LEGAL Document

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Torpago Platform Agreement

Last Updated: March 2, 2020

This Platform Agreement is made between Company and Torpago and governs your use of the Services. By submitting your application to open a Torpago Account, you consent to this Platform Agreement, including the applicable Card Holder Agreement, and to receive all Notices and communications from Torpago electronically. Capitalized terms used in this Platform Agreement have the meaning provided in Section 4. We may update or replace this Platform Agreement with you by posting an updated version to our legal page.

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS OUR SERVICES IN ANY MANNER. If you accept or agree to these Terms and Conditions of Use on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and conditions of Use and, in such event, “you” and “your” will refer and apply to that company or other legal entity in addition to you.

You may only open and maintain a Torpago Account and use the Services if you accept this Platform Agreement.

1. The Torpago Platform

1.1 Services

The Services allow you to issue and manage Cards for your Users; manage expenses and reporting; and access, use, and connect Third-Party Services through your Torpago Account; and access other functionality through your Torpago Account. Torpago may change or provide new Services but will not materially diminish or remove Services without Notice except where necessitated by an Issuer or Third-Party Service Providers or required by law.

1.2 Applying for a Torpago Account

You will need to provide Company Data and certain Personal Data and connect at least one Linked Account when submitting an application for a Torpago Account. Company Data may include business information (such as registered business name and state of incorporation for Company, the business address, ownership details, actual or anticipated revenue, the nature of the business, EIN and details from Linked Accounts and other business information we may request from time to time), Personal Data (such as the name, contact information, and date of birth of Users or beneficial owners), and documentary information used to verify business and Personal Data (such as corporate registration certificate, proof of address, or personal identification).

We provide Company Data and Personal Data to Issuers and Third-Party Service Providers to determine your eligibility for the Services and Cards. We may approve or deny your application or grant you provisional access to the Services or your Torpago Account while your application is pending additional review. Torpago and Issuers rely on the accuracy of Company Data and Personal Data when opening and maintaining your Torpago Account. We may deny Applications, interrupt provision of the Services to you, or suspend or close your Torpago Account for any reason including where Company Data or Personal Data is incomplete, inaccurate, or out of date. You will keep Company Data and each User’s Personal Data current, complete, and accurate in your Torpago Account whether we provide you with full or provisional access.

We will disclose Fees to you when opening your Torpago Account or through our website. Except where agreed upon in a writing executed by both parties, we may change Fees upon thirty days' Notice to you.

1.3 Managing your Torpago Account

You must specify at least one Administrator to manage your Torpago Account when submitting your Application. Administrators can add, remove, or manage additional Administrators and Users; request and manage Cards; set or change spending limits; view transactions; run reports and download statements; provide or update Company Data; connect Linked Accounts, Third-Party Services, and other accounts to your Torpago Account; and perform other tasks on your behalf. You are responsible for any actions or failure to act on the part of Administrators, Users, and those using credentials issued to Users to access Company’s Torpago Account.

1.4 Security and Monitoring your Torpago Account

You will keep your Torpago Account and Cards secure and only provide access to individuals that you have authorized to use Cards on your behalf. You will immediately disable User access to the Services or reduce spending limits where you know or believe your Torpago Account or Cards have been compromised or stolen or may be misused; and you will promptly notify us of any unauthorized access or use. We may help you resolve unauthorized transactions using your Cards, but you are ultimately responsible for financial loss caused by Administrators, Users, or other persons given access to the Services, your Torpago Account, or Cards. We may suspend access to your Torpago Account or Cards if we believe your Torpago Account or Cards have been compromised or that not doing so may pose a risk to you, Torpago, Issuers, or any third parties.

1.5 Requirements and Prohibited Activities

Only companies organized and registered in the United States (such as C-corps, S-corps, LLCs, sole proprietors or LLPs) may apply for a Torpago Account. Consumers, unincorporated partnerships, and companies registered outside the United States are not permitted to use, or attempt to open or use, a Torpago Account.

Your Torpago Account, Services, and Cards may only be used for the Company’s bona fide business purposes. Your Torpago Account, Services, and Cards may not be (a) used for any purpose that is unlawful or prohibited by this Platform Agreement or the Card Terms; (b) used for any personal, family, or household use; (c) provided to or used for the benefit of an individual, organization, or country that is blocked or sanctioned by the United States, including those identified by the United States Office of Foreign Asset Control (OFAC); (d) used by unaffiliated third parties; or (e) used for any other activities not for the benefit of the Company.

We will not approve and may close Torpago Accounts that we know or believe are engaged in any of the prohibited activities identified in the Prohibited Activities List. Where Company is engaged in certain restricted activities, Torpago may require that you provide additional information to open or maintain your Torpago Account. We may update the list of prohibited or restricted activities at any time. You agree to review this regularly and contact us with any questions you have about how this list may apply to Company's business.

We may suspend or terminate access to your Torpago Account or Cards if we believe this section was violated or if required by an Issuer. You agree to pay all Fines imposed on Torpago by Issuers, regulators, or government agencies for your violation of this section.

1.6 Identification as Customer

We may publicly reference you as a Torpago customer on our website or in communications during the term of this Platform Agreement. We will not express any false endorsement or partnerships. You grant Torpago a limited license to use Company trademarks or service marks for this purpose. Please notify us if you prefer that we not identify you as a Torpago customer and we will remove references to you on our website or in communications.

1.7. Ownership and License

Torpago and licensors own all Torpago Property. You, Administrators, and Users may use Torpago Property only as and for the purposes provided in this Platform Agreement and the Card Terms. You may not modify, reverse engineer, create derivative works from, or disassemble Torpago Property; or register, attempt to register, or claim ownership in Torpago Property or portions of Torpago Property.

Torpago grants you a nonexclusive and nontransferable license to use Torpago Property as provided through the Services and as permitted by this Platform Agreement. This license terminates upon termination of this Platform Agreement unless terminated earlier by us.

1.8 Data

The Card Networks, Torpago, and Issuers collect Company Data through your use of the Cards, the Services, and Third-Party Services. We may use Company Data (a) to provide Services to Company and Users; (b) for underwriting, identity verification, internal reporting and analysis, and fraud prevention; (c) as needed in dispute resolution; and (d) for development of products and services, including data products.

We provide Company Data to Issuers, Card Networks, and other third parties: (a) to provide the Services to you, or as required by law or Card Network rules; (b) for internal analytics and reporting; (c) to obtain additional information about a Company; (d) report Company performance to credit reporting agencies and credit rating agencies, where appropriate. Torpago may include De-Identified Data in both public and private reports where such De-Identified Data cannot be reasonably used to identify Company or Users. We will not share any Company Data with third parties for marketing unaffiliated products without your consent but may use Company Data to identify Services, Third-Party Services, programs that we believe may be of interest to you, including as part of a rewards or benefits program. Where Company Data is shared with third parties, Torpago will implement controls to reduce the risk of loss or accidental disclosure.

You grant Torpago a worldwide, irrevocable license to use, modify, distribute, copy, and create derivative works from Company Data for the purposes identified in this Platform Agreement.

1.9 Rewards

Torpago may determine when, how, and under what conditions Company or Users may qualify for or earn rewards. Certain Cards may not be eligible for rewards. All rewards offered are subject to the Torpago Rewards Agreement.

1.10 Beta Services and Feedback

Beta Services may be made available to you. Any Beta Services are provided to you AS IS and without warranty. We may use any Feedback about the Services or Beta Services freely and without restriction. Except where specifically notified by us, we will not compensate or credit you for Feedback you provide us.

1.11 Privacy

Collection, use, and handling of Personal Data is described in our privacy policy. Please review our privacy policy and contact us if you have any questions.

2. Payment Cards

2.1 Card Terms

Cards are issued by the Issuer identified on the back of physical Cards issued to you, in the Card Terms, and relevant program materials provided to you. This Platform Agreement and the Card Terms govern your use of the Cards. You may only use the Cards if you, your Administrators, and your Users consent to the applicable Card Terms. Issuers may update Card Terms at any time by providing Notice to you through Torpago and your continued use of the Cards constitutes your acceptance of the updated Card Terms.

