Choice Bank Agreement

Choice Bank Agreement

Updated: September 9, 2019

These Teampay Business Card Program Terms and Conditions (these “Terms” or this “Agreement”) represent an agreement between each Business Account Owner and Bank that governs the Card Program (each term as defined below). Business Account Owner shall be responsible for notifying the Business Administrator and Authorized Users of their authority and obligations under these Terms and for ensuring that the Business Administrator and each Authorized User complies with these Terms. Each Authorized User must accept these Terms in order to receive and use the Business Cards.

As mutually agreed upon in writing by Business Account Owner in an addendum to this Agreement, Bank may provide additional products, services or account types to Business Account Owner through the Platform.

1. DEFINITIONS

“Access Information” means collectively a PIN, online user name, password, challenge questions, and any other security information used to access a Business Account or Business Card.

“Authorized User” means any designated person authorized by the Business Administrator to use a Business Card on Business Account Owner’s behalf.

“Bank” means Choice Financial Group, a bank chartered under the laws of the state of North Dakota and Federal Deposit Insurance Corporation (“FDIC”) member.

“Business Account” means a bank account with one or more linked Business Card(s). “Business Account Owner” means the entity that has qualified for and established one or more Business Account(s) and one or more Business Card(s) (see Section 5.2 – Qualifying For and Establishing Business Account(s) and Business Card(s)).

“Business Administrator” means any designated person authorized by the Business Account Owner to administer the Business Account(s) and associated Business Card(s) and/or act on Business Account Owner’s behalf in connection with these Terms, including without limitation designating Authorized Users, funding Business Cards, and setting Business Card limitations (See Section 5.6 – Establishing Business Card Settings).

“Business Card” means a network-branded (such as Mastercard or Visa) payment card that is linked to your Business Account. “Business Card” includes a tangible card with a number embossed on it; a card number; or a card number issued without a tangible card (sometimes called a “virtual card” or “ghost card”). A PIN without use of a card number is not a Business Card. “Card Program” means the program through which the Bank issues one or more Business Accounts and Business Cards for use by Authorized Users on behalf of the Business Account Owner for business purposes.

“Payment Account” means a designated bank account at Business Account Owner’s designated U.S. depository financial institution.

“Payment Card” means Business Account Owner’s credit or debit card.

“PIN” means a personal identification number.

“Platform” means the Teampay applications, web sites, and other products and services provided by Teampay.

“Principal Owner” means (1) each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity and (2) one individual with significant responsibility for managing the legal entity listed above, such as an executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer); or any other individual who regularly performs similar functions.

“Teampay” refers to Team Labs, Inc., a Delaware corporation that services the Card Program and hosts the Website, as part of its business of assisting Business Account Owner in managing corporate expenses, and its successors, affiliates or assignees.

“Teampay Agreement” means the separate agreement between the Business Account Owner and Teampay pursuant to which the Business Owner receives the Teampay Platform.

“We,” “us,” and “our” means Bank and its successors, affiliates, and assignees.

2. ACTIVATING THE BUSINESS CARD

AN AUTHORIZED USER CANNOT USE A BUSINESS CARD TO PERFORM TRANSACTIONS UNTIL THE BUSINESS ADMINISTRATOR OR AUTHORIZED USER HAS ACTIVATED THE BUSINESS CARD PURSUANT TO THESE TERMS. BY ACTIVATING A BUSINESS CARD OR PARTICIPATING IN THE CARD PROGRAM IN ANY WAY, THE BUSINESS ADMINISTRATOR OR AUTHORIZED USER REPRESENTS THAT THEY HAVE READ AND UNDERSTOOD THESE TERMS AND THEY AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. PLEASE VISIT WWW.TEAMPAY.CO (THE “WEBSITE”) TO VIEW, PRINT, AND SAVE THESE TERMS AND OUR PRIVACY POLICY.

3. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A BUSINESS ACCOUNT

TO HELP THE GOVERNMENT FIGHT THE FUNDNIG OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY, AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THESE MEANS FOR THE BUSINESS OWNER AND BUSINESS ADMINISTRATORS: WHEN BUSINESS ACCOUNT OWNER OPENS A BUSINESS ACCOUNT, WE WILL ASK FOR THE NAME, ADDRESS, EMPLOYER IDENTIFICATION NUMBER AND ORGANIZATIONAL DOCUMENTS OF THE BUSINESS ACCOUNT OWNER AND THE NAMES, ADDRESSES, DATES OF BIRTH, AND OTHER INFORMATION CONCERNING EACH BUSINESS ADMINISTRATOR AND PRINCIPAL OWNER THAT WILL ALLOW US TO IDENTIFY THE BUSINESS ACCOUNT OWNER AND ITS BUSINESS ADMINISTRATOR AND PRINCIPAL OWNERS. WE MAY ALSO ASK TO SEE A COPY OF EACH BUSINESS ADMINISTRATOR’S AND PRINCIPAL OWNERS’ DRIVER’S LICENSES OR OTHER IDENTIFICATION DOCUMENTS.

