Date Last Updated – October 7, 2024
This Privacy Notice (“Notice”) explains MeshPay’s collection, use, and sharing of personal information in the context of the issuance of your MeshPay prepaid card. This Privacy Notice does not cover the collection and use of your Personal Information by MeshPay in the context of other MeshPay products, services, or MeshPay-branded websites and apps. For more general information about MeshPay’s privacy practices, please visit MeshPay’s Privacy Policy.
For information concerning the collection, use, and sharing of personal information in the context of your SoFi Bank, N.A., line of credit, you may review the information located at https://www.sofi.com/online-privacy-policy/.
For purposes of this notice:
When you obtain a prepaid card we collect the following categories and pieces of information:
We use the following factors to determine the retention period of personal information:
We collect your personal information in the following ways.
MeshPay collects and uses your personal information primarily for the purposes of managing the cardholder relationship. We define the purposes for using your personal information, including sensitive personal information, in the following table.
MeshPay does not Share or Sell, as defined under the CCPA, either your personal information or your sensitive personal information for any purposes.
We rely on third-party applications, systems, and services, including cloud-based technology, to manage the customer relationship and enable operations to fulfill our business purposes. Before sharing your personal information with third-party providers, we carry out due diligence and enter into contracts to safeguard your information. In the event we are required to share your personal information outside the boundaries of a contract, we will thoroughly review and evaluate the legality of the request and our obligations to respond to it.
We share with:
MeshPay platform is designed with advanced engineering practices and stringent security measures in place.
We maintain administrative, technical, and physical safeguards designed to protect your information’s security, confidentiality, and integrity.
We encourage you to take steps to manage control over your personal information when possible.
Declining to provide information – We need to collect personal information to provide certain services. If you do not provide the information we identify as required or mandatory, we may not be able to provide those services.
California residents have the right to
To exercise any of your privacy rights email us at privacy@meshpayments.com.
Our services are not intended for children under 18 years of age. We do not knowingly collect personal information from an individual under age 18. If You are under the age of 18, please do not submit any personal information through the Website, app, or service.
We do not knowingly collect, sell, or share the personal information of children under the age of 16.
If you have any questions or concerns about this Notice or MeshPay’s privacy practices regarding your personal information, you can contact us in the following ways.
Email: privacy@meshpayments.com
Phone: If you have any questions, please call us at +1 (888) 488-0589.
MeshPay Visa® Commercial Reloadable Prepaid Card Cardholder Agreement
This MeshPay Visa® Commercial Reloadable Prepaid Card Cardholder Agreement (this “Agreement”) constitutes a legal agreement between SoFi Bank, National Association (“Bank”) and the business accepting this Agreement (“Customer” or “User”) and governs the parties’ relationship in connection with the MeshPay Visa® Commercial Reloadable Prepaid Card Program (the “Program”). By applying for, opening, accepting, or using a Card Account (as defined in Section 1.b.) or any Card (as defined in Section 1.b.), Customer agrees to be bound by, and comply with, the terms and conditions of this Agreement.
(a) Bank and Mesh Payments Inc. (“Program Manager”) have established and will maintain the Program and may make the Program available to Customer, subject to and in accordance with the terms and conditions of this Agreement.
(b) The Program is a commercial prepaid card program that will enable Customer to (i) request and receive a commercial prepaid card account, which will be a subaccount maintained for the purpose of requesting and receiving commercial prepaid cards and recording the funds provided by Customer and held in an omnibus account maintained by Bank for the benefit of commercial customers participation in the Program (such subaccount, the “Card Account,” and the omnibus account, the “Omnibus Account”), (ii) request the issuance of and receive commercial prepaid cards issued to Customer by Bank that can be loaded and re-loaded with Customer funds in the Omnibus Account, as set forth in, and in accordance with, the terms and conditions of this Agreement (each, a “Card”), and (iii) make available Cards to Authorized Users (as defined in Section 4.c.) to be used for purchases of goods or services on behalf of Customer for the business purposes of Customer.
(c) Under the Program, Bank will serve as the issuer of the Cards issued to Customer through the Program, and Program Manager will administer the Program for Bank, including by: (i) interfacing with Customer and its authorized representatives (including Authorized Users) in connection with the Program; (ii) managing the relationship between Bank and Customer; (iii) enforcing the terms and conditions of this Agreement and any other relevant agreements between Bank and Customer (if any); and (iv) providing other services authorized by Bank. Bank will issue all Cards under a license from Visa Inc. and/or its affiliates or subsidiaries (collectively, “Visa”). Customer acknowledges and agrees that Bank may engage Program Manager to perform any of Bank’s rights or responsibilities in connection with this Agreement, even if this Agreement does not expressly indicate that Program Manager may be the party that performs a particular right or responsibility.
(d) Customer will send and receive instructions and information concerning the Omnibus Account, the Card Account, and any Cards by electronic means through the Platform (as defined in Section 2.a. below). Customer’s access to the Platform will be governed by a separate agreement between Customer and Program Manager, available at https://meshpayments.com/terms-of-use (together with related disclosures, the “Mesh Terms of Use”). Customer acknowledges that any fees applicable under the Mesh Terms of Use (“Mesh Fees”) are set out in, and subject to, those terms, and that Bank is not responsible for any Mesh Fees. Customer acknowledges and agrees that Bank is not a party to the Mesh Terms of Use and is not responsible or liable to Customer for any acts or omissions of Program Manager in connection with the Mesh Terms of Use. In the event of any conflict or inconsistency between this Agreement and the Mesh Terms of Use with respect to any aspect of the Program, this Agreement will exclusively govern such conflict or inconsistency, as between Bank and Customer.
(a) Customer may apply for a Card Account through the platform provided or otherwise made available by Program Manager, available at https://meshpayments.com, or such other means as Bank may approve, and Program Manager may make available to Customer, from time to time (e.g., an application programming interface) (the “Platform”). By applying for a Card Account and making available Cards for use on Customer’s behalf, Customer represents, warrants, and covenants that Customer is a business and not an individual consumer and Customer will remain a legal entity that is duly organized, validly existing, and in good standing under the laws of the U.S. state of its organization, and that it is and will remain authorized to do business in each U.S. state in which the nature of its activities make such authorization necessary.
(b) To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each business or person who opens an account. Accordingly, when Customer applies for a Card Account, Bank or Program Manager will ask Customer to provide certain information, and Customer agrees to provide all such information. Each time Customer provides any information to Bank or Program Manager in connection with the Program or this Agreement, Customer represents and warrants that such information is true, accurate, complete, and current, and that Customer has obtained and will maintain all consents that may be necessary to provide or make available the information to Bank and Program Manager. Customer agrees to keep current all of the information provided to Bank or Program Manager, and to notify Bank and Program Manager of any change to any such information. Customer will promptly provide Bank and Program Manager with any and all information Bank or Program Manager may request from time to time.
(c) Customer authorizes Bank to investigate Customer and Customer’s beneficial owners, affiliates, subsidiaries, principals, and representatives in connection with any application for, and the establishment and maintenance of, a Card Account, including by requesting and retrieving information from third parties, including Program Manager, other financial institutions, and credit reporting agencies. Customer may be subject to annual or more frequent reviews, as determined by Bank in its sole discretion, and Bank may investigate and evaluate Customer at any time and require Customer to provide any additional information as Bank deems necessary, appropriate, or advisable. Customer agrees that each of Bank and Program Manager may share any information provided to Bank or Program Manager in connection with the Program, including information about or relating to Customer’s beneficial owners, affiliates, subsidiaries, principals, and representatives, a Card Account, Card transactions, or otherwise in connection with this Agreement, with Program Manager or Bank, as the case may be, and with any relevant third parties.
(a) Issuance. When Bank makes available a Card Account or issues a Card through the Program, the Card Account will be provided, and the Card will be issued, to and in the name of Customer. Each time a Card is requested by or through the Card Account, Customer represents and warrants that Customer is requesting the Card in order for Authorized Users to make purchases of goods or services, on behalf of Customer, for the business purposes of Customer, as expressly permitted by this Agreement. Bank may refuse to issue any Card requested by or through Customer.
(b) Funding Omnibus Account. In order to load funds onto Cards, Customer must fund the Omnibus Account itself to an account designated for such purpose by the Program Manager or via instructions delivered to Program Manager through the Platform. Customer may fund the Omnibus Account using the methods supported by Bank, which will be detailed in, and subject to, the Mesh Terms of Use that govern the methods of, and requirements related to, funding of the Omnibus Account. Following Customer’s funding of the Omnibus Account, the amount of funds available for loading onto Cards will be associated with Customer’s Card Account. Subject to any limits or other restrictions established by Bank from time to time, the maximum aggregate value of Customer’s funds in the Omnibus Account at any time may not exceed $10,000,000. Customer acknowledges and agrees that Customer will not receive or otherwise earn any interest on any of Customer’s funds in the Omnibus Account or any Card Account or Card.
(c) Request and Loading of Cards. Subject to the availability of good funds associated with Customer’s Card Account, upon Customer’s request, through a representative of Customer (which may be an Authorized User), a Card will be generated or provided to Customer or the applicable Authorized User and funds associated with the Card Account will be loaded onto the Card. Customer, through its representative (which may be an Authorized User), may request a physical plastic Card (each, a “Physical Card”), a virtual representation of a Card (each, a “Virtual Card”), or both, in connection with the Card Account. Each Physical Card and Virtual Card issued to Customer will be associated with one Primary Access Number (each, a “PAN”). Except as otherwise expressly set forth in this Agreement, Customer’s rights and obligations under this Agreement will apply to both Physical Cards and Virtual Cards. If a Virtual Card is disabled in accordance with this Agreement, then the associated Physical Card also may be disabled. Subject to Customer’s instructions and the consent of Program Manager, Customer may cause Bank to issue multiple Cards, all of which will be associated with Customer’s Card Account and each of which may be subject to their own individual limitations (e.g., amounts loaded to such Cards, spending limits on such Cards, merchant-type limitations on such Cards, etc.).
(i.) Physical Card. If Customer, through its authorized representative (which may be an Authorized User), requests a Physical Card, then Program Manager will mail the Physical Card to the address provided by Customer through the Platform or to such other address permitted by Bank or Program Manager. Upon an Authorized User’s receipt of any Physical Card, the Authorized User must call customer service at +1 (888) 488-0589 to activate the Physical Card and must select or receive a Personal Identification Number (each, a “PIN”) for the Physical Card before using the Physical Card. Customer must ensure that no Authorized User writes or keeps any PIN with the associated Card, and that Customer and each Authorized User otherwise secure and safeguard any PIN at all times. If Customer, any Authorized User, or any other representative of Customer believes or suspects that any person has gained unauthorized access to a PIN, then Customer must immediately call the number on the back of the Card, +1 (888) 488-0589 and send notice through https://meshpayments.com/contact/ or write to Program Manager at support@meshpayments.com.
(ii.) Virtual Card. If Customer through its authorized representative (which may be an Authorized User), requests a Virtual Card, then the Virtual Card will be issued, activated, displayed in the Platform, and ready for use following the first successful load of funds to the Card Account. No Virtual Card will work at an automated teller machine (each, an “ATM”).
(d) Customer and any authorized representative of Customer (including any Authorized User) may access funds in the Card Account only through the Card.
(a) Generally. Customer acknowledges that the Cards enable Authorized Users to make purchases of good or services at one or more merchants. Customer will be responsible for ensuring that all Cards are only used to make purchases of goods or services, on behalf of Customer, for a business purpose of Customer.
(b) Limitations on Frequency and Dollar Amounts. Subject to any limits or other restrictions established by Bank from time to time, the maximum aggregate value of Customer’s funds associated with the Card Account at any time may not exceed $10,000,000; the maximum amount of purchases with a Card in a day may not exceed $10,000,000; and the maximum load amount for any Card may not exceed $10,000,000. Customer and the Card Account will be subject to other limitations and restrictions, including the following:
(c) Authorized Users. Subject to the terms and conditions of this Agreement, Customer may authorize an employee of Customer (each, an “Authorized User”) to request, access, receive, and use a Card on behalf of Customer. Customer will be responsible for ensuring that no person other than an Authorized User requests, accesses, receives, or uses a Card. Customer will be responsible for all aspects of monitoring all activities and transactions of all Authorized Users, including for ensuring that each Authorized User complies with all applicable terms and conditions of this Agreement as if the Authorized User is “Customer” under this Agreement. Customer agrees to be responsible for all acts and omissions of Authorized Users. Bank may suspend or terminate any Authorized User’s access to or use of a Card Account or Card in its sole and absolute discretion for any reason or for no reason and without prior notice to, or the consent of, Customer.
(d) Transactions; Spending Limits. Customer will be responsible for all transactions initiated with or through the Card Account or any Card. Each transaction initiated by Customer will reduce the amount of funds available on a Card. No transaction initiated with a Card may exceed the available funds on the Card. Bank may place spending limits on the Card Account or Cards at either the request of Program Manager or in Bank’s sole discretion. Bank may restrict the maximum amount of any particular transaction and the number of transactions allowed in connection with the Card Account or any Card, and Bank may establish limits on the types of merchants with which Authorized Users may initiate transactions.
(e) Compliance. Customer will be responsible for ensuring compliance with any limitations or other restrictions established from time to time by Bank, Program Manager, or any applicable card network that are applicable or relevant to Customer, Authorized Users, or the Card Account or Cards. Without limiting the generality of the foregoing, Customer will ensure that the Cards are not used for or in connection with (i) any purpose or transaction that violates applicable law or the rules, regulations, requirements, standards, or expectations of any applicable card network (collectively, the “Card Network Rules”), (ii) any fraudulent purpose, (iii) any personal, family, or household purpose, or (iv) any purpose, transaction, or activities identified by Bank, Program Manager, or any card network as a restricted purpose, business, or activity. Without limiting the generality of the foregoing, Customer will not use the Card Account or any Card in connection with any gambling transaction or gambling activity.
(f) Receipts. Customer shall ensure that each Authorized User requests and obtains a receipt at the time the Authorized User makes a transaction using a Card. Customer agrees to review and retain all receipts to verify transactions made with Cards, including to ensure that the transaction complies with the terms and conditions of this Agreement.
