CARCAREDPAYCERTIFY, INC. SECURED VIRTUAL CARDHOLDER AGREEMENT

 

You expressly agree that you have received, read, and understood the Terms and Conditions to this PayCertify, Inc. Secured Virtual Cardholder Agreement, which are expressly incorporated herein by reference.  The Terms and Conditions are available here. 

 

CASHBACK PERCENTAGE  The Cashback incentives rates depend upon the program selected, and whether you select monthly or annual billing.   Transactions conducted internationally will not fulfill the domestic spend requirements, and vice versa.  The Cashback calculation percentage formula includes a deduction of the interchange rates, dues, and assessments charged to PayCertify by third parties including without limit, banks, processors and Card Brands, which are first deducted from the rebate amount.  The monthly Cashback incentive is variable, subject to change upon PayCertify’s notice to you as set forth herein. 

 

Cash rebates are paid 50 days after the months end on that month’s spend, funds are added back to the general account balance

** Monthly Membership fee charged each month by the last business day of each month until you cancel by calling 855-247-3411, or emailing us a helpdesk@paycertify.com expressly stating your desire to cancel.  Cancellation requests must be made 30 days prior to any billing cycle.  NOTE: There is no monthly fee for residents of NY, TX and VT

*** Activation Fee subject to waiver or modification in our sole discretion

MEMBERSHIP BADGE:  PayCertify will only validate the tier that you have selected if authorized by you.

CARD CREATION LIMIT PayCertify reserves the right to limit the amount of cards issued and/or authorized users at PayCertify’s sole discretion, effective upon notice to you.

HOW WE CAN CALCULATE YOUR BALANCE: We use a method called “average daily balance (including new Transactions).” Please see attached terms for further details.

BILLING RIGHTS: Information on your rights to dispute transactions and how to exercise those rights is provided in the section titled “Your Billing Rights” at the end of this Agreement.

To cancel any recurring charges, please notify us by calling 855-247-3411, or emailing us a helpdesk@paycertify.com.  All recurring charges shall continue to be charged for the full term hereof and any renewal terms until you notify us that you cancel.  Cancellation requests must be made 30 days prior to any billing cycle.

MILITARY LENDING ACT NOTICE: Federal law provides important protections to members of the Armed Forces and their dependents related to extension of consumer credit. In general, the cost of consumer credit to a member of the Armed Forces and his or her dependent may not exceed an annual percentage rate of 36%. This rate must include, as applicable to the credit transaction or account; The costs associated with credit insurance premiums; fees for ancillary products sold in connection with the credit transaction; any application fee charged (other than certain application fees for specified credit transactions or accounts); and any participation fee charged (other than certain participation fees for a credit card account). To receive this information and a description of your payment obligation verbally, please call us toll free 855-247-3411.

The information described here about the costs of the PayCertify, Inc. Secured Visa Virtual Card issued by WEX is accurate as of March 1, 2021. This information may have changed after that date.

 

PayCertify, Inc. Secured Virtual Cardholder Agreement

TERMS AND CONDITIONS

SECTION 34 OF THIS AGREEMENT IS AN ARBITRATION PROVISION. UNLESS YOU ACT PROMPTLY TO REJECT THE ARBITRATION PROVISION, IT WILL HAVE A SUBSTANTIAL EFFECT ON YOUR RIGHTS IN THE EVENT OF A DISPUTE. FOR EXAMPLE, YOU WILL NOT BE ABLE TO BRING OR PARTICIPATE IN ANY CLASS PROCEEDING SUBJECT TO ARBITRATION.

This PayCertify, Inc. Secured Virtual Cardholder Agreement (“Agreement”) governs the secured virtual card account (“Account”) and related virtual card(s) (“Card”) provided by . WEX Corporate Payments, 1 Hancock Street

Portland, ME USA 04101 Phone: 1-800-492-0669In this Agreement, the words “we,” “us,” and “our” shall  mean and collectively refer to PayCertify, Inc. (“PayCertify”) the Bank, third-party service providers, and  and their respective successors, affiliates,and  assigns;  and for purposes of the Arbitration Provision (Section 34) the other persons identified in the Arbitration Provision. The words “you,” “your”, “yours” “Client,” and “Cardholder” mean everyone responsible for this Account, including the person who applied for, received and accepted this Account and the person to whom we provide the Account Statements after each monthly billing cycle, which also includes any authorized user under your account who the parties agree is an express third-party beneficiary and similarly obligated to these terms and conditions. You agree, jointly and severally, if more than one person is contractually liable for the Account, to comply with, and be bound by, this entire Agreement. You should retain and carefully review this entire Agreement. Intending to be legally bound, you and we agree as follows.

We may change or add new terms to, this Agreement at any time, with or without cause, and without giving you notice, subject to Applicable Law (“Applicable Law,” which will mean and refer tall bylaws, rules, operating regulations, policies, procedures and guidelines promulgated by the Card Brands, which includes without limit Visa, Inc. MasterCard, Incorporated, Discover Network, Other Networks, such as American Express, Bank, and all other applicable rules, regulations and requirements of providers, banks, institutions, organizations, associations, or networks which govern or affect any services hereunder, and all state and federal laws, rules and regulations which govern or otherwise affect the activities of the parties herunder, including, but not limited to, those of the National Automated Clearing House Association (“NACHA”) the Consumer Financial Protection Bureau (“CFPB”) and the Federal Trade Commission (“FTC”), as any or all of the foregoing may be amended and in effect from time to time.  In addition, we may suspend, cancel, add, modify or delete any feature offered in connection with the Account at our sole discretion at any time, with or without cause, and without giving you notice, subject to Applicable Law.  We reserve the right, subject to Applicable Law, to deliver to you any notice of changes to existing terms or the addition of new terms by posting an updated Agreement on the PayCertify Site, your user interface on the Account, or delivering notice of changes to you electronically to the e-mail address you have provided for your Account if you have given us consent to do so.

IMPORTANT INFORMATION ABOUT OPENING A NEW VIRTUAL CARD ACCOUNT

To help the U.S. government fight terrorism and money laundering, federal law requires us to obtain, verify and record information that identifies each person who registers for an Account.  What this means for you: when you open and/or register for an Account, we will ask for your name, a street address, date of birth, and an identification number, such as a Social Security number, that federal law requires us to obtain. We may also ask to see your driver’s license or other identifying documents that will allow us to identify you. We appreciate your understanding and cooperation.

 1. Eligibility.  By agreeing to this Agreement, you represent and warrant that: (a) all information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) If you are under 18, you are 13 years of age or older and the Client is your parent or legal guardian; (d) your use of the Card or Account does not violate any Applicable Law, regulation, rule, standard, or guideline that governs your use of the Card or Account, including without limit all State, local, municipal, governmental, federal, and industry standard (collectively, the “Rules,”); (e) you are authorized to agree to this Agreement; (f) you are an authorized user of the business entity contracted with us to use the Card and/or Account; (g) you will comply with the Fair Credit Reporting Act, 15 U.S.C. § 1681 et. seq. (“FCRA”), as amended by the Fair and Accurate Credit Transactions Act of 2003 (“FACTA”) and thereafter from time to time, the Americans with Disabilities Act (“ADA”) and other applicable equal opportunity laws, the Gramm-Leach-Bliley Act of 1999, 15 U.S.C. § 6801 et. seq. (“GLBA”), the Driver’s Privacy Protection Act of 1994, 18 U.S.C. § 2721(b)(3) (“DPPA”), the laws of the applicable state issuing Motor Vehicle Records (“MVR”), the Equal Credit Opportunity Act (“ECOA”), the Truth In Lending Act (“TILA”) and all other applicable local, state and federal laws regarding Information, as well as the permissions and limitations of We

2. Requests for Changes.  You expressly agree that for any requests made, which includes without limit, updates or changes to an Account, address, email, bank account, phone number, such requests are done by you and that it is a duly authorized representative of you and that the individual making the request has the authority to do so and authorizes the request is correct.  Further you, the signor, and the requestor, of which are either parties to this agreement or are expressly acknowledged as third-party beneficiaries, and hereby agree to indemnify, defend, and hold harmless, us and any third party that provides the Account or Card, including without limit the Bank. 

3. Account Approval and Underwriting.  At any time during the term of this Agreement and your use of the Card or Account, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or Client’s identity, and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals, financial statements or records pertaining to your compliance with this Agreement, or require you to provide a personal or company guarantee. Your failure to provide this information or material may result in suspension or termination of your access to the Card or Account.

