Evolve Bank & Trust
Relay Financial Technologies Inc.
Commercial Visa Card Agreement
This agreement is effective as of 04/08/2019.
This Relay Financial Technologies Inc. ("Platform") Visa Card Agreement and Disclosure Statement (“Agreement”) applies to the Relay Financial Technologies Inc. Visa® Debit Card(s) (“Card(s)”) previously issued, or to be issued, by Evolve Bank and Trust (“Bank,” “we,” “us,” “our”) and represents an agreement between each business or entity that has qualified for and established a commercial account tied to or that may be accessed by use the Card (“Deposit Account” or “Account”) with Bank (“Account Owner” or “you,” “your,” “yours”) your designated person authorized by you to administer the Account and associated Cards and/or act on your behalf in connection with this Agreement, including without limitation designating Authorized Users, funding the Account, and setting Account limitations (“Business Administrator”) and any designated person authorized by you or your Business Administrator to use the Card on your behalf (“Authorized User”) and Bank, and Bank's subsidiaries and affiliates, that governs the Platform Card. You can find a copy of your Deposit Account Agreement on our website at https://relayfi.com or mobile application (if any) (collectively the “Website”).
Account Owner shall be responsible for notifying the Business Administrator and Authorized Users of their authority and obligations under this Agreement and for ensuring that the Business Administrator and each Authorized User complies with this Agreement. Each Authorized User must accept this Agreement in order to receive and use the Card.
Please read this Agreement carefully and keep it for future reference.
Table of Contents
1. Activating the Card
2. Important Information About Using Your Account
3. Use of Your Card
4. Preauthorized Recurring Transfers; Stopping Payment on Transactions
5. Holds for Authorized Transactions
6. Illegal Transactions
7. Account Owner Representations and Warranties
8. Limitations on Frequency and Dollar Amount of Transactions
9. Fees for Use of the Card
10. Business Days
11. Deposit Account Requirements
12. Documentation of Transactions
13. Your Card or Pin Is Lost, Stolen or Subject to Any Unauthorized Use
14. Responsibility for Authorized Transactions
15. Our Liability for Failure to Make Transfers
16 Errors or Questions About Your Account Transactions
17. Disclosure of Information to Third Parties
18. Changes to and Termination of this Agreement
19. Conditions Under Which Attorney’s Fees and Other Charges May Be Imposed
20. Governing Law; Severability
22. No Warranty of Availability or Uninterrupted Use
23. Limitation of Liability
24. Notification of Changes
25. Dispute Resolution
26. Virtual Card Option
1. ACTIVATING THE CARD
2. IMPORTANT INFORMATION ABOUT USING YOUR 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 YOU: WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR THE NAME, ADDRESS, EMPLOYER IDENTIFICATION NUMBER AND ORGANIZATIONAL DOCUMENTS OF THE ACCOUNT OWNER AND THE NAMES, ADDRESSES, DATES OF BIRTH, AND OTHER INFORMATION CONCERNING EACH PRINCIPAL OWNER THAT WILL ALLOW US TO IDENTIFY THE ACCOUNT OWNER AND ITS PRINCIPAL OWNERS. WE MAY ALSO ASK TO SEE A COPY OF EACH PRINCIPAL OWNERS’ DRIVER’S LICENSES OR OTHER IDENTIFICATION DOCUMENTS.
FOR PURPOSES OF THIS SECTION 2, “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.
3. USE OF YOUR CARD
Each transaction on your Card is considered an “item” under the Deposit Account agreement applicable to that transaction, and will be subject to the terms of that agreement. To protect the use of your Card, you will be provided with a personal identification number (“PIN”), which must be used on all automated teller machine (“ATM”) Transactions and point-of-sale (“POS”) Card Transactions. You, your Business Administrator, and your Authorized Users should not disclose your PIN to anyone. If the security or confidentiality of your PIN is compromised, you should notify us at once by calling +1 (415) 993-4301 or through the messaging features made available to customers at Website, or through the mobile phone applications. Your Card will allow you and your Authorized Users to conduct:
● ATM Transactions: Your Card may be used with a PIN at any ATM connected to one of the various card processing networks in which we participate (“Network”) to make cash withdrawals directly from your Account.