4. CONSENT TO USE ELECTRONIC SIGNATURES AND COMMUNICATIONS

4.1 Business Account Owner Consent. To the extent permitted by applicable law, Business Account Owner consents to use electronic signatures and to electronically receive all records, notices, statements, communications, and other items for all services provided to Business Account Owner and Authorized Users under these Terms and in connection with Business Account Owner’s relationship with us (collectively, “Communications”) that we may otherwise be required to send or provide Business Account Owner in paper form (e.g., by mail).

4.2 Business Account Owner Must Keep Contact Information Current With Us. In order to ensure that we are able to provide Communications to Business Account Owner electronically, Business Account Owner must notify us of any change in their e-mail address by updating Business Account Owner’s profile on the Website.

4.3 Copies of Communications. Business Account Owner should print and save or electronically store a copy of all Communications that we send to Business Account Owner electronically. We reserve the right to assess a fee for providing any paper copy of any Communication (See fee schedule at the end of this document).

4.4 Changes. We reserve the right, in our sole discretion, to communicate with Business Account Owner in paper form. In addition, we reserve the right, in our sole discretion, to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which we provide electronic Communications. Except as otherwise required by applicable law, we will notify Business Account Owner of any such termination or change by updating this Agreement on the Website or delivering notice of such termination or change electronically.

5. BUSINESS ACCOUNT TERMS

5.1 Business Administrators. By designating any individual as a “Business Administrator,” Business Account Owner acknowledges and agrees that the actions or omissions of any Business Administrator shall be taken on Business Account Owner’s behalf and Business Account Owner shall be fully responsible and liable for such actions or omissions as if they were the actions or omissions of Business Account Owner. Business Administrator’s obligations in these Terms shall be deemed to be obligations of Business Account Owner.

5.2 Qualifying for and Establishing Business Account(s) and Business Cards.

(a) Eligibility:

      In order to establish and maintain a Business Account and one or more Business Cards, a Business Account Owner must:

      (i) Have previously entered into a Teampay Agreement, which agreement must remain in effect and not be terminated or expired;

(ii) Designate, via the Teampay Website, a Business Administrator to act on Business Account Owner’s behalf in connection with these Terms and authorize the Business Administrator to fund and otherwise administer the Business Accounts and associated Business Cards;

(iii) Agree to these Terms, as may be amended from time to time as set forth on the Teampay Website in accordance with applicable law;

(iv) Accept the Bank Privacy Policy, which is incorporated by reference into these Terms;

(v) Provide the Payment Card or Payment Account information via the Teampay Website; and

(vi) Provide us with the information requested to verify the identity of the Business Account Owner and its Business Administrator and Authorized Users.

(b) Business Account Owner’s Representation and Warranties:

      By opening a Business Account, requesting, activating or using a Business Card or by retaining or authorizing the use of the Business Card, Business Account Owner represents and warrants to us that:

      (i) Business Account Owner has received a copy of these Terms and agrees to be bound by and to comply with them and understands that they are subject to change in accordance with applicable law;

      (ii) Business Account Owner is duly organized, validly existing and in good standing under the laws of the state in the United States of its formation;

      (iii) Business Account Owner is duly qualified and in good standing to do business in all jurisdictions where Business Account Owner conducts its business;

      (iv) Business Account Owner has all necessary organizational power and authority to establish the Business Account and each Business Card, enter into these Terms, and to perform all of the obligations to be performed by it under these Terms;

      (v) the personal and business information that Business Account Owner provides to us in connection with the Business Account is true, correct and complete;

      (vi) the individual accepting and agreeing to these Terms for Business Account Owner has the requisite corporate authority to accept and agree to the Terms on the Business Account Owner’s behalf;

      (vii) The Business Administrator designated by Business Account Owner is authorized to work in the United States and is at least 18 years of age (or older if residing in a state where the majority age is older);

      (viii) Business Account Owner authorized the Business Administrator to authorize each Authorized User to accept and use a Business Card;

      (ix) Business Account Owner has provided Business Administrator and each Authorized User with a copy of these Terms and Business Administrator and each Authorized User accepts and agrees to be bound by and to comply with them; and

      (x) The Business Account and each Business Cardwill only be used for business purposes and not be used for consumer, personal, family or household purposes.

