent
- Contains any viruses, corrupted data or other harmful, disruptive, or destructive files or content
- In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Tesoro or others to any harm or liability of any type
- Enforcement of this Section 5 is solely at Tesoro’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. This Section 5 does not create any right or private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by these Terms or that objectionable material will be promptly removed after it has been posted.
- We do not undertake to review all User Content, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any User Content. Although we have no obligation to screen, edit, or monitor User Content, we may:
- Delete or remove User Content or refuse to post any User Content at any time and for any reason with or without notice, including without limitation for any violations of applicable law or these Terms
- Terminate or suspend your access to all or part of the Services, temporarily or permanently, if your User Content is reasonably likely, in our sole determination, to violate applicable law or these Terms
- Take any action with respect to your User Content that is necessary or appropriate, in Tesoro’s sole discretion, to ensure compliance with applicable law and these Terms, or to protect Tesoro’s rights, or to protect any third-party rights, including third-party intellectual property and privacy rights (e.g., providing information to copyright owners in furtherance of Digital Millennium Copyright Act takedown requests)
- As permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Content on or through the Services
Prohibited Conduct
- You will not use our Services if you are not eligible to use our Services in accordance with Section 2 and will not use our Services other than for their intended purpose. Further, you will not, in connection with our Services, do any of the following:
- Violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort
- Engage in any harassing, threatening, intimidating, predatory, or stalking conduct
- Use or attempt to use another user’s account or information without authorization from that user and Tesoro
- Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity
- Sell or resell our Services
- Copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Services, except as expressly permitted by us or our licensors
- Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services
- Use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services or that could damage, disable, overburden, or impair the functioning of our Services in any manner
- Reverse engineer any aspect of our Services or do anything that might discover or reveal source code, or bypass or circumvent measures employed to prevent or limit access to any part of our Services
- Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Services except in accordance with instructions contained in our robot.txt file and only to compile for search results, provided that Tesoro grants to the operators of public search engines permission to use spiders to copy materials from the Services for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Tesoro reserves the right to revoke such permission either generally or in specific cases, at any time and without notice
- Develop or use any applications or software that interact with our Services without our prior written consent
- Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes
- Link to any online portion of the Services in a manner that damages or exploits, in our sole discretion, our reputation or suggests any form or association, approval, or endorsement by the Tesoro
- Use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms
- Enforcement of this Section 6 is solely at Tesoro’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.
Mission Listings
The Services may feature descriptions of Missions that may include images, videos, or descriptions of Merchants’ products or services and the Rewards that can be earned (“Listings”). The availability through the Services of any listing, description, or image of a third-party product or service does not imply our endorsement of it. Despite our efforts, Listings may occasionally be inaccurate, incomplete, or out of date. Such Listings and the availability of any product or service (including the validity or amount of any Reward) are subject to change at any time without notice.
- Eligibility. To activate Missions, you must register with Tesoro and provide valid payment card and contact information to link your Tesoro account with participating Games and Merchants. You must be authorized to use any payment card you provide and must comply with applicable law in connection with your participation in Missions.
- Restrictions. Missions may only be completed at the Merchant locations specified in a Listing (whether in-person or online) and, where applicable, may not be available at every Merchant location. We may place a limit on the number of Rewards that may be earned per Mission, per account, or in a specified period of time. Tesoro accounts may be linked to multiple Games, but you may only earn Rewards for Missions in one Game at a time. If you register for the same or overlapping Missions with multiple Games, you will only be eligible to receive Rewards in the Game where you have most recently registered. Missions may not be completed through fraudulent, abusive, or artificial transactions, including transactions that are cancelled, returned, disputed, reversed, or primarily intended to generate Rewards rather than purchase goods or services from Merchants. Tesoro reserves the right to determine eligibility for Missions in its sole discretion.
- Missions and Rewards. In order to receive Rewards for a Mission, you must register for the Mission on the Platform and complete the Mission using a payment card registered with Tesoro at the Merchant location and within timeframe indicated on the Listing. Taxes, shipping and handling, and payment card fees (if applicable) are not counted towards any Rewards. The Rewards shown in connection with a Mission are provided by the relevant Game and are subject to change at any time without notice. Rewards are promotional incentives provided by participating Games and do not constitute cash, stored value, prepaid access or a deposit account, and have no monetary value except as expressly stated in the applicable Game. Rewards are not transferrable, refundable, redeemable for cash, or exchangeable except required where required by applicable law. If a qualifying transaction is refunded, cancelled, charged back, or otherwise reversed, Tesoro may revoke, cancel, or deduct any associated Rewards. Rewards will be credited to you within seven business days, though time of Rewards may depend on transaction settlement information received from payment networks or processors and may be delayed or adjusted accordingly.
