Terms Of Service

Last updated: 11/06/2018

These Terms of Service (“Terms”) apply to any access to or use of the websites, applications and other online products and services (collectively, our “Services”) provided by Team Labs, Inc. (“Teampay” or “we”). By checking the box to affirm assent to these Terms or by otherwise using the Services, you agree to these Terms and to the applicable Sponsor Bank Agreement (defined and linked in Section 2 below). If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 4, do not access or use our Services. Please refer to our Privacy Policy for information about how we collect, use and disclose information about the individuals who use our Services.

1. Overview of the Services

Our Services provide a platform that can 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. Subject to these Terms and in consideration of the fees paid by Company pursuant to Section 5 below (Fees), Teampay agrees to use commercially reasonable efforts to provide the Services to Company.

2. Eligibility

1. Company. Each 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.
2. 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.
3. Users. All Users must 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’s behalf, and that the person or entity agrees to be responsible to us if the User violates these Terms.

3. Accounts and Account Security; Confidentiality and Data Collection

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.

Confidentiality. Teampay understands you may disclose information through the Services that relates to your business, technical or financial information that is non-public or otherwise confidential (“Confidential Information”). Teampay agrees to take reasonable precautions to protect such Confidential Information and will treat your Confidential Information in accordance with Teampay’s Privacy Policy, which may be amended from time to time in Teampay’s sole discretion. “Confidential Information” shall not include any information that the Teampay can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from you, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed by law.

Notwithstanding anything herein to the contrary, Teampay shall have the right to collect, analyze and use data and other information relating to the provision and use of the Services and related systems and technologies, and Teampay will be free to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Teampay offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. Additionally, Teampay may have the right to disclose your Confidential Information in order to (i) enforce Teampay’s rights under these Terms of Service, including investigations of any violation thereof, (ii) detect, prevent or otherwise address fraud, security or technical issues, or (iii) protect against harm to the rights, property or safety of Teampay, its users or the public as may be required or permitted by law.

4. User Responsibilities

1. Company. Company (i) shall take full responsibility for completing due diligence on its own employee(s) before issuing any cards to such employee(s); 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.
2. 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.
3. 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.

5. Fees

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

1. 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.
2. 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 internal business operations of the Company and in accordance with any documentation or instructions provided by Teampay.
3. 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.
4. Teampay may from time to time, for promotional purposes, include the names of its customers on its web site or other marketing materials. You acknowledge and grant to Teampay the non-exclusive, fully paid, royalty-free, non-transferable right and license to use Company’s name(s) and corporate logo(s) in Teampay’s marketing materials and on its web site, for promotional purposes only. No other rights or licenses to your Company name(s), logo(s) or other goodwill are granted pursuant to this Section 6.

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.

8. Feedback

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 AdministratorAddress:234 5th Avenue, Suite 502New York NY 10001Telephone Number:(646) 685-8848E-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.

10. Indemnification

1. 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.
2. 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.
3. 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.

11. Disclaimers

1. We do not control, endorse or take responsibility for any third- party content available on or linked to by our Services.
2. 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

1. 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.
2. 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
3. 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.

13. Release

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.

1. 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.
2. 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.
3. 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.
4. 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.
5. 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 support@teampay.co. 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.

18. Severability

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.

19. Miscellaneous

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.