● PIN Transactions: Your Card may be used with a PIN to access funds in your Account to purchase goods or services and to obtain cash at any merchant that participates in the Networks.
● Visa Transactions: Your Card also may be used without a PIN to access funds in your Account to purchase goods or services at any merchant that accepts Visa debit cards, and to make cash withdrawals from the tellers at those banks and other financial institutions that participate in the Visa Network and accept Visa debit cards.
PIN transactions and Visa transactions are accepted solely at the option of individual business establishments, banks and other financial institutions, and you agree that we will not be liable to you for refusal by any such business, bank or financial institution to honor the Card.
By designating any individual as a Business Administrator, Account Owner acknowledges and agrees that the actions or omissions of any Business Administrator shall be taken on Account Owner’s behalf and Account Owner shall be fully responsible and liable for such actions or omissions as if they were the actions or omissions of Account Owner. Business Administrator’s obligations in this Agreement shall be deemed to be obligations of Account Owner.
Revocation of Authorized User Privileges. A Business Administrator must modify the settings on the Website to revoke permission for an Authorized User to use the Card or Account. Any revocation of such permission will be effective only after we have a reasonable period of time to process Account Owner’s withdrawal.
Revocation of Business Administrator Privileges. Account Owner must notify us by calling +1 (415) 993-4301 or through the messaging features made available to customers at Website, or through the mobile phone applications to revoke permission for any Business Administrator to administer the Card or Account. Any revocation of such permission will be effective only after we have a reasonable period of time to process Account Owner’s withdrawal.
4. PREAUTHORIZED RECURRING TRANSFERS; STOPPING PAYMENT ON TRANSACTIONS
If you or your Authorized Users use your Card or the account number for your Card to authorize in advance any recurring payments from your Deposit Account (for example, a monthly gym membership fee) and later wish to stop one or more of these payments, you should contact the merchant/biller directly. If the merchant/biller fails to stop the recurring payments, contact us at [Customer Support Number] or send a support message via the Website or the mobile phone applications. If you wish us to stop a particular payment, you must notify us as provided in the agreement for the Deposit Account from which this payment is made in time for us to receive your request three (3) business days or more before the payment is scheduled to be made. If you deliver your stop payment request by telephone you must confirm your stop payment order in writing within 21 days of your oral stop payment order. An oral stop payment request will not be binding on us after 21 days if you fail to provide the required written confirmation (which can be in the form of a support message submitted via the Website or the mobile phone applications). Your Card may have to be cancelled in order to stop recurring payments.
5. HOLDS FOR AUTHORIZED TRANSACTIONS
We may place a hold on your Deposit Account for a Card transaction. When you or your Authorized Users use your Card for certain transactions (including every PIN and many Visa transactions), the merchant accepting your Card may request advance authorization of that transaction. If we authorize a transaction, we may place a temporary “hold” on your Deposit Account for the amount of the authorized transaction, which we refer to as a “POS hold.” A POS hold is not payment for an authorized transaction. We will make payment for a transaction only after the actual transaction is presented to us physically or electronically.
Release of POS holds. Any POS hold on your Deposit Account will be released upon the earlier of: (a) the day we: (i) receive the actual transaction, (ii) post that transaction to your Account for payment, and (iii) match the authorization of that transaction to the actual transaction; or (b) three (3) business days after the date we authorized that transaction. The release of the POS hold will be in the form of a credit to your Deposit Account for the amount of the hold. Credits for released POS holds and payments for Card transactions are posted separately to your Account, and the credit for any particular POS hold is not used to pay the particular transaction for which the hold was placed.
Effect of an authorization hold. Each POS hold will reduce the available balance in your Deposit Account by the amount of the hold. In the event the available balance in your Deposit Account is insufficient to pay items posted to your Account, transactions will decline.
Authorization requests by merchants. Under the Visa rules governing Card transactions, merchants generally are permitted to request authorization only for the actual amount of a transaction. However, certain kinds of merchants in specified situations are permitted to request authorization for a Card transaction in an amount different from the amount of the actual transaction. For example, restaurants and drinking establishments may request authorization for the estimated amount of a transaction, and others may request authorization for an amount up to 20% over the amount of the actual bill in order to cover an anticipated tip. When we receive an authorization request from a merchant, we do not receive information from which to determine whether the request covers the actual amount of a transaction, an estimated amount, or whether the merchant’s request exceeds the amount permitted by the Visa rules.
