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Sutton Bank Agreement

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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.

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 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

AN AUTHORIZED USER CANNOT USE A VIRTUAL ACCOUNT TO PERFORM TRANSACTIONS UNTIL THE BUSINESS ADMINISTRATOR OR AUTHORIZED USER HAS ACTIVATED THE VIRTUAL ACCOUNT) PURSUANT TO THESE TERMS. By activating A Virtual Account or participating in the program IN ANY WAY, THE BUSINESS ADMINISTRATOR OR AUTHORIZED USER representS that THEY HAVE READ and understand THESE TERMS and THEY agree to be bound by the terms and conditions of 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 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

  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.
  2. Qualifying for and Establishing Business Account and Virtual Accounts.
  3. EligibilityIn order to establish and maintain a Business Account and one or more Virtual Accounts, a Business Account Owner must:
  4. Have previously entered into a Teampay Agreement, which agreement must remain in effect and not be terminated or expired;
  5. 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;
  6. Agree to these Terms, as may be amended from time to time as set forth on the Teampay Website in accordance with applicable law;
  7. Accept the Bank Privacy Policy, which is incorporated by reference into these Terms,
  8. Provide the Payment Card or Bank Account information via the Teampay Website; and
  9. Provide us with the information requested to verify the identity of the Business Account Owner and its Business Administrator and Authorized Users.
  10. Business Account Owner’s Representation and WarrantiesBy 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:
  11. 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;
  12. 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;
  13. Business Account Owner is duly qualified and in good standing to do business in all jurisdictions where Business Account Owner conducts its business;
  14. 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;
  15. the personal and business information that Business Account Owner provides to us in connection with the Business Account is true, correct and complete;
  16. 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;
  17. 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);
  18. Business Account Owner authorized the Business Administrator to authorize each Authorized User to accept and use the Virtual Account;
  19. 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
  20. The Virtual Account will only be used for business purposes and not be used for personal, family or household purposes.
  21. 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.
  22. 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.
  23. 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.
  24. 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.
  25. 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.
  26. 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.
  27. 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.
  28. Authorized User Eligibility and Consents. Prior to distributing a Virtual Account to an Authorized User, Business Account Owner shall be responsible for ensuring that each Authorized User (i) is a United States citizen or permanent resident 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“). Authorized User represents and warrants that all information, including User Information, provided to us or to Business Account Owner (to provide to us) from time to time is truthful, accurate, current, and complete. Authorized User agrees to promptly notify us in writing of changes to any User Information. When a Business Administrator notifies us to revoke such permission, we will close the Virtual Account and Authorized User may no longer use the Virtual Account.
  29. 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 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.
  30. 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 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.
  31. 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).
  32. 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 support@teampay.co.
  33. 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.
  34. Resetting The PIN. If an Authorized User needs to reset the Virtual Account’s PIN, please contact Customer Service at support@teampay.co. 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
  35. 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.
  36. 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 support@teampay.co 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.
  37. 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.
  38. 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.
  39. 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.
  40. 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.
  41. 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.
  42. 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.
  43. 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.
  44. 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.
  45. 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.
  46. 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.
  47. 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.
  48. 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.
  49. 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, Virtual Account and Virtual Account, 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 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.
  50. 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.
  51. 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.
  52. 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; (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 support@teampay.co.
  53. Errors or Questions About the Virtual Account Transactions. Email Customer Service at support@teampay.co 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 support@teampay.co.
  54. 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.
  55. 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.
  56. 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.
  57. 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.
  58. 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.
  59. 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.
  60. 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.
  61. 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.
  62. 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).
  63. 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.
  64. 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.
  65. Business Account Owner understands and agrees that, by agreeing to these Terms:
  66. YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
  67. YOU ARE GIVING UP YOUR RIGHT TO HAVE A COURT RESOLVE ANY DISPUTE BETWEEN US; and
  68. 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.
  69. 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 support@teampay.co.

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.

ServiceFeeForeign Transaction3% of transaction amountWritten Statements & Communications$10.99 per month for paper statements.$10.99 per instance for written communications outside of monthly paper statements.

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