5.3 Business Account Description. The Business Account is a bank account made available to the Business Account Owner for commercial business purposes, and not consumer, personal, family or household purposes. Business Account Owner will not receive any interest on the funds in the Business Account. The Bank may, in its sole discretion, limit the number of Business Cards that may be issued on behalf of the Business Account Owner. The Business Administrator shall have full power and agrees to administer the Business Account and each Business Card only as described in this Agreement and as duly authorized by the Business Account Owner. The Business Administrator will be authorized to limit or restrict the activity on any or all Business Cards with or without the consent of any Authorized User. The Business Administrator will also be authorized to make changes to the Business Account with or without the consent of any Authorized User. The Business Account Owner is the owner of all funds in the Business Account and those funds allocated to any Business Card at all times and each Authorized User agrees that the Business Account shall only be used as authorized by the Business Account Owner. Business Account Owner acknowledges and agrees that the value available in the Business Account and any Business Card is limited to the funds that have been added to the Business Account or allocated to any Business Card pursuant to these Terms. The funds in the Business Account are insured by the FDIC, for up to the maximum amount as published by the FDIC and allowed under applicable law and regulations.

5.4 Funding of the Business Account. Subject to the limitations set forth in this Agreement, Business Administrator may only add funds to the Business Account as described in this Section 5.4. Business Administrator may not add funds to the Business Account by sending personal checks, cashier’s checks, or money orders to the Bank. The Bank will return all checks and money orders unless the Business Account has a negative balance, in which case the Bank may, in its sole discretion, apply the proceeds of the check or money order towards the negative balance of the Business Account.

(a) Payment Account Transfer. Business Administrator authorizes us to electronically debit Business Account Owner’s Payment Account via the Automated Clearinghouse Network (“ACH”) for a specified amount on a one-time or recurring basis and add such amount to the Business Account.  Business Administrator may provide such authorization and Business Account Owner’s Payment Account information via the Website.  Amounts debited from the Payment Account will be added to the Business Account and available generally within three business days of when we receive the authorization and all required consents and information.

(b) Payment Account Transfer. Business Administrator authorizes us to electronically debit Business Account Owner’s Payment Account via the Automated Clearinghouse Network (“ACH”) for a specified amount on a one-time or recurring basis and add such amount to the Business Account.  Business Administrator may provide such authorization and Business Account Owner’s Payment Account information via the Website.  Amounts debited from the Payment Account will be added to the Business Account and available generally within three business days of when we receive the authorization and all required consents and information.Payment Card Charges. Business Administrator authorizes us to charge Business Account Owner’s Payment Card, directly or through our authorized service providers, for a specified amount on a one-time or recurring basis and add such amount to the Business Account. Business Account Administrator may provide such authorization and Business Account Owner’s Payment Card information via the Website. Amounts charged to the Payment Card will be added to the Business Account and available for transactions generally within one business day of when we receive Business Administrator’s and all required consents and information. In order to add funds to the Business Account by charging the Payment Card, the Payment Card must be issued in Business Account Owner’s name by a U.S. financial institution.

5.5 Business Card Description. Business Cards are issued to the Business Account Owner and will not bear the name of their respective Authorized Users. Each time a Business Card is used for a transaction, you authorize us to charge the transaction amount against the Business Account.

5.6 Establishing Business Card Settings. Only funds in the Business Account may be allocated to a Business Card and accessed utilizing a Business Card. A Business Administrator may establish certain limits (“Settings”) for each Business Card through the Website. Authorized Users will not be permitted to establish or modify the Settings. For example, a Business Administrator may establish Settings that limit the amount of funds that may be allocated to a Business Card or the amount of transactions that may be performed with a Business Card in a day or month. A Business Administrator may change the Settings from time to time via the Website without an Authorized User’s consent. New Settings and changes to existing Settings will be effective only after we have a reasonable period of time to process the new settings or changes.

5.7 Cancellation and Suspension. In addition to and without limiting our rights under this Agreement, a Business Administrator may suspend or cancel a Business Card at any time by changing the Settings on the Website (See Section 5.5 above). Upon the effectiveness of any suspension or cancellation of a Business Card, the Authorized User will no longer be able to use the Business Card, however any transactions made using the Business Card prior to such time will be honored.

5.8 Transaction Requirements. Transactions approved and processed with a Business Card may only be used to purchase goods and services for business purposes only and not for consumer, personal, family or household purposes.

