Teampay Prepaid Virtual Account Program Agreement
Last updated: 06/29/2017
These Teampay Prepaid Virtual Account Program Terms and Conditions (these "Terms" or this "Agreement") represent an agreement between each Business Account Owner and Bank that governs the Teampay Prepaid Virtual Account 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 Virtual Account.
"Access Information" means collectively a PIN, online user name, password, challenge questions, and any other security information used to access a Business Account or Virtual Account.
"Authorized User" means any designated person authorized by the Business Administrator to use the Virtual Account on Business Account Owner’s behalf.
"Bank" means Sutton Bank, member Federal Deposit Insurance Corporation ("FDIC").
"Business Account" means the records we maintain to account for the value for the funds available for associating with Virtual Accounts issued at Business Account Owner’s or any Business Administrator’s request and the Virtual Accounts for such Virtual Accounts.
"Business Account Owner" means the entity that has qualified for and established a Business Account and one or more Virtual Account(s) (see Section 5.2 - Qualifying For and Establishing Business Account and Virtual Accounts)
"Business Administrator" means any designated person authorized by the Business Account Owner to administer the Business Account and associated Virtual Account(s) and/or act on Business Account Owner’s behalf in connection with these Terms, including without limitation designating Authorized Users, funding Virtual Accounts, and setting Virtual Account limitations (See Section 5.5- Establishing Virtual Account Settings).
"Payment Card" means Business Account Owner’s credit or debit card.
"PIN" means a personal identification number.
"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 Teampay, Inc., a New York corporation that services the 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 Virtual Account Program" or "Program" means the program through which the Bank issues one or more Virtual Accounts for use by Authorized Users on behalf of the Business Account Owner to assist the Business Account Owner in managing corporate expenses.
"Teampay Agreement" means the separate agreement between the Business Account Owner and Teampay pursuant to which the Business Owner receives Teampay expense management services.
"Virtual Account" means the Teampay Prepaid Virtual Account issued by Bank through which any Authorized Users can obtain Funds in the Virtual Account. Virtual Account is represented by a 16-digit account number. The Virtual Account is a sub-account of the Business Account and the records maintained by Bank for each Virtual Account associated with the Business Account that is requested by the Business Account Owner or any Business Administrator. Each reference to "Virtual Account" also shall include all "Virtual Accounts" provided to Authorized Users.
"We," "us," and "our" mean Bank and its successors, affiliates, and assignees.
2. Activating the Virtual Account
3. Important Information About Procedures for Opening a Virtual Account
To help the government fight the funding 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 ADMINSTRATOR’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). By accepting and agreeing to these Terms electronically, Business Account Owner represents that: (1) Business Account Owner has read and understands this consent to use electronic signatures and to receive Communications electronically; (2) Business Account Owner satisfies the minimum hardware and software requirements specified below; and (3) Business Account Owner’s consent will remain in effect until Business Account Owner withdraws their consent as specified below.
4.2 Business Account Owner’s Right to Withdraw Business Account Owner’s Consent. Business Account Owner’s consent to receive Communications electronically will remain in effect until Business Account Owner withdraws it. Business Account Owner may withdraw their consent to receive further Communications electronically at any time by contacting us at [*]. If Business Account Owner withdraws their consent to receive Communications electronically, we reserve the right to close the Business Account and all associated Virtual Accounts and return the remaining Business Account and Virtual Account balances as set forth in this Agreement (in which case Authorized Users will no longer be able to use a Virtual Account or participate in the Program, except as expressly provided in this Agreement) or charge Business Account Owner a fee for paper copies of Communications. Any withdrawal of Business Account Owner’s consent to receive Communications electronically will be effective only after we have a reasonable period of time to process Business Account Owner’s withdrawal. Please note that Business Account Owner’s withdrawal of consent to receive Communications electronically will not apply to Communications electronically provided by us to Business Account Owner before the withdrawal of Business Account Owner’s consent becomes effective.
4.3 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.
4.4 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).
4.5 Hardware and Software Requirements. In order to access and retain Communications provided to Business Account Owner electronically, Business Account Owner must have: (1) a valid email address; (2) a computer or other mobile device (such as tablet or smartphone) that operates on a platform like Windows or a Mac environment; (3) a connection to the internet such as Internet Explorer 11 (or higher), Mozilla Firefox 30, Safari 7,or Chrome 29; (6) a computer or device and an operating system capable of supporting all of the above. "Current Version" means a version of the software that is currently being supported by its publisher and that accurately reads and displays PDF files.
