IMPORTANT: PLEASE READ CAREFULLY
This Debit Card Agreement (“Agreement”) states the terms and conditions governing the Branch Business Debit Card (the “Card”) issued by Evolve Bank and Trust (“Bank”). The words “we,” “our” or “us” mean the Bank and our successors, affiliates, assignees and third-party service providers. Bank has retained Branch Messenger, Inc. as a third-party service provider (the “Program Manager”) to provide certain services on the Bank’s behalf. The words “you” and “your” mean the entity which has requested a Card(s) be issued in its name and/or in the name of its officers, agents, employees or representatives who have been authorized to use the Card (you and such persons herein referred to as “Cardholders” and individually, “Cardholder”). The request for, initial use of, or other acceptance of the Card, or the signing of any application for a Card or this Agreement, by Cardholder constitutes acceptance of the following terms and conditions, and you agree to be responsible for all uses of any Card, Card number or Personal Identification Number (“PIN”) issued hereunder.
The terms and conditions of this Agreement are in addition to the terms and conditions of the Evolve Bank & Trust Business Account Terms (“Business Account Terms”) that apply to the business account to which one or more Cards are linked (the “Business Account”), which is incorporated herein by this reference. In the event of a conflict between this Agreement and the Business Account Terms or any other agreement between you and us, this Agreement will control with respect to transactions made with any Card, Card number and/or PIN.
You assume responsibility for all transactions arising from the use of the Card, Card information and/or PIN whether such use is with an automated teller machine (“ATM”), banking terminal, point of sale, electronic funds transfer device or any other means of access. If you have authorized another person to use the Card in any manner, that authorization shall be deemed to include the authorization to make withdrawals or transfers of funds from the Business Account to which Cards are linked, and such authorization shall be deemed to continue until you have taken all steps necessary to revoke it by preventing such use by that person, including, without limitation, notifying the Cardholder and contacting us to inform us that the Cardholder is no longer authorized. To the greatest extent permitted by applicable law, you agree to pay us on demand for all purchases made, services rendered, and cash advances made by or to any person using the Card, Card number or PIN. You further authorize us to transfer funds in the Business Account to the accounts of third parties you or Cardholder may designate using our services. Except as specifically prohibited by law or regulation, you hereby waive as against us all of your claims, defenses, rights and offsets now or hereafter existing against any merchant or other payee for services or merchandise acquired with the Card. Cancellation of a Card or termination of the Business Account shall not excuse your obligation to pay for all purchases or other transactions incurred against or in connection with the Business Account through the effective time of the cancellation or termination. This liability will be joint and several with you and Cardholder. You are solely responsible for selecting Cardholders. You must require each Cardholder to comply with the terms and conditions of this Agreement, and you are responsible for the failure of any Cardholder to so comply. You acknowledge and agree that you are responsible for retrieving the Cards if any Cardholder leaves your employment or you otherwise revoke a Cardholder’s authority to use a Card. Except as otherwise limited by applicable law, you will remain responsible for all Card transactions.
The Card may only be used to access the Business Account from which the total amount of transactions made with any Card, Card number or PIN or any cash withdrawal (if permitted) at an automated teller machine (“ATM”) made with any Card will be debited. Each Cardholder agrees that the Card is for use by business owners and authorized signers, and that each Cardholder has been properly and duly authorized to use the Card. The Card can be used only for legitimate business purposes and not for personal, family or household purposes. You acknowledge and understand that the Card shall not be treated as a consumer card under the provisions of state and federal law. You agree to limit the use of each Card to legitimate business purposes and to take all necessary steps to ensure that each Card is used for no other purpose. Bank or Program Manager may immediately terminate this Agreement if you or Cardholder uses the Card for any consumer or personal purpose or in violation of any provision of this Agreement. You understand and agree that the Card is not a consumer access device under the provisions of the Electronic Funds Transfer Act or any other applicable law. If the Business Account is closed for any reason, this Agreement will be terminated; provided, however, all of your obligations under this Agreement will survive termination.
The use of any Card shall be subject to this Agreement and to the compliance with such requirements, limitations and procedures as may be imposed by Mastercard from time-to-time, and applicable law, as well as to the terms and conditions imposed by us from time-to-time in relation to electronic services, facilities and transactions and conditions of each Business Account owner. You may not use the Card to conduct illegal transactions, including gambling, or to purchase illegal goods and services. We may refuse to authorize a Card transaction if: (i) the Card is reported lost or stolen; (ii) there is uncertainty as to whether or not the transaction is authorized by you; (iii) we reasonably believe that the transaction is made in connection with an unlawful transaction or activity, including without limitation, gaming, gambling, lottery, or similar activities; or (iv) we believe you or a Cardholder is in violation of the terms of this Agreement or the Business Account Terms. We reserve the right not to approve any Card transaction provided such denial complies with applicable law. Using a blocked, cancelled, invalid, expired or recalled Card, or using the Card for illegal purposes or gambling is prohibited and may render you and/or Cardholder liable to prosecution.
All transactions arising from the authorized use of the Card shall be subject to and controlled by applicable law, the terms of the Business Account Terms, this Agreement and other contractual relationships with us and all of our applicable rules and regulations, as amended from time to time.
You agree to pay any fees and service charges applicable to the Business Account and/or Cards. These charges are subject to change. The pricing guide, which lists our current charges, is attached hereto as Exhibit A and is incorporated herein by this reference. You agree to pay all fees we charge in connection with the Card and services you obtain in connection with this Agreement. We reserve the right to institute a standard charge or charges for the issuance, reissuance, or use of the Cards or for the reinstatement of any Card privileges which have been suspended. You agree to pay all charges and fees related to the Card or any Card transaction, and authorize us to debit your Business Account for such amount due. The Bank may modify, amend or change any fees set forth on the pricing guide at any time and without prior notice, unless required by law.
You must, and must cause each Cardholder to, protect the security of the Card, Card number and PIN at all times. When a Cardholder receives the Card, the Cardholder will be prompted to select a PIN. The Bank will treat the PIN selected as authorization whenever it is used with the Card. Any transactions done using the Card with the PIN will have the same legal effect as if the Cardholder signed a sales draft. Each Cardholder must also ensure that the Cardholder: (a) keeps the Card secure at all times; (b) regularly checks that the Cardholder stills has the Card in the Cardholder’s possession; (c) does not let anyone else use the Card; (d) ensures that the Cardholder retrieves the Card after using it; (e) never gives out Card details, such as the CVV, except when using the Card in accordance with this Agreement; (f) adopts security measures to prevent any unauthorized person from obtaining possession of a Card, Card number or PIN (including, but not limited to, maintaining current anti-virus and spyware software on your computer and computer systems to protect the Card and Card information) and (f) sign the Card in ink as soon as it is received. To protect your PIN, each Cardholder must ensure that the Cardholder: (i) selects a PIN which cannot be easily guessed; (ii) does not select a PIN using a combination of Cardholder name, date of birth, telephone numbers, address or social security number; (iii) takes care to prevent anyone else seeing the Cardholder’s PIN when you are selecting it or changing it; (iv) memorizes the Cardholder’s PIN; (v) does not write your PIN on the Card; (vi) does not keep a record of the PIN with or near the Card or Card number; (vii) does not tell your PIN to anyone; and (viii) takes care to prevent anyone else seeing the Cardholder’s PIN when using it. You must also comply with any security procedures as may be prescribed by the Bank and delivered to you from time-to-time. You acknowledge and agree that the PIN is a commercially reasonable method of verifying whether any transfer or other payments were authorized by any Cardholder. You further acknowledge and agree that the PIN is not intended, and that it is commercially reasonable that the PIN is not intended, to detect any errors to, or arising out of, a transfer or other payment. If any person for whom you have requested a Card or to whom you have given the PIN ceases to have authorization to use the Card or PIN, whether by termination of employment or otherwise, you should contact and return the Card to us immediately.
If you or Cardholder believes a Card, Card number or PIN has been lost, stolen or compromised or you or Cardholder suspects any unauthorized use of any Card, Card information or PIN, immediately call (833)-994-0430 or the number on the back of the Card or contact us by email at email@example.com. We may require you to put your claim in writing, and must send such written complaint to:
Branch Messenger, Inc.
8014 Olson Memorial Hwy 55, #471
Golden Valley, MN 55427
You will not have the benefit of any consumer law limiting liability with respect to the unauthorized use of a Card or Business Account. This means your liability for unauthorized use of your Card could be greater than the liability in a consumer debit card transaction. You accept and agree to undertake the additional risk and greater measure of liability associated with the use of business purpose cards as described in this Agreement. You are liable for Card transactions you do not authorize if we can prove that we processed the transaction in good faith and in compliance with commercially reasonable security procedure to which we both agreed, unless otherwise required by law.
Your regular monthly Business Account statement will describe all Card transactions and pursuant to the E-Signature and Electronic Disclosure Agreement, we will deliver statements to you in electronic form. You agree to examine your statement each month using the Program Manager’s mobile application and immediately report any discrepancies or errors to us. If you fail to notify us of discrepancies, errors, or unauthorized transactions within thirty (30) days from the date of the first statement containing such information, we will be entitled to treat such information as being correct in all respects, we will have no liability to you for any discrepancies, errors or unauthorized transactions and you will be precluded from asserting otherwise.
In addition and without limiting any other term of this Agreement, you are fully liable for all transactions conducted using the Card, Card number, or PIN if: (a) you give the Card, Card number, or PIN to another person, including any person who you expressly or implicitly authorize to use the Card and that person exceeds the authority granted or that person continues to conduct transactions after you have terminated authority, unless you have requested in writing that we cancel your Card and PIN and have given us a reasonable period of time to act upon such notice; (b) you fail to safeguard the Card, Card number, or PIN as required by this Agreement or you violate any other term of Section VII (Safeguard of Card, Card number and PIN); (c) the transaction is conducted by a person who has an ownership interest in your company or entity, by a Cardholder or a person authorized by a Cardholder, or by any other person who has an interest in the Business Account, who has authority to conduct transactions on the Business Account or who is an employee of yours; or (d) our investigation reveals that the facts do not reasonably support a claim of unauthorized use.
Mastercard will convert to U.S. dollars any purchase, credit, cash disbursement, ATM transaction or reversal transaction made to your account in currency other than U.S. dollars. The conversion rate will be determined using Mastercard currency conversion procedures then in effect under the currency conversion procedure that Mastercard uses, the non-U.S. dollar transaction amount is converted into a U.S. dollar amount by multiplying the transaction amount in the non-U.S. dollar currency by a currency conversion rate. The currency conversion rate between the transaction currency and the billing currency used for processing international transactions is a rate selected by Mastercard from the range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate Mastercard receives, or the government mandated rate in effect for the applicable central processing date. The currency conversion rate is subject to change by Mastercard. The date the conversion rate is applied by Mastercard is either: (1) the date the transaction is processed; or (2) the day before the date the transaction is processed. As such, the conversion rate applied may differ from the rate on the date of your transaction. Any fees imposed by us in connection with foreign currency conversions and in connection with transactions occurring outside of the United States are contained in the pricing guide.
Neither Bank nor Program Manager accepts responsibility for transactions made using the Card; in particular, any complaints concerning goods or services obtained or other disputes and claims arising from these transactions are to be resolved directly and exclusively with the contractual parties concerned (i.e., you, Cardholder and merchant).
We reserve the right to terminate this Agreement and suspend, revoke or cancel all or any part of the privileges of any Card and/or Business Account at any time and for any reason with or without notice to you or Cardholder. The use of any or all Cards may be terminated by you and the use of any Card issued to a Cardholder may be terminated by that Cardholder, in each case, by giving written notice thereof to the Bank and Program Manager and returning the Cards to the Bank or Program Manager. If the Card is suspended, revoked, cancelled, or terminated, any use of the Card before it is cut in pieces and returned to the Bank or Program Manager shall remain subject to this Agreement. A recalled or cancelled Card shall be cut up by you or the Cardholder and sent promptly to the Bank or Program Manager. If the Card is suspended, cancelled, revoked or terminated, all outstanding amounts due, including any fees, are due for immediate payment to the Bank and will be debited from the Business Account. In the event this Agreement is terminated for any reason, you must still pay any present or future transactions resulting from the use of any Card, Card number or PIN. If the Card is revoked, cancelled or returned before its expiry, this does not entitle you to a proportionate repayment of any fees, including annual or monthly fees (if any). Neither Bank nor Program Manager accepts liability for damages that might arise as a result of termination of the contractual relationship or the suspension, termination or revocation of the Card. Use of the Cards after notice of their revocation is fraudulent and will subject you and any Cardholder to legal proceedings.
Each Card issued remains the property of the Bank. The Bank may, in its sole and absolute discretion, request for the Card to be returned at any time, whereupon the Cardholder or you shall cut and return the Card immediately to the Bank. You must cut and return to the Bank the Card immediately upon the termination of this Agreement or Business Account or cancellation of the Card.
You understand that we have engaged Program Manager to perform a number of services for you under this Agreement. The Program Manager, along with its partners and agents, are the servicer of your Business Account and Card. In that capacity, the Program Manager may act on our behalf, perform our obligations or enforce our rights under this Agreement. You understand and acknowledge that we may share with Program Manager any information you or a Cardholder provides to us in connection with your Business Account or Card or any information we collect in connection with your Business Account or Card in order for Program Manager to provide you with products and/or services in connection with your Business Account and/or Card.
In order to comply with the requirements of the USA Patriot Act, we require you to provide your legal entity name, street address, taxpayer identification number, beneficial owners and other information that will allow us to identify you. You agree to collect and verify the name, street address and social security or tax identification number of each Cardholder or employee authorized to use a Card or Business Account. You understand and acknowledge that we are relying on your verification of all such information and its diligence of its employees and Cardholders. At our request, you agree to provide such information to us. We may, from time-to-time, require you to provide a document certifying its compliance with this Section.
We make no warranties to you or any Cardholder, express or implied, regarding the services provided under this Agreement, including without limiting the foregoing, warranties of merchantability or fitness for a particular purpose. Neither Bank nor Program Manager shall be liable for its inability to perform obligations under this Agreement as a result of causes beyond its control, including without limitation, any act of God, accident, pandemic, equipment failure, system failure, labor dispute, or the failure of any third party to provide any electronic or telecommunications service used with the acceptance and processing of Card transactions. Under all other circumstances and to the greatest extent permitted by law, we will not be liable to you for our acts or omissions under this Agreement except to the extent we have acted with gross negligence or willful misconduct. To the extent that we are found liable, you may only recover an amount limited to your actual damages, not to exceed the total fees and charges paid by you in connection with the services under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the claim. In no event will you be able to recover from us consequential damages, exemplary damages or lost profits, even if you advise us of the possibility of such damages. All claims against us arising out of or related to this Agreement must be submitted to us in writing no later than twelve (12) months after the date on which the transaction giving rise to the claim occurred or should have occurred, otherwise such claim is barred and void. We will not be liable for any personal injury or tangible property damage suffered or incurred by you or any Cardholder through use or attempted use of the Card at any terminal..
Except as may be prohibited by law or regulation, you hereby waive as against the Bank and Program Manager all claims, defenses, rights and offsets you or any Cardholder now or hereafter may have against any merchant for merchandise or for services acquired by use of the Card or any other service offered by Bank.
Cardholder must notify Program Manager if Cardholder changes his/her address, name, email address or telephone number and will give Program Manager other information that we may need from time-to-time to keep our records up to date.
The services, functions and facilities available through the use of the Card shall be determined by the Bank from time-to-time. The terms and conditions of this Agreement and any fees set forth herein may be revised by posting a revised version here www.branchapp.com/terms and any such amendment shall be effective upon posting. We will give you advance notice of any change where required by law. We may provide such notice to you with your statement, electronically, or by mail. Any notice we provide to you will be binding and sent to the last (postal or electronic) address in our records. We may change your address if we receive an address change notice from the U.S. Postal Service or if a company in the business of providing correct addresses informs us that the address in our records no longer matches your address. We may change or terminate this Agreement without notice at our discretion or to comply with any appropriate federal or state law or regulation. However, if the change is made for security purposes, the Bank may implement such change without prior notice. We may cancel or suspend the Card or this Agreement at any time (with or without notice) You may cancel this Agreement as set forth above. Your termination of this Agreement will not affect any of the Bank’s rights or your obligations arising under this Agreement prior to termination.
This Agreement will be governed by the laws of the State of Tennessee, without regard to choice or conflict of laws. All transfers are agreed to be originated within the State of Tennessee. You and each Cardholder hereby consent to service of process, personal jurisdiction and venue in the state and federal courts in Memphis, Tennessee, and select such courts as the exclusive forum with respect to any action or proceeding brought to enforce any liability or obligation under this Agreement.
The Card and your obligations under this Agreement may not be assigned. Notwithstanding, the Bank may transfer its rights under this Agreement. Use of the Card is subject to all applicable rules and customs of any clearinghouse or other association involved in transactions. The Bank does not waive its rights by delaying or failing to exercise them at any time. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the court or other tribunal making such determination is authorized and instructed to modify this Agreement so as to effect the original intent of the parties as closely as possible so that the transactions and agreements contemplated herein are consummated as originally contemplated to the fullest extent possible. The headings in this Agreement are only for convenience and do not in any way limit or define your or our rights or obligations under this Agreement. Our business days are Monday through Friday except Federal Reserve Bank holidays on which we are closed.