Please read this Arpari VISA Debit Cardholder Agreement (the“Agreement”) carefully and retain it for your future reference. This Agreementapplies to the Arpari VISA Debit Card (singularly or collectively, the “Card”),which has been made available to you by Arpari, Inc. (“Program Partner”), theprogram partner responsible for managing the Card program, in partnership withThread Bank, a bank chartered under the laws of the State of Tennessee (the“Bank”), a member of the Federal Deposit Insurance Corporation (“FDIC”). The terms and conditions of this Agreementapply to all Cards issued to you by us, all replacement Cards that we may issueto you from time to time at our option, and all transactions resulting from theuse of the Card through an automated teller machine ("ATM"), apoint-of-sale (“POS”) device or any other use of the Card, whether electronicor otherwise. Upon receipt of a Card,you must sign the signature panel.
Please read this Agreement carefully and keep it for yourrecords. The request for, initial use of, or other acceptance of the Card, orthe signing of any application for a Card or this Agreement, by you constitutesacceptance of this Agreement, and you agree to be responsible for all uses ofany Card, Card number or 4-digit personal identification number (“PIN”) issuedhereunder. The agreement you make withus, and the rights and obligations we both have, are governed by andinterpreted according to Tennessee and federal law. This Agreement, together with other agreements or disclosures you mayreceive from us, such as the Arpari Deposit Account Agreement (“AccountAgreement”) with respect to your business deposit accounts with the Bank("Account(s)"), establishes our and your rights and obligations.Terms used in this Agreement but not defined, have the meaning given in theAccount Agreement. To the extent any ofthe provisions in those documents are inconsistent with the information in thisAgreement, this Agreement will govern with respect to the Card(s) and withrespect to transactions made with any Card, Card number and/or PIN.
When you see the words “we,” “us,” or “our” in thisAgreement, it refers to the Bank and any of the Bank’s affiliates, successors, orassignees. When you see the words “you” or “your” or "Cardholder" itrefers to you, the owner of the Account and all joint account owners, if any, thathas requested a Card(s) be issued in its name and/or in the name of itsofficers, agents, employees or representatives who have been authorized to usethe Card.
You authorize us to pay from your Account(s) the totalamount of any transaction originated by use of the Card. You also agree thatthe use of the Card described in this Agreement is subject to the rules,regulations and fees governing each Account(s) that is accessed by such Card,including the Bank's right of set-off.
1 Activatingthe Card and Setting a PIN
1.1 Card Activation
This Card requiresactivation before you may use it. You may activate the Card by calling 1-800-847-2911.Your activation and use of the Card mean that you agree to the terms andconditions described in this Agreement.
If you do not want to activate the Card, you should destroy theCard by cutting it and then disposing of it.
1.2 PersonalIdentification Number (PIN)
You or your authorized employees, agents, or representativeswill be required to select a PIN prior to using theCard for the first time. The 4-digit numerical PIN issued to you is forsecurity purposes. The PIN represents your signature authorizing transactionsmade using your Card, identifies the bearer of the Card, and serves to validateand authenticate the directions given to complete the Card transactions.
YOU ARE RESPONSIBLE FOR SAFEKEEPING YOUR PIN. YOU MUST TAKEALL REASONABLE PRECAUTIONS SO NO ONE ELSE LEARNS YOUR PIN AND YOU MUST NOTDISCLOSE OR OTHERWISE MAKE YOUR PIN AVAILABLE TO ANYONE NOT AUTHORIZED TO SIGNON YOUR ACCOUNT(S). You agree that by disclosing your PIN to someone, you areauthorizing them to use your Card in the same manner that you can use yourCard. You are liable for all unauthorized transactions until such time that yousend proper notification to the Bank and the Bank acknowledges receipt of suchnotice of unauthorized use in the manner set forth herein.
Your PIN should NOT be written on the Card(s), kept in thesame wallet or place as your Card, or kept anywhere it is available to othersfor use.
You assume personal responsibility for all transactions,fees, and charges arising from the use of the Card, Card information and/or PINwhether such use is with an ATM, banking terminal, POS device, electronic fundstransfer device or any other means of access. If you have authorized anotherperson to use the Card and/or PIN in any manner, that authorization shall bedeemed to include the authorization to make withdrawals or transfers of fundsfrom the Account to which Cards are linked, and such authorization shall bedeemed to continue until you have taken all steps necessary to revoke it bypreventing such use by that person, including notifying the Cardholder andcontacting us to inform us that the Cardholder is no longer authorized.
If you have authorized someone to use any of your Cards,your authorization shall be considered by us to be unlimited in amount andmanner and will be effective until the following takes place: (a) you notify usin writing that you have revoked the authorization to any such individual andhave taken all necessary steps to revoke it; and (b) we have had reasonableopportunity and time to act on such notification. Your written request torevoke such authorization will result in the Card being closed/cancelled withinthree (3) business days after we receive your written notice. You will beresponsible for all transactions and authorizations made with the Card(s) untilthat time. These procedures apply toauthorization for use of your Card whereby a Card has either been issued to one of your employees, agents, representatives or any otherindividual or whereby temporary use or access to your/their Card has been givento any such persons.