4.6 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. VIRTUAL ACCOUNT TERMS
- 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.
Qualifying for and Establishing Business Account and Virtual Accounts.
In order to establish and maintain a Business Account and one or more Virtual Accounts, a Business Account Owner must:
- Have previously entered into a Teampay Agreement, which agreement must remain in effect and not be terminated or expired;
- 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 an Authorized User’s Virtual Account and otherwise administer the Business Account and associated Virtual Accounts;
- Agree to these Terms, as may be amended from time to time as set forth on the Teampay Website in accordance with applicable law;
- Provide the Payment Card or Bank Account information via the Teampay Website; and
- Provide us with the information requested to verify the identity of the Business Account Owner and its Business Administrator and Authorized Users.
Business Account Owner’s Representation and Warranties
By opening a Business Account, requesting, activating or using a Virtual Account or by retaining, using or authorizing the use of the Virtual Account, Business Account Owner represents and warrants to us that:
- 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;
- 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;
- Business Account Owner is duly qualified and in good standing to do business in all jurisdictions where Business Account Owner conducts its business;
- Business Account Owner has all necessary organizational power and authority to establish the Business Account and each Virtual Account, enter into these Terms, and to perform all of the obligations to be performed by it under these Terms;
- the personal and business information that Business Account Owner provides to us in connection with the Business Account is true, correct and complete;
- 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;
- The Business Administrator designated by Business Account Owner is a citizen or permanent resident of the United States and is at least 18 years of age (or older if residing in a state where the majority age is older);
- Business Account Owner authorized the Business Administrator to authorize each Authorized User to accept and use the Virtual Account;
- 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
- The Virtual Account will only be used for business purposes and not be used for personal, family or household purposes.
- Program Description. The Business Account is an account made available to the Business Account Owner to facilitate the issuance and use of Virtual Accounts by Authorized Users for commercial business purposes. Each Virtual Account is a notional sub-account of the Business Account that will enable the Business Account Owner to track the balance of funds allocated to the Virtual Account linked to such Business Account. The Virtual Account allows Authorized Users to access funds allocated to the Virtual Account by the Business Administrator, subject to the limitations established by the Business Administrator or Teampay in accordance with the Teampay Agreement. Neither the Business Account nor a Virtual Account constitutes a checking or savings account. The Virtual Account is not a gift card, nor is it intended to be used for gifting purposes. The Virtual Account is not a credit card. Business Account Owner will not receive any interest on the funds in the Business Account or any Virtual Account. The Virtual Account will remain the property of the Bank. The Virtual Account cannot be redeemed for cash. The Virtual Account is nontransferable and may be canceled or revoked at any time without prior notice except as required by law. The Bank may, in its sole discretion, limit the number of Virtual Accounts 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 Virtual Account 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 all Virtual Accounts with or without the consent of any Authorized User. The Business Administrator will also be authorized to make changes to the Virtual 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 Virtual Account at all times and each Authorized User agrees that the Virtual 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 Virtual Account is limited to the funds that have been added to the Business Account or allocated to any Virtual Account pursuant to these Terms. The funds in the Business Account and associated with any Virtual Accounts are insured by the Federal Deposit Insurance Corporation ("FDIC"), for up to the maximum amount as published by the FDIC.
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.
- Bank Account Transfer. Business Administrator may authorize us to electronically debit Business Account Owner’s designated deposit account at Business Account Owner’s designated U.S. depository financial institution ("Bank 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 Bank Account information via the Website. Amounts debited from the Bank Account will be added to the Business Account and available for allocation to the Virtual Accounts generally within three business days of when we receive the authorization and all required consents and information.
- Credit and Debit Card Charges. Business Administrator may authorize 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.
- Establishing Virtual Account Settings. Only funds in the Business Account may be allocated to a Virtual Account and accessed utilizing a Virtual Account. A Business Administrator may establish certain limits ("Settings") for each Virtual Account and the allocated Virtual Account 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 Virtual Account or the amount of transactions that may be performed with a Virtual Account 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.