5.9 Authorized User Eligibility and Consents. Prior to distributing a Business Card to an Authorized User, Business Account Owner shall be responsible for ensuring that each Authorized User (i) is authorized to work in the United States and of at least 18 years of age (or older if residing in a state where the majority age is older); (ii) agrees to the Bank’s Privacy Policy; (iii) agrees to the terms of this Agreement; and (iv) provides or agrees that a Business Administrator may provide all requested information, such as the Authorized User’s name, email address, and such other information as we may request from time to time (collectively, “User Information”). On behalf of each Authorized User, Business Account Owner represents and warrants that all information, including User Information, provided to us from time to time is truthful, accurate, current, and complete. Business Account Owner agrees to promptly notify us in writing of changes to any User Information. When a Business Administrator notifies us to revoke permission to use the Business Card, we will close the Business Card and Authorized User may no longer use the Business Card.

5.10 Revocation of Business Administrator Privileges. Business Account Owner must notify Customer Service via e-mail at support@teampay.co to revoke permission for any Business Administrator to administer the Business Account and any Business Card. Any revocation of such permission will be effective only after we have a reasonable period of time to process Business Account Owner’s withdrawal.

5.11 Revocation of Authorized User Privileges. A Business Administrator must modify the Settings on the Teampay Website or notify Customer Service via e-mail at support@teampay.co to revoke permission for an Authorized User to use a Business Card. Any revocation of such permission will be effective only after we have a reasonable period of time to process Business Account Owner’s withdrawal.

5.12 Fees. The fee schedule located at the end of this Agreement lists the fees applicable to the Card Program. In some cases, the actual fee charged may be lower than the fee stated in the fee schedule. The fee schedule is subject to change upon 30 days prior notice. If you believe a fee was charged in error, contact Customer Service at support@teampay.co.

5.13 Choosing A PIN. When an Authorized User is prompted by a merchant for the first time to input a PIN when using a Business Card, any four-digit code will work as the initial PIN for the first PIN-based transaction. After the first PIN-based transaction, the Authorized User must use the same PIN for each subsequent PIN-based transaction, unless and until the Authorized User chooses to reset the PIN as described below in “Resetting The PIN”. Choose a PIN that is easily remembered.

5.14 Resetting The PIN. If an Authorized User needs to reset the Business Card’s PIN, please contact Customer Service at support@teampay.co or by visiting the Teampay Website. By visiting the Teampay Website, an Authorized User can have the Business Card’s PIN deactivated, the Authorized User will be required to provide information about the Business Card to reset the PIN. The Authorized User may then select a new four-digit PIN during the next PIN-based transaction.

5.15 Business Card and PIN Security. When selecting a PIN for a Business Card, a Business Administrator and Authorized Users should not use numbers or words that appear in their wallets (e.g., their date of birth, address, or social security number). Authorized Users must memorize their PINs and not share them with anyone. Do not write the PIN on a Business Card or keep it in the same location as the Business Card. Authorized Users should treat the Business Card with the same care as cash. Always protect the Business Card and keep it in a safe place. Do not send Business Card information or PIN number in an email or text message. Make sure Business Card and Access Information is secured with encryption when used to perform transactions over the Internet or wireless networks.

5.16 Lost or Stolen Business Card, Compromised PIN or Unauthorized Access to Business Account. The Business Card is a commercial Business Card and does not provide consumer protections for lost or stolen Business Cards or unauthorized transactions. Treat each Business Card like cash. Until a Business Administrator or Authorized User reports a Business Card as lost or stolen or reports an unauthorized transaction on a Business Account or Business Card, Business Account Owner is fully responsible for all transactions, even if the Business Card is lost, stolen or used for unauthorized transactions. Contact Customer Service IMMEDIATELY if a Business Administrator or Authorized User believes: (a) a Business Card has been lost or stolen, (b) someone has gained unauthorized access to any Access Information, or (c) someone has transferred or may transfer funds from the Business Account or a Business Card without a Business Administrator’s or Authorized User’s permission. Reporting a lost/stolen Business Card or unauthorized transactions through support@teampay.co or by logging into the Website to deactivate a Business Card is the best way to minimize possible losses. Unless we have authorized a transaction after a Business Account or Business Card is blocked (see Section 5.30 – Our Liability to Business Account Owner), Business Account Owner and Authorized User are responsible for all unauthorized transactions initiated and fees incurred from the unauthorized use of a Business Card. Failure to promptly notify us could result in the Business Account Owner losing ALL of the money in the Business Account and the associated Business Cards.