 4. Your Responsibilities. You expressly represent and acknowledge that the Card or Account cannot replace your duties to manage and monitor its business, and that the Card and Account are provided “as-is,” without any warranty as to fitness, merchantability, or otherwise, as set forth further below, and that You are solely responsible to ensure that your business needs are met and that we will not be responsible for any failures related to the Card or Account including without limit errors, inaccuracies, failures, delays, bugs, inconsistencies, or any other issues related to electronic payment processing transactions and/or monitoring and any losses, damages, fees, fines, or penalties related to your use of the Card or Account.  You agree to provide us notice of any all updates related to your and/or Client’s use of the Card or Account, including without limit, any suspicious activity that may result in losses to you, Client, or We, any change in Client’s business or change related to any of Client’s customers, and any potential breach of this Agreement.

 5. Compliance with the Rules.  You agree that the performance of any action by the PayCertify to debit or credit an account or transfer funds is excused from the performance of such action to the extent that the action is inconsistent with United States law, including the obligations of the Financial Institution under Office of Foreign Assets Control (“OFAC”) or any program administered by the United States Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”). You agrees generally and warrant to PayCertify that all actions by You contemplated by this Agreement, including the preparation, transmittal, and settlement of entries and payment orders, shall comply in all material respects with United States laws, regulations, regulatory guidelines and guidance, and official commentaries, including without limitation all such regulations, guidelines, and commentaries issued by the Board of Governors of the Federal Reserve and the Federal Financial Institutions Examination Council (“FFIEC”), ORAC, FinCEN, NACHA, and the rules and regulations promulgated by any financial institution or payment processor (collectively, the “Rules”). You expressly authorize PayCertify to charge You with any fines or penalties imposed by OFAC, NACHA, or any organization or entity, which are incurred as a result of non-compliance with the Rules by You and You agrees to fully reimburse and/or indemnify, defend, and hold harmless PayCertify for such charges or fines or any action taken by any entity or organization related thereto. The duties of the Parties set forth in the following paragraphs of this Agreement in no way limit the requirement of compliance with the Rules.

6. Management of Use.  You shall solely be responsible for the management of, security, and access to the Card and Account and use thereof, and shall safeguard and maintain confidential login information, including user IDs, passwords, and other secure identification mechanisms, whether provided or created through direct user account creation, email, or instructions provided to administrators, sales agents, and customer service representatives. You shall not disclose or share your login information with any other person. In addition, you shall be responsible for all user activity related to your use of the Account or Card. 

7. Password Security. Cardholder acknowledges and agree that the security procedures offered by PayCertify, including (without limitation) any code, password, personal identification number, Cardholder identification technology, token, certificate, or other element, means, or method of authentication or identification used in connection herewith, constitute commercially reasonable security procedures under Applicable Law for the initiation of Cardholder’s use of the Services.  Cardholder is responsible for keeping Cardholder’s Account login information and password secure. If Cardholder shares Cardholder’s Account credentials with another person, or fails to maintain the confidentiality of such credentials, Cardholder is responsible for all activity that person conducts using Cardholder’s Account, regardless of whether or not Cardholder authorized the activity. PayCertify will never ask Cardholder for Cardholder’s Account credentials. Account access is linked to Cardholder’s mobile phone number and uses One Time Passwords and mobile phone based biometric login methods of authentication expressly authorized by Cardholder at the time Cardholder opt in to such methods, and it is Cardholder’s responsibility to ensure these remain secure.  Cardholder is strictly responsible to establish and maintain the security of Cardholder’s device and credentials to safeguard against unauthorized transmissions. Cardholder represents and warrants that no individual will be allowed to initiate transfers in absence of proper supervision and safeguards, and agrees to maintain the confidentiality of Cardholder’s device(s) and any passwords.  Cardholder authorizes PayCertify to follow any and all instructions entered and/or initiated by Cardholder or Cardholder’s device, through the Services. This shall be the case unless and until Cardholder or an authorized individual has notified PayCertify, according to the notification procedures of this Agreement, that Cardholder’s account or any authorized, linked device has been stolen, compromised, or otherwise become known to persons other than authorized Cardholders; and PayCertify has had a reasonable opportunity to act upon such notice. The occurrence of unauthorized access will not affect any transfers made in good faith by the PayCertify prior to receipt of such notification and within a reasonable time period to prevent unauthorized transfers.

 8. Third Party Providers.  We use various third-party providers and offer their services and ancillary services offered by us with and through the Card or Account (collectively, the “TPP Services.”) By using the Card or Account, including purchasing/using any of the TPP Services, you expressly agree to the terms and conditions thereof which are expressly incorporated by reference in this Agreement.  

Accepting this Agreement. You accept and agree to the terms and conditions of this Agreement and the TPP Services when you first use the Account or the Card.

Purchases and Cash Advances. You may use your Account to purchase or lease goods or services (each, a “Purchase”) by providing your Card number and additional information (for example, in online or telephone transactions) to participating merchants and establishments that honor the Card. You may also receive “Cash Advances” on your Account: (a) to obtain cash or cash-like equivalents (for example, money orders, traveler’s checks, stamps or other instruments convertible into cash) from any bank or other person that accepts the Card for such purpose; (b) to make a withdrawal of cash from an automated teller machine (“ATM”); and/or (c) to make a person-to-person transfer conducted through the Internet or otherwise.

 

Purchases and Cash Advances are collectively referred to as “Transactions.” We will not be liable to you (or anyone else) if any ATM, merchant or other person cannot or will not process a Transaction permitted under this Agreement. Unless prohibited by Applicable Law, we may from time to time limit the type, number and dollar amount of any Transaction, even if you have sufficient Available Credit (defined in section 18.(e) below) to complete the Transaction, and may terminate or suspend your use of the Card or the Account, with or without notice to you before or at the time we take such action.

 

• Use of the Account and the Card. You agree to use your Account and your Card only for business purposes and that you expressly agree that you will not use your Card or Account for personal, family, or household purposes. You agree that you will not use your Account for any unlawful purpose or to engage in offering, using, or permitting the use of the Card or Account in any way related to any “Prohibited Activities,” You may not access or use, or allow others to access or use, the card for illegal transactions, personal, family or household purposes, nor any purpose other than that for which we make it available.  Prohibited activity includes, without limit a. criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, or theft of trade secrets; ; (b) transmitting chain letters or junk email to other users; (c) using any information obtained from the Account in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent; (d) engaging in any automated use of the system, such as using scripts to add friends or send comments or messages; (e) interfering with, disrupting, or creating an undue burden on the Account or the networks or services connected to the Account; (f) attempting to impersonate another user or person; (g) using the username of another user; (h) selling or otherwise transferring your profile; (i) using any information obtained from the Account in order to harass, abuse, or harm another person;; (j) using the Account in a manner inconsistent with any and all Applicable Laws and regulations; (k) any access or attempt to access non-public systems related to us or our vendors’ systems, programs, data, or services; (l) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Account, or any documentation, or the Account except as expressly permitted by Applicable Laws and regulations; (n) act as service bureau or pass-through agent for the Account with no added value; (m) transfer any rights granted to you under this Agreement; (o) work around any of the technical limitations of the Account or enable functionality that is disabled or prohibited; (p) reverse engineer or attempt to reverse engineer the Account except as expressly permitted by Laws; (q) perform or attempt to perform any actions that would interfere with the normal operation of the Account or affect use of the Account by our other users; or (r) impose an unreasonable or disproportionately large load on the Account.

 

Other Prohibited Activities.  Offering, using, or permitting the use of the Account in any way related to any Prohibited Business, including but not limited to: (a) illegal gaming and gambling, (b) illegal firearms, (c) illegal pharmaceuticals and related goods, (d) any products and/or services that do not comply with any local, state, and/or federal laws, rules, or regulations, the enforcement policy of any governmental or entity that governs the performance hereunder, including the policies, rules, or guidelines of the Card Brands, including without limit, Visa, MasterCard, and Discover, and any Bank, financial institution or payment processor.

 

If you breach this Section or permit others to do so or conduct (or attempt to conduct) any Payments/purchases that we believe are not permitted by this Agreement (such as one of the activities set forth above) or Applicable Law, we may, at our sole discretion and without waiving any of our rights, freeze, close, cancel, suspend, or limit your use of your Account and/or your access to the Account, which may include holding funds for 180 days, or more if required by Applicable Law or necessary to protect us form current or future liabilities. 

