VISA BUSINESS DEBIT CARD MASTER AGREEMENT
This Visa Business Debit Card Master Agreement (the “Agreement”) establishes the terms and conditions governing the Azlo Business Debit Card Issued by Compass Bank in partnership with its subsidiary Azlo Business, Inc., on behalf of the Company. This Agreement should be read carefully and maintained in the Company’s records. The Company does not have to sign this Agreement, but each Authorized Cardholder should sign the Card upon receiving it. By signing the application for this service or by retaining, using, transferring or signing the Card, the Company agrees to the terms of this Agreement. Definitions. • Account refers to the Company’s designated deposit account with the Bank that is tied to or may be accessed by using a Card issued to an Authorized Cardholder. • Authorized Cardholder refers to each person to whom the Bank has issued a Card. • ATM refers to automated teller machines. • Bank refers to Compass Bank, an Alabama chartered insured depository institution headquartered in Birmingham, Alabama, doing business under the trade name “BBVA Compass”, and a member of the BBVA Group. • Card refers to the Azlo Business Debit Card which accesses the Account. • Company means the business that has requested the Bank to issue one or more Cards. • Network refers to each of the various card processing networks in which the Bank participates, which may include the INTERLINK, PLUS, STAR, and Visa networks. The Bank will notify the Company of any changes to the networks in which the Bank participates. • Azlo – refers to Azlo, Inc., a Delaware Corporation and whollyowned subsidiary of the Bank • PIN refers to the personal identification number required for certain uses of the Card. • POS Transaction refers to a “pointofsale” Card transaction for the purchase of goods or services conducted with a PIN. • Unauthorized Use refers to a transfer from the Account initiated using either a Card or the account number for a Card by someone other than an Authorized Cardholder where that person had no actual authority to initiate the transfer and neither the Company nor the Authorized Cardholder received any benefit from the transfer. There is no unauthorized use if: (a) an Authorized Cardholder allows someone to use the Card, the account number for the Card, or the PIN, even if that person transfers more than authorized, unless the Company has notified the Bank that transfers by that person are no longer authorized, and the Bank has had reasonable time to act on the Company’s notification; (b) the transfer was conducted by a person who has an ownership interest in the Company; (c) the transfer was conducted by any person who has an interest in or authority to transact business on the Account ; or (d) the Bank initiates the transfer. • We, Us, and Our – refers to Azlo, Compass Bank, and anyone to whom we give or sell your Account. Azlo is a wholly owned subsidiary of Compass Bank. • Visa Transaction refers to a Card transaction conducted without a PIN at either a merchant’s terminal connected to or a financial institution participating in the Visa Network. 1. Authorized Cardholders. The Bank may issue Cards to Authorized Cardholders upon the request of the Company. The Cards will be mailed to the address of the Company as set forth in Our records unless otherwise requested in writing by the Company. The Company is solely responsible for distributing the Cards to the Authorized Cardholders and for safeguarding the Cards following receipt. The Company acknowledges that Cards are for the use of the Company’s employees only. The name of the Authorized Cardholder will be imprinted on the Card, along with the Company’s name. The Company is solely responsible for the use and treatment of a Card by an Authorized Cardholder and will inform each Authorized Cardholder as to the terms and conditions of this agreement. Unless the Company notifies Us otherwise in writing, the Company hereby authorizes and directs the Bank to issue a renewal or replacement Card before the expiration of each Card. The Company acknowledges and agrees that Cards are not assignable or transferable, by operation of law or otherwise. 2. Business Purposes. Cards are to be used solely for business purposes and the Company agrees to so advise each Authorized Cardholder. The Company’s obligation under this Agreement, however, shall not be affected or limited if any balances are incurred for nonbusiness purposes. 