These Airbase Card Program Terms and Conditions (these “Terms”) represent an agreement between each Account Owner and any Authorized User and Bank that governs the Airbase Card Program (each term as defined below). 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 Card Account.
“Access Information” means collectively an online user name, password, challenge questions, and any other security information used to access the Card Account.
“Account Owner” or “you” or “your” means the entity that has qualified for and established a Card Account (See Section 5.2 – Qualifying For and Establishing Card Accounts).
“Authorized User” means any designated person authorized by the Business Administrator to use the Card Account on Account Owner’s behalf.
“Bank” means Sutton Bank, member Federal Deposit Insurance Corporation (“FDIC”).
“Business Administrator” means any designated person authorized by the Account Owner to administer the Card Account and associated Cards and/or act on Account Owner’s behalf in connection with these Terms, including without limitation designating Authorized Users, funding the Card Account, and setting Card Account limitations (See Section 5.2 – Qualifying for and Establishing Card Accounts).
“Card” means the Visa branded Airbase Prepaid Card issued by Bank through which You or one of your Authorized Users can obtain access to their Airbase Funds. Each reference to “Card” also shall include “Cards.” Card will be a virtual card represented by a 16-digit account number or a physical card.
“Card Account” means the records maintained by Bank for each Card.
“Payment Card” means Account Owner’s credit or debit card.
“Principal Owner” means
“We,” “us,” and “our” mean Bank and its successors, affiliates, and assignees.
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.
Account Owner’s consent to receive Communications electronically will remain in effect until Account Owner withdraws it. Account Owner may withdraw their consent to receive further Communications electronically at any time by contacting us at 1-800-604-4380. If Account Owner withdraws their consent to receive Communications electronically, we reserve the right to close your Card Account and return your remaining Card Account balance as set forth in this Agreement (in which case Authorized Users will no longer be able to use a Card Account or participate in the Program, except as expressly provided in this Agreement) or charge you a fee for paper copies of Communications. Any withdrawal of Account Owner’s consent to receive Communications electronically will be effective only after we have a reasonable period of time to process Account Owner’s withdrawal. Please note that Account Owner’s withdrawal of consent to receive Communications electronically will not apply to Communications electronically provided by us to Account Owner before the withdrawal of Account Owner’s consent becomes effective.
In order to ensure that we are able to provide Communications to Account Owner electronically, Account Owner must notify us of any change in their e-mail address by updating Account Owner’s profile on the Website.
Account Owner should print and save or electronically store a copy of all Communications that we send to you electronically. We reserve the right to assess a fee for any such paper copy.
In order to access and retain Communications provided to Account Owner electronically, Account Owner must maintain a valid email address and a Current Version of a commercially available internet browser and a Current Version of a program that accurately reads and displays PDF files. “Current Version” means a version of the software that is currently being supported by its publisher.
We reserve the right, in our sole discretion, to communicate with 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 Account Owner of any such termination or change by updating this Agreement on the Website or delivering notice of such termination or change electronically.
In order to establish a Card Account, an Account Owner must:
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:
Transactions approved and processed with the Card may only be used to purchase goods and services for business purposes only and not for personal, family or household purposes.
Prior to distributing a Card Account to an Authorized User, Account Owner shall be responsible for ensuring that each Authorized User
Authorized User represents and warrants that all information, including User Information, provided to us or to 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 Card Account and Authorized User may no longer use the Card Account.
A Business Administrator must modify the settings on the Website or notify Customer Service to revoke permission for an Authorized User to use the Card Account. Any revocation of such permission will be effective only after we have a reasonable period of time to process Account Owner’s withdrawal.
Account Owner must notify us at 1-800-604-4340, or via e-mail at email@example.com to revoke permission for any Business Administrator to administer the Card Account. Any revocation of such permission will be effective only after we have a reasonable period of time to process Account Owner’s withdrawal.
The Card is a virtual or physical prepaid debit card issued by the Bank. The Card is not a credit card. The Card is not a gift card. The Card remains the property of the Bank and must be surrendered upon our request. To the extent permitted by applicable law, Bank may cancel, repossess, or revoke the Card at any time without prior notice. The Card cannot be redeemed for cash. The Card is not for resale and may not be transferred or assigned.
You acknowledge and agree that the value available in your Card Account is limited to the funds that have been added to your Card Account as described by the funding process as described in Section 5.3 (Funding of your Card Account). You will not receive any interest on the funds in your Card Account.