2.2 Linked Accounts and Third-Party Services

We will use Financial Data from Linked Accounts to verify account balances and account information, establish spending limits, identify spending patterns and potential fraud, determine spending limits, analyze and report transactions, and provide Services to you. You must maintain at least one Linked Account at all times and agree that Torpago may directly debit this Linked Account for payment of Periodic Statements. You may change Linked Accounts through your Torpago Account. Use of specific Services or features may also require that permit Torpago to access Company Data through Third-Party Services.

2.3 Spending Limits

Company spending limits are set by Torpago and using Company Data including available funds and spending patterns, unbilled volume, future revenue, the nature and history of the Company’s business, and anticipated use of Cards. We may not disclose exact spending limits but may provide guidance identifying whether specific transactions or monthly volumes may exceed any spending limits. Spending limits are dynamic and may be modified at any time with or without Notice to you, including temporarily increases or decreases to your spending limits or reducing spending limits to $0. Administrators may set User-specific limits, card specific limits and or controls through your Torpago Account, but the aggregate spending limit for all Users and cards may not exceed the total spending limit established for the Company.

2.4 Requesting and Replacing Cards

Administrators may request Cards for Users through your Torpago Account but will only request Cards for and provide Cards to individuals that are employees or affiliated with or authorized by the Company. Cards may be denied or canceled due to changes in Issuers’ policies, as required by law, or for other reasons we determine are appropriate under the circumstances. Cards may be issued to Users as physical or virtual cards (a Card issued without an associated physical card). By default, new Users will be issued both a physical and virtual Card and will be able to view transactions and manage their Cards through the Torpago Account.

You will promptly notify us and take appropriate measures to prevent unauthorized transactions when a Card is lost, stolen, breached, or needs to be replaced. In such cases, Administrators may request the issuance of replacement Cards by Issuers through your Torpago Account. Replacement Cards may have new account numbers that will require you to update the Card on file for any scheduled or recurring payments. If you do not update the Card for scheduled or recurring payments, the transactions may not be completed. You are solely responsible for updating Cards stored with merchants where account numbers have been changed.

2.5 Using Cards

Users may only use Cards for bona fide business-related Charges. You are responsible for selecting who in your organization should have access to Cards. You agree to establish and maintain controls designed to ensure that the Cards are only used for bona fide Company purposes and in compliance with Card Network rules. You are solely responsible for Charges made by any individuals given access to Cards even if they are not the person associated with or named on the Card. Torpago, Issuers, Card Networks, or other intermediary Third-Party Service Providers (including merchant acquirers) may deny or reverse Charges for any reason. Torpago is not responsible for any losses, damages, or harm caused by a Charges that are denied or reversed.

If you and a merchant have a dispute regarding a Charge identified on your Periodic Statement, including delivery of the incorrect goods or services or being charged the wrong amount, you should first attempt to resolve the dispute with the merchant. If such a dispute is not resolved to your satisfaction or if you believe the Charge is unauthorized, you may initiate a Chargeback through your Torpago Account. The Card Networks have established procedures for resolving Chargebacks that may require that you provide details of the disputed Charge or associated documentation. Chargebacks resolved in your favor will be credited to your Torpago Account on either the current or a future Periodic Statement.

2.6 Periodic Statements

You are responsible for payment in full of all Charges, Fees, and Fines. We will provide you periodic statements identifying Charges, Fees, Fines, refunds, or other amounts owed or credited to your Torpago Account in your Periodic Statement. Your Linked Account will be automatically debited for the full amount identified in the Periodic Statement at the end of each billing cycle and your Torpago Account will show the credit the day after payment is received. Unless otherwise specified in writing by Torpago, Periodic Statements for standard usage are issued every 30 days starting on the day that you create your Torpago Account.

2.7 Set Off and Collections

Charges listed on Periodic Statements that are not paid on time may be collected from any Linked Account that is currently linked; or set off, debit, or collect from amounts in a Torpago Account that you hold jointly with a third party or open in the future even if your original Torpago Account has been closed. This right may be exercised against Company, its affiliates, any assignees for the benefit of your creditors, or receivers. This right will exist even if we do not exercise it prior to the making, filing, or issuance of an arbitration demand, court order, or other action.

Any failure to pay the full amount owed to Torpago when required is a breach of this Agreement. You are responsible for all costs or expenses that we or Issuers incur collecting amounts owed but not timely paid, including legal or collections fees and any interest at the maximum rate permitted under law.

2.8 ACH Authorization

THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT YOUR LINKED ACCOUNTS FOR ALL AMOUNTS YOU OWE UNDER THIS PLATFORM AGREEMENT. PLEASE READ IT THOROUGHLY.

Your Authorization to Debit Linked Accounts. You authorize Torpago, Issuers, or their assigns to collect amounts owed under this Platform Agreement by debiting funds from the Linked Accounts at depository institutions (including banks and credit unions) using the Automated Clearinghouse (ACH) network governed by the rules established by the National Automated Clearinghouse Association (NACHA). These debits are bound by NACHA rules for business-related ACH debits.

Manner and Timing of Payment. We will debit Linked Accounts for all amounts owed to us under this Agreement. If we cannot collect these amounts via ACH, you agree to immediately pay all amounts owed as directed. You also authorize Torpago, Issuers, or their assigns to debit Linked Accounts immediately, on any date, and without additional Notice where (a) the total aggregate balance of Linked Accounts is less than any balance minimums that we have communicated to you or (b) we determine in our sole discretion that the Company poses or may pose an unacceptable risk to Torpago, Issuers, or third parties or no longer satisfy the underwriting criteria used to establish the spending limit for Company.

Withdrawing Your Authorization: To withdraw the debit authorization from a Linked Account, you must provide us 30-day advanced Notice and pay all amounts owed under your Torpago Account immediately, including Charges and other amounts that may be included in future Periodic Statements. Withdrawal of a debit authorization does not terminate the Platform Agreement or your obligation to pay all amounts owed under this Platform Agreement or the Card Terms. The Company will be responsible for all costs of collections and damages under this Platform Agreement if amounts owed are not paid by Company as described in this Platform Agreement.

3. Additional Terms

3.1 Term and Termination

This Platform Agreement is effective when you start an application for a Torpago Account and continues until terminated by either you or us, or in accordance with the Card Terms or as otherwise set forth in this Platform Agreement.

You may terminate this Platform Agreement by paying all amounts owed and providing Notice to us but are still responsible for Charges, Fees, Fines, and other losses caused by your action or inaction prior to terminating the Platform Agreement. If you reapply or reopen your Torpago Account or use or attempt to use the Services or Cards you are consenting to the Platform Agreement in effect at that time. Torpago may terminate this Platform Agreement, or suspend your Torpago Account or Cards, by providing you Notice.

Sections 1.4 (Security and Monitoring your Torpago Account), 1.8 (Data), 1.10 (Beta Services and Feedback), 1.11 (Privacy), 2.7 (Set Off and Collections), 2.8 (ACH Authorization), 3.1 (Term and Termination), 3.2 (Notice and Communication), 3.3 (Limitation of Liability), 3.5 (Disclaimer of Warranties by Torpago), 3.6 (Indemnification), 3.7 (Governing Law and Venue), 3.8 (Binding Arbitration), 3.9 (Legal Process), and 3.10 (Assignment); the provisions of the Card Terms that identify continuing obligations; and any other provisions of this Agreement giving rise to continued obligations of the parties will survive termination of this Platform Agreement.

3.2 Notice and Communication

You consent to us providing Notices to you under this Platform Agreement electronically and understand that this consent has the same legal effect as a physical signature.

We will provide Notices regarding activity and alerts to your Torpago Account electronically through your Torpago Account, email, and via text or SMS to the contact information provided to us by Administrators and Users. Notices affecting payment and legal terms will be sent to Administrators through your Torpago Account or email and are considered received 24 hours after they are sent. You understand that you may not use the Services or Cards unless you consent to receive Notices electronically. You may only withdraw consent to receive Notices electronically by closing your Torpago Account.

We may send Notices to User's mobile phones through text or SMS to the phone numbers Administrators and Users provide to us. These Notices may include alerts about Services, Cards, Charges, and may provide Administrators and Users the ability to respond with information about Charges on Cards or your Torpago Account. Administrators and Users may elect to not receive certain Notices through the Torpago Account, but this will limit the use of certain Services and may increase the financial risks to the Company. The Company will secure appropriate authorization to send text or SMS messages to Users on the Company’s behalf.