(g) Refunds. If Customer is entitled to a refund for any reason for goods or services obtained using a Card, then Customer agrees to request the refund from the applicable merchant and to accept credits to the Card Account for such refunds. Customer acknowledges and agrees that Bank is not responsible or liable for any refund to which Customer may be entitled from a merchant. The amounts credited to the Card Account for refunds may not be available for a period of time following the date the applicable refund transaction occurs.
(h) Decline and Reversal. Bank reserves the right to decline any transaction, or to reverse a previously approved transaction, and Customer agrees that Bank will not be responsible or liable for any losses or other liabilities that Customer may incur that arise out of or relate to any declined or reversed transaction.
(i) Responsibility for Transactions. Subject to applicable law and the Card Network Rules, and except as otherwise expressly set forth in this Agreement, Customer is and will be responsible for all transactions, including for any losses or other liabilities that arise out of or relate to any such transactions, in connection with the Omnibus Account, the Card Account, and any Cards.
(j) Authorization Holds. Except as otherwise expressly set forth in Section 4.k., Customer may not stop payment in connection with any purchase transaction originated with a Card. When an Authorized User uses a Card to pay for goods or services, certain merchants may request that Bank authorize the transaction in advance, and the applicable merchant may estimate the final value of the transaction at the time of the authorization request. When Bank authorizes a transaction, Bank becomes obligated to make the merchant’s requested funds available when the transaction finally settles. Accordingly, when Bank authorizes a transaction, Bank will place a temporary hold on funds associated with the Card for the amount indicated by the applicable merchant. If an Authorized User initiates a transaction, Bank authorizes the transaction, and the Authorized User then fails to purchase the applicable goods or services as planned, then Bank’s authorization of the transaction may result in a hold on the applicable amount of funds associated with the Card. For car rental merchants, hotel merchants, and other service-oriented merchants who request authorizations, those merchants may take into account and include additional amounts in the authorization request, and those additional amounts will be unavailable for use until such time as the transaction is finally settled.
(k) Recurring Transactions. If Customer intends to allow Authorized Users to use any Card to initiate subscription or other recurring transactions, then Customer will monitor the Card to ensure that the Card has adequate funds to cover such subscription or other recurring transactions. Bank will not be responsible if any subscription or other recurring transaction is declined, whether due Customer’s failure to maintain sufficient funds associated with a Card, due to the authorization of a transaction, clearing, or settlement of a transaction that causes a negative balance, or otherwise, and Customer will be responsible for promptly curing any negative balance and reimbursing Bank for any related transactions or Losses. If any merchant has been authorized to make a subscription or other recurring transaction with a Card, then Customer must contact the merchant to cancel such subscription or other recurring transaction. Except as otherwise prohibited by applicable law or Card Network Rules, Customer will be responsible for any subscription or other recurring transactions on Cards.
(l) Disputed Charges and Errors. Customer will promptly report to Bank any transaction that Customer believes or suspects is unauthorized or made in error (any such reported Charge, a “Disputed Transaction”), or if Customer believes any periodic statement provided or otherwise made available to Customer contains any error. In connection with Customer’s notice to Bank regarding any Disputed Transaction or suspected error, Customer will include Customer’s name, the applicable Authorized User, details about the underlying transaction or error, and an explanation of Customer’s belief that such Disputed Transaction or suspected error was unauthorized or made in error. Bank and Program Manager will review any notice for a Disputed Transaction or suspected error in a commercially reasonable manner and, subject to applicable law and the Card Network Rules, will have sole discretion to decide on any such Disputed Transaction or suspected error. Unless required by applicable law or Card Network Rules, Bank will not be responsible for any dispute Customer may have with any goods or services purchased with a Card, and Customer agrees to resolve any such dispute with the applicable merchant. Customer assigns and transfers to Bank any rights and claims that Customer may have against a merchant for any Disputed Transaction that has been fully or partially credited to a Card or the Card Account. Customer agrees to take all necessary, appropriate, or advisable actions, including executing all agreements, documents, and other instruments, to evidence the assignment and transfer of any such rights and claims to Bank.
(m) Safeguarding and Securing Card Account, Cards, and Information. Customer is responsible for implementing and adhering to, and causing Authorized Users and any other representatives of Customer to adhere to, commercially reasonable measures to safeguard and secure all Card Accounts, Cards, and related information. Customer will notify Bank and Program Manager immediately if Customer, any Authorized User, or any other representative of Customer believes or suspects that there has been any unauthorized access to or use of any Card Account, Card, or related information, that any Card has been lost or stolen, or that any Card is being used without Customer’s permission.
Bank may, in its sole and absolute discretion, cancel, close, revoke, repossess, suspend, or restrict the Omnibus Account, the Card Account, any Card, or Customer’s or any Authorized User’s access to or use of the Card Account or any Card at any time, with or without cause and without prior notice to Customer, including for (a) any inaccurate or untrue representation or other misrepresentation by Customer or any employee or other representative (including any Authorized User), (b) any breach or violation of applicable law, the Card Network Rules, or any term or condition of this Agreement by Customer or any employee or other representative (including any Authorized User), (c) any failure by Customer to pay any amounts owed when due, or (d) any change in the financial condition of Customer. Additionally, Bank may cancel, close, revoke, repossess, suspend, or restrict the Omnibus Account, the Card Account, any Card, or Customer’s or any employee’s or other representative’s (including any Authorized User’s) access to or use of the Card Account or any Card at any time and without prior notice to Customer if Bank determines, in its sole and absolute discretion, that Customer poses unacceptable legal, regulatory, or card network compliance risk, security risk, financial risk, or reputational risk to Bank. If Bank exercises any right to cancel, close, revoke, repossess, suspend, or restrict the Omnibus Account, the Card Account, any Card, or Customer’s or any employee’s or other representative’s (including any Authorized User’s) access to or use of the Omnibus Account, the Card Account, or any Card, then Customer agrees to fully cooperate with all reasonable requests of Bank to effect such action. Bank and Program Manager may require Customer to provide any information that Bank or Program Manager believes is necessary, appropriate, or advisable to comply with applicable law or the Card Network Rules, and Customer agrees to provide such information to Bank or Program Manager. Customer may request that Bank close the Card Account and all Cards by providing notice as follows: by email to support@meshpayments.com, or by written notice to MeshPay US, Inc., 1350 Broadway, 24th Floor, New York, NY 10018 US, Atten Legal Department.
(a) Bank Fees. Except for any fees applicable to international use and foreign transactions as set forth in Section 6.b., the fees for the Program charged by Bank to Customer (the “Bank Fees”) are ZERO DOLLARS ($0.00). Bank may adjust the Bank Fees from time to time upon notice to Customer. In addition to the Bank Fees applicable to the Program, Customer will be responsible for any other amounts imposed in connection with the Omnibus Account, the Card Account, or any Card, which other amounts will be disclosed to Customer by Program Manager.
(b) International Use and Foreign Transactions. For Card transactions that Customer carries out outside of United States, a currency conversion rate will apply to the transaction. If Customer conducts a transaction with a Card in a currency other than U.S. Dollars, then the charge will be converted into a U.S. Dollar amount. In each transaction where a currency conversion takes place, the currency conversion procedure may include the use of either a government-mandated exchange rate, or a wholesale exchange rate selected by the applicable card network. The exchange rate Visa uses will be a wholesale exchange rate in effect on the day the applicable transaction is processed, which rate may differ from the rate in effect on the date of purchase or the date the applicable transaction was settled
(c) Periodic Statements and Payment. All Bank Fees, penalties, and other amounts incurred in connection with the Card Account and Cards will be reflected in the applicable periodic statement and made available to Customer through the Platform. To the extent Customer owes any amounts under a periodic statement, Customer will pay all such amounts set forth in the periodic statement as directed in the periodic statement or as otherwise directed by Bank or Program Manager. Customer also may obtain a 24-month written history of account transactions through the Platform by emailing support@meshpayments.com, or by visiting https://meshpayments.com/contact. Customer will pay all reasonable costs and expenses, including any reasonable attorney fees, Bank or Program Manager may incur to collect any Bank Fees, penalties, or other amounts owed by Customer under this Agreement. If any Bank Fees, penalties, or other amounts owing to Bank under this Agreement exceed the funds held in the Card Account, if any, such Bank Fee, penalties, and other amounts will be due on demand.
(d) Security Interest and Right of Setoff. To secure any amounts owed to Bank in connection with this Agreement, Customer grants to Bank a security interest in and a right of setoff against all amounts and property of Customer now or hereafter in possession of Bank, subject to any limitations imposed by applicable law, in addition to any other remedies available to Bank. Bank may secure any security interest and right of setoff without demand upon notice to Customer. No security interest or right of setoff under this Agreement will be deemed to have been waived by any act or conduct on the part of Bank, or any failure or delay by Bank to enforce any such security interest or exercise such right of setoff. Any security interest and right of setoff of Bank set forth in this Section 6.d. will continue in full force and effect until such security interest or right of setoff is specifically waived or released by an instrument in writing executed by Bank.
The Bank privacy notice or policy, which was made available to Customer at the time of or prior to Customer entering into this Agreement, and as the same may be modified, supplemented, or amended from time to time (the “Privacy Policy”), explains how and for what purposes Bank collects, uses, retains, discloses, and safeguards data provided to Bank in connection with the Program. Without limiting any consents provided by Customer in this Agreement, Customer represents and warrants that Customer has reviewed the Privacy Policy and consents, on behalf of itself and any relevant employee or other representative (including any Authorized Users), to Bank’s collection, use, retention, and disclosure of data provided to Bank in connection with the Program as contemplated by the Privacy Policy and this Agreement. Customer also represents, warrants, and covenants that Customer has obtained, or will obtain prior to engaging in any activities in connection with this Agreement, all necessary rights and consents to provide to Bank, and to allow Bank to collect, use, retain, and disclose, any data in connection with the Program. Bank may modify, supplement, or amend the Privacy Policy at any time and from time to time.
From time to time, Bank or Program Manager may monitor and/or record telephone calls between Customer and Bank or Program Manager to assure the quality of customer service or as required by applicable law. Each of Bank and Program Manager may use automated telephone dialing and electronic mail to provide communications to Customer, Authorized Users, and other representatives of Customer and to contact Customer, Authorized Users, and other representatives about transactions and other important information regarding this Agreement or Customer. Telephone messages may be played by a machine automatically when the telephone is answered, whether answered by Customer, another person, or a voicemail or answering machine. Customer authorizes Bank and Program Manager to call any telephone number Customer has provided to Bank or Program Manager and to play prerecorded messages over the phone with information about any transactions, Customer, the Program, or this Agreement. Customer grants to Bank and Program Manager permission to communicate any information about any transactions, Customer, the Program, or this Agreement to Customer, any Authorized User, or any other representative of Customer by e-mail. Customer understands that, when a call or e-mail is received, Customer may incur a charge from the company that provides Customer with telecommunications and wireless and/or internet services. Customer agrees that Bank will not be responsible or liable to Customer for any fees, inconvenience, annoyance, or loss of privacy in connection with any calls or e-mails. Customer understands that anyone with access to Customer’s telephone, answering machine, or e-mail account may listen to or read messages, notwithstanding Bank’s or Program Manager’s efforts to communicate only with Customer or a particular Authorized User or other representative of Customer. This authorization is part of the Bank’s bargain regarding Customer’s participation in the Program and access to and use of the Card Account and Cards, and Bank does not intend such authorization to be revocable. However, to the extent Bank is required by applicable law to allow Customer to revoke the consent provided by Customer under this Section 8, Customer may do so by contacting Program Manager at +1 (888) 488-0589 or support@meshpayments.com.
(a) Responsibility for Representatives. Customer will be responsible for all acts and omissions of Customer’s employees and other representatives, including any Authorized User.
(b) Notices and Communications. Customer consents to receive notices and communications in connection with the Program and this Agreement electronically, and agrees that such notices and communications will have the same legal effect as if they were physically signed and provided. Bank, either itself or through Program Manager, may send notices to the email addresses or phone numbers associated with the Card Account or any applicable Card and/or via notifications in the Platform. Customer will keep current all contact information associated with the Card Account and any Card at all times. If Customer wishes to revoke its consent to receive notices and communications in connection with the Program and this Agreement, then Customer must contact Bank as follows: through the Platform, by calling +1 (888) 488-0589, notice through https://meshpayments.com/contact/, or by writing to Program Manager at support@meshpayments.com.
(c) Disclaimer of Warranties. EXCEPT FOR ANY EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT, BANK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO CUSTOMER OR OTHERWISE, AND EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THE CARD ACCOUNT, ANY CARD, OR ANY OTHER PRODUCT, SERVICE, OR MATTER ARISING OUT OR RELATING TO THE PROGRAM, THIS AGREEMENT, OR THE PARTIES’ RELATIONSHIP HEREUNDER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(d) Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, BANK WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ENHANCED DAMAGES OF ANY KIND, OR FOR ANY LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF ANY DATA, WHETHER BASED IN CONTRACT, OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE CARD ACCOUNT, ANY CARDS, THE PROGRAM, ANY OTHER PRODUCTS OR SERVICES PROVIDED OR OTHERWISE MADE AVAILABLE IN CONNECTION WITH THE PROGRAM, THIS AGREEMENT, OR THE PARTIES’ RELATIONSHIP HEREUNDER, EVEN IF A PARTY WAS OR SHOULD HAVE BEEN ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
(e) Indemnification. Customer will indemnify, defend, and hold harmless Bank, Program Manager, and its and their officers, directors, and employees from and against all damages, losses, liabilities, penalties, fines, assessments, losses, judgments, costs, expenses (including reasonable attorneys’ fees and the cost of defense), and other amounts (collectively, “Losses”) in connection with any first-party or third-party claim, action, demand, investigation, or proceeding (each, a “Claim”) arising out of, relating to, or alleging: (i) any inaccurate or untrue representation or other misrepresentation by Customer or any employee or other representative (including any Authorized User); (ii) any breach of any term, condition, obligation, warranty, or covenant in this Agreement by Customer or any employee or other representative (including any Authorized User); (iii) any negligence, willful misconduct, or fraud of Customer or any employee or other representative (including any Authorized User); (iv) any violation of applicable law or Card Network Rules caused by, or otherwise attributable to the acts or omissions of, Customer or any employee or other representative (including any Authorized User); (v) any transaction with or through the Card Account or any Card; (vi) any matter, issue, fact, circumstance, or transaction for which Customer has been allocated responsibility under this Agreement; and (vii) any other act or omission of Customer or any employee or other representative (including any Authorized User).
(f) Assignment. Bank may sell, assign, or otherwise transfer the Card Account, any Card, this Agreement, or any other rights or obligations of Bank under this Agreement, in whole or in part, at any time without notice to Customer. Customer may not, and may not attempt to, sell, assign, or transfer the Card Account, any Card, this Agreement, or any other rights or obligations of Customer under this Agreement, in whole or in part. Any actual, purported, or attempted sale, assignment, or transfer of the Card Account, any Card, this Agreement, or any other rights or obligations under this Agreement in violation of this Section 9.f. will be void ab initio.
(g) Waiver. The failure by Bank to insist upon strict adherence to, or otherwise enforce, any term or condition of this Agreement, or to exercise or enforce any right on any occasion, will not be a waiver of such term, condition, or right, nor will it deprive Bank of any right thereafter to insist upon strict adherence to, or otherwise exercise or enforce, any term or condition of this Agreement, or to exercise or enforce any right. Any waiver must be in a writing signed by Bank.
(h) Severability. If any provision of this Agreement is determined by any court of competent jurisdiction to be illegal, invalid, or unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent practicable under law and the remaining provisions will continue in full force and effect.
(i) Governing Law. This Agreement will be governed by and interpreted in accordance with federal law and the law of the State of New York, except to the extent preempted or governed by federal law. Customer consents and submits to the exclusive jurisdiction of the state and federal courts located in New York, New York with respect to all Claims and other matters arising out of or relating to the Program, the Card Account, any Card, or this Agreement that are not subject to arbitration and with respect to any proceeding to enforce the arbitration provisions of this Agreement or to confirm or vacate an arbitration award.
(j) Arbitration. Bank and Customer agree that any Claim will be submitted for binding arbitration. Unless otherwise agreed by Bank and Customer, any arbitration will take place in New York, New York, and will be administered by, and pursuant to the commercial arbitration rules of, the American Arbitration Association, including any expedited procedures. There will be no right or authority for any Claim to be arbitrated on a class action basis or in a purported representative capacity on behalf of the general public or other persons similarly situated. The arbitrator will apply federal law and the law of the State of New York as provided by, and in accordance with, Section 9.i. The arbitrator’s authority to resolve any Claim and to make awards is limited to Claims between the parties alone. The authority to resolve any Claim is subject to the limitations of liability set forth in this Agreement. Any Claim brought by either party against the other party may not be joined or consolidated in arbitration with Claims brought by or against any third party, unless agreed to in writing by Bank and Customer. No arbitration award or decision on any Claims will be given preclusive effect as to issues or claims in any dispute with any person not a party to the arbitration. If any portion of this Section 9.j. is stricken from this Agreement or deemed to be illegal, invalid, or otherwise unenforceable, then this Section 9.j. will be stricken in its entirety from this Agreement. The provisions of this Section 9.j. and all arbitration awards duly made in connection therewith may be enforced in any court of competent jurisdiction, and the party seeking enforcement will be entitled to an award of all costs, fees, and expenses (including reasonable attorneys’ fees) incurred in obtaining the enforcement of this provision, to be paid by the party against whom enforcement is ordered. All arbitration awards duly made hereunder will not be subject to review or appeal except as permitted by applicable law. Notwithstanding any provision of any agreement between the parties to the contrary: (i) Bank may seek interim relief from a court located in the State of New York, to protect Bank’s rights or property while arbitration is pending, and (ii) Bank may bypass the aforementioned arbitration process in cases of fraud or other crimes against Bank, interference with Bank’s technical operations, suspected criminal activity, or violations of Bank’s rights or property.
(k) Amendments. Bank may modify, supplement, or otherwise amend the terms and conditions of this Agreement at any time and from time to time upon notice to Customer. If Customer or any Authorized User continues to use the Card Account or any Card following any such notice from Bank, Customer agrees that such use will be conclusive proof and evidence of Customer’s acceptance of such modification, supplement, or amendment of this Agreement. If Customer does not accept any modification, supplement, or amendment of this Agreement, then Customer must cease all use of the Card Account and Cards and immediately notify Bank by calling the number on the back of a Card or +1 (888) 488-0589 or by visiting https://meshpayments.com/contact/.
(l) Entire Agreement. This Agreement sets forth the entire understanding and agreement, and supersedes any prior or contemporaneous understandings, agreements, or communications, between Bank and Customer, whether written or oral, with respect to subject matter of this Agreement.
(m) Program Manager Third Party Beneficiary. Program Manager is a named third party beneficiary under this Agreement and, without prejudice to the rights of Bank hereunder, is entitled to enforce the terms hereof versus Customer.
The following E-Communication Disclosure (“Disclosure”) applies to any and all communications or disclosures that Bank is legally required to provide to Customer in writing in connection with the Card Account, any Card, and any related products and services (“Communications”), to the extent Customer has consented to receiving such Communications electronically. Failure to consent will result in a declined application for a Card Account and a Card, except as provided below.
(a) Scope of Communications to Be Provided in Electronic Form. When Customer or any of its authorized representatives (which may be Authorized Users), use a product or service to which this Disclosure applies, Customer and such authorized representative agree that Bank may provide or otherwise make available to Customer and such authorized representative any Communications in electronic format, and that Bank may discontinue sending paper Communications to Customer and such authorized representative, unless and until Customer or such authorized representative withdraws consent as described below. Customer’s consent to receive electronic Communications includes:
(b) Method of Providing Communications to Customer in Electronic Form. All Communications provided or otherwise made available to Customer and its authorized representatives in electronic form will be provided or otherwise made available (i) through the Platform; (ii) by access to a web site that Bank will designate in an e-mail notice Bank provides or otherwise makes available to Customer and its authorized representatives at the time the information is available, or (iii) by posting such Communications at https://meshpayments.com/contact/.
(c) How to Withdraw Consent. Customer or any of its authorized representatives may withdraw Customer’s or such authorized representative’s consent to receive Communications in electronic form at any time by calling the number on the back of a Card or +1 (888) 488-0589, by visiting https://meshpayments.com/contact/, or by writing to Program Manager at MeshPay US Inc, 1350 Broadway, 24th Floor, New York, NY 10018 USA. If Customer or any authorized representative withdraws its consent, then Bank will cancel or close the Card Account and any Cards, except where prohibited by law. Bank will not impose any fee to process the withdrawal of Customer’s or any authorized representative’s consent to receive electronic Communications. Any withdrawal of Customer’s or any authorized representative’s consent to receive electronic Communications will be effective only after Bank has a reasonable period of time to process Customer’s or such authorized representative’s request for withdrawal. In the meantime, Customer and its authorized representatives will continue to receive Communications in electronic form. If Customer or any authorized representative withdraws its consent, then the legal validity and enforceability of prior Communications delivered in electronic form will not be affected.
(d) How to Update Customer Records. It is Customer’s responsibility to provide Bank with Customer’s true, accurate, and complete e-mail address (if Customer has elected to receive e-mail messages), contact information, and other information related to this Agreement, and to maintain and update promptly any changes in this information. Customer, through its authorized representatives, may update information through https://meshpayments.com/contact/ or by calling the number on the back of a Card or +1 (888) 488-0589.
(e) Hardware and Software Requirements. In order to access, view, and retain Communications that Bank makes available to Customer and its authorized representatives electronically, Customer and its authorized representatives must have:
(f) Requesting Paper Copies. Bank will not send Customer or any of its authorized representatives any paper copies of any Communication, unless Customer or such authorized representative requests it or Bank otherwise deems it appropriate to do so. Customer and any of its authorized representatives may obtain a paper copy of any electronic Communication by printing it or by requesting that Bank mail to Customer or such authorized representative a paper copy, provided that such request is made within a reasonable time after Bank first provided or otherwise made available the electronic Communication to Customer or such authorized representative. To request a paper copy, Customer and its authorized representatives may call the number on the back of the Customer’s Card or +1 (888) 488-0589, visit https://meshpayments.com/contact/, or write to Program Manager at MeshPay US Inc., 1350 Broadway, 24th Floor, New York, NY 10018 USA.
(g) Termination/Changes. Bank reserves the right, in its sole and absolute discretion, to discontinue the provision of electronic Communications to Customer and its authorized representatives, or to terminate or change the terms and conditions on which Bank provides or otherwise makes available electronic Communications. Bank will provide or otherwise make available to Customer notice of any such termination or change as required by law.
Last updated November 11, 2024.
ESign Consent to use Electronic Records and Signatures
As part of your relationship with us, we want to ensure you have all of the information you need to effectively manage your accounts. Our goal is to provide you with as many options as possible for receiving your account documents. We are required by law to give you certain information “in writing” – which means you are entitled to receive it on paper. We may provide this information to you electronically, instead, with your prior consent. We also need your general consent to use electronic records and signatures in our relationship with you. So, before you use our Electronic Services you must review and consent to the terms outlined below.
In this consent:
By selecting the “I AGREE” button, you specifically agree to receive and/or obtain “Electronic Communications” as defined herein. This includes electronic communications related to your Card, Platform account with MeshPay, or third party servicers. You specifically consent to receive electronic mail (email), the Platform and other online communications and disclosures regarding your account or Cards instead of by regular mail. Except as noted below or otherwise at our discretion communications will not be furnished on paper. Your consent will apply to all information we send to you, or disclose or communicate to you online, relating to your account, or Cards including monthly billing statements, and any disclosures that are required by law to be in writing, including, without limitation, disclosures and tax forms. The term “Electronic Communications” includes, but is not limited to, any and all current and future notices and/or disclosures that various federal and/or state laws or regulations require that we provide to you relating to any documents you sign, as well as such other documents, statements, data, records and any other communications regarding your Card. If you change your email address, you agree to inform us through the Platform, by email through support@meshpayments.com or by calling +1 (888) 488 0589. You accept Electronic Communications provided as reasonable and proper notice, for the purpose of any and all laws, rules, and regulations, and agree that such electronic form fully satisfies any requirement that such communications be provided to you in writing or in a form that you may keep.
Your consent covers all Communications relating to your account and Card. Your consent remains in effect until you give us notice that you are withdrawing it.
By selecting the “I AGREE” button, you acknowledge that you have read, understand and agree to the following:
You may request a paper version of an Electronic Communication. You acknowledge that we reserve the right to charge you a reasonable fee for the production and mailing of paper versions of Electronic Communications, unless charging a fee is prohibited by applicable law. To request a paper copy of an Electronic Communication contact us through the Platform, by email through support@meshpayments.com or by calling +1 (888) 488 0589
You have the right to withdraw your consent to receive/obtain Electronic Communications by calling customer service at any time. You acknowledge that we reserve the right to restrict or terminate your access to your Card if you withdraw your consent to receive Electronic Communications. If you wish to withdraw your consent, contact us through the Platform, by email through support@meshpayments.com or by calling +1 (888) 488 0589. Your withdrawal of consent will become effective after we have had a reasonable opportunity to act upon it.
You agree to keep us informed of any changes in your email address. You may modify your email address by contacting us through the Platform, by email through support@meshpayments.com or by calling +1 (888) 488 0589. We may notify you through email when an Electronic Communication or updated agreement pertaining to the Card is available. If you have given us another type of electronic address such as an electronic address or mobile phone number for SMS text messages you may change address by calling customer service or by signing into your online account.
This Agreement supplements and modifies other agreements that you may have with any us. To the extent that this Agreement and another agreement contain conflicting provisions, the provisions in this agreement will take precedence (with the exception of provisions in another agreement for an electronic service which provisions specify the necessary hardware, software and operating system, in which such other provision controls). All other obligations of the parties remain subject to the terms and conditions of any other agreement.
You must be able to view, print, and retain information presented on-screen in order to e-sign. By selecting the “I AGREE” button, you confirm that you are able to view Hyper Text Markup Language (HTML) files and read Adobe PDF files. If you are not able to do this, please make sure that you have Adobe Acrobat Reader installed on your computer.
It can be downloaded for free HERE., opens in new window You also confirm that your web browser meets the following requirements:
Mobile:
By selecting the “I Agree” button, you represent to us that you have the necessary hardware and software, as stated above.
If our hardware or software requirements change, and that change would create a material risk that you would not be able to access or retain your Electronic Records, we will give you notice of the revised hardware or software requirements. Continuing to use Electronic Services after receiving notice of the change is reaffirmation of your consent.
*It is recommended that you print a copy of this Agreement for future reference.
Mesh Terms of Use
This agreement (“Agreement”) is between Mesh and the business (“User”) accepting this Agreement. This Agreement is effective when it is accepted by User (the “Effective Date”). “Mesh” is defined at the end of this Agreement. Please see the definitions section below for additional defined terms. An individual accepting this Agreement on behalf of a business entity represents that they have the authority to bind the entity to this Agreement.
Mesh will provide secure data transmission and data processing for multiple business-to-business payment methods under this Agreement (the “Mesh Services”). Mesh Services are a data transfer and storage service. Payment Transactions initiated through the Mesh Services are supplied by Payment Providers (e.g. an Issuer) under separate Payment Provider Agreements (e.g. a Cardholder Agreement) between User and the Payment Provider. The Mesh Services also include reporting and analytics concerning Payment Transactions through the Account. In the event of any inconsistency between this Agreement and a Payment Provider Agreement, the Payment Provider Agreement shall prevail.
(a) User Account. Mesh shall provide User with a unique digital Account and access codes for the Account to use the Mesh Services. User shall not disclose such codes or permit any third-party to use them, other than as expressly set forth in this Agreement. User has exclusive responsibility for use of its Account, access codes, and any Transactions within the Account.
(b) Individual Users. User may add or remove Individual Users at its discretion through the Account. User selects roles and rights of its Individual Users within the Account and shall cause each of them to comply with the terms of this Agreement. User will promptly update the Account with any changes to information supplied on setup, such as company name, address, email, User Deposit Account and Individual User information. Each Individual User is also a party to this Agreement as a ‘User’, but Individual Users are not liable for Mesh Fees or Payment Transaction settlements, nor are they party to any Payment Provider Agreements. User and each Individual User hereby agrees to the collection, processing and disclosure of Data concerning the User and Individual User and sharing such Data with User, Payment Providers and other Third-Party Servicers, all as per User instructions.
Mesh Services allow User to accept Payment Provider Agreements (e.g. a Cardholder Agreement). When User accepts a Payment Provider Agreement, it becomes binding agreement between User and the Payment Provider. For example, if User wishes to use Cards from a Payment Provider that is an Issuer, then User’s use of the Card is subject to the corresponding Cardholder Agreement of the Payment Provider. In all instances of User accessing a Balance that is associated with a Card, unless otherwise expressly provided for in the applicable Payment Provider Agreement, the Balance may be accessed only through the Card and by no other means. Such restriction as to Balances associated with Cards applies to load, spend and other Payment Transactions in respect of the Balance.
User Data Transactions through the Mesh Services may result in Payment Provider carrying out various kinds of Payment Transactions for the User potentially including:
Mesh does not take possession or control of Payment Transaction funds for User; such funds are in the possession and control of the applicable Payment Provider under a Payment Provider Agreement directly between User and the Payment Provider. Mesh is not a party to and not liable to User for Payment Transactions or otherwise under Payment Provider Agreements. User shall not attempt Payment Transactions that are greater than the available Balance or contrary to any Payment Provider Agreement. User agrees that each Payment Provider may set off from amounts owing to them or Mesh from amounts held by the Payment Provider.
User appoints Mesh as its agent to deliver Data to, from and between User, Individual Users, Mesh, Payment Providers other Third-Party Servicers and other third parties. Such Data may be delivered by integrations that could be with Payment Providers, such as banks, Card Issuers, money transmitters, payment processors or with other Third-Party Servicers such as accounting platforms, mobile wallet providers or data gateways. Mesh may add or remove integrations, at its discretion, as indicated on the Site or in the Account, from time to time.
If instructed through the Account, Transactions may operate on a recurring basis (“Recurring Transactions”). Recurring Transactions will result in Mesh delivering multiple, periodic instructions for Payment Transactions in identical or varying amounts to the corresponding Payment Providers or other Third-Party Servicers, as the case may be. User shall immediately inform Mesh if it wishes to terminate or modify any such instructions and User acknowledges that Payment Providers may not be able to implement such instructions immediately.
User authorizes Mesh to collect, store, process and use Data supplied by User in order to perform the Mesh Services in accordance with the Mesh privacy policy posted here https://meshpayments.com/privacy-policy and incorporated into this Agreement. Mesh can retain User Data for the term of this Agreement and for six (6) years thereafter.
User agrees that Payment Providers can rely and act on User Data supplied to the Payment Provider by User through the Mesh Services. User may initiate Transactions through the Account. In each Transaction, Data may be sent to, from or between User, an Individual User, Mesh, a Customer, a Payment Provider, another Third-Party Servicer or another third-party. User is exclusively responsible for the accuracy and completeness of Data and instructions that it provides to Mesh for Transactions or otherwise. Mesh is authorized to rely on instructions supplied to the Mesh Services by User itself or any Individual User without independent verification.
Mesh Services, and those services of Payment Providers, may be subject to an Order Form that, when accepted by the parties, will form part of this Agreement. Without limitation, the parties may add, remove or modify Mesh Services or terms applicable thereto through additional Order Forms, all of which form a part of this Agreement when accepted by the parties hereto. When the parties both accept an Order Form covering a commercial item that is the same as a previous Order Form, the latter Order Form prevails. Certain provisions of this Agreement apply only when they are selected in the Order Form.
If indicated in the Order Form, User may procure Mesh Services on a subscription basis (a “Subscription”) for single or recurring term (the “Subscription Term”). Following cancellation, User will not receive a refund of any Subscription Fees for the final billing period, but will continue to have access to the Subscription through the end of the Subscription Term. Termination of the Agreement or closure of User’s Account will also result in termination of the Subscription.
Unless otherwise set out in an Order Form or other express written agreement between the parties, Mesh shall pay to User 1% of the face-value of all Card Payment Transactions that are settled from Cards to arm’s length third-party payees through Card Payment Networks in accordance with the Rules and which Payment Transactions are not subsequently reversed, charged back or returned (such amounts payable to User being, “Cash-Back”). Cash-Back shall be settled to User only to their Card Account and to no other account of the User or any third party. All Cash-Back payments are calculated by Mesh, at its sole discretion. Mesh shall settle Cash-Back payable to User no earlier than ninety (90) days after the end of the calendar month during which the underlying Card Payment Transactions are settled.
User rights to Cash-Back are also subject to applicable conditions in an Order Form or other express written agreement between the parties. No Cash-Back is payable unless, during the calendar month during which it accrued, the calendar month during which it is payable and the intervening months, User Card Payment Transactions always exceed $50,000.00 per calendar month. No Cash-Back is payable for: (i) Payment Transactions that are subject to a return, refund or chargeback; (ii) returned, refunded or charged back Payment Transaction amounts; (iii) amounts loaded to Card Account and returned to User or one of its Affiliates, either directly or indirectly; (iv) in or out-bound ACH, direct deposit, wire or other non-Card Payment Transactions; (v) for any calendar month during which returns, refunds, reimbursement of Payment Transactions exceeds 25% of the total Card Payment Transaction volume; or (vi) any Payment Transaction occurring at a time when User is in breach of this Agreement. No Cash-Back is payable more than once on any single Card Payment Transaction. Cash-Back amounts are not payable, even if they have accrued, if at the time they would normally be settled to the User, the User is no longer party to this Agreement or the User is no longer party to the Payment Provider Agreement applicable to the Card Account (e.g. cardholder agreement). For example, if this Agreement is terminated by either Party on a given date (the “Termination Date”), then User foregoes the right to any Cash-Back that would otherwise be payable after the Termination Date, whether or not the Cash-Back entitlement accrued before or after the Termination Date. Mesh may set off from any Cash-Back settlement, or any other amount owing to User, any amount owing to Mesh or a Payment Provider.
All Cash-Back settlements to the Card Account are provisional and subject to correction by Mesh for errors, overpayments or other applicable set-offs. Mesh may also, at its sole discretion, implement adjustments to Cash-Back amounts as a function of changes in User Payment Transaction or business activity, changes in interchange or other costs associated with Payment Transactions. At the discretion of Mesh, such Mesh adjustments to Cash-Back entitlements may have retroactive effect to the date of the underlying basis for the change. Such adjustments, however, shall not have the effect of changing Cash-Back amounts that have already been settled to the User. Mesh also reserves the right, at its sole discretion, to amend any and all terms related to Cash-Back, including terminating them, by posting an updated version of this Agreement to the Site or by email notice to User, at any time. By continuing to use the Mesh Services after any such change takes effect, the User is deemed to have accepted the change.
Mesh Fees are in the Order Form. Mesh Fees shall be paid to Mesh by set-offs from Payment Transactions, debits from the Balance, ACH from User Deposit Account, wire or other means acceptable to Mesh, each as determined by Mesh. Mesh Fees are non-cancellable and non-refundable. Mesh Fees are supplemental to and do not supersede any transaction, currency conversion or other amounts owed, including those accessible through or in connection with the Mesh Services. Mesh Fees are exclusive of applicable taxes; User is liable for all taxes applicable to Mesh Fees.
Fees charged by Payment Providers are in Payment Provider Agreements. Payment Provider fees may be set-off by the Payment Provider from User Balance, Transactions or any amounts owed to User by a Payment Provider or by such other means as are set out in the applicable Payment Provider Agreement. Payment Transactions settled to a payee in a currency that is not U.S. dollars may be increased or decreased on account of foreign exchange conversion costs.
Fees charged by other Third-Party Servicers are in Third Party Servicer Agreements. Third-Party Servicer fees and all amounts owing by User to them shall be paid by such means as are set out in the applicable Third Party Servicer Agreement.
User desires to effect settlement of credits and debits from the User Deposit Account for payment of Mesh Fees or other amounts owing to Mesh, a Payments Provider or another Third Party Servicer by means of ACH and/or wire transfer in conjunction with the Mesh Services, therefore, User authorizes Mesh or its Affiliates and Payment Provider to initiate debit and credit entries to the User Deposit Account. User agrees to maintain sufficient funds in User Deposit Account to cover debit transactions. User states that it has authority to agree to such transactions and that the User Deposit Account indicated is a valid and legitimate account for the handling of these transactions. This authority is to remain in effect until Mesh receives written notice from User revoking it. This authorization is for the payment of Mesh Fees, or any other sums owed to Mesh or its Affiliates. User also certifies that the appropriate authorizations are in place to allow User to authorize this method of settlement. All changes to the identification of the User Deposit Account under this authorization must be made in writing in accordance with the Agreement. User understands that if the information supplied as to the ABA Routing Number and User Deposit Account Number of the User Deposit Account is incorrect, and funds are incorrectly deposited, Mesh will attempt to assist User in the recovery of such funds but has no liability as to restitution of the same. Mesh’s assistance in recovering the funds, where available, will be billed to User at Mesh’s current hourly rate for such work. User acknowledges that the origination of ACH transactions to the User Deposit Account must comply with the provisions of U.S. law or any other Applicable Laws.
Each User located outside of the U.S. (and therefore not contracting with Mesh US, as defined below, or a US Payment Provider), shall accept such additional direct debit consents as are necessary for Mesh to collect amounts owing from User to Mesh hereunder directly from the User Deposit Account or User Balance with a Payment Provider.
Without prior notice to or consent of User, Mesh may at its sole discretion, set-off from any Cash-Back amount or any other amount payable to User or withdraw from the Balance any amount owing to Mesh or any or its Affiliates or any Payment Provider.
User represents and warrants to Mesh that:
Mesh Services are protected by copyright, trade secret and all other Intellectual Property Rights. Mesh owns all Intellectual Property Rights in the Mesh Services. Nothing in this Agreement grants User any ownership rights in the Mesh Services or other software or Intellectual Property Rights of Mesh. Mesh reserves all rights not expressly granted to User in this Agreement. User shall access Mesh Services only through the Site or such other means as Mesh shall expressly enable. User shall not use the names, logos or marks of Mesh other than as expressly permitted by Mesh in writing.
Unless and until User notifies Mesh to the contrary, User grants Mesh a non-exclusive, royalty free, license to use the name and logos of User (“User Logos”) in its advertising, literature and websites solely in connection with the marketing and resale of User or Mesh Services. Mesh can only use the User Logos and User in strict conformity with the standards as provided by User. Mesh may not sub-license the right to use User Logos granted by this Agreement without written consent. As between User and Mesh, Mesh acknowledge User’s exclusive right, title, and interest in and to the trademark rights in the User Logos. Mesh agrees that Mesh shall not acquire any right of any kind in the User Logos. Mesh shall comply with branding guidelines of the User Logo disclosed in the Order Form or otherwise provided by User to Mesh.
At User’s request and subject to Mesh’s approval, the User is permitted to integrate its computing platform with Mesh’s platform (“API Integration”). Unless otherwise specified in the Order Form, API Integration shall be available to Users only upon purchasing a Subscription.
With an API Integration, Mesh grants the User a limited, non-assignable, non-sublicensable, revocable license to use the provided documentation, sample code, and data libraries for the purpose of integrating its systems with those of Mesh. User shall not use the API Integration to enable third-party access to the Mesh Services. Mesh does not guarantee that the API Integration will work or be to the satisfaction of the User, as User carries the sole responsibility for the creation, implementation and operation of the API Integration. Mesh makes no representation or warranty with respect to the API Integration. User is prohibited from exploiting any part of the Mesh platform, services, or provided materials, except as expressly allowed. User also cannot use the API Integration for any purpose other than facilitating the use of Mesh Services.
User is responsible for complying with applicable security standards and Applicable Laws, and for preventing unauthorized access to the Mesh platform via the API Integration. Mesh can suspend access to the API Integration if Mesh determines in its sole discretion that it does not meet Mesh security standards, such as they may be from time to time. User is fully responsible for the creation, implementation, and operation of the API Integration, and must ensure that all Data is collected, processed, and used in accordance with Applicable Laws and reasonable privacy and security measures. User retains exclusive responsibility for its own computing systems. User acknowledges increased risk of unauthorized use of Cards other Payment Services through the API Integration and assumes those additional risks.
Each party acknowledges that it may directly or indirectly disclose Confidential Information (as defined below) to the other party in the course of negotiation of and performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the disclosing party (or other third-party), and the receiving party shall have no interest in, or rights with respect thereto, except as set forth herein. Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its most confidential information, but in no event with less than a reasonable degree of care. Each party may disclose such Confidential Information to employees and agents who require such knowledge to perform services under this Agreement provided such employees and agents have agreed to abide by the confidentiality provisions set forth herein. Except as otherwise contemplated by this Agreement, neither party shall disclose the Confidential Information of the other party to any third-party without the prior written consent of the disclosing party. Mesh may disclose User Confidential Information in response to a subpoena provided that, where permitted, Mesh provides User prior email notice thereof so that User may challenge the subpoena.
For the purposes of this Agreement, “Confidential Information” means all proprietary, secret or confidential information or data relating to either party and its Affiliates, operations, employees, products or services, clients or customers. Confidential Information, to be such, must be of a nature that it is reasonably expected to be kept confidential. Confidential Information shall include customer lists, Cardholder account numbers, pricing information, computer access codes, instruction and/or procedural manuals, software, APIs, Data, and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information: (i) is already known to the receiving party free of any restriction at the time it is obtained; (ii) is subsequently learned from an independent third-party free of any restriction and without breach of this Agreement; (iii) becomes publicly available through no wrongful act of the receiving party; (iv) is independently developed by the receiving party without reference to any Confidential Information of the other; or (v) is required to be disclosed by Applicable Law. Mesh Data includes, without limitation, pricing hereunder, the terms of this Agreement, all information provided to User concerning or through the Mesh Services and information concerning integrations of Mesh Services. Mesh