Business Card Agreement
This Agreement explains the current terms and conditions of your Business Card Account, which is issued by Patriot Bank, N.A. (Issuer, we, us, and our). This Business Cardholder Agreement (“Agreement”) sets forth the terms of your Business Card Account. Your Card is issued by Patriot Bank N.A., Member FDIC, pursuant to a license from Mastercard International, Inc. See Section 23 below for other important definitions. Execution of this Agreement and/or use of the Card is acceptance of the terms and conditions set forth herein. Please read this Agreement carefully and keep a copy for your records.
1. Acceptance of this Agreement
You accept this Agreement and consent to all the terms and conditions set forth if you, an Executive Representative, or an Authorized User (i) click “The Checkbox” below, (ii) use the Account, or (iii) if you do not cancel your Account within 30 days after receiving a Card. You may, however, reject the “Arbitration” section as explained below without rejecting this entire Agreement. If you are an Authorized User and/or Executive Representative, you also accept this Agreement and consent to all its terms and conditions.
2. Your Credit Line and Account
We will tell you the credit line for your Account. We also may set a Master Transaction Limit for the total amount of outstanding transactions across all products offered by Issuer. You must keep your Account balance below your Account credit line and any Master Transaction Limit. If you do not, we may request immediate payment of the amount by which you exceed your Account credit line and/or Master Transaction Limit. We may make changes to your Account credit line and/or your Master Transaction Limit at any time without notice. We may delay increasing your available credit by the amount of any payment that we receive for up to 15 days.
You may use your Account to make charges for purchases at merchants accepting a Card and any other transactions that we make available to you. However, we may choose not to authorize any charge for security or other reasons and may do so in our sole discretion. We will not be liable to you if we decline to authorize a charge or if anyone refuses your Card or Account number. You must use your Account only for commercial or business purposes. You may not use your Account for illegal transactions or in a manner inconsistent with this Agreement. No other person other than you and any Authorized User is permitted to use the Account or the Card, and you must take reasonable steps to prevent others from doing so; provided however, you are responsible for the usage of any person you permit to use the Card, including any Authorized User.
3. Authorized Users
You may request additional Cards for Authorized Users. Authorized Users do not have accounts with us, but they can use your Account subject to the terms of this Agreement. You are responsible for all charges made by any Authorized User, regardless of whether you intended to be responsible for such charges. You must promptly notify us if you wish to cancel the authority of an Authorized User to use your Account and follow any instructions that we provide. If you are an Authorized User and have not already consented to the terms of this Agreement, then you provide such consent if you use a Card or do not return a Card provided to you within 30 days of receipt.
4. Your Payments
You promise to pay all charges, fees, and other amounts arising from or related to your Account, including charges you make, even if you do not present your card or sign for the charge, charges that other people make if
you let them use your Account, and charges that Authorized Users make or permit others to make. You must pay the full Amount Due shown on each of your statements no later than by its Payment Due Date. Issuer may elect to offer you an option to pay for a charge or group of charges (a “Purchase Plan Transaction”) in three installments approximately one, two, and three months respectively after the charges(s) for such Purchase Plan Transaction. In such case, Issuer may individually bill a Purchase Plan Transaction, in which case you must pay the Amount Due for each installment, plus any applicable fees, no later than by its Payment Due Date as communicated by Issuer, which may be on your statement or in a separate communication. Alternatively, Issuer may elect in its sole discretion to include the Purchase Plan Transaction installment amounts, plus any applicable fees, in your Amount Due on your Account statements for the periods in which such amounts are due.
You authorize us to apply payments and credits at our discretion, including in a manner most favorable or convenient for us. If applicable law requires that payments and credits be applied in a certain order, then we will do so.
5. How to Make Payments
You must pay us for all amounts due on your Account. This includes transactions made by any Authorized Users. You must pay in U.S. dollars. Do not send cash. All checks must be drawn on funds on deposit in the
U.S. at a U.S. depository institution. We may refuse to accept a payment in a foreign currency. If we do accept it, we will charge your Account our cost to convert it to U.S. dollars. We can accept late payments, partial payments or payments marked “payment in full” or with any other restrictive endorsement without losing any of our rights under this Agreement.