Administrators and Users are required to maintain an updated web browser and computer and mobile device operating systems to receive Notices correctly. Administrators and Users are responsible for all costs imposed by Internet or mobile service providers for sending or receiving Notices electronically.

Contact us immediately if you are or believe you are having problems receiving Notices.

3.3 Limitation of Liability

Torpago is not liable to you for consequential, indirect, special, exemplary, or punitive damages, lost profits, or lost revenue arising from or related to your use of or inability to use Services or Cards, lost profits or reputational harm, physical injury or property damage, or any other losses or harm arising from or related to this Agreement, whether or not we were advised of their possibility by you or third parties. Our maximum liability to you for under this Platform Agreement is limited to the greater of the total amount of Fees actually paid by you to Torpago in the three months preceding the event that is the basis of your claim or $5,000. These limitations apply regardless of the legal theory on which your claim is based.

3.4 Representations and Warranties

You represent and warrant that (a) Company is and will continuously throughout this Platform Agreement be duly organized and in good standing under the laws of its jurisdiction of incorporation, (b) Administrators have requisite organizational power and authority to conduct business and manage Company's Torpago Account, (c) you are opening an account on behalf of a Company organized and registered in the United States and that you are not opening an account as a consumer, sole proprietor or unincorporated partnership; (d) you and Users will not engage in activities prohibited by this Platform Agreement, and (e) Company Data provided to Torpago is complete, accurate, and current.

3.5 Disclaimer of Warranties by Torpago

THE SERVICES, TORPAGO PROPERTY, AND BETA SERVICES ARE PROVIDED TO YOU AS IS _AND _AS AVAILABLE. TORPAGO DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF SERVICES, TORPAGO PROPERTY, AND BETA SERVICES AND NOTHING IN THIS PLATFORM AGREEMENT WILL BE INTERPRETED TO CREATE OR IMPLY ANY SUCH WARRANTY TO YOU.

THIRD-PARTY SERVICES ARE NOT PROVIDED OR CONTROLLED BY TORPAGO. TORPAGO DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY THIRD-PARTY SERVICES.

TORPAGO DISCLAIMS ALL WARRANTIES AND DOES NOT GUARANTEE THAT (A) SERVICES AND DATA PROVIDED UNDER THIS PLATFORM AGREEMENT ARE ACCURATE OR ERROR-FREE; (B) THE SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (C) THE SERVICES WILL BE USABLE BY COMPANY, ADMINISTRATORS, OR USERS AT ANY PARTICULAR TIME OR LOCATION; (D) SPECIFIC MERCHANTS WILL PERMIT PURCHASES USING CARDS ISSUED BY AN ISSUER; (E) SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (F) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, EVEN WHEN WE ARE ADVISED OF SUCH DEFECTS.

3.6 Indemnification

You agree to indemnify and defend Torpago (including our affiliates, employees, contractors, and Third-Party Service Providers) against losses arising out of or relating to claims, proceedings, suits, or actions brought by or initiated against Torpago by any third party due to your breach of this Platform Agreement, or an Administrator’s or User’s breach of obligations owed under this Platform Agreement, a User Agreement, the Card Terms or any other agreements with Torpago; for amounts owed by Company to third parties; for acts or omissions of Administrators, Users, or other Company employees or agents; for Company's use of Third-Party Services; or for disputes over Charges between Company and merchants.

3.7 Governing Law and Venue

This Platform Agreement will be construed, applied, and governed by the laws of the State of California exclusive of its conflict or choice of law rules except to the extent that US federal law controls. Subject to Section 3.8, all litigation will be brought in the state or federal courts located in San Francisco, California.

3.8 Binding Arbitration

The parties agree to resolve all disputes arising under or in connection with this Platform Agreement as provided in this section. Any arbitration or other legal proceeding under this Platform Agreement will only be on an individual basis. Neither party may form with other arbitrators or parties to form a Consolidated Action. Each party waives its rights to participate in a Consolidated Action against the other party.

Company and Torpago agree to first attempt to resolve Disputes in good faith and in a timely manner. Where no resolution can be found, Disputes will be resolved by arbitration in San Francisco, California, before a single arbitrator, as provided in this section; except that Disputes principally arising from protection of intellectual property rights or breach of confidential information will be resolved through litigation in accordance with Section 3.7.

Arbitration will be administered by JAMS according to the rules and procedures in effect at the time the arbitration is commenced. Disputes with amounts claimed greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Disputes with amounts claimed less than or equal to $250,000 will apply the JAMS Streamlined Arbitration Rules. The arbitrator will apply the substantive law as described in Section 3.7. If JAMS cannot administer the Dispute, either party may petition the US District Court for the Northern District of California to appoint an arbitrator. The parties acknowledge that transactions under this Platform Agreement may involve matters of interstate commerce and, notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to the terms of this Platform Agreement.

Either party may commence arbitration by providing a written demand for arbitration to JAMS and the other party detailing the subject of the Dispute and the relief requested. Each party will continue to perform its obligations under this Platform Agreement unless that obligation or the amount (to the extent in Dispute) is itself the subject of the Dispute. Nothing in this Platform Agreement affects the right of a party to seek urgent injunctive or declaratory relief from a court of appropriate jurisdiction to in respect of a Dispute or any matter arising under this Platform Agreement.

The prevailing party is entitled to recover its reasonable attorneys' fees, expert witness fees, and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

Proceedings and information related to them will be maintained as confidential, including the nature and details of the Dispute, evidence produced, testimony given, and the outcome of the Dispute, unless such information was already in the public domain or was independently obtained. Company and Torpago, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.

3.9 Legal Process

We may respond to and comply with any legal order we receive related to your use of the Services, including subpoenas, warrants, or liens. We are not responsible to you for any losses you incur due to our response to such legal order. We may take any actions we believe are required of us under legal orders including holding funds or providing information as required by the issuer of the legal order. Where permitted, we will provide you reasonable Notice that we have received such an order.

3.10 Assignment

Torpago may assign, pledge, or otherwise transfer this Platform Agreement or its rights and powers under this Platform Agreement without providing Notice to you. Any such assignee will have all rights as if originally named in this Platform Agreement instead of Torpago. You may not assign this Platform Agreement or rights provided, or delegate any of its obligations, without Torpago's express written consent.

3.11 Headings and Interpretation

Except where otherwise specified, all references to sections or provisions refer to this Platform Agreement or the applicable incorporated terms. The phrases including, for example, or such as do not limit the generality of the preceding provision; the word or will be read to mean either… or… or any combination of the proceeding items; and provisions listing items and using and require all listed items.

All monetary amounts owed under this Platform Agreement will be made in US Dollars (USD).

This Platform Agreement, including incorporated terms, comprises the entire understanding of the parties with respect to the subject matter described and supersedes all other proposals or previous understandings, written or oral, between the parties. In the event that this Platform Agreement is terminated, the Card Terms will immediately terminate.

3.12 Changes to this Platform Agreement

We may modify this Platform Agreement or provide another agreement governing your use of the Services or any portion of them by providing you Notice. Any Administrator’s or User’s continued use of the Services or Cards constitutes your consent to the revised Platform Agreement.

Any waiver, modification, or indulgence that we provide to Company, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under this Platform Agreement for any other or future acts, events, or conditions. Further, any delay by Torpago in enforcing our rights under this Platform Agreement does not constitute forfeiture of such rights.

3.13 Entire Agreement

This Platform Agreement constitutes the entire understanding between Company and Torpago for the subject matter described and no other agreements, representations, or warranties other than those provided in this Platform Agreement will be binding unless in writing and signed by Company and Torpago.

4. Defined Terms

Capitalized terms in this Platform Agreement are defined as follows:

Administrator means the authorized signer that is authorized by you to manage your Torpago Account and act on behalf of the Company, including consenting to this Platform Agreement.

Beta Services means beta or pre-release products or services, which may contain features and functionality that are incomplete or subject to substantial change or discontinuation.

Cards means physical or virtual payment cards issued by an Issuer and managed through your Torpago Account.

Card Networks means the payment card networks including Visa or Mastercard.

Card Terms means the agreement between Company and the applicable Issuer for use of Cards identified on our website.

Charge means a payment for goods or services made to a merchant that accepts payments on the applicable Card Network.

Chargeback means a dispute that you initiate against a merchant for an unresolved dispute with the merchant or where a Charge is unauthorized.

Company or you means the company that is applying for or has opened a Torpago Account use the Services and manage Cards and is executing this Platform Agreement.

Company Data means information or documentation provided by the Company to Torpago, and which includes Financial Data and any Personal Data provided by Company, Administrators, and Users.

Consolidated Action means class arbitrations, class actions, or other action brought between multiple parties based on the same or similar legal claims, or the same or similar facts.

De-Identified Data means data derived from Company Data that has been anonymized or aggregated with other data and that can no longer be used to identify a specific company or individual.

Dispute means any dispute, claim, or controversy arising from or relating to this Platform Agreement, including any incorporated terms.

Feedback means all feedback, suggestions, ideas, or enhancement requests you submit to us.

Fees means charges we impose on you for use of Services or your Torpago Account.

Financial Data means Company’s bank balance, transaction, and account information accessible to Torpago through Linked Accounts or Third-Party Services.

Fines means all fines, fees, penalties, or other charges imposed by an Issuer or regulatory authority arising from your breaching of this Platform Agreement (including the Card Terms) or other agreements you have with Torpago or an Issuer.

Issuer means the bank that is a member of the Card Network indicated on Cards and is responsible for issuing the Cards to you.

Linked Account means any account that is held with a financial institution or that provides financial data and is linked to or authorized for use through your Torpago Account.

Notice means any physical or electronic communication or legal notices related to this Platform Agreement that are provided to you, Users, or Administrators through text or SMS, email, your Torpago Account, or by other means.

Periodic Statement means the periodic statements identifying Charges, Fees, Fines, refunds, or other amounts owed or credited to your Torpago Account during each billing cycle.

Personal Data means data that identifies or could reasonably be used to identify a natural person.

Platform Agreement means this Platform Agreement as amended.

Prohibited Activities List means the list of prohibited business types and activities posted on our website as updated from time to time that may render Company ineligible for a Torpago Account.

Torpago or we means Torpago Business Corporation.

Torpago Account means your corporate account with Torpago that is used to access Services including reviewing expenses and managing Cards.

Torpago Data means all data developed or collected by Torpago through the development or provision of Services, Cards, or Third-Party Services, or generated or recorded by the Torpago Platform, but which does not include Company Data.

Torpago Property means the Services and related technology; Torpago Data; and copyrights, patents, trade secrets, trade or service marks, brands, logos, and other intellectual property incorporated into each of the foregoing.

Services means the expense and corporate Card management services and all other services provided by Torpago through your Torpago Account.

Third-Party Services means services and data provided by third parties connected to or provided through Services. Third-Party Services include accounting or expense management platforms (such as QuickBooks, Expensify, Xero, and NetSuite), payment processors and applications used to monitor Linked Accounts (such as Plaid).

Third-Party Service Provider means an affiliate or other third party that assists us in providing the Services to you, that supports our internal operations, or that provides other services related or connected to, or provided through the Services and a Torpago Account.

Users means any employees, contractors, agents, or other individuals permitted to use Services or Cards on your behalf.

Torpago Privacy Policy

Last Updated: February 1, 2020

This Privacy Policy describes how we collect and use data about individuals. In this Privacy Policy, "we", "our", and "us" refers to Torpago Business Corporation and "you" refers to the natural person visiting our website or using the Services provided by Torpago. "Personal Data" means data that identifies or could reasonably be used to identify you; other capitalized terms used in this Privacy Policy have the meaning provided below in Section 8. This Privacy Policy describes Torpago’s use of Personal Data that you provide to us. If you have any questions, please contact us.

1. Data That Torpago Collects

General. We collect Usage Data when you use the Services or our website. Collection of specific Usage Data depends on the manner in which you engage with our website and the Services. For example, we collect Usage Data when you visit our website (such as the IP address or browser type) or provide Personal Data to us through our website (such as providing us your name, email address, or phone number); and we collect transactional information when you access or use, or attempt to access or use the Services (such as using a Card to make a purchase). Usage Data may be personal to you or your Card, while other data may be provided to us by payment networks or other third parties. Collection of Usage Data is described in more detail below.

Visiting Our Websites. We collect Usage Data when you visit our website through the use of cookies or web beacons (also called pixel tags), through your browser, or through other web technologies. This Usage Data may include how much time you spend on particular pages, your preferences or selections on our website, or other data related to your interaction with our websites. Usage Data collected through our website helps us understand your preferences and improve our Services. You may limit our collection of this Usage Data through your browser settings, however doing so may affect or limit the features of the Services available to you. If you do not wish us to collect Usage Data through your use of our website, delete Torpago cookies from your computer and cease visiting Torpago’s website.

Using the Services. Our Services are contracted for by Companies for use exclusively by Employees. We collect Personal Data from Employees who control or open the Torpago Account for the Company, and on specific Employees who will be using the Services (such as collecting the name, email address, or phone number of an Employee who will be issued a Card). Where you do not provide Personal Data when required—or where if it is inaccurate, out-of-date, or unable to be validated—we may prohibit your or Company’s use of the Services.

2. How We Use Data

Improving Our Website, Products, and Services. We will use Personal Data and Usage Data to improve usability of our website and the Services, and to offer other Services we believe may be of interest to you. We may improve usability of the website and the Services by analyzing how you interact with our website and the Services (such as analyzing how you use tools made available to you or which links you click).

Providing the Services. We will use Personal Data to provide the Services the Company or its Employees request from us. This may require us to share Personal Data with third parties to complete or evaluate the risk of transactions initiated using products or services we provide. We may also share Personal Data with Third-Party Service Providers as directed by a Company or Employees.

Understanding Usage of the Services and Fraud Detection. We will use Personal Data and Usage Data to understand how Company or Employees are using the Services, and use this data to improve or change user experience. Usage Data may include location or mobile data used to service legitimate transactions, to detect potentially fraudulent or unauthorized transactions, or for internal reporting or analysis.

Reporting, Analyzing Performance, and Auditing. We or Third-Party Service Providers acting on our behalf will use Personal Data and Usage Data for reporting, analyzing performance, and performing audits that may be limited to specific Personal Data or Usage Data, or that may be aggregated. This may be done by using Personal Data or Usage Data on its own or in combination with Third-Party Data.

3. Sharing Data

We share Personal Data with Third-Party Service Providers or as requested by a Company or its Employees. We also share Personal Data with regulators, law enforcement, financial services providers, or other authorized third parties as required by law.

We may reasonably transform Personal Data into De-identified Data by anonymizing it or by aggregating or combining it with other data to mask its relation to particular individuals. De-Identified Data is no longer Personal Data and we may use De-Identified Data and share it publicly or with third parties without your permission.

We may add or change how or when we use affiliates or third parties to process Personal Data without notifying you, except that any use of Personal Data will be consistent with this Privacy Policy.

4. Consent

Your use of the Services or the website constitutes your consent to the uses of Personal Data described in this Privacy Policy. If you wish to revoke your consent, please do not visit our website and delete any cookies you may have on your devices and cease all use of the Services. Employee Personal Data provided by a Company or its Employees will be maintained by Torpago consistent with our practices and as required by law or the agreements we maintain with third-party service providers. When using certain products or services, the Company will need to formally close its Torpago Account and satisfy any outstanding obligations owed to us before an Employee can fully revoke consent to our use of Personal Data. Torpago, its affiliates, and its service providers may retain Personal Data to comply with governmental reporting obligations and other legal or regulatory requirements.

5. International Users and Personal Data Export

Our Services are operated from and directed toward Companies in the United States, for exclusive use by Employees. Any Personal Data we collect may be transferred to, processed, used, handled, and stored in the United States or other countries through our service providers. Personal Data protection laws in the United States may differ from those of the country you are located in and your Personal Data may be subject government requests or subpoenas, court orders, or law enforcement according to United States law.

By using the Services or visiting our website, you are consenting to the transfer, processing, use of, handling, and storage of Personal Data in the United States and as described in this Privacy Policy and in other agreements between Torpago and you.

6. Other Important Information About Data Usage

Security. We use organizational, technical, and administrative measures to protect Personal Data and Usage Data; however, no data security program is entirely secure. Please contact us immediately if you believe that your Personal Data, Usage Data or any other data provided to us is not secure or has been lost or stolen.

Advertising. We may use third parties to send advertisements on our behalf. These third parties may have access to limited Personal Data for the purposes of acting on our behalf but will not advertise unaffiliated products or services to you. They may also use cookies or similar tracking technologies to identify you through your browser usage. While you may disable some of these through blocking cookies in your browser, you may still be provided advertising as part of a broader marketing campaign. If you wish to not receive advertising emails from us, please contact us.

Use by Minors. We do not direct any of our Services to children under 13 years of age. Please do not provide any children’s Personal Data to us.

Changes to this Privacy Policy. We may change this Privacy Policy at any time by posting an updated version to our website. If we have an existing relationship with you or if you are an Employee, we may provide you or Company notices through our website or your Torpago Account; or provide notices directly to you using contact information provided to us. If we do not have an existing relationship with you—for instance, if you only visit our website—any notices we provide will be posted to our website. Any privacy notices we provide to you are effective 24 hours after we post them publicly or provide them to you.

7. Contacting Us

If you have any questions about how Torpago uses Personal Data or Usage Data, please contact us. If you prefer physical mail you can reach us at Torpago, Inc., Attn: Legal, 156 2nd St, San Francisco, CA 94105.

8. Defined Terms

Capitalized terms used in this Privacy Policy are defined as follows:

Torpago Account means the corporate account maintained by Company to use Services and manage Cards.

Cards means physical or virtual payment cards issued by a bank issuer and managed through your Torpago Account.

Company means a company that applies for the Services, opens a Torpago Account, and that authorizes Users to access and use Services.

De-Identified Data means data derived from Personal Data that has been anonymized or aggregated with other data and that can no longer be used to identify a specific individual.

Employees means the employees, contractors, and agents of a Company.

Services means the expense and corporate card management services, Cards and other services provided through your Torpago Account.

Third-Party Data means data provided by financial services providers, identity verification services, data aggregators, or other Third-Party Service Providers.

Third-Party Services means services provided by Third-Party Service Provider.

Third-Party Service Provider means an affiliate or other third party that assists us in providing the Services to you, that supports our internal operations, or that provides other services related or connected to, or provided through the Services and a Torpago Account.

Usage Data means information we collect when you visit our website and use the Services, and may contain Personal Data.

Prohibited Activities List

Revised March 2, 2020

Prohibited Businesses and Persons:

The following may not open or attempt to open an account with, or utilize services provided by Torpago:

Entities and persons listed on the specially designated nationals (SDN) list published by the United States Treasury Office of Foreign Asset Control; and

Entities and persons identified for comprehensive financial sanctions by the United States Department of State

Prohibited Activities:

Companies that are primarily engaged in the following activities will be prohibited for using Services:

Sale of Schedule I controlled substances with or without a pharmaceutical license, or sale of Schedules II-V controlled substances without a pharmaceutical license, where such schedules are defined by the United States Department of Justice, Drug Enforcement Agency (DEA);

Production, sale, or distribution of marijuana;

Production, sale, or distribution of guns, accessories, ammunition, and other weapons;

Gambling, betting, lotteries, sweepstakes, or games of chance;

Prostitution or escort services;

Sale of counterfeit or "gray market" goods or services;

Get-rich-quick schemes, multi-level marketing, or activities that may be considered unfair, deceptive, or abusive acts or practices (UDAAP);

Use of Torpago services for personal, family household use, or any non-commercial use;

Activities that are illegal or that Torpago, in its sole discretion, identifies as high-risk; or

Use of the Services in manner that is inconsistent or prohibited by the Platform Agreement.

Restricted Activities:

Companies that are engaged in the following activities may be required to provide additional information or documentation:

Purchase, sale, or mining of cryptocurrency;

Financial services providers including banks or bank affiliates, securities brokers, or money transmitters; or

Professional services including law firms or consulting firms.

Please contact us if you are unsure whether your business or activities are permitted by Torpago.



Restricted Countries:

The Torpago card is blocked from and cannot be used in the following countries:



Blocked countries: Cuba, Iran, Iraq, Papua New Guinea, Korea Democratic Peoples Republic, Sudan, Syrian Arab Republic, Zimbabwe, Afghanistan, Bosnia and Herzegovina, Belarus, Côte d'Ivoire, Democratic Republic of the Congo, Guyana, LAO Peoples Democratic Republic, Uganda, Yemen, Burundi, Central African Republic, Libya, Lebanon, Somalia, South Sudan, Ukraine, Venezuela, Vanuatu, Sudan, Democratic Republic of the Congo, Algeria, Angola, Panama, Myanmar, Liberia, Albania, Argentina, Azerbaijan, Balkans, Bangladesh, Belize, Bolivia, Brunei Darussalam, Cambodia, Cyprus, Dominica, Ecuador, Ethiopia, Ghana, Haiti, Herzegovina, Honduras, Indonesia, Kenya, Korea, Kuwait, Kyrgyzstan, Latvia, Liberia, Mongolia, Morocco, Namibia, Nepal, Nicaragua, Nigeria, Pakistan, Panama, Papua  New Guinea, Paraguay, Philippines, Qatar, Sao Tome and Principe, Sierra Leone, Sri Lanka, Suriname, Syria, Tajikistan, Tanzania, Thailand, Trinidad and Tobago, Turkey, Turkmenistan, Uzbekistan, and Vietnam  



Please contact us with any questions or concerns support@torpago.com.

SUTTON BANK CARD PROGRAM AGREEMENT

These Torpago Card Program Terms and Conditions (these “Terms”) represent an agreement between each Business Account Owner and Bank that governs the Torpago 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.

1.     DEFINITIONS

“Access Information” means collectively a PIN, online user name, 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 Sutton Bank, member Federal Deposit Insurance Corporation (“FDIC”).

“Business Account” means the records we maintain to account for the value for the funds available for associating with Cards issued at Business Account Owner’s or any Business Administrator’s request and the Card Accounts for such Cards.

“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, funding Card Accounts, and setting Card Account limitations (See Section 5.6 – Limitations).

“Card” means the Visa branded Torpago 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 by Bank for each Card associated with the Business Account that is requested by the Business Account Owner or any Business Administrator.

“Torpago” refers to Torpago, Inc., 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.

“Torpago Card Program” or “Program” means the program through which the Bank issues one or more Cards to Business Account Owner for use by Authorized Users to assist the Business Account Owner in managing corporate expenses.

“Torpago Agreement” means the separate agreement between the Business Account Owner and Torpago pursuant to which the Business Owner receives Torpago 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.

2.     ACTIVATING THE CARD

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 A CARD ACCOUNT, BY ACTIVATING EITHER A VIRTUAL OR PHYISCAL 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.TORPAGO.COM (THE “WEBSITE”) TO VIEW, PRINT, AND SAVE THESE TERMS AND OUR PRIVACY POLICY.

3.     IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A CARD ACCOUNT

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 ADMINSTRATOR’S AND PRINCIPAL OWNER’S DRIVER’S LICENSES OR OTHER IDENTIFICATION DOCUMENTS.

4.           BUSINESS DAYS

Our business days are Monday through Friday, excluding federal holidays, even if we are open. Any references to “days” found in this Agreement are calendar days unless indicated otherwise.

5.     CONSENT TO USE ELECTRONIC SIGNATURES AND COMMUNICATIONS

5.1.   Business Account Owner Consent. To the extent permitted by applicable law, Business Account Owner consents to use electronic signatures and to electronically receive all records, notices, statements, communications, and other items for all services provided to Business Account Owner and Authorized Users under these Terms and in connection with Business Account Owner’s relationship with us (collectively, “Communications”) that we may otherwise be required to send or provide Business Account Owner in paper form (e.g., by mail). By accepting and agreeing to these Terms electronically, Business Account Owner represents that: (1) Business Account Owner has read and understands this consent to use electronic signatures and to receive Communications electronically; (2) Business Account Owner satisfies the minimum hardware and software requirements specified below; and (3) Business Account Owner’s consent will remain in effect until Business Account Owner withdraws their consent as specified below.

5.2.   Business Account Owner’s Right to Withdraw Business Account Owner’s Consent. Business Account Owner’s consent to receive Communications electronically will remain in effect until Business Account Owner withdraws it. Business Account Owner may withdraw their consent to receive further Communications electronically at any time by contacting us at support@torpago.com.  If Business Account Owner withdraws their consent to receive Communications electronically, we reserve the right to close the Business Account and all associated Card Accounts and return the remaining Business Account and Card Account balances as set forth in this Agreement (in which case Authorized Users will no longer be able to use a Card or participate in the Program, except as expressly provided in this Agreement) or charge Business Account Owner a fee for paper copies of Communications. Any withdrawal of Business Account Owner’s consent to receive Communications electronically will be effective only after we have a reasonable period of time to process Business Account Owner’s withdrawal. Please note that Business Account Owner’s withdrawal of consent to receive Communications electronically will not apply to Communications electronically provided by us to Business Account Owner before the withdrawal of Business Account Owner’s consent becomes effective.

5.3.   Business Account Owner Must Keep Contact Information Current With Us. In order to ensure that we are able to provide Communications to Business Account Owner electronically, Business Account Owner must notify us of any change in their e-mail address by updating Business Account Owner’s profile on the Website.

We will attempt to communicate with you only by use of the most recent contact information you have provided to us. You agree that any notice or communication sent to you at an address noted in our records shall be effective unless we have received an address change notice from you.

We cannot accept responsibility for any email messages not received by you, or for any delay in the receipt or delivery of any email notifications. If you make your email account available to any other individual, you agree that you are responsible for any release of any Account information to such individual.

5.4.   Copies of Communications. Business Account Owner should print and save or electronically store a copy of all Communications that we send to Business Account Owner electronically. We reserve the right to assess a fee for any such paper copy.

5.5.   Hardware and Software Requirements. In order to access and retain Communications provided to Business Account Owner electronically, Business Account Owner must have: (1) a valid email address; (2) a computer or other mobile device (such as tablet or smartphone) that operates on a platform like Windows or a Mac environment; (3) a connection to the internet such as Internet Explorer 11 (or higher), Mozilla Firefox 30, Safari 7, or Chrome 29; (4) a Current Version of a program that accurately reads and displays PDF files, such as Adobe Reader version 7 or higher; (5) a printer to print out and save Communications in paper form or electronic storage to retain Communications in an electronic form; (6) a computer or device and an operating system capable of supporting all of the above. “Current Version” means a version of the software that is currently being supported by its publisher and that accurately reads and displays PDF files.

5.6.   Changes. We reserve the right, in our sole discretion, to communicate with Business Account Owner in paper form. In addition, we reserve the right, in our sole discretion, to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which we provide electronic Communications. Except as otherwise required by applicable law, we will notify Business Account Owner of any such termination or change by updating this Agreement on the Website or delivering notice of such termination or change electronically.



6.     CARD ACCOUNT TERMS

6.1    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.



6.2    Qualifying for and Establishing Business Account and Card Accounts.

6.2.1       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 Torpago 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 fund an Authorized User’s Card Account and otherwise administer the Business Account and associated Card Accounts;



(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) Accept the Bank Privacy Policy (available at: https://www.suttonbank.com/_/kcms-doc/85/49033/WK-Privacy-Disclosure-1218.pdf)  which is incorporated by reference into these Terms, and;



(v)  Provide us with the information requested to verify the identity of the Business Account Owner and its Business Administrator and Authorized Users.



6.2.2  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.

6.3    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.  Each Card Account is a national sub-account of the Business Account that will enable the Business Account Owner to track the balance of funds allocated to the Card linked to such Card Account.  The Card allows Authorized Users to access funds allocated 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.  Business Account Owner will not receive any interest on the funds in the Business Account or any Card Account.  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 nontransferable and may be canceled 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. The Bank may, in its sole discretion, limit the number of Cards that may be issued on behalf of the Business Account Owner.  The Business Administrator shall have full power and agrees to administer the Business Account and each Card Account only as described in this Agreement 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 Account with or without the consent of any Authorized User.  The Business Account Owner is the owner of all funds in the Business Account and allocated to any Card Account at all times and each Authorized User agrees that the Card shall only be used as authorized by the Business Account Owner.   Business Account Owner acknowledges and agrees that the value available in the Business Account and any Card Account is limited to the funds that have been added to the Business Account or allocated to any Card Account pursuant to these Terms.

6.4    Funding of the Business Account. Subject to the limitations set forth in this Agreement, Business Administrator may only add funds to the Business Account as described in this Section 6.4.  Business Administrator may not add funds to the Business Account by sending personal checks, cashier’s checks, or money orders to the Bank. The Bank will return all checks and money orders unless the Business Account has a negative balance, in which case the Bank may, in its sole discretion, apply the proceeds of the check or money order towards the negative balance of the Business Account. Business Administrator may provide such authorization and Business Account Owner’s Bank Account information via the Website.  Amounts debited from the Bank Account will be added to the Business Account and available for allocation to the Card Accounts generally within three (3) business days of when we receive the authorization and all required consents and information.  

6.5    Establishing Card Account Settings.  Only funds in the Business Account may be allocated to a Card Account and accessed utilizing a Card.  A Business Administrator may set certain limits (“Settings”) for each Card and the allocated Card Account 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 funds that may be allocated to a Card Account or 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.

6.6    Cancellation and Suspension. In addition to and without limiting our rights under this Agreement, a Business Administrator may suspend or cancel a Card Account at any time by changing the Settings on the Website (See Section 6.5 above). Upon the suspension or cancellation of a Card Account, the Authorized User may no longer be able to use the Card Account or the associated Card.

6.7    Transaction Requirements. Transactions approved and processed with the Card may only be used to purchase goods and services for business purposes only and not for personal, family or household purposes.  

6.8    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 the Bank’s Privacy Policy; (iii) agrees to the terms of this Agreement; and (iv) 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 Account and Authorized User may no longer use the Card.

6.9    Revocation of Business Administrator Privileges. Business Account Owner must notify us via e-mail at support@torpago.com to revoke permission for any Business Administrator to administer the Business Account and Card Account(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.

6.10  Revocation of Authorized User Privileges. A Business Administrator must modify the Settings on the Website or notify us via e-mail at support@torpago.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.

6.11  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 https://www.torpago.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.

6.12  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 Torpago Agreement (See https://www.torpago.com/).

6.13  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.

6.14  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 Account, 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 Account without a Business Administrator’s or Authorized User’s permission. Reporting a lost/stolen Card or unauthorized transactions by calling (866) 200-5650 or by logging into the Website (https://www.torpago.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 Account is blocked, Business Account Owner and Authorized User are responsible for all unauthorized transactions initiated and fees incurred from the unauthorized use of a Card.  Failure to promptly notify us could result in the Business Account Owner losing ALL of the money in the Business Account and the associated Card Accounts.  

6.15  Using A Card. Cards may not be used for ATM cash withdrawals, may not be used for Business payroll payments, and may be used for purchases within United States and Internationally, subject to restricted countries. Authorized User may use a Card to make purchases at any merchant that accepts Visa debit cards or debit cards of other networks in which the Bank participates, subject to the available Card Account balance, the transaction limits and transaction restrictions outlined below, and the other terms and condition of this Agreement. 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 authorizes us to reduce the value available in the Card Account by the amount of the transaction and any applicable fees. Authorized User is not allowed to exceed the amount of the available funds in the Business Account or allocated to his or her Card Account, whichever is less, through an individual transaction or a series of transactions. Nevertheless, if a transaction exceeds the amount of available funds in the Business Account or allocated to an Authorized User’s Card Account, 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 Account 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.

6.16  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. 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.

6.17     Transaction Limits. The maximum amount that can be spent using the Card Account is limited to lower of: (a) the limits set by a Business Administrator and (b) limits set forth by the Bank. The Bank’s limits are: (1) maximum amount that can be spent using a Card Account is $10,000 per transaction, $10,000 per day and $150,000 per month.  In order to protect the Card Account, we may temporarily impose limits on the dollar amount, number, and type of transactions performed using a Card and the Card Account. 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 Card Accounts.

6.18  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 the terms of this Agreement.

6.19  Responsibility for Authorized Transactions. Business Account Owner is responsible for all transactions initiated and fees incurred by use of a Card and Card Account. 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 and fees incurred by such person, even if they exceed the authorization granted. Business Account Owner will further be responsible for any transactions made and any fees incurred by the Authorized User even if the Authorized User exceeds the scope of the authority granted to such Authorized User by 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.

6.20  Card Account Balance. It is important to know the amount of available funds in the Card Account before performing a transaction with a Card. If there are not sufficient funds in the Card Account to cover the transaction amount, the transaction will be declined. If Authorized User does not have sufficient funds in the Card Account, Authorized User can request that the merchant charge a part of the purchase to the Card 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. Business Account Owner and Authorized User acknowledges and agrees that the funds available to perform transactions are limited to the available funds that have been added to the Card Account that are not subject to a hold.  Authorized User is not authorized to use any funds added to the Card Account in error. Any transaction that could create a negative balance for the Business Account or a Card Account is not permitted, but may occur in limited circumstances. Adjustments may be made to the Card Account to reverse an error, reflect a merchant adjustment, or resolve a dispute regarding a transaction posted to the Card Account. These processing and adjustment entries could cause the Business Account or Card Account to have a negative balance. If a Business Account or Card Account has a negative balance, Business Account Owner and Authorized User agrees: (a) that the balance of Business Account can be adjusted to reflect that amount;  (b) that we may automatically apply any subsequent deposits to the Business Account to satisfy the negative balance and (c) to pay us on demand by a personal check, money order, or other payment method authorized by us for the amount of the negative balance. If no future funds are added to the Card Account, we may send Business Account Owner a notice explaining the reason for the adjustment and requesting payment by a personal check, money order, or other payment method to satisfy the negative balance. Payments should be mailed to us at 156 2nd Street San Francisco, CA  94105 or the address stated in the applicable notice.

6.21  Transaction History. A Business Administrator may obtain information about the available funds in the Business Account or a Card Account and a 60-day history of the Card Account transactions on the Website.

6.22  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 Account. In addition, if a Business Administrator and Authorized User provide mobile phone number or other text message addresses to us, the Business Administrator and Authorized User expressly consent to receive text messages relating to the Card Account at that number or address. The Business Administrator and Authorized User may change the frequency of notifications at any time by updating their notification setting on the Website. Third-party data and message fees may apply.

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.

6.23  Transactions in Foreign Currencies. If an Authorized User makes a purchase using your Card in a currency other than in U.S. dollars, the amount deducted from the available funds in the Card Account will be converted by Visa into U.S. dollars. The applicable exchange rate will be selected Visa from the range of rates available in wholesale currency markets for the applicable central processing date, which may vary from the rate Visa itself receives or the government-mandated rate. The exchange rate used on the central processing date may be different than the rate that was in effect on the date you performed the transaction.

6.24  Receipts. Authorized User should get a receipt for each Card transaction. Authorized User agrees to retain, verify, and reconcile Card transactions and receipts.

6.25  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 available funds in the Card Account. 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.

6.26  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; and (f) as otherwise provided in Bank’s Privacy Policy. Business Account Owner, Business Administrator, and Authorized Users understand that by participating in the Program, Business Account Owner, Business Administrator, and Authorized Users consent to the collection, use, and disclosure of Business Account Owner, Business Administrator, and Authorized Users’ information as set forth in these Terms and Bank’s Privacy Policy available on the Website and at https://www.suttonbank.com/_/kcms-doc/85/49033/WK-Privacy-Disclosure-1218.pdf.

6.27  Replacement Cards. The expiration date of a Card is identified on the front of the Card. If there is a positive balance of funds in the Card Account upon expiration of a Card and the Card Account is in good standing, we may issue Authorized User a new Card.  We may also issue Authorized User a new Card when the Card expires even if there are no funds in the Card Account. 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.

6.28  Our Liability to Business Account Owner. If we do not complete an electronic fund transfer to or from a Card Account on time or in the correct amount according to these Terms, we may be liable to 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 in the Card Account 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.

6.29  Errors or Questions About the Business Account. Email Torpago at support@torpago.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 Torpago 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@torpago.com.

6.30  Errors or Questions About the Card Account Transactions. Email Torpago at  support@torpago.com as soon as a Business Administrator or Authorized User can if the Business Administrator or Authorized 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 Torpago 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@torpago.com.

6.31  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.

6.32  Severability and Waiver. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be deemed to be modified to the minimum extent necessary to make it valid and enforceable and the rest of this Agreement will not be affected. We do not waive our rights by delaying or failing to exercise them at any time.

6.33  Amendment. We may add to, delete, or amend this Agreement 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 this Agreement on the Website or delivering notice of changes to Business Account Owner electronically.

6.34  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.

6.35  Cancellation and Suspension. To the extent permitted by applicable law, we may cancel or suspend a Business Account, Card, Card Account, or this Agreement 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, Card Account, or this Agreement at any time by notifying Customer Service as provided below. Cancellation or suspension of this Agreement will not affect any of our rights or Business Account Owner’s, or any Business Administrator’s or Authorized User’s obligations arising under this Agreement prior to such cancellation or suspension. In the event that a Card Account is cancelled, closed, or terminated for any reason, a Business Administrator may request the unused balance to be returned to the Business Account or to Business Account Owner via a check to the mailing address we have in our records.

6.36      English Language Controls. Any translation of this Agreement 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.

6.37      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.

6.38      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.

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.

6.39  Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.

6.40  Indemnification. At our request, 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, 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 willful 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.

6.41  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.

6.42  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 this Agreement or as otherwise required by applicable law, we, our affiliates, and the parties with whom we contract in order to offer the Cards, 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 Accounts, or this Agreement (as well as any related or prior agreement that  Business Account Owner or Authorized Users may have had with us).

6.43  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 funds available in the Business Account or Card Account.  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.

6.44  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 5.42 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 Torpago, 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 6.41 (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.

7        IMPORTANT CONTACT INFORMATION



7.1    Contact Information for Customer Service. A Business Administrator and Authorized Users may contact us by calling (855) 957-2514 or by writing us at  support@torpago.com.



This cardholder agreement is effective February 14, 2020.



This card is issued by Sutton Bank, Member FDIC, pursuant to license from Visa U.S.A. Inc.

Torpago User Agreement

Revised March 2, 2020

This User Agreement is between you and Torpago Inc. and governs your use of the Cards and Services under the Platform Agreement entered into between Torpago and Company. Capitalized terms used in this User Agreement have the meaning provided below in Section 14.

References to Company refer to the Company responsible for managing the Cards provided to you and Company’ s associated Torpago Account used to manage Cards on your behalf. By using the Cards and Services available to you under a Torpago Account, you consent to this User Agreement and to receive all communications from Torpago electronically as described in this Agreement. We may update or replace this User Agreement with you by posting an updated version to our legal page.

SECTION 9 ALSO INCLUDES YOUR WAIVER TO CONSOLIDATED OR CLASS ACTIONS AND YOUR AGREEMENT TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION IN THE MANNER CONSENTED TO BY THE COMPANY UNDER THE PLATFORM AGREEMENT. PLEASE READ THIS CAREFULLY AND ONLY CONSENT TO THIS USER AGREEMENT IF YOU UNDERSTAND AND AGREE TO THIS PROVISION.

1. Use of Cards and Services, Statements

Prior to using Cards on behalf of a Company, you will need an Administrator to add you as an authorized User and provide you access to the Torpago Account. As a User on a Torpago Account, you are required to provide information about yourself—including your name, your email address, and your phone number—as well as create login credentials. We may also ask you to provide information that we may use to verify your identity, as well as additional information that we may require to permit you to use or continue to use Cards or Services.

You may only use Cards and Services for bona fide business purposes, such as making purchases on behalf of Company; you are prohibited from using Cards or Services for personal, household, or any other purpose unrelated to Company’s business. You are also prohibited from using Cards for the benefit of any individual, organization, or country where it is prohibited by US law or whose activities are identified on our Prohibited Activities List that we may update from time to time.

2. Securing and Monitoring your Cards

You will keep Cards and your login credentials secure and will immediately notify your Administrator or Torpago if you know or believe Cards or your login credentials have been compromised or stolen or may be misused. We may suspend your access to Services or Cards if we believe your Card or login credentials have been compromised, or if not doing so poses a risk to you, Company, Torpago, or any third parties.

You will review the Periodic Statement associated with your Cards on no less than a monthly basis and promptly report any unauthorized or fraudulent activity to your Administrator or Torpago.

3. Communicating with You, Text and Mobile Messages

Company has an established business relationship with Torpago. You will receive Notices to the email and mobile numbers provided to Torpago by you or Company. These Notices may include text or SMS messages providing information or alerts about Services, Cards, or transactions, and may allow you to provide information back to Torpago (such as sending a receipt from a transaction). You may elect to not receive certain Notices through the Torpago Account, but this will limit the use of certain Services and may increase the financial risks to the Company.

You are required to maintain an updated web browser and computer and mobile device operating systems to receive Notices correctly. You are responsible for all costs imposed by internet or mobile service providers for sending or receiving Notices electronically.

You consent to receiving Notices electronically to your mobile device and understand that this consent has the same legal effect as a physical signature. If you wish to revoke this consent, please notify your Administrator and contact us.

4. Ownership of Torpago Property, Feedback

Torpago and licensors own the incorporated Torpago Property. You may only use Torpago Property as provided to you and for the purposes provided in this User Agreement or as otherwise permitted by the Platform Agreement between Company and Torpago. You may not modify, reverse engineer, create derivative works from, or disassemble Torpago Property; or register, attempt to register, or claim ownership of Torpago Property or portions of Torpago Property.

Torpago grants you a nonexclusive and nontransferable license to use Torpago Property as provided through the Services and as permitted by this User Agreement. This license terminates upon termination of the Platform Agreement or this User Agreement unless terminated earlier by us.

Beta Services may be made available to you. Any Beta Services are provided to you AS IS and without warranty. We may use any Feedback about the Services or Beta Services freely and without restriction. Except where specifically notified by us, we will not compensate or credit you for Feedback you provide us.

5. Privacy and Use of Data

We may use any Personal Data you or Company provides to us for evaluating risk and deterring fraud, evaluating your eligibility to utilize the Cards or Services, internal reporting and analysis, and for any other purposes you or Company authorize or direct. Please review more details on our collection, use, and handling of Personal Data as described in our Privacy Policy and contact us if you have any questions.

Torpago and Third-Party Service Providers, Issuers and the Card Networks collect Personal Data and Usage Data through your use of the Services and Cards. We may use this data to provide Services to you and to assist in underwriting, identification verification, internal reporting and analysis, fraud prevention, dispute resolution, development of products and services, and as otherwise directed by you or Company. We may share this data with services providers and other third parties to provide Services and Cards, or as required by law or Third-Party Service Providers.

6. Term and Termination

Torpago may terminate this User Agreement, or suspend or cancel Cards, at any point and for any reason including where directed by the Company or an Issuer, for termination or suspension of the Torpago Account, or where we determine in our sole discretion that continuing to provide Services poses an unacceptable risk to you, Torpago, or third parties.

Sections 4 (Ownership Torpago Property, Feedback), 5 (Privacy and Use of Data), 6 (Term and Termination), 7 (Limitation of Liability), 8 (Governing Law, Venue, and Dispute Resolution), 9 (Legal Process), and 10 (Assignment); and any other provisions of this Agreement giving rise to continued obligations of the parties will survive termination of this this User Agreement.

7. Limitation of Liability

The Torpago Account is opened by and for the benefit of the Company. All Disputes related to your use of Services or Cards must be brought by the Company. Torpago is not liable to you for any direct, consequential, indirect, special, or punitive damages, lost profits, or revenue whether or not you advised us of their possibility. These limitations apply regardless of the legal theory on which your claim is based.

8. Governing Law, Venue, and Dispute Resolution

This User Agreement will be construed, applied, and governed by the laws of the State of California exclusive of its conflict or choice of law rules except to the extent that US Federal law controls. Subject to this, all Disputes will be resolved in the manner described in the Platform Agreement between Company and Torpago.

9. Legal Process

We may respond to and comply with any legal order we receive related to your use of the Services, including subpoenas or warrants. We are not responsible to you for any losses you incur due to our response to such legal order. We may take any actions we believe are required of us under legal orders, including holding funds or providing information as required by the issuer of the legal order. Where permitted, we will provide you reasonable Notice that we have received such an order.

10. Assignment

Torpago may assign, pledge, or otherwise transfer this User Agreement or its rights and powers under this User Agreement without providing you Notice. Any such assignee will have all rights as if originally named in this User Agreement instead of Torpago. You may not assign this User Agreement or rights provided, or delegate any of obligations.

11. Headings and Interpretation

Except where otherwise specified, all references to sections or provisions refer to this User Agreement or the applicable exhibit. The phrases including, for example, or such as do not limit the generality of the preceding provision; the word _or_ means either… or…; and provisions listing items and using and require all listed items.

This User Agreement, including incorporated agreements, comprises the entire understanding of the parties with respect to the subject matter described and supersedes all other proposals or previous understandings, written or oral, between the parties. Torpago may modify or amend this User Agreement upon Notice to you.

12. Changes to this User Agreement

We may modify this User Agreement or provide another agreement governing your use of Services and Cards or any portion of them by providing you Notice. Your continued use of Services or Cards constitutes your consent to the revised User Agreement.

Any waiver, modification, or indulgence that we provide to you or Company, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under this User Agreement for any other or future acts, events, or conditions. Further, any delay by Torpago in enforcing rights under this User Agreement does not constitute forfeiture of such rights.

13. Entire Agreement

This User Agreement, including the terms incorporated from the Platform Agreement, constitutes the entire understanding between you and Torpago for the subject matter described and no other agreements, representations, or warranties other than those provided in this User Agreement will be binding unless in writing and signed by Cardholder and Torpago.

14. Defined Terms

Capitalized terms used in this User Agreement are defined as follows:

Administrator means the authorized signer for Company that is authorized to manage the Torpago Account.

Beta Services means beta or pre-release products or services that may contain features and functionality that are incomplete or subject to substantial change or discontinuation.

Torpago or we means Torpago Inc.

Torpago Account means the corporate account maintained by Company to access Services including reviewing expenses and managing Cards.

Torpago Property means the Services and related technology; Torpago Data (as defined in the Platform Agreement); and copyrights, patents, trade secrets, trade or service marks, brands, logos, and other intellectual property incorporated into each of the foregoing.

Cards means physical or virtual payment cards issued by an Issuer and managed through Company’s Torpago Account.

Card Networks means the payment card networks including Visa or Mastercard.

Company means the company that applies for the Services, opens and maintains a Torpago Account, and that authorizes Users to access and use the Services.

Consolidated Action means class arbitrations, class actions, or other action brought between multiple parties based on the same or similar legal claims, or the same or similar facts.

Dispute means any dispute, claim, or controversy arising from or relating to this User Agreement or the Platform Agreement.

Feedback means all feedback, suggestions, ideas, or enhancement requests you submit to us.

Issuer means the bank that is a member of the Card Network indicated on Cards and is responsible for issuing the Cards to the Company.

Notice means any physical or electronic communication or legal notices related to this User Agreement or the Platform that are provided to you through text or SMS, email, your Torpago Account, or by other means.

Periodic Statement means the periodic statements identifying transactions and amounts owed or credited to the Torpago Account during each billing cycle.

Platform Agreement means the Platform Agreement between Torpago and Company, as amended.

Personal Data means data that identifies or could be reasonably used to identify a natural person.

Prohibited Activities List means the list of prohibited businesses and activities posted to our website and updated from time to time that may render Company ineligible for a Torpago Account.

Services means the expense and corporate card management services and other services provided by Torpago through your Torpago Account.

Third-Party Services means services and data provided by third parties connected to or provided through Services.

Third-Party Service Provider means an affiliate or other third party that assists us in providing the Services to you, that supports our internal operations, or that provides other services related or connected to, or provided through the Services and a Torpago Account.

Usage Data means information we collect when you visit our website and use the Services and Cards, and that may contain Personal Data.

User or you means the employee, contractor, agent, or other person executing this User Agreement who is authorized by Company to use Services or Cards under a Torpago Account.

User Agreement means this User Agreement as amended.

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