5.17 Using A Business Card. Business Cards may not be used for ATM cash withdrawals and may not be used for Business payroll payments. Authorized User may use a Business Card to make purchases at any merchant that accepts payment cards of networks with which the Business Cards are branded, subject to the available Business Card balance, the transaction limits and transaction restrictions outlined below, and the other terms and condition of this Agreement. If Authorized User uses a Business Card number without presenting the physical Business Card (such as for a mail order, telephone, or Internet purchase), the legal effect will be the same as if Authorized User used the Business Card itself. Each time Authorized User uses a Business Card, Business Account Owner and Authorized User authorizes us to reduce the value available through the Business Card by the amount of the transaction and any applicable fees. Authorized User is not allowed to exceed the amount of the available funds in the Business Account or allocated to his or her Business Card, whichever is less, through an individual transaction or a series of transactions. Nevertheless, if a transaction exceeds the amount of available funds in the Business Account or allocated to an Authorized User’s Business Card, Business Account Owner will be fully liable to us for the full amount of the transaction and any applicable fees. We may refuse to process a transaction, or temporarily “freeze” a Business Card and attempt to contact a Business Administrator if we notice transactions that are unusual or appear suspicious, or use of the Business Card that are not consistent with its intended use.

5.18 Merchant Holds on Available Funds. When Authorized User uses a Business Card or Business Card number to initiate a transaction at certain merchant locations, such as hotels, restaurants, gas stations, and rental car companies, where the final purchase amount is unknown at the time of authorization, a hold may be placed on the available funds in the Business Card for an amount equal to or in excess of the final transaction amount. The funds subject to the hold will not be available to Business Account Owner or Authorized User for any other purpose until the merchant sends us the final transaction amount. Once we receive the final transaction amount, it may take up to seven days for the hold to be removed. During that period, Business Account Owner and Authorized User will not have access to the funds subject to the hold.

5.19 Transaction Limits. The maximum amount that can be spent using the Business Card is limited to the lower of: (a) the limits set by a Business Administrator (b) limits set forth by the Bank, and (c) limits set by Teampay in accordance with the Teampay Agreement. In order to protect the Business Card, we may temporarily impose limits on the dollar amount, number, and type of transactions performed using a Business Account or a Business Card. To the extent permitted by applicable law, we reserve the right to: (a) change the transaction limits; (b) limit, block, or place a hold on certain types of transfers or transactions: and (c) limit, suspend, or block transfers from particular persons, entities, Business Accounts, or Business Cards.

5.20 Transaction Restrictions. Authorized User may not use a Business Card for online gambling or illegal transactions. We may refuse to process any transaction we believe violates the terms of this Agreement.

5.21 Responsibility for Authorized Transactions. Business Account Owner is responsible for all transactions initiated and fees incurred by use of a Business Card. If a Business Administrator or an Authorized User permit another person to have access to a Business Card or Business Card number, we will treat this as if the Business Administrator has authorized such person to use the Business Card, and Business Account Owner will be liable for all transactions and fees incurred by such person, even if they exceed the authorization granted. Business Account Owner will further be responsible for any transactions made and any fees incurred by an Authorized User even if the Authorized User exceeds the scope of the authority granted to such Authorized User by Business Account Owner. If a Business Administrator wants to withdraw permission for an Authorized User to use a Business Card, then Transactions made with the Business Card will be considered unauthorized only after a reasonable time following Business Administrator’s notification to us that the person is no longer authorized to use the Business Card.

5.22 Business Card Balance. It is important to know the amount of available funds allocated to the Business Card before performing a transaction with a Business Card. If there are not sufficient funds available to cover the transaction amount, the transaction will be declined. If Authorized User does not have sufficient funds available through the Business Card, Authorized User can request that the merchant charge a part of the purchase to the Business Card and pay the remaining amount with cash or another Business Card. These are called “split transactions.” Some merchants do not allow cardholders to conduct split transactions. Business Account Owner and Authorized User acknowledge and agree that the funds available to perform transactions are limited to the available funds that have been added to the Business Card that are not subject to a hold. Authorized User is not authorized to use any funds added to the Business Card in error. Any transaction that could create a negative balance for the Business Account or a Business Card is not permitted, but may occur in limited circumstances. Adjustments may be made to the balance to reverse an error, reflect a merchant adjustment, or resolve a dispute regarding a transaction posted to the Business Card. These processing and adjustment entries could cause the Business Account or Business Card to have a negative balance. If a Business Account or Business Card has a negative balance, Business Account Owner and Authorized User agrees: (a) that the balance of Business Account can be adjusted to reflect that amount; (b) that we may automatically apply any subsequent deposits to the Business Account to satisfy the negative balance and (c) to pay us on demand by a personal check, money order, or other payment method authorized by us for the amount of the negative balance. If no future funds are added to the Business Account or Business Card, we may send Business Account Owner a notice explaining the reason for the adjustment and requesting payment by a personal check, money order, or other payment method to satisfy the negative balance. Payments should be mailed to us at the address provided below or the address stated in the applicable notice.