 

 Authorized User(s). You will be liable for all payments and fees arising from any use of your Account. If you permit another person to use your Account, or fail to reasonably protect your Account, you will be responsible for any payments and transfers scheduled through the Account and any fees incurred therefrom by such person. You will be liable for such use of your Account and fees even if the person that you permitted to use your Account exceeds the scope of the authority that you gave, if any.  If you believe your Account has been compromised or is being used in a manner by someone other than you and not in accord with your instructions for use then we strongly encourage you change your password which will revoke access by such offending party.  You may do so on the Account Website at https://my.paycertify.com/forgot.  

 

PayCertify is not a Payroll Provider and therefore, you expressly warrant that your use of the cards complies with state law, and you expressly agree to assume all liability related to any use to receive or remit payroll obligations and any use to pay wages or benefits to anyone. You can send out affiliate payments to outside agents. Please note that online payments scheduled on the Account must be done using your log in credentials for your Account. 

 

 Secured Card; Pledged Deposit Account

 

• You hereby pledge, assign and grant us a first priority security interest in any bank account authorized by you hereunder  (together, the “Pledged Collateral”), and you authorize and direct us and the banks to take all actions necessary or appropriate to ensure our rights in the Pledged Collateral. You acknowledge that, during the term of this Agreement, you may not sell, transfer, assign, pledge or create any security interest (except the security interest created hereby) in the Pledged Collateral. You agree to sign all applications and further documents that we may request from time to time to confirm and evidence the creation of the Pledged Deposit Account and our security interest in the Pledged Collateral, and you authorize us to sign such documents on your behalf. If you do not pay your Account balance as and when due or you or we decide to close your Account for any reason, you authorize us to apply any or all of the Deposit Funds to your outstanding Account balance. We expressly disclaim any security interest in your other property in connection with your Account

 

• You may not make withdrawals of any funds deposited in the bank account associated with the Account  “Deposit Funds,” without authorization. You will not receive any Deposit Funds until we are reasonably assured that the remaining Deposit Funds will be sufficient to secure in full all your obligations to us under this Agreement. This may take up to ten (10) weeks in some circumstances. You will not receive a Deposit Funds refund if the remaining Deposit Funds are less than $1.00 in the event the Deposit Funds are used to fully satisfy your obligations to us under the Agreement.

 

• If you default under this Agreement (see Section 26) and we exercise our rights as a secured creditor with respect to the Pledged Collateral (see Section 26.(e)) but the outstanding Account balance exceeds the Deposit Funds, you are and will remain liable for the difference, plus any further Fees and Interest that may subsequently accrue, until the Account balance is paid in full.

 

• Deposit Funds do not pay interest. Accordingly, the interest rate and annual percentage yield on the Pledged Deposit Account are both 0.00% for the entire life of the Pledged Deposit Account.

 

• Negative Balance. If you do not have the right to schedule Payments/purchases in amounts that exceed the Available Funds reflected for your Account on the Account. If, for any reason, a scheduled transaction, payment or purchase (“Payment Transfer”) is for more than the Available Funds reflected in your Account at the time of the Payment Transfer , you are liable for that entire amount and agree to pay such negative balance to us immediately on demand if the Payment Transfer processes.  We reserve the right and you expressly  authorize us to automatically ACH debit such negative balance from any bank account provided by you to us, and to withdraw funds from any authorized Payment Method.

 

 Your Liability. 

 

Returned or Reversed Payments/purchases, Claims, Fines and/or Penalties. You are responsible for all returned or reversed scheduled Payments/purchases, claims, fines, penalties and other liability incurred by us, any other Program Participant(s), or a third party caused by or arising out of your breach of this Agreement and/or your use of the Account. You agree to reimburse us, the Program Participants, any future third-party service providers and any your Program Participant for any and all such liability. 

 

We will not be liable for actual or alleged fraudulent Payments/purchases scheduled from your Account on the Account and we will have the right to return those Payments/purchases.  You are solely responsible for all Disputes and for all returned or reversed scheduled Payments/purchases.  If a Payment Transfer you receive in your linked Account or a scheduled Payment Transfer of funds credited to your Account is subject to a claim, Dispute, reversal, Chargeback, fine or penalty, or is otherwise returned in any manner for any reason whatsoever, you agree that we may, in our sole discretion, conduct an inquiry into the Payment Transfer, and you agree to cooperate with us and to submit any information we may reasonably request to the extent permitted by Applicable Law. 

 

If we determine in our sole discretion that the subject scheduled Payment Transfer is to be properly reversed we may reverse the Payment Transfer or deduct, withhold, recoup from or offset it against other Payments/purchases scheduled to be sent to you. In addition, you agree that we may immediately remove such amounts from the balance in your linked Account. 

 

Taxes. As a result of IRS rules, we may be required to report to the IRS and to you on Form 1099K the gross amount remitted to you and received into your linked Account. In order to carry out this required reporting, we will require your correct legal name and correct and valid Taxpayer Identification Number (usually your Social Security Number or Employer Identification Number) and, in some cases, a valid and complete Form W-9.  Where you do not supply correct information, the IRS notifies us that it does match its records, or as otherwise required by Applicable Law, we will be required to back up withhold 28% of gross Payments/purchases made to your linked Account or a Program Participant scheduled through the Account.  It is your responsibility to determine what, if any, taxes apply to the scheduled Payments/purchases you make or receive and amounts you need to collect, report, or remit to the appropriate tax authority.

 

Erroneous Payment Transfers or Questions about Payment Transfers.   Contact us via email helpdesk@paycertify.com as soon as you can if you think your periodic Payment Transfer statement is incorrect or if you need more information about a Payment Transfer listed on a statement or receipt. We must hear from you no later than sixty (60) days after we make available the period Payment Transfer statement (on the Account) on which the problem or error appeared.  When notifying us, you must: (a) tell us your name and other relevant information you provided when registering for your Account; (b) describe the Payment Transfer error you are unsure about and explain why you believe it is an error or why you need more information; and (c) tell us the dollar amount of the suspected error.  If you fail to notify us within that time frame, you will be deemed to accept all such payments, charges, Payment Transfers, and fees and expressly waive your right to dispute any errors or inaccuracies.

 

If you contact us by phone, we may require that you send us your complaint or question in writing within ten (10) business days.  We will determine whether an error occurred within ten (10) business days after we hear from you and will correct any error promptly.  If, however, we need more time, we may take up to forty-five (45) days to investigate your complaint or question.  For errors involving new accounts or foreign-initiated Payment Transfers, we may take up to ninety (90) days to investigate your complaint or questions.  For new accounts, we may take up to twenty (20) business days to reapply funds to your account for the amount you think is in error. We will tell you the results of our investigation within three (3) business days after completion, and we will correct any error promptly. If we decide that no error occurred, we will send you a written explanation. You may request copies of the documents that we used in our investigation. 

 

 If we initiate a transfer from your linked Account to cover a scheduled Payment Transfer using the Account, then this paragraph and the next paragraph applies to such Payment Transfers.  ALL QUESTIONS ABOUT SUCH SCHEDULED REMITTANCES MADE THROUGH YOUR ACCOUNT INVOLVING PAYMENT METHOD TRANSFERS FROM YOUR LINKED BANK ACCOUNT TO FUND THE SCHEDULED REMITTANCE MUST BE DIRECTED TO US AND NOT TO THE BANK, CARD, OR OTHER FINANCIAL INSTITUTION WHERE YOU HAVE YOUR BANK ACCOUNT, CARD, OR ACCOUNT; for such scheduled Payment Transfers, we are responsible for the Account and for resolving any errors involving scheduled Payment Transfers made from your Account.

 

Account Payment Transfers involving certain Payment Methods, including ACH debits or credits to your linked Account will appear on the statements issued by your bank, Card, or Account. If you have any questions about a Payment Transfer scheduled through your Account that involves a Payment Method transfer from your linked Account, Account, or Card, call Customer Service or write us at PayCertify 59 N Santa Cruz Ave Suite M Los Gatos, CA, 95030, USA or preferably email to helpdesk@paycertify.com.

 

Unauthorized Payment Transfers. Tell us AT ONCE if you believe someone has scheduled or may schedule a Payment Transfer from your Account without your permission, or if you believe that a Payment Transfer or Payment Method Transfer has been made without your permission using information from your Account. Telephoning us 855-247-3411, and emailing us a helpdesk@paycertify.com is the best way of keeping your possible losses down. 

 

You may be liable for the unauthorized use of your Account. Also, if your periodic statement lists Payment Transfers you did not schedule, tell us at once. If you do not tell us within one (1) business day after the Payment Transfer is made available, you may not get back any money you lost. 

 

Our Rights & Liabilities.

 

Payment Transfer Limits. Based upon our review of your Account and the information you have provided us or we have otherwise obtained, we will set scheduled Payment Transfer limits for your use of your Account. These limits can be changed at any time by us in our discretion, with or without notice to you, EXCEPT AS REQUIRED BY APPLICABLE LAW. 

