BUSINESS DEBIT CARD CUSTOMER AGREEMENT
This Business Debit Card Agreement ("Agreement") is made and entered into on this _____ day of ____________, by and between ACT Pay, Inc. ("ACT Pay") and __________ ("Company").
WHEREAS, Company desires to have ACT Pay act as its program manager so that ACT Pay can instruct its sponsor bank, Sutton Bank (the “Bank”), to issue certain debit cards ("Cards") in the name of the Company for the use by Company's officers, employees or other agents ("Employees"), as more particularly designated by Company on ACT Pay’s website; and
WHEREAS,ACT Pay is willing to arrange for the issuance of such Cards pursuant to the terms of this Agreement.
NOW, THEREFORE, the parties agree as follows:
WHEREAS,ACT Pay is willing to arrange for the issuance of such Cards pursuant to the terms of this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Introduction. The Business Debit Card Agreement contains contract terms and other important information relating to Company's Card(s). These terms govern the operation of the Account (as defined below) unless varied or supplemented in writing. This Agreement also incorporates any other terms and conditions provided separately with the ACT Pay Card Program Agreement (the “Cardholder Agreement”) as well as the terms of any disclosures Company may have received. To the extent of any inconsistent terms between this Agreement and any other agreement or disclosures, the terms of this Agreement shall control with respect to ACT Pay and Company; but the Cardholder Agreement shall control with respect to the rights and liabilities of the Bank and Company and its Employees.
2. Definitions. Unless inconsistent, words and phrases used in this document shall be construed so that the singular includes the plural and the plural includes the singular. The words "we," "our," and "us" refer to ACT Pay. The words "you" and "your" refer to Company. The word "Account" refers to the deposit account listed above against which Card transactions governed by this Agreement will be applied.
3. Issuance of Cards. ACT Pay will issue, or cause to be issued by the Bank, Cards in the name of the Company and in the names of the Employees as designated by the Company on ACT Pay’s website. Usage of the Cards will be limited to debits only. No electronic (ATM) deposits may be made using the Cards. All Cards must be signed immediately upon receipt by the Employees, but all Cards remain the property of ACT Pay and must be surrendered to ACT Pay upon demand. Company acknowledges that ACT Pay is providing such service to Company as an accommodation to Company only and, except as otherwise provided by law, ACT Pay is not responsible in any way for the manner in which the Cards are utilized.
4. Company Liability and Promise to Pay. Company agrees to be unconditionally and without limitation liable for all debits effectuated by use of the Cards, whether authorized or unauthorized, whether utilized by an Employee or some other person, and whether arising from lost or stolen Cards. All Employees who are granted use of the Cards shall be deemed third party beneficiaries of the accommodation extended hereunder and of the terms and conditions of this Agreement. Accordingly, such Employees shall be jointly and severally liable with Company for any debit effectuated under the Card issued to the respective Employee, whether authorized or unauthorized, and whether arising from lost or stolen Cards and Company agrees to so advise each such Employee. Acceptance and use of a Card issued hereunder constitutes Employee's agreement to be bound hereby. Immediately upon discovery of unauthorized use of a Card, ACT Pay should be notified by either calling 877-228-7293 or accessing your account via the website at www.actpay.ai. Customer should initiate cancellation of the Cards and closing of the Account. The services described in this Agreement will be available to Company only as long as Company maintains an Account with ACT Pay and Bank. The Account may not be transferred or assigned without ACT Pay's prior written consent.
5. Security Measures. The Card allows Cardholders to directly access the Company’s Account. In an effort to better protect Company and Employees from lost Cards or unauthorized use of the Cards, ACT Pay requires that each Employee create a Personal Identification Number (PIN) and use the PIN to process a debit transaction. Company and Employees acknowledge that use of a PIN provides them a commercially reasonable degree of protection in light of their particular needs and circumstances, and represent that each PIN shall be afforded the highest level of security by Company and Employees and shall be known only to those persons who are on a "need to know" basis. ACT Pay assumes no duty to discover any breach of security by Company or Employees or the unauthorized disclosures or use of a PIN. On occasion, due to merchant equipment limitations it may be necessary to complete a debit transaction using a Card by means of the user signing his or her name to the evidence of the transaction (as is the case in a credit card transaction) and both Company and Employees acknowledge that this procedure also provides them a commercially reasonable degree of protection in light of their particular needs and circumstances. Once a card has been issued it cannot be transferred to another person. Company agrees to immediately notify ACT Pay when Customer terminates a Cardholder's rights and to promptly return the Card to ACT Pay.