To the greatest extent permitted by applicablelaw, you agree to pay us on demand for all purchases made, servicesrendered, and cash advances made by or to any person using the Card, Cardnumber or PIN, including all fees and charges assessed either by the Bank orany third party. You further authorize us to transfer funds in the Account tothe accounts of third parties you or other Cardholder may designate using ourservices. Except as specifically prohibited by law or regulation, you herebywaive as against us all of your claims, defenses, rights and offsets now orhereafter existing against any merchant or other payee for services ormerchandise acquired with the Card.
Cancellation of a Card or termination of the Account shall notexcuse your obligation to pay for all purchases or other transactions incurredagainst or in connection with the Account through the effective time of thecancellation or termination. This liability will be joint and several with youand other Cardholders. You are solely responsible for selecting Cardholders.You must require each Cardholder to comply with the terms and conditions ofthis Agreement, and you are responsible for the failure of any Cardholder to socomply. You acknowledge and agree that you are responsible for retrieving theCards if any Cardholder leaves your employment or you otherwise revoke aCardholder’s authority to use a Card. Except as otherwise limited by applicablelaw, you will remain responsible for all Card transactions.
In addition to the above, you acknowledge and understand thatCard(s) shall not be treated as consumer cards and are not subject to any ofthe consumer protections afforded under state and federal law, including thefederal Electronic Funds Transfer Act (Regulation E). You acknowledge and understandthat the Card is not a consumer access device under the provisions of theElectronic Funds Transfer Act or any other applicable law.
Use of your Card requires the maintenance of the Accountheld in your entity’s name. If theAccount is closed for any reason, this Agreement will be terminated; provided,however, all of your obligations under this Agreement will survive termination.
1.4 Permissible Usesof Your Card
Your Card is not a credit card. Therefore, when using yourCard, such as to make cash withdrawals and/or POS purchases, keep in mind thatthe amount of such withdrawals and purchases will be automatically deductedfrom your Account(s). You will use the Card(s) only for business purposes and thatyou will not use the Card(s) for personal, household or family purposes. You willlimit the use of each Card to legitimate business purposes and will take allnecessary steps to ensure that each Card is used for no other purpose. The Bankmay immediately terminate this Agreement if you or other Cardholder uses theCard for any consumer or personal purpose or in violation of any provision ofthis Agreement.
1.5 Ownership of YourCard
Each Card issued remains the property of the Bank. The Bankmay, in its sole discretion, request for the Card to be returned at any time,whereupon you shall cut and return the Card immediately to the Bank. You must destroythe Card by cutting it immediately upon the termination of this Agreement or theAccount or upon the cancellation of the Card. We reserve the right to revokeyour electronic transaction privileges. You agree that we may terminate, limitor modify your right to use your Card(s) at any time in the future withoutnotice to you.
2 Useof the Card
2.1 ATM Cash Deposits
With your PIN, you can use your Card to deposit cash intoyour Account at an in-network ATM. You can identify an in-network ATM bylooking for the Allpoint logo on or near the ATM. You cannot make cash depositsat out-of-network ATMs.
2.2 ATM andPoint-of-Sale PIN Withdrawals
With your PIN, you can use your Card to obtain cash fromyour Account up to the amount of your Available Balance at any ATM or any POSdevice in the United States that displays the Visa, Visa ATM, Plus, Interlink,or Accel acceptance marks. Not all merchants will permit you to get cash backthrough their POS devices.
If you use an ATM, including to make a balance inquiry, youmay be charged a fee by the ATM operator even if you do not complete awithdrawal, transfer, or deposit. This ATM fee is a third-party fee assessed bythe individual ATM operator only and is not assessed or controlled by us. ThisATM fee amount will be charged to your Account in addition to any applicablefees disclosed in this Agreement or your Account Agreement.
2.3 Retail CardPurchases
You may use your Card to make purchases using your PIN atany merchant with a POS device anywhere that displays the Visa, Visa ATM, Plus,Interlink, or Accel acceptance marks. You may also use your Card to makepurchases without your PIN anywhere that Visa debit cards are accepted.
You can instruct a merchant to charge your Card for part ofa purchase and pay any remaining amount with cash or another card. This iscalled a “split transaction.” Some merchants do not permit split transactions.If you wish to conduct a split transaction, you must tell the merchant theexact amount you would like charged to your Card. If you fail to inform themerchant you would like to complete a split transaction and you do not havesufficient available funds in your Account to cover the entire purchase amount,your Card is likely to be declined.
You may make retail card purchases without presenting yourCard by providing information from your Card, such as transactions done byinternet or telephone. Conducting transactions in this way has the same legaleffect as if you used the Card itself. For security reasons, the amount ornumber of card-not-present transactions you are permitted to make may belimited.
2.6 Virtual Card Use
To the extent offered or permitted in connection with your Account, whenyou open an Account, you may also receive a virtual card (“Virtual Card”) representedby a 16-digit card number, a 3-digit card verification value (“CVV”) number,and an expiration date. The Virtual Card is separate from your physical Cardand can be managed through the Online Banking Services (as defined in theAccount Agreement). We will issue you a replacement Virtual Card when itexpires. The Virtual Card accesses the available funds in your Account to makecard-not-present transactions (see above) anywhere Visa debit cards areaccepted in the same way as your physical Card. The Virtual Card can also beadded to a Wallet (as defined below) in the same way as your physical Card.Your use of the Virtual Card is subject to the terms of this Agreement,including transaction limitations, to the same extent as your physical Card.