● If you or your Authorized Users use your Card to pay for a $50 dinner, the restaurant may request authorization for a $60 transaction, as permitted by the Visa rules.
● If you or your Authorized Users use your Card at a drinking establishment to order drinks totaling $10, the establishment might request authorization for a $50 transaction in anticipation that you will place additional orders. Even though this practice may not be permitted by the Visa rules, we cannot make this determination at the time we receive the authorization request.
● Card terminals used for “pay at the pump” gasoline purchases will check for authorization before the amount of any purchase is determined. Authorization will be given only if the available balance in your Deposit Account equals or exceeds a certain designated amount, which may vary among merchants and change from time to time. Because authorization is based on this designated amount (not the amount of your intended purchase), authorization may be declined even though the available balance in your Deposit Account is sufficient to cover your intended purchase. To avoid authorizations that may exceed the amount of your intended purchase, you may pay inside the station rather than at the pump. If we authorize a Card transaction, the POS hold will be for the amount requested by the merchant, which may be in excess of the amount of the actual transaction or the amount permitted by the Visa rules. Because each POS hold reduces the available balance in your Deposit Account, any authorization request by a merchant for an amount that exceeds the amount of the actual transaction may cause you to have insufficient funds to pay items posted to your Deposit Account.
6. ILLEGAL TRANSACTIONS
You agree that you and your Authorized Users will not use your Card for any transaction that is illegal in the jurisdiction where you reside, in the jurisdiction where the transaction is consummated, or in any other jurisdiction affected by the transaction. You agree that it is your responsibility to determine the legality of each transaction in all applicable jurisdictions before entering into such transaction. Display of the Visa logo or any other logo by any person accepting the Card does not indicate that the transaction is legal in all applicable jurisdictions. You acknowledge and agree that we have no obligation to monitor, to review or to evaluate the legality of your Card transactions. You also agree that you will not use your Card in connection with any Internet or online gambling transaction or lottery ticket purchase, whether or not the same is legal in any applicable jurisdiction. We may refuse to process any Card transaction that we believe may violate the terms of this Agreement, your Deposit Account agreement or applicable law. To the fullest extent permitted by law, you agree to pay for any Card transaction that you authorized, even if that transaction is determined to be illegal.
7. ACCOUNT OWNER REPRESENTATIONS AND WARRANTIES
By requesting, activating or using a Card or by retaining, using or authorizing the use of the Card, Account Owner represents and warrants to us that:
● Account Owner has received a copy of this Agreement and agrees to be bound by and to comply with them and understands that they are subject to change in accordance with applicable law.
● Account Owner is duly organized, validly existing and in good standing under the laws of the state in the United States of its formation.
● Account Owner is duly qualified and in good standing to do business in all jurisdictions where Account Owner conducts its business.
● Account Owner has all necessary organizational power and authority to establish the Account, enter into this Agreement, and to perform all of the obligations to be performed by it under this Agreement.
● the personal and business information that Account Owner provides to us in connection with the Account is true, correct and complete.
● the individual accepting and agreeing to this Agreement for Account Owner has the requisite corporate authority to accept and agree to this Agreement on the Account Owner’s behalf.
● The Business Administrator designated by 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).
● Account Owner authorized the Business Administrator to authorize each Authorized User to accept and use the Card and the Account.
● Account Owner has provided Business Administrator and each Authorized User with a copy of this Agreement and Business Administrator and each Authorized User accepts and agrees to be bound by and to comply with this Agreement.
● The Card and Account will only be used for business purposes and not be used for personal, family or household purposes.
8. LIMITATIONS ON FREQUENCY AND DOLLAR AMOUNT OF TRANSACTIONS
For security reasons, there are restrictions imposed on your Card that may limit your ability to use your Card. The restrictions imposed on your Card are provided in below.
FREQUENCY OR DOLLAR LIMITS
ATM Cash Withdraw
Some restrictions, which are designed to detect and prevent unauthorized use of your Card, cannot be disclosed. There are also transactional (“frequency or dollar”) limits imposed on your Card. The daily period to which these limitations apply shall commence at 12:00 Midnight on each day and end at 12:00 Midnight on the following day (CST). The transactional limits provided in the table(s) below are the limit floors and we will not decrease these limit floors without prior notice. However, we reserve the right to allow you to transact higher volume than the limits defined herein at any time without prior notice. Because of the limitations imposed by some non-Bank ATMs and in the event of equipment failure or unavailability, you may not be able to withdraw or to access funds even though you have not exceeded these limitations.
9. FEES FOR USE OF THE CARD
Other than the International Service Fee described in the next paragraph, we do not charge any fees for the use or initial issuance of the Card. We will not charge you a fee to use your Card at any in-network ATM, however, operators of other ATMs and cash dispensing devices, their Networks, and merchants may charge you a fee. Some cash dispensing devices appear to be ATMs, but actually may process certain transactions as PIN Transactions. If you use your Card multiple times at one of these cash dispensing devices, some transactions may be processed as PIN Transactions and others as ATM Transactions.
● “International Transactions” include any transaction that you make using your Card in a foreign currency and any transaction made using your Card outside of the United States of America, even if that transaction is made in U.S. dollars. If you make a transaction in a currency other than U.S. dollars, Visa will convert the amount of that transaction into U.S. dollars according to its own currency conversion procedures in effect at that time. The exchange rate used to convert the currency is either a rate selected by Visa from the range of rates available in wholesale currency markets on the applicable processing date (which rate may differ from the rate the entity itself receives), or the government mandated exchange rate in effect on the applicable processing date. The exchange rate in effect on the applicable processing date may differ from the exchange rate in effect on the date you used your Card or Account. The amount (in U.S. dollars) of any credit associated with a particular foreign currency transaction is likely to differ from the amount (in U.S. dollars) of the original transaction due to differences in the applicable rates, which may vary daily. VISA may charge you an International Service Fee (sometimes referred to as an “ISF”) equal to one percent (1%) of the U.S. dollar amount of any International Transaction. The International Service Fee will be calculated on the U.S. dollar amount provided to us by Visa and will be charged to the same Account to which the transaction is posted at the same time the International Transaction posts to that Account. The same conversion process and fee may apply if any International Transaction is reversed or credited back to your Account.
10. BUSINESS DAYS
Our business days are Monday through Friday, excluding holidays.
11. DEPOSIT ACCOUNT REQUIREMENT
At the time you requested your Card, you opened the deposit account with Bank through Platform to which all POS transactions on your Card would be posted, and this deposit account is referred to as your primary Deposit Account. If your Primary Deposit Account is closed, you will lose access to your Account and your Card will no longer work.
12. DOCUMENTATION OF TRANSACTIONS
Each time you use your Card, you will receive or be given the option to obtain a receipt for that transaction. You also will receive or we will make available to you a periodic account statement, which will show you the details of all transactions and transfers made with your Card during the covered period.
13. YOUR CARD OR PIN IS LOST, STOLEN OR SUBJECT TO ANY UNAUTHORIZED USE
The Card is a commercial Card and does not provide consumer protections for lost or stolen Cards or unauthorized transactions. Treat the Card like cash. Until a Business Administrator or Authorized User reports a Card as lost or stolen or reports an unauthorized transaction on a Card, Account Owner is fully responsible for all transactions, even if the Card is lost, stolen or used for unauthorized transactions. Contact customer service IMMEDIATELY if a Business Administrator or Authorized User believes: (a) a Card has been lost or stolen, (b) someone has gained unauthorized access to any access information for your Deposit Account, or (c) someone has transferred or may transfer funds from the Card without a Business Administrator’s or Authorized User’s permission. Reporting a lost/stolen Card or unauthorized transactions through +1 (415) 993-4301 or by logging into the Website to deactivate the Card is the best way to minimize possible losses. Account Owner and Authorized Users are responsible for all unauthorized transactions initiated and fees incurred from the unauthorized use of a Card. Failure to promptly notify us could result in the Account Owner losing ALL of the money in the Account.
14. RESPONSIBILITY FOR AUTHORIZED TRANSACTIONS
Account Owner is responsible for all transactions initiated and fees incurred by use of a Card. If a Business Administrator or an Authorized User permit another person to have access to a Card, we will treat this as if the Business Administrator or Authorized User has authorized such person to use the Card, and Account Owner will be liable for all transactions and fees incurred by such person, even if they exceed the authorization granted. 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 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 Card.
15. OUR LIABILITY FOR FAILURE TO MAKE TRANSFERS
If we do not complete an electronic fund transfer to or from a Card on time or in the correct amount according to this Agreement, we may be liable to 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 Account to perform the transaction; (b) the merchant refuses to accept a Card; (c) if an electronic terminal where you are making a transaction does not operate properly, and a Business Administrator or Authorized User knew about the problem when you initiated the transaction; (d) if access to a Card has been blocked after a Business Administrator or Authorized User reported a Card lost or stolen; (e) the funds in the Account are subject to legal or administrative process or are otherwise not available for transactions; (f) if we have reason to believe the transaction is unauthorized; (g) 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; or (g) the ATM terminal has insufficient cash to complete the transaction.
16. ERRORS OR QUESTIONS ABOUT YOUR ACCOUNT TRANSACTIONS
Call us +1 (415) 993-4301 or us email email@example.com as soon as Account Owner can if Account Owner thinks an error has occurred involving your Account. When Account Owner sends notification of an error involving your Card, Account Owner will need to tell us: (a) Account Owner’s name, your name, email and Card number; (b) why Account Owner 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 Bank Deposit Account implements a commercial product, 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 you need more information about our error resolution process, contact customer service at firstname.lastname@example.org.
17. DISCLOSURE OF INFORMATION TO THIRD PARTIES
18. CHANGES TO AND TERMINATION OF THIS AGREEMENT
We may amend or change the terms and conditions of this Agreement at any time by posting the amended Agreement on the Platform's Website, and any such amendment shall be effective upon such posting to that Website. The current Agreement is available on the Website. You will be notified of any change in the manner provided by applicable law prior to the effective date of the change. However, if the change is made for security purposes or otherwise is to your benefit, we can implement such change without prior notice. We may cancel or suspend your Account or this Agreement at any time. You may cancel this Agreement by emailing email@example.com to close your Account. Your termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to termination.
By retaining or using the Card or by authorizing anyone else to use the Card after the effective date of any change to this Agreement, you agree to that change. The Card is our property, is nontransferable and must be surrendered to us upon demand.
19. CONDITIONS UNDER WHICH ATTORNEY’S FEES AND OTHER CHARGES MAY BE IMPOSED
To the extent permitted by applicable law, you shall be liable to us for all costs and damages resulting from any breach of this Agreement; provided, however, that your liability to us for unauthorized use of the Card shall be determined as provided in Section 14 above. If you fail to pay any amounts due under this Agreement and your debt is referred to an attorney(s), not one of our salaried employees for collection or other enforcement proceedings, whether by suit or otherwise, and the unpaid balance of the debt exceeds $300, you agree to pay all reasonable expenses permitted by applicable law, including but not limited to, court costs and attorney’s fees set by the court.
20. GOVERNING LAW; SEVERABILITY
This Agreement and any claim, dispute or controversy arising from or relating to this Agreement, the Card, or any amounts contracted for, charged or received under this Agreement, whether based on contract, tort, fraud and other intentional torts, statute, regulation, constitution, common law and/or equity, are governed by the laws of the State of Tennessee (without regard to internal principles of conflicts of law) and applicable federal law. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
At our request, 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 Account Owner’s, Business Administrator’s, or any Authorized Users’ violation of this Agreement, applicable law, or any third-party rights or Account Owner’s, Business Administrator’s, or any Authorized Users’ fraud or willful misconduct. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by Account Owner, in which event Account Owner will cooperate in asserting any available defenses.
22. NO WARRANTY OF AVAILABILITY OR UNINTERRUPTED USE
From time to time, services related to the Platform and the Deposit Account may be inoperative. When this happens, you may be unable to access the Website including the mobile application (if any), and Authorized Users may be unable to use the Card or obtain information about the Card. Please notify us if you have any problems using the Card, Website. You 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.
23. 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 Cards, your Deposit Account, 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 Cards, your Accounts, any products or services purchased using Cards, your Deposit Account, or this Agreement (as well as any related or prior agreement that Account Owner, Business Administrator, or Authorized Users may have had with us).
24. NOTIFICATION OF CHANGES
If your U.S. mail or postal address, or email address or telephone number changes, you must notify us immediately. Failure to do so may result in information regarding the Card or Deposit 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 Deposit Account. You must notify us immediately in the event of the insolvency, receivership, conservatorship, bankruptcy, reorganization or change in Principal Owners. Your Card and Deposit Account may be terminated by us in the event a change of control, reorganization, restructuring, conversion, consolidation, division or merger of Principal Owner.
25. DISPUTE RESOLUTION
Any claim, dispute, or controversy ("Claim") arising out of or relating in any way to: i) this Agreement; ii) the Account or Cards; iii) your acquisition of the Account or Cards; iv) your use of the Account or Cards; v) the amount of available funds in the Account; vi) advertisements, promotions or oral or written statements related to the Account or Cards, as well as goods or services purchased with the Account or Cards; vii) the benefits and services related to the Account or Cards; or viii) transactions made using the Account or Cards, no matter how described, pleaded or styled, shall be FINALLY and EXCLUSIVELY resolved by binding individual arbitration conducted by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (9 U.S.C. 1-16). The arbitration shall occur in Shelby County, Tennessee.
ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE.
For a copy of the procedures, to file a Claim or for other information about this organization, contact it at: AAA, 335 Madison Avenue, New York, NY 10017, or at www.adr.org.
All determinations as to the scope, interpretation, enforceability and validity of this Agreement shall be made final exclusively by the arbitrator, which award shall be binding and final. Judgment on the arbitration award may be entered in any court having jurisdiction.
NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE.
This arbitration provision shall survive: i) the termination of the Agreement; ii) the bankruptcy of any party; iii) any transfer, sale or assignment of your Account, or any amounts owed on your Account, to any other person or entity; or iv) closing of the Account. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall remain in force.
26. VIRTUAL CARD OPTION
If enabled by Platform, you may have the option of accessing your Deposit Account with, in addition to your physical card, a virtual card represented by a 16-digit account number (“Virtual Card”). The Virtual Card may either be single-use, meaning the 16-digit account number will expire after a single transaction, or recurring-use, meaning you may use your 16-digit account number for multiple transactions.
You may elect through your Business Administrator or Authorized User to add your Virtual Card to one or more digital wallets (“Digital Wallets”) supported by Bank and subject to the Bank's terms for adding your Virtual Card to a Digital Wallet.
The Digital Wallet provider may allow you to conduct transactions at a point of sale device and you may not be able to use your Virtual Card to perform transactions at such point of sale devices until you have selected a PIN pursuant to this Agreement.
An Authorized User may use your Virtual Card 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 funds available in your Deposit Account, the transaction limits described below, and the other terms and conditions of this Agreement. Authorized Users may not use your Virtual Card for making purchases at any vending machines, kiosks or gas station pumps. Each time you use your Virtual Card, you authorize us to reduce the value available in your Deposit Account by the amount of the transaction and any applicable fees. You are not allowed to exceed the amount of available funds in your Deposit Account through an individual transaction or a series of transactions. If you do not have enough funds available in your Deposit Account, you can instruct the merchant to charge a part of the purchase to the Virtual Card and pay the remaining amount using another payment method. These are called “split transactions.” Some merchants do not allow cardholders to conduct split transactions. Nevertheless, if a transaction exceeds the amount of available funds in your Deposit Account, you will be fully liable to us for the full amount of the transaction and any applicable fees. Except for Virtual Cards added to any Digital Wallet, in accordance with and subject to the Digital Wallet Terms, you will not receive a PIN with your Virtual Card or set a PIN for your Virtual Card. When an Authorized User makes purchases with your Virtual Card at any POS device other than through a Digital Wallet provider, they may select “CREDIT” on the keypad to make a signature purchase. You may not use your virtual Card for online gambling or illegal transactions. We may temporarily “freeze” your Deposit Account and attempt to contact you if we notice transactions that are unusual or appear suspicious.
You may not use your Virtual Card for ATM’s or to otherwise obtain cash anywhere.