2. Definitions. Unless inconsistent, words and phrases used in this document shall be construed so that the singular includes the plural and the plural includes the singular. The words "we," "our," and "us" refer to ACT Pay. The words "you" and "your" refer to Company. The word "Account" refers to the deposit account listed above against which Card transactions governed by this Agreement will be applied.
3. Issuance of Cards. ACT Pay will issue, or cause to be issued by the Bank, Cards in the name of the Company and in the names of the Employees as designated by the Company on ACT Pay’s website. Usage of the Cards will be limited to debits only. No electronic (ATM) deposits may be made using the Cards. All Cards must be signed immediately upon receipt by the Employees, but all Cards remain the property of ACT Pay and must be surrendered to ACT Pay upon demand. Company acknowledges that ACT Pay is providing such service to Company as an accommodation to Company only and, except as otherwise provided by law, ACT Pay is not responsible in any way for the manner in which the Cards are utilized.
4. Company Liability and Promise to Pay. Company agrees to be unconditionally and without limitation liable for all debits effectuated by use of the Cards, whether authorized or unauthorized, whether utilized by an Employee or some other person, and whether arising from lost or stolen Cards. All Employees who are granted use of the Cards shall be deemed third party beneficiaries of the accommodation extended hereunder and of the terms and conditions of this Agreement. Accordingly, such Employees shall be jointly and severally liable with Company for any debit effectuated under the Card issued to the respective Employee, whether authorized or unauthorized, and whether arising from lost or stolen Cards and Company agrees to so advise each such Employee. Acceptance and use of a Card issued hereunder constitutes Employee's agreement to be bound hereby. Immediately upon discovery of unauthorized use of a Card, ACT Pay should be notified by either calling 877-228-7293 or accessing your account via the website at www.actpay.ai. Customer should initiate cancellation of the Cards and closing of the Account. The services described in this Agreement will be available to Company only as long as Company maintains an Account with ACT Pay and Bank. The Account may not be transferred or assigned without ACT Pay's prior written consent.
5. Security Measures. The Card allows Cardholders to directly access the Company’s Account. In an effort to better protect Company and Employees from lost Cards or unauthorized use of the Cards, ACT Pay requires that each Employee create a Personal Identification Number (PIN) and use the PIN to process a debit transaction. Company and Employees acknowledge that use of a PIN provides them a commercially reasonable degree of protection in light of their particular needs and circumstances, and represent that each PIN shall be afforded the highest level of security by Company and Employees and shall be known only to those persons who are on a "need to know" basis. ACT Pay assumes no duty to discover any breach of security by Company or Employees or the unauthorized disclosures or use of a PIN. On occasion, due to merchant equipment limitations it may be necessary to complete a debit transaction using a Card by means of the user signing his or her name to the evidence of the transaction (as is the case in a credit card transaction) and both Company and Employees acknowledge that this procedure also provides them a commercially reasonable degree of protection in light of their particular needs and circumstances. Once a card has been issued it cannot be transferred to another person. Company agrees to immediately notify ACT Pay when Customer terminates a Cardholder's rights and to promptly return the Card to ACT Pay.
IMPORTANT: The security of Company's Card(s) is especially important since stores, restaurants, hotels, gas stations, mail order companies, and other merchants will allow purchases and other transactions to be performed with the Card(s) just as if the Card(s) were credit card(s) (i.e. without requiring a PIN).
6. Statements and Errors. ACT Pay will make available each month to Company an account statement on ACT Pay’s website ("Monthly Statement") showing, among other things, all debits made by use of the Cards. Errors regarding any Card debits shall be communicated in writing to ACT Pay at the address indicated below. Communications shall include the Cardholder and Company's names, the dollar amount of any suspected error, the reference number and description of the error. Any communication regarding a suspected error must be received by ACT Pay within sixty (60) days of the date of the Monthly Statement on which the incorrect debit first appeared. Company shall bring no action and the ACT Pay will not be liable for any loss, demand, or expenses sustained by Company as the result of an error unless Company so notifies ACT Pay within the sixty (60) day period and ACT Pay has a reasonable opportunity to prevent the transaction before it is made .
