Effective Date: May 20, 2025

‍1. Acceptance of Terms

By accessing or using InstaSwitch (including any websites, applications, hosted portals, co-branded or partner-specific subdomains, or services provided by InstaSwitch, Inc., collectively the "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms") and our Privacy Policy. If you do not agree to these Terms, you must not use the Service. When creating an account or initiating use of the Service, you may be required to actively accept these Terms (for example, by clicking an "I Agree" button or checking a box). You agree that such acceptance (whether by electronic click-through or use of the Service) constitutes a valid and enforceable agreement between you and InstaSwitch, equivalent to a written signed contract.

These Terms apply regardless of how you access the Service, including through a co-branded experience or a partner-specific interface.

2. Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction) and capable of entering into a legally binding agreement to use InstaSwitch. By using the Service, you represent and warrant that you meet these eligibility requirements. If you are using the Service on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

3. Description of Services

InstaSwitch, Inc. provides a platform designed to simplify and automate the process of switching bank accounts and updating related financial information. The Service helps businesses by:
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‍Account Update Automation: Guiding or automating the update of bank account details across various third-party platforms (such as revenue sources, payroll providers, and recurring payment services) to seamlessly redirect payments and deposits to the desired account.
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‍Visibility and Insights: Securely aggregating data (via third-party providers like Plaid) to give you a complete snapshot of your incoming deposits and outgoing payments, helping identify optimal timing for transitions between accounts.
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‍Guided Recommendations: Providing a prioritized roadmap or recommendations for moving transactions (e.g. suggesting funding amounts or timelines) so that switching accounts has minimal impact on cash flow and business operations.
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‍Execution Support: Offering clear instructions and (where possible) automated workflows to execute the necessary changes – for example, updating payment information with services like Stripe, Gusto, or Shopify on your behalf or with your input.

All features and functionalities are provided for your convenience to assist in account switching. However, InstaSwitch does not guarantee that using the Service will achieve any particular outcome (such as successfully transferring all transactions or avoiding fees or disruptions). You remain responsible for monitoring your accounts and verifying that all intended changes (e.g. deposits, withdrawals, or payment updates) are completed correctly, as further detailed in these Terms.

Use of the Service through any partner-branded or co-branded experience remains subject to these Terms in full.

InstaSwitch does not act as your agent or fiduciary and assumes no responsibility for final execution unless explicitly stated.

4. User Accounts and Security

To access certain features of the Service, you may need to register an account. You agree to provide accurate and complete information when creating an account and to update your information as needed to keep it current. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. If you believe that your account has been compromised or accessed without authorization, you must notify InstaSwitch immediately. InstaSwitch is not liable for any loss or damage arising from unauthorized use of your account.

5. Permitted Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You will not: Use the Service for any fraudulent, illegal, or unauthorized purpose; Interfere with or disrupt the operation, security, or integrity of the Service (including by introducing viruses or malicious code); Attempt to gain unauthorized access to any part of the Service or to other users’ accounts or data; Reverse engineer, decompile, or attempt to extract the source code or underlying components of the Service, except where expressly permitted by applicable law (e.g., under 17 U.S.C. § 1201(f)); Use the Service in a manner that infringes or violates the intellectual property rights, privacy rights, or any other rights of any person or entity.

Violation of the above restrictions constitutes a material breach of these Terms and may result in immediate suspension or termination of your access to the Service, as well as potential legal consequences.

6. Fees and Payments

InstaSwitch may offer certain premium features or services for a fee. Any applicable fees will be disclosed to you in advance, for example during a sign-up or purchase flow. By electing to use paid features of the Service, you agree to the pricing and payment terms presented to you for that Service. Unless otherwise stated, all fees are non-refundable. You are responsible for paying any applicable taxes or government-imposed charges associated with your use of InstaSwitch. InstaSwitch reserves the right to change its pricing or institute new fees at any time upon reasonable notice to you (such as by posting on our website or via email). If you do not agree to any change in fees, you may terminate the paid feature before the new fee takes effect; continuing to use the Service after the fee change constitutes your agreement to pay the updated amount.

InstaSwitch may currently offer some features free of charge, but reserves the right to introduce fees for those features in the future, with advance notice provided in accordance with this section.

7. Third-Party Services and Integrations

Data Providers: InstaSwitch integrates with third-party services (for example, financial data aggregators like Plaid) to retrieve your account information, transaction history, and bank details. These integrations allow the Service to display external account balances, transactions, account numbers, routing numbers, and other relevant data. By using such features, you authorize InstaSwitch to transmit and retrieve your information (including financial account credentials and data) via these third-party providers solely to facilitate the Service. While InstaSwitch strives to work with reliable partners, we do not guarantee the accuracy or completeness of data obtained from third parties. Any information fetched via Plaid or similar services is provided "as is" from those external sources. You should independently verify critical information (such as account and routing numbers or financial details) before relying on it for financial decisions or transfers. Please note that your use of such third-party data services may also be subject to the third party’s own terms and privacy policy (for example, using InstaSwitch to connect your bank account via Plaid implies your agreement to Plaid’s terms of service and privacy policy). Platform Integrations: InstaSwitch also provides tools or instructions to help you update information on third-party platforms (e.g. payment processors like Stripe, payroll services like Gusto, e-commerce platforms like Shopify, and others). InstaSwitch’s Service may facilitate your interaction with these platforms by guiding you through their update processes or, in some cases, programmatically submitting information with your permission. InstaSwitch is not affiliated with or endorsed by these third-party platforms, and we do not guarantee the availability, compatibility, or success of any integration or update on their systems. You are responsible for complying with any third-party terms of use when you use their services via InstaSwitch. If a third-party platform requires additional steps (such as two-factor authentication or confirmation of changes), you must complete those steps; InstaSwitch’s role is only to assist or automate where possible, not to guarantee performance of the third-party service. No Endorsement or Control: References or links to third-party tools and services within InstaSwitch are provided for your convenience. InstaSwitch does not endorse, supervise, or have control over those third parties, and we are not responsible for their acts or omissions, availability, performance, or the accuracy of information provided by them. This means, for example, if a third-party service (such as a bank’s online system, Plaid, Stripe, Gusto, Shopify, etc.) encounters errors, downtime, or provides incorrect information, InstaSwitch will not be liable for any consequences arising from those issues. Your interactions with any third-party service are solely between you and that provider, and you use them at your own risk.

Use of the Service is also governed by our Privacy Policy, which describes how we collect, use, retain, and protect your data. We retain user data only as long as necessary to provide the Service, comply with our legal obligations, and enforce our policies.

8. Stored Financial Information

InstaSwitch stores bank account and routing information in encrypted form solely to deliver the Service. InstaSwitch applies industry-standard safeguards, including encryption in transit and at rest, strict access controls, and regular security reviews. InstaSwitch is not a financial institution, payment processor, or money transmitter, and does not directly move or hold funds.

You agree that:

You authorize InstaSwitch to store and use this information strictly for service-related purposes;

InstaSwitch uses strong encryption and access control measures to protect stored data;

You are solely responsible for confirming the accuracy of any account details before submitting transfers, updates, or instructions;

InstaSwitch is not liable for any errors, delays, or losses arising from inaccurate, outdated, or misused account information, including that stored or displayed in the platform;

InstaSwitch is not responsible for delays, inaccuracies, or failures caused by incorrect user input, third-party platform behavior, or other external systems.

You remain responsible for verifying that all updates or actions initiated through the Service are completed as intended. To the fullest extent permitted by law, InstaSwitch disclaims liability for any such issues, including under the Gramm-Leach-Bliley Act (GLBA) and applicable state financial privacy laws.

9. Disclaimers of Warranties and Accuracy

InstaSwitch provides the Service on an "as is" and "as available" basis, without any warranties of any kind, either express or implied. To the fullest extent permitted by law, InstaSwitch disclaims all warranties of any kind related to the Service and its outputs, whether express, implied, or statutory, including (but not limited to) any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties that may arise from course of dealing or usage of trade. Please note the following important disclaimers:

‍Information and Guidance Not Guaranteed: Any information, recommendations, or guidance provided by the Service (including suggested funding amounts, recommended timelines, automation status updates, or other outputs) are estimates and for informational purposes only. Such outputs are not guaranteed to be accurate, complete, or up-to-date, and they may not reflect your most current financial transactions or circumstances. InstaSwitch makes no warranty that following any recommendation or guidance will produce any particular outcome or result for you. You should not rely solely on the Service’s information to make important decisions.

‍No Professional Advice: You understand that InstaSwitch is not a bank, financial planner, tax advisor, or legal advisor. The Service’s outputs and recommendations do not constitute financial, investment, tax, or legal advice. They are tools to assist you in your own decision-making. Before making any financial decisions (such as transferring funds or changing a payroll directive) you should consider consulting a qualified professional who understands your specific situation. Any actions you take upon the information provided by InstaSwitch are taken at your own risk.

‍User’s Responsibility to Verify: You are solely responsible for your decisions and actions based on information provided by the Service. It is your responsibility to independently verify the accuracy and suitability of all information obtained through InstaSwitch before acting on it. For example, you must verify all account numbers, routing numbers, transaction amounts, deadlines, and other details before using that information to move money or update payment instructions. You are also responsible for ensuring that any switch or update recommended by the Service (such as changing a payroll direct deposit or updating a recurring charge) is properly completed with the relevant third-party institution or provider. InstaSwitch can assist in the process but does not guarantee that any third-party update or transfer has actually occurred unless we expressly confirm completion.

‍Service Availability and Errors: InstaSwitch does not warrant that the Service will be uninterrupted, timely, secure, or error-free. While we strive for high availability, there may be occasions when the Service is unavailable or delayed (for example, for maintenance or due to network issues). There may also be occasional technical errors, bugs, or inaccuracies in the Service. You assume all risk for any such issues. No information or advice obtained from InstaSwitch (whether oral or written) shall create any warranty not expressly stated in these Terms.

10. Limitation of Liability

To the maximum extent permitted by law, InstaSwitch (and its officers, directors, employees, agents, affiliates, and suppliers) will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, goodwill, or other intangibles, whether incurred directly or indirectly, arising from or related to your use of (or inability to use) the Service. This limitation applies to all causes of action, whether in contract, tort, or otherwise, and even if InstaSwitch has been advised of the possibility of such damages. In addition, and without limiting the foregoing, InstaSwitch shall not be responsible or liable for any damages, losses, or consequences whatsoever resulting from:

‍Third-Party Data Errors: Any inaccuracy, error, or omission in financial data or account information retrieved from third-party providers (for example, incorrect transaction details or bank account/routing numbers obtained through Plaid or other data integrators). InstaSwitch relies on third-party services for certain data and does not guarantee the correctness of such information. You bear all risk associated with acting on financial data obtained through the Service.

‍Recommendations or Estimates: Any incorrect, misleading, or suboptimal recommendations, estimates, or information provided by the Service (including, but not limited to, suggested funding amounts, timelines, alerts, or switching instructions). All outputs from the Service are subject to the disclaimers in Section 9 above, and you assume full responsibility for any decisions you make in reliance on such outputs.

‍Execution or Automation Failures: Any error, omission, failure, or delay in executing a bank account switch, payment update, or other instruction via the Service’s automation or guides. This includes, for example, situations where an automated transfer or update does not occur as intended, is processed incorrectly, or is not completed in a timely manner. InstaSwitch provides tools to initiate changes, but you are responsible for monitoring the outcome and manually completing any steps that the Service does not handle or that fail to process.

‍Payroll and Payment Issues: Any consequences of following the Service’s guidance or using its tools with respect to payroll or other payments, such as missed or late payroll deposits, vendor payments, or bill payments; any overdrafts, fees, or penalties incurred; or other financial losses or business interruptions. InstaSwitch may suggest schedules or actions to update payroll or payments, but you must ensure that all such updates are correctly executed with the appropriate third parties (e.g., your payroll provider or vendors) and verify that payments are made as expected.

‍General Use of the Service: This includes all aspects of your use of InstaSwitch, including reliance on information, content, or automation tools provided through the Service. InstaSwitch is not responsible for issues caused by user error (e.g., entering incorrect account numbers or failing to follow guidance), unauthorized access to your account, system downtime, or loss of data. InstaSwitch’s liability for security breaches is addressed in our Privacy Policy; this provision governs all other scenarios to the fullest extent permitted by law.

If, notwithstanding the above disclaimers, InstaSwitch is found liable to you for any claim related to the Service, InstaSwitch’s total aggregate liability will be limited to the greater of: (a) the total amount you paid to InstaSwitch in the six (6) months prior to the event giving rise to the claim, or (b) one hundred U.S. dollars ($100). If you have not paid InstaSwitch for the Service, your sole and exclusive remedy is to stop using the Service. This limitation is cumulative and applies to all claims, regardless of legal theory.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above may not apply in full. In such cases, InstaSwitch’s liability will be limited to the maximum extent allowed by applicable law.

11. Indemnification

You agree to indemnify, defend, and hold InstaSwitch harmless (along with its officers, directors, employees, agents, affiliates, contractors, and partners) from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs) that arise out of or relate to:

‍Your Use of the Service: Your access to or use of the InstaSwitch Service, including any data or content you obtain through the Service and any actions you take (or fail to take) based on information or tools provided by the Service.

‍Violation of These Terms: Your breach of any provision of these Terms or any violation of applicable law or regulation in connection with your use of the Service.

‍Infringement of Rights: Your violation of any rights of a third party through use of the Service, including but not limited to intellectual property rights, privacy rights, or other proprietary rights. (For example, if you were to misuse data from InstaSwitch in violation of someone else’s rights or share another person’s information without authorization.)

‍Third-Party Disputes or Claims: Any disputes, losses, or claims between you and a third party arising from your use of InstaSwitch. This includes, for instance, any claim by your customer, employee, vendor, bank, or other entity that a payment was missed, late, redirected, or improperly processed due to actions you took on the InstaSwitch platform.

Your indemnification obligation includes covering any claims or losses arising from the authorized actions InstaSwitch takes on your behalf or at your direction (for example, initiating account updates or fund transfers with third-party services as instructed by you). You agree to cooperate fully with InstaSwitch in defending any claim subject to indemnification. InstaSwitch reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (in which case you agree to assist and cooperate with InstaSwitch in asserting any available defenses). This indemnity remains in effect even after you stop using the Service or your account is terminated.

12. Partner Financial Institution Disclaimer

In some cases, you may access or use InstaSwitch through, or at the invitation of, a bank or other financial institution that partners with InstaSwitch (each a "Partner Institution"). You acknowledge that any such Partner Institution is not responsible for the InstaSwitch Service and provides access to it merely as a convenience for you. The Partner Institution does not own or control the Service and makes no warranties or representations regarding your use of InstaSwitch, and all disclaimers, limitations of liability, and other protections described in these Terms apply equally for the benefit of the Partner Institution. Accordingly, you agree that the Partner Institution will have no liability whatsoever arising from or related to your use of InstaSwitch. In no event will your bank or financial service provider be responsible for any errors, inaccuracies, omissions, or outcomes associated with InstaSwitch, including (but not limited to) any of the issues described in Sections 9 and 10 of these Terms (such as incorrect data, delays or failures in switching accounts, missed payments, or any other damages or losses). If you have any issues or disputes regarding InstaSwitch, you agree to address them with InstaSwitch, not with the Partner Institution. Furthermore, you agree that the indemnification obligations in Section 11 above extend to each Partner Institution. You will indemnify and hold harmless your bank or other Partner Institution from any claim, loss, or liability arising out of your use of the InstaSwitch Service, to the same extent as you indemnify InstaSwitch. This clause is intended for the benefit of Partner Institutions, and such entities are expressly designated as third-party beneficiaries of this Section with the right to enforce its terms directly.

However, this indemnity does not extend to actions, omissions, or errors solely attributable to the Partner Institution, including its handling of your bank accounts or any failure to deliver services unrelated to InstaSwitch.

13. Termination

Termination by InstaSwitch: InstaSwitch reserves the right to suspend or terminate your access to the Service (in whole or in part) at any time, for any reason, and without prior notice, including if we believe you have violated these Terms, if we are required to do so by law or by a Partner Institution, or if your use of the Service poses a security or integrity risk to InstaSwitch or others. We also reserve the right to modify or discontinue any part of the Service, temporarily or permanently. InstaSwitch shall not be liable to you or any third party for any such suspension, termination, or discontinuance of your access to the Service. Termination by You: You may stop using the Service at any time. If you wish to terminate your InstaSwitch account, you may do so through the account settings (if available) or by contacting InstaSwitch customer support. Termination will be effective once InstaSwitch deactivates your account. Effect of Termination: Upon termination (by either party) of your account or these Terms, your right to access and use the Service will immediately cease. You will no longer have access to your InstaSwitch account, and any data or information you have stored with the Service may be deleted or made inaccessible, except to the extent that InstaSwitch is obligated or permitted to retain such data under applicable law or our Privacy Policy. InstaSwitch will not be liable to you for compensation, reimbursement, or damages for any termination of access, or for deletion of your data, in accordance with these Terms. Any provisions of these Terms that by their nature should survive termination (including but not limited to ownership provisions, disclaimers of warranty, limitations of liability, indemnities, and governing law) shall survive the termination of your access to the Service and remain in effect.

If your access to InstaSwitch is provided through a Partner Institution and that institution discontinues its relationship with InstaSwitch, your access to the Service may be terminated. InstaSwitch will notify you if your account is impacted and provide a reasonable opportunity to export your data before permanent deletion, subject to legal and policy constraints.

14. Changes to Terms

InstaSwitch may update or revise these Terms from time to time. If we make a material change to the Terms, we will provide you with notice in a manner commensurate with the change (for example, by posting the updated Terms on our website or within the Service, or by sending an email notification). We will update the "Effective Date" at the top of the Terms to indicate when the changes become effective. It is your responsibility to review any updated Terms. If you continue to use the Service after the effective date of any revised Terms, that continued use will constitute your acceptance of the changes. If you do not agree to any update or modification of these Terms, you must stop using the Service. We recommend that you periodically review the Terms to ensure you understand the terms and conditions that apply to your use of InstaSwitch.

15. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Service will be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. By agreeing to these Terms, you are agreeing that any claims or disputes with InstaSwitch (or related to your use of the Service) must be resolved by a court located in New York, New York, USA, unless otherwise agreed by the parties or required by applicable law. You consent to the personal jurisdiction of such courts and waive any objections to venue in those courts, provided that if you are using the Service as an individual consumer primarily for personal, family, or household purposes and are resident outside of New York, this clause does not override any rights you may have under mandatory local laws to file claims in your country of residence. Nothing in this section limits the rights InstaSwitch may have to seek injunctive relief or enforce judgments in any appropriate jurisdiction.

16. Contact Information

If you have any questions about these Terms or the Service, or need to contact InstaSwitch for any reason, please reach out to us: InstaSwitch, Inc.
Attn: Legal Department
53 Boerum Place, Apt 7K
Brooklyn, NY 11201, USA
Email: support@instaswitch.co

‍17. Representations and Warranties

You represent and warrant that:

You meet the eligibility requirements described in Section 2 and are legally authorized to enter into these Terms;

All information you provide to InstaSwitch is true, accurate, current, and complete;

You have all necessary rights and authority to authorize InstaSwitch to access, process, and use your data or accounts you connect;

You will comply with all applicable laws and regulations in connection with your use of the Service, and will not use the Service for any unlawful, fraudulent, or unauthorized purposes as described in Section 5.

You are not using the Service for any illegal or unauthorized purpose.

18. Binding Arbitration and Class Action Waiver

‍PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS.

‍Any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Service will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration will take place in New York, New York, unless otherwise agreed in writing. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

You and InstaSwitch agree that:

Claims may only be brought in an individual capacity, not as a plaintiff or class member in any class or representative proceeding;

The arbitrator may not consolidate claims or preside over any class, collective, or representative proceeding;

This arbitration agreement will survive termination of these Terms.

If any part of this arbitration provision is held unenforceable, or if arbitration is otherwise not permitted by law, the parties agree to submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and waive any objection based on inconvenient forum.

‍This arbitration clause is intended for business users of the Service. If you are using InstaSwitch in a personal capacity (e.g., for household or non-commercial purposes), certain provisions — such as the class action waiver or mandatory arbitration requirement — may not apply to you where prohibited by applicable law.

‍Nothing in this Section prevents either party from: Seeking injunctive relief in a court of law; Enforcing a judgment in any court of competent jurisdiction; or bringing an individual claim in small claims court, where eligible.

19. Force Majeure

InstaSwitch will not be liable for any failure or delay in performance under these Terms due to circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, epidemics or pandemics, labor disputes, government actions, war, terrorism, cyberattacks, third-party service outages (including banks, data providers, or platform APIs), infrastructure failures, or internet connectivity disruptions.

By using the InstaSwitch Service (and by clicking any "I Agree" or similar acceptance button presented to you), you acknowledge that you have read these Terms of Service, understand them, and agree to be bound by them.