 

As a security measure for you and us, we may also decline authorizations for certain scheduled Payment Transfers when we believe your Account may have been compromised, the scheduled Payment Transfer is not consistent with your Account’s historical activity, or you do not have an account balance that shows available funds in excess of scheduled Payment Transfers. Notwithstanding this section, you are ultimately responsible for monitoring the use of your Account.

 

We may also prohibit certain types of Payment Transfers where we believe fraud or misuse risk is higher.

 

Liability for Failure to Make Payment Method Transfers after Payment Transfer Scheduled. If we do not complete a scheduled Payment Transfer to your linked Account or a payee on time or in the correct amount in accordance with this Agreement, we will not be liable for your losses or damages. We will not be liable, for instance, if: (i) our computer systems or other electronic terminals where you are scheduling a Payment Transfer does not operate properly and you knew about the failure when you started scheduling the Payment Transfer; (ii) access to your Account has been blocked after you reported it was compromised; (iii) there is a hold on the funds in your linked Account or the funds in your linked Account are subject to any legal process or other encumbrance restricting their use; (iv) we have reason to believe the scheduled Payment Transfer is unauthorized; (v) circumstances beyond our control (such as fire, flood, terrorist attack, or national emergency) prevent the scheduled Payment Transfer and subsequent ACH transfer, despite reasonable precautions that we have taken; (vi) the scheduled Payment Transfer would violate these Terms; or (vii) there are other exceptions stated in this Agreement with you. 

 

Risk and Account Pause. Notwithstanding anything to the contrary contained in this Agreement, if we believe there is risk associated with your Account, we reserve the right, in our sole discretion, to the extent permitted by Applicable Law, to pause all Account activity, in addition to exercising any additional remedies available to us, up to and including termination of this Agreement, and/or take any other action that we determine is appropriate to protect against any such risk associated with your use of the Account. We will pause Account activity by one or more of the following methods, in accordance with our standard policies and procedures, as determined in our discretion: (i) withholding amounts, in whole or in part, from a scheduled Payment Transfer we otherwise would make to you from a payor under this Agreement, in amounts that we deem appropriate based on the perceived risk associated with your use of the Account  (ii) placing a “hold” on any or all funds held in your linked Account(s), or (iii) requiring you to deposit funds or other collateral with us, subject to our prior written approval. 

 

We may, in our sole discretion, deduct and withhold from, and recoup and set-off against the Account: (i) any amounts you owe us or any of our Affiliates under this Agreement or any other agreement between you and us; (ii) any costs incurred by us in connection with the administration of the hold-back, including collections and attorneys’ fees; and (iii) any costs incurred by us as a result of your failure to fulfill any obligations to us, or any of our Affiliates, including attorneys’ fees and our costs of handling Disputes. 

 

We may, in our sole discretion, take other reasonable actions to protect our rights and rights of any of our Affiliates, including changing the speed or method of Payment Transfer for scheduled Payment Transfers or Payment Method transfers or charging you fees for Disputes. We may elect to notify you of the establishment of a hold-back. 

 

Suspension of Use; Cancellation; Closure. We, in our sole discretion, may limit your use of, suspend or terminate your privileges with respect to your Account with or without cause or notice, other than any notice required by Applicable Law.  Closure of your Account will prohibit your access to the Account. 

 

If we decide to close or suspend use of your Account, we will send an email to the primary email address we have in our records for you.  Upon closure of your Account you must immediately discontinue use of your Account.  Our closure of your Account will not affect your obligations under this Agreement.

 

Credit Limit; Transaction Limits; Available Credit.

 

Your initial Credit Limit is disclosed once your application is approved, and based on the amount of Deposit Funds that you initially deposited to the Pledged Deposit Account. However, we will charge your Monthly and Annual Fees are charged to your Account, which will reduce your Available Credit by that amount as set forth herein. 

 

The amount by which your Credit Limit exceeds the sum of:  (i) your outstanding Account balance (including principal, Fees, and Charges); (ii) the dollar amount of all Pending Transactions; and (iii) funds you have sent us that are not yet treated as “good” funds for purposes of determining credit availability is referred to as your “Available Credit.” We are not required to approve any Transaction if the amount of the transaction exceeds your Available Credit. However, we may authorize and pay any such Transaction in our absolute discretion. Whenever the outstanding balance of the Account exceeds your Credit Limit, you agree to pay us the difference on demand

(i) Subject to Applicable Law, we may from time to time and in our sole discretion increase your Credit Limit to any level of our choice, even if the new Credit Limit exceeds the Deposit Funds in the Pledged Deposit Account. We may also decrease your Credit Limit in our sole discretion, as low as $0. Additionally, we may at any time close your Account, or limit the number or amount of Transactions that can be charged to your Account based on an evaluation of various factors. We will promptly notify you in writing in the event we decide to take any such action on your Account.

 

(ii) If we reduce your Credit Limit without cause, we will not demand immediate payment of any excess of the Account Balance over the reduced Credit Limit until such time as the reduced Credit Limit first equals or exceeds the outstanding Account Balance.

 Fees. Subject to Applicable Law, including the federal Truth in Lending Act and Regulation Z, you paid or agree to pay the following Fees:

Set-Up and Maintenance Fees. You paid or agree to pay the following Set-Up and Maintenance Fees:

When we open your Account and each year following the anniversary date of your account opening, we will charge you an Annual Fee based on the blocks that you purchase and fund into the Deposit Account

Each month, we will charge you a Monthly Fee based on the blocks that you purchase and fund into the Deposit Account.

 

Transaction Fees; Currency Conversion.

• If you make a Purchasein a foreign currency, the Transaction will be converted into a U.S. dollar amount in accordance with operating regulations or conversion procedures of Visa International (“Visa”) in effect at the time the Transaction is processed. Currently, Visa regulations and procedures provide that the currency conversion rate will be either a wholesale market rate or a government-mandated rate in effect one day prior to the processing date. We charge a Foreign Currency Transaction Fee equal to three percent (3%) of the gross amount of the Transaction in U.S. Currency. The foreign merchant or financial institution may charge a separate fee

• Penalty Fees. 

  If we do not receive a payment from you in at least the amount of your Minimum Payment Due within one (1) day after the Payment Due Date shown on your monthly statement, you will be charged a Late Payment Fee as set forth on page one.

  Each time a check, instrument, or other payment on your Account is returned to us unpaid for any reason or we must return any check or instrument you send us because it is not signed or is otherwise incomplete, we will charge you a Returned Payment Fee of $25.00

• Additional Fees.

  We will charge an Expedited Pay By Phone Fee of $10.00 each time you arrange for an expedited payment by calling us and obtaining the assistance of a live representative or agent of ours. Your payment will be credited to your account the same day, if received on or before 5:00 p.m. Pacific Time on a business day and otherwise on the next business day.

  We will charge you a Document Retrieval Fee of $5.00 each time you request and we provide you with a copy of any monthly Account Statement (“Account Statement”), sales draft, or payment instrument previously provided you unless the request is made in connection with written notice of a billing error.

  We will charge you a Paper Statement Fee of $5.00 if you request us to deliver your Account Statements to you in paper through the U.S. Postal Service rather than accessing them online. For more details about the delivery of your Account Statements, please refer to Section 22. below.

  We may charge additional fees for separate services we provide you in accordance with Applicable Law.

 Monthly Spend.

PayCertify will analyze your transactions and total amounts to recommend programs based on your usage.  

Limits on Charges and Fees.

 

Notwithstanding any language in this Agreement to the contrary, we will limit the total amount of any Transaction Fees (listed on page one) that we impose during the first year after the Account is opened to twenty- five percent (25%) of your initial Credit Limit (or any lower Credit Limit that may apply during the first year after the Account is opened). If a charge is imposed that would otherwise exceed this limit, then, in accordance with Applicable Law, we will make the necessary corrections within a reasonable amount of time but no later than the end of the Billing Cycle following the Billing Cycle during which the limit was exceeded.

 

It is not the intention of the parties that anything in this Agreement should result in the assessment of Charges or Fees above those permitted by Applicable Law. If any Charge or Fee assessed under this Agreement is finally determined to be in excess of that permitted by Applicable Law, the excess amount will be applied to reduce the outstanding balance in your Account or, if there is no outstanding balance, will be refunded to you.