- Linked Payment Cards.
- Prior to activating or completing any Mission, you must integrate with the Platform and supply certain information, such as your payment card number and its expiration date and billing address, to us or our payment processors. You may only link types of payment cards that are currently approved for use by Tesoro, and any use of your payment card is subject to the applicable payment card company’s terms, available here www.visa.com and www.mastercard.com. You authorize Tesoro and its payment services providers to use tokenization, card updater services, and similar technologies to maintain updated payment credentials for purposes of Mission tracking. You authorize us to use your payment method and any associated information to track your completion of Missions. Verification of information may be required prior to your receipt of any Rewards. You understand that your real-life spending at any participating Merchant is a transaction between you and the Merchant, and that Tesoro is not involved in any such transaction.
- Tesoro does not process, settle, or transmit funds for purchases made with your payment card and is not a party to any transaction between you and a Merchant. Tesoro is not responsible for payment and authorization decisions, transaction failures, pricing, refunds, returns, or disputes relating to any purchase. Tesoro and its services providers may receive transaction data from payment networks, issuing banks, or payment processors to determine Mission eligibility. Transaction data may be delayed, incomplete, or unavailable, and Tesoro’s determination regarding whether a transaction qualifies for a Mission shall be final.
- Reservation of Rights. Tesoro reserves the right, including without prior notice, to limit the available quantity of or discontinue any Mission or Rewards; to impose conditions on the honoring of any Rewards; to bar any user from registering for any Mission; and to alter the criteria or details of any Mission or receipt of Rewards. Tesoro may modify, suspend, withhold, or revoke Rewards or access to Missions if it suspects fraud, abuse, violation of these Terms, payment network rule violations, or other activity that presents risk to Tesoro, participating Games, Merchants, or payment partners. Tesoro may delay issuance of Rewards pending investigation or verification.
- Payment Network Programs.
- Certain Missions rely on card-linked offer programs and transaction data provided by payment card networks, issuing banks, payment processors, and other third parties (“Payment Network Programs”).
- By linking a payment card, you authorize Tesoro and its service providers to receive transaction information to administer Missions and determine eligibility for Rewards. Mission availability and Reward eligibility depend on Payment Network Programs that Tesoro does not control and that may be modified, limited, or discontinued at any time.
- Tesoro determines eligibility based solely on transaction data received from the Payment Networks Programs, which may be delayed, incomplete, or unavailable. Only qualifying transactions that are authorized and settled through supported payment methods are eligible for Rewards. Tesoro may modify, suspend, withhold, or revoke Rewards where required by Payment Network Program rules or where fraud, abuse, or violations of these Terms are suspected
Any sweepstakes, contests, raffles, surveys, games, or similar promotions (collectively, “Promotions”) made available through the Services may be governed by rules that are separate from these Terms. If the rules for a Promotion conflict with these Terms, the Promotion rules will govern with respect to the Promotion.
Ownership; Limited License
The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, and all intellectual property rights therein and thereto, are owned by Tesoro or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services, including all intellectual property rights therein and thereto, are reserved by us or our licensors. Subject to your compliance with these Terms (including Sections 5 and 6), you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights. The Platform is licensed (not sold), and if you fail to comply with any of the terms or conditions of these Terms, you must immediately cease using the Platform. All rights to the Games are retained by their respective owners and your use of the Games is governed by their terms.
Trademarks
Tesoro and our logos, product or service names, slogans, and the look and feel of the Services are trademarks of Tesoro and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.
Feedback
You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about Tesoro or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback or Services, or to improve or develop new products, services, or the Services in Tesoro’s sole discretion. Tesoro will exclusively own all improvements to, or new, Tesoro products, services, or Services based on any Feedback. You understand that Tesoro may treat Feedback as nonconfidential.
Repeat Infringer Policy; Copyright Complaints
- Our Policy. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others (our "DMCA Policy").
- Reporting Claims of Copyright Infringement. If you believe that any content on our Services infringe any copyright that you own or control, you may notify Tesoro’s designated agent (your notification, a “DMCA Notice”) as follows:
Designated Agent:Copyright Department
Address:1606 Headway Cir STE 19077
Austin, TX 78754
Telephone Number:+1 (512) 861-1514
Email Address:dmca@tesoroxp.com
Please see Section 512(c)(3) of the DMCA for the requirements of a proper notification. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your notice may not be effective. If you knowingly materially misrepresent that any activity or material on our Services is infringing, you may be liable to Tesoro for certain costs and damages.
Third-Party Content
- Our Services rely on or interoperate with third-party products and services, including, without limitation, third-party Games, data storage services, communications technologies, IoT platforms, third-party app stores, and internet and mobile operators (collectively, “Third-Party Materials”). These Third-Party Materials are beyond our control, but their operation may impact, or be impacted by, the use and reliability of our Services. You acknowledge that (a) the use and availability of the Services is dependent on third-party product vendors and service providers and (b) these Third-Party Materials may not operate reliably 100% of the time, which may impact the way that our Services operate.
- Specifically, certain items of independent, third-party code may be utilized in connection with the Services that may be subject to open-source licenses (“Open-Source Software”). The Open-Source Software is licensed to us under the terms of the license that accompanies such Open-Source Software and may be licensed to you under the terms of the same license or through other terms. Nothing in the Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Open-Source Software.
- We may further provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.
- We have no obligation to monitor Third-Party Materials or Third-Party Content, and we may block or disable access to any Third-Party Materials or Third-Party Content (in whole or part) through our Services at any time. Your access to and use of such Third-Party Content or Third-Party Materials may be subject to additional terms, conditions, and policies applicable to such Third-Party Content (including terms of service or privacy policies of the providers of such Third-Party Materials). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Services.
Indemnification
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Tesoro and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners, and employees (individually and collectively, the “Tesoro Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs arising out of or related to (a) your access to or use of the Services; (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You will promptly notify Tesoro Parties of any third-party claims, cooperate with Tesoro Parties in defending such claims, and pay all fees, costs, and expenses associated with defending such claims (including attorneys' fees). The Tesoro Parties will have control of the defense or settlement, at Tesoro's sole option, of any third-party claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Tesoro or the other Tesoro Parties.
Disclaimers
Your use of our Services and any content or materials provided therein or therewith (including the Third-Party Content and Third-Party Materials) is at your sole risk. Except as otherwise provided in a writing by us and to the fullest extent permitted under applicable law, our Services, and any content or materials provided therein or therewith (including Listings, Third-Party Content and Third-Party Materials) are provided “as is” and “as available” without warranties of any kind, either express or implied. Tesoro disclaims all warranties with respect to the foregoing, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Tesoro does not represent or warrant that our Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) are accurate, complete, reliable, current, or error-free or that access to our Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) will be uninterrupted. While Tesoro attempts to make your use of our Services and any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) safe, we cannot and do not represent or warrant that our Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) or our servers are free of viruses or other harmful components or content or materials. You assume the entire risk as to the quality and performance of the Services and any content provided therein or therewith (including the Third-Party Content and Third-Party Materials). All disclaimers of any kind (including in this section and elsewhere in these Terms) are made for the benefit of Tesoro, Tesoro Parties, and Tesoro’s respective shareholders, agents, representatives, licensors, suppliers, and service providers, as well as their respective successors and assigns.
Limitation of Liability
- To the fullest extent permitted by applicable law, Tesoro and the other Tesoro Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if Tesoro or the other Tesoro Parties have been advised of the possibility of such damages.
- The total liability of Tesoro and the other Tesoro Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to $50.
- The limitations set forth in this Section 17 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of Tesoro or the other Tesoro Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
Release
To the fullest extent permitted by applicable law, you release Tesoro and the other Tesoro Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between yourself and any third parties, including any Games and Merchants. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Dispute Resolution; Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND TESORO TO ARBITRATE CERTAIN DISPUTES AND LIMITS THE MANNER IN WHICH YOU AND TESORO CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND TESORO FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND TESORO AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. TESORO AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.
YOU AND V EACH ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF EITHER PARTY’S CLAIMS.
FOLLOW THE INSTRUCTIONS BELOW, IN SECTION 19(j), IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.