7. Notice and Communication. Except with respect to notices relating to the lost or stolen Cards, all notices, requests and other communications provided for hereunder must be directed to the other party at the respective addresses indicated on ACT Pay’s website and, unless otherwise specified herein, must be in writing, postage prepaid or hand-delivered.
8. Information Deemed Confidential. ACT Pay agrees that it will maintain all data relative to Company's Account as confidential information and will exercise the same standard of care and security to protect such information as ACT Pay uses to protect its own confidential information. ACT Pay agrees to use such data exclusively for the providing of services to Company and Employees hereunder and not to release such information to any other party, except as may be required by law.
9. Monthly Debit Card Fee. A Monthly Debit Card Fee may be charged to Company's Account for the privilege of having the Cards. The Monthly Debit Card Fee is payable whether or not any of the Cards are used. Refer to Paragraph 21 of this Agreement.
10. Use of Cards. Company represents and warrants, on behalf of itself and its Employees, that the Cards will only be used for business purposes. Company acknowledge and understand that the Card shall not be treated as a consumer card under the provisions of state and federal laws and regulations including but not limited to Federal Reserve Board Regulation E and The Electronic Funds Transfer Act. ACT Pay may establish maximum limits on the dollar amount of Point of Sale purchases, ATM withdrawals and other transactions Company may make using the Card in any one calendar day. The amounts of these maximum limits will be based on the defaults in ACT Pay's system. Company may contact ACT Pay to review these limits unless otherwise requested by Company on Company's Card application and agreed to by ACT Pay.
11. Lost or Stolen Cards. Immediately upon discovery that a Card is lost or stolen, Company should either call 877-228-7293 or notify ACT Pay via the website www.actpay.ai and Customer should initiate cancellation of the Card(s) and closing of the account.
12. Termination. ACT Pay shall have the right, at its sole discretion, and upon three (3) days notice to Company, to terminate Company's privileges hereunder, including if directed to by ACT Pay’s Bank.
13. Return of Cards. All Cards shall be deemed canceled effective upon termination of this Agreement and Company shall instruct the Employees to cut in half all Cards, and return them to ACT Pay. Company shall remain liable for all debits or other charges incurred or arising by virtue of the use of a Card prior to or following the termination date.
14. Amendments and Change in Terms. ACT Pay may from time to time amend the terms of this Agreement to the extent allowed by applicable federal and state law. ACT Pay will notify Company by mail of such amendments, and subject to the requirements of applicable law, any amendment to this Agreement will become effective at the time stated in such notice. Notice will be given to Company if ACT Pay changes the terms of this Agreement at any time by mailing notice to the Company address shown on ACT Pay's records, by including a notice with or on the Account statement, by posting a notice of any such changes at ACT Pay's main office, or by whatever notice requirements that may be required by law. Use of the Card(s) after the effective date of a change indicates Company's acceptance of the changes.
15. Refusal to Honor Cards. ACT Pay is not responsible for the refusal of anyone to honor the Cards.
16. Service Fees. ACT Pay may charge Company a reasonable charge for research, photocopies and reprints which Company or any Employee may request and for other special services as allowed by law.
17. Severability. If any provision of the Agreement is determined to be unlawful or unenforceable for any reason, the remainder of the Agreement will remain enforceable.
18. Governing Law. This agreement and all transactions hereunder shall be construed as contracts subject to applicable federal law and the laws of Nevada.
19. Agreement to Arbitrate.
7. Notice and Communication. Except with respect to notices relating to the lost or stolen Cards, all notices, requests and other communications provided for hereunder must be directed to the other party at the respective addresses indicated on ACT Pay’s website and, unless otherwise specified herein, must be in writing, postage prepaid or hand-delivered.
8. Information Deemed Confidential. ACT Pay agrees that it will maintain all data relative to Company's Account as confidential information and will exercise the same standard of care and security to protect such information as ACT Pay uses to protect its own confidential information. ACT Pay agrees to use such data exclusively for the providing of services to Company and Employees hereunder and not to release such information to any other party, except as may be required by law.
9. Monthly Debit Card Fee. A Monthly Debit Card Fee may be charged to Company's Account for the privilege of having the Cards. The Monthly Debit Card Fee is payable whether or not any of the Cards are used. Refer to Paragraph 21 of this Agreement.
10. Use of Cards. Company represents and warrants, on behalf of itself and its Employees, that the Cards will only be used for business purposes. Company acknowledge and understand that the Card shall not be treated as a consumer card under the provisions of state and federal laws and regulations including but not limited to Federal Reserve Board Regulation E and The Electronic Funds Transfer Act. ACT Pay may establish maximum limits on the dollar amount of Point of Sale purchases, ATM withdrawals and other transactions Company may make using the Card in any one calendar day. The amounts of these maximum limits will be based on the defaults in ACT Pay's system. Company may contact ACT Pay to review these limits unless otherwise requested by Company on Company's Card application and agreed to by ACT Pay.
11. Lost or Stolen Cards. Immediately upon discovery that a Card is lost or stolen, Company should either call 877-228-7293 or notify ACT Pay via the website www.actpay.ai and Customer should initiate cancellation of the Card(s) and closing of the account.
12. Termination. ACT Pay shall have the right, at its sole discretion, and upon three (3) days notice to Company, to terminate Company's privileges hereunder, including if directed to by ACT Pay’s Bank.
13. Return of Cards. All Cards shall be deemed canceled effective upon termination of this Agreement and Company shall instruct the Employees to cut in half all Cards, and return them to ACT Pay. Company shall remain liable for all debits or other charges incurred or arising by virtue of the use of a Card prior to or following the termination date.
14. Amendments and Change in Terms. ACT Pay may from time to time amend the terms of this Agreement to the extent allowed by applicable federal and state law. ACT Pay will notify Company by mail of such amendments, and subject to the requirements of applicable law, any amendment to this Agreement will become effective at the time stated in such notice. Notice will be given to Company if ACT Pay changes the terms of this Agreement at any time by mailing notice to the Company address shown on ACT Pay's records, by including a notice with or on the Account statement, by posting a notice of any such changes at ACT Pay's main office, or by whatever notice requirements that may be required by law. Use of the Card(s) after the effective date of a change indicates Company's acceptance of the changes.
15. Refusal to Honor Cards. ACT Pay is not responsible for the refusal of anyone to honor the Cards.
16. Service Fees. ACT Pay may charge Company a reasonable charge for research, photocopies and reprints which Company or any Employee may request and for other special services as allowed by law.
17. Severability. If any provision of the Agreement is determined to be unlawful or unenforceable for any reason, the remainder of the Agreement will remain enforceable.
18. Governing Law. This agreement and all transactions hereunder shall be construed as contracts subject to applicable federal law and the laws of Nevada.
19. Agreement to Arbitrate.
a. Binding Arbitration: In the event that there is a dispute, claim or controversy arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of this Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Agreement, but specifically excluding any dispute principally related to either party’s intellectual property (which such dispute will be resolved in litigation before the United States District Court for the District of Nevada), will be determined by arbitration in Henderson, Nevada before a single arbitrator. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 (exclusive of interest, attorneys’ fees and arbitration fees and costs). Where no party’s claim exceeds $25,000 (exclusive of interest, attorneys’ fees and arbitration fees and costs), and in other cases in which the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply. The arbitrator will apply the substantive law of the State of Nevada, exclusive of its conflict or choice of law rules. If the American Arbitration Association is no longer in business, or refuses or declines to administer any dispute between the parties brought before it, either party may petition the United States District Court for the District of Nevada to appoint the arbitrator. Nothing in this paragraph will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to the terms of this Agreement.Either party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested.b. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by law.
20. Collection of Costs. If ACT Pay hires an attorney to assist in collecting any amount due hereunder, or to enforce any right or remedy hereunder, Company agrees to pay ACT Pay's reasonable attorney's fees and expenses, and any other as permitted by law.
21. Disclosure of Charges. Charges may be assessed against Company by ACT Pay for the privileges being afforded hereunder.
21. Disclosure of Charges. Charges may be assessed against Company by ACT Pay for the privileges being afforded hereunder.
ACT Pay, Inc.
By:
Typed Name:
Title:
ACT Pay, Inc.
By:
Typed Name:
Title:
