Order.co Off-Catalog Virtual Cardholder Agreement
This commercial cardholder agreement (“Agreement”) outlines the terms and conditions under which the Card has been issued to you by Patriot Bank, N.A. (the “Bank” or “issuer”) pursuant to licenses from Mastercard® International Incorporated. The card can be used everywhere Mastercard is accepted. Mastercard is a registered trademark of Mastercard International. Order.co is the administrator of the Card and can be reached at [email protected].
The Card is generally intended to help businesses make and manage procurement purchases through the Order.co platform.
The Business Account Owner (as defined below) is responsible for notifying the Administrator (as defined below) and Authorized User(s) (as defined below) of their authority and obligations under this Agreement and for ensuring their compliance with this Agreement. Each Authorized User must agree to comply with the terms of this Agreement to receive a Card and use the Services.
THIS AGREEMENT REQUIRES ALL DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL PARTY ARBITRATION. THE TERMS OF THE ARBITRATION CLAUSE APPEAR AT THE END OF THIS AGREEMENT.
A. Using the Services
- “Administrator” means any person that may be designated and authorized by the Business Account Owner to administer the Business Account and associated Cards and/or act on Business Account Owner’s behalf in connection with this Agreement, including without limitation designating Authorized Users, funding Cards, and setting Card limitations. The Administrator will administer the Business Account and each Card Account only as described in this Agreement and as authorized by the Business Account Owner.
- “Authorized User” means any person authorized by the Administrator to use Cards or the Card Account on the Business Account Owner’s behalf.
- “Business Account” is your means of access to the Services offered by us and facilitates issuance of Cards that may be used by Authorized Users. Your Account does not hold any funds. Instead, all funds are received and held by our Partner Banks.
- “Business Account Owner” means the business that has qualified for and established a Business Account and one or more Cards.
- “Card” means the virtual Mastercard payment card issued to you by the Issuer. The Card is a prepaid card. The Card is not a gift card, nor is it intended for gifting purposes. The Card is not designed for consumer use. Your account with the Card Issuer is not interest-bearing and is non-transferable. The Card is reloadable.
- “Card Account” means a sub-account of the Business Account for each Card associated with the Business Account. Each Card Account is a notional sub-account of the Business Account.
- “Order.co” refers to Negotiatus Corp. (d/b/a Order.co).
- “Partner Banks” refers to our bank partners that provide financial services to us, such as the banks we may use to perform ACH debits or payment card acquiring transactions to fund your purchases. Depending on the context, “Partner Banks” may also include the Issuer.
- “Services” consist of Order.co software and technology that provide you with the opportunity to apply for and use a Order.co Prepaid Mastercard (as defined below) in connection with your Business Account. The Services include access to and use of Order.co’s website, procurement and order fulfillment software platform and technology, web and/or mobile-based applications, products and tools, as applicable. Order.co is not a bank and does not offer banking services as defined by the United States Department of Treasury. You must open a Business Account before accessing the Services.
- “We,” “us,” and “our” refers to Order.co and the Issuer.
- "You" and "your" refer to the Business Account Owner.
2. About the Program
Cards will be linked to your Business Account. Purchases made with Cards will automatically be listed and accessible in the Order.co platform or elsewhere in the Services.
The Card is designed to make purchases for certain goods and services from eligible vendor(s) specified by your Authorized User at time of card creation.
Order.co and/or its program partners may restrict transactions based on attributes such as, but not limited to, merchant category code, merchant ID, merchant name, and/or location.
We do not charge fees specific to your use of the Card.
We may charge other fees, such as a platform subscription or late fees, that are tied to your use of our broader services, and are outlined in our General Terms of Service, to which you separately agreed (available at https://www.order.co/terms-and-conditions/) .
Notwithstanding the foregoing, your purchases may be subject to additional fees from individual merchants. These fees are not assessed or received by Order.co and Order.co is not responsible for them.
4. Requirements to use the Services
We may instruct a Business Account Owner to designate an Administrator (via the Services or as we otherwise instruct) to act on Business Account Owner’s behalf, manage approval and repayment of Cards and associated transactions by Authorized Users, and otherwise administer Card Accounts.
By accepting these terms, you represent and warrant that:
- The Business Account Owner is duly organized, validly existing and in good standing under the laws of the state of its formation, and is qualified and in good standing to do business in all jurisdictions where it conducts business;
- You have all necessary organizational power and authority to establish Card Accounts, enter into this Agreement, and perform all obligations under this Agreement;
- Any information you provide in connection with the Services accurately and truthfully represents your identity and the identity of any associated business;
- You and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you;
- You will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services;
- The personal and business information you provide to us is true, correct, and complete;
- The individual accepting and agreeing to this Agreement has corporate authority to accept and agree to this Agreement on the Business Account Owner’s behalf;
- Any designated Administrator and Authorized User is at least 18 years old and a citizen or legal resident of the United States;
- Each Administrator has been authorized by the Business Account Owner to administer the Business Account, and each Authorized User has been authorized by the Administrator to use a Card Account;
- You have not been previously banned from using our Services, and you have not previously violated our Terms of Service; and
- You have not been barred from receiving similar services under the laws of the United States.
5. Your Agreement on Card Use
With each transaction you, an Administrator, or an Authorized User process through the Service, you represent, warrant and agree that:
- The Card transaction represents a bona fide sale;
- The Card transaction accurately describes the goods and/or services obtained from the merchant;
- You will fulfill all of your obligations to the merchant and will resolve any dispute or complaint directly with the merchant;
- You and the Card transaction comply with all federal, state, and local laws, rules, and regulations applicable to you, including any applicable tax, wage and hour, and tip laws and regulations; and
- You will not use the Service in a fraudulent, disruptive, aggressive, manipulative or any other inappropriate matter.
The Business Account Owner is responsible for all transactions initiated and fees incurred by use of a Card and Card Account. If an Administrator or an Authorized User permit another person to have access to a Card or Card number, we will treat this as if the Administrator has authorized such person to use the Card, and the Business Account Owner will be liable for all transactions and fees incurred by such person, even if they exceed the authorization granted. The Business Account Owner will further be responsible for any transactions made and any fees incurred by the Authorized User, even if the Authorized User exceeds the scope of the authority granted to such Authorized User by the Business Account Owner. Transactions will be considered unauthorized only after an Administrator notifies us that the person is no longer authorized to use the Card.
By designating any individual as an "Administrator," the Business Account Owner acknowledges and agrees that the actions or omissions of any Administrator shall be taken on the Business Account Owner's behalf and the Business Account Owner shall be fully responsible and liable for such actions or omissions as if they were the actions or omissions of the Business Account Owner. Administrator's obligations in this Agreement shall be deemed to be obligations of the Business Account Owner.
Business Account Owner shall notify us immediately if the Administrator's or any Authorized User's status with Business Account Owner has changed. Failure to do so may result in information regarding the Card, Business Account or Card Account being delivered to the wrong person or your transactions being declined. We shall not be responsible or liable for any misuse of funds charged to the Business Account or Card Account related to or arising from Business Account Owner’s failure to comply with this Agreement.
6. Prohibited Uses
You, Administrator, and any Authorized User may not, nor may such parties permit any third party, directly or indirectly, to:
- Export the Services, which may be subject to export restrictions imposed by U.S. law, including U.S. Export Administration Regulations (15 C.F.R. Chapter VII);
- Use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement;
- Use the Service in conjunction with automated purchasing software programs;
- Use the Service to exploit new users, referral programs, promotions offered by other merchants, or otherwise use the Service to violate the terms and conditions of a merchant;
- Act as a payment facilitator or otherwise resell the Services to any third party; or
- Use the Services to handle, process or transmit funds for any third party.
In addition, you may not, nor may you permit any third party, directly or indirectly, to use the Services for the following businesses or activities:
- Any illegal activity or goods,
- Paraphernalia that may be used for illegal activity,
- Unauthorized multi-level marketing businesses,
- Rebate based businesses,
- Betting, including lottery tickets, sports related gambling, casino gaming chips, off-track betting, and wagers at races,
- Manual or automated cash disbursements,
- Prepaid cards or checks,
- Sales of money-orders or foreign currency,
- Wire transfers or money orders, or
- High-risk products and services, including telemarketing sales.
7. Authorized Users
An Authorized User cannot use a Card to perform transactions until the Administrator or Authorized User has activated the Card as instructed by the Administrator.
Prior to distributing a Card to an Authorized User, the Business Account Owner or Administrator, as applicable, is responsible for ensuring each Authorized User agrees to:
- The terms of this Agreement;
- Provide all information we may request from the Authorized User;
- Provide only true, accurate, current, and complete information; and
- Promptly notify us of any changes of Authorized User’s information.
8. Payment Authorizations
A. Transaction & Payment Terms
In order to use the Services, you shall pay all invoiced amounts due to Order.co for transactions made or facilitated through the associated Card Accounts prior to the due date set forth on the invoice. Customer shall make all payments in United States dollars unless invoiced or otherwise specified by Order.co in a different currency by check, automated clearing house (ACH) transfer, wire transfer of immediately available funds to such bank account designated in writing by Order.co, unless the applicable Order Form or invoice expressly provides for an alternative payment method. By adding a payment method to the Order.co Platform, you acknowledge and accept the terms of this agreement and our Terms and Conditions and authorize us to collect amounts you owe to us from the payment method(s) provided by you and/or your Administrator(s). If we are unable to collect payment when due, the invoiced amounts will be subject to the Late Payment terms of our Terms & Conditions.
Furthermore, in order to use the Services, you must first add an eligible funding source (the “Funding Account”) to your Business Account via the Order.co platform or other Services. By entering your funding source information on the Order.co platform, you will have acknowledged and agreed to be bound by our Terms of Service which authorizes us to collect amounts you owe to us from your Funding Account. You can change a funding source in the Order.co platform or otherwise via the Services. You agree that the Administrator has authority to add a Funding Account and authorize us to electronically draw funds from such Funding Account.
B. Bank Account Information and Authorized Actions
9. Termination of the Off-Catalog Services
If you no longer wish to receive the Order.co Off-Catalog Services, you acknowledge that it is the responsibility and obligation of the Business Account Owner to notify your Administrator(s) and Authorized User(s) of your decision to terminate use of such Services and instruct them to remove Off-Catalog Cards from your vendors. Order.co and Issuer shall not be not liable or responsible for any purchases that occur due to a failure to terminate any vendor’s use of a Card by or on behalf of you or your representatives.
B. Our Rights Regarding the Services
1. Modifications to this Agreement
You agree that Order.co and the Issuer may modify this Agreement, or any other Order.co terms, policies, or guidelines at any time in our sole discretion, except as prohibited by applicable law. Any new agreement will be effective immediately, by posting a new agreement and updating the “Last Updated” date at the top of these terms, except as otherwise required by law. Changes made for security purposes may be implemented without prior notice. You agree that, even if you have not personally visited the website with the new terms of this Agreement, the new version of the Agreement will have full force immediately. To the extent permitted by applicable law, you agree to waive any right you may have to receive additional notice of such changes.Your continued use of the Services following the posting of changes or modifications will confirm your acceptance of such changes or modifications. You should frequently review these terms and all applicable terms, policies and guidelines to understand the terms and conditions that apply to your use.If you do not agree to the amended Agreement, you must stop using the Services. Any use of the Services in violation of this Agreement may result in, among other things, termination or suspension of your right to use the Services. You agree that your use of the Services will always be subject to the most current version of this Agreement at the time of such use.
2. Limits on Use of the Services
You acknowledge that Order.co or our Partner Banks may impose limits on your use of the Services and your use of Order.co’s Off Catalog Services are subject to the financial standing assessment; financial credit limits, adjustments and terminations in accordance with the Terms of Service. We may not allow payment from all types of funding sources, and we may otherwise limit payments and/or payees at our discretion. You cannot use the Cards in any way beyond their intended purpose.
For security and fraud protection, Order.co may impose limits on the dollar amount that you can authorize in a transaction, and over a period of time. In addition to these set limits, Order.co and its Partner Banks retain the right to impose additional limits at our discretion. The maximum amount initially allowable for authorization is available in the Order.co platform. Except as required by applicable law, other limits may apply, as may be described on or in Order.co’s website, Platform, and/or elsewhere within the Service.
An Administrator may have the ability to set limits on each Card and Card Account through the Services, including but not limited to limits on the vendor a Card can be used with, categories of purchases or aggregate amounts of purchases over a designated time.
The Business Account Owner and/or Administrator must update the Services’ settings or notify us to revoke permission for an Authorized User to use the Card and/or Card Account. Any revocation of such permission will be effective only after a reasonable time to process such update.
3. Investigations, Account Suspensions and Termination
Order.co and our Partner Banks reserve the right to investigate your, each Administrator’s and each Authorized User’s use of the Service for compliance with this Agreement and in order to comply with law, regulation, legal process or government request.
We may refuse to process any transaction that we believe violates the terms of this Agreement, the Terms of Service, any other agreements between you and Order.co or any applicable network rule or law.
The Card is the property of the Issuer and must be surrendered upon demand. The Card is nontransferable, and it may be canceled, repossessed, or revoked at any time without prior notice.
If we suspect you, any Administrator, or any Authorized User of violating this Agreement, any applicable Terms of Service, network rule or law, Order.co or Issuer may suspend or terminate your ability to access the Services under any or all of your accounts. Order.co reserves the right to determine whether or not you have access to these services.
4. Identity Verification
To help the government fight the funding of terrorism and money laundering activities, federal law requires us to help the Issuer obtain, verify, and record information that identifies each person who requests to use the Services.When you register for the Services, we will ask for your name, address, employer identification number, and organizational documents, and the names, addresses, dates of birth, and other information about each Administrator and Principal Owner (as defined below) that will allow us to identify you and each Administrator and Principal Owner. You authorize us and our partners to make inquiries that we consider appropriate and use third party services to help us verify such persons’ identity and determine if we should open, maintain, collect or close the Business Account."Principal Owner" means (1) each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity and (2) one individual with significant responsibility for managing the legal entity listed above, such as an executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer) or any other individual who regularly performs similar functions.
We may make additional requests for information at any time. We may require you or any Administrator or Authorized User to provide a taxpayer identification number, take steps to confirm ownership of a designated email address or financial instruments, provide a copy of an identifying ID card such as a driver’s license or passport, and verify information provided against third party databases or through other sources. We, and our Partner Banks, may also report the status, history and/or closure of your account to third-party services.
If this information is not provided or we cannot verify an identity, we can refuse to allow use of the Services, or suspend or terminate the Business Account, any Card Account, or any Card. You are responsible and liable for all transactions, withdrawals, deposits and fees that arise out of all use of the Business Account, any Card Account, and any Card.
C. History, Refunds, Errors, and Disputes
1. Payment History
When you, an Administrator, or an Authorized User use your Card, a record of the transaction will automatically be recorded in the Order.co Platform, under the Off Catalog menu. Such Card user should also receive a receipt directly from the merchant.
Except as required by law, the Business Account Owner, Administrator, or Authorized User, as applicable, is responsible for:
- Compiling and retaining permanent records of all transactions and other data associated with the Business Account and use of the Services, and
- Reconciling all transactional information that is associated with the Business Account.
If you believe that there is an error or unauthorized transaction activity associated with your Business Account, you must contact us immediately.
2. Returns3. Processing Errors
In case of errors or questions about the Business Account or a Card Account, or email us at [email protected] as soon as you can, if you think an error has occurred. We must hear from the Business Account Owner no later than 60 days after the earlier of the date Business Account Owner electronically accesses the relevant Card Account, if the error could be viewed in the electronic transaction history, or the date we sent the FIRST written transaction history on which the error appeared.
We will review the information submitted in a commercially reasonable manner, but given that the Service is a commercial product, Business Account Owner is not entitled to, and we are not obligated to follow, the requirements or obligations of the Electronic Funds Transfer Act and Regulation E promulgated thereunder, which only apply to consumer transfers.
4. Merchant Disputes
We are not responsible for the delivery, quality, safety, legality, or any other aspects of goods or services that Authorized User purchases with a Card. All such disputes must be addressed and handled directly with the merchant from whom those goods or services were purchased.
5. Unauthorized Transfers
The Cards are commercial cards and do not provide consumer protections for lost or stolen Cards or unauthorized transactions. Treat the Cards like cash. Until an Administrator or Authorized User reports a Card as lost or stolen or reports an unauthorized transaction on a Business Account or Card Account, Business Account Owner is fully responsible for all transactions, even if the Card is lost, stolen or used for unauthorized transactions.
Contact Customer Service IMMEDIATELY if an Administrator or Authorized User believes a Card has been lost or stolen, or unauthorized transactions have occurred.
D. Other Terms
1. Electronic Delivery of Notices
To the extent permitted by applicable law, Business Account Owner consents to use electronic signatures and to electronically receive all records, notices, statements, communications, and other items for all services provided to Business Account Owner and Authorized Users under this Agreement and in connection with Business Account Owner’s use of the Services (collectively, “Communications”) that we may otherwise be required to send or provide Business Account Owner in paper form. By accepting and agreeing to this Agreement, Business Account Owner represents that: (1) Business Account Owner has read and understands this consent to use electronic signatures and to receive Communications electronically; (2) Business Account Owner satisfies the minimum hardware and software requirements specified below; and (3) Business Account Owner's consent will remain in effect until Business Account Owner withdraws their consent as specified below.Business Account Owner's consent to receive Communications electronically will remain in effect until Business Account Owner withdraws it.
Business Account Owner may withdraw their consent to receive further Communications electronically at any time by contacting us at [email protected]. If Business Account Owner withdraws their consent to receive Communications electronically, we reserve the right to close the Business Account and all associated Card Accounts and return the remaining Business Account and Card Account balances as set forth in this Agreement (in which case Authorized Users will no longer be able to use a Card or participate in the Program, except as expressly provided in this Agreement) or charge Business Account Owner a fee for paper copies of Communications. Any withdrawal of Business Account Owner's consent to receive Communications electronically will be effective only after we have a reasonable period of time to process Business Account Owner's withdrawal. Please note that Business Account Owner's withdrawal of consent to receive Communications electronically will not apply to Communications electronically provided by us to Business Account Owner before the withdrawal of Business Account Owner's consent becomes effective.
To ensure that we are able to provide Communications to the Business Account Owner electronically, the Business Account Owner must notify us of any change in their email address by updating the Business Account Owner's profile on the App, or otherwise via the Services.Business Account Owner should print and save or electronically store a copy of all Communications that we send to Business Account Owner electronically. We reserve the right to assess a fee for any such paper copy. To access and retain Communications provided to the Business Account Owner electronically, Business Account Owner must have (1) a valid email address, (2) a computer or other mobile device (such as tablet or smartphone) that operates a platform like Windows or Mac, and (3) a Current Version of a commercially available internet browser and a Current Version of a program that accurately displays PDF files. "Current Version" means a version of the software that is currently being supported by its publisher.We reserve the right, in our sole discretion, to communicate with the Business Account Owner in paper form.
In addition, we reserve the right, in our sole discretion, to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which we provide electronic Communications. Except as otherwise required by applicable law, we will notify the Business Account Owner of any such termination or change by updating this Agreement on the Website or delivering notice of such termination or change electronically.
2. Telephone Communication
We (or our program partners) may record and/or monitor any telephone conversations with you or any Administrator or Authorized User. If we do record, we (or our program partners, as applicable) do not have to keep the recordings, unless applicable law says that we must. When you, an Administrator, or an Authorized User give us a mobile number, we (or our program partners) have your permission to contact such party at that number about their use of the Services. Such consent allows us and our program partners or service providers to use text messaging, artificial or prerecorded voice messages, and automatic dialing technology for informational and service calls, but not for telemarketing or sales calls. This communication may include contact from companies working on our behalf to service the Business Account. Message and data rates may apply. You may change these texting and messaging preferences by emailing [email protected].
3. Address or Name Changes
You are responsible for notifying us of any change in the Business Account Owner’s name, physical address, mailing address, email address, or phone number. Requests for address or name changes may be subject to additional verification requirements.
We will attempt to communicate with you only by use of the most recent contact information you have provided to us. You agree that any notice or communication sent to you at an address noted in our records shall be effective unless we have received an address change notice from you.
We cannot accept responsibility for any email messages not received by you or for any delay in the receipt or delivery of any email notification. If you make your email account available to any other individual, you agree that you are responsible for any release of any Account information to such individual.
Business Account Owner must notify us immediately in the event of the insolvency, receivership, conservatorship, bankruptcy or reorganization of Business Account Owner or change in principal owners. Business Account Owner's Card(s), Business Account and Card Account may be terminated by us in the event of a change of control, reorganization, restructuring, conversion, consolidation, division, or merger of Business Account Owner.
You acknowledge and agree that the Issuer and Order.co may, subject to applicable law, share information regarding you, the Business Account, the Cards, the Card Accounts, and Card transaction activity as necessary to provide customer service, service the Cards or your Business Account, investigate and act on the Cards or your Business Account and/or your Cards- or Business Account-related claims and as necessary to comply with applicable law. Information about the Cards, your Business Account, or the transactions you make with any of them may be disclosed to third parties:
- Where it is necessary for completing transactions;
- In order to verify the existence and condition of the Cards for a third party, such as a merchant;
- In order to comply with government agency, court order, or other legal, regulatory or administrative reporting requirements;
- In order to prevent, investigate or report possible illegal activity;
- In order to issue authorizations for transactions on the Cards;
- If you consent by giving us your written permission;
- To service providers who help us administer and provide the Cards and related Order.co Services;
- To our employees, auditors, affiliates, service providers, or attorneys as needed;
- As permitted by applicable law;
- As necessary to fulfill our obligations under this Agreement; or
5. No Warranty Regarding Goods or Services as Applicable
Order.co and the Issuer are not responsible for the quality, safety, legality, or any other aspect of any goods or services purchased with a Card.
6. No Warranty of Availability or Uninterrupted Use
From time to time, the Services may be inoperative, and when this happens, you, an Administrator, or an Authorized User may be unable to use a Card or obtain information from a Card, including your Business Account. Please notify us immediately at [email protected] if you have any problems using a Card. You agree that the Issuer, Order.co, and their respective affiliates, employees, or agents are not responsible for any interruption of service.
7. Unclaimed Property
If your Business Account becomes inactive (e.g., if you do not use the funds in your Business Account or access your Business Account for a certain period of time), applicable law may require us to report the funds in your Business Account as unclaimed property. If this occurs, we may try to locate you at the address shown in our records. If we are unable to locate you, we may be required to deliver any funds in your Business Account to the applicable state as unclaimed property. The specified period of time to report and send funds in an inactive Business Account to a state varies by state, but usually ranges between two and five years.
a. Assignment: To the extent permitted by applicable law, we may assign this Agreement without obtaining your consent. You may not assign or transfer your Business Account, any Card, or this Agreement without our prior written consent.
b. Severability: This Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of the Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement will remain in effect. Neither the Issuer nor Order.co waives its rights by delaying or failing to exercise them at any time.
c. Governing Law: This Agreement will be governed by the law of the State of Connecticut, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New York.
d. Language: This Agreement was drafted in English. In the event that this Agreement, or any part thereof, is translated to a language other than English, the English-language version shall control in the event of a conflict.
e. Section Headings: Section headings in this Agreement are for convenience of reference only, and shall not govern the interpretation of any provision of this Agreement.
f. Cancellation: The Issuer or Order.co may cancel or suspend Cards or this Agreement at any time. You may cancel this Agreement contacting [email protected]. Your termination of this Agreement will not affect any of the Issuer’s or Order.co’s rights or your obligations arising under this Agreement prior to termination. In the event Cards are canceled, closed or terminated for any reason, any remaining available funds and/or credits associated with the Card would revert to your Funding Account.
You agree to defend, indemnify, and hold harmless Order.co, Issuer, our program partners, the parties with whom we contract to offer the Cards, the Card Accounts, the Business Account, and related services, and any parents, subsidiaries, and other affiliated companies of any of the foregoing (collectively, the “Indemnified Parties”), and all Indemnified Parties’ employees, contractors, officers, and directors against any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees) that arise from your violation of this Agreement, applicable law, or any third-party rights or your fraud or willful misconduct. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defenses.
9. Limitation of Liability
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, NONE OF ORDER.CO, ISSUER, OUR PROGRAM PARTNERS, THE PARTIES WITH WHOM WE CONTRACT TO OFFER THE CARDS, THE CARD ACCOUNTS, THE BUSINESS ACCOUNT, AND RELATED SERVICES, AND ANY PARENTS, SUBSIDIARIES, AND OTHER AFFILIATES OF ANY OF THE FOREGOING (THE “LIMITED PARTIES”), AND ALL LIMITED PARTIES’ EMPLOYEES, CONTRACTORS, OFFICERS, AND DIRECTORS ARE NOT RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE CARDS, THE SERVICES, ANY PRODUCTS OR SERVICES PURCHASED USING A CARD, OR THIS AGREEMENT (AS WELL AS ANY RELATED OR PRIOR AGREEMENT THAT YOU MAY HAVE HAD WITH US).TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF THE LIMITED PARTIES IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY Order.co IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY OR (B) $10.
The provisions related to indemnification, limitation of liability, arbitration and any other provisions necessary to give effect to a party’s rights shall survive the termination of the Agreement, the bankruptcy of any party, any transfer, sale or assignment of the Business Account, any Card, or any Card Account, or expiration of any Card or Card Account.
1. Agreement to Arbitrate
You, Order.co and Issuer agree to arbitrate any and all disputes arising from your attempted or actual use of the Services (“Dispute”) before a neutral arbitrator who has the power to award the same damages and relief that a court can. For purposes of this section “Issuer” includes any program partners, affiliates, and parties with whom we contract in order to offer the Cards.
ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL PARTY BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, REPRESENTATIVE ACTIONS AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST ORDER.CO, AND ISSUER, AND THE PARTIES WITH WHOM ISSER AND ORDER.CO CONTRACT TO OFFER YOU THE SERVICES.
If any section of these arbitration provisions is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).
ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE.
Your agreement to arbitrate and these related terms are made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (9 U.S.C. 1-16), and not any state arbitration law.
2. Limitation on Time to Initiate a Dispute
Any action or proceeding by you relating to any Dispute must commence within 90 days after the cause of action accrues.
3. Process for Arbitration of Disputes
All disputes shall be FINALLY and EXCLUSIVELY resolved by binding individual arbitration conducted by the American Arbitration Association (“AAA”). The arbitration will be governed by the AAA's Commercial Arbitration Rules (collectively, the "Rules and Procedures"). For a copy of the procedures, to file a claim or for other information about the AAA, contact: AAA, 335 Madison Avenue, New York, NY 10017 or at www.adr.org.
Order.co will pay the initial filing fee to commence arbitration. Any arbitration hearing will occur in New York County, New York, or another mutually agreeable location.
Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures may be SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrators’ decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
All determinations as to the scope, interpretation, enforceability and validity of this Agreement shall be made final exclusively by the arbitrator, which award shall be binding and final. Judgment on the arbitration award may be entered in any court having jurisdiction.
IF YOU DO NOT AGREE TO THE TERMS OF THESE ARBITRATION PROVISIONS, DO NOT ACTIVATE OR USE THE CARD, OR IF IT HAS ALREADY BEEN ACTIVATED, CANCEL IT.
YOU MAY CANCEL THE CARD BY CONTACTING CUSTOMER SERVICE AT [email protected].