- Claims This Section Applies To. This Section 19 applies to all Claims between you and Tesoro. A “Claim” is any dispute, claim, or controversy (excluding those exceptions listed in Section 19(c), below) between you and Tesoro, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, for which either party wishes to seek legal recourse and that arises from or relates to these Terms, or the Services, including any claims related to the use or operation of the Services, the purchase of any products or services made available through the Services, all privacy or data security claims, and all claims related to the validity, enforceability, or scope of this Section or any portion of it.
- Informal Dispute Resolution Before Arbitration. If you believe you have a Claim against Tesoro or if Tesoro believes it has a Claim against you, you and Tesoro will first attempt to resolve the Claim informally to try to resolve the Claim more quickly and reduce costs for both parties. You and Tesoro will make a good-faith effort to negotiate the resolution of any Claim for 45 days (“Informal Resolution Period”), from the day either party receives a written notice of a dispute from the other party that satisfies the requirements of this Section 19(b) (a “Claimant Notice”). The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. The Informal Resolution Period may be extended by the parties’ mutual written agreement.
You must send any Claimant Notice to Tesoro by certified mail, addressed to Tesoro XP, Inc., Attn: Legal Department, 1606 Headway Cir STE 19077, Austin, TX 78754 or by email to legal@tesoroxp.com. Tesoro will send any Claimant Notice to you by certified mail or email using the contact information you have provided to Tesoro. The party sending a Claimant Notice (the “Claimant”) will ensure it includes (i) the Claimant’s name, address, email address, and telephone number; (ii) a description of the nature of and basis for the Claim, including the date(s) on which the Claim arose and the facts on which the Claim is based; (iii) the specific relief sought; and (iv) a personally signed statement from the Claimant themselves(and not their counsel) verifying the accuracy of the contents of the Claimant Notice.
No arbitration demand (“Arbitration Demand”) may be filed or proceed before a Claimant Notice is sent and the Informal Resolution Period has concluded. If you or Tesoro files an Arbitration Demand without complying with the requirements in this Section 19, including the requirement to wait for the Informal Resolution Period to conclude, the other party may seek relief from a court to enjoin such filing and for such other relief as the court deems proper. The prevailing party in any such action shall be entitled to recover its costs and reasonable attorneys’ fees incurred in seeking such relief.
To facilitate the parties’ efforts to reach an efficient resolution of any Claim, the applicable statutes of limitation will be tolled, and all deadlines associated with arbitration fees deferred, from the commencement of the Informal Dispute Resolution Process through the date when suit or arbitration may be filed under these Terms.
- Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court (provided that the small claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property rights of you or Tesoro, including any disputes in which you or Tesoro seek injunctive or other equitable relief for the alleged unlawful use of your or Tesoro’s intellectual property (“IP Claims”), all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 19(b) must be resolved by a neutral arbitrator through final and binding arbitration rather than in court. Claims subject to binding arbitration include, without limitation, disputes arising out of or relating to the interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of this arbitration provision or any portion of it.
- Binding Individual Arbitration. Except as otherwise expressly permitted by this Section 19, any Claim may be resolved only through binding individual arbitration conducted by the American Arbitration Association (the “AAA”), https://adr.org/, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”). If you are a “Consumer,” meaning that you only use the Services for personal, family, or household purposes, the then-current version of the AAA’s Consumer Arbitration Rules, as modified by these Terms (the “Rules”), will apply to Claims between you and Tesoro. If you are not a Consumer, the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures, as modified by these Terms, will apply to Claims between you and Tesoro.
These Terms affect interstate commerce, and the enforceability of this Section 19 will be substantively and procedurally governed by the FAA to the maximum extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. As allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Tesoro to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).
- Arbitration Procedure and Location. You or Tesoro may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing an Arbitration Demand with AAA in accordance with the Rules.
Instructions for filing a demand with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to Tesoro by certified mail addressed to Tesoro XP, Inc., Attn: Legal Department, 1606 Headway Cir STE 19077, Austin, TX 78754 or by email to legal@tesoroxp.com. Tesoro will send any demand for arbitration to you by certified mail or, if no physical address has been provided, by email using the contact information you have provided to Tesoro.
The arbitration will be conducted by a single arbitrator in the English language. You and Tesoro both agree that the arbitrator will be bound by these Terms.