- Cancellation and Suspension. In addition to and without limiting our rights under this Agreement, a Business Administrator may suspend or cancel a Virtual Account at any time by changing the Settings on the Website (See Section 5.5 above). Upon the suspension or cancellation of a Virtual Account, the Authorized User may no longer be able to use the Virtual Account or the associated Virtual Account.
- Transaction Requirements. Transactions approved and processed with the Virtual Account may only be used to purchase goods and services for business purposes only and not for personal, family or household purposes.
- Revocation of Business Administrator Privileges. Business Account Owner must notify Customer Service via e-mail at firstname.lastname@example.org to revoke permission for any Business Administrator to administer the Business Account and Virtual Account(s). Any revocation of such permission will be effective only after we have a reasonable period of time to process Business Account Owner’s withdrawal.
- Revocation of Authorized User Privileges. A Business Administrator must modify the Settings on the Teampay Website or notify Customer Service via e-mail at email@example.com to revoke permission for an Authorized User to use the Virtual Account. Any revocation of such permission will be effective only after we have a reasonable period of time to process Business Account Owner’s withdrawal.
- Activating A Virtual Account. A Business Administrator must activate a Virtual Account before it can be used by completing the registration process for the Business as set forth in the Teampay terms of service located at www.teampay.co/legal/terms. A Business Administrator must agree to the Teampay Agreement to activate a Virtual Account (See Section 2 above).
- Fees. The fee schedule located at the end of this Agreement lists the fees applicable to the 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 firstname.lastname@example.org.
- Choosing A PIN. When an Authorized User is prompted by a merchant for the first time to input a PIN when using the Virtual Account, 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.
- Resetting The PIN. If an Authorized User needs to reset the Virtual Account’s PIN, please contact Customer Service at email@example.com. By visiting this website, an Authorized User can have the Virtual Account’s PIN deactivated, the Authorized User will be required to provide information about the Virtual Account to reset the PIN. The Authorized User may then select a new four-digit PIN during the next PIN-based transaction at a merchant’s POS device
- Virtual Account and PIN Security. When selecting a PIN for Virtual Accounts, 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 Virtual Account or keep it in the same location as the Virtual Account. Authorized Users should treat the Virtual Account with the same care as cash. Always protect the Virtual Account and keep it in a safe place. Do not send a Virtual Account or PIN number in an email or text message. Make sure Virtual Account and Access Information is secured with encryption when used to perform transactions over the Internet or wireless networks.
- Lost or Stolen Virtual Account, Compromised PIN or Unauthorized Access to Business Account. The Virtual Account is a commercial Virtual Account and does not provide consumer protections for lost or stolen Virtual Accounts or unauthorized transactions. Treat the Virtual Account like cash. Until a Business Administrator or Authorized User reports a Virtual Account as lost or stolen or reports an unauthorized transaction on a Business Account or Virtual Account, Business Account Owner is fully responsible for all transactions, even if the Virtual Account is lost, stolen or used for unauthorized transactions. Contact Customer Service IMMEDIATELY if a Business Administrator or Authorized User believes: (a) a Virtual Account 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 Virtual Account without a Business Administrator’s or Authorized User’s permission. Reporting a lost/stolen Virtual Account or unauthorized transactions through firstname.lastname@example.org or by logging into the Website to deactivate the Virtual Account is the best way to minimize possible losses. Unless we have authorized a transaction after a Business Account or Virtual Account is blocked (see Section – 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 Virtual Account. Failure to promptly notify us could result in the Business Account Owner losing ALL of the money in the Business Account and the associated Virtual Accounts.
- Using A Virtual Account. Virtual Accounts may not be used for ATM cash withdrawals and may not be used for Business payroll payments. Authorized User may use a Virtual Account to make purchases at any merchant that accepts Visa debit cards or debit cards of other networks in which the Bank participates, subject to the available Virtual Account balance, the transaction limits and transaction restrictions outlined below, and the other terms and condition of this Agreement. If Authorized User uses a Virtual Account number without presenting the Virtual Account (such as for a mail order, telephone, or Internet purchase), the legal effect will be the same as if Authorized User used the Virtual Account itself. Each time Authorized User uses a Virtual Account, Business Account Owner and Authorized User authorizes us to reduce the value available in the Virtual Account 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 Virtual Account, 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 Virtual Account, 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 Virtual Account and attempt to contact a Business Administrator if we notice transactions that are unusual or appear suspicious, or use of the Virtual Account that are not consistent with its intended use.
