These Finally Card Program Terms and Conditions (these “Terms”) represent an agreement between each Business Account Owner and Finally that governs the Finally Card Program (each term as defined below).
Business 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.
IMPORTANT: THESE TERMS INCLUDE RESOLUTION OF DISPUTES BY ARBITRATION INSTEAD OF IN COURT AND A CLASS ACTION WAIVER. SECTION 6.14 CONTAINS THE PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE MAY HAVE AGAINST EACH OTHER ARE RESOLVED. UNLESS YOU OPT OUT OF THIS AGREEMENT, YOU WILL BE BOUND BY THESE TERMS. PLEASE READ CAREFULLY.
“Access Information” means collectively a PIN, online username, password, challenge questions, and any other security information used to access a Business Account or Card Account.
“Authorized User” means any designated person authorized by the Business Administrator to use the Card on Business Account Owner’s behalf.
“Bank” means The Bancorp Bank, N.A.
“Business Account” means the account created on Finally’s payments platform that maintains a record to account for the value of the funds available for Card use, issued by the Bank at Business Account Owner’s or any Business Administrator’s request.
“Business Account Owner” or “You” or “Your” means the entity that has qualified for and established a Business Account and one or more Card Account(s) (see Section 5.2 – Qualifying For and Establishing Business Account and Card Accounts)
“Business Administrator” means any designated person authorized by the Business Account Owner to administer the Business Account and associated Card Account(s) and/or act on Business Account Owner’s behalf in connection with these Terms, including without limitation designating Authorized Users, and setting Card Account limitations (See Section 5.16 – Transaction Limits).
“Card” means The Finally Visa® Corporate Card issued by Bank through which any Authorized Users can obtain funds in the Card Account. Card is a physical or a virtual card embossed with a 16-digit number. Each reference to “Card” also shall include all “Cards” provided to Authorized Users.
“Card Account” means a sub-account of the Business Account and the records maintained for each Card associated with the Business Account that is requested by the Business Account Owner or any Business Administrator.
“Finally” refers to Finally, Inc., a U.S. corporation that services the Program and hosts the Website, as part of its business of assisting Business Account Owner in managing corporate expenses, and its successors, affiliates or assignees.
“Finally Card Program” or “Program” means the program through which the Bank issues one or more Cards to Finally for use by Business Account Owner’s Authorized Users to assist the Business Account Owner in managing corporate expenses.
“Finally Agreement” means the separate agreement between the Business Account Owner and Finally pursuant to which the Business Account Owner receives Finally expense management services.
“Principal Owner” means (1) each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity and (2) one individual with significant responsibility for managing the legal entity listed above, such as an executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer); or any other individual who regularly performs similar functions.
“We,” “us,” and “our” mean Bank and its successors, affiliates, and assignees.
“You” or “your” means the Business Account Owner, Business Administrator, and/or the Authorized User.
AN AUTHORIZED USER CANNOT USE A CARD TO PERFORM TRANSACTIONS UNTIL THE BUSINESS ADMINISTRATOR OR AUTHORIZED USER HAS ACTIVATED THE CARD PURSUANT TO THESE TERMS. BY ACTIVATING EITHER A VIRTUAL OR PHYSICAL CARD, OR PARTICIPATING IN THE PROGRAM IN ANY WAY, THE BUSINESS ADMINISTRATOR OR AUTHORIZED USER REPRESENTS THAT THEY HAVE READ AND UNDERSTAND THESE TERMS AND THEY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS AND OUR PRIVACY POLICY. PLEASE VISIT WWW.FINALLY.COM (THE “WEBSITE”) TO VIEW, PRINT, AND SAVE THESE TERMS AND OUR PRIVACY POLICY.