For Claims in which the Claimant seeks less than USD $10,000, the arbitrator will decide the matter based solely on written submissions, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the Claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings will be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is determined to be necessary, the site of any in-person hearing will be determined by the applicable Rules.
The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and Tesoro agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.
Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.
- Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.
- Frivolous or Improper Claims. To the extent permitted by applicable law, a Claimant must pay all costs incurred by the defending party, including any attorney’s fees and arbitration fees, related to a Claim if an arbitrator determines that (i) the Claim was not warranted by existing law or by a nonfrivolous argument, (ii) the factual contentions for the Claim lacked evidentiary support when filed or were unlikely to have evidentiary support after a reasonable opportunity for further investigation; or (iii) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.
- Confidentiality. If you or Tesoro files a Claim in arbitration, you and Tesoro agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of any discovery in the arbitration. You and Tesoro agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.
- Mass Disputes. If 25 or more Claimant Notices are received by a party that raise similar Claims and have the same or coordinated counsel, these will be considered a “Mass Dispute” and the provisions of this Section 19(i) will apply to all such Claimant Notices. A Claimant Notice in a Mass Dispute may proceed to arbitration only as set forth below.
- Applicable Rules. Any Arbitration Demands based on these Claimant Notices filed in arbitration shall be subject to the AAA’s then-current Mass Arbitration Supplementary Rules, as modified by these Terms. Any disputes over whether an Arbitration Demand should be considered part of the Mass Dispute will be decided by the AAA as an administrative matter. The following procedures are intended to supplement the AAA’s Mass Arbitration Supplementary Rules, and to the extent the procedures conflict with those Rules, to supersede them.
- Initial Arbitrations. The parties shall identify an initial set of 20 Claimant Notices to proceed as Arbitration Demands in order to maximize efficiencies in the management, investigation, and arbitration of the remaining Claimant Notices in the Mass Dispute. The initial set shall be selected as follows. Counsel representing the Claimants in a Mass Dispute must notify the other party in writing (email will suffice) when all or substantially all Claimant Notices for the Mass Dispute have been provided. Counsel for all Claimants and counsel for the responding party each shall then select 10 Claimant Notices to proceed as Arbitration Demands. Claimants shall then file Arbitration Demands for the 20 selected Claimant Notices. No Claimant Notice or Arbitration Demand may be filed or deemed filed, and no related arbitration fees may be assessed, until the Claimant Notice is selected to proceed to arbitration following the process set forth in this Section. A single arbitrator will preside over each Arbitration Demand, and shall preside only over one Arbitration Demand, unless the parties agree otherwise.
- Mediation. Upon conclusion of the 20 Initial Arbitrations (or sooner if the parties agree) and before proceeding with any other Arbitration Demands, the parties must engage in a single mediation applicable to all Claimant Notices in the Mass Dispute. The parties shall have 30 days following the conclusion of the last of the initial arbitrations to agree on a mediator. If they are unable to do so, the AAA may appoint one as an administrative matter. No additional Arbitration Demands may be filed until 30 days after such mediation concludes or 90 days after the appointment of a mediator, whichever is sooner.
- Remaining Claimant Notices and Arbitrations. If mediation concludes with 100 or more unresolved Claimant Notices, any remaining Claimant or the receiving party to a remaining Claimant Notice may opt out of arbitration of all Claimant Notices that were not resolved in the initial 20 Arbitration Demands or mediation. Such an election may only be for all Claimant Notices remaining in the Mass Dispute, not a portion thereof. To be effective, such election must be communicated in writing (email suffices) to counsel for the other party within 30 days of mediation concluding. Claimant Notices released from the arbitration requirement must be resolved according to Section 20.
If complaints based on Claimant Notices that were released from the arbitration requirement are filed in court, the Claimants may seek class treatment, although to the fullest extent allowed by applicable law, the putative classes must be limited to those Claimants in the Mass Dispute whose claims remain unresolved, and for which a Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis and may raise any other defenses available under applicable law.
If the mediation process concludes with fewer than 100 Claimant Notices remaining or if no timely election to opt out of arbitration is made, the AAA will randomly select 30 Claimant Notices (or the total remaining if less than 30]) that comply with Section 19(b) to proceed in arbitration in the same manner as described in Section 19(i)(2), above. Once such arbitrations have concluded, the parties will repeat this process until all Claimant Notices in the Mass Dispute have been resolved.
- Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted a version of these Terms by emailing legal@tesoroxp.com. To be effective, the opt-out notice must be on your own behalf and include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 20.
- Rejection of Modifications to this Section. You may reject any change we make to this Section 19 (except changes to notice addresses) as to you, by emailing legal@tesoroxp.com within 30 days of the date of the change. To be effective, you must send the notice or rejection on your own behalf, and you must include your full name, mailing address, and email address. The notice must clearly indicate your intent to reject changes to Section 19. You may reject changes to Section 19 only as a whole. You may not reject only certain changes to Section 19. If you reject changes made to Section 19, the most recent version of Section 19 that you have not rejected will continue to apply.
- Two Years to Assert Claims. To the extent permitted by law, any Claim by you or Tesoro against the other must be included in a Claimant Notice within two years after such Claim arises; otherwise, the Claim is permanently barred, which means that you or Tesoro will no longer have the right to assert that Claim.
- Severability. If any portion of this Section 19 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 19 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 19; and (iii) to the extent that any claims may proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 19 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 19 will be enforceable.
Governing Law
Any dispute, claim, or controversy that arises from or relates to these Terms will be governed by and construed and enforced in accordance with the laws of the State of Texas, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any dispute, claim, or controversy that arises from or relates to these Terms is not subject to arbitration pursuant to Section 19, then the state and federal courts located in Travis County, Texas, will have exclusive jurisdiction. You and Tesoro waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section.
Modifying and Terminating Our Services
We reserve the right to modify our Services or to suspend or terminate providing all or part of our Services at any time; charge, modify, or waive any fees required to use the Services; or offer opportunities to some or all end users of the Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of our Services, such as by sending an email or providing a notice through our Services. All modifications and additions to the Services will be governed by the Terms or Supplemental Terms, unless otherwise expressly stated by Tesoro in writing. You also have the right to stop using our Services at any time, and you may terminate these Terms by ceasing use of our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.
Severability
If any portion of these Terms other than Section 19 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render the Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve the Terms and the intent of the Terms to the fullest possible extent.
Export Control
You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.
Miscellaneous
- Tesoro’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Communications and transactions between us may be conducted electronically.
- If you have a question or complaint regarding the Services, please send an email to legal@tesoroxp.com. You may also contact us by writing to 1606 Headway Cir STE 19077, Austin, TX 78754, or by calling us at +1 (512) 861-1514. Please note that email communications will not necessarily be secure; accordingly, you should not include payment card information or other sensitive information in your email correspondence with us. Further, under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.
Additional Terms Applicable to Mobile Devices
The following terms apply if you install, access, or use the Services on any device that contains the iOS mobile operating system (the “iOS App”) developed by Apple Inc. (“Apple”).
- Acknowledgement. You acknowledge that these Terms are concluded solely between us, and not with Apple. Tesoro, not Apple, is solely responsible for this iOS App and the content thereof. You further acknowledge that the usage rules for the iOS App are subject to any additional restrictions set forth in the Usage Rules for the Apple iOS App Store Terms of Service as of the date you download the iOS App, and in the event of any conflict, the Usage Rules in the Apple iOS App Store will govern if they are more restrictive. You acknowledge that you have had the opportunity to review the Usage Rules.
- Scope of License. The license granted to you is limited to a non-transferable license to use the iOS App on any iPhone, iPod touch, iPad, or any other Apple device that you own or control as permitted by the Usage Rules set forth in the Apple iOS App Store Terms of Service.
- Maintenance and Support. You and Tesoro acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Platform.
- Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the Platform. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the iOS App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Platform. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of Tesoro. However, Tesoro has disclaimed all warranties of any kind with respect to the Platform, and therefore, there are no warranties applicable to the Platform.
- Product Claims. You and Tesoro acknowledge that as between Apple and Tesoro, Tesoro, not Apple, is responsible for addressing any claims relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to (a) product liability claims, (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation.
- Intellectual Property Rights. The parties acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringe that third party’s intellectual property rights, Tesoro, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.
- Developer Name and Address. Any questions, complaints, or claims with respect to the iOS App should be directed to:
Tesoro XP, Inc.
1606 Headway Cir
STE 19077
Austin, TX 78754
legal@tesoroxp.com
- Third-Party Terms of Agreement. You will comply with any applicable third-party terms when using the Services.
- Third-Party Beneficiary. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.