- Merchant Holds on Available Funds. When Authorized User uses a Virtual Account or Virtual Account 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 Virtual Account 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.
- Difficulty Using Virtual Account. Please be advised that Authorized User may experience difficulties using a Virtual Account at point of sale at physical retail locations, unattended vending machines, kiosks, and gas station pumps. If a Virtual Account is declined at a "pay at the pump" gas station even though Authorized User has sufficient funds available, Authorized User should pay for the purchase inside with the cashier.
- Transaction Limits. The maximum amount that can be spent using the Virtual Account is limited to 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. The Bank’s limits are: (1) maximum $200k that can be spent every rolling 30 days using a Virtual Account. In order to protect the Virtual Account, we may temporarily impose limits on the dollar amount, number, and type of transactions performed using a Virtual Account and the Virtual Account. 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, or Virtual Accounts.
- Transaction Restrictions. Authorized User may not use a Virtual Account for online gambling or illegal transactions. A Business Administrator may restrict transactions (a) based on Merchant Category Code or Merchant ID, (b) purchases originating outside of the United States, or (c) purchases made to sellers outside of the United States. We may refuse to process any transaction we believe violates the terms of this Agreement.
- Responsibility for Authorized Transactions. Business Account Owner is responsible for all transactions initiated and fees incurred by use of a Virtual Account. If a Business Administrator or an Authorized User permit another person to have access to a Virtual Account or Virtual Account number, we will treat this as if the Business Administrator has authorized such person to use the Virtual Account, 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 the 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 Card, then Transactions made with the Card will be considered unauthorized only after a Business Administrator notifies us that the person is no longer authorized to use the Virtual Account.
- Virtual Account Balance. It is important to know the amount of available funds in the Virtual Account before performing a transaction with a Virtual Account. If there are not sufficient funds in the Virtual Account to cover the transaction amount, the transaction will be declined. If Authorized User does not have sufficient funds in the Virtual Account, Authorized User can request that the merchant charge a part of the purchase to the Virtual Account and pay the remaining amount with cash or another Virtual Account. These are called "split transactions." Some merchants do not allow Virtual Accountholders to conduct split transactions. Business Account Owner and Authorized User acknowledges and agrees that the funds available to perform transactions are limited to the available funds that have been added to the Virtual Account that are not subject to a hold. Authorized User is not authorized to use any funds added to the Virtual Account in error. Any transaction that could create a negative balance for the Business Account or a Virtual Account is not permitted, but may occur in limited circumstances. Adjustments may be made to the Virtual Account to reverse an error, reflect a merchant adjustment, or resolve a dispute regarding a transaction posted to the Virtual Account. These processing and adjustment entries could cause the Business Account or Virtual Account to have a negative balance. If a Business Account or Virtual Account 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 Virtual Account, 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.
- Transaction History. A Business Administrator may obtain information about the available funds in the Business Account or a Virtual Account and a 60-day history of the Virtual Account transactions on the Teampay Website.
- 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 Virtual Account. 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 Virtual Account 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.
- Transactions in Foreign Currencies. If an Authorized User makes a purchase using the Virtual Card in a currency other than in U.S. dollars, the amount deducted from the available funds in the Virtual Account will be converted by Visa into U.S. dollars. The applicable exchange rate will be selected by Visa from the range of rates available in wholesale currency markets for the applicable central processing date, which may vary from the rate Visa 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.
- Receipts. Authorized User should get a receipt for each Virtual Account transaction. Authorized User agrees to retain, verify, and reconcile Virtual Account transactions and receipts.
- Refunds and Disputes. Authorized User will not receive cash refunds for Virtual Account 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 Virtual Account. We are not responsible for the delivery, quality, safety, legality, or any other aspects of goods or services that Authorized User purchases with a Virtual Account. All such disputes must be addressed and handled directly with the merchant from whom those goods or services were purchased.
