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Torpago Platform Agreement

Last Updated: December 29, 2022

This Platform Agreement is entered into between Company and Torpago and governs Company’s use of and access to the Services, the Torpago Account and the Torpago App. By submitting an Application to open a Torpago Account, Company consents to this Platform Agreement, including the applicable Card Terms. Capitalized terms used in this Platform Agreement are defined in Section 5.

USE OF AND ACCESS TO SERVICES, THE TORPAGO ACCOUNT AND THE TORPAGO APP ARE SUBJECT TO THIS PLATFORM AGREEMENT, WHICH INCLUDES AN ARBITRATION PROVISION. IF COMPANY DOES NOT AGREE TO ALL OF THE TERMS OF THIS PLATFORM AGREEMENT, INCLUDING THE ARBITRATION PROVISION, IT MAY NOT OPEN OR MAINTAIN THE TORPAGO ACCOUNT OR USE OR ACCESS THE SERVICES IN ANY MANNER. The individual that accepts or agrees to this Platform Agreement on behalf of Company represents and warrants that he or she has the authority to bind Company to this Platform Agreement.

1. The Torpago Platform
1.1 Services

The Services allow Company to issue and manage Cards for Users; manage expenses and reporting; access, use, and connect Third-Party Services through the Torpago Account; and access other functionality through the 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, a Third-Party Service Provider or required by laws, rules or regulations.

1.2 Applying for a Torpago Account

Company will need to provide certain information and documentation about Company, provide certain Personal Data and to connect at least one (1) commercial (non-consumer) Linked Account when submitting an Application for a Torpago Account and at any time thereafter, upon Torpago’s request. This may include, but is not limited to, business information (such as registered business name and state of incorporation for Company, the business address, tax identification number, ownership details, actual or anticipated revenue, the nature of the business, and details from Linked Accounts and other business information Company may request from time to time), Personal Data (such as the name, contact information, and date of birth of Administrators, Users, Principal Owners or beneficial owners), documentary information used to verify business and Personal Data (such as corporate registration certificate, proof of address, or personal identification), and any other information that may be required by the Issuer and the Card Terms to help the government fight the funding of terrorism and money laundering activities.

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

1.3 Managing the Torpago Account

Company must designate at least one (1) Administrator to manage the Torpago Account when submitting its 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 the Torpago Account; and perform other tasks on Company’s behalf. Company is responsible for any actions or failure to act on the part of Administrators, Users, and those using credentials issued to Users to access the Torpago Account. Company must ensure it has entered into an agreement with each Administrator or User that requires each such Administrator and User to comply with any terms and conditions set forth in the Platform Agreement and the Card Terms.

1.4 Security and Monitoring the Torpago Account

Company will keep the Torpago Account and Cards secure and only provide access to individuals that Company has authorized to use Cards on Company’s behalf. Company will immediately disable User access to the Services and terminate User’s ability to spend where Company knows or believes the Torpago Account or Cards have been compromised or stolen or may have been misused. Company will promptly notify Torpago of any unauthorized access or use. Torpago may help resolve unauthorized transactions using Cards, but Company is ultimately responsible for financial loss caused by Administrators, Users, or other persons that access the Services, the Torpago Account, or Cards, including Losses caused by any third party’s use of access credentials of Company, Administrator, or User. Torpago may suspend access to the Torpago Account or Cards if Torpago believes the Torpago Account or Cards have been compromised or that not doing so may pose a risk to Company, 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, or LLPs) may apply for a Torpago account. Consumers, sole proprietors, unincorporated partnerships, and companies registered outside the United States are not permitted to use, or attempt to open or use, a Torpago account.

The Torpago Account, Services, and Cards may only be used for Company’s bona fide business purposes. The 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. The Torpago Account, Services, and Cards are commercial in nature, and you acknowledge and understand that certain consumer protection laws (including the Electronic Funds Transfer Act or Regulation E) and consumer-specific rules (including payment network rules specific to consumers) do not apply to Torpago Account, Services, Cards or any transactions initiated with Cards.

Torpago will not approve and may close Torpago Accounts that Torpago knows or believes are engaged in any of the prohibited activities identified in the Prohibited Activities List. Where Company is engaged in certain restricted activities or high-risk activities, as determined by Torpago in its sole discretion, Torpago may require that Company provide additional information to open or maintain the Torpago Account. Torpago may update the list of prohibited or restricted activities at any time. Company agrees to review this regularly and contact Torpago with any questions about how this list may apply to Company's business.

Company agrees to furnish Torpago any financial statements Torpago may request from time to time, including audited financial statements and tax returns.

Torpago may require Company to maintain a designated minimum balance in its Linked Account(s) to use the Services. Company agrees to maintain such minimum balance in the applicable Linked Account(s).

Torpago may suspend or terminate access to the Torpago Account or Cards if Torpago believes this section was violated or if required by an Issuer. Company agrees to pay all Fines related to Company’s violation of this section.

1.6 Identification as Customer

Torpago may publicly reference Customer as a Torpago customer on the Website or in communications during the term of this Platform Agreement. Neither Company nor Torpago will express any false endorsement or partnerships. Company grants Torpago a limited license to use Company trademarks or service marks for this purpose. If Company prefers that Torpago not identify Company as a Torpago customer, Company may notify Torpago of such preference and Torpago will remove references to Company on the Website and in future communications.

1.7. Ownership and License

Torpago and licensors own all Torpago Property. Company, Administrators, and Users may use Torpago Property only as and for the purposes provided in this Platform Agreement and the Card Terms. Company 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 Company 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 Torpago.

1.8 Data

The Card Networks, Torpago, and Issuers collect Company Data through Company’s use of the Cards, the Services, the Torpago App and Third-Party Services. Torpago 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; (d) for development of products and services, including data products; and (e) as otherwise identified in the Privacy Policy or Issuer’s privacy policy.

Torpago provides Company Data to Issuers, Card Networks, and other third parties: (a) to provide the Services to Company, or as required by law or Card Network rules; (b) for internal analytics and reporting; (c) to obtain additional information about a Company; (d) to report Company performance to credit reporting agencies and credit rating agencies, where appropriate; and (e) as otherwise identified in the Privacy Policy or the Issuer’s privacy policy. 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. Torpago may use Company Data to identify Services, Third-Party Services, programs that Torpago believes may be of interest to Company, including as part of a rewards or benefits program.

Company grants 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

Some Cards may qualify for or earn rewards. Torpago may, in its sole discretion, determine when, how, and under what conditions Company or Users may qualify for or earn rewards. All rewards offered shall be subject to the Torpago Rewards Agreement.

1.10 Beta Services and Feedback

Torpago may make Beta Services available to Company. Notwithstanding anything to the contrary in this Platform Agreement, Beta Services are provided on an “AS IS” or “AS AVAILABLE” basis and without warranty, liability, or indemnity of any kind. The Beta Services may contain bugs, errors and other problems. Company assumes all risk and all costs associated with Company’s use of Beta Services. Torpago has no obligation to provide any maintenance, technical or other support for the Beta Services. Company agrees to hold harmless and indemnify Torpago Parties from and against any third party claims arising from or in any way related to Company’s use of the Beta Services.

Torpago welcomes Feedback from Company, and Company may be asked to provide Feedback in connection with its use of Beta Services. Company acknowledges and expressly agrees that any contribution of Feedback does not and will not give or grant Company any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of Torpago, and Torpago may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to Company and without retention by Company of any proprietary or other right or claim. Company hereby assigns to Torpago any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that Company may have in and to any and all Feedback. If for any reason it is needed, Company grants to Torpago a perpetual, non-revocable, royalty-free, worldwide license to use and/or incorporate Feedback in any of Torpago’s products or services at any time in Torpago’s sole discretion. Except where specifically notified by Torpago, Torpago will not compensate or credit Company for Feedback provided to Torpago.

1.11 Privacy

Collection, use, and handling of Personal Data is described in Torpago’s Privacy Policy, the terms of which are incorporated into and made a part of this Platform Agreement. Please review the Privacy Policy and contact Torpago with any questions.

1.12 Website and Platform Availability

Although considerable effort is expended to make the Website, the Platform and other operational and communications channels available around the clock, Torpago does not warrant these channels to be available or error free every minute of the day. Company agrees that Torpago will not be responsible for temporary interruptions in service, whether due to maintenance, website changes, failures, or otherwise.

Company agrees to act responsibly with regard to its use of the Platform and the Website. Company 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 or Platform’s systems or integrity.

Torpago shall not bear any liability, whatsoever, for any damage or interruptions caused by any “computer viruses” that may affect Company’s computer or other equipment. Torpago advises the regular use of a reputable and readily available virus screening and prevention software.

Company may not do (and will ensure no Administrator or User does) any of the following in connection with the use of the Services, unless applicable laws or regulations prohibit these restrictions or Company has Torpago’s express permission to do so, such as pursuant to the terms of any open source license Torpago may make available for use of any software that Torpago makes available on an open source basis:

• download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by Company’s, Administrator’s or User’s web browser for display purposes, or as otherwise expressly permitted in this Platform Agreement; • duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same; • use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services; • use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services or facilitated automated transactions on the Services; • access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same; • attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, profiles registered to other users, or the computer systems or networks connected to the Services; • circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services; • use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same; • introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into Torpago’s systems; • use the Services for illegal, harassing, unethical, or disruptive purposes; • violate any applicable law or regulation in connection with Company’s access to or use of the Services; or • access or use the Services in any way not expressly permitted by this Platform Agreement.
1.13 Third-Party Services

Torpago may provide access to Third-Party Services. These Third-Party Services are provided for convenience only and do not constitute Torpago’s approval, endorsement, or recommendation of any such Third-Party Services for Company. Company’s access to and use of Third-Party Services is based on its own evaluation and at its own risk. Company understands that use of any Third-Party Services is subject to separate terms and conditions outside of this Platform Agreement between Company and a third party. In addition, when Company uses Third-Party Services, its use is subject to the third party’s privacy policy and not Torpago’s Privacy Policy. If Company uses any Third-Party Services, it will be responsible for reviewing, understanding and accepting the terms and conditions associated with such use, including the third party’s privacy policy. Torpago expressly disclaims any and all responsibility and liability associated with Company’s use of Third-Party Services.