 

Account Statements. We will send you an Account Statement shortly after the end of each monthly Billing Cycle if your Account has a debit or credit balance in excess of $1.00 at the end of the Billing Cycle or any Charge has been imposed during the Billing Cycle. However, we are not obligated to send you an Account Statement if we deem your Account to be uncollectible or Applicable Law does not require us to send you an Account Statement for other reasons. Your Account Statements will show Transactions; payments, credits and adjustments; Interest Charges and Fees; the Previous Balance and New Balance on your Account; your Credit Limit and Available Credit; and the Minimum Payment Due and Payment Due Date. As you consented to receive e-disclosures when you applied for this Account, your Account Statements are posted online and can be accessed at my.PayCertify.com, our secure online dashboard. At any time, you may notify us that you withdraw your consent to receive electronic statements and we will deliver your Account Statements to you in paper through the U.S. Postal Service. However, we will charge you a $5.00 Paper Statement Fee for each Account Statement we deliver to you in paper.

 

1. Payments. 

 

Depending on the billing Cycle selected by you, payments and billings will either be due monthly or annually.

 

At the start of the Billing Cycle selected,  you must pay at least the Minimum Payment Due shown on your Account Statement by the “Cut-Off Time” on the Payment Due Date shown on your Account Statement, which will be at least twenty-five (25) days after the date of the Account Statement, typically on the same day of each Billing Cycle. However, if the Payment Due Date falls on a non-business day, we will not treat your payment as late for any purpose if we receive it by the Cut-Off Time on the next business day. The “Cut-Off Time” is 5:00 p.m. pacific time.

If the total outstanding balance under your Account at the end of a Billing Cycle, as shown on your Account Statement (the “New Balance”), is less than $25.00, the Minimum Payment Due equals the New Balance. Otherwise, the Minimum Payment Due equals the sum of: (i) any amount past due; plus (ii) any amount by which the New Balance exceeds your Credit Limit; and (iii) the greatest of: (A) the sum of the Interest Charges and Fees reflected on your Account Statement; (B) two percent (2%) of the New Balance; or (C) $25.00.

 

• You agree to make all payments by wire, ACH, or pin-debit push drawn on a financial institution located in the U.S. Payments must be made in U.S. dollars. All payments, except disputed payments, must be mailed or delivered to us at the payment address shown on the front of your Account Statement (the “Payment Address”). Any payments received after the Cut-Off Time on a business day will be credited on the next business day. However, credit to your Account may be delayed. Delayed crediting may cause you to incur additional Fees and Interest Charges, subject to Applicable Law. None of the following will constitute a payment made by you: (i) a credit posting from a merchant; (ii) a reversal of fees by us; or (iii) our offset of the Deposit Funds in the Pledged Deposit Account, except when expressly agreed by us.

 

 Subject to Applicable Law, we may apply payments and other credits to your Account in any manner we choose in our sole discretion. 

 

All credits for payments to your Card are subject to final payment by the institution on which the item of payment was drawn. Your Available Credit may not be restored for up to twenty (20) days after we receive your payment

 

Prepayment. At any time, you may pay all or any part of your outstanding Account balance. Payment of more than the Minimum Payment Due in one Billing Cycle will not relieve you of the obligation to pay the entire Minimum Payment Due in subsequent Billing Cycles. 

 

Termination. Subject to Applicable Law, we may terminate your right to credit under the Account at any time in our absolute discretion. You may also terminate your right to credit under the Account by calling Customer Service 855-247-3411, and emailing us at helpdesk@paycertify.com or in writing 59 N Santa Cruz Ave Suite M and Q Los Gatos, CA, 95030, USA . Any request to terminate your credit privileges will be effective only after we have had a reasonable opportunity to act on such request. We will close the Pledged Deposit Account after your credit privileges are terminated and all amounts owing to us are repaid in full. However, it could take up to ten (10) weeks before we close the Pledged Deposit Account and return to you any Deposit Funds that remain after all your obligations to us have been paid in full. Except as provided above, termination of credit privileges, whether initiated by us or by you, will not affect any of your or our rights and obligations under this Agreement, including without limitation, your obligation to repay any amounts you owe us according to the terms of this Agreement. On our demand or upon termination of credit privileges, you agree to cease all use, any recurring payments, linked accounts or any other future use of the Card. You agree that, if you attempt to use the Card after the termination of credit privileges (whether or not we have provided notice of such termination), the Card or device may be retained by a merchant, ATM or financial institution where you attempt to use the Card.

 

Default. Subject to Applicable Law, we may declare you to be in default under this Agreement if any one or more of the following events occurs: you fail to pay any Minimum Payment Due on or before your Payment Due Date; you exceed your Credit Limit; you use a check or instrument for payment which is dishonored; you die or are declared legally incompetent; any other creditor tries by legal process to take money of yours, including Deposit Funds, in our possession; a petition is filed or other proceeding is commenced by or against you under the Federal Bankruptcy Code or any other applicable federal or state insolvency laws; you become generally unable to pay your debts; you provide us with any false or misleading information; any unauthorized use of the Card; you breach any of your other obligations under this Agreement; or you are in default of any other credit agreement you have with us or any of our affiliates.

 

You violate Applicable Law

 

Remedies. In the event of any default under this Agreement, we may, subject to Applicable Law (including any applicable notice requirement): without waiving any rights under subsection (b), allow you to repay your Account balance by paying the Minimum Payment Due each Billing Cycle; declare all or any portion of your outstanding Account balance to be immediately due and payable, immediately terminate or suspend your Account privileges and/or cancel your Card; reduce your Credit Limit or otherwise limit your ability to make Transactions; exercise our rights as a secured creditor with respect to the Pledged Deposit Account and the Deposit Funds; and/or commence an action against you to collect all amounts owed in connection with this Agreement.

 

We also may charge you court costs and reasonable attorneys’ fees that we actually incur, as permitted by Applicable Law, if your Account is sent for collection to an attorney who is not our salaried employee. We will not be obligated to honor any attempted Transaction if your Card is in default or we have determined to terminate or suspend your Account privileges or limit your ability to make Transactions. You understand and agree that, subject to Applicable Law, if you are in default under this Agreement, we may make collection calls to your home or cell phone and may use an automatic dialer and/or prerecorded messages with respect to such calls, even if the message is left on a voicemail. You agree such calls will not be considered “unsolicited” calls or telemarketing calls for purposes of state or federal law.

 

Intellectual Property Rights.  

 

Intellectual Property Ownership.  Except for Contributions that are expressly owned by third parties, but including all other Contribution including data collected by us such as Transaction and ACH data, the content on the Card or Account, including without limitation, editorial or other content original to any website or portal to access your Card or Account (“Materials”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to us or its third-party vendors, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.  

Use of Intellectual Property.  The Card and Account are provided to you AS IS for your information and business use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, reverse engineered, or otherwise exploited for any other purposes whatsoever without the prior written consent of us and/or third parties.  We reserve all rights not expressly granted in and to the Card, Account and the Materials.  You agree to not engage in the use, copying, or distribution of any of the Materials other than expressly permitted by us, including any use, copying, or distribution of third parties’ materials obtained through the Card, Account and the Materials for any commercial purposes.  If you download or print a copy of the Materials for personal use, you must retain all copyright and other proprietary notices contained therein.  You agree not to circumvent, disable or otherwise interfere with security related features of the Materials or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the Materials therein.

Improvements.  You may suggest or provide us with certain improvements, concepts, ideas, know-how, techniques, software (including, without limitation, programs), program listings and programming tools and documentation (including, without limitation, manuals), techniques, reports and drawings developed or owned by you (collectively “Improvements,”) to improve the Materials.  You expressly agree that by supplying any Improvement to us, you agree that us may use the Improvements in any manner and that you waive any claim to ownership should us use or implement the Improvement on the Card or Account or otherwise, and that you shall have no interest in or to that property as used by us.

Data Sharing, Use, and Sale. Rest assured that we will not collect, store, use, or sell any of Your Biometric, Geo-Location data, or other data without Your express consent.  Provided that you have given your express and informed consent, we may also share your data with third parties, including any provider of any of the Services, for the purpose of facilitating the compliance with the Rules, improving the Card, Account or Materials, or complying with any provider’s requests.  Further, we may sell your data to third parties.  At any time, you may request information related to what data is collected and used or otherwise sold, and the identities of such third parties that use or gain access to your data from us.

Our automated systems analyze Your Content, processing history, and other interactions with the Card and Account to provide You with the Card and Account, improve the Materials, and offer relevant products, services, and features, such as customized search results, and tailored advertising. This analysis occurs as your Data is sent, received, and when it is stored.  

For more information, visit our Privacy Policy:  https://profitpay.com/privacy-policy/.  or additional terms for particular Products and Services. If You submit feedback or suggestions about our Services, we may use Your feedback or suggestions without obligation to You and any such action shall not modify the terms of any agreement between us and You. 