- Replacement Virtual Accounts. The expiration date of your Virtual Account will be sent to the Authorized User with the Virtual Account number. If there is a positive balance of funds in the Virtual Account upon expiration of a Virtual Account and the Virtual Account is in good standing, we may issue Authorized User a new Virtual Account. We may also issue Authorized User a new Virtual Account when the Virtual Account expires even if there are no funds in the Virtual Account. If Authorized User needs to replace a Virtual Account for any reason, please contact a Business Administrator, who should contact Customer Service. The Business Administrator will need to provide certain User Information so we can verify their identity.
- Our Liability to Business Account Owner. If we do not complete an electronic fund transfer to or from a Virtual Account 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 Virtual Account 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 Virtual Account are subject to legal process or are otherwise not available for transactions; (e) the merchant refuses to accept a Virtual Account; (f) if access to a Virtual Account has been blocked after a Business Administrator or Authorized User reported a Virtual Account lost or stolen; or (g) if we have reason to believe the transaction is unauthorized.
- Errors or Questions About the Business Account. Email Customer Service at email@example.com 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; (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 Teampay Virtual Account 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. If a Business Administrator needs more information about our error resolution process, contact Customer Service at firstname.lastname@example.org.
- Errors or Questions About the Virtual Account Transactions. Email Customer Service at email@example.com as soon as a Business Administrator or Authorized User can if the Business Administrator or Authorized thinks an error has occurred involving the Virtual Account. We must hear from a Business Administrator or Authorized User no later than 60 days after the date the error occurred. When a Business Administrator or Authorized User sends notification of an error involving the Virtual Account, the Business Administrator or Authorized User will need to tell us: (a) the Business Administrator’s or Authorized User’s name and Virtual Account number; (b) why the Business Administrator or Authorized User 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 Teampay Virtual Account 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 transfers. If a Business Administrator or Authorized User needs more information about our error resolution process, contact Customer Service at firstname.lastname@example.org.
- 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 Virtual Account, Virtual Account, or these Terms without our prior written consent.
- 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.
- 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 Program, a Business Account Owner, Business Administrator and Authorized User consent to be bound by the updated Terms.
- Entire Terms. These Terms constitutes the entire and sole agreement between Business Account Owner, Authorized Users and us with respect to the Program and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Program.
- Cancellation and Suspension. To the extent permitted by applicable law, we may cancel or suspend a Business Account, Virtual Account, 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 Virtual Account, 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 Virtual Account 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.
- Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
- Indemnification. At our request, Business Account Owner agrees to defend, indemnify, and hold harmless us and our parents, subsidiaries, and other affiliated companies, 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.
- NO WARRANTY OF AVAILABILITY OR UNINTERRUPTED USE. From time to time, services related to the 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 Virtual Account or obtain information about the Virtual Account. Please notify us if a Business Administrator or Authorized User has any problems using the Virtual Account 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.
- 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 Virtual 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 Virtual Accounts, any products or services purchased using Virtual Accounts, or this Agreement (as well as any related or prior agreement that Business Account Owner or Authorized Users may have had with us).
- 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 Virtual Account, Business Account or Virtual Account 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 Virtual Account. 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 Virtual Account(s), Business Account and Virtual Account may be terminated by us in the event a change of control, reorganization, restructuring, conversion, consolidation, division or merger of Business Account Owner.
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 5.44 and the arbitrability of the controversy, dispute, demand, claim, or cause of action) relating to the Program, Virtual Accounts, the Business Account, Virtual Accounts, 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 5.44. 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 Virtual Accounts, the Virtual Accounts, 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 5.42 (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 Virtual 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.
6. IMPORTANT CONTACT INFORMATION
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 email@example.com.
7. Fee Schedule
The following fee schedule lists the fees applicable to the Program. In some cases, the actual fee charged may be lower than the fee stated in the fee schedule.
|Foreign Transaction||3% of transaction amount|
|Written Statements & Communications||$10.99 per month for paper statements.
$10.99 per instance for written communications outside of monthly paper statements.