1.14 Mobile Applications

Company is responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that Company, its Administrator(s) and User(s) need to download, install and use the Torpago App. Torpago does not guarantee that the Torpago App can be accessed and used on any particular device or with any particular service plan. Torpago does not guarantee that the Torpago App will be available in any particular geographic location. As part of the Services and to update Company regarding the status of Services or transactions, Company, its Administrator(s) and User(s) may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to Company, its Administrator(s) and User(s) in connection with the Services through the Torpago App (“Push Messages”). Company acknowledges that, when it, its Administrator(s) or User(s) use the Torpago App, Company’s, Administrator’s and/or User’s wireless service provider may charge fees for data, text messaging and/or other wireless access, including in connection with Push Messages. Each Torpago App user has control over the Push Messages settings, and can opt in or out of these Push Messages within their mobile device’s operating system (with the possible exception of infrequent, important service announcements and administrative messages). Company and its Administrator(s) or User(s) are solely responsible for any fees, costs or expenses that are incurred to download, install and/or use the Torpago App on a mobile device, including for receipt of Push Messages.

The following terms and conditions apply to Company only if Company or its Administrator(s) or User(s) download the Torpago App from the Apple App Store. To the extent the other terms and conditions of this Platform Agreement are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to use of the Torpago App from the Apple App Store. Company acknowledges and agrees (and shall ensure each Administrator and User acknowledges and agrees) that this Platform Agreement is solely between Company and Torpago, not Apple, and that Apple has no responsibility for the Torpago App or the content thereof. Use of the Torpago App must comply with the Apple App Store’s applicable terms of use. Company acknowledges that Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the Torpago App. In the event of any failure of the Torpago App to conform to any applicable warranty, Company may notify Apple, and Apple will refund the purchase price, if any, for the Torpago App to Company. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Torpago App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Platform Agreement. Company and Torpago acknowledge that Apple is not responsible for addressing any claims of Company’s or any third party relating to the App or Company’s or its Administrator’s or User’s possession and/or use of the Torpago App, including, but not limited to: (a) product liability claims, (b) any claim that the Torpago App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. Company and Torpago acknowledge that, in the event of any third party claim that the Torpago App or Company’s or its Administrator’s or User’s possession and use of the Torpago App infringes that third party’s intellectual property rights, Torpago, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Platform Agreement. Company must comply with applicable third party terms of agreement when using the Torpago App. Company and Torpago acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this paragraph as the terms relate to use of the Torpago App, and that, upon Company’s acceptance of this Platform Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Platform Agreement against Company as a third party beneficiary thereof.

2. Payment Cards
2.1 Card Terms

Cards are issued by the Issuer identified on the back of physical Cards issued to Company, in the Card Terms, and relevant program materials provided to Company. This Platform Agreement and the Card Terms govern Company’s use of the Cards. Company may only use the Cards if Company, Administrators, and Users consent to the applicable Card Terms. Issuers may update Card Terms at any time by providing notice to Company through Torpago, and Company’s continued use of the Cards constitutes Company’s acceptance of the updated Card Terms. When a User opens, obtains or otherwise accesses a Card, Company will be able to manage the Card, view transaction history and other account information, perform certain transactions, and access various features of the Card using the Service. Company’s use of the Service is governed by this Platform Agreement, but the Card and any transactions initiated in connection with the Card (including transactions initiated through the Service) are covered by the Card Terms and this Platform Agreement.

2.2 Linked Accounts and Third-Party Services

Torpago will use Financial Data 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 Company. Company must maintain at least one (1) commercial (non-consumer) Linked Account held at a depository institution in the United States at all times and agrees that Torpago may directly debit the Linked Account for payment of all amounts due to Torpago as reflected in Section 2.7 below (ACH Authorization). Company may add or change Linked Accounts through the Torpago Account, provided that all Linked Accounts must be commercial (non-consumer) deposit accounts held at depository institutions within the United States. If Company does not have an active Linked Account or if Torpago is unable to debit or otherwise access information related to the Linked Account for any reason, Torpago may immediately suspend Company’s ability to use the Cards, access the Torpago Account, or otherwise use the Services. Use of specific Services or features may also require that Company permit Torpago to access Company Data through Third-Party Services.

Company grants Torpago, Issuer and their respective service providers the right to access information related to Linked Account(s) using Third Party Services on Company’s behalf and to link the Linked Account(s) to the Torpago Account, Services, and Cards. Third-party sites used to collect information from or related to Company’s Linked Account(s) shall be entitled to rely on the authorizations granted hereunder. For all purposes hereof, Company hereby grants to Torpago, Issuer and their respective service providers the right to access third-party sites to retrieve information, use such information, as described herein or in accordance with Torpago’s Privacy Policy or the Issuer’s privacy policy, with the full power and authority to do and perform each and every act and thing required and necessary to be done in connection with such activities, as fully to all intents and purposes as Company might or could do in person. COMPANY ACKNOWLEDGES AND AGREES THAT WHEN TORPAGO, ISSUER AND THEIR RESPECTIVE SERVICE PROVIDERS ACCESS OR RETRIEVE INFORMATION FROM THIRD-PARTY SITES, THEY ARE ACTING AT COMPANY’S REQUEST AND WITH COMPANY’S PERMISSION AND AUTHORIZATION.

2.3 Advance of Funds and Spending Limits

In connection with Company’s use of Services, Torpago agrees to advance to Company, as a loan, amounts due by Company to payees in connection with Company’s use of the Cards and the Torpago Account (“Credit”) in accordance with the terms and conditions of this Platform Agreement. Company agrees to pay Torpago back in full each month for all such Credit extended during the previous calendar month in accordance with the terms of this Platform Agreement.

Company’s aggregate spending limits are set by Torpago. Spending limits are dynamic and may be modified at any time without Notice to Company, including temporarily increases or decreases to Company’s spending limits or reducing spending limits to $0. Administrators may set User-specific limits or controls through the Torpago Account, but the aggregate spending limit for all Users may not exceed the total spending limit established by Torpago for Company.

2.4 Requesting and Replacing Cards; Lost or Stolen Cards

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

Company is responsible for all transactions made with a Card, even if the Card is lost, stolen or used for unauthorized transactions. As such, Company must immediately notify Torpago (See Section 4 for contact information), follow the notification requirements of the Card Terms 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 the Torpago Account. Replacement Cards may have new account numbers that will require Company to update the Card on file for any scheduled or recurring payments. If Company does not update the Card for scheduled or recurring payments, the transactions may not be completed. Company is solely responsible for updating Cards stored with merchants where account numbers have been changed.

2.5 Using Cards

A User cannot use a Card to perform transactions until the Administrator has activated the Card pursuant to the Card Terms. Torpago may, in its sole discretion, limit the number of Cards that may be issued in connection with the Torpago Account.

Users may only use Cards for bona fide business-related Charges and subject to any conditions and limitations set forth in the Card Terms and in this Platform Agreement. Company is responsible for selecting who in its organization should have access to Cards. Company agrees 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. Company is 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 or other harm caused by Charges that are denied or reversed.

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

2.6 Periodic Statements

Unless otherwise specified in writing by Torpago, Torpago will issue Periodic Statements on the 1st day of each calendar month for the prior calendar months’ activity. Company is responsible for payment in full of all amounts reflected on the Periodic Statements by the 5th day of each calendar month. Company’s Linked Account will automatically be debited for the full amount identified in the Periodic Statement in accordance with Section 2.7 below (ACH Authorization) and the Torpago Account will show the credit on the next business day after payment is received.

2.7 ACH Authorization

THIS SECTION PROVIDES TORPAGO WITH COMPANY’S AUTHORIZATION TO AUTOMATICALLY DEBIT LINKED ACCOUNTS FOR ALL AMOUNTS COMPANY OWES UNDER THIS PLATFORM AGREEMENT. PLEASE READ IT THOROUGHLY.

Authorization to Debit Linked Accounts. Company authorizes 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 Nacha Operating Rules & Guidelines. These debits are bound by Nacha rules for business-related ACH debits.

Manner and Timing of Payment. Torpago will debit Linked Accounts monthly and at any additional time that payment is due for all amounts owed to Torpago under this Platform Agreement. If Torpago cannot collect these amounts via ACH debit, Company agrees to immediately pay all amounts owed as directed by Torpago. Company also authorizes 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 Torpago has communicated to Company; or (b) Torpago determines in its sole discretion that Company poses or may pose an unacceptable risk to Torpago, Issuers, or third parties or no longer satisfies the underwriting criteria used to establish the spending limit for Company.

Withdrawing Authorization. To withdraw the debit authorization from a Linked Account, Company must provide Torpago sixty (60) days advanced notice and pay all amounts owed under the Torpago Account immediately, including all Charges, Fees and other amounts that may be included in future Periodic Statements. Withdrawal of a debit authorization does not terminate Company’s obligation to pay all amounts owed under this Platform Agreement or the Card Terms. Company will be responsible for all Losses, including costs of collections, under this Platform Agreement if amounts owed are not paid by Company as described in this Platform Agreement.