Physical cards may be activated by the Business Administrator or Authorized User pursuant to these Terms, and only after the Business Administrator has activated a Card Account. Virtual Cards are active upon receipt by you or your Authorized User, and only after the Business Administrator has activated a Card Account.
There are no fees associated with the use of your Card.
Business Administrator and your Authorized Users should treat the Card with the same care as cash. Always protect the Card and keep it in a safe place. Do not send a Card number in an email or text message. Make sure Card and Access Information is secured with encryption when used to perform transactions over the Internet or wireless networks.
The Card Account is a commercial Card Account and does not provide consumer protections for lost or stolen Card Accounts or unauthorized transactions. Treat the Card Account 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, 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:
Reporting a lost/stolen Card or unauthorized transactions by calling 1-800-604-4380 or by logging into the Website to deactivate the Card Account is the best way to minimize possible losses. Unless we have authorized a transaction after a Card Account is blocked (See Section 5.27 – Our Liability to Account Owner), Account Owner and Authorized User are responsible for all unauthorized transactions initiated and fees incurred from the unauthorized use of a Card Account. Failure to promptly notify us could result in the Account Owner losing ALL of the money in the Card Account.
The Card may not be used for ATM cash withdrawals or cash back at the point-of-sale and may not be used for business payroll payments. An Authorized User may use your 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 available Card Account balance, the transaction limits and transaction restrictions outlined below, and the other terms and condition of this Agreement. Each time an Authorized Users uses the Card, you and the Authorized User authorize us to reduce the value available in your Card Account by the amount of the transaction and any applicable fees. An Authorized User is not allowed to exceed the amount of the available funds in your Card Account through an individual transaction or a series of transactions. Nevertheless, if a transaction exceeds the amount of available funds in your Card Account, you 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 Card Account and attempt to contact a Business Administrator if we notice transactions that are unusual or appear suspicious, or use of the Card Account that are not consistent with its intended use.
When an Authorized User uses the Card or Card number to initiate a transaction at certain merchant locations, websites, or mobile applications 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 Card 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 the 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, the Account Owner and Authorized User will not have access to the funds subject to the hold.
The maximum amount that can be spent using your Card Account limited to lower of:
The Bank’s limits are:
In order to protect your Card Account, we may temporarily impose limits on the dollar amount, number, and type of transactions performed using your Card and your Card Account. To the extent permitted by applicable law, we reserve the right to:
You may not use your Card for online gambling or illegal transactions. A Business Administrator may restrict transactions based on Merchant Category Code or Merchant ID. We may refuse to process any transaction we believe violates the terms of this Agreement.
Account Owner is responsible for all transactions initiated and fees incurred by use of a Card Account. If a Business Administrator or an Authorized User permit another person to have access to a Card Account Card number, we will treat this as if the Business Administrator has authorized such person to use the Card Account, 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 Account.
It is important to know the amount of available funds in the Card Account before performing a transaction with a Card Account. If there are not sufficient funds in the Card Account to cover the transaction amount, the transaction will be declined. If Authorized User does not have sufficient funds in the Card Account, Authorized User can request that the merchant charge a part of the purchase to the Card Account and pay the remaining amount with cash or another Card Account. These are called “split transactions.” Some merchants do not allow cardholders to conduct split transactions. Account Owner and Authorized User acknowledge and agree that the funds available to perform transactions are limited to the available funds that have been added to the Card Account that are not subject to a hold. Authorized User is not authorized to use any funds added to the Card Account in error. Any transaction that could create a negative balance for the Card Account is not permitted, but may occur in limited circumstances. Adjustments may be made to the Card Account to reverse an error, reflect a merchant adjustment, or resolve a dispute regarding a transaction posted to the Card Account. These processing and adjustment entries could cause your Card Account to have a negative balance. If a Card Account has a negative balance, Account Owner and Authorized User agree:
If no future funds are added to the Card Account, we may send 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.
A Business Administrator may obtain information about the available funds in the Card Account and a 60-day history of the Card Account transactions on the Website.
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 Card 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 Card 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.
If an Authorized User makes a purchase using your Card in a currency other than in U.S. dollars, the amount deducted from the available funds in the Card Account will be converted by Visa into U.S. dollars. The applicable exchange rate will be selected 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.
An Authorized User should get a receipt for each Card transaction. Authorized User agrees to retain, verify, and reconcile your Card transactions and receipts.