Delay in Enforcement. We may at any time and in our sole discretion delay or waive enforcing any of our rights or remedies under this Agreement or under Applicable Law without losing any of those or any other rights or remedies. Even if we do not enforce our rights or remedies at any one time, we may enforce them at a later date. For example, we may accept late payments or payments that are marked “payment in full” or with other restrictive endorsements without losing any of our rights under this Agreement.

 

Notice and Cure. Prior to initiating a lawsuit or arbitration regarding a legal dispute or claim relating in any way to this Agreement or the Account (as more fully defined in Section 19.(b)(iii), a “Claim”), the party asserting the Claim (the “Claimant”) shall give the other party (the “Defending Party”) written notice of the Claim (a “Claim Notice”) and a reasonable opportunity, not less than thirty (30) days, to resolve the Claim on an individual basis. Any Claim Notice to you shall be sent in writing by mail to the address for you maintained in our records. Any Claim Notice to us shall be sent by mail to PayCertify 59 N Santa Cruz Ave Suite M and Q Los Gatos, CA, 95030, USA, attention Legal Claim (or such other address as we subsequently provide you). Any Claim Notice you send must provide your Account Number and telephone number. Any Claim Notice must explain the nature of the Claim and the relief that is demanded. The Claimant must reasonably cooperate in providing any information about the Claim that the Defending Party reasonably requests.

 

Disclaimer of Warranties; Limitation of Liability. 

 

Disclaimers.  We cannot control the nature of much of the services available on the Account.  By operating the Account, we do not represent or imply that we endorse any content, Contributions or other content available on or linked to by the Account, including without limitation content hosted on third party websites, or that we believe such Services or content to be accurate, useful or non-harmful.  YOU AGREE THAT YOUR USE OF THE ACCOUNT WILL BE AT YOUR SOLE RISK.  TO THE FULLEST EXTENT PERMITTED BY LAW, WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE ACCOUNT AND YOUR USE THEREOF.  WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES, THE ACCOUNT’S CONTENT, OR THE CONTENT OF ANY SERVICES OR ACCOUNTS LINKED TO THIS ACCOUNT AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES OR INACCURACIES OF THE SERVICES,  CONTENT, REPORTS, AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE ACCOUNT OR SERVICES, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE ACCOUNT OR SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES OR ACCOUNT BY US OR ANY THIRD PARTY, (F) CLIENT’S INTERNAL DATA SECURITY, AND/OR (G) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE ACCOUNT.  WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED THROUGH THE ACCOUNT OR ANY HYPERLINKED ACCOUNT OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.  AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.  WE SPECIFICALLY DISCLAIMS ALL WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO YOU REGARDING THE ACCOUNT, ACCOUNTS, ANY FEATURE THEREOF, OR ANY SUBJECT MATTER COVERED BY THE SUBSTANCE OF THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.  WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT THE ACCOUNT OR PROGRAMS OFFERED THEREON WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OR USE OF THE VIRTUAL CARD PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.  WE WILL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF SCHEDULED REMITTANCES OR USE OF THE ACCOUNT.  YOU MAY HAVE OTHER WARRANTY RIGHTS, WHICH MAY VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY. 

IN NO EVENT SHALL WE BE LIABLE FOR ANY CLAIMS OR DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, WHETHER CAUSED BY NEGLIGENCE ON THE PART OF OUR EMPLOYEES, SUPPLIERS OR AGENTS OR OTHERWISE, BEYOND THE SUM OF $5,000 IN THE AGGREGATE . NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL WE OR ANY OF OUR DIRECT OR INDIRECT SUBSIDIARIES, AFFILIATES, AGENTS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE FOR ANY (i) COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, LOSS OF PROFITS, LOSS OF USE, LOSS OF OR CORRUPTION TO DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL, OR ANTICIPATED SAVINGS OR WASTED MANAGEMENT AND STAFF TIME; OR (ii) INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, WHETHER ARISING DIRECTLY OR INDIRECTLY,EVEN IF WE OR ANY OF OUR DIRECT OR INDIRECT SUBSIDIARIES, AFFILIATES, AGENTS, EMPLOYEES, OR REPRESENTATIVES HAVE BEEN ADVISED SUCH DAMAGES MIGHT OCCUR . 

NOTHING IN THIS AGREEMENT SHALL OPERATE SO AS TO EXCLUDE OR LIMIT OUR LIABILITY FOR ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. The laws of certain states or other jurisdictions do not allow the exclusion or limitation of certain damages. If these laws apply, some or all of the above exclusions, or limitations may not apply to you, and you may have rights in addition to those contained in this Agreement. 

THE DISCLAIMERS AND LIMITATIONS SET FORTH ABOVE WILL APPLY REGARDLESS OF WHETHER OR NOT YOU ACCEPT OR USE ACCOUNT OR ANY APPLICABLE PROGRAMS OFFERED THEREON. 

Indemnity.  To the extent permitted by Applicable Law, You agree to defend, indemnify and hold us, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Card or Account or Services in violation of the Rules, this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any use of the Services or the Card or Account or if the Card or Account or Services causes us to be liable to another.

• Waiver of Right to Trial by Jury. YOU AND WE ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT BUT MAY BE WAIVED IN CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED BY LAW, YOU AND WE KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT. THIS JURY TRIAL WAIVER SHALL NOT AFFECT OR BE INTERPRETED AS MODIFYING IN ANY FASHION THE ARBITRATION PROVISION SET FORTH IN SECTION 34, IF APPLICABLE, WHICH CONTAINS ITS OWN SEPARATE JURY TRIAL WAIVER.

 BINDING ARBITRATION.    ANY DISPUTE OR CLAIM BETWEEN THE PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE FULLY AND FINALLY RESOLVED BY BINDING ARBITRATION IN SAN JOSE CALIFORNIA IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES AND PRACTICES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) FROM TIME TO TIME IN FORCE AND EFFECT. THIS AGREEMENT TO ARBITRATE SHALL BE SPECIFICALLY ENFORCEABLE AND IS THE EXCLUSIVE REMEDY FOR THE RESOLUTION OF SUCH DISPUTES UNDER THIS AGREEMENT. THERE SHALL BE A SINGLE ARBITRATOR, WHO MUST BE (I) A LAWYER ENGAGED FULL-TIME IN THE PRACTICE OF LAW AND A MEMBER IN GOOD STANDING OF THE STATE BAR OF CALIFORNIA AND (II) ON THE AAA REGISTER OF ARBITRATORS. WITHIN THIRTY (30) DAYS OF THE CONCLUSION OF THE ARBITRATION HEARING, THE ARBITRATOR SHALL PREPARE WRITTEN FINDINGS OF FACT AND CONCLUSIONS OF LAW. JUDGMENT ON THE WRITTEN AWARD MAY BE ENTERED AND ENFORCED IN ANY STATE OR FEDERAL COURT LOCATED IN CALIFORNIA.  THE PARTIES HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE TRIBUNAL SO SELECTED, TO THE EXCLUSION OF ANY OTHER COURT WHICH MIGHT HAVE HAD JURISDICTION APART FROM THIS SECTION, WAIVE ANY DEFENSE OF LACK OF IN PERSONAM JURISDICTION OF SUCH COURTS AND AGREE THAT SERVICE OF PROCESS IN ANY ACTION BEFORE SUCH COURTS MAY BE MADE BY MAILING IT TO THE PARTY TO BE SERVED AT THE ADDRESS PROVIDED HEREIN.  IT IS MUTUALLY AGREED THAT THE WRITTEN DECISION OF THE ARBITRATOR SHALL BE VALID, BINDING, FINAL, AND NON-APPEALABLE; PROVIDED HOWEVER, THAT THE PARTIES HERETO AGREE THAT THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO AWARD PUNITIVE DAMAGES AGAINST ANY PARTY TO SUCH ARBITRATION.  THE ARBITRATOR SHALL REQUIRE THE NON-PREVAILING PARTY TO PAY THE ARBITRATOR’S FULL FEES AND EXPENSES OR, IF IN THE ARBITRATOR’S OPINION THERE IS NO PREVAILING PARTY, THE ARBITRATOR’S FEES AND EXPENSES WILL BE BORNE EQUALLY BY THE PARTIES THERETO. EACH OF THE PARTIES HERETO FURTHER AGREES THAT IT WILL NOT BECOME A MEMBER OF ANY CLASS-WIDE LITIGATION OR ARBITRATION AND WILL NOT INITIATE ANY CLASS ACTION LITIGATION OR ARBITRATION AGAINST THE OTHER PARTY. FURTHER THE PARTIES AGREE THAT THEY WILL NOT ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OF ANY GROUP, CLASS, OR OTHERWISE SIMILARLY SITUATED INDIVIDUAL OR ENTITY

 Force Majeure.  Cardholder understand and agree PayCertify will not be held responsible for any losses or damages resulting from suspension of service due to extraordinary events or circumstances beyond PayCertify’s control, including, but not limited to, acts of God, acts of third parties or its financial institution partners, the ACH Network, embargoes, governmental acts or restrictions, strikes, riots, insurrection, wars, or other military action, acts of terrorism, civil disorders, rebellion, fires, floods, vandalism, or sabotage. In such an event, PayCertify may suspend the Services and access to Cardholder’s Account.