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 THIS MEANS FOR THE BUSINESS OWNER AND BUSINESS ADMINISTRATORS: WHEN THE BUSINESS ACCOUNT OWNER OPENS A BUSINESS ACCOUNT, WE WILL ASK FOR THE NAME, ADDRESS, EMPLOYER IDENTIFICATION NUMBER AND ORGANIZATIONAL DOCUMENTS OF THE BUSINESS ACCOUNT OWNER AND THE NAMES, ADDRESSES, DATES OF BIRTH, AND OTHER INFORMATION CONCERNING EACH BUSINESS ADMINISTRATOR AND PRINCIPAL OWNER THAT WILL ALLOW US TO IDENTIFY THE BUSINESS ACCOUNT OWNER AND ITS BUSINESS ADMINISTRATOR AND PRINCIPAL OWNERS. WE MAY ALSO ASK TO SEE A COPY OF EACH BUSINESS ADMINISTRATOR’S AND PRINCIPAL OWNER’S DRIVER’S LICENSES OR OTHER IDENTIFICATION DOCUMENTS.
Our business days are Monday through Friday, excluding federal holidays, even if we are open. Any references to “days” found in these Terms are calendar days unless indicated otherwise.
5.1. Business Administrators. By designating any individual as a “Business Administrator,” Business Account Owner acknowledges and agrees that the actions or omissions of any Business Administrator shall be taken on Business Account Owner’s behalf, and Business Account Owner shall be fully responsible and liable for such actions or omissions as if they were the actions or omissions of Business Account Owner. Business Administrator’s obligations in these Terms shall be deemed to be obligations of Business Account Owner.
5.2. Qualifying for and Establishing Business Account and Card Accounts.
5.2.1. Eligibility
In order to establish and maintain a Business Account and one or more Card Accounts, a Business Account Owner must:
(i) Have previously entered into a Finally Agreement, which agreement must remain in effect and not be terminated or expired;
(ii) Designate, via the Website, a Business Administrator to act on Business Account Owner’s behalf in connection with these Terms and authorize the Business Administrator to activate an Authorized User’s Card Account and otherwise administer the Business Account and associated Cards;
(iii) Agree to these Terms, as may be amended from time to time as set forth on the Website in accordance with applicable law;
(iv) Provide us with the information requested to verify the identity of the Business Account Owner and its Business Administrator and Authorized Users.
5.2.2. Business Account Owner’s Representation and Warranties
By opening a Business Account, requesting, activating or using a Card or by retaining, using or authorizing the use of the Card, Business Account Owner represents and warrants to us that:
(i) Business Account Owner has received a copy of these Terms and agrees to be bound by and to comply with them and understands that they are subject to change in accordance with applicable law;
(ii) Business Account Owner is duly organized, validly existing and in good standing under the laws of the state in the United States of its formation;
(iii) Business Account Owner is duly qualified and in good standing to do business in all jurisdictions where Business Account Owner conducts its business;
(iv) Business Account Owner has all necessary organizational power and authority to establish the Business Account and each Card Account, enter into these Terms, and to perform all of the obligations to be performed by it under these Terms;
(v) the personal and business information that Business Account Owner provides to us in connection with the Business Account is true, correct and complete;
(vi) the individual accepting and agreeing to these Terms for Business Account Owner has the requisite corporate authority to accept and agree to the Terms on the Business Account Owner’s behalf;
(vii) the Business Administrator designated by Business Account Owner is a citizen or permanent resident of the United States (with valid U.S. tax ID number) and is at least 18 years of age (or older if residing in a state where the majority age is older);
(viii) Business Account Owner authorized the Business Administrator to authorize each Authorized User to accept and use the Card;
(ix) Business Account Owner has provided Business Administrator and each Authorized User with a copy of these Terms and Business Administrator and each Authorized User accepts and agrees to be bound by and to comply with them; and
(x) The Card will only be used for business purposes and not be used for personal, family or household purposes.