An Authorized User will not receive cash refunds for Card transactions. If a merchant gives an 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 your Card Account. We are not responsible for the delivery, quality, safety, legality, or any other aspects of goods or services that you purchase with your Card. All such disputes must be addressed and handled directly with the merchant from whom those goods or services were purchased.
Account Owner’s, Business Administrator’s, and Authorized Users’ privacy is very important to us. We may disclose information to third parties about Account Owner, Business Administrator, and Authorized Users, your Card and Card Account, and transactions related thereto:
The expiration date of your Card is identified on the front of the Card. If there is a positive balance of funds in your Card Account upon expiration of your Card and your Card Account is in good standing, we may issue you a new Card. We may also issue you a new Card when the Card expires even if you have no funds in your Card Account. If you need to replace your Card for any reason, please contact a Business Administrator, who in turn should contact Customer Service. Account Owner, Business Administrator, and Authorized Users will need to provide certain User Information so we can verify your identity.
If we do not complete an electronic fund transfer to or from a Card Account on time or in the correct amount according to these Terms, we may be liable to Account Owner for the losses or damages. However, there are some exceptions. We will not be liable if:
Call Customer Service at 1-800-604-4380, or email us at firstname.lastname@example.org as soon as Account Owner can if Account Owner thinks an error has occurred involving your Card Account. We must hear from Account Owner no later than 60 days after the earlier of the date Account Owner electronically accesses your Card Account, if the error could be viewed in your electronic transaction history, or the date we sent the FIRST written transaction history on which the error appeared. When Account Owner sends notification of an error involving your Card Account, Account Owner will need to tell us:
We will review the information submitted in a commercially reasonable manner, but given that the Airbase Card Program 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 1-800-604-4380.
To the extent permitted by applicable law, we may assign these Terms without obtaining Account Owner’s or Authorized Users’ consent. Neither Account Owner, nor Business Administrator, nor any Authorized User may assign or transfer your Card, your Card Account, or these Terms without our prior written consent.
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.
We may add to, delete, or amend this Agreement at any time in our sole discretion without providing notice to Account Owner, a Business Administrator, or Authorized User subject to applicable law. We reserve the right, subject to applicable law, to deliver to 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 Website or delivering notice of changes to Account Owner electronically. By continuing to participate in the Program, Account Owner, Business Administrator, and Authorized User consent to be bound by the updated Terms.
These Terms constitutes the entire and sole agreement between Account Owner, Business Administrator, Authorized Users and us with respect to the Program and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Program.
To the extent permitted by applicable law, we may cancel or suspend your Card, your Card Account, or this Agreement immediately, for any reason, and without notice to Account Owner, Business Administrator, or any Authorized User. Account Owner may cancel your Card, your Card Account, or this Agreement at any time by notifying Customer Service at the number or address provided below. Cancellation or suspension of this Agreement will not affect any of our rights or Account Owner’s, Business Administrator’s, or any Authorized User’s obligations arising under this Agreement prior to such cancellation or suspension. In the event that your Card Account is cancelled, closed, or terminated for any reason, Account Owner may request the unused balance to be returned to Account Owner via a check to the mailing address we have in our records.
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.
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 these Terms, 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.
From time to time, services related to the Program may be inoperative. When this happens, you may be unable to access the Website 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 or the 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.
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 Card 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 Cards, your Card Accounts, any products or services purchased using Card Accounts, or this Agreement (as well as any related or prior agreement that Account Owner, Business Administrator, or Authorized Users may have had with us).
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 Card 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 Card Account. You must notify us immediately in the event of the insolvency, receivership, conservatorship, bankruptcy, reorganization or change in Principal Owners. Your Card Account may be terminated by us in the event a change of control, reorganization, restructuring, conversion, consolidation, division or merger of Principal Owner.
For any and all controversies, disputes, demands, claims, or causes of action between 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 5.39 and the arbitrability of the controversy, dispute, demand, claim, or cause of action) relating to the Program, Card Accounts, or these Terms (as well as any related or prior agreement that Account Owner may have had with us), 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 5.39. 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” includes any third party providing any product, service, or benefit in connection with the Card Accounts or these Terms (as well as any related or prior agreement that 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 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 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.
Account Owner agrees to the following in connection with any arbitration:
Account Owner understands and agrees that, by agreeing to these Terms:
This Section will survive termination of the Card Account or these Terms as well as any voluntary payment of any debt in full by Account Owner or bankruptcy by 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.
Contact Information for Customer Service. Account Owner, a Business Administrator, and Authorized Users may contact Customer Service at 1-800-604-4380.