5.23 Transaction History. A Business Administrator may obtain information about the available funds in the Business Account or a Business Card and a 90-day history of the Business Account or Business Card transactions on the Teampay Website.

5.24 Account Alerts. If a Business Administrator and Authorized User provide email addresses to us, we will send the Business Administrator and Authorized User important notices via email about the Business Card. In addition, if a Business Administrator and Authorized User provide mobile phone number or other text message addresses to us, the Business Administrator and Authorized User expressly consent to receive text messages relating to the Business Card at that number or address. The Business Administrator and Authorized User may change the frequency of notifications at any time by updating their notification setting on the website. Third-party data and message fees may apply.

5.25 Transactions in Foreign Currencies. If an Authorized User makes a purchase using the Business Card in a currency other than in U.S. dollars, the amount deducted from the available funds in the Business Card will be converted by the applicable network into U.S. dollars. The exchange rate will be selected by the applicable network from the range of rates available in wholesale currency markets for the applicable central processing date, which may vary from the rate the applicable network itself receives or the government-mandated rate. The exchange rate used on the central processing date may be different than the rate that was in effect on the date you performed the transaction. For each foreign currency transaction, the Bank may assess a foreign currency conversion fee and will retain this amount as compensation for its services. Please refer to the fee schedule below for the current foreign currency transaction fee.

5.26 Receipts. Authorized User should get a receipt for each Business Card transaction. Authorized User agrees to retain, verify, and promptly reconcile (but in no event less than once a month) Business Card transactions and receipts.

5.27 Refunds and Disputes. Authorized User will not receive cash refunds for Business Card transactions. If a merchant gives Authorized User a credit for merchandise returns or adjustments, the merchant may do so by processing a credit adjustment, which we will credit to the available funds in the Business Card. We are not responsible for the delivery, quality, safety, legality, or any other aspects of goods or services that Authorized User purchases with a Business Card. All such disputes must be addressed and handled directly with the merchant from whom those goods or services were purchased.

5.28 Privacy Policy. Business Account Owner’s, Business Administrator’s and Authorized Users’ privacy is very important to us. We may disclose information to third parties about Business Account Owner, and any Business Administrator, and Authorized User, Business Account and Business Card, and transactions related thereto: (a) as necessary to effect, administer, or enforce a transaction requested or authorized by a Business Administrator or Authorized User; (b) with Business Account Owner’s, Business Administrator’s, or relevant Authorized User’s consent; (c) to protect against or prevent actual or potential fraud, unauthorized transactions, or other liability; (d) to comply with government agency or court orders; (e) as permitted and required by applicable law; and (f) as otherwise provided in Bank’s Privacy Policy. Business Account Owner, Business Administrator, and Authorized Users understand that by participating in the Card Program, Business Account Owner, Business Administrator, and Authorized Users consent to the collection, use, and disclosure of Business Account Owner, Business Administrator, and Authorized Users’ information as set forth in these Terms and Bank’s Privacy Policy available on the Teampay Website.

5.29 Replacement Business Cards. The expiration date of each Business Card will be sent to the Authorized User with the Business Card number. If there is a positive balance of funds in the Business Card upon expiration of a Business Card and the Business Card is in good standing, we may issue Authorized User a new Business Card if the Business Account is still active and in good standing. We may also issue Authorized User a new Business Card when the Business Card expires even if there are no funds in the Business Card. If Authorized User needs to replace a Business Card for any reason, a Business Administrator should contact Customer Service. The Business Administrator will need to provide certain User Information so we can verify their identity.

5.30 Our Liability to Business Account Owner. If we do not complete an electronic fund transfer to or from a Business Card on time or in the correct amount according to these Terms, we may be liable to Business Account Owner for the losses or damages. However, there are some exceptions. We will not be liable if: (a) through no fault of ours, Authorized User does not have enough available funds in the Business Card to perform the transaction; (b) circumstances beyond our reasonable control (such as fire, flood, water damage, power failure, strike, labor dispute, computer breakdown, telephone line disruption, or natural disaster) prevent or delay the transfer despite reasonable precautions taken by us; (c) the system, or point-of-sale terminal was not working properly and a Business Administrator or Authorized User knew about the problem when Authorized User initiated the transaction; (d) the funds in the Business Account or Business Card are subject to legal process or are otherwise not available for transactions; (e) the merchant refuses to accept a Business Card; (f) if access to the Business Account a Business Card has been blocked after a Business Administrator or Authorized User reported a Business Card or Access Information lost or stolen; or (g) if we have reason to believe the transaction is unauthorized.