3. Use of the Cards. Each transaction on a Card is considered an “item” under the Account agreement applicable to that transaction, and will be subject to the terms of that agreement. To protect the use of the Cards, each Authorized Cardholder will be provided with a PIN, which must be used on all ATM Transactions and POS Transactions. The Company agrees to instruct each Authorized Cardholder not to disclose the PIN to anyone. If the security or confidentiality of any PIN is compromised, the Authorized Cardholder should notify Us at once by 18442956466. . Subject to availability of funds in the Account and any applicable access, activity or security limits (as provided in Section 5), Cards may be used: • ATM Transactions: A Card may be used with a PIN: * To make cash withdrawals from the Account at any Compass ATM and any ATM connected to the Networks; * To make deposits to the Account at any Compass ATM. • POS Transactions: A Card may be used with a PIN to access funds in the Account to purchase goods or services and to obtain cash at any merchant that participates in the Interlink or Star Networks. • Visa Transactions: A Card also may be used without a PIN to access funds in the Account to purchase goods or services at any merchant that accepts Visa debit cards, and to make cash withdrawals from the tellers at those banks and other financial institutions that participate in the Visa Network and accept Visa debit cards. We do not promise that everyone will accept Cards. We will have no liability if anyone refuses to accept a Card. Except as otherwise provided in Sections 11 and 13, the Company shall be liable for all charges made using a Card. Holds for Authorized Transactions. When a Card is used for certain transactions (including every POS and many Visa Transactions), the merchant accepting the Card may request advance authorization of that transaction. If the Bank authorizes a transaction, the Bank may place a temporary “hold” on the Account for the amount of the authorized transaction, which is referred to as a “POS hold.” A POS hold is not payment for an authorized transaction. The Bank will make payment for a transaction only after the actual transaction is presented physically or electronically to the Bank. Release of POS holds: Any POS hold on the Account will be released upon the earlier of: (a) the day we: (i) receive the actual transaction, (ii) post that transaction to the Account for payment, and (iii) match the authorization of that transaction to the actual transaction; or (b) three (3) business days after the date we authorized that transaction. The release of the POS hold will be in the form of a credit to the Account for the amount of the hold. Credits for released POS holds and payments for Card transactions are posted separately to the Account, and the credit for any particular POS hold is not used to pay the particular transaction for which the hold was placed. Effect of an authorization hold: Each POS hold will reduce the available balance in the Account by the amount of the hold. In the event the available balance in the Account is insufficient to pay items posted to the Account, the Bank may assess and the Company agrees to pay a service charge for each item (including a transaction on a Card) presented against insufficient funds (an “NSF fee”). An insufficient available balance in the Account may result in whole or in part from a POS hold or from NSF fees charged to that Account. Authorization requests by merchants: U
nder the Visa rules governing Card transactions, merchants generally are permitted to request authorization only for the actual amount of a transaction. However, certain kinds of merchants in specified situations are permitted to request authorization for a Card transaction in an amount different from the amount of the actual transaction. For example, restaurants and drinking establishments may request authorization for the estimated amount of a transaction, and others may request authorization for an amount up to 20% over the amount of the actual bill in order to cover an anticipated tip. When the Bank receives an authorization request from a merchant, the Bank does not receive information from which to determine whether the request covers the actual amount of a transaction, an estimated amount, or whether the merchant’s request exceeds the amount permitted by the Visa rules. For example: • If a Card is used to pay for a $50 dinner, the restaurant may request authorization for a $60 transaction, as permitted by the Visa Rules. • If a Card is used at a drinking establishment to order drinks totaling $10, the establishment might request authorization for a $50 transaction in anticipation that additional orders will be placed. Even though this practice may not be permitted by the Visa rules, the Bank cannot make this determination at the time it receives the authorization request. •Card terminals used for “pay at the pump” gasoline purchases will check for authorization before the amount of any purchase is determined. Authorization will be given only if the available balance in the Account equals or exceeds a certain designated amount, which may vary among merchants and change from time to time. Because authorization is based on this designated amount (not the amount of the intended purchase), authorization may be declined even though the available balance in the Account is sufficient to cover the intended purchase. To avoid authorizations that may exceed the amount of your intended purchase, Authorized Cardholders may pay inside the station rather than at the pump. If the Bank authorizes a Card transaction, the POS hold will be for the amount requested by the merchant, which may be in excess of the amount of the actual transaction or the amount permitted by the Visa rules. Because each POS hold reduces the available balance in the Account, any authorization request by a merchant for an amount that exceeds the amount of the actual transaction may cause the Company to have insufficient funds to pay items posted to the Account, and may cause the Company to incur NSF fees for those items. Illegal Transactions. Cards must not be used for (i) any transaction that is illegal in the jurisdiction where any Authorized Cardholder lives, in the jurisdiction where the transaction is consummated, or in any other jurisdiction affected by the transaction, or (ii) any Internet or online gambling transaction or lottery ticket purchase (whether or not the same is legal in any applicable jurisdiction), and the Company agrees to so instruct each Authorized Cardholder. Display of the Visa logo or any other logo by any person accepting the Card does not indicate that the transaction is legal in all applicable jurisdictions. The Company acknowledges and agrees that We have no obligation to monitor, to review or to evaluate the legality of any Card transaction. The Bank reserves the right to decline any transaction that the Bank, in its sole discretion, believes to be an illegal transaction, an Internet or online gambling transaction, lottery ticket purchase or a highrisk transaction. To the fullest extent permitted by law, the Company agrees to pay for any Card transaction authorized by an Authorized Cardholder, even if that transaction is determined to be illegal. International Transactions. International Transactions include any transfer made using the Card in a foreign currency and any transfer made using the Card outside of the United States of America, even if that transaction is made in U.S. dollars. If the transfer is made in a currency other than U.S. dollars, Visa will convert the amount of that transaction into U.S. dollars according to its own currency conversion procedures in effect at that time. The exchange rate used to convert the currency is either a rate selected by Visa from the range of rates available in wholesale currency markets on the applicable processing date (which rate may differ from the rate the entity itself receives), or the governmentmandated exchange rate in effect on the applicable processing date. The exchange rate in effect on the applicable processing date may differ from the exchange rate in effect on the date the Card or the number for the Card was used. The amount (in U.S. dollars) of any credit associated with a particular foreign currency transaction is likely to differ from the amount (in U.S. dollars) of the original transaction due to differences in the applicable rates, which may vary daily. The Bank may charge the Company an International Service Fee (“ISF”) equal to one percent (1%) of the U.S. dollar amount of any International Transaction made at an ATM and three percent (3%) of the U.S. dollar amount of any International Transaction made at some place other than an ATM, whether that transaction was originally made in U.S. dollars or was made in another currency and converted to U.S. dollars by Visa. In either case, the International Service Fee (the “ISF”) will be calculated on the U.S. dollar amount provided to the Bank by Visa and will be charged to the same Account to which the transaction is posted at the same time the International Transaction posts to that Account. The same conversion process and fee may apply if any International Transaction is reversed or credited back to the Account. 4. Insufficient Funds. The Bank may allow one or more ATM transactions, POS Transactions or Visa Transactions, even though the Account has an available balance that is insufficient to cover the transaction. The fact that a transaction is completed is no guarantee or representation that the Company has sufficient funds in the Account to cover the transaction. If there are insufficient collected funds in the Company’s Account to pay for any purchase made or cash obtained through the use of a Card, the Bank may, at its option: (a) decline authorization on that purchase or cash withdrawal; or (b) authorize payment of that purchase or cash withdrawal, even though payment causes an overdraft of the Account. The Company agrees to pay the Bank’s service charge for handling and processing items drawn against insufficient funds and the amount of any overdraft without further notice or demand. The Bank will not be liable for either paying or declining to authorize payment for such purchases and cash withdrawals. 5. Limitations on Account Access and Activity. (a) The Company agrees to advise each Authorized Cardholder of the specific access and activity limits with respect to that Card, including, but not limited to, restrictions relating to ATM and POS Transactions, the use of the Card at various merchants, and the maximum number of transactions or maximum total dollar amounts permitted during a specified period of time. The Company understands that once an activity limit is reached, the Bank has no obligation to honor further use of the Card until the applicable time period has expired or the Company advises Us of a change to the restrictions in accordance with Section 11. For security reasons, there are restrictions imposed on Cards that may limit the ability of an Authorized Cardholder to use a Card. Some of these restrictions, which are designed to detect and prevent unauthorized use of your Card, cannot be disclosed. Unless the Company requests and the Bank agrees, or the Bank, in its sole discretion, determines otherwise, the Bank may place the following daily limitations on the withdrawals and other transactions an Authorized Cardholder may perform. * Total cash withdrawals at ATMs $500 per day or available balance, whichever is less. * Total POS Transactions $6,000 per day or available
balance, whichever is less. The daily period to which these limitations apply shall commence at 12:00 Midnight on each day and end at 12:00 Midnight on the following day. We may add to, remove from or otherwise change our restrictions at any time and without notice to the Company. Because of the limitations imposed by some nonCompass ATMs and in the event of equipment failure or unavailability, an Authorized Cardholder may not be able to withdraw or to access funds even though these limitations have not been exceeded. All deposits made through a Compass ATM are subject to verification and proof, and are accepted in accordance with the terms of the agreement for the Deposit Account and our Funds Availability Policy. 6. Posting of Transactions. Each authorized ATM deposit transaction made by the ATM’s posted cutoff time on any Bank business day will be posted to the Account on the date of receipt; otherwise, it will be posted on the following Bank business day. Note that deposit transaction cutoff times may differ from nondeposit transaction cutoff times. 7. Bank’s Business Days. The Bank’s business days are Monday through Friday excluding holidays. 8. Overdrafts. All overdrafts and fees incurred in connection with the use of a Card are governed by the terms and charges applicable to the affected deposit accounts(s). Any such overdrafts may be deemed by the Bank to be an event of default under this Agreement, and the Bank may use any deposit account funds and/or other personal property, which are in the possession of the Bank or which secure other indebtedness to the Bank at the time of such default, toward payment of such overdrafts or fees due to the Bank. 9. Documentation of Card Transactions. Authorized Cardholders may receive a receipt for ATM, POS and Visa Transactions. As part of the periodic Account statement (the “Statement”), We will provide the details of all Card transactions and credits made during the applicable period and all fees imposed under this Agreement. The Company agrees to promptly review each Statement. If the Company or an authorized Cardholder believes that a Statement is incorrect or includes an unauthorized transfer, or needs additional information about a transfer shown on the Statement, the Company must notify Us in writing at the following address or phone number within thirty (30) days of the date of the Statement on which any disputed charge or error first appeared: Azlo Card Services 201 Mission St., 24th Floor San Francisco, CA 94105 18442956466 The Company agrees that We will not be liable for any amount of loss that the Company may incur if the Company’s periodic statement shows an unauthorized transfer on the Card and the Company does not notify the Bank within sixty (60) days after the statement was mailed to the Company. Notwithstanding anything in this Agreement to the contrary, if the Company does not properly notify Us within such time period, the Company waives any of its rights with respect to the disputed amount. This notice must include the following information: the Authorized Cardholder’s name; the Account number; the dollar amount of any dispute or suspected error; the reference number for any questioned transaction; and a brief description of the dispute or suspected error. 10. Termination of Authorized Cardholder’s Employment. If an Authorized Cardholder’s employment with the Company is terminated, the Company will immediately notify Us in writing that the Authorized Cardholder’s employment has been terminated so that We can cancel the Authorized Cardholder’s Card. Until We receive such notification, the Card shall remain subject to this Agreement and the Company shall remain liable for all transactions conducted by use of the Card unless otherwise specifically set forth herein. 11. Cancellation of Cards: Changing Limits on Cardholders Accounts. (a) If the Company at any time wishes to cancel, increase, reduce or otherwise change any limit or other requirement on any outstanding Card, the Company shall notify Us in writing of the requested action and the requested effective date of such action. Upon cancellation of any Card, the Company will promptly notify the Authorized Cardholder and will use its best efforts to obtain the canceled Card and return that Card, cut in half, to Us or otherwise destroy the Card. (b) Upon cancellation of a Card in accordance with this Agreement, the Company shall remain liable for all transactions conducted by the use of the Card prior to such cancellation or termination unless otherwise set forth in this Agreement. (c) Upon the Bank’s reduction of or change in any limit or other requirement on any outstanding Card, the Company shall promptly notify the Authorized Cardholder. Notwithstanding any such notice, the Company shall remain liable for all amounts incurred by the use of the Card unless otherwise specifically set forth herein. 12. Amendment and Termination of Agreement. The Bank may modify and change this Agreement from time to time, including, without limitation, applicable fees. Any such modification or change, other than an immediate change necessary to maintain or restore the security of the Account or any ATM network in which the Bank participates, shall take effect not less than twentyone (21) days after notice thereof has been mailed to the Company’s last address shown on the Bank’s records or otherwise made available to Company. Either the Company or We may terminate this Agreement in its entirety or may terminate individual or collective Card privileges at any time, but any such termination shall not affect any of the Company’s existing obligation under this Agreement. Each Card is the property of the Bank, is nontransferable and must be surrendered to Us upon demand. 13. Notifying Us of Unauthorized Use. The Company agrees to instruct each Authorized Cardholder to notify the Company immediately if a Card or PIN is lost or stolen, or if a Card or PIN or the account number for a Card or PIN may be subject to any unauthorized use. The Company agrees to notify Us immediately at 18442956466, if the Company or any Authorized Cardholder knows or suspects that a Card or PIN is lost, stolen or otherwise subject to unauthorized use. We may ask for information in writing concerning the apparent or potential unauthorized transfer. If We do so, we will provide the address to which that information should be sent. 14. Liability for Unauthorized Use of the Card. If the Company or an Authorized Cardholder notifies Us of a lost or stolen Card or PIN or any known or suspected unauthorized transfers, we will respond in a commercially reasonable manner and time to reduce the risk of any unauthorized use. If the Company fails to notify Us, as required in Section 13 above, and We can prove that we could have stopped any unauthorized use if we had been given the required notice, the Company shall be liable for all unauthorized use. The Company agrees that, with respect to any single unauthorized transfer from the Account, in no event shall We be liable in an amount exceeding the lesser of five thousand dollars ($5,000) or the actual amount of the unauthorized transaction. The use of a Card at any time by an Authorized Cardholder, or by another person with an Authorized Cardholder’s knowledge, even if the Authorized Cardholder is no longer employed or associated with the Company, shall not constitute unauthorized use, subject to applicable law and Sections 10 and 11 of the Agreement. Notwithstanding the foregoing, if the unauthorized transfer was a Visa Transaction, We agree to extend the benefits provided by the Visa Zero Liability program in effect at the time of the unauthorized use, as long as the Company notifies Us within a reasonable period of time after the loss or theft of a Card or PIN or any unauthorized use of it. The Bank will determine, in its sole discretion, the reasonableness of any particular period of time based on the circumstances. If the fraudulent action or gross negligence of the Company, any Authorized Cardholder, or any owner or employee of the Company contributes to the unaut
horized use of a Card for a Visa Transaction, then the Company’s liability for that use will be determined as provided above in “For Unauthorized ATM and POS Transactions.” Gross negligence includes but is not limited to the Company’s failure to fulfill its obligations under this Agreement, such as the obligations to review statements and to report any lost or stolen Card or unauthorized use. 15. Indemnification. The Company shall indemnify and hold harmless Bank, its affiliates, and their respective directors, officers, employees and agents, from and against any and all losses, claims, damages, expenses, liabilities, judgments, settlements, or other amounts, including reasonable attorney’s fees (collectively, “Losses”) resulting from, relating to or arising out of this Agreement; provided, however, that the Company shall have no obligation to indemnify the Bank, its affiliates, or their respective directors, officers, employees or agents against any Losses to the extent that such Losses result from, arise out of or relate to the gross negligence or willful misconduct of the Bank, its affiliates, or their respective directors, officers, employees or agents. 16. Dispute Resolution: You agree that our issuance of the Card and performance of the related services provided under this Agreement take place in and substantially affect interstate commerce, and are irrevocably tied to your Accounts. You also agree that any dispute arising out of or relating in any way to this Agreement shall be settled according to the terms provided in the Dispute Resolution Section of your Account agreement, provided to you in connection with your deposit Account(s). The terms and conditions of your Account Agreement are incorporated by reference into this Debit Card Agreement. YOUR ATTENTION IS DRAWN TO THE DISPUTES RESOLUTION SECTION OF YOUR DEPOSIT ACCOUNT AGREEMENT WHICH IS INCORPORATED BY REFERENCE INTO THIS DEBIT CARD AGREEMENT. THAT SECTION DESCRIBES ARBITRATION AND WAIVER OF JURY TRIAL PROVISIONS. IF A DISPUTE ARISES BETWEEN US, YOU OR WE MAY REQUIRE THAT IT BE RESOLVED THROUGH ARBITRATION RATHER THAN THROUGH A JURY TRIAL. If you reside in a state other than California, the Dispute Resolution Section of the Account agreement contains an arbitration provision that limits your ability to litigate claims in court and your right to jury trial. You should review this section of your Account agreement carefully. You will not have the right to participate as a class representative or member of any class of claimants for any claim subject to arbitration. If you reside in California or we maintain your Deposit Account in California, the Dispute Resolution Section of the Deposit Account Agreement contains a judicial reference and waiver of jury trial provision that limits your ability to litigate claims in court and your right to a jury trial. By agreeing to judicial reference, you and we waive, and shall not have, any right to a jury trial. 17. General. This Agreement and the related application represent the entire agreement between the parties with respect to Card(s). If there is any conflict between the terms of this Agreement and the Bank’s depository agreement applicable to the account, the terms of this Agreement shall prevail as to all matters relating to the issuance and use of the Card(s). The remedies provided in this Agreement are cumulative and are not exclusive of any other rights or remedies provided by law. The Company waives demand, presentment, notice of dishonor, protest and suit. This Agreement is effective upon the Bank’s approval. This Agreement shall be governed by federal laws and the laws of the state in which the Bank is headquartered, including but not limited to those regarding the validity, mode of performance, and interpretation of this Agreement. This choice of law provision forms a basis of the bargain between the Company and the Bank. If any provision is found to be invalid or unenforceable, the remaining provisions or terms will remain in full force and effect. 18. Attorney’s Fees and Other Collection Charges. The Company agrees to pay all reasonable expenses incurred by the Bank in collecting or attempting to collect the amounts that the Company owes the Bank under this Agreement, including court costs and reasonable attorneys’ fees. 19. Notices. Any notice the Company is required to give the Bank under this Agreement will be effective only when the Bank actually receives it at the address set forth in Section 9 and, except as specifically provided otherwise, must be in writing. General notices regarding the Account, including a change of address, are governed by the Bank’s deposit agreement applicable to the Account. 20. ATM Safety. ATM Safety. You agree to use discretion when using ATMs. If there are any suspicious circumstances, do not use the ATM. Inspect the ATM before use for possible tampering or unauthorized attachments that could capture your Card or PIN information. If you notice anything suspicious while transacting business at the ATM, cancel the transaction, pocket your Card and leave. Be careful when using the ATM and be aware of the surroundings, especially at night or in isolated areas. Park near the ATM in a welllighted area. At night, have someone accompany you when possible. Do not approach a dark ATM. Do not accept assistance from anyone while using the ATM. Do not display your cash; pocket it and then count it later in the safety of your home or office. Be sure to save your ATM transaction receipts and check them against your statements regularly. Prepare deposits at the office to minimize your time at the ATM. Make sure you safeguard your PIN. Do not write your PIN on your Card or carry your PIN in your wallet or purse. Always secure your Card just as you would cash, checks and credit cards. If your Card has an embedded chip, keep your Card in a safety envelope to avoid unauthorized scanning. When making online purchases with your Card, you should end transactions by logging out of websites instead of just closing the web browser. You agree not to disclose or otherwise make your Card or PIN available to others without our prior written consent. Your Cards must be returned to us upon request. Immediately report all crimes to local law enforcement and to the ATM operator. If your Card or PIN is lost or stolen, notify us immediately by calling 18442956466. We do not guarantee your safety while using the ATM.