This Partner/Customer Master Services Agreement (“Agreement”) is entered into by and between Partner, a on behalf of itself and its’ Affiliates (“Partner”) and Customer, on behalf of itself and its’ Affiliates (“Customer”) (individually, a “Party” and collectively, the “Parties”) and is hereby incorporated by reference into the services agreement (“Existing Agreement”) between the Parties.
1. Program Type. Partner and Customer enter into this Agreement, including the Agreement Exhibits (“Exhibits”) the certain prepaid card program (“Program”) SOW(s) and the related schedules (“Schedules”) which are hereby incorporated into this Agreement by reference.
2. Definitions.
2.1 Applicable Law: means with respect to any party, any U.S. federal, state, or local law, rule or regulation, ordinance, statute, treaty, judgment, or any official interpretation by a relevant government agency or court of competent jurisdiction relating to the Cards or the Program, the Parties, or the subject matter of this Agreement.
2.2 Affiliate: means with respect to a Party, any entity that is Controlling, Controlled by, or under common Control with such Party.
2.3 Association Marks: means the “Visa”, “Mastercard” and “Discover” service marks along with all other logos, trademarks and service marks owned by an Association.
2.4 Balance: means the dollar amount available in each Cardholder Account.
2.5 Card: means a prepaid product owned and issued by Bank, bearing Bank and Association marks and subject to Terms and Conditions.
2.6 Card Fee: means the Card fees described in the Terms and Conditions.
2.7 Card Collateral: means the Terms and Conditions, and any other documents, disclosures, and/or notices provided by PARTNER or Bank to Customer.
2.8 Cardholder: means a Person who receives a Card under the Program.
2.9 Cardholder Account: means a segregated pool of funds held at Bank accessible to Cardholder by using a Card as permitted by this Agreement and the Terms and Conditions.
2.10 Customer Funding Account: means a centralized pool of funds under the control of Bank funded through periodic deposits with Bank by Customer to be used for funding Cardholder Accounts. The Funding Account is to be used at the option of Customer and is subject to the terms set forth in Exhibit A.
2.11 Customer Marks: means the Customer’s name, as well as any other logo, trademark, or service mark owned by Customer.
2.12 Confidential Information: means this Agreement’s terms, proprietary information belonging to a Party, including but not limited to, its marketing philosophies and objectives, promotional materials and efforts, financial results, technological developments, customer names, addresses, and other identification information, prepaid card account numbers, account information, and other similar confidential or proprietary information and materials.
2.13 Control: means the possession, directly or indirectly, of 50% or more of the voting power for the election of directors of any entity, or the power to direct or cause the direction of the management and policies of that entity, whether through ownership of voting rights, by contract, or otherwise.
2.14 Force Majeure Event: means any cause or event of any nature whatsoever beyond the reasonable control of a Party, including strikes, riots, earthquakes, epidemics, pandemics, terrorist actions, wars, fires, floods, weather, power failure, telecommunications outage, acts of God or other failures, interruptions or errors not directly caused by that Party.
2.15 Person: means any corporation, company, group, partnership, other entity, or individual.
2.16 Program Marks: means the registered and common law trademarks and service marks of Bank and PARTNER including their agents and subcontractors.
2.17 Subsidiary: means any corporation or other entity under the Control of a Party, either directly or through one or more of its Subsidiaries.
2.18 Term: means the Initial Term and each Renewal Term.
2.19 Terms and Conditions: the written agreement between Bank and the Cardholder that describes the Card features and terms of use, as may be modified by the Bank from time to time.
3. Term and Minimums
3.1 Term. This Agreement shall be coterminous with the Existing Agreement and expires at the end of two years (“Initial Term”) unless earlier terminated in accordance with this Agreement. After the Initial Term, this Agreement will automatically renew for successive one-years terms (each a “Renewal Term”) unless cancelled by either Party in writing no less than 60 days before the end of the then-current term or otherwise terminated in accordance with this Agreement.
3.2 Customer Exclusivity: During the Term and, subject to the limitations of Applicable Law, PARTNER shall be the exclusive provider of the type of prepaid cards provided to Customer as contemplated in each applicable Program. Customer shall further ensure that each Subsidiary or Affiliate of Customer complies with this section 3.2.
4. Confidentiality
4.1 Each Party agrees that it will have no right to use any Confidential Information received from the other Party, and will not disclose Confidential Information to any third parties without the prior written consent of the disclosing Party, except as may be reasonably necessary for it to perform its obligations or exercise its rights under this Agreement, provided that any such third party to whom such information is provided is subject to a confidentiality agreement that is at least as restrictive as this Section 4. Without limitation, during the Term of this Agreement and thereafter, Confidential Information, along with any information provided to Customer pursuant to this Agreement relating to a Program, may be considered Confidential Information belonging to PARTNER.
4.2 Any Confidential Information received by a Party shall be subject to this Section 4. Notwithstanding the foregoing, each Party may use or disclose Confidential Information received from the other Party:
4.2.1 to report, transmit, investigate and prevent incidences of fraud, misrepresentation or crime;
4.2.2 as required by any court or other governmental body, including any regulatory authority having jurisdiction over it;
4.2.3 to legal counsel of such Party;
4.2.4 in confidence, to accountants, banks and financing sources and their respective advisors;
4.2.5 if necessary, in connection with the enforcement of this Agreement or rights under this Agreement;
4.2.6 in confidence, in connection with an actual or proposed merger, acquisition or similar transaction; or
4.2.7 to otherwise comply with Applicable Law. Each Party further agrees that it will use commercially reasonable efforts to maintain the confidentiality of any Confidential Information disclosed by the other Party under this Agreement. The Parties’ obligations under this Section will survive the expiration or termination of this Agreement. The foregoing obligations with respect to confidentiality will also apply to any Confidential Information of Bank which may be disclosed to Customer.
4.3 Confidential Information related to Cardholders or data produced during to or in connection with a Program will be disclosed only to provide the services or in accordance with Applicable Law, court order, or subpoena; provided the disclosing Party will use reasonable efforts to notify the other Party prior to disclosure, and if requested, will reasonably cooperate with the other Party’s efforts to obtain a protective order or other protection.
4.4 Each Party’s rights and obligations under this Section 4 with respect to the other Party’s Confidential Information will survive expiration or termination of this Agreement.
5. Intellectual Property and Ownership
5.1 PARTNER grants to Customer a limited, non-exclusive, royalty-free, non-assignable, non-transferable limited license to use Program Marks during the Term, in the form and manner that PARTNER expressly authorizes to be used solely in connection with the Program. During, and following the termination of this Agreement, Customer grants to PARTNER, a non-exclusive, non-transferable limited license to use any Customer Marks in connection with the Program, for PARTNER’s promotional materials, or similar matters. Notwithstanding anything to the contrary in this Agreement, Customer has no right, title or interest in, nor will Customer use any Association Mark without specific prior written consent of the owner of the mark.
5.2 Customer, PARTNER, Bank, and each Association retains all of its patent rights, copyright rights, trade secret rights, know-how, trademark, service mark, derivative works or enhancements and other proprietary rights that are acquired, discovered, invented, originated, made, or conceived by them, (together, Intellectual Property Rights). Other than as provided under this Agreement, no right, title or interest in, to or under any Intellectual Property Rights of Customer, PARTNER, Bank, or an Association, including any implied license is created, assigned or otherwise transferred under this Agreement. PARTNER will retain sole and exclusive ownership of all of its Intellectual Property Rights created or conceived while making the Program available to Customer and Cardholder, including but not limited to all Partner applications and the API Materials (if applicable) governed by the API Usage Agreement which is attacahed hereto as Exhibit B and shall be considred fully incorporated and binding to the Parties in the event Customer utilizes Partner’s APIs. This Agreement is not a work for hire agreement.
5.3 As between the Parties, PARTNER will at all times own the right to use all Confidential Information related to Cardholders and information obtained during or in connection with a Program in order to comply with Applicable Law or as part of PARTNER’s record retention policy.
5.4 Customer shall be solely responsible for obtaining the required consent of each Cardholder for the use of Confidential Information necessary to permit such Cardholder’s participation in the Program. Without limiting the foregoing, Customer acknowledges that PARTNER shall at all times be authorized and permitted to communicate directly with a Cardholder.
6. Customer Funding
6.1 Directly to Card. Customer may fund Cardholder Account directly using a good funds method of settlement via Automated Clearing House “ACH” or as otherwise agreed to between Parties. Funding velocities and limits may be subject to thresholds as stated in the Terms and Conditions.
6.2 Customer Funding Account. Customer may request to open a Customer Funding Account by agreeing to the Customer Funding Account Agreement (“CFA Agreement”) attached as Exhibit A to this Agreement. Use of the Customer Funding Account shall demonstrate agreement to the CFA Agreement by Customer. The Customer Funding Account is subject to the terms of this Agreement. Funds deposited in the Customer Funding Account are Customer-owned deposits and may only be used solely for making disbursements to Cards. Customer shall use a good funds method of settlement and must have a sufficient amount of immediately available funds on deposit in the Customer Funding Account to fund any disbursement to a Card.
7. Representations and Warranties
7.1 Representations and Warranties. As of the date of this Agreement, each Party hereby represents and warrants to the other party as follows:
(a) It has the full right, power and authority to enter into and perform this Agreement in accordance with all the terms and provisions herein, and that the execution of this Agreement has been duly authorized and the individuals signing are duly authorized to execute this Agreement;
(b) There are no material actions, suits or proceedings pending or threatened against it or its Affiliates or Subsidiaries which would adversely affect its ability to perform this Agreement;
(c) this Agreement’s execution, delivery and performance will not conflict with, violate, or cause a breach or default under, the terms of any other agreement to which it is a party or commitment by which it is bound; and
(d) represents, warrants, and covenants that all information provided is true and accurate as of the date of this Agreement. The Parties are duly registered and legally authorized to do business in the States where residing and shall remain in good standing throughout the term of this Agreement.
7.2 Legal Compliance. PARTNER and Customer will each comply with Applicable Law governing its obligations under this Agreement and corresponding Program (including any Applicable Law brought to one Party’s attention by the other).
7.3 PARTNER reserves the right to deny participation by any Cardholder or prospective Cardholder in the Program.
7.4 Customer will notify PARTNER within three business days if Customer receives a communication from a regulatory authority concerning the Program.
7.5 To comply with regulatory requirements, PARTNER will conduct a due diligence review of Customer, and Customer must complete and provide the Customer due diligence information. Customer acknowledges that the launch of the Program is contingent on due diligence verification to the sole satisfaction of PARTNER and Bank and further understands additional information may be requested in order for PARTNER to launch the Program(s).
8. Security Safeguards
8.1 PARTNER and Customer will each maintain a commercially reasonable data security program: (1) for the Confidential Information collected under the Program; and (2) satisfying the Interagency Guidelines Establishing Information Security Standards and Applicable Law, regulating Confidential Information ownership, processing, and storage.
8.2 PARTNER is not responsible for, and Customer bears all risk of loss and associated liability for any data breach, data misuse, data corruption, data security, internal fraud of any kind, or related incidents that are part of Customer’s applications, processes, employees, infrastructure, network, security, and related components that make up Customer’s infrastructure and environment and processes related to Customer’s obligations under this Agreement. Customer is responsible for implementing and managing information security policies and procedures that protect the creation, collection, storage, use, transmission, and disposal of sensitive information, including the protection of hardware and infrastructure used to store and transmit such information.
9. Loss Prevention and Security
9.1 If Customer receives Cards from PARTNER, Customer will implement and abide by commercially reasonable inventory controls for Cards and Program materials to ensure the safekeep of Card stock. Customer shall present all Card Collateral as prescribed by PARTNER and/or Bank. Customer bears all risk of loss and any associated liability for Cards stolen, lost, or fraudulently used while under Customer’s control.
9.2 Customer will provide prompt notice to PARTNER if Customer knows or suspects that:
(a) any Card is lost, stolen, issued in error, or otherwise compromised or potentially compromised; or
(b) security for access to the inventory of any Cards in its possession has been compromised.
10. Audit and Inspection
PARTNER or Bank (with at least 10 days’ prior notice), or any regulatory authorities that have jurisdiction over PARTNER or Bank, will have the right to audit, inspect, and obtain copies of Customer’s records related to the Program, as needed to maintain and demonstrate Customer’s, PARTNER’s, or Bank’s compliance with Applicable Law.
11. Account Suspension, Cancellation, or Termination
Bank or PARTNER may suspend, cancel, decline to issue, or terminate, without notice any Card Account, Account Agreement, Card or a Cardholder’s right to use the Program if:
(a) If applicable, Cardholder or Customer has not provided complete and accurate Cardholder information as required by this Agreement, the Program, or Applicable Law;
(b) fraud occurs involving Customer or Cardholder use;
(c) prospective Cardholder fails to pass PARTNER and/or Bank’s verification procedures;
(d) PARTNER makes multiple reimbursements to a Cardholder for claims of unauthorized use of a Card;
(e) the Card Account has not received a deposit or the Card has not been used for longer than 60 days;
(f) if money laundering, or high risk activity occurs or is suspected; or
(g) permitted under the Terms and Conditions or Applicable Law.
12. Fees and Payment
12.1 Customer will pay to Partner the applicable fees and charges as communicated by Partner to Customer (“Customer Fees”).
12.2 Cardholder Fees. PARTNER will deduct from each Cardholder’s Account Balance the fees and service charges as provided in the Terms and Conditions.
13. Modification and Termination
13.1 Customer Termination for Convenience. Customer may terminate this Agreement, without cause, upon thirty (30) days written notice to PARTNER.
13.2 Termination for Cause. This Agreement may be terminated immediately by either Party if: (i) the Associations prohibit the Program; (ii) Bank ceases to provide services to PARTNER necessary for the continuation of the Program; (iii) the other Party files a voluntary petition for bankruptcy or a petition seeking any reorganization, liquidation, dissolution, or similar relief for debtors; (iv) there is an entry by a court of competent jurisdiction of an order, judgment, or decree approving a petition filed against the other Party seeking any reorganization, liquidation, dissolution, or similar relief; (v) there is any breach or default by the other Party that remains uncured thirty days after notice thereof; or (vi) in the reasonable judgment of a Party, applicable laws, rules, or regulations prohibit the Program or materially increase the regulatory burden of continuing the Program. Notwithstanding the above, either Party may immediately terminate this Agreement in the event that it reasonably suspects that the other Party has engaged in any illegal, fraudulent, or unauthorized use of Program cards or any other fraudulent or illegal activity.
13.3 PARTNER Termination for Risk. PARTNER may terminate this Agreement or curtail or restrict its operations under this Agreement (including the termination of a Program in particular jurisdictions) at any time with notice to Customer without liability, upon PARTNER and/or Bank’s sole determination, that continuation of any service contemplated under this Agreement may subject PARTNER to undue financial, legal, regulatory, or reputational risk.
13.4 Accrued Obligations. Termination of this Agreement shall not release the Parties from any liability which, at the time of termination, has already accrued or which thereafter may accrue with respect to any act or omission before termination, or from any obligation which is expressly stated in this Agreement to survive termination. Notwithstanding the foregoing, the Party terminating this Agreement as permitted by any provision in this Article shall incur no additional liability merely by virtue of such termination.
13.5 Cumulative Remedies. Termination of this Agreement, regardless of cause or nature, shall be without prejudice to any other rights or remedies of the Parties and shall be without liability for any loss or damage occasioned thereby. Except as otherwise expressly stated in this Agreement, all remedies specified in this Agreement are cumulative with any other remedies that may be available at law or in equity.
13.6 Effect of Termination. Upon termination of this Agreement, and unless required to continue to perform obligations related to this Agreement, each Party shall (i) immediately discontinue all use of the other Party’s Confidential Information; (ii) delete the other Party’s Confidential Information from its computer storage or any other media, including, but not limited to, online and off-line libraries; (iii) return to the other Party or, at the other Party’s option, destroy, all copies of such other Party’s Confidential Information then in its possession; and (iv) pay all amounts due and remaining payable hereunder. The Cardholder Account will continue to be maintained by PARTNER and the funds will continue to be held for the benefit of the Cardholder, if owned by the Cardholder.
13.7 Wind-Down of Program. The Parties agree to cooperate in good faith to wind down the Program in a commercially reasonable manner.
14. Indemnification
14.1 Obligations. Subject to Section 15 and except to the extent the Losses (as defined below) result from the gross negligence or willful misconduct of the other Party or its agents or employees, each party (the “Indemnifying Party”) shall defend the other party (the “Indemnified Party”), from any claim asserted by a third party (“Third Party Claim”) against the Indemnified Party, and shall indemnify and hold the Indemnified Party harmless against any and all losses, liabilities, damages, costs or expenses, including attorneys’ fees (“Losses”), awarded against the Indemnified Party by a final judgement or an agreement settling such claim in accordance with section 14.2. For purposes of this Agreement, a Third Party Claim means any claim by a third party related or attributable to the Indemnifying Party’s (a) violation of any Applicable Law; (b) breach of this Agreement; and (c) willful misconduct or fraudulent activity on the part of its agent or employee.
14.2 Procedures. The Indemnified Party will notify the Indemnifying Party in a reasonably prompt manner of any claim that is asserted for which the Indemnified Party is seeking indemnification pursuant to this section 14. The Indemnifying Party may thereafter assume control of such claim, provided, that the Indemnified Party will have the right to participate in the defense or settlement of such claim. The Indemnified Party will provide the Indemnifying Party with a reasonable amount of assistance in connection with defending or settling any such claim. Neither the Indemnifying Party nor the Indemnified Party may settle such claim or consent to any judgement related thereto without the consent of the other party (which such consent may not be unreasonably withheld or delayed).
15. Limitation of Liability; Exclusion of Damages
15.1 The cumulative aggregate liability of PARTNER over the life of this Agreement for damages from all claims, Losses, damages, liabilities, reasonable attorneys’ fees, costs and other out of pocket expenses, regardless of the form of action or legal theory shall not exceed $50,000.
15.2 NO EVENT SHALL EITHER PARTY BE LIABLE TO OTHER PARTY, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, FOR INDIRECT, CONSEQUENTIAL, ADDITIONAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY OTHER PERSON ARISING OUT OF PERFORMANCE OR NONPERFORMANCE UNDER, OR OTHERWISE ARISING IN CONNECTION WITH, THIS AGREEMENT OR ITS INDEMNIFICATION PROVISIONS, EVEN IF EITHER PARTY HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
15.3 Neither PARTNER nor Bank will be liable for any loss or damage, or be deemed in breach of this Agreement, for the acts or omissions, or the insolvency of, any Association or NACHA, any Federal Reserve Bank or its branches, or other ACH system participants.
16. Disclaimer of Warranties
This is a service agreement. Except as expressly provided in this Agreement, PARTNER disclaims all representations or warranties of any kind (statutory, express or implied), including any warranties regarding quality, suitability, merchantability, fitness for a particular purpose and non-infringement (irrespective of any course of dealing, custom, or usage of trade).
17. Third Party Beneficiaries
This Agreement is entered into solely for PARTNER and Customer’s benefit and will not confer any rights upon any other persons not expressly a Party to this Agreement including Cardholders.
18. Subcontractors
PARTNER may use one or more subcontractors to perform its obligations under this Agreement. To the extent PARTNER engages a subcontractor, PARTNER shall remain solely responsible for the performance of the work of that subcontractor as if the work were performed by PARTNER. Customer shall have no recourse, nor assert any claim against any subcontractor.
19. Force Majeure
Except for Customer’s obligation to pay Customer Fees, neither Party will be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by a Force Majeure Event or the other Party’s failure to comply with its obligations under this Agreement.
20. Notices
Unless otherwise agreed by the Parties, notices given under this Agreement must be in writing and shall be delivered (a) by certified mail, postage prepaid, return receipt requested, or (b) by an express courier with confirmation. Each Party may change notice information by giving the other notice of the change as described in this Section 20.
21. Additional Provisions
21.1 Customer may not assign this Agreement or any of its rights, interests, and duties to another party without PARTNER’s prior written consent.
21.2 This Agreement will be governed by New York law without reference to choice of law rules. Any controversy or claim arising out of or relating to this Agreement, including any breach of the Agreement, shall be settled by binding arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. PARTNER and Customer expressly consent to venue and arbitration in Jefferson County, AL. The decision of the arbitrator is final, and there shall be no right of appeal. Any award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The fees and costs of the arbitrator shall be shared equally by PARTNER and Customer. The prevailing party shall be entitled to recover its reasonable attorney fees and costs.
21.3 To the extent permitted by Applicable Law, each party hereby knowingly, willingly, and voluntarily waives its right to trial by jury in any action or proceeding arising out of, connected with, related to, or incidental to this Agreement.
21.4 Upon PARTNER’s request, Customer will execute and deliver any additional documents, forms, or instruments and perform any additional acts that may be reasonably necessary or appropriate to participate in the Program. Any information and/or materials related to the Program shall not be used by Customer without prior written approval by PARTNER and/or Bank.
21.5 This Agreement is the entire agreement between the Parties, and it supersedes and merges all prior proposals and all other agreements, whether oral or written, by the Parties relating to this Agreement’s subject matter. Except as described elsewhere in this Agreement, no change, modification, or waiver of any term or condition of this Agreement will be valid unless it is in writing and signed by each Party. If there is any conflict or inconsistency between the provisions of this Agreement and Applicable Law, this Agreement will be deemed modified to the extent necessary to comply with Applicable Law.
21.6 The obligations and remedies of the parties set forth in Sections 4, 5, 14, 15, 16, 17, and 21 shall survive termination of this Agreement.
This Form is to be completed by Customer requesting a Customer Funding Account to be used solely for funding Cards. Once a Customer Funding Account is established, funds will reside in the Customer Funding Account at the Bank, funded only through ACH by the Customer, and accessed only by the Customer’s Authorized Users. This Funding Account is the sole property of the Customer and Partner shall have the right to offset this Customer Funding Account against any unfunded obligation of Customer under the terms of this Agreement.
The undersigned Customer grants authority only to the following employees (“Authorized Funding Account User(s)”) to utilize the Customer Funding Account and must notify Partner of any modifications to the Authorized Funding Account Users to include removals and additions.
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Each Authorized Funding Account User will be issued a user name and password to access the Partner Program portal which enables the Authorized User to apply funds directly to Cards from the Customer Funding Account.
Customer agrees to be solely responsible for both access and use of the Customer Funding Account and agrees to indemnify Partner and Bank, their employees, representatives and agents harmless from any and all claims, damages, losses or liabilities (including attorneys’ fees and costs) including but not limited to acts or omissions of its employees, representatives and agents, arising from the use of the Customer Funding Account.
This API Usage Agreement (“Usage Agreement”) establishes the rules around use of Partner’s APIs for Customer use. Any capitalized but undefined terms which are undefined in this Usage Agreement shall have the same meaning as set forth in the Agreement.
Definitions
API means Partner application program interface code that allows Customer software programs to interface and communicate with PARTNER designated software (“API” or “APIs”).
PARTNER Services means those products and services utilized by Customer as defined in this Agreement. (“PARTNER Services”)
API Materials means the PARTNER application programming interface (API) and any accompanying or related documentation, source code, executable applications and other materials (“API Materials”);
Customer Applications means software applications, services or products developed by Customer that use or interface with PARTNER API Materials (“Customer Applications”);
Content means data or other content pulled from PARTNER services using the API Materials (“Content”);
Personnel means any director, employee, agent, affiliate, consultant, contractor or other representative (“Personnel”);
Trade Marks means the trade marks, trade names, logos or other descriptive marks or designs (whether registered or not) used by PARTNER in respect of the goods and services (“Trade Marks”);
PARTNER Policies means this Agreement, PARTNER’s Terms of Service and Privacy Policy (“PARTNER Policies“).
Restrictions. The usage of APIs is restricted as follows:
Compliance with PARTNER Policies and guidelines. Customer shall comply with PARTNER Policies in all uses of the APIs. If, in PARTNER’s sole but reasonable discretion, Customer has violated or attempted to violate any term, condition, or the spirit of this Usage Agreement, Customer’s ability to use and access the APIs may be temporarily or permanently revoked, with or without notice.
Obtaining and Maintaining an API Key. In order to use the API, Customer must obtain appropriate API credentials (an “API Key” or “Customer Credentials”). Customer will not share Customer API Key, will keep Customer API Key secure, and will use it as Customer’s sole means of accessing the API.
No Compromising PARTNER Security. Customer is not permitted to use the APIs in any manner that does or could potentially undermine the security of PARTNER services. In addition, Customer shall not interfere with, modify or disable any features, functionality or security controls of PARTNER services or PARTNER API, defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the APIs, or reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from PARTNER services or PARTNER API.
Reporting Security Flaws and Unauthorized Access. Customer shall immediately report to PARTNER, and in any case within 24 hours of discovery, any actual or suspected security flaws Customer discovers in any of PARTNER Services or API Materials. PARTNER reserves the right, in its sole discretion, to determine what constitutes a security flaw. Customer will also immediately report to PARTNER, and in any case within 24 hours of discovery, any actual or suspected unauthorized access to or fraudulent use of the PARTNER API using Customer credentials or any compromise of the confidentiality of the Customer Credentials themselves. Failure to report such actual or suspected flaws, unauthorized access, fraudulent use, or other compromise will be considered a material breach of the Agreement.
No Content Modifications. Customer will not use the API Materials to make any modifications to any content, other than to modify the formatting of such content in order to display it in a manner appropriate for the pertinent applications.
Monitoring. PARTNER reserves the right to monitor Customer use of the API for any reason.
Transfer-Sell-License Restrictions. The Customer may not publish, share, or transfer the API Materials to another entity. Customer may not license, sell, assign, sublicense, or otherwise transfer or encumber the API Materials. The Customer may not use the API Materials in a managed-services arrangement.
Modifications. Customer agrees that PARTNER may modify the API Materials and PARTNER Policies from time to time. Customer acknowledges and agrees that the API Materials may be modified at any time and PARTNER will make every effort possible to notify the Customer in advance of any changes.
Indemnification. The Customer will indemnify PARTNER for any claims or losses resulting from (i) unauthorized access to or fraudulent use of the API from Customer Personnel or (ii) access through Customer’s systems or using Customer Credentials. This indemnification will include costs or losses for investigation into any incidents, complying with any breach notification statutes, relating to regulatory investigations, and relating to any litigation arising out of such unauthorized access or use.
Confidentiality. In connection with this Usage Agreement, and in addition to any and all requirements in the Agreement, Customer may have access to or be exposed to information of PARTNER that is not generally known to the public, such as software, product plans, software development practices and techniques, marketing and sales information, customer lists, “know-how,” or trade secrets, which may be designated as confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential (collectively, “Confidential Information”). Confidential Information may not be shared with third parties unless such disclosure is to the receiving party’s personnel, including employees, agents, and subcontractors, on a “need-to-know” basis in connection with this Agreement, so long as such personnel have agreed in writing to treat such Confidential Information under terms at least as restrictive as those herein. Customer agrees to take the necessary precautions to maintain the confidentiality of the PARTNER’s Confidential Information by using at least the same degree of care as such party employs with respect to its own Confidential Information of a similar nature, but in no case less than a commercially reasonable standard of care to maintain confidentiality. The foregoing shall not apply to information that was known by Customer prior to its receipt from the PARTNER or is or becomes public knowledge. The obligations with respect to Confidential Information shall survive termination of the Agreement.
Data Protection and Regulatory Requirements. PARTNER is not responsible for any data breach, data misuse, data corruption, data security, or related incidents that are part of Customer Applications, processes, employees, infrastructure, network, security, and related components that make up Customer’s IT infrastructure and environment and related processes. Customer is responsible for implementing and managing information security policies and procedures that protects the creation, collection, storage, use, transmission, and disposal of sensitive information, including the protection of hardware and infrastructure used to store and transmit such information. Customer is responsible for complying with all Applicable Law.
Cooperation and auditing. Customer agrees to cooperate with any investigation into any incident relating to actual or suspected flaws, unauthorized access, fraudulent use or other compromise. Customer agrees to allow reasonable access for PARTNER to audit Customer’s compliance with all provisions of this Usage Agreement including the implementation and managing of information security policies.
Intellectual property
PARTNER reservation of intellectual property rights. PARTNER owns the intellectual property rights in and retain all worldwide right, title and interest in and to the API Materials, including all worldwide intellectual property rights therein. PARTNER owns all right, title and interest in and to API, Trade Marks, any content or any derivative works or enhancements thereof.
Customer intellectual property rights. Customer retains all worldwide right, title and interest in and to Customer Applications, excluding the API Materials, Trade Marks, and any derivative works or enhancements thereof.
Warranties
Disclaimer. PARTNER makes no warranties or guarantees, whether express, implied or statutory or otherwise regarding or relating to the API Materials. PARTNER specifically disclaims all implied warranties of merchantability and fitness for a particular purpose and use with respect to the API Materials.
Information only. All brochures, booklets, catalogues, trade pamphlets, advertising material or other documentation issued by PARTNER in respect of the API Materials are for information purposes only, and do not constitute warranties, representations or undertakings in respect of the API Materials.
No other claim. Except as expressly set out in this Usage Agreement, Customer will have no claim or remedy against PARTNER in respect of any defect in the API Materials.
Customer desires to provide Expense Cards to recipients (“Cardholders”) and (i) consents to the Partner Terms and Conditions provided and approved by Partner and found on the DASH website, as may be revised from time to time without notice, (ii) agrees to accurately complete the Customer Due Diligence & Beneficial Ownership information as requested by Partner (iii) agrees to pay to Partner applicable Customer fees and charges as communicated to Customer by Partner, and (iv) as applicable, agrees to the Customer Funding Account Agreement terms and conditions. Customer acknowledges that Expense Cards shall only be used to distribute Customer Funds to Cardholders that directly or indirectly benefits the Customer. CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT THE EXPENSE CARDS PROVIDED WILL NOT BE TREATED AS CONSUMER CARDS UNDER THE PROVISIONS OF STATE AND FEDERAL LAW. CUSTOMER WILL NOT HAVE THE BENEFIT OF ANY LIMITATIONS OF LIABILITY WITH RESPECT TO THE UNAUTHORIZED USE OF THE EXPENSE CARDS. CUSTOMER ACCEPTS AND AGREES TO UNDERTAKE THE ADDITIONAL RISK ASSOCIATED WITH USE OF BUSINESS PURPOSE CARDS AND AGREES TO ASSUME THE GREATER MEASURE OF LIABILITY DESCRIBED IN THE PARTNER TERMS AND CONDITIONS. The Parties acknowledge and agree that each Card will have an expiration date from the date on which the Card is issued. The Parties further agree that any balance remaining on any Card at time of Card’s expiration date may revert to and become property of Partner or may be escheatable pursuant to Applicable Law.
Customer desires to provide Reward Cards to recipients (“Cardholders”) and (i) consents to the Partner Terms and Conditions provided and approved by Partner and found on the DASH website as may be revised from time to time without notice, (ii) agrees to accurately complete the Customer Due Diligence & Beneficial Ownership information as requested by Partner (iii) agrees to pay to Partner applicable Customer fees and charges as communicated to Customer by Partner, and (iv) as applicable, agrees to the Customer Funding Account Agreement terms and conditions. Customer acknowledges and agrees that each Reward Card will have an expiration date from the date on when the Reward Card is issued. Customer agrees that any balance remaining on any Card at time of Card’s expiration date may revert to and become property of Partner or may be escheatable pursuant to Applicable Law.
Customer desires to provide Commercial Disbursement Cards to recipients (“Cardholders”) and (i) consents to the Partner Terms and Conditions provided and approved by Partner and found on the DASH website, as may be revised from time to time without notice, (ii) agrees to accurately complete the Customer Due Diligence & Beneficial Ownership information as requested by Partner (iii) agrees to pay to Partner applicable Customer fees and charges as communicated to Customer by Partner, and (iv) as applicable, agrees to the Customer Funding Account Agreement terms and conditions. Customer acknowledges that Commercial Disbursement Cards shall only be used to distribute Customer Funds to Cardholders solely for the furtherance of Cardholders business purposes. CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT THE COMMERCIAL DISBURSEMENT CARDS PROVIDED WILL NOT BE TREATED AS CONSUMER CARDS UNDER THE PROVISIONS OF STATE AND FEDERAL LAW. CUSTOMER WILL NOT HAVE THE BENEFIT OF ANY LIMITATIONS OF LIABILITY WITH RESPECT TO THE UNAUTHORIZED USE OF THE COMMERICAL DISBURSEMENT CARDS. CUSTOMER ACCEPTS AND AGREES TO UNDERTAKE THE ADDITIONAL RISK ASSOCIATED WITH USE OF BUSINESS PURPOSE CARDS AND AGREES TO ASSUME THE GREATER MEASURE OF LIABILITY DESCRIBED IN THE PARTNER TERMS AND CONDITIONS.
Customer desires to provide Consumer Disbursement Cards to recipients (“Cardholders”) and (i) consents to the Partner Terms and Conditions provided and approved by Partner and found on the DASH website, as may be revised from time to time without notice, (ii) agrees to accurately complete the Customer Due Diligence & Beneficial Ownership information as requested by Partner (iii) agrees to pay to Partner applicable Customer fees and charges as communicated to Customer by Partner, and (iv) as applicable, agrees to the Customer Funding Account Agreement terms and conditions.
Customer desires to provide Pay Cards to recipients (“Cardholders”) and (i) consents to the Partner Terms and Conditions provided and approved by Partner and found on the DASH website as may be revised from time to time without notice, (ii) agrees to accurately complete the Customer Due Diligence & Beneficial Ownership information as requested by Partner (iii) agrees to pay to Partner applicable Customer fees and charges as communicated to Customer by Partner, and (iv) as applicable, agrees to the Customer Funding Account Agreement terms and conditions.
PARTNER is committed to preventing money laundering, terrorist financing, and the misuse of our products for other criminal purposes. In support of this commitment, we comply and cooperate, as appropriate, with the enforcement of regulatory guidelines and the prosecution of criminal activities.
As part of PARTNER’S commitment, Corporate Customers and required personnel are trained in all applicable aspects of BSA and OFAC requirements. The following material covers the pertinent regulatory requirements:
Money laundering is the process criminals use to transform the monetary proceeds derived from criminal activity into funds with an apparently legal source. Money is laundered to conceal illegal activity and the result is that illegally-gained money is introduced into the US Financial System. Money laundering is usually associated with drug trafficking, armed robbery, tax evasion, smuggling, prostitution, arms dealing, fraud, forgery, counterfeiting, bribery, and corruption. Money laundering involves a series of complex transactions that include the following three steps:
Terrorist financing differs from money laundering in that most funds are used for a purpose, rather than to conceal profits of a crime. Many times, terrorist funds are not derived from illegal means. Generally, terrorist financing will use the same methods as are used for money laundering in order to move money and maintain the secrecy of transactions and access to funds.
The Bank Secrecy Act (BSA) is a U.S. government legislation that was created in 1970 to prevent financial instruments from being used as tools by criminals to hide or transfer money derived from their illegal activity. This is achieved by requiring financial institutions to file reports. Cash transactions in excess of $10,000 conducted on any one day by or on behalf of one person requires a Currency Transaction Report (CTR) and unusual or suspicious activity is required to be reported once identified via the Suspicious Activity Report (SAR). All unusual or suspicious activity is confidential and should only be shared on a need to know basis.
The USA PATRIOT Act (USAPA) is an act Congress passed after the terrorist attacks in 2001. Section 326 of the USA PATRIOT Act requires each bank to implement a written Company Identification Program (CIP) to enable the bank to form a reasonable belief it knows the true identity of each customer. The written CIP program must entail notification, collection, verification, and screening. Each customer must be notified information requested will be used to verify their identity. A customer Name, Physical Address, Government ID number, and Date of Birth (DOB) is required to be collected and then used to verify the customer’s identity. The last requirement is to ensure the customer is screened against suspected terrorist or terrorist organization lists.
Although the Office of Foreign Assets Control (OFAC) is separate and distinct from BSA and USAPA they are often lumped together. OFAC is a department of the U.S. Treasury that enforces economic and trade sanctions against countries and groups of individuals involved in terrorism, narcotics, and other disreputable activities. As it is the responsibility of all U.S. persons and entities to comply with OFAC regulations, all customers should be screened initially and ongoing to ensure compliance.
All BSA and OFAC records and documents are required to be retained for a period of five (5) years. Institutions and individuals may face criminal and civil liability for violating BSA or OFAC requirements.
PARTNER’S BSA/OFAC RESPONSIBILITIES INCLUDE:
CUSTOMER’S BSA/OFAC RESPONSIBILITIES INCLUDE:
Helping companies modernize payroll and transition to 100% electronic delivery of wages.
Providing a modern approach to corporate expense management with efficiency and control.
Driving employee engagement, rewarding customers, and incentivizing channel partners.
Enabling organizations to digitally disburse funds with endless options and powerful capabilities.
Solutions built to scale with your needs in mind.
Increase retention and drive productivity by streamlining the way you pay and engage with your employees.
Simplify and streamline payment processes to control business expenses and disburse funds faster.
Elevate your brand while rewarding, engaging and motivating positive behaviors.
Drive loyalty, mindshare and results through flexible technology, engaging promotions and top-tier support.
User-friendly way for users to manage money on-the-go.
Embed advanced payments solutions into your own tech platforms with our client-facing APIs.
Solutions built to scale with your needs in mind.
Leverage our technology to drive revenue and strengthen client relationships
Decades of experience and a relentless drive to provide the most modern solutions in the industry.
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