 Changes to this Agreement. Subject to Applicable Law, including the Truth in Lending Act and Regulation Z:

1.  You agree that we may, in our sole discretion, from time to time change any of the terms and conditions of, or add new terms and conditions to, this Agreement, including changing Charges (including terms and conditions increasing margins, changing the method of computing balances), increasing or adding Fees (including annual or other periodic fees) or changing your Credit Limit.

2.  Any such changes will generally be effective immediately unless we are required by Applicable Law or elect, in our discretion, to provide you with advance written notice of the changes (and/or the reasons for the changes), afford you the right to reject the change and/or obtain your consent to the change (whether by written agreement, through the initiation of a Transaction after a specified date or through some other means). In such instances, those changes will be effective if, when and as stated in such notice.

3.  Any changes may apply to your outstanding Account balance on the effective date of the change and to any future balances created after that date.

4.   No change to any term of this Agreement will excuse your obligation to pay all amounts owing under this Agreement.

5. Governing Law. This Agreement is entered into between you and us in the State of California, and your Account and this Agreement are established in California. Except as set forth to the contrary in the Arbitration Provision, any claim, dispute or controversy arising from or relating to your Account or this Agreement, whether based in contract, tort, fraud or otherwise and regardless of the place of your residence, is governed by, and construed in accordance with, the laws of the State of California, without regard to California conflict of laws principles, and applicable federal laws and regulations.

• Unauthorized Use of Your Card or Account. You agree to promptly notify us if you believe that your Card has been lost or stolen or that someone has used or may use your Card or Account without your permission by calling Customer Service or writing to PayCertify, 59 N Santa Cruz Ave Suite M and Q
  Los Gatos, CA, 95030, USA; customerservice@paycertify.com. TO HELP PROTECT AGAINST THE UNAUTHORIZED USE OF YOUR CARD OR ACCOUNT, YOU SHOULD NEVER WRITE YOUR PERSONAL IDENTIFICATION NUMBER (PIN) ON YOUR CARD OR KEEP ANY WRITTEN RECORD OF IT ON ANY MATERIAL THAT IS KEPT WITH YOUR CARD.

You agree to assist us in determining the facts, circumstances and other pertinent information related to any loss, theft or possible unauthorized use of your Card or Account and to comply with such procedures as we may reasonably require in connection with our investigation, this may include the filing of one or more reports with the appropriate law enforcement authorities. Subject to Applicable Law, you acknowledge and agree that we may terminate our investigation if you fail to cooperate to provide us with assistance or to comply with such procedures, and we otherwise have no information or knowledge of facts confirming the unauthorized use of your Card or Account. In such circumstances, we will deem any such use as having been authorized by you and you will be liable for the amount of any Transactions plus Interest Charges and Fees incurred with any such use. Subject to Applicable Law, you also acknowledge and agree that unauthorized Card or Account use does not include use of your Card or Account by any person to whom you have given authority to use your Card or Account, even if you have attempted to limit the scope of the authority you have granted to any Authorized User and such Authorized User has exceeded his or her authority. You will be liable for all use of the Account or any Card by any such Authorized User, even if that person uses the Account or Card in ways you did not intend.

Notice and Communications.  You expressly authorize that we may contact you, your business, and anyone with access to the communication methods provided to us under our preexisting relationship to offer promotions, special offers, marketing material, and/or information regarding my account, via text, email, telephone, and or fax,  in order to facilitate Your use of the Card or Account.  You expressly authorize us to call/text/email you regarding your performance hereunder and to offer you additional products and services.  Your consent hereunder supersedes any request to not be contacted, such as your registry on Do Not Call Lists and survives for the term hereof and beyond until you expressly request that we not contact you.   

Electronic communications will be deemed received by you when we send the electronic communication to your email address. For those communications or records that we are otherwise required under Applicable Law to provide in a written paper form to you, you agree that we may provide those communications or records by means of electronic communications. The following additional terms will apply to such electronic communications: You may request a paper copy of such an electronic communication, and we reserve the right to charge a fee to provide such paper copy

 In addition to the electronic communications authorized under this section, statements, notices and other communications to you may be made by mail, e-mail, or other reasonable means. We may also provide notices of changes to these terms or other matters by displaying links to notices on our Card or Account. 

 We will not charge you for text/SMS messages. However, you may see usage charges from your service provider depending on the type of data/rate plan you are currently on. You expressly agree to indemnify, defend, and hold harmless us related to any charges, service interruptions, and/or other issues related to Us sending text messages and other communications to the contact information provided by you to us.

 Your phone number and personal information will be safely stored in our database.  We do not share or sell this information with anyone, except as specifically disclosed in our Privacy Policy available at https://profitpay.com/privacy-policy/

 You can unsubscribe from communications at any time by replying per the instructions and/or clicking on the unsubscribe and/or do not contact link. 

1. Verifications. We verify your age, social security number, residence and other identifying information as required by Applicable Law. 

2. Re-evaluation of Financial Condition and Credit History. We may re-evaluate your financial condition and investigate any information you provided on your Card application at any time, and in the course of doing so, we may obtain a current credit report and ask you for any additional information about your financial condition by completing a Personal Financial Account Statement or such other form that we request from time to time. You authorize us and give us your permission to obtain any information about you that we believe would be beneficial to facilitate our determination of your eligibility for the Account and the Card, including credit reports from consumer reporting agencies.

3. Privacy Notice. We respect the privacy of information about you and your Account. Please read our Privacy Notice as it is part of this Agreement. We provide our Privacy Notice to all new customers and to current customers on an annual basis. Changes may be made to our Privacy Notice. Our current Privacy Notice is always available at https://profitpay.com/privacy-policy/ 

4. Reporting Information to Credit Bureaus; Identity Theft. We may report information about your Account to credit bureaus. Late payments, missed payments or other defaults on your Account may be reflected in your credit report even if funds from your pledged deposit account are applied to balances owed. You have the right to dispute the accuracy of information we have reported. If you believe that any information about your Account that we have reported to a credit bureau is inaccurate, or if you believe that you have been the victim of identity theft in connection with your Account or in connection with any other loan or extension of credit made by us, write us at: PayCertify, Attn. Fraud/Dispute Department, 59 N Santa Cruz Ave Suite M and Q

5. Los Gatos, CA, 95030, USA. Please include your name, address, Account number, telephone number and a brief description of the problem. If available, please include a copy of the credit report in question. If you believe that you have been the victim of identity theft, submit an identity theft affidavit or identity theft report and, if applicable, and you have this information; include the number of the other loan or extension of credit made by us.

6. Questions. If you have any questions about this Agreement or your Card, please contact Customer Service at the number on your statement or on the back of your Card.

7.Account Settlements. Any settlement of your Account balance for less than what is owed requires our written agreement.

8.Bankruptcy Notification. All bankruptcy notices and related correspondence to us should be sent to the following address: PayCertify, Attn. Bankruptcy Department, 59 N Santa Cruz Ave Suite M and Q Los Gatos, CA, 95030, USA.

9. Change of Address and Other Information. You must notify us of any changes to your name, mailing or email address, home, cell or business phone number, employment or income within 15 days. You can update your contact information by accessing MyAccount, our online Cardholder Center, or by writing to PayCertify, 59 N Santa Cruz Ave Suite M and Q Los Gatos, CA, 95030, USA. We will rely on your mail and email addresses as they appear on our records for any and all Account communications we send to you unless and until either you or, in the case of your mailing address, the U.S. Postal Service, notifies us of a change of address and we have had a reasonable opportunity to act on such notice.

10. Correspondence. To the extent permitted under Applicable Law, any written or electronic correspondence you send to us will not be effective until we receive and have had a reasonable opportunity to act on such correspondence. Any written or electronic correspondence we send to you will, however, be effective and deemed delivered when mailed to you at your mail address (or your email address if you have authorized electronic communications) as it appears on our records.