5.31 Errors or Questions About the Business Account. Email Customer Service at support@teampay.co as soon as a Business Administrator can if the Business Administrator thinks an error has occurred involving the Business Account. We must hear from a Business Administrator no later than 60 days after the date the error occurred. When a Business Administrator sends notification of an error involving the Business Account, the Business Administrator will need to tell us: (a) the Business Administrator’s name and Business Account number, and the Business Card number if applicable; (b) why the Business Administrator believes there is an error and the dollar amount involved; and (c) approximately when the error took place.  We will review the information submitted in a commercially reasonable manner, but given that the Card Program implements a commercial product, Business Account Owner is not entitled to and we are not obligated to follow the requirements or obligations of the Electronic Funds Transfer Act and Regulation E promulgated thereunder, which only apply to consumer accounts. Accordingly, Business Account Owner acknowledges that the Electronic Funds Transfer Act and Regulation E do not apply to the Business Account and Business Card. If a Business Administrator needs more information about our error resolution process, contact Customer Service at support@teampay.co.

6. GENERAL

6.1 Assignment. To the extent permitted by applicable law, we may assign these Terms without obtaining Business Account Owner, Business Administrator, or Authorized Users’ consent. None of Business Account Owner, Business Administrator, nor any Authorized User may assign or transfer a Business Account, Business Card, or these Terms without our prior written consent.

6.2 Severability and Waiver. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be deemed to be modified to the minimum extent necessary to make it valid and enforceable and the rest of this Agreement will not be affected. We do not waive our rights by delaying or failing to exercise them at any time.

6.3 Amendment. We may add to, delete, or amend this Agreement at any time in our sole discretion without providing notice to Business Account Owner, a Business Administrator or Authorized User subject to applicable law. We reserve the right, subject to applicable law, to deliver to Business Account Owner any notice of changes to existing terms or the addition of new terms by posting an updated version of this Agreement on the Teampay Website or delivering notice of changes to Business Account Owner electronically. By continuing to participate in the Card Program, a Business Account Owner, Business Administrator and Authorized User consent to be bound by the updated Terms.

6.4 Entire Terms. These Terms constitutes the entire and sole agreement between Business Account Owner, Authorized Users and us with respect to the Card Program and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Card Program.

6.5 Cancellation and Suspension. To the extent permitted by applicable law, we may cancel or suspend a Business Account, Business Card, or this Agreement immediately, for any reason, and, except when required by applicable law, without notice to Business Account Owner, a Business Administrator or Authorized User. Business Account Owner may cancel a Business Card, or this Agreement at any time by notifying Customer Service as provided below. Cancellation or suspension of this Agreement will not affect any of our rights or Business Account Owner’s, or any Business Administrator’s or Authorized User’s obligations arising under this Agreement prior to such cancellation or suspension. In the event that a Business Card is cancelled, closed, or terminated for any reason, a Business Administrator may request the unused balance to be returned to the Business Account or to Business Account Owner via a check to the mailing address we have in our records.

6.6 Governing Law and Jury Waiver. This Agreement will be governed by and construed in accordance with the laws of the State of North Dakota, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. Each party hereby submits to the jurisdiction of the United States District Court for the District of North Dakota and any North Dakota State Court sitting in Cass County, North Dakota for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such proceedings brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereby consents to process being served in any suit, action or proceeding with respect to this Agreement by the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to its respective address specified at the time for notices under this Agreement or to any other address of which it shall have given written notice to the other party. Each party agrees to fullest extent of the law to WAIVE the right of havING any case tried and/or heard by a jury.

6.7 Indemnification. Business Account Owner agrees to defend, indemnify, and hold harmless us and our parents, subsidiaries, other affiliated companies, and Teampay, and our and their employees, contractors, officers, and directors against any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees) that arise from Business Account Owner’s or its Business Administrator’s or Authorized Users’ violation of these Terms, applicable law, or any third-party rights or Business Account Owner’s or its Business Administrator’s Authorized Users’ fraud or willful misconduct. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by Business Account Owner, in which event Business Account Owner will cooperate in asserting any available defenses.

6.8 NO WARRANTY OF AVAILABILITY OR UNINTERRUPTED USE. From time to time, services related to the Card Program may be inoperative. When this happens, Business Administrators may be unable to access the Teampay Website and Authorized Users may be unable to use the Business Account or any Business Card or obtain information about the Business Account or any Business Card. Please notify us if a Business Administrator or Authorized User has any problems using the Business Card or the Teampay Website. Business Account Owner, Business Administrator and Authorized Users agree that we will not be responsible for temporary interruptions in service due to maintenance, website changes, or failures, nor shall we be liable for extended interruptions due to failures beyond our control, including but not limited to the failure of interconnecting and operating systems, computer viruses, forces of nature, labor disputes and armed conflicts.