5.3. Program Description. The Business Account is an account made available to the Business Account Owner to facilitate the issuance of Cards that may be used by Authorized Users for commercial business purposes. The Card allows Authorized Users to access funds available to the Card by the Business Administrator, subject to the limitations established by the Business Administrator. Neither the Business Account nor a Card Account constitutes a checking or savings account. The Card is not a gift card, nor is it intended to be used for gifting purposes. The Card is not a credit card. The Card will remain the property of the Bank and must be surrendered upon demand. The Card cannot be redeemed for cash. The Card is non-transferable and may be cancelled or revoked at any time without prior notice except as required by law. The Business Administrator will determine whether a Card issued to an Authorized User will be a physical Card or virtual Card. We or the Bank may, in our sole discretion, limit the number of Cards that may be issued to a Business Account Owner. The Business Administrator shall have full power and agrees to administer the Business Account and each Card only as described in these Terms and as duly authorized by the Business Account Owner. The Business Administrator will be authorized to limit or restrict the activity on all Cards with or without the consent of any Authorized User. The Business Administrator will also be authorized to make changes to the Card with or without the consent of any Authorized User.
5.4. Establishing Card Account Settings. A Business Administrator may set certain limits (“Settings”) for each Card and the through the Website. Authorized Users will not be permitted to establish or modify the Settings. For example, a Business Administrator may establish Settings that limit the amount of transactions that may be performed with a Card in a day or month. A Business Administrator may change the Settings from time to time via the Website without an Authorized User’s consent. New Settings and changes to existing Settings will be effective only after we have a reasonable period of time to process the new settings or changes.
5.5. Cancellation and Suspension. In addition to and without limiting our rights under these Terms, a Business Administrator may suspend or cancel a Card at any time by changing the Settings on the Website (See Section 6.5 below). Upon the suspension or cancellation of a Card, the Authorized User will no longer be able to use the Card.
5.6. Transaction Requirements. Transactions approved and processed with the Card may only be used to purchase goods and services for business purposes and not for personal, family or household purposes.
5.7. Authorized User Eligibility and Consents. Prior to distributing a Card to an Authorized User, Business Account Owner shall be responsible for ensuring that each Authorized User (i) is a United States citizen or permanent resident (with valid U.S. tax ID number) of at least 18 years of age (or older if residing in a state where the majority age is older); (ii) agrees to these Terms; and (iii) provides or agrees that a Business Administrator may provide all requested information, such as the Authorized User’s name, email address, and such other information as we may request from time to time (collectively, “User Information”). Authorized User represents and warrants that all information, including User Information, provided to us or to Business 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, and Authorized User may no longer use the Card.
5.8. Revocation of Business Administrator Privileges. Business Account Owner must notify us via e-mail at support@finally.com to revoke permission for any Business Administrator to administer the Business Account and Card(s). Any revocation of such permission will be effective only after we have a reasonable period of time to process Business Account Owner’s withdrawal.
5.9. Revocation of Authorized User Privileges. A Business Administrator must modify the Settings on the Website or notify us via e-mail at support@finally.com to revoke permission for an Authorized User to use the Card. Any revocation of such permission will be effective only after we have a reasonable period of time to process Business Account Owner’s withdrawal.
5.10. Activating A Card. A Business Administrator or Authorized User must activate a Card before it can be used. A Business Administrator or Authorized User may activate a Card on the Website by going to www.finally.com. In order to activate a physical Card you will need to provide certain User Information so we can verify your identity. Business Administrator may activate a virtual Card on the Website.
5.11. Fees. There are no fees associated with the use of a Card, although the Business Account Owner may be assessed Program fees pursuant to the Finally Agreement (See www.finally.com).