Last updated: 12/28/2016
Use of Information
We may use information about you for various purposes, including to:
Provide, maintain, and improve our Services, and develop new products and services;
Provide and deliver the services you request, and process transactions and send you related information, including confirmations,
Respond to your comments, questions and requests, or otherwise communicate with you about the Services;
Personalize and improve the Services and provide advertisements, content or features that match user profiles or interests;
Authenticate your identity, when necessary pursuant to legal and regulatory requirements;
Send you technical notices, updates, security alerts and support and administrative messages;
Communicate with you about products, services, offers, promotions, rewards, and events offered by Teampay and others, and provide news and information we think will be of interest to you;
Monitor and analyze trends, usage and activities in connection with our Services;
Detect, investigate and prevent fraudulent transactions and other illegal activities and protect the rights and property of Teampay and others;
Facilitate contests, sweepstakes and promotions and process and deliver entries and rewards;
Link or combine with information we collect about you; and
Carry out any other purpose described to you at the time the information was collected.
Sharing of Information
With our financial services partners, including the issuing bank and its program manager;
With vendors, consultants and other service providers who need access to such information to carry out work on our behalf;
In response to a request for information if we believe disclosure is in accordance with, or required by, any applicable law, regulation or legal process;
If we believe your actions are inconsistent with our user agreements or policies, or to protect the rights, property and safety of Teampay or others;
In connection with, or during negotiations of, any merger, sale of company assets, financing or acquisition of all or a portion of our business by another company;
Between and among Teampay and our current and future parents, affiliates, subsidiaries and other companies under common control and ownership; and
With your consent or at your direction.
We may also share aggregated or de-identified information, which cannot reasonably be used to identify you.
Social Sharing Features
The Services may offer social sharing features and other integrated tools (such as the Facebook "Like" button), which let you share actions you take on our Services with other media, and vice versa. Your use of such features enables the sharing of information with your friends or the public, depending on the settings you establish with the entity that provides the social sharing feature. For more information about the purpose and scope of data collection and processing in connection with social sharing features, please visit the privacy policies of the entities that provide these features.
Advertising and Analytics Services Provided by Others
Transfer of Information to the U.S. and Other Countries
Teampay is based in the United States and the information we collect is governed by U.S. law. By accessing or using the Services or otherwise providing information to us, you consent to the processing, transfer and storage of information in and to the U.S. and other countries, where you may not have the same rights and protections as you do under local law.
You may update or correct your account information by logging into your online account. If you wish to deactivate your account, please email us at firstname.lastname@example.org, but note that we may retain certain information as required by law or for legitimate business purposes. We may also retain cached or archived copies of information about you for a certain period of time.
Most web browsers are set to accept cookies by default. If you prefer, you can usually choose to set your browser to remove or reject browser cookies. Please note that if you choose to remove or reject cookies, this could affect the availability and functionality of our Services.
You may opt out of receiving promotional messages from Teampay by following the instructions in those messages. If you opt out, we may still send you non-promotional messages, such as those about your account or our ongoing business relations.
Terms of Service
Last updated: 05/22/2018
1. Overview of the Services
Our Services provide a platform that may be used by a business or organization ("Company") to authorize, manage, and track purchases by its employees and contractors ("Users") that are required for work performed for the Company. The Services enable a Company to designate certain of its Users as administrators ("Administrators") who will have the authority to approve purchase requests made by other its other Users ("Purchasers"). For clarity, the Services do not include the products and services provided by the Bank (or its program manager) in connection with any Virtual Account. Teampay is not responsible for the issuance and management of the Virtual Account, including any funds associated with the Virtual Account. References to "you" under these Terms refers collectively to the Company registered to use the Services and to each of the Company’s Users.
- Company. Company represents and warrants that: (i) it is duly organized, validly existing and in good standing under the laws of the state in the United States of its formation; (ii) it is duly qualified and in good standing to do business in all jurisdictions where it conducts its business; (iii) it has all necessary organizational power and authority to enter into these Terms and the Sponsor Bank Agreement, and to perform all of the obligations to be performed by it under these Terms and the Sponsor Bank Agreement; and (iv) the individual accepting and agreeing to these Terms and the Sponsor Bank Agreement on its behalf has the requisite corporate authority to accept and agree to the Terms and the Sponsor Bank Agreement on the its behalf.
- Issuance Services. In order to use card issuance services that are available through the Services, Company separately must enter into an agreement ("Sponsor Bank Agreement") with a sponsor bank ("Bank") that issues and manages the virtual financial account and associated account numbers (collectively, the "Virtual Account") that may be used by a Purchaser for transactions authorized by an Administrator via the Services. Company must agree to, and comply with, these Terms and the applicable Sponsor Bank Agreement from the applicable Bank, which can be found here.