You must make your payments in accordance with the terms contained on your billing statement. If you mail your payment to an address other than the address designated on your billing statement, there may be a delay in processing and crediting the payment to your Account. If a third party makes a payment on your Account and we return all or a part of such payment, then we may adjust your Account for any amount returned. We have the right to defend ourselves in connection with any demand to return funds we have received and may agree to a compromise of the demanded amount as part of a settlement.
Unless you and we agree to alternative payment arrangements, you authorized us to debit all amounts due on each due date for the Account from any Linked Bank Account. Without limiting the foregoing, you authorize us to initiate debit or credit entries to any Linked Bank Account through the Automated Clearing House (“ACH”) system for amounts due pursuant to this Agreement. You authorize us to debit any Linked Bank Account in any order we choose in our sole discretion. In the event of an error in processing a debit or credit, you authorize us to correct the error by crediting or debiting the relevant account in the amount of such error on or after the date such error occurs. You further authorize us to reinitiate any debits that are rejected, returned, or otherwise dishonored. These authorizations shall remain in effect until the fulfillment of all your obligations under this Agreement. You acknowledge and agree to be bound by National Automated Clearinghouse Association’s rules for business-related ACH debits. You also represent and warrant that (i) you own each Linked Bank Account and all funds in such account(s) and (ii) each Linked Bank Account is a demand deposit account established and used for commercial or business purposes and is not used for any personal, family or household purpose.
6. Fees
You agree to pay the fees as set forth in this Agreement. The amount of each fee will be charged to your Account on the date it is due to us. When a fee is charged to your Account, your available credit will be reduced by the amount of the fee.
Transaction Fee. Each time there is a purchase or cash advance transaction on your Account, we will assess a transaction fee equal to the amount, if any, indicated in Issuer’s mobile application or website, or in your initial credit offer.
Late Fee. If we do not receive the full Amount Due shown on your statement by its Payment Due Date, then we may assess a late fee equal to the amount, if any, indicated in Issuer’s mobile application or website, or in your initial credit offer.
Returned Payment Fee. If any payment submitted on your account is returned or dishonored, including without limitation for nonsufficient funds, then we may assess a returned payment fee equal to the amount, if any, indicated in Issuer’s mobile application or website, or in your initial credit offer.
Foreign Currency Transaction Fee. If any charge on your Account is made in a currency other than U.S. dollars, then we may assess a foreign currency transaction fee up to the amount, if any, indicated in Issuer’s mobile application or website, or in your initial credit offer. This fee is in addition to any cost that you may incur due to the conversion procedures used by the Card Network. Please see “Transactions Made in Foreign Currencies” for details and other important information about charges made in foreign currencies.
Notwithstanding the foregoing, in no event shall any fee or portion of such fee be assessed if prohibited by applicable law. If any fee or portion of a fee set forth above is finally determined to be prohibited by applicable law, then we will not assess such fee or portion of such fee and will credit your Account for any amounts received that otherwise would have been prohibited by applicable law.
7. Transactions Made in Foreign Currencies
If you make a charge in a currency other than U.S. dollars, the Card Network will convert it into a U.S. dollar amount. The Card Network will use its own currency conversion procedures. The conversion rate in effect on the processing date may differ from the rate in effect on the transaction date that appears on your statement.
8. Data Privacy
You acknowledge and agree to our Privacy Policy, which is available at https://bankpatriot.com/PatriotBank/media/Documents/Privacy_Policy_2022.pdf, and Parker Group, Inc.’s Privacy Policy, which is available at https://getparker.com/privacy-policy.
9. Default
You are in default under this Agreement if:
you do not comply with the terms of this Agreement, including without limitation failing to make a required payment when due, exceeding your Account credit line or Master Transaction Limit, or using your Card or Account for an illegal transaction or transaction not permitted by the networks or the terms set forth herein.
you file bankruptcy or another insolvency proceeding is filed by you or against you.
we have a reasonable belief that you are unable or unwilling to repay your obligations to us.
you provide false or misleading information to us.
you default under any other agreement you have with us; or
you die or are legally declared incompetent or incapacitated.
If you are in default, then we may declare the entire balance of your Account immediately due and payable without notice, except to the extent required by law. We also may suspend your ability to make charges
and/or cancel or suspend any feature or service associated with your Account . If we use an attorney to collect your Account or to enforce any of our rights after default, then we may charge you our legal costs to the extent permitted by law. These may include reasonable attorneys’ fees, court or other collection costs, and fees and costs of any appeal.
10. Notice of Loss, Theft or Unauthorized Use
If you, an Executive Representative, or any Authorized User knows of or suspects the loss, theft, compromise or possible unauthorized use of a Card or Account, you must contact us immediately by calling 844-558-0071 or following any instructions on your statement.
11. Unauthorized Use
You are liable for all unauthorized charges on your Account unless:
The unauthorized charge occurred after you provided us with notice that a Card for your Account had been lost, stolen, compromised, or involved in other unauthorized use, as required by this Agreement, and we had a reasonable amount of time to act upon such notice.
You are a natural person, or less than ten (10) Cards have been issued on your account, in which case your liability for unauthorized charges shall not exceed the lesser of $50 or the amount of money, property, labor, or services obtained by unauthorized use before you notified us of such unauthorized use; or
You are eligible for other protection from unauthorized charges under the Card Network's rules and you have met all conditions for such protection, in which case your liability will be limited in accordance with such Card Network’s rules.
12. Disputes Regarding Charges on Your Account
You shall use your best efforts to resolve all disputes directly with any merchant, including without limitation, disputes involving purchase price discrepancies, quality, warranty, or performance issues. All charges must be paid in full regardless of disputes, except to the extent otherwise required by applicable law. If you have questions or wish to dispute a charge, you must provide us with notice in writing no later than 60 days from the billing date of such charge. If you do not provide notice within this time, charges will be considered final and binding even if there was an error or basis for dispute. If we determine that a charge qualifies for a chargeback to the merchant, then we will initiate a chargeback under the Card Network rules. Any accepted chargeback will be credited to your Account. You will not pursue any claim against or reimbursement from a merchant if we have credited your account for a chargeback. You will remain liable for any charge that cannot be charged back to the merchant.
13. Communications
You authorize us to contact you by phone, electronic mail, or text message at any phone number or address you provide, including without limitation contacting you using automatic telephone dialing systems and/or prerecorded/artificial voice messages, and you authorize such contacts even if it involves a wireless telephone and/or results in charges to you. Additionally, you authorize our service providers, debt collectors, collection attorneys, and other third parties working for us to contact you using these methods. You also agree that we may monitor and/or record our calls with you. You agree that any written notice or disclosure, required by law or this Agreement, may be mailed or e-mailed to the mailing address or e-mail address we have on file for you. It is your sole responsibility to provide and maintain your current mailing address, email address, and other contact information with us.
14. Credit Reporting
You authorize us to obtain reports about the condition and/or creditworthiness of your business and to investigate such matters by making direct inquiries of businesses where you have accounts and other counterparties with which you interact. These authorizations are effective throughout the term of this Agreement and do not terminate until you have paid us all that you owe on your Account.
15. Closing Your Account
You may close your Account at any time by contacting us and destroying or returning the cards to us. You will remain responsible for any amounts you owe us under this Agreement and your Account, and this Agreement will not terminate until you pay all that you owe us under this Agreement. We may close, cancel, suspend or not renew your Account at any time without notice and for any reason.
16. Governing Law
This Agreement is governed by applicable federal law and by Connecticut law (without regard to conflicts of law principles). However, in the event you default, and we file a lawsuit to recover funds loaned to you, the statute of limitations of the state where the lawsuit is filed will apply, without regard to that state’s conflicts of law principles or its “borrowing statute.”
17. Changes to this Agreement
We may change the rates, fees and terms of this Agreement from time to time, which may include adding, modifying or deleting any term to this Agreement. If required by law, we will give you advance written notice of the change(s) and a right to reject the change(s). Oral modifications to this Agreement are not permitted.
18. Legal Notices
All notices relating to legal actions, including bankruptcy notices, must be sent to us at 401 Broadway Room 701 New York, NY 10013. Legal notices sent to any other address will not satisfy any legal requirement that you provide notice to us.
19. Arbitration
RIGHT TO REJECT ARBITRATION. IF YOU DO NOT WISH YOUR ACCOUNT TO BE SUBJECT TO THE FOLLOWING ARBITRATION PROVISION, YOU MUST ADVISE US IN WRITING AT 401 BROADWAY ROOM 701 NEW YORK, NY 10013. YOU MUST CLEARLY PRINT OR TYPE YOUR NAME AND ACCOUNT NUMBER AND STATE THAT YOU REJECT ARBITRATION. YOU MUST GIVE WRITTEN NOTICE; IT IS NOT SUFFICIENT TO TELEPHONE US. WE MUST RECEIVE YOUR LETTER OR E-MAIL WITHIN SIXTY (60) DAYS AFTER THE DATE YOUR ACCOUNT IS ESTABLISHED OR YOUR REJECTION OF ARBITRATION WILL NOT BE EFFECTIVE.
This paragraph describes how all Claims (as defined below) will be arbitrated, at the election of you or us, on an individual (non-class, non-representative) basis instead of litigated in court.
Definitions. The term Claim means any claim, dispute, or controversy between you and us arising from or relating to your loan, your account with us, or this Agreement, as well as any related or prior agreement that you may have had with us or the Administrator, or the relationships resulting from this Agreement, including the validity, enforceability or scope of this arbitration provision or the Agreement. Claims arising in the past, present, or future, including Claims arising before the execution of this Agreement, are subject to arbitration. Claim includes, without limitation, claims that arise from or relate to any application for this loan or any advertisements, promotions, or statements related to your loan. For purposes of this Arbitration provision, you
and us also includes any corporate affiliates, any licensees, predecessors, successors, assigns, any purchaser of any accounts, all agents, employees, directors and representatives of any of the foregoing, and other persons referred to below in the definition of Claims. Claim includes claims of every kind and nature, including but not limited to initial claims, counterclaims, crossclaims, third-party claims, and claims based upon contract, tort, fraud, and other intentional torts, statutes, regulations, common law, and equity. Claims and remedies sought as part of a class action, private attorney general action, or other representative action are subject to arbitration on an individual (non-class, non-representative) basis, and the arbitrator may award relief only on an individual (non-class, non-representative) basis. Claim also includes claims by or against any third party relating to or arising from your Card, your Account, or this Agreement. The term Claim is to be given the broadest possible meaning that will be enforced. Administrator means the American Arbitration Association, 120 Broadway, Floor 21, New York, NY 10271, www.adr.org, (800) 778-7879; or JAMS, 18881 Von Karman Ave., Suite 350,
Irvine, CA 92612, www.jamsadr.com, (949) 224-1810.
Right to Elect Arbitration. We OR you have the right to require that each Claim be resolved by arbitration on an individual (non-class, non-representative) basis. A Claim will be arbitrated if (1) both we and you or (2) only one or the other of we or you, exercise the right to require that the Claim be arbitrated. If, for example, we exercise our right to require that the Claim be resolved by arbitration, but you do not also exercise your right to require that the Claim be arbitrated, the Claim will be resolved by arbitration. If neither we nor you request arbitration, the Claim will not be resolved by arbitration and instead will be litigated in court. We will not elect arbitration for any Claim you file in small claims court, so long as the Claim is individual and pending only in that court. The arbitrator's authority to resolve Claims is limited to Claims between you and us alone, and the arbitrator's authority to make awards or decisions is limited to you and us alone. Furthermore, Claims between you and us may not be joined or consolidated in arbitration with Claims brought by or against someone other than you, unless otherwise agreed to in writing by all parties. However, borrowers and co-borrowers on a single loan, or corporate affiliates, are considered one person for the purposes of this paragraph. No arbitration award will have any preclusive effect as to issues or claims in any dispute involving anyone who is not a party to the arbitration. This arbitration provision is made pursuant to a transaction involving interstate commerce and will be governed by the Federal Arbitration Act (“FAA”) (9 U.S.C. § 1, et seq.).
No Jury Trial or Class Claims. If we or you request arbitration of a Claim, we and you will not have the right to litigate the Claim in court. This means (1) there will be no jury trial on the Claim, (2) there will be no pre-arbitration discovery except as the Administrator’s rules permit, and (3) no Claim may be arbitrated on a class-action, private attorney general, or other representative basis, and neither we nor you will have the right to participate as a representative or member of any class or group of claimants pertaining to any Claim subject to arbitration. We or you may elect to arbitrate any Claim at any time unless it has been filed in court and trial has begun or final judgment has been entered.
Initiation of Arbitration. The party initiating an arbitration shall select an Administrator from the organizations listed above. If none of the Administrators listed above will accept the arbitration, the arbitration will be administered by an administrator, or adjudicated by an arbitrator, upon which you and we agree in writing. The arbitration shall be governed by the procedures and rules of the Administrator and this Agreement, which need not apply federal, state or local rules of procedure and evidence. The Administrator’s procedures and rules may limit the discovery available to you or us. You can obtain a copy of an Administrator’s procedures and rules by contacting the Administrator. A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least ten years’ experience or a retired or former judge, selected in accordance with the rules of the Administrator. In the event of any conflict or inconsistency between this arbitration provision and the Administrator's rules or other provisions of this Agreement, this arbitration provision will govern. The arbitrator will take reasonable steps to protect customer account information and other confidential information if requested to do so by you or us. Arbitration hearings for Claims by or against you will take place in the federal judicial district in which you reside. If you make a request to us in writing, we will temporarily advance to you the filing, administrative, and hearing fees for the arbitration of your Claim against us (but not if the
Claim is against you) in excess of any filing fee you would have been required to pay to file the Claim in a state or federal court (whichever is less) in the judicial district in which you reside. At the end of the arbitration, the arbitrator will decide if you have to repay the advance (and if you do have to repay, you agree to do so). Unless applicable law requires otherwise, we will pay our, and you will pay your, lawyers’, experts’, and witnesses’ fees. The arbitrator will apply applicable substantive law consistent with the FAA and applicable statutes of limitations, will honor claims of privilege recognized at law, and will have the power to award to a party any damages or other relief provided for under applicable law. The arbitrator will make any award in writing and, if requested by you or us, will provide a brief statement of the reasons for the award.
Arbitration Award and Appeals. Judgment upon the arbitrator’s award may be entered in any court with jurisdiction. The arbitrator’s decision regarding any claims will be final and binding, except for any appeal right under FAA. The appealing party will pay the appeal costs. This agreement to arbitrate shall survive any suspension, termination, revocation or closure of the Agreement or your Account, and any bankruptcy to the extent consistent with applicable bankruptcy law.
Enforcement of this Provision. If any part of this arbitration provision cannot be enforced, the rest of the arbitration provision will continue to apply. However, an arbitrator cannot enlarge his or her authority over the adjudication of Claims beyond that provided by this arbitration provision by enforcing only part of this arbitration provision. If an arbitrator determines that applicable law requires this arbitration provision to be enforced in a way that would result in greater authority over Claims than otherwise allowed, such as the adjudication of claims on a class or representative basis, then the arbitrator must decline to hear the dispute and shall refer the parties to a court or other body with sufficient authority. In the event of any conflict or inconsistency between this arbitration provision and the Administrator's rules or other provisions of this Agreement, this arbitration provision will govern.
20. Financial Information About You
You agree that we have the right to, from time to time, require additional information and/or supplemental information to the information provided in your application, including any Financial Information. You represent to us that any Financial Information you have provided to us is accurate, complete, and not misleading. You further represent that all revenue associated with your business is deposited into the bank account(s) that you have associated with your Account. You also agree to immediately inform us of any material change in circumstances regarding your business, including your financial condition, business operations, ownership and management. Upon our request, you will promptly deliver, but in any event not more than five (5) days after our request, your most recent Financial Information.
21. Other Terms and Conditions†
If any part of this Agreement is found to be invalid, the rest of it will still remain in effect (except as noted in “Arbitration” section above). We may delay or not enforce any of our rights under this Agreement without losing or waiving any of them. We may sell, assign or transfer your Account and/or our rights and obligations under this Agreement (or any portion thereof) without notice to you. You may not sell, assign or transfer your Account or your rights and obligations under this Agreement without obtaining our prior written consent. Nothing contained in this Agreement shall be construed as constituting or creating a partnership, joint venture, agency, or other association or relationship between you and us. To the extent that either party undertakes or performs any duty for itself or for the other party as required by this Agreement, the party shall be construed to be acting as an independent contractor and not as a partner, joint ventures, or agent for the other party. In no event shall we be liable to you for any failure or delay in performance wholly or in part due to causes or circumstances beyond our reasonable control including, but not limited to the following: acts of God; acts of the public enemy; civil disturbance; war; acts of the United States of America or any state, territory or political division of the United States of America; fires; floods; natural disasters; pandemic or epidemic events, regional, statewide, or nationwide strikes, or any other general labor dispute not specific to us; and/or communication line failures (collectively “force majeure”). Our inability to perform under this Agreement due to force majeure events will not be considered a breach or default.
EXCEPT AS OTHERWISE REQUIRED UNDER LAW, WE ARE NOT LIABLE FOR ANY LOSS SUSTAINED BY ANY PARTY RESULTING FROM ANY ACT, OMISSION OR FAILURE TO ACT BY US OR THOSE ACTING ON OUR BEHALF, WHETHER WITH RESPECT TO THE EXERCISE OR ENFORCEMENT OF OUR RIGHTS OR REMEDIES UNDER THIS AGREEMENT, UNLESS THE LOSS IS CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. OUR LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DAMAGES INCURRED BY YOU AS A DIRECT RESULT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IF ANY. FURTHERMORE, OUR LIABILITY SHALL NOT EXCEED THE SUM OF ALL FEES PAID BY COMPANY TO ISSUER UNDER THIS AGREEMENT PRIOR TO THE DATE WHEN ANY CLAIM IS MADE AGAINST ISSUER. IN NO EVENT WILL WE BE LIABLE FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.
EXCEPT AS OTHERWISE REQUIRED UNDER LAW, WE MAKE NO WARRANTY WITH RESPECT TO GOODS, PRODUCTS OR SERVICES PURCHASED ON CREDIT THROUGH US. WE FURTHER DISCLAIM ALL WARRANTIES WITH RESPECT TO GOODS, PRODUCTS AND SERVICES PURCHASED WITH A CARD, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY.
22. Definitions
The following terms have the following meanings:
Account means your credit account under this Agreement.
Agreement means this Business Card Agreement, along with any other document incorporated by reference.
Authorized User means any person you authorize to use your Account or a Card, whether you notify us or not.
Card means any credit card, account number or access code, or access device issued to you or someone else with your authorization for your Account.
Card Network means the Visa payment card network and any other payment network through which charges may be submitted or paid in connection with your Account or Card.
Executive Representative means, if you are not a natural person, any natural person acting on your behalf during the process of applying for or establishing this Account.
Financial Information means bank statements and a recent audited financial statement, including its audited consolidated balance sheet, income statement and statement of cash flows and financial position and accompanying notes to such financial statements, prepared by an independent accountant, if available, and if not available, a summary of your income statement and balance sheet position with a written certification signed by your Chief Financial Officer or controller, or equivalent, or independent accountant attesting to the accuracy of the information contained in the income statement and balance sheet position.
Linked Bank Account means any deposit account or other asset account you have provided to us during the application process or after your account has been approved.
Master Transaction Limit means any limit set by Issuer on the total amount of outstanding transactions across all products offered by Issuer.
Program Manager means Parker Group, Inc.
You, your, and yours, means any person named on a Card, who signed an application for an Account, or who is contractually liable to make payments under this Agreement. Except for the obligations to pay contained in Section 4 (Your Payments), this includes any Executive Representative and any Authorized User.
23. Other Notices
New Jersey Residents: Because certain provisions of this Agreement are subject to governing law, they may be void, unenforceable or inapplicable in some jurisdictions. None of these provisions are void, unenforceable or inapplicable with New Jersey. The section headings of this Agreement are not contract terms.
For Utah residents: This written agreement is a final expression of the agreement between you and us and the written agreement may not be contradicted by evidence of any alleged oral agreement. † In various circumstances, Parker may request a customer execute a version of this agreement that includes UCC and related security rights.