5.12. Card Security. 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.
5.13. Lost or Stolen Card, Compromised PIN or Unauthorized Access to Business Account. The Card is a commercial card and does not provide consumer protections for lost or stolen Cards or unauthorized transactions. Treat the Card like cash. Until a Business Administrator or Authorized User reports a Card as lost or stolen or reports an unauthorized transaction on a Business Account or Card, Business Account Owner is fully responsible for all transactions, even if the Card is lost, stolen or used for unauthorized transactions. Contact Customer Service IMMEDIATELY if a Business Administrator or Authorized User believes: (a) a Card has been lost or stolen, (b) someone has gained unauthorized access to any Access Information, or (c) someone has transferred or may transfer funds from the Business Account or a Card without a Business Administrator’s or Authorized User’s permission. Reporting a lost/stolen Card or unauthorized transactions by calling 800-954-6510 or by logging into the Website (www.finally.com) to deactivate the Card is the best way to minimize possible losses. Unless we have authorized a transaction after a Business Account or Card is blocked, Business Account Owner and Authorized User are responsible for all unauthorized transactions initiated from the unauthorized use of a Card. Failure to promptly notify us could result in a suspension of the Business Account and therefore, access to the Finally Card.
5.14. Using A Card. Cards may not be used for Automated Teller Machine (“ATM”) cash withdrawals and may not be used for Business payroll payments. Authorized User may use a Card to make purchases at any merchant that accepts Visa debit cards, subject to the transaction limits and transaction restrictions outlined below, and the other terms and conditions of these Terms. If Authorized User uses a Card number without presenting the Card (such as for a mail order, telephone, or Internet purchase), the legal effect will be the same as if Authorized User used the Card itself. Each time Authorized User uses a Card, Business Account Owner and Authorized User authorize us to reduce the value of spending with the Card by the amount of the transaction. Authorized User is not allowed to exceed the amount of the available spending in the Business Account or allocated to his or her Card, whichever is less, through an individual transaction or a series of transactions. Nevertheless, if a transaction exceeds the amount of available spending allocated to Card, Business Account Owner 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 and attempt to contact a Business Administrator if we notice transactions that are unusual or appear suspicious, or use of the Card that are not consistent with its intended use.
5.15. Merchant Holds on Available Funds. When Authorized User uses a Card or Card number to initiate a transaction at certain merchant locations, 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 Business 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, Business Account Owner and Authorized User will not have access to the funds subject to the hold. Additionally, we reserve the right to limit the maximum amount that can be charged in such transactions. Please be advised that Authorized User may experience difficulties using a Card at unattended vending machines, kiosks, and gas station pumps. If a Card is declined at a “pay at the pump” gas station even though Authorized User has sufficient funds available, Authorized User should pay for the purchase inside with the cashier.
5.16. Transaction Limits. The maximum amount that can be spent using the Card is limited to lower of: (a) the limits set by a Business Administrator and (b) limits set forth by Finally or the Bank. The current limits are the lesser of: (1) 50% of the Business Account or $500,000 per transaction, (2) 50% of the Business Account or $500,000 per day and (3) $1million per month. In order to protect the Business Account, we may temporarily impose limits on the dollar amount, number, and type of transactions performed using a Card. To the extent permitted by applicable law, we reserve the right to: (a) change the transaction limits; (b) limit, block, or place a hold on certain types of transfers or transactions: and (c) limit, suspend, or block transfers from particular persons, entities, or Cards.
5.17. Transaction Restrictions. Authorized User may not use a Card for online gambling or illegal transactions. We will not be responsible or liable for any illegal transactions attempted. A Business Administrator may restrict transactions (a) based on Merchant Category Code, (b) purchases originating outside of the United States, or (c) purchases made to sellers outside of the United States. We may refuse to process any transaction we believe violates these Terms.
5.18. Transactions in Foreign Currencies. If you make a purchase using your Card in a currency other than in U.S. dollars, the amount deducted from the available funds in your Card Account will be converted by Visa into U.S. dollars. The applicable exchange rate will be selected by 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.
5.19. Responsibility for Authorized Transactions. Business Account Owner is responsible for all transactions initiated by use of a Card. If a Business Administrator or an Authorized User permit another person to have access to a Card or Card number, we will treat this as if the Business Administrator has authorized such person to use the Card, and Business Account Owner will be liable for all transactions incurred by such person, even if they exceed the authorization granted. Business Account Owner will further be responsible for any transactions made by the Authorized User even if the Authorized User exceeds the scope of the authority granted to such Authorized User by Business Account Owner. Transactions will be considered unauthorized only after a Business Administrator notifies us that the person is no longer authorized to use the Card.
5.20. Card Access. It is important to know the amount of funds available to the Card before performing a transaction with a Card. If there is not enough available spend to cover the transaction amount, the transaction will be declined. If Authorized User does not have sufficient funds available to the Card, Authorized User can request that the merchant charge a part of the purchase to the Card and pay the remaining amount with cash or another card. These are called “split transactions.” Some merchants do not allow cardholders to conduct split transactions. Any transaction that could exceed the available spend for the Business Account or a Card is not permitted, but may occur in limited circumstances. Adjustments may be made to the Card to reverse an error, reflect a merchant adjustment, or resolve a dispute regarding a transaction posted to the Card.
5.21. Transaction History. A Business Administrator may obtain information about the value of the available funds in the Business Account.
5.22. Account Alerts. 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. 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 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.
5.23. Verified Mobile Device. In order for the Business Administrator to use Program services with a mobile device, the Business Administrator must provide a valid mobile device number or text message address on the Website and verify such number or text message address as instructed by us. To verify that mobile device number or text message address, we may send a code via text message to the mobile device number or text message address provided and require the code to be entered as instructed by us. If the Business Administrator’s mobile device number or text message address changes, the Business Administrator must promptly provide and verify the new mobile device number or text message address.
5.24. Receipts. Authorized User should get a receipt for each Card transaction. Authorized User agrees to retain, verify, and reconcile Card transactions and receipts.
5.25. Refunds and Disputes. Authorized User will not receive cash refunds for Card transactions. If a merchant gives 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 Card. We are not responsible for the delivery, quality, safety, legality, or any other aspects of goods or services that Authorized User purchases with a Card. All such disputes must be addressed and handled directly with the merchant from whom those goods or services were purchased.
5.26. Privacy Policy. Business Account Owner’s, Business Administrator’s and Authorized Users’ privacy is very important to us. We may disclose information to third parties about Business Account Owner, and any Business Administrator, and Authorized User, Card and Card Account, and transactions related thereto: (a) as necessary to effect, administer, or enforce a transaction requested or authorized by a Business Administrator or Authorized User; (b) with Business Account Owner’s, Business Administrator’s, or relevant Authorized User’s consent; (c) to protect against or prevent actual or potential fraud, unauthorized transactions, or other liability; (d) to comply with government agency or court orders; (e) as permitted and required by applicable law;
5.27. Replacement Cards. The expiration date of a Card is identified on the front of the Card. If the Card is in good standing, we may issue Authorized User a new Card. If Authorized User needs to replace a Card for any reason, please contact a Business Administrator, who should contact Customer Service. The Business Administrator will need to provide certain User Information so we can verify their identity.
5.28. Our Liability to Business Account Owner. If we do not complete an electronic fund transfer to or from a Card on time or in the correct amount according to these Terms, we may be liable to Business Account Owner for the losses or damages. However, there are some exceptions. We will not be liable if: (a) through no fault of ours, Authorized User does not have enough available funds in the Card Account to perform the transaction; (b) circumstances beyond our reasonable control (such as fire, flood, water damage, power failure, strike, labor dispute, computer breakdown, telephone line disruption, or natural disaster) prevent or delay the transfer despite reasonable precautions taken by us; (c) the system, or point-of-sale terminal was not working properly and a Business Administrator or Authorized User knew about the problem when Authorized User initiated the transaction; (d) the funds available to the Card are subject to legal process or are otherwise not available for transactions; (e) the merchant refuses to accept a Card; (f) if access to a Card has been blocked after a Business Administrator or Authorized User reported a Card lost or stolen; (g) if we have reason to believe the transaction is unauthorized; or (h) the transaction cannot be completed because a Card is damaged.
5.29. Errors or Questions About the Business Account. Email Finally at support@finally.com as soon as a Business Administrator can if the Business Administrator thinks an error has occurred involving the Business Account. We must hear from a Business Administrator no later than 60 days after the date the error occurred. When a Business Administrator sends notification of an error involving the Business Account, the Business Administrator will need to tell us: (a) the Business Administrator’s name and Business Account number; (b) why the Business Administrator believes there is an error and the dollar amount involved; and (c) approximately when the error took place. We will review the information submitted in a commercially reasonable manner, but given that the Finally Card Program implements a commercial product, Business 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 accounts. If a Business Administrator needs more information about our error resolution process, contact Customer Service at support@finally.com.
5.30. Errors or Questions About the Card Account Transactions. Email Finally at support@finally.com as soon as a Business Administrator or Authorized User can if the Business Administrator or Authorized User thinks an error has occurred involving the Card Account. We must hear from a Business Administrator or Authorized User no later than 60 days after the date the error occurred. When a Business Administrator or Authorized User sends notification of an error involving the Card Account, the Business Administrator or Authorized User will need to tell us: (a) the Business Administrator’s or Authorized User’s name and Card number; (b) why the Business Administrator or Authorized User believes there is an error and the dollar amount involved; and (c) approximately when the error took place. We will review the information submitted in a commercially reasonable manner, but given that the Finally Card Program implements a commercial product, Business 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 a Business Administrator or Authorized User needs more information about our error resolution process, contact Customer Service at support@finally.com.
6.1. Assignment. To the extent permitted by applicable law, we may assign these Terms without obtaining Business Account Owner’s, Business Administrator’s, or Authorized Users’ consent. None of Business Account Owner, Business Administrator, nor any Authorized User may assign or transfer a Card, Card Account, or these Terms without our prior written consent.
6.2. Severability and Waiver. If any provision of these Terms 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 these Terms will not be affected. We do not waive our rights by delaying or failing to exercise them at any time.
6.3. Amendment. We may add to, delete, or amend these Terms at any time in our sole discretion without providing notice to Business Account Owner, a Business Administrator or Authorized User subject to applicable law. We reserve the right, subject to applicable law, to deliver to Business Account Owner any notice of changes to existing terms or the addition of new terms by posting an updated version of these Terms on the Website or delivering notice of changes to Business Account Owner electronically.
6.4. Entire Terms. These Terms constitutes the entire and sole agreement between Business Account Owner, Authorized Users and us with respect to the Program and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Program.
6.5. Cancellation and Suspension. To the extent permitted by applicable law, we may cancel or suspend a Business Account, Card, or these Terms immediately, for any reason, and, except when required by applicable law, without notice to Business Account Owner, a Business Administrator or Authorized User. Business Account Owner may cancel a Card or these Terms at any time by notifying Customer Service as provided below. Cancellation or suspension of these Terms will not affect any of our rights or Business Account Owner’s, or any Business Administrator’s or Authorized User’s obligations arising under these Terms prior to such cancellation or suspension. In the event that a Card is cancelled, closed, or terminated for any reason, a Business Administrator may request the unused balance in the Business Account to be returned to the Business Account or to Business Account Owner via a check to the mailing address we have in our records.
6.6. English Language Controls. Any translation of these Terms is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.
6.7. Telephone Monitoring/Recording. You agree that from time to time, without further notice to you, we may monitor and/or record telephone calls and electronic communications between you and us to assure the quality of our customer service or as required by applicable law.
6.8. Website Availability. Although considerable effort is expended to make our website and other operational and communications channels available around the clock, we do not warrant these channels to be available and error free every minute of the day. 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. The site is provided as-is and as available.
You agree to act responsibly with regard to our website and its use. You will not violate any laws, interfere or disrupt computer networks, impersonate another person or entity, violate the rights of any third party, stalk, threaten or harass anyone, gain any unauthorized entry, or interfere with the website’s systems and integrity.
We shall not bear any liability, whatsoever, for any damage or interruptions caused by any “computer viruses” that may affect your computer or other equipment. We advise the regular use of a reputable and readily available virus screening and prevention software.
6.9. Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
6.10. Indemnification. Business 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, agents, 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 Business Account Owner’s or its Business Administrator’s or Authorized Users’ violation of these Terms, applicable law, or any third-party rights or Business Account Owner’s or its Business Administrator’s Authorized Users’ fraud or wilful misconduct. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by Business Account Owner, in which event Business Account Owner will cooperate in asserting any available defenses.
6.11. NO WARRANTY OF AVAILABILITY OR UNINTERRUPTED USE. From time to time, services related to the Program may be inoperative. When this happens, Business Administrators 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 a Business Administrator or Authorized User has any problems using the Card or the Website. Business Account Owner, Business Administrator and Authorized Users 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. Access to, and use of, the site is at your own discretion, and you will be solely responsible for any damage to your device or computer system or loss of data resulting therefrom. Disclaimers. THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
6.12. LIMITATION OF LIABILITY. We shall have no liability to you if we are unable to complete a transaction for any reason beyond our control. Except as otherwise expressly provided in these Terms or as otherwise required by applicable law, we, our affiliates, and the parties with whom we contract in order to offer the Cards, the 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, the Card Accounts, any products or services purchased using Card, or these Terms (as well as any related or prior agreement that Business Account Owner or Authorized Users may have had with us). TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
6.13. NOTIFICATION OF CHANGES. If Business Account Owner’s U.S. mail or postal address, or email address or telephone number changes, Business Account Owner must notify us immediately. In addition, Business Account Owner agrees to notify us immediately if the Business Administrator’s or any Authorized User’s status with Business Account Owner has changed. Failure to do so may result in information regarding the Card, Business Account 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 the Business Account or Card. Business Account Owner must notify us immediately in the event of the insolvency, receivership, conservatorship, bankruptcy, or reorganization of Business Account Owner or change in principal owners. Business Account Owner’s Card(s), Business Account and Card Account may be terminated by us in the event a change of control, reorganization, restructuring, conversion, consolidation, division or merger of Business Account Owner.
6.14. DISPUTE RESOLUTION BY BINDING ARBITRATION. For any and all controversies, disputes, demands, claims, or causes of action between Business 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 6.14 and the arbitrability of the controversy, dispute, demand, claim, or cause of action) relating to the Cards, the Business Account, Card Accounts, or these Terms (as well as any related or prior agreement that Business Account Owner may have had with us), Business 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. 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” include Finally, and any third party providing any product, service, or benefit in connection with the Cards, the Card Accounts, or these Terms (as well as any related or prior agreement that Business 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 Business 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 Business 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.
Business Account Owner agrees to the following in connection with any arbitration: (a) no class or similar group arbitration will be permitted; (b) the arbitration will be confidential, and neither Business Account Owner nor we may disclose the existence, content, or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (c) subject to Section 6.12 (Limitation of Liability), the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (d) each party will pay its own attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law.
Business Account Owner understands and agrees that, by agreeing to these Terms:
• YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
• YOU ARE GIVING UP YOUR RIGHT TO HAVE A COURT RESOLVE ANY DISPUTE BETWEEN YOU AND US; and
• YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY ARBITRATION OR LAWSUIT INVOLVING ANY DISPUTE BETWEEN US.
This Section will survive termination of the Card Account or these Terms as well as any voluntary payment of any debt in full by Business Account Owner or bankruptcy by Business 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. A Business Administrator and Authorized Users may contact us by calling (800) 954-6510 or by writing to us at support@finally.com
These Terms are effective 08/2024.
This card is issued by The Bancorp Bank, N.A., pursuant to license from Visa U.S.A., Inc.
*Finally is not a CPA firm © 2024 Finally, Backoffice.co, Inc. All rights reserved.