- Users. All Users must be United States citizens or permanent residents and be at least 18 years of age. Users will comply with these Terms, and if applicable, and the terms of the Sponsor Bank Agreement. Any User accessing or using our Services on behalf of another person or entity represents and warrants that he or she is authorized to accept these Terms on that person or entity‚Äôs behalf, and that the person or entity agrees to be responsible to us if the User violates these Terms.
3. Accounts and Account Security
You must (a) provide any information requested via the Services, including in connection with any account you create via the Services, (b) ensure that such information is accurate when provided, and (c) maintain the accuracy of such information at all times. You must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account or your account credentials without your permission. You are responsible for all activities undertaken via the Services through your account.
4. User Responsibilities
- Company. Company (i) shall require its Users to provide, or permit Company to provide on their behalf, all information required by the Bank to perform know-your-customer requirements and other due diligence requirements, and such additional information as may be required by the Bank or Teampay from time to time; and (ii) is responsible for all access and use of the Services by its Users or any other person that access or uses the Services via its accounts (including any of its Users’ accounts). Without limiting the generality of the foregoing, Company is solely responsible for all use of the Services by Users or third parties that access the Services via its account, including any use of transaction pre-approval settings or other features or functionality relating to transaction authorization or limits, and Company releases Teampay from, and waives any, claims related to the foregoing. Company shall, and shall ensure its Administrators, fully cooperate with any audits of the Bank (or its program manager) and their authorized representatives.
- Administrators. If you are an Administrator, you must only approve use of the Virtual Account by Purchasers for the lawful business purposes of the Company, and not for paying wages, benefits, expense reimbursement or other compensation, or for personal, family or household purposes.
- Purchasers. If you are a Purchaser, you must (i) request use of the Virtual Account, and complete any purchase using the Virtual Account, only for the lawful business purposes of the Company, (ii) not use the Virtual Account to pay wages, benefits, expense reimbursement or other compensation, or for personal, family or household purposes, and (iii) use the Virtual Account solely as authorized by the Administrator and for the limited purposes described in any request for purchase authorization.
You are responsible for paying all applicable fees in connection with your use of the Services and the Virtual Account ("Fees"), including any Fees charged by Teampay for use of the Services and Fees charged by the Bank in connection with use of the Virtual Account. The amount and type of Fees are specified via our Services and your Virtual Account agreement with the Bank. Our Services allow you to use and store a payment method via the Services that is acceptable to us ( "Payment Method"). You represent and warrant that you are authorized to use the Payment Method to pay for the Fees. You authorize Teampay (and our designated third-party payment processor) to charge the applicable amount of Fees to your Payment Method, or deduct such Fees from funds maintained in your Virtual Account, on a one-time or recurring basis (as applicable). If you use an external bank account as a Payment Method, you authorize Teampay (and our designated third-party payment processor) to electronically debit your designated bank account for the Fees via ACH on a one-time or recurring basis (as applicable). If the Payment Method cannot be verified, is invalid, or is not otherwise acceptable, your access to the Services may be suspended until the issue is cured to our reasonable satisfaction.
6. Limited License; Copyright and Trademark
- Our Services and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the "Teampay Content") are owned by or licensed to Teampay and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, Teampay and our licensors reserve all rights in and to our Services and the Teampay Content.
- Subject to these Terms, Teampay grants you a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services and Teampay Content solely for the business purposes of the Company and in accordance with any documentation or instructions provided by Teampay.
- You will not (i) sell, resell or commercially use our Services or Teampay Content; (ii) copy, reproduce, distribute, publicly perform or publicly display Teampay Content, except as expressly permitted by us or our licensors; (iii) modify the Teampay Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services or Teampay Content; (iv) use any data mining, robots or similar data gathering or extraction methods; and (v) use our Services or Teampay Content other than for their intended purposes. Any use of our Services or Teampay Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.
7. Prohibited Conduct
You will not violate any applicable law, contract, intellectual property or other third- party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services. You will not:
- Use the Services for personal, family or household purposes;
- Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
- Use or attempt to use another user’s account without authorization from that user and Teampay;
- 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 or attempt to reverse engineer, decompile, or disassemble any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
- Modify, translate or make derivative works based on the Services or make the Services available to the benefit of any third party;
- Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
- Develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services;
- Bypass or ignore instructions contained in our robots.txt file that controls automated access to portions of our Services; or
- Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.
Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about Teampay or our products or Services (collectively, "Feedback"), is non-confidential and will become the sole property of Teampay. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
9. Copyright Complaints
We have a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Teampay’s Designated Agent as follows:
|Designated Agent:||DMCA Administrator|
|Address:||234 5th Avenue, Suite 502
New York NY 10001
|Telephone Number:||(646) 685-8848|
|E-Mail Address:||dmca [at] teampay [dot] co|
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Teampay for certain costs and damages.
- To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Teampay, our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the "Teampay Parties") from and against any loss, liability, claim, demand, damages, expenses or costs ("Claims") arising out of or related to (i) your (and for Company, any of its Users’) access to or use of our Services; (b) your Feedback; (c) your violation of these Terms or the Sponsor Bank Agreement; (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 our Services.
- In addition to Section 10(a), Company will indemnify, defend and hold the Teampay Parties harmless from Claims arising out or related to any act or omission of its Users, including any violation of these Terms or the Sponsor Bank Agreement by Users.
- You agree to promptly notify Teampay of any third-party Claims, cooperate with Teampay Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that the Teampay Parties will have control of the defense or settlement 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 Teampay or the other Teampay Parties.
- We do not control, endorse or take responsibility for any third- party content available on or linked to by our Services.
- Your use of our Services is at your sole risk. Our Services are provided "as is" and "as available" without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Teampay does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While Teampay attempts to make your access to and use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.
12. Limitation of Liability
- Teampay and the other Teampay 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 Teampay or the other Teampay Parties have been advised of the possibility of such damages.
- The total liability of Teampay and the other Teampay Parties to you for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the amount paid, if any, by you to access or use our Services
- The limitations set forth in this section will not limit or exclude liability for any matters in which liability cannot be excluded or limited under applicable law.
To the fullest extent permitted by applicable law, you release Teampay and the other Teampay Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
14. Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Teampay and limits the manner in which you can seek relief from us.
- Except for small claims disputes in which you or Teampay seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Teampay seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Teampay waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, all disputes arising out of or relating to these Terms or our Services will be resolved through confidential binding arbitration held in the borough of Manhattan, New York, New York in accordance with the Streamlined Arbitration Rules and Procedures ("Rules") of the Judicial Arbitration and Mediation Services (" JAMS"), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
- You and Teampay agree that any dispute arising out of or related to these Terms or our Services is personal to you and Teampay and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.
- You and Teampay agree that these Terms affect interstate commerce and that the enforceability of this Section 14 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and Teampay agree that for any arbitration you initiate, you will pay the filing fee and Teampay will pay the remaining JAMS fees and costs. For any arbitration initiated by Teampay, Teampay will pay all JAMS fees and costs. You and Teampay agree that the state or federal courts of the State of New York and the United States sitting in Manhattan, New York, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
- ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED, WHICH MEANS THAT YOU AND TEAMPAY WILL NOT HAVE THE RIGHT TO ASSERT THE CLAIM.
- You have the right to opt out of binding arbitration within thirty (30) days of the date you first agreed to these Terms by emailing email@example.com. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 15.
15. Governing Law and Venue
These Terms and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws of New York, without regard to conflict of law rules or principles (whether of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of New York and the United States, respectively, sitting in Manhattan and New York.
16. Changes to these Terms
We may make changes to these Terms from time to time by providing notice to you. We will provide such notice by posting the amended Terms to our Services and updating the "Last Updated" date above. We may also provide supplemental notice of amended Terms, such as via an email notification to the email address associated with your account or by providing notice through our Services. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.
17. Termination or Suspension
We reserve the right, without notice and in our sole discretion, to terminate or suspend your right to access or use our Services.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
We will not be responsible for any delay or failure to perform to the extent caused by any event or circumstance beyond our reasonable control. These Terms constitute the entire agreement between you and Teampay relating to your access to and use of our Services. The failure of Teampay to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. 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.
If you have any questions, please contact us.