11. Telephone Monitoring and Recording. You agree that we may monitor, record, retain and reproduce your telephone calls and any other communications you provide to us, regardless of how transmitted to us, for training and quality control purposes and as evidence of your authorization to act in connection with any Transaction or service contemplated by this Agreement. However, we are not under any obligation to monitor, record, retain or reproduce such items, unless required to do so by Applicable Law.

12. Waiver of Rights. Except as may be prohibited by law or regulation, you agree to waive any right you may have for us to act promptly in bringing any action(s) against you (known as diligence); to demand payments of amounts due (known as presentment); to obtain an official certification of non-payment (known as protest); and to give notice that amounts due have not been paid (known as notice of dishonor or notice of default and non-payment).

13. Third-Party Claims or Defenses. Except as otherwise provided in this Agreement and as required by Applicable Law, we will not be responsible for any claim or defense you may have against any third party that arises out of or in connection with any Transaction.

14. Assignment. You may not sell, assign or transfer your Account or Card or any of your rights and obligations under this Agreement. We may, however, sell, assign or transfer your Account, or any balance due thereunder, and/or any of our rights and obligations under this Agreement, to another bank or other third party without prior notice to, or consent by, you, which notice or consent is hereby waived. Should we do so, then to the extent of any such sale, assignment or transfer, that bank or third party will take our place in this Agreement. 

15. Severability. Except as provided otherwise with respect to the Arbitration Provision, if any provision of this Agreement is deemed to be void or unenforceable by a court of competent jurisdiction or any governmental agency, that provision will continue to be enforceable to the extent permitted by that court or agency, and the remainder of that provision will no longer be considered as part of this Agreement. All other provisions of this Agreement will, however, remain in full force and effect.

 16. Void Where Prohibited. Not all services described in this Agreement are available to all persons or at all locations. We reserve the right in our sole discretion, to limit, restrict or prohibit the provision of any such services to any person or in any location. Any offer of a service in this Agreement shall be deemed void where prohibited.

17. Section Headings. The Section headings used in this Agreement are for convenience of reference only and do not in any way limit or define your or our rights or obligations hereunder.

18. Entire Agreement. You acknowledge that the terms and conditions set forth in this Agreement and on your card carrier constitute the entire agreement between you and us with respect to the Account, and supersede and may not be contradicted by evidence of any prior or contemporaneous written or oral communications and understandings between you and us concerning the Account or the Card.

Electronic Signature Authorization.  Under the Electronic Signatures in Global and National Commerce Act (E-Sign), all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand signature when: (1) Our or Your electronic signature is associated with the documents, (2) we and you consent and intend to be bound by the documents, and (3) the document is delivered in an electronic record capable of retention by the recipient at the time of receipt (i.e., email, print or otherwise store the electronic record). When accepted in electronic form all electronic documents shall be governed by the provisions of E-Sign. By pressing “Submit”, “Accept” or “I Agree”, or otherwise making any indication that we or you, as the case may be, agrees: (i) that the documents shall be effective by electronic means, (ii) to be bound by the terms and conditions of the documents, and (iii) that it has had the ability to print or otherwise store the documents.  Should you desire to not E-sign any document, email helpdesk@paycertify.com.

Your Billing Rights: Keep This Document for Future Use

This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act.

 

What To Do If You Find A Mistake On Your Account Statement

If you think there is an error on your statement, write to us at:

PayCertify 59 N Santa Cruz Ave Suite M and Q Los Gatos, CA, 95030, USA

In your letter, give us the following information:

• Account information: Your name and account number.

• Dollar amount: The dollar amount of the suspected error.

• Description of problem: If you think there is an error on your bill, describe what you believe is wrong and why you believe it is a mistake.

You must contact us:

• Within 60 days after the error appeared on your statement.

• At least 3 business days before an automated payment is scheduled, if you want to stop payment on the amount you think is wrong.

 

You must notify us of any potential errors in writing. You may call us, but if you do, we are not required to investigate any potential errors and you may have to pay the amount in question.

What Will Happen After We Receive Your Letter

 

When we receive your letter, we must do two things:

Within 30 days of receiving your letter, we must tell you that we received your letter. We will also tell you if we have already corrected the error.

Within 90 days of receiving your letter, we must either correct the error or explain to you why we believe the bill is correct.

While we investigate whether or not there has been an error:

• We cannot try to collect the amount in question, or report you as delinquent on that amount.

• The charge in question may remain on your statement, and we may continue to charge you interest on that amount.

• While you do not have to pay the amount in question, you are responsible for the remainder of your balance.

• We can apply any unpaid amount against your credit limit.

After we finish our investigation, one of two things will happen:

 

• If we made a mistake: You will not have to pay the amount in question or any interest or other fees related to that amount.

• If we do not believe there was a mistake: You will have to pay the amount in question, along with applicable interest and fees. We will send you a statement of the amount you owe and the date payment is due. We may then report you as delinquent if you do not pay the amount we think you owe.

 

If you receive our explanation but still believe your bill is wrong, you must write to us within 10 days telling us that you still refuse to pay. If you do so, we cannot report you as delinquent without also reporting that you are questioning your bill. We must tell you the name of anyone to whom we reported you as delinquent, and we must let those organizations know when the matter has been settled between us.

If we do not follow all of the rules above, you do not have to pay the first $50 of the amount you question even if your bill is correct.

 

Your Rights If You Are Dissatisfied With Your Credit Card Purchases

 

If you are dissatisfied with the goods or services that you have purchased with your credit card, and you have tried in good faith to correct the problem with the merchant, you may have the right not to pay the remaining amount due on the purchase.

To use this right, all of the following must be true:

The purchase must have been made in your home state or within 100 miles of your current mailing address, and the purchase price must have been more than $50. (Note: Neither of these are necessary if your purchase was based on an advertisement we mailed to you, or if we own the company that sold you the goods or services.)

You must have used your credit card for the purchase. Purchases made with cash advances from an ATM or with a check that accesses your credit card account do not qualify.

You must not yet have fully paid for the purchase.

If all of the criteria above are met and you are still dissatisfied with the purchase, contact us in writing at: 707 West Pleasant Oak Trail, Reno, NV 89511, Latigo at Rancharrah

While we investigate, the same rules apply to the disputed amount as discussed above. After we finish our investigation, we will tell you our decision. At that point, if we think you owe an amount and you do not pay, we may report you as delinquent.

Additional Disclosures

CALIFORNIA RESIDENTS: You may apply for an account in your name alone, regardless of your marital status. NEW YORK RESIDENTS: You may contact the New York State Banking Department at 1-877-226-5697 to obtain a comparative listing of all credit card rates, fees and grace periods.

OHIO RESIDENTS: The Ohio rules against discrimination require that all creditors make credit equally available to all creditworthy customers and that credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio Civil Rights Commission administers compliance with this law.

VERMONT, RHODE ISLAND AND NEW YORK RESIDENTS: A credit report may be requested in connection with your application. At your request, Bank will tell you whether or not a credit report was obtained and, if so, the name and address of the consumer reporting agency that furnished the report. Bank may also request credit reports from time to time in connection with any update, renewal or extension of the credit account, whenever Bank believes that such action is appropriate.

MARRIED WISCONSIN RESIDENTS: No provisions of any marital property agreement, unilateral statement under

• 766.59 of the Wisconsin Statutes, or court decree under §766.70 will adversely affect a creditor’s interest unless, prior to the time credit is granted, the creditor is furnished a copy of the agreement, statement or decree or has actual knowledge of the adverse provision. If an Account is opened for you, you must notify your spouse about the Account before any payment on the Account is due. YOUR SIGNATURE CONFIRMS THAT CREDIT EXTENDED UNDER THIS ACCOUNT WILL BE INCURRED IN THE INTEREST OF YOUR MARRIAGE OR FAMILY.

Customer Identification Program

In accordance with the USA PATRIOT Act, Federal law requires all financial institutions to obtain, verify, and record information that identifies each individual or entity opening an account. This includes all personal and commercial accounts.

What This Means to Our Customers

When you open an account, you will be asked for your name, address, social security or tax identification number, date of birth (if applicable) and other information that will allow us to identify you. You will also be asked to furnish your driver’s license or other identifying documents. We are required to follow this procedure each time an account is opened, even if you are a current customer. Thank you for helping us to follow this Federally-mandated procedure.

 

You can view a complete copy of the current Account Agreement on our website at www.paycertify.com. For Further Information: Call the Customer Service number shown on your statement or on the back of your Card if you need more information.