2.7 Use of the Cardwith Digital Wallets
A digital wallet (“Wallet”) provides another way for you tomake purchases with your Card. A digital wallet is a service provided byanother company (such as Apple Pay, Android Pay, Samsung Pay, etc.), thatallows you to use your Card to pay for transactions where the Wallet isaccepted. A Wallet may not be accepted at all places where your Card isotherwise accepted, and your Card may not be eligible for all the features andfunctionalities of the Wallet. Any use of your Card in or through the Walletcontinues to be subject to all terms and conditions of this Agreement. We mayterminate your access to or use of your Card with a Wallet at any time and forany reason, including if you violate any of the terms or conditions of thisAgreement.
You can add or remove your Card from a Wallet by followingthe instructions provided by the Wallet provider. By doing this, you agree toallow us to share your Card information with the Wallet provider. You may berequired to take additional steps to authenticate your identity before yourCard is added to the Wallet. We do not charge you any additional fees foradding your Card to a Wallet or for using your Card in the Wallet. However, anyfees and charges that would apply when you use your Card outside the Walletwill also apply when you use a Wallet to make purchases with your Card orotherwise access your Card. The Wallet provider and other third parties such aswireless companies or data service providers may charge you fees. The digitalversion of your Card in a Wallet may, in our sole discretion, be automaticallyupdated or upgraded without notice to you.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NOCIRCUMSTANCES AND UNDER NO LEGAL THEORY ARE WE LIABLE FOR ANY LOSSES OR DAMAGESRESULTING FROM YOUR USE OF A WALLET, YOUR USE OF THE CARD OR VIRTUAL CARD INCONNECTION WITH A WALLET, OR A MOBILE DEVICE.
If you use a Wallet, you should protect your Wallet and yourmobile device as you would your Card. If your Wallet or mobile device iscompromised, lost or stolen, you should also consider your Card lost or stolenand notify us immediately. Please see below for instructions for reporting alost or stolen Card.
If you have any questions, disputes, or complaints about aWallet, contact the Wallet provider using the information given to you by theprovider.
Charges from foreign merchants and financial institutionsmay be made in a foreign currency. We will bill you in U.S. dollars based onthe exchange rate on the day we settle the transaction, plus any specialcurrency exchanges charges that may be imposed by us, the Visa network and/orby any third-party used to complete the transaction.
The exchange rate between the transaction currency and thebilling currency used for processing international transactions is a rateselected by Visa from the range of rates available in wholesale currencymarkets for the applicable central processing date. This rate may vary from therate Visa itself receives, or the government-mandated rate in effect for the applicablecentral processing date. The conversion rate may be different from the rate ineffect on the date of your transaction and the date it is posted to yourAccount.
Regardless of whether the transaction is made in foreigncurrency or in U.S. dollars, additional fees may apply to all internationaltransactions using the Card. Please refer to our current fee schedule for moreinformation about our fees.
2.9 CardAuthorization Holds
When you use your Card to purchase goods or services or toobtain cash from a merchant, the merchant may request preauthorization (“CardAuthorization”) for the transaction. If the merchant makes such a request andthere are sufficient available funds in your Account, we will approve thetransaction and place a temporary hold on the funds in your Account. This holdwill reduce the Available Balance in your Account. The amount of this temporaryhold will usually be the amount of the Card Authorization. The hold will remainon your Account until the merchant sends the final amount of the transaction tous and requests payment (“Settlement”). In most cases, if the merchant does notrequest Settlement or is delayed in requesting Settlement, the hold willautomatically be removed after three (3) days. However, for transactions withcertain merchants, such as hotels, the hold may remain on your account up toseven (7) days.
Please note that the merchant controls the timing of boththe Card Authorization and Settlement. This means that a merchant may initiateSettlement after the Card Authorization hold has already been removed. If thehold is removed and you spend the funds in your Account before Settlement, itmay cause your Account to overdraw. In addition, the Card Authorization amountthat the merchant requests may be different than the Settlement amount. It istherefore important that you keep track of your transactions and your Account.We cannot stop a Card transaction once we have approved a Card Authorizationand you will be responsible for repaying any negative balance that may occur inyour Account.
2.10 Customized DebitCard Limits
As part of the Online Banking Services, you may be given theability to establish customized debit card transaction limits that are lowerthan the limits that are otherwise applicable to POS transactions and ATMwithdrawals for yourself or any secondary cardholders to help you manage andcontrol your spending.
There may be limits on the amount and frequency of withdrawals,transfers, and deposits you can make using your Card. Please refer to theAccount Agreement for any limits that may apply to your Account.
4 Returnsand Refunds
Please be aware of the merchant’s return policies beforeusing your Card to make a purchase. Neither the Bank nor the Program Partner isresponsible for the delivery, quality, safety, legality or any other aspect ofthe goods or services you purchase using your Card. If you have a problem witha purchase that you made with your Card or if you have a dispute with themerchant, you must handle it directly with the merchant. If you are entitled toa refund for any reason for goods or services obtained using your Card, youagree to accept credits to your Card for the refund and agree to the refund policyof the merchant. The amounts credited to your Card for refunds may not beavailable for up to five (5) days from the date the refund transaction occurs.
5 AdditionalBenefits from Visa and Fraud Alerts Program
Your Card may also be eligible for certain benefits providedby Visa. Please see the Visa Debit Card Benefits Guide (https://usa.visa.com/support/consumer/debit-cards.html)for a full description of all additional benefits to which you may be eligible,specifically Visa Zero Liability Benefits (https://usa.visa.com/pay-with-visa/visa-chip-technology-consumers/zero-liability-policy.html).You are also eligible for Visa’s Fraud Alerts Program.
5.2 Fraud AlertsProgram Overview
The Visa Fraud Alerts Program provides you with alerts viaemail, phone call, and/or text messages when Visa’s fraud monitoring systemdetects suspicious activity involving your Card.
Messaging frequency depends on account activity. Formore information, call 1-800-847-2911. To cancel fraud text messagingservices at any time reply STOP to any alert from your mobile device.
For fraud alerts support, call 1-800-847-2911. Bygiving us your mobile number, you agree that fraud alerts textmessaging is authorized to notify you of suspected incidents of financial oridentity fraud.
5.2.1 Release ofLiability
Alerts sent via SMSmay not be delivered to you if your phone is not in the range of a transmissionsite, or if sufficient network capacity is not available at a particulartime. Even within coverage, factors beyond the control of wirelesscarriers may interfere with messages delivery for which the carrier is notresponsible. We do not guarantee that alerts will be delivered.
There may be fees associated with your use of the Card. Please refer to the Account Agreement for anyfees that may apply to your use of the Card.
7 Errorsand Lost or Stolen Cards
7.1 Error Resolution
You may contact us by calling 1-800-847-2911with questions concerning transactions involving your Card.
You may also contact us at thenumber above to report suspected errors or unauthorized transactions. Be sure to contact us immediately if youbelieve that an error or unauthorized transaction has occurred or may occurconcerning your Card. You must contact us no later than thirty (30) days afterwe sent the FIRST statement on which the suspected error or unauthorizedtransaction appeared. You must provide us with the following information:
▪ Your name and Account number.
▪ A description of the error or the transactionyou are unsure about and explain as clearly as you can why you believe it is anerror or why you need more information.
▪ The dollar amount of the suspected error.
▪ If you tell us orally, we may require that yousend us your complaint or question in writing by email within ten (10) businessdays.
After receiving your notice of error or unauthorizedtransaction, we will investigate and provide you with the results and anycorrections we make to your Account within a commercially reasonable time.
7.2 Reporting Lost orStolen Cards or Replacing Your Card
If you need to report your Card or PIN as lost, stolen, orcompromised, or to replace your Card for any reason, please contact us at 1-800-847-2911seven (7) days a week, twenty-four (24) hours a day. You will be required toprovide personal information so that we may verify your identity before we willissue you a replacement Card.
You will assist us in determining the facts, circumstancesand other pertinent information relating to any loss, theft, or possibleunauthorized use of your Card and to comply with such procedures as we mayrequire in connection with our investigation.
You shall promptly notify us of any suspected unauthorizedactivity (whether or not involving any of your employees, agents, orrepresentatives).
8 ElectronicFund Transfers
Electronic fund transfers ("EFTs")are transactions that are processed by electronic means and include, amongothers, the types of transactions described in this section.
Your Account Agreement providesyou with the information and terms about the EFTs that are permitted on yourAccount.
8.1 Types of EFTsSupported by Your Card
Subject to your Account Agreement,your Card allows the following types of EFTs:
▪ Transfers to or from your Account to a merchantor other third party by providing the third party with your Card or Cardinformation
▪ ATM deposits and withdrawals using your Card
8.2 Limitations onEFTs
There are limitations on thefrequency and amount of transactions you can make to or from your Account usingyour Card. These limits are different for each type of transaction. For limitsthat apply to Card transactions, please refer to your Account Agreement. For other limitations that may apply to yourAccount, please refer to your Account Agreement. Your Card may also be subjectto security-related limits. These limitsmay change from time to time.
8.3 Documentation ofYour Transactions
You will be provided with information about each transactionusing your Card on your Account statements. Please refer to your AccountAgreement for more information about statements and other ways to view yourtransaction history and other information. You will also have the option toreceive a receipt when making a withdrawal at an ATM or when you make a POSpurchase at a merchant.
8.4 Recurring CardPayments (Preauthorized Transfers)
If you authorize a merchant or other third party toautomatically initiate a payment using your Card on a recurring basis, you mustdo so in writing. If you are issued a new Card with a different expiration dateor a different number, we may (but are not obligated to) provide your new Cardnumber and expiration date to a merchant or other third party with whom youhave set up a recurring pre-authorized card payment to facilitate thecontinuation of your authorized recurring transactions.
If you do not wish Visa toprovide your new Card number and/or expiration date to merchants or other thirdparties, please let us know by emailing us at firstname.lastname@example.org.
8.4.1 How to Request aStop Payment
If you authorize a merchant orother third party to take payments from your Account using your Card throughrecurring card payments, you can place a stop payment on one or all of thosepayments by contacting us by email at email@example.com at least three (3) businessdays before the next payment is scheduled to be made.
You must provide us with (1) your name, (2) your Accountnumber, (3) the company or person taking the payments, and (4) the date andamount of the scheduled payment you wish to stop. If you want all futurepayments from that company or person stopped, be sure to tell us that as well.If you do not provide us with the correct information, such as the correctpayee or the correct amount of the payment you wish to stop, we may not be ableto stop the payment.
You may be charged a fee for each stop payment you requestunder your Account Agreement. Pleaserefer to your Account Agreement for fees applicable to your Account.
8.5 Your Liabilityfor Unauthorized EFTs
Contact us immediately if you believe that an unauthorizedEFT has occurred or may occur concerning your Account, or if your Card has beenlost, stolen, or compromised. Calling us at 1-800-847-2911 is the best way ofkeeping your losses to a minimum. You will not have thebenefit of any consumer law limiting liability with respect to the unauthorizeduse of a Card or the Account. This means your liability for unauthorizeduse of your Card could be greater than the liability in a consumer debit cardtransaction. You agree to undertake the additional risk and greater measure ofliability associated with the use of business purpose cards as described inthis Agreement and the Account Agreement. You are liable for Card transactionsyou do not authorize if we can prove that we processed the transaction in goodfaith and in compliance with commercially reasonable security procedure towhich we both agreed, unless otherwise required by law. Your liability for unauthorized EFTs isoutlined in your Account Agreement. Please refer to your Account Agreement for details.
In addition and without limiting any other term of thisAgreement or the Account Agreement, you are fully liable for all transactionsconducted using the Card, Card number, or PIN if: (a) you give the Card, Cardnumber, or PIN to another person, including any person who you expressly orimplicitly authorize to use the Card and that person exceeds the authoritygranted or that person continues to conduct transactions after you haveterminated authority, unless you have requested in writing that we cancel yourCard and PIN pursuant to the above; (b) you fail to safeguard the Card, Cardnumber, or PIN as required by this Agreement or you violate any other term of thisAgreement; (c) the transaction is conducted by a personwho has an ownership interest in your company or entity, by a Cardholder or aperson authorized by a Cardholder, or by any other person who has an interestin the Account, who has authority to conduct transactions on the Account or whois an employee of yours; or (d) our investigation reveals that the facts donot reasonably support a claim of unauthorized use.
8.6 Our Liability fora Failure To Complete A Transaction, Unauthorized Transactions or Failure toStop a Payment
We will respond to notices oferrors or unauthorized EFTs and requests to stop payments in a commerciallyreasonable manner and time. Our liability for a failure to complete atransaction, an unauthorized transaction, or failure to stop a payment islimited to terms described in your Account Agreement. Please refer to your Account Agreement fordetails.
8.7 Our Business Days
Our business days are Monday through Friday, excludingfederal holidays and Tennessee banking holidays.
9 Changeto Services and Amendment of Terms
The services, functions, and facilities available throughthe use of the Card shall be determined by the Bank from time-to-time in itssole discretion.
We may change this Agreement, or any fees and features ofthe Card, at any time by posting an amended Agreement on the Program Partner’swebsite, www.arpari.com,and any such amendment will be effective upon posting. We will give you advancenotice of any change where required by law. We may provide such notice to youwith your statement, electronically, or by mail. Any notice we provide to youwill be binding and sent to the last (postal or electronic) address in ourrecords. We may change your address if we receive an address change notice fromthe U.S. Postal Service. We may change or terminate this Agreement withoutnotice at our discretion or to comply with any appropriate federal or state lawor regulation.
If we make any of our other banking services available toyou in connection with your Card, we may provide certain terms and conditionsfor those additional services to you in a separate agreement or disclosure.
10 AccountInformation Disclosed to Third Parties
We will disclose information to third parties about your accountor the transfers you make:
▪ Where it is necessary for completing thetransaction
▪ To verify the existence and condition of youraccount with us (such as to confirm that sufficient funds are available tocover specific transactions) upon the request from a third party (such as acredit bureau or merchant)
▪ To comply with government agency or court orders,or to protect our legal rights
▪ To service providers who perform businessfunctions on our behalf
▪ If you give us your written permission
We work with one or more third parties, including UnitFinance Inc. (“Unit”) and the Program Partner, in connection with your Account.Specifically, Unit assists us by performing functions that you have otherwiseauthorized us to perform, such as processing transactions, handing accountoperations including account set-up, transaction monitoring, and customersupport, and providing technological connection to the Program Partner and theBank. We may also share your informationwith other service providers that we believe need the information to perform atechnology, business, or other professional function for us such as ITservices, maintenance and hosting of our services, marketing partners,accounting, auditing, and tax services, and other professional services.
We may refuse to issue, deactivate, revoke, suspend orcancel your Card at any time with or without notice to you, other than asrequired by law. This includes deactivating or canceling your Card if it hasbeen lost or stolen to prevent unauthorized transactions. You agree not to useyour Card once it has been deactivated, revoked, suspended or canceled. We mayalso limit your use of the Card, including limiting or prohibiting specifictypes of transactions. If you would like to cancel your Card, you may do so atany time by contacting us through the Online Banking Services or by emailing usat firstname.lastname@example.org.
The cancellation of your Card privileges will not otherwiseaffect your rights and obligations related to your Account.
12 Indemnity;Disclaimer; and Limitation of Liability
You will indemnify, defend and hold us and ourofficers, directors, shareholders, employees, successors, predecessors,representatives, principals, agents, assigns, parents, subsidiaries and/orinsurers (collectively, "Indemnified Parties") harmless from any andall losses, liabilities, costs, and expenses (including reasonable fees andexpenses for attorneys, experts and consultants, reasonable out-of-pocketcosts, interest and penalties), settlements, fines, fees, penalties, equitablerelief, judgments, and damages ("Losses") imposed on or sustained,incurred or suffered by any of the Indemnified Parties, whether actual orthreatened or proven or not, in respect of any and all actions, audits,arbitrations, assertions, suits, mediations, litigations, proceedings,examinations, hearings, inquiries, investigations, charges, complaints, claims(including counter or cross-claims), or demands by whosoever asserted("Claims"), without regard to the merit or lack thereof, arising fromor related in any way to (a) the matters set forth in this Agreement; (b) breach of this Agreement, including anywarranties; (c) our taking any action or not taking any action that we areentitled to take pursuant to this Agreement; (d) any action or omission by youor any other Cardholder; (e) fraudulent activity; or (f) our action or inactionin reliance upon oral, written or electronic instructions or information fromyou, a person who has an ownership interest in your company or entity, by aCardholder or a person authorized by a Cardholder, or by any other person whohas an interest in the Account, who has authority to conduct transactions onthe Account or who is an employee of yours.
12.2 Disclaimer ofWarranties
ALL BANK SERVICES ANDCARD FEATURES ARE PROVIDED IS PROVIDED "AS IS", "WHERE IS"AND "AS AVAILABLE". WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDINGWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OFPERFORMANCE, OR USAGE OF TRADE. WE DO NOT WARRANT THE BANK’S SERVICES OR CARDFEATURES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE,TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. TO THE EXTENT THAT WE MAY NOT AS A MATTER OFAPPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCHWARRANTY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.
12.3 Limitation ofLiability
EXCEPTAS REQUIRED BY law, WE SHALL ONLY BE RESPONSIBLEAND LIABLE FOR OUR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN PERFORMING OUROBLIGATIONS UNDER THIS AGREEMENT. except as required by law, Tothe extent that we are found liable, you may only recover an amount limited toyour actual damages, not to exceed the total fees and charges paid by you inconnection with the services under this Agreement during the twelve (12) monthperiod immediately preceding the event giving rise to the claim. OUR LIABILITY MAY ALSO BE FURTHER REDUCED BYTHE AMOUNT OF THE LOSS THAT IS CAUSED BY YOUR OWN NEGLIGENCE OR LACK OF CARE,AS WELL AS ANY RECOVERY OF THE LOSS YOU OBTAIN FROM THIRD PARTIES.
In no event will you be able to recover fromus any consequential, incidental, special, indirect, or exemplary damages,losses or expenses (including counsel and third party fees or fines) or lost profits,lost revenue, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY,RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OREQUIPMENT, (a) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OREXPENSES; (b) EVEN IF SUCH DAMAGES, LOSSES OR EXPENSES WERE FORESEEABLE, (c)WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICTLIABILITY OR OTHERWISE, AND (d) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIALPURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THISSECTION, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE BANK WILL NOT BE LIABLE FOR ANY ERROR,FAILURE OR DELAY IN OUR ABILITY TO PERFORM OUR OBLIGATIONS UNDER THISAGREEMENT, INCLUDING ANY ERROR, FAILURE OR DELAY IN THE PROCESSING OF ANYTRANSFER, ARISING FROM OR RELATING TO CAUSES BEYOND OUR REASONABLE CONTROL,INCLUDING ANY ACT OF GOD, WAR (DECLARED OR UNDECLARED), SABOTAGE, BLOCKADE,REVOLUTION, INSURRECTION, TERRORISM, CIVIL STRIFE, EXPROPRIATION,NATIONALIZATION, CHANGE IN LAW, GOVERNMENT ACTION, EMBARGO, SANCTION, ACCIDENT,FIRE, NATURAL DISASTERS, ELEMENTS OF NATURE, PANDEMIC, EQUIPMENT FAILURE,SYSTEM FAILURE, TECHNICAL FAILURE, LABOR DISPUTE, UNUSUAL TRANSACTION VOLUME,SUSPENSION OF PAYMENTS BY ANOTHER FINANCIAL INSTITUTION, OR THE FAILURE OF ANYTHIRD PARTY TO PROVIDE ANY ELECTRONIC, DIGITAL OR TELECOMMUNICATIONS SERVICE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, WESHALL NOT BE LIABLE TO ANY THIRD PARTY OR FOR ANY ACT OR OMISSION OF YOURS ORANY THIRD PARTY, INCLUDING THIRD PARTIES USED BY US IN EXECUTING ANYTRANSACTION CONTEMPLATED BY THIS AGREEMENT OR PERFORMING A RELATED ACT AND NOSUCH THIRD PARTY SHALL BE DEEMED TO BE OUR AGENT.
13 GoverningLaw, Forum, and Time Limits
All actions relating to your Card and this Agreement will begoverned by the laws and regulations of the United States and Tennessee,irrespective of conflict of law principles. You agree that any dispute arisingunder this Agreement or relating in any way to your relationship with us thatis not arbitrated pursuant to the arbitration provisions of this Agreement willbe resolved in a federal or state court determined pursuant to that provision.
Except where prohibited by law, you agree that you must fileany lawsuit or arbitration against us within two (2) years after the claimarises unless federal or Tennessee law, or another agreement you have with us,provides for a shorter time. If federal or Tennessee law requires a longer timeperiod than the time periods in this Agreement, you agree to the shortest timeperiod permitted under the law.
14 Arbitrationand Waivers
BE SURE THAT YOU HAVEREAD THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THEEVENT OF A DISPUTE BETWEEN YOU AND US.
14.1 Election toArbitrate
You, Program Partner, and the Bank agree that the sole andexclusive forum and remedy for resolution of a claim be final and bindingarbitration pursuant to this section (the “Arbitration Provision”). As used inthis Arbitration Provision, “Claim” will include any past, present, or futureclaim, dispute, or controversy involving you (or persons claiming through orconnected with you), on the one hand, and us on the other hand, relating to orarising out of the Cards or this Agreement, and/or the activities orrelationships that involve, lead to, or result from this Agreement, includingthe validity or enforceability of this Arbitration Provision, any part thereof,or the entire Agreement. Claims are subject to arbitration regardless ofwhether they arise from contract; tort (intentional or otherwise); aconstitution, statute, common law, or principles of equity; or otherwise.Claims include matters arising as initial claims, counterclaims, cross-claims,third-party claims, or otherwise. Please note that you may continue to assertClaims in small claims court, if your Claims qualify and so long as the matterremains in such court and advances only on an individual (non-class,non-representative) basis. The scope of this Arbitration Provision is to begiven the broadest possible interpretation that is enforceable.
You have the right to opt-out of this arbitration clause andit will not effect any other terms and conditions of this Agreement or yourrelationship with us. TO OPT OUT, YOU MUST NOTIFY US IN WRITING OF YOUR INTENTTO DO SO WITHIN SIXTY (60) DAYS AFTER OPENING YOUR ACCOUNT. Your opt-out noticecan be a letter that is signed by you that states “I elect to opt out of the arbitrationclause in my VISA Debit Cardholder Agreement for Account #” or any words tothat effect. Send the notice to: 210 East Main Street,Rogersville, TN 37857. An election to opt out applies only to theaccount or accounts identified in your opt-out notice or, if no specificaccounts are identified in your notice, then to any account(s) that becamesubject to the arbitration clause within the sixty (60)-day period before wereceived your notice. The arbitration clause will apply to any claims between usrelating to any account(s) for which we do not receive an opt-out notice asdescribed in this section.
14.2 Applicability ofthe Federal Arbitration Act; Arbitrator’s Powers
This Arbitration Provision is made pursuant to a transactioninvolving interstate commerce and will be governed by and enforceable under theFederal Arbitration Act (the “FAA”). The arbitrator will apply substantive lawconsistent with the FAA and applicable statutes of limitations. The arbitratormay award damages or other types of relief permitted by applicable substantivelaw, subject to the limitations set forth in this Arbitration Provision. Thearbitrator will not be bound by judicial rules of procedure and evidence thatwould apply in a court. The arbitrator will take steps to reasonably protectconfidential information. In any arbitration arising outof or related to this Agreement, the arbitrator will apply the limitation ofliability set forth above and, for the avoidance of doubt, is not empowered toaward (a) punitive or exemplary damages, losses or expenses, except wherepermitted by statute, or (b) incidental, indirect or consequential damages, or damagesfor lost profits. The parties waive any right to recover any such damages,losses or expenses.
14.3 Informal DisputeResolution
If a Claim arises, our goal is to address your concerns and,if we are unable to do so, to provide you with a neutral and cost-effectivemeans of resolving the dispute quickly. You agree that before filing any claimin arbitration, you will first submit your Claim to us by email at email@example.com provide us with the opportunity to resolve your concern prior to initiatingarbitration.
The party initiating arbitration will do so with theJudicial Alternatives and Mediation Services (“JAMS”). The arbitration will beconducted by a single arbitrator according to, and the location of thearbitration will be determined in accordance with, the rules and policies ofthe administrator selected, except to the extent the rules conflict with thisArbitration Provision or any countervailing law. If you have any questionsconcerning JAMS or would like to obtain a copy of the JAMS arbitration rules,you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com.In the case of a conflict between the rules and policies of the administratorand this Arbitration Provision, this Arbitration Provision will control,subject to countervailing law, unless all parties to the arbitration consent tohave the rules and policies of the administrator apply. The arbitration will beheld in the United States county where you live or work, or any other locationwe agree to.
14.5 Arbitration Fees
If we initiate arbitration, we will pay all theadministrator's filing costs and administrative fees (other than hearing fees).If you initiate arbitration, filing costs and administrative fees (other thanhearing fees) will be paid in accordance with the rules of the administratorselected, or in accordance with countervailing law if contrary to theadministrator's rules. We will pay the administrator's hearing fees for one (1)full day of arbitration hearings. Fees for hearings that exceed one (1) daywill be paid by the party requesting the hearing, unless the administrator'srules or applicable law require otherwise, or you request that we pay them andwe agree to do so. Each party will bear the expense of its own attorneys' fees,except as otherwise provided by law. If a statute gives you the right torecover any of these fees, these statutory rights will apply in the arbitrationnotwithstanding anything to the contrary herein.
Within thirty (30) days of a final award by the arbitrator,any party may appeal the award for reconsideration by a three-arbitrator panelselected according to the rules of the arbitrator administrator. In the eventof such an appeal, any opposing party may cross-appeal within thirty (30) daysafter notice of the appeal. The panel will reconsider de novo all aspects ofthe initial award that are appealed. Costs and conduct of any appeal will begoverned by this Arbitration Provision and the administrator's rules, in thesame way as the initial arbitration proceeding. Any award by the individualarbitrator that is not subject to appeal, and any panel award on appeal, willbe final and binding, except for any appeal right under the FAA, and may be enteredas a judgment in any court of competent jurisdiction.
14.7 No Class Actions
NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, ORCOLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS),EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HADPREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASSREPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to inwriting by all parties to the arbitration, no party to the arbitration may join,consolidate, or otherwise bring claims for or on behalf of two or moreindividuals or unrelated corporate entities in the same arbitration unlessthose persons are parties to a single transaction. Unless consented to inwriting by all parties to the arbitration, an award in arbitration willdetermine the rights and obligations of the named parties only, and only withrespect to the claims in arbitration, and will not (a) determine the rights,obligations, or interests of anyone other than a named party, or resolve anyClaim of anyone other than a named party; nor (b) make an award for the benefitof, or against, anyone other than a named party. No administrator or arbitratorwill have the power or authority to waive, modify, or fail to enforce this section,and any attempt to do so, whether by rule, policy, arbitration decision orotherwise, will be invalid and unenforceable. Any challenge to the validity ofthis section will be determined exclusively by a court and not by theadministrator or any arbitrator.
14.8 Survival andSeverability of Arbitration Provision
This Arbitration Provision will survive the termination ofthis Agreement. If any portion of this Arbitration Provision other than thepreceding subsection is deemed invalid or unenforceable, the remaining portionsof this Arbitration Provision will nevertheless remain valid and in force. Ifthere is a final judicial determination that applicable law precludesenforcement of this Arbitration Provision’s limitations as to a particularclaim for relief or particular term, then that claim (and only that claim) orthat term (and only that term) must be severed from the Arbitration Provisionand may be brought in court. If an arbitration is brought on a class,representative, or collective basis, and the limitations on such proceedings inthe previous subsection are finally adjudicated pursuant to the last sentenceof that subsection to be unenforceable, then no arbitration will be had. In noevent will any invalidation be deemed to authorize an arbitrator to determineClaims or make awards beyond those authorized in this Arbitration Provision.
14.9 Judicial Forumfor Claims
Except as otherwise required by applicable law, in the eventthat this Arbitration Provision is found not to apply to you or your Claim, youand the Bank agree that any judicial proceeding (other than small claimsactions) will be brought in the federal or state courts of Tennessee. Both youand the Bank consent to venue and personal jurisdiction there. All partiesagree to waive our right to a jury trial.
14.10 WAIVER OF RIGHT TO LITIGATE
THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATECLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY BUT ARE HEREBY KNOWINGLY ANDVOLUNTARILY WAIVING THAT RIGHT BY AGREEING TO THIS AGREEMENT AND ARBITRATION PROVISION.
Except as otherwiseexpressly provided in this Agreement, the following rules apply: (a) thesingular includes the plural and the plural includes the singular; (b) allreferences to the masculine gender include the feminine gender (and viceversa); (c) “include”, “includes” and “including” are not limiting; (d) unlessthe context otherwise requires or unless otherwise provided herein, referencesto a particular agreement, instrument, document, law or regulation also referto and include all renewals, extensions, modifications, amendments andrestatements of such agreement, instrument, document, law or regulation; (e) areference in this Agreement to a section or schedule is to the section of or scheduleto this Agreement unless otherwise expressly provided; (f) a reference to aSection in this Agreement, unless the context clearly indicates to thecontrary, refers to all sub-parts or sub-components of any said Article orSection; (g) words such as “hereunder,” “hereto,” “hereof,” and “herein,” andother words of like import, unless the context clearly indicates to thecontrary, refers to the whole of this Agreement and not to any particular section,subsection or clause hereof; (h) where the Agreement states that a Party“shall,” “will,” or “must” perform in some manner or otherwise act or omit toact, it means that the Party is legally obligated to do so in accordance withthe Agreement; and (i) references to anystatute includes any amendments thereto and its implementing regulations.
Youmay not assign, transfer, or otherwise delegate, whether by operation of law orotherwise, the Card or your rights or obligations, in whole or in part, underthis Agreement. Any assignment, transfer or delegation or attempted assignment,transfer or delegation in violation of the foregoing shall be void. Notwithstanding, the Bank may assign, transferor otherwise delegate its rights or obligations, in whole or in part, underthis Agreement in our sole discretion. Except with respect to IndemnifiedParties and except as otherwise specified in this Agreement, this Agreement isnot intended to and shall not be construed to give any third party any interestor rights (including any third-party beneficiary rights) with respect to or inconnection with any agreement or provision contained herein or contemplatedhereby. Use of the Card is subject toall applicable rules and customs of any clearinghouse or other associationinvolved in transactions. The Bank does not waive its rights by delaying orfailing to exercise them at any time. In case any one or more of the provisionscontained in this Agreement shall for any reason be held to be invalid, illegalor unenforceable in any respect, such invalidity, illegality or unenforceabilityshall not affect any other provisions of this Agreement, but this Agreementshall be construed as if such invalid or illegal or unenforceable provision hadnever been contained herein. Upon such determination that any term or otherprovision is invalid, illegal or unenforceable, the court or other tribunalmaking such determination is authorized and instructed to modify this Agreementso as to effect the original intent of the parties as closely as possible sothat the transactions and agreements contemplated herein are consummated asoriginally contemplated to the fullest extent possible. The headings in thisAgreement are only for convenience and do not in any way limit or define youror our rights or obligations under this Agreement. You agree that thisAgreement and the Account Agreement are the entire statement of the terms andconditions, which apply to the subject matter hereof. If any term or conditionof this Agreement should be invalidated or unenforceable for any reason, allother terms and conditions will continue in full force and effect.