6.9 LIMITATION OF LIABILITY. We shall have no liability to you if we are unable to complete a transaction for any reason beyond our control. Except as otherwise expressly provided in this Agreement or as otherwise required by applicable law, we, our affiliates, and the parties with whom we contract in order to offer the Business Accounts, and related services are neither responsible nor liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating in any way to the Business Accounts, any products or services purchased using Business Accounts, or this Agreement (as well as any related or prior agreement that Business Account Owner or Authorized Users may have had with us).

6.10 NOTIFICATION OF CHANGES. If Business Account Owner’s U.S. mail or postal address, or email address or telephone number changes, Business Account Owner must notify us immediately. In addition, Business Account Owner agrees to notify us immediately if the Business Administrator’s or any Authorized User’s status with Business Account Owner has changed. Failure to do so may result in information regarding the Business Account or a Business Card being delivered to the wrong person or your transactions being declined. In such event, we shall not be responsible for any resulting misuse of funds available in the Business Account or Business Card. Business Account Owner must notify us immediately in the event of the insolvency, receivership, conservatorship, bankruptcy or reorganization of Business Account Owner or change in principal owners. Business Account Owner’s Business Account and Business Cards may be terminated by us in the event a change of control, reorganization, restructuring, conversion, consolidation, division or merger of Business Account Owner.

6.11 DISPUTE RESOLUTION BY BINDING ARBITRATION. For any and all controversies, disputes, demands, claims, or causes of action between Business Account Owner (which includes for purposes of this provision any Business Administrator or Authorized User) and us (including the interpretation and scope of this Section 6.11 and the arbitrability of the controversy, dispute, demand, claim, or cause of action) relating to the Card Program, the Business Account, Business Cards, or these Terms (as well as any related or prior agreement that Business Account Owner may have had with us), Business Account Owner and we agree to resolve any such controversy, dispute, demand, claim, or cause of action exclusively through binding and confidential arbitration and the terms of this Section 6.11. The arbitration will take place in the federal judicial district located in the borough of Manhattan, New York, New York, or in the alternative, may be conducted telephonically at your request. As used in this Section, “we” and “us” mean Bank and its subsidiaries, affiliates, predecessors, successors, and assigns and all of its and their respective employees, officers, directors, agents, and representatives. In addition, “we” and “us” include Teampay, and any third party providing any product, service, or benefit in connection with the Business Accounts, the Business Cards, or these Terms (as well as any related or prior agreement that Business Account Owner may have had with us) if such third party is named as a co-party with us in any controversy, dispute, demand, claim, or cause of action subject to this Section.

Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator from the American Arbitration Association (“AAA”) with substantial experience in resolving commercial contract disputes. As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”). Notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief in federal court if it has jurisdiction or, if it does not, in a state court located in the federal judicial district of Business Account Owner’s principal place of business residence in order to maintain the status quo pending arbitration, and each party hereby agrees to submit to the exclusive personal jurisdiction of the courts located within the federal judicial district of Business Account Owner’s principal place of business for such purpose. A request for interim measures will not be deemed a waiver of the obligation to arbitrate.

Business Account Owner agrees to the following in connection with any arbitration: (a) no class or similar group arbitration will be permitted; (b) the arbitration will be confidential, and neither Business Account Owner nor we may disclose the existence, content, or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (c) subject to Section 7.9 (Limitation of Liability), the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (d) each party will pay its own attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law.

Business Account Owner understands and agrees that, by agreeing to these Terms:

  • YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
  • YOU ARE GIVING UP YOUR RIGHT TO HAVE A COURT RESOLVE ANY DISPUTE BETWEEN US; and
  • YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE,  AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY  ARBITRATION OR LAWSUIT INVOLVING ANY DISPUTE BETWEEN US.

This Section will survive termination of the Business Account or these Terms as well as any voluntary payment of any debt in full by Business Account Owner or bankruptcy by Business Account Owner, or any bankruptcy by us. With the exception of subparts (a) and (b) of this Section (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting part was not contained herein.

7. IMPORTANT CONTACT INFORMATION

7.1 Contact Information for Customer Service. A Business Administrator and Authorized Users may contact Customer Service online at www.teampay.co or by writing us at support@teampay.co.

7.2 Fee Schedule. The following fee schedule lists the fees applicable to the Card Program. In some cases, the actual fee charged may be lower than the fee stated in the fee schedule.

Foreign Transaction Written Statements & Communications

3% of transaction amount

$10.99/mo. for paper statements.

$10.99 per instance for written communications outside of monthly paper statements.