2.8 Payments, Set Off, Collections and Guarantees

In the event that Company does not have adequate available funds in a Linked Account designated as its primary account to cover the full amount due, as reflected by a Periodic Statement, Torpago is authorized to collect any deficiency from any other Linked Account; to set off from credits to the Torpago Account or any amounts due to Company; or to debit, collect or set-off from amounts in a Torpago Account that Company holds in its own name, jointly with a third party or opens in the future, even if Company’s original Torpago Account has been closed. This right may be exercised against Company, its affiliates, any assignees for the benefit of Company’s creditors, or receivers. This right will exist even if Torpago does not exercise it prior to the making, filing, or issuing an arbitration demand, court order, or other action.

Company agrees to pay all amounts owed to Torpago on demand. Any failure to pay the full amount owed to Torpago when required is a breach of this Agreement. In addition to the full amount owed, Company will be responsible for all costs or expenses that Torpago or Issuers incur collecting amounts owed but not timely paid, including attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, applicable interest at the maximum rate permitted under law, and any other related costs.

Company grants Torpago a lien and security interest in all funds in a Linked Account. This means that if Company does not pay funds that it owes to Torpago, Torpago has a right superior to the rights of any of Company’s other creditors to debit or withdraw funds from the Linked Accounts. Upon Torpago’s request, Company will execute and deliver any documents and pay any associated fees Torpago considers necessary to create, perfect, and maintain a security interest in such funds (such as the filing of a form UCC-1).

Torpago may require a personal or other guarantee (“Guaranty”) from Company’s Principal Owner or other guarantor and/or consumer credit reports, references and other information about such individuals. Upon request, Company shall provide Torpago with the applicable Guaranty and the authorizations required to obtain the guarantor’s credit reports from time to time in connection with providing the Services, collecting amounts due or enforcing Torpago’s rights under this Platform Agreement. A Guaranty consists of a legally binding promise by an individual or an entity to pay any amounts Company owes in the event that Company is unable to pay. If Company is unable to provide a Guaranty when required to do so by Torpago, then Company will not be permitted to use the Services.

2.9 Fees

Torpago will disclose Fees to Company when opening the Torpago Account or through the Website. Torpago may change Fees upon thirty (30) days' Notice to Company.

The following Fees currently apply to the Services:

• Returned Check or Returned Payment Fee: $38.00. This Fee may be charged when a payment is not processed the first time or is returned unpaid. • Late Fee: $38.00. This Fee may be charged each time Torpago does not receive the required payment due by the payment due date. • International Transaction Fee: .004% of each transaction. This Fee will be charged for Card use outside the U.S.

The application and payment of a Fee will not correct the situation which caused the Fee to be charged.

3. Additional Terms

3.1 Term and Termination

This Platform Agreement is effective when Company submits an Application for a Torpago Account and continues until terminated by either Company or Torpago, in accordance with this Platform Agreement.

Company may only terminate this Platform Agreement by paying all amounts owed and providing notice to Torpago. Company shall remain responsible for all Charges, Fees, Fines, and other Losses caused by Company’s action or inaction prior to terminating the Platform Agreement. If Company reapplies or reopens the Torpago Account or uses or attempts to use the Services or Cards, Company is consenting to the Platform Agreement in effect at that time. Torpago may terminate this Platform Agreement, or suspend the Torpago Account, Services or Cards, at any time, and in the case of termination, Torpago will use commercially reasonable efforts to provide Notice to Company.

In the event that the Card Terms are terminated for any reason, this Platform Agreement will immediately and automatically terminate.

Sections 1.4 (Security and Monitoring the Torpago Account), 1.8 (Data), 1.10 (Beta Services and Feedback), 1.11 (Privacy), 1.13 (Third-Party Services), 2.7 (ACH Authorization), 2.8 (Payments, Setoff, Collections and Guarantees), 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), and 3.9 (Legal Process); 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 Consent to Electronic Signatures, Notices and Communications

To the extent permitted by applicable law, Company consents to using electronic signatures and to receipt of Notices from Torpago under this Platform Agreement electronically. Company understands that it may not use the Services or Cards unless it consents to receive Notices electronically. By accepting the terms of this Platform Agreement electronically, Company represents that: (1) it has read and understood this consent to use electronic signatures and to receive electronic Communications; (2) Company and its Users satisfy the minimum hardware and software requirements for use of the Services and the Torpago App; and (3) Company’s consent will remain in effect until company withdraws its consent by notifying Torpago in writing in the manner specified in Section 4 below. If Company withdraws consent to receive Notices electronically, Torpago reserves the right to immediately close the Torpago Account without prior Notice.

Torpago will provide Notices regarding activity and alerts to the Torpago Account to the contact information provided to Torpago by Administrators and Users by email, via text or SMS and/or as Push Messages through the Torpago App. Notices affecting payment and legal terms will be sent to Administrators shall be considered received twenty four (24) hours after they are sent.

Torpago may send Notices to User's mobile phones through text or SMS to the phone numbers Administrators and Users provide. 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 the Torpago Account. Administrators and Users may elect to not receive certain types of Communications through the Torpago Account, but this will limit the use of certain Services and may increase the financial risks to the Company. Company will secure appropriate authorization to send text or SMS messages to Users on the Company’s behalf.

To receive Notices, Administrators and Users are required to maintain (1) a valid email address; (2) a computer or other mobile device (such as a tablet or smartphone) that operates on a platform like Windows or a Mac environment and is capable of supporting the requirements of this paragraph; (3) an updated web browser; (4) a connection to the Internet; (5) a program that accurately reads and displays PDF files; and (6) a printer to print and save Notices or electronic storage to retain Notices in electronic form. Administrators and Users are responsible for all costs imposed by Internet or mobile service providers for sending or receiving Notices electronically.

Contact Torpago immediately if an Administrator or User is or may be having problems receiving Notices. It is Company’s responsibility to ensure that Administrator and User profiles contain current and accurate contact information for each such individual. Any Notice that is sent to Company, Administrator or User at the contact information noted in Torpago’s records shall be effective unless Torpago has received an address change notice for such individual and has had a reasonable time to update its records.

3.3 Limitation of Liability

To the maximum extent permitted by law, and regardless of the legal theory on which the claim is based or whether Torpago was advised of the possibility of such damages, in no event will Torpago Parties be liable to Company for: (a) consequential, incidental, indirect, special, exemplary, or punitive damages, including damages for loss of profits, revenue, goodwill, use, data or for reputational harm or other intangible losses related to this Platform Agreement or Company’s use of or inability to use the Cards, Services or Torpago App; (b) physical injury or property damage, or any other Losses or harm arising from or related to this Agreement, whether or not Torpago was advised of their possibility by Company or third parties; (c) a maximum liability of the greater of the total amount of Fees actually paid by Company to Torpago in the three (3) months preceding the event that is the basis of the claim or $1,000; or (d) temporary interruptions in Service due to maintenance, website changes, or failures, extended interruptions due to failures beyond Torpago’s control, including, but not limited to, the failure of interconnecting and operating systems, computer viruses, forces of nature, labor disputes, armed conflicts or other events or conditions beyond Torpago’s control.

3.4 Representations and Warranties

By applying for a Torpago Account and by using the Services, Company represents and warrants that (a) Company is and will continuously throughout this Platform Agreement be duly organized, validly existing and in good standing under the laws jurisdiction in the U.S. of its formation, (b) Company is duly qualified and in good standing to do business in all jurisdictions where Company conducts its business; (c) Company and each of its designated Administrators have requisite organizational power and authority to conduct business, manage the Torpago Account and perform the obligations and responsibilities of an Administrator under this Platform Agreement, (d) Company is opening an account on behalf of a Company organized and registered in the United States and that Company is not opening an account as a consumer, sole proprietor or unincorporated partnership; (e) Company, Administrator and Users will not engage in activities prohibited by this Platform Agreement, and (f) 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 COMPANY AS IS AND AS AVAILABLE. TORPAGO DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES WITH RESPECT TO THE SERVICES, TORPAGO PROPERTY AND BETA SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NOTHING IN THIS PLATFORM AGREEMENT WILL BE INTERPRETED TO CREATE OR IMPLY ANY SUCH WARRANTY TO COMPANY.

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 COMPANY’S SPECIFIC NEEDS OR REQUIREMENTS; (C) THE SERVICES OR THE TORPAGO APP 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 OR TORPAGO APP WILL BE CORRECTED, EVEN WHEN TORPAGO IS ADVISED OF SUCH DEFECTS.

3.6 Indemnification

Company agrees to indemnify, defend and hold Torpago Parties harmless against Losses arising out of or relating to claims, proceedings, suits, or actions brought by or initiated against Torpago Parties by any third party including, without limitation, Losses due to: (a) Company’s 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 or Issuer; (b) for amounts owed by Company to third parties; (c) for acts or omissions of Company or its Administrators, Users, or other Company employees or agents; (d) for Company's use of Third-Party Services; (e) Fines; or (f) for disputes over Charges between Company and merchants.

Torpago reserves the right to assume the exclusive defense and control of any matter subject to indemnification by Company, in which event the Company will cooperate in asserting any available defenses.

3.7 Governing Law, Venue, and Jury Trial Waiver

This Platform Agreement will be construed, applied, and governed by the laws of the State of New York, consistent with the Federal Arbitration Act, 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 the borough of Manhattan, New York, New York. For the avoidance of doubt, Section 3.8 permits Torpago to pursue Disputes related to amounts past due under this Platform Agreement in any court of competent jurisdiction.

COMPANY UNDERSTANDS AND AGREES THAT, BY AGREEING TO THIS PLATFORM AGREEMENT, COMPANY IS GIVING UP ITS RIGHT TO: (A) HAVE A TRIAL BY JURY, (B) HAVE A COURT RESOLVE ANY DISPUTE BETWEEN COMPANY AND TORPAGO PARTIES; AND (C) 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 COMPANY AND TORPAGO PARTIES.

3.8 Binding Arbitration

Company and Torpago agree to first attempt to resolve Disputes in good faith and in a timely manner. Where no resolution can be found, except as otherwise provided in this Platform Agreement, the parties agree to resolve Disputes arising under or in connection with the Cards, Torpago Accounts, or this Platform Agreement exclusively through binding and confidential arbitration as provided in this Section 3.8,. 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 Torpago’s request. For the avoidance of doubt, this section applies to all Torpago Parties when a dispute related to this Platform Agreement is brought against them or when they are named as a co-party with Torpago in any controversy, dispute, demand, claim or cause of action subject to 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.

Notwithstanding the foregoing: (a) Disputes arising out of or relating to intellectual property rights or breach of confidential information will be resolved through litigation in accordance with Section 3.7; and (b) Torpago may choose to pursue a Dispute related to amounts due to it under this Platform Agreement in court, or may assign your account for collection, and in each case Torpago or a collection agency may pursue in any court of competent jurisdiction any claim that is strictly limited to the collection of past due amounts and any interest or cost of collection permitted by law or this Platform Agreement.

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”).

Either party may commence arbitration by providing a written demand for arbitration to AAA 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. Notwithstanding this agreement to arbitrate, nothing in this Platform Agreement affects the right of a party to seek emergency injunctive or other equitable relief in a state or federal court of law located in the federal judicial district of Torpago’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 Torpago’s principal place of business for such purpose; provided that a request for such interim measures shall not be deemed a waiver of the obligation to arbitrate.

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, except as may be required by law or for purposes of enforcement of the arbitration award, 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. Company agrees to the following in connection with any arbitration: (1) subject to Section 3.3 (Limitation of Liability), the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (2) 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.

This Section 3.8 will survive termination of the Torpago Account or this Platform Agreement as well as any voluntary payment of any debt in full by Company or bankruptcy by Company, or any bankruptcy by Torpago. With the exception of a prohibition of 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.

3.9 Legal Process

Torpago may respond to and comply with any legal order it receives related to Company’s use of the Services, including subpoenas, warrants, or liens. Torpago is not responsible to Company for any Losses incurred due to Torpago’s response to such legal order. Torpago may take any actions it believes are required under legal orders including holding funds or providing information as required by the issuer of the legal order. Where permitted, Torpago will provide Company reasonable Notice that Torpago has 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. Any such assignee or transferee will have all rights as if originally named in this Platform Agreement instead of Torpago. Company may not assign this Platform Agreement or rights provided, or delegate any of its obligations, without Torpago's express written consent.

3.11 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).

3.12 Changes to this Platform Agreement

Torpago may update or replace this Platform Agreement by posting an updated version to the Website or delivering Notice of a change electronically. Any Administrator’s or User’s continued use of the Services or Cards after such Website update or delivery of Notice constitutes Company’s consent to the revised Platform Agreement.

3.14 Waiver

Any waiver, modification, or indulgence that Torpago provides 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 its rights under this Platform Agreement does not constitute forfeiture of such rights.

3.15 Severability

If any provision contained in this Platform Agreement is or becomes invalid, illegal, or unenforceable in whole or in part in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the remaining provisions and portions of this Agreement, in such jurisdiction or the validity, legality or enforceability of such provision and this Agreement in any other jurisdiction.

3.16 Entire Agreement

This Platform Agreement, including any incorporated terms, constitutes the entire understanding between Company and Torpago for the subject matter described herein 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. Contacting Us

If you have any questions about this Platform Agreement or the Services, please email support@torpago.com, call 650-623-5429 or use the live chat feature within the Torpago App.

5. Defined Terms

Capitalized terms in this Platform Agreement are defined as follows:

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

“Application” means Company’s Application to open a Torpago Account.

“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 the Torpago Account.

“Card Network” means the applicable payment card networks, including Visa® or Mastercard® .

“Card Terms” means the agreement between Company and the applicable Issuer for use of Cards identified on Torpago’s Website and currently located at https://torpago.com/legal.html#suttonbank.

“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 Company initiates against a merchant for a transaction dispute with the merchant or where a Charge is unauthorized.

“Communications” mean records, notices, statements, communications and all other items for all services provided to Company under this Platform Agreement.

“Company” means the company that is applying for or has opened a Torpago Account to use the Services and manage Cards and entering into this Platform Agreement.

“Company Data” means information or documentation provided by 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 similar 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, demand, claim, controversy, or cause of action arising from or relating to the Cards, Torpago Accounts, or this Platform Agreement, including any incorporated terms.

“Feedback” means all feedback, comments, suggestions, ideas, or enhancement requests Company submits to Torpago for improvements to the Services, Torpago Account, Cards and Beta Services.

“Fees” means charges Torpago imposes on Company for use of Services or the 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, Card Network, Torpago or regulatory authority or other government agencies arising from or related to Company breaching this Platform Agreement, the Card Terms or other agreements Customer has 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 Company, and its successors, affiliates and assignees.

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

“Losses” means losses, damages, costs, fines, penalties, liabilities and expenses (including, without limitation, reasonable attorney’s fees).

“Notice” means any physical or electronic Communications or legal notices related to this Platform Agreement that are provided to Company, Users, or Administrators through text or SMS, email, posting on the Website, through the Torpago App, or by other means.

“Periodic Statement” means the periodic statements identifying Charges, Fees, Fines, refunds, or other amounts owed or credited to the 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 Torpago Platform Agreement as may be amended from time to time.

“Principal Owners” 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 Company and (2) one individual with significant responsibility for managing the Company 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.

“Privacy Policy” means Torpago’s privacy policy that is available on the Website and currently located at https://torpago.com/legal.html#privacypolicy.

“Prohibited Activities List” means the list of prohibited business types and activities posted on the Website at https://torpago.com/legal.html#prohibitedactivity, as updated from time to time, that may render Company ineligible for a Torpago Account.

“Torpago” means Torpago, Inc.

“Torpago Account” means Company’s corporate account with Torpago that is used to access Services including reviewing expenses and managing Cards.

“Torpago App” means the web or mobile applications of Torpago that are made available in connection with the Services.

“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 Parties” means Torpago and its subsidiaries, affiliates, predecessors, successors, and assigns and all of its and their respective employees, officers, directors, agents and representatives, in addition to any Third-Party Service Provider.

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

“Services” mean the expense and corporate Card management services and all other services provided by Torpago through Company’s Torpago Account.

“Third-Party Services” means services, products and data provided by third parties connected to or provided through Services. Third-Party Services may include, but are not limited to, accounting or expense management platforms (such as QuickBooks, Expensify, Xero, and NetSuite), payment processors and e-commerce platforms (such as Shopify or Magento), or applications used to monitor Linked Accounts (such as Plaid or Finicity).

“Third-Party Service Provider” means an affiliate or other third party that assists Torpago in providing the Services to Company, that supports Company’s internal operations, or that provides other products or services related or connected to, or provided through the Services and a Torpago Account.

“User Agreement” means the agreement between Torpago and each User, currently at https://torpago.com/legal.html#useragreement.

“Users” means any employees, contractors, agents, or other individuals authorized by Company’s Administrator to use Services or Cards on Company’s behalf.

“Website” means Torpago’s website, currently www.torpago.com or any successor site.

Torpago Privacy Policy

Last Updated: December 29th, 2022

This Privacy Policy describes how Torpago, Inc. (“Torpago”, “we”, “us”, or “our”) collects and uses data that you provide to us on our website and all other websites, mobile sites, applications, platforms and tools where this Privacy Policy appears or is linked, and through the use of our Services (defined in Section 1 below) (collectively the “Site”) and the choices you may have available regarding Torpago’s use of such data. . "Personal Data" means data that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household.

If you are accessing or using the Services or Site on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to this Privacy Policy, in which case references to “you” or “your” in this Privacy Policy will refer to both the individual and any such company or legal entity on whose behalf you are using the Sites or any of the Services.

By creating an account, providing information to us (by any means, whether in correspondence, via our Site, or otherwise), or continuing to use our services, you acknowledge that you have read, understood, and consent to be bound by this Privacy Policy.

IF YOU DO NOT AGREE WITH THIS PRIVACY POLICY OR OUR PRACTICES, YOU MAY NOT USE OUR SITE. THIS PRIVACY POLICY MAY CHANGE FROM TIME TO TIME AND YOUR CONTINUED USE OF OUR SITE CONSTITUTES YOUR ACCEPTANCE OF THOSE CHANGES. WE ENCOURAGE YOU TO REVIEW THIS PRIVACY POLICY PERIODICALLY.

1. Personal Data Torpago Collects About You

Using the Services. We provide physical or virtual payment cards issued by a bank issuer (“Cards”), expense and corporate Card management services, and other services (collectively, the “Services”) provided through a corporate account (“Torpago Account”) maintained by a company that applies for such Services (“Company”). Our Services are provided for use exclusively by Company’s employees, contractors, and agents (“Employees”). We collect Personal Data from the Employees who control or open the Torpago Account for the Company and on specific Employees who will use the Services or who will be issued a Card. If you or your Employees do not provide the Personal Data when required by Torpago — or if the Personal Data is inaccurate, out-of-date, or not validated—we may prohibit your or Employee’s use of the Services.

We may collect and use the following Personal Data:

Categories of Personal Data Specific Types of Personal Data Collected
Identifiers (e.g., a real name, alias, postal address, unique personal identifier, online identifier, Internet Protocol address, email address, account name, social security number, driver’s license number, passport number, or other similar identifiers) Name, email address, phone number, Internet Protocol address
Information that identifies, relates to, describes, or is capable of being associated with, a particular individual, including, but not limited to, his or her name, signature, social security number, physical characteristics or description, address, telephone number, passport number, driver’s license or state identification card number, insurance policy number, education, employment, employment history, bank account number, credit card number, debit card number, or any other financial information, medical information, or health insurance information. Name, email address, phone number
Characteristics of protected classifications under California or federal law (Age (40 years or older), race, color, ancestry, national origin, citizenship, religion or creed, marital status, medical condition, physical or mental disability, sex (including gender, gender identity, gender expression, pregnancy or childbirth and related medical conditions), sexual orientation, veteran or military status, genetic information (including familial genetic information). None
Commercial information (e.g., records of personal property, products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies) Records of products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies
Internet or other electronic network activity information (e.g., browsing history, search history, and information regarding a consumer’s interaction with an Internet Web site, application, or advertisement) Browsing history, browser type, IP address, search history, and information regarding a consumer’s interaction with an Internet Web site, application, or advertisement
Geolocation data (e.g. physical location or movements) None
Sensory data (e.g. audio, electronic, visual, thermal, olfactory, or similar information) None
Professional or employment-related information Registered business name and state of incorporation for Company, the business address, ownership details, actual or anticipated revenue, the nature of the business, financial information
Education information, defined as information that is not publicly available personally identifiable information as defined in the Family Educational Rights and Privacy Act (FERPA) (i.e. education records directly related to a student maintained by an educational institution or party acting on its behalf, such as grades, transcripts, class lists, student schedules, student identification codes, student financial information, or student disciplinary records) None
Sensitive Personal Data (e.g. Personal Data that reveals: (A) A person’s social security, driver’s license, state identification card, or passport number; (B) A person’s account log-in, financial account, debit card, or credit card number in combination with any required security or access code, password, or credentials allowing access to an account; (C) A person’s precise geolocation; (D) A person’s racial or ethnic origin, religious or philosophical beliefs, or union membership; (E) The contents of a person’s mail, email, and text messages unless the business is the intended recipient of the communication; (F) A person’s genetic data, including, the processing of biometric information for the purpose of uniquely identifying a consumer, Personal Data collected and analyzed concerning a consumer’s health, or a Personal Data collected and analyzed concerning a consumer’s sex life or sexual orientation.) Social security number, driver’s license, state identification card, or passport number; (B) A person’s account log-in, financial account, credit card number in combination with any required security or access code, password, or credentials allowing access to an account.
Inferences drawn from any of the information identified above to create a profile about a consumer reflecting the consumer’s preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and aptitudes None

2. How Personal Data is Collected

We mostly collect Personal Data directly from you—in person, by telephone, text or email and/or via our Site. However, we may also collect information:

  • From cookies on our Site
  • From publicly accessible sources
  • Directly from a third party (e.g. credit reporting agencies, referral sources, and other payment networks)
  • Via our IT systems, including automated monitoring of our Site and other technical systems, such as our computer networks and connections, communications systems, email and instant messaging systems

3. Cookies and Other Tracking Technologies

Cookies

Cookies are small text files of information stored by the Internet browser on your computer’s hard drive. We may use these cookies to collect general usage and volume statistical information. This may include: how much time you spend on particular pages; your browsing data in order to keep track of your preferences, profile information, or selections on our Site; or other data related to your interactions with our Site. Our cookies do not collect Personal Data or confidential information and are not spyware.

There are a number of different types of cookies that can be used in for collecting general usage and volume statistical information, however, our Site uses:

  • Essential – These cookies are necessary to the core functionality of our Site and some of its features, such as access to secure areas.
  • Performance and Functionality – These cookies are used to enhance the performance and functionality of our Site. For example, we may use these cookies so that we recognize you on our Site and remember your previously selected preferences. These could include what language you prefer and your geographic location. These cookies are nonessential to the use of our Site, however, without these cookies, certain functionality may become unavailable. A mix of first-party and third-party cookies are used.
  • Advertising – These cookies are used to make advertising messages more relevant to you. They prevent the same ad from continuously reappearing, ensure that ads are properly displayed for advertisers, and in some cases select advertisements that are based on your interests. We sometimes share online data collected through these cookies with our advertising partners. This means that when you visit another website, you may be shown advertising based on your browsing patterns on our Site.
  • Analytics and Customization –We use these cookies and technologies to analyze how the Site is accessed, used, or performing in order to improve your user experience and to maintain, operate and continually improve the Site. For example, we use Google Analytics on the Site to collect: page url/page title and user browser/system information, which includes browser type, referrer, language, java/flash support, IP address, and ad-serving data. For information on how Google Analytics collects and processes data, visit www.google.com/policies/privacy/partners/. To opt-out of Google Analytics, visit Google’s “How you can control the information collected by Google on these sites and apps” article available here.
  • Social Media – These are cookies used to connect our Site to a third-party social media platform. For example, these cookies enable you to share our Site’s content through third-party social networks and other websites. They remember your details after you sign in to a social media account from a website. These cookies may also be used for advertising purposes.
  • Unclassified – These are cookies that have not yet been categorized. We are in the process of classifying these cookies with the help of their providers.

Web Beacons

Our Site contains electronic images known as web beacons (sometimes called single-pixel gifs) and are used along with cookies to compile aggregated statistics to analyze how our Site is used and may be used in some of our emails to let us know which emails and links have been opened by recipients. This allows us to gauge the effectiveness of our customer communications and marketing campaigns. We use a third party to gather information about how you and others use our Site. For example, we will know how many users access a specific page and which links they clicked on. We use this aggregated information to understand and optimize how our Site is used.

Targeted Advertising

Targeted Advertising (also known as online behavioral advertising) uses information collected on an individual’s web browsing behavior such as the pages they have visited or the searches they have made. Third parties collect this information by placing or accessing cookies in your browser when you visit this Site, or other websites. If you would like to learn more about the third party advertisers that may be aware of the fact that you visit the Site, and to understand your choices about having such advertisers’ cookies turned off, please visit http://www.aboutads.info/choices/, http://www.youronlinechoices.com/, or http://www.networkadvertising.org/.

How to Manage Cookies.

You have the right to decide whether to accept or reject certain cookies. You may limit our collection of Personal Data through your browser settings, however doing so may affect or limit the features of the Services available to you. Essential cookies cannot be rejected, as they are strictly necessary to provide you with our Site. If you do not wish us to collect Personal Data through your use of our Site, delete Torpago cookies from your computer and cease visiting Torpago’s Site.

4. Do Not Track

We do not track users across the web and therefore do not respond to web browser “do not track” signals.

We do not authorize third parties to collect Personal Data from your visit of the Site for third party use without your consent.

5. Promotional Communications

We may use your Personal Data to send you updates (by email, text message, telephone or post) about our Services, including exclusive offers, promotions or new products or services.

We have a legitimate interest in processing your Personal Data for promotional purposes (see below “How and Why We Use Personal Data”). This means we do not usually need your consent to send you promotional communications. However, where consent is needed, we will ask for this consent separately and clearly.

We will always treat your Personal Data with the utmost respect and never sell or share it with other organizations outside Torpago for marketing purposes. We may use Third-Party Service Providers to send advertisements on our behalf. These Third-Party Service Providers 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.

You have the right to opt out of receiving promotional communications at any time by:

  • Contacting us by using one of the methods listed in the “Contact Us” Section below;
  • Using the “unsubscribe” link in emails or “STOP” number in texts; or
  • updating your marketing preferences on your Torpago Account.

We may ask you to confirm or update your marketing preferences if you instruct us to provide further Services in the future, or if there are changes in the law, regulation, or the structure of our business.

6. How and Why We Use Personal Data

Under data protection laws, we can only use your Personal Data if we have a proper reason for doing so, i.e.:

  • To comply with our legal and regulatory obligations.
  • For the performance of our contract with you or to take steps at your request before entering into a contract. 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 (see below “Sharing Data”) in accordance with the terms of this Privacy Policy to complete or evaluate the risk of transactions initiated using products or services we provide.
  • For our legitimate interests or those of a third party.
  • Where you have given consent.

A legitimate interest is when we have a business or commercial reason to use your information, so long as this is not overridden by your own rights and interests.

We use (process) your Personal Data for the following legitimate reasons:

  • Improving Our Website, Products, and Services. We will use Personal Data to improve usability of our Site and the Services, for the development of new products and services (including data products) and to offer other services we believe may be of interest to you, including services provided by 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 (“Third-Party Service Providers”). We may improve usability of the Site and the Services by analyzing how you interact with our Site and the Services (such as analyzing how you use tools made available to you or which links you click). We may offer other services and Third Party Services to existing and former customers, third parties who have previously expressed an interest in our services, and third parties with whom we have had no previous dealings.
  • Understanding Usage of the Services and Fraud Detection. We will use Personal Data to understand how Company or Employees are using the Services, for internal reporting or analysis to service legitimate transactions, to detect potentially fraudulent or unauthorized transactions, to prevent and detect criminal activity that could be damaging for us and for you, to conduct checks to identify Company and its Employees and verify their identity, and other processing necessary to comply with professional, legal and regulatory obligations that apply to our business.
  • Reporting, Analyzing Performance, and Auditing. We or Third-Party Service Providers acting on our behalf will use Personal Data for reporting, analyzing performance, and performing audits that may be limited to specific Personal Data (e.g. to make sure we are following our own internal procedures so we can deliver the best Service to you, to be as efficient as we can so we can deliver the best Service for you at the best price, to gather and provide information required by or relating to audits, enquiries or investigations by regulatory bodies, to ensure business policies are adhered to, external audits and quality checks).
  • Operational Reasons. We will use Personal Data for operational reasons such as improving efficiency, training and quality control, to prevent unauthorized access and modifications to systems, to update and enhance customer records, to determine eligibility for the Services and Cards and for credit reference checks via external credit reference agencies, for dispute resolution, to protect trade secrets and other commercially valuable information, to ensure the confidentiality of commercially sensitive information, to make sure that we can keep in touch with our customers about Services and new products and services, to ensure Company is likely to be able to pay for Card transactions, to maintain our accreditations so we can demonstrate we operate at the highest standards, and as required by law or Card network rules.

We may reasonably anonymize, aggregate, or de-identify Personal Data or combine it with other data to mask its relation to particular individuals. Such data will then be considered “De-Identified Data”. 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 for any purpose.

7. Sharing Data

We routinely share Personal Data with:

  • Credit reporting agencies;
  • Third-Party Service Providers, such as such as payment service providers, marketing agencies, website hosts, and Card networks and issuers; or
  • Third parties approved by Company or its Employees.

We only allow our Third-Party Service Providers to handle your Personal Data if we are satisfied they take appropriate measures to protect your Personal Data. We also impose contractual obligations on Third-Party Service Providers to ensure they can only use your Personal Data to provide Services to us and to you. We may also share Personal Data with external auditors, e.g. in relation to accreditation and the audit of our accounts.

We also share Personal Data with regulators, law enforcement, financial services providers, or other authorized third parties as required by law.

We may also need to share some Personal Data with other parties, such as potential buyers of some or all of our business or during a re-structuring. We will typically anonymize information, but this may not always be possible. The recipient of the information will be bound by confidentiality obligations.

Except as described in this Privacy Policy, we will not share your Personal Data with any other third party.

We may add or change how or when we use Third-Party Service Providers to process Personal Data without notifying you, except that any use of Personal Data will be consistent with this Privacy Policy.

8. How Long Your Personal Data Will Be Kept

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. We will keep your Personal Data while you have an account with us or while we are providing Services to you. Thereafter, we will keep your Personal Data for as long as is necessary:

  • To respond to any questions, complaints or claims made by you or on your behalf;
  • To show that we treated you fairly; or
  • To keep records required by law.

We will not retain your Personal Data for longer than necessary for the purposes set out in this Privacy Policy. Different retention periods apply for different types of Personal Data. Torpago, and its Third-Party Service Providers may retain Personal Data to comply with governmental reporting obligations and other legal or regulatory requirements.

When it is no longer necessary to retain your Personal Data, we will delete or anonymize it.

9. International Users and Personal Data Export

Our Services are operated from and directed toward Companies in the United States, for use by Employees exclusively in the United States. The Site is not intended for Site visitors outside the United States. Any Personal Data we collect will be transferred to, processed, used, handled, and stored in the United States or other countries through our Third-Party 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. In particular, you are advised that the United States of America uses a sectoral model of privacy protection that relies on a mix of legislation, governmental regulation, and self-regulation.

Where the laws of your country allow you to do so, by using the Services or visiting our Site or by providing your Personal Data, you are consenting to the transfer, processing, use of, handling, and storage of Personal Data in the United States which may not offer an equivalent level of protection to that required in the country where you reside as described in this Privacy Policy and in other agreements between Torpago and you. If you do not want your Personal Data transferred to the United States of America and any other country where we operate, please do not submit any information to us or use our Site or the Services.

10. Other Important Information

Security. We use reasonable and appropriate organizational, technical, and administrative measures to protect your information from unauthorized use, access, loss, misuse, alteration, or destruction. We endeavor to protect the Personal Data we receive, gather and store, by such means as password protection, firewalls and other means. We limit access to your Personal Data to those who have a genuine business need to access it. Those processing your Personal Data will do so only in an authorized manner and are subject to a duty of confidentiality. We also require that third party service providers acting on our behalf or with whom we share your Personal Data also provide appropriate security measures in accordance with industry standards. We also have procedures in place to deal with any suspected data security breach. We will notify you and any applicable regulator of a suspected data security breach where we are legally required to do so.

However, no data security program is entirely secure and we cannot guarantee the security of information you submit via our Site while it is in transit over the internet. Any such transmission of information by you over the internet is at your own risk. 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.

Use by Minors. We do not direct any of our Services to children under 18 years of age. If you are under 18, please do not do not use our services, access the Site, or provide any Personal Data to us.

If we learn that we have collected or received Personal Data from a child under 13 without verification of parental consent, in compliance with the Children’s Online Privacy Protection Act, we will purge such Personal Data from our database and cancel the corresponding accounts. If you believe we may have any information from or about a child under 13, please see our “Contact Us” Section below. Please visit the FTC's website at www.ftc.gov for tips on protecting children's privacy online.

Third Party Websites. If, in your interactions with the Site, you are linked or directed to, or click on, a third party website, we cannot control what information you may provide to that party or on that website, and we are not responsible for how that party may use or disclose any information you may provide to them. This is not as an endorsement by us of any third party website, content that may be offered on such third party website, or of any products or services provided by such third party. We do not control, nor are we responsible for, such third party website, product or service offerings. As such, we urge that you exercise caution before providing them with your Personal Data and to review the third party’s privacy policy for information on its data processing practices.

You should contact the site administrator for such third party website if you have any complaints, claims, concerns or questions regarding such third party website or its privacy practices.

Changes to this Privacy Policy. This Privacy Policy was published on the date “Last Updated” above. We may change this Privacy Policy at any time. Changes to this Privacy Policy will be made by posting an updated version to our Site. If we have an existing relationship with you or if you are an Employee, we may also provide you or Company notices through our Site or your Torpago Account; or provide notices directly to you using the contact information provided to us. Any privacy notices we provide to you are effective 24 hours after we post them publicly or provide them to you. Please visit this Privacy Policy regularly to read the current version.

11. Personal Information We Sold or Disclosed for a Business Purpose

In the preceding 12 months, we have sold to one or more third parties the following categories of Personal Data:

  • Identifiers (e.g., a real name, alias, postal address, unique personal identifier, online identifier, Internet Protocol address, email address, account name, social security number, driver’s license number, passport number, or other similar identifiers);
  • Information that identifies, relates to, describes, or is capable of being associated with, a particular individual, including, but not limited to, his or her name, signature, social security number, physical characteristics or description, address, telephone number, passport number, driver’s license or state identification card number, insurance policy number, education, employment, employment history, bank account number, credit card number, debit card number, or any other financial information, medical information, or health insurance information;
  • Characteristics of protected classifications under California or federal law;
  • Commercial information (e.g., records of personal property, products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies);
  • Biometric information;
  • Internet or other electronic network activity information (e.g., browsing history, search history, and information regarding a consumer’s interaction with an Internet Web site, application, or advertisement);
  • Geolocation data;
  • Audio, electronic, visual, thermal, olfactory, or similar information;
  • Professional or employment-related information;
  • Education information, defined as information that is not publicly available personally identifiable information as defined in the Family Educational Rights and Privacy Act (FERPA); and
  • Inferences drawn from any of the information identified above to create a profile about a consumer reflecting the consumer’s preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and aptitudes.

In the preceding 12 months, we have disclosed for a business purpose to one or more third parties the following categories of Personal Data:

  • Identifiers (e.g., a real name, alias, postal address, unique personal identifier, online identifier, Internet Protocol address, email address, account name, social security number, driver’s license number, passport number, or other similar identifiers);
  • Information that identifies, relates to, describes, or is capable of being associated with, a particular individual, including, but not limited to, his or her name, signature, social security number, physical characteristics or description, address, telephone number, passport number, driver’s license or state identification card number, insurance policy number, education, employment, employment history, bank account number, credit card number, debit card number, or any other financial information, medical information, or health insurance information;
  • Characteristics of protected classifications under California or federal law;
  • Commercial information (e.g., records of personal property, products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies);
  • Biometric information;
  • Internet or other electronic network activity information (e.g., browsing history, search history, and information regarding a consumer’s interaction with an Internet Web site, application, or advertisement);
  • Geolocation data;
  • Audio, electronic, visual, thermal, olfactory, or similar information;
  • Professional or employment-related information;
  • Education information, defined as information that is not publicly available personally identifiable information as defined in the Family Educational Rights and Privacy Act (FERPA); and

Inferences drawn from any of the information identified above to create a profile about a consumer reflecting the consumer’s preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and aptitudes.

12. Your Rights Under the California Law

You may have the right under the California Consumer Privacy Act of 2018 (CCPA), the California Privacy Rights Act of 2020 (CPRA), and certain other privacy and data protection laws, as applicable, to exercise free of charge:

Disclosure of Personal Data We Collect About You You have the right to know:

  • The categories of Personal Data we have collected about you;
  • The categories of sources from which the Personal Data is collected;
  • Our business or commercial purpose for collecting or selling Personal Data;
  • The specific pieces of Personal Data we have collected about you.

Please note that we are not required to:

  • Retain any Personal Data about you that was collected for a single one-time transaction if, in the ordinary course of business, that information about you is not retained;
  • Re-identify or otherwise link any data that, in the ordinary course of business, is not maintained in a manner that would be considered Personal Data; or
  • Provide the Personal Data to you more than twice in a 12-month period.

Personal Data Sold, Shared, Disclosed, or Used for a Business Purpose In connection with any Personal Data we may sell or disclose to a third party for a business purpose, you have the right to know:

  • The categories of Personal Data about you that we sold and the categories of third parties to whom the Personal Data was sold; and
  • The categories of Personal Data that we disclosed about you for a business purpose.

You have the right under the California Consumer Privacy Act of 2018 (CCPA) and certain other privacy and data protection laws, as applicable, to opt-out of the sale or disclosure of your Personal Data. If you exercise your right to opt-out of the sale or disclosure of your Personal Data, we will refrain from selling your Personal Data, unless you subsequently provide express authorization for the sale of your Personal Data. To opt-out of the sale or disclosure of your Personal Data, visit our homepage and click on the Do Not Sell My Personal Information link here: [URL].

Right to Limit Use and Disclosure of Sensitive Personal Data. You have the right to opt-out of the use and disclosure of your sensitive Personal Data for anything other than supplying requested goods or services.

To opt-out of the use and disclosure of your Personal Data, visit our homepage and click on the Limit the Use of My Sensitive Personal Information link here: [URL].

Right to Correction You have the right to request correction of inaccurate Personal Data maintained by us about you. Upon receipt of a verifiable request from you, we will use commercially reasonable efforts to correct the inaccurate Personal Data.

Right to Deletion Subject to certain exceptions set out below, on receipt of a verifiable request from you, we will:

  • Delete your Personal Data from our records; and
  • Direct any service providers to delete your Personal Data from their records.

Please note that we may not delete your Personal Data if it is necessary to:

  • Complete the transaction for which the Personal Data was collected, fulfill the terms of a written warranty or product recall conducted in accordance with federal law, provide a good or service requested by you, or reasonably anticipated within the context of our ongoing business relationship with you, or otherwise perform a contract between you and us;
  • Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity; or prosecute those responsible for that activity;
  • Debug to identify and repair errors that impair existing intended functionality;
  • Exercise free speech, ensure the right of another consumer to exercise his or her right of free speech, or exercise another right provided for by law;
  • Comply with the California Electronic Communications Privacy Act;
  • Engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when our deletion of the information is likely to render impossible or seriously impair the achievement of such research, provided we have obtained your informed consent;
  • Enable solely internal uses that are reasonably aligned with your expectations based on your relationship with us;
  • Comply with an existing legal obligation; or
  • Otherwise use your Personal Data, internally, in a lawful manner that is compatible with the context in which you provided the information.

Protection Against Discrimination You have the right to not be discriminated against by us because you exercised any of your rights under the CCPA. This means we cannot, among other things:

  • Deny goods or services to you;
  • Charge different prices or rates for goods or services, including through the use of discounts or other benefits or imposing penalties;
  • Provide a different level or quality of goods or services to you; or
  • Suggest that you will receive a different price or rate for goods or services or a different level or quality of goods or services.

Please note that we may charge a different price or rate or provide a different level or quality of [goods and/or services] to you, if that difference is reasonably related to the value provided to our business by your Personal Data.

13. How to Exercise Your Rights

If you would like to exercise any of your rights as described in this Privacy Policy, please:

  • Call us, toll-free, at 650-623-5429 or
  • Contact us using one of the methods provided below (see “Contact Us”).

Please note that you may only make a CCPA-related data access or data portability disclosure request twice within a 12-month period.

In order for us to process your request, you will need to provide us with:

  • Enough information to identify you (e.g., your full name, address and customer or matter reference number);
  • Proof of your identity and address (e.g., a copy of your driving license or passport and a recent utility or credit card bill); and
  • A description of what right you want to exercise and the information to which your request relates.

You may use a representative, called an "authorized agent," to submit a request to us. An authorized agent means a natural person, or a business entity registered with the California Secretary of State, that you have authorized to act on your behalf. In order to protect your privacy, Torpago requires you to confirm that you have provided the authorized agent permission to submit the request and you must provide the authorized agent with signed permission. "Signed" means that the written attestation, declaration, or permission has either been physically signed or provided electronically pursuant to the Uniform Electronic Transactions Act. An authorized agent that has power of attorney pursuant to California Probate Code section 4121 to 4130 must submit proof of statutory power of attorney, but consumer verification is not required. Torpago may deny a request from an authorized agent that does not submit proof that they have been authorized to act on your behalf. Requests submitted by an authorized agent will still require verification of the person who is the subject of the request in accordance with the process described above.

We are not obligated to make a data access or data portability disclosure if we cannot verify that the person making the request is the person about whom we collected information, or is someone authorized to act on such person’s behalf.

Any Personal Data we collect from you to verify your identity in connection with you request will be used solely for the purposes of verification.

14. Contacting Us

If you have any questions about this Privacy Policy or the information we hold about you, please contact us by post, email, or telephone. Our contact details are shown below:

Torpago, Inc., Attn: Legal, 631 Folsom, Unit A San Francisco CA 94107 support@torpago.com

Torpago Rewards Addendum

Last Updated: January 1, 2023

1. Important Information

This Torpago Rewards Addendum (“Addendum”) is subject to the Torpago Platform Agreement (“Agreement”) between Company and Torpago Inc., the terms of which are incorporated by reference into this Addendum. Capitalized terms used in this Addendum and not otherwise defined in this Addendum are defined in Section 4 of the Agreement.

Torpago offers the ability for Company to earn cash back rebates (“Rewards”) on purchases completed using Company’s Torpago Cards (“Rewards Program”). Participation in the Rewards Program and the opportunity to earn Rewards are offered at the sole discretion of Torpago and subject to Company’s compliance with this Addendum. Torpago reserves the right, at any time and without prior notice, to cancel, suspend, or make changes to the Rewards Program at any time, including through supplementing this Addendum with conditions, disclosures, and agreements that will be considered part of this Addendum. Additionally, Torpago may, at its discretion, prohibit Company from earning Rewards, using Rewards Company has already earned, or using any features of the Rewards Program.

2. Notice of Changes to Rewards Program

Torpago will provide Company with Notice if there is a change to the rate at which Company earns Rewards or if Torpago limits the amount of Rewards Company can earn. Torpago will send this Notice to Company in in accordance with the terms of the Agreement. Company understands and agrees that Torpago can make these changes at any time.

3. Cancellation of Enrollment

Torpago reserves the right to cancel or suspend a User’s participation in the Rewards Program without prior notice to Company or User for any actual or suspected abuse of the Rewards Program, including, without limitation: (a) actual or attempted fraud relating to the Card or the Rewards Program; (b) any attempted sale, exchange or transfer of Rewards; or (c) any violation of the terms of this Addendum. In addition, Torpago reserves the right to cancel or suspend the Rewards Program, at any time, without prior notice. Torpago will advise Company as soon as Torpago deems practical of any cancellation or suspension of the Rewards Program. Company is responsible to notify the affected User.

4. How Company Can Earn Rewards; Exceptions

Company will earn Rewards when Company and/or Users use Torpago Cards to make qualifying purchases of products and services, minus Chargebacks or refunds (collectively, the “Eligible Purchases”). Buying products and services with Company’s Torpago Cards, in most cases, will count as an Eligible Purchase; however, the following types of transactions won’t count and won’t earn Rewards.

  • Returned charges
  • Credits to the Torpago Account or Card
  • Refunded transactions
  • Disputed transactions
  • Cash transactions (e.g. ATM access, which is not permitted)
  • Travelers checks, foreign currency, money orders, wire transfers or similar cash-like transactions
  • Lottery tickets, casino gaming chips, race track wagers or similar betting transactions
  • Any checks that access Company’s Account
  • Interest
  • Unauthorized or fraudulent charges
  • Fees of any kind, including an annual fee, if applicable, and
  • Any activities prohibited on the Prohibited Activities List

Company Rewards will be provided as a credit on Company’s Periodic Statements on a monthly basis no later than the end of the calendar month following the month in which the qualifying transaction occurred. Rewards accrual will begin upon activation of Company’s Card(s).

5. What Company Will Earn

Company will earn Rewards on qualifying purchases according to monthly spend volumes. Company earns the indicated percentage of Rewards only for the amount of qualifying Eligible Purchases. The eligible Rewards percentage is displayed within the Torpago Account dashboard.

On occasion, Torpago may offer Company ways to earn bonus Rewards through special promotions. Company will find out more about such special promotions at the time of the offer. The additional terms represented by these special promotions will be considered to be part of this Addendum.

6. Prohibitions

earning Rewards or set off against Rewards Company has already earned that have not yet been reflected on Company’s Periodic Statement if:

  • Company doesn’t timely pay the Fees due on Company’s Torpago Cards as set forth in the Agreement
  • Company’s Linked Account balance, or the balance on any Torpago Card is negative
  • A purchase is charged back, refunded, disputed or otherwise reversed
  • Torpago suspects that Company has engaged in fraudulent activity related to Company’s Account or the Rewards Program; or
  • Torpago suspects that Company has misused the Rewards Program in any way.

Torpago may also debit Company’s Linked Account or any other bank account that Company has on file with Torpago to recover Rewards amounts already paid to Company for any of the reasons described above. Subject to Torpago’s right to cancel or suspend the Rewards Program, Company can begin earning and using Rewards again in the next billing cycle after Company’s Torpago Account and Linked Account become current or when Torpago no longer suspects fraud or misuse.

7. How Company Could Lose its Rewards; Fees

Company’s accrued Rewards do not expire as long as Company’s Linked Account and Torpago Account are both open; however, Company will immediately lose any Rewards that have been accrued but not yet reflected on Company’s Periodic Statement if Company’s Linked Account or Torpago Account status changes (e.g. is suspended or closed), or Company’s Linked Account or Torpago Account is closed, for any of the following reasons:

  • • Company doesn’t timely pay the Fees due on Company’s Torpago Cards as set forth in the Agreement;
  • • Company fails to comply with this Addendum or the Agreement;
  • • Torpago believes Company may be unwilling or unable to pay Company’s debts on time
  • • Company files a petition as debtor in any bankruptcy, receivership, reorganization, liquidation, dissolution, or insolvency proceeding, or are the subject of an involuntary petition in any such proceeding
  • • Torpago believes that Company has engaged in fraudulent activity related to Company’s Torpago Account or the Rewards Program; or
  • • Torpago believes that Company has misused Company’s Torpago Account, the Torpago Cards or the Rewards Program in any way.

Torpago may also debit Company’s Linked Account or any other bank account that Company has on file with Torpago to recover Rewards amounts already paid to Company for any of the reasons described above.

If Company’s Torpago Account or Torpago Card is inactive for forty-five (45) days or more, meaning Company has not accrued enough Rewards to be entitled to a distribution to Company’s Periodic Statement, Torpago may deactivate the Rewards Program with respect to Company’s Torpago Account or Torpago Card. If Torpago does so, Torpago may charge Company’s Torpago Account an administrative fee equal to the amount of undistributed Rewards Company has accrued through the date of deactivation. Company will not earn Rewards during any period in which the Rewards Program has been deactivated. Company must contact Torpago customer service in order to reactivate the Rewards Program; however any fees already charged are nonrefundable.

If Company’s Torpago Card or Torpago Account is closed for any other reason, or if Torpago cancels the Rewards Program, Torpago may credit any accrued but undistributed Rewards earned up to the 15th of the month against Company’s final closing balance.

If any Eligible Purchase is returned or refunded, Torpago will deduct from the existing Rewards balance the amount of Rewards previously earned for such Eligible Purchase. In the event Company does not have a current Reward balance, Torpago will deduct the amount of Rewards previously earned for such Eligible Purchase from a future Rewards balance on the Torpago Card. If there is no future Rewards balance or if Company’s Torpago Card or Torpago Account is closed, Torpago reserves the right to invoice Company for the amount of Rewards previously earned for such Eligible Purchase and such amount shall be immediately due and payable.

8. Other Important Information

Rewards are not considered Company’s property and are generally not transferrable upon death, as part of a legal settlement, or as part of a domestic relations issue. Rewards accrual is not transferrable to other programs. Company cannot transfer or move accrued but undistributed Rewards unless expressly provided for in this Addendum or the Agreement. Additionally, such Rewards cannot be transferred by operation of law, such as in bankruptcy.

Every effort has been made to ensure that the Rewards are accurate. Torpago is not responsible for errors or omissions in Rewards accruals or distributions, including but not limited to inaccuracies due to computer errors, late or incorrect data submissions, or any loss incurred that may arise in connection with the use of the Card(s). Questions or disputes regarding Rewards accrual and or/redemption shall be resolved by Torpago in its sole discretion.

Company participation in the Rewards Program may result in the receipt of taxable income from Torpago and Torpago may be required to send to Company, and file with the IRS (or applicable state taxing authorities), a Form 1099-MISC (miscellaneous income). Company is responsible for any tax liability and for complying with any tax return or other reporting requirements related to participating in the program. Please consult Company’s tax advisor if Company has any questions about the tax implications of participating in the program.

9. Indemnification by Customer and Cardholders.

By participating in the Rewards Program, Company agrees, except as stated below, to release, discharge, and indemnify Torpago, the Card Network, and their respective parent company, affiliates, employees, officers, directors, successors and assigns all claims, damages, liability, including but not limited to physical injury and death and costs, including but not limited to attorney fees, arising from the Company’s participation and each User’s participation in the Rewards Program. This release, discharge and indemnification shall not apply to any loss or damage that resulted due to the gross negligence or willful misconduct of Torpago, the Card Network and their respective parent company, affiliates, employees, officers, directors, successors and assigns. Torpago may require an indemnification from the User to participate in the Rewards Program. Company further agrees that neither Torpago, the Card Network or any person or entity fulfilling the Rewards redemption is responsible for any income reporting, tax withholding or tax consequences to Company or the User as a result of the redemption of Rewards and Company shall indemnify and hold Torpago, the Card Network and any person or entity company involved in the Rewards redemption harmless for any loss, cost or expense that Company or the User may incur as a result.

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

IMPORTANT: These Terms include resolution of disputes by arbitration instead of in court and class action waiver. PLEASE READ CAREFULLY.

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). The Business Account Owner hereby acknowledges that nothing in these Terms establishes a customer relationship between Bank and any person besides the Business Account Owner, including, without limitation, the Business Administrator or any Authorized User. The Business Account Owner further acknowledges that Authorized Users are its agents and accepts sole responsibility for ensuring that Authorized Users comply with these Terms or any terms or conditions governing Card use established by Account Owner.

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 includes all Card Accounts.

“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 6.2 – Qualifying for and Establishing a Business Account and Card Accounts).

“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 that portion of the Business Account that the Business Administrator has given an Authorized User the ability to access pursuant to the procedures set forth in this Agreement..

“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 Business Account Owner and (2) one individual with significant responsibility for managing the Business Account Owner 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.

“Website” means: www.torpago.com


2. ACTIVATING THE CARD
No Authorized User may use a Card until the Business Administrator has activated that Card pursuant to these Terms.


3. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A BUSINESS 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 ACCOUNT OWNER: 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 PRINCIPAL OWNER THAT WILL ALLOW US TO IDENTIFY THE BUSINESS ACCOUNT OWNER AND ITS PRINCIPAL OWNERS. WE MAY ALSO ASK TO SEE A COPY OF EACH 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 the 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. BUSINESS 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; and

(iv) Provide us with the information requested to verify the identity of the Business Account Owner.


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; and

(ix) The Business Account 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 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. The funds available for funding the Business Account are limited to the available funds that have been deposited by Business Administrator at Bank. When the Business Account Owner enters into a Torpago Agreement, Torpago will deposit funds at Bank. When the Card is used for making a purchase, we will receive a transaction authorization request from the merchant. Upon receipt of the transaction authorization request, we will communicate with Torpago to determine if the Business Account Owner is authorized to fulfill the transaction authorization request. If Torpago notifies us that Business Account Owner is authorized to conduct such transaction, then the funds required for the transaction are added to your Card Account, and the transaction will be authorized, and your Card Account will be debited for the authorized amount of the purchase. If Torpago notifies us that the Business Account Owner is not authorized to conduct such transaction, then no funds are added to your Card Account and the transaction will be declined. The Torpago Agreement will govern your liability to Torpago for all transactions on the card.


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 terms of this Agreement; and (iii) provides or agrees that a Business Administrator may provide all requested information, such as the Authorized User’s name, email address, and such other information as we may request from time to time (collectively, “User Information”). Business Account Owner represents and warrants that all information, including User Information, provided to us from time to time is truthful, accurate, current, and complete. Business Account Owner 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 and PIN Security.
When selecting a PIN for physical Cards, a Business Administrator and Authorized Users should not use numbers or words that appear in their wallets (e.g., their date of birth, address, or social security number). Authorized Users must memorize their PINS and not share them with anyone. Do not write the PIN on a Card or keep it in the same location as the Card. 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 is 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 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 $250,000 per transaction, $1,000,000 per day and $4,000,000 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 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 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. For the avoidance of doubt, Business Account Owner accepts sole and complete responsibility for obtaining all such consent(s) and agrees to notify us promptly of any changes in the applicable contact information. 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. For the avoidance of doubt, Business Account Owner accepts sole and complete responsibility for obtaining all such consent(s) and agrees to notify us promptly of any changes in the applicable contact information.


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 Consent to Emails and Automated Text Messages.
By accepting and/or using the Card Account and/or Card, Business Account Owner, Business Administrator, and Authorized User represent to us that they are the owner of the email address, mobile phone number, and any other contact information they have provided, and they consent to the receipt of emails or text messages from us, the applicable card network, and any of its or their respective affiliates or agents regarding the Card, the Card Account, or transfers to or from the Card Account. Business Account Owner and Authorized User agree that we, the applicable card network, and any of its or their respective affiliates or agents may use automatic telephone dialing systems or prerecorded messages to call, email, or send SMS messages to any phone number or email address provided by a Business Account Owner or Authorized User. Business Account Owner and Authorized is responsible for any fees or other charges that their wireless carrier may charge for any related data, text, or other message services. Business Account Owner also agrees it is responsible for notifying us of any change to the contact information it has provided. For the avoidance of doubt, Business Account Owner accepts sole and complete responsibility for obtaining all such consent(s) and agrees to notify us promptly of any changes in the applicable contact information for Business Account Owner, Authorized User, and Business Administrator.


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


6.26 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.


6.27 Confidentiality.
The privacy and security of non-public personal information is very important to us. We safeguard the information we receive regarding the employees and agents of our business customers in a manner consistent with how we safeguard customer information. Business Account Owner agrees that we. may disclose information to third parties regarding the Business Administrator, any Authorized User, the Business Account, or Card transactions: (a) as necessary to effect, administer, or enforce the Card transaction requested; (b) to protect against or prevent actual or potential fraud, unauthorized transactions, or other liability; (c) as necessary to comply with government agency or court orders; or (d) as permitted and required by applicable law.


6.28 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.


6.29 Our Liability to Business Account Owner.
If we do not complete a transfer of funds 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.


6.30 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.


6.31 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 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.


6.32 Assignment.
To the extent permitted by applicable law, we may assign these Terms without obtaining Business Account Owner’s 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.


6.33 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.


6.34 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. By continuing to participate in the Program, Business Account Owner agrees to be bound by the updated Terms.


6.35 Entire Terms.
These Terms constitutes the entire and sole agreement between Business Account Owner and us with respect to the Program and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Program.


6.36 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 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.


6.37 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.


6.38 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.


6.39 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.


6.40 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.


6.41 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 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.


6.42 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.


6.43 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).


6.44 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.


6.45 DISPUTE RESOLUTION BY BINDING ARBITRATION.
For any and all controversies, disputes, demands, claims, or causes of action between Business Account Owner and us (including the interpretation and scope of this Section 6.45 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 6.43 (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 May 18, 2022.

This card is issued by Sutton Bank, Member FDIC, pursuant to license from Visa U.S.A. Inc. Visa is a registered trademark of Visa, U.S.A. Inc. All other trademarks and service marks belong to their respective owners.

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.

This credit is issued and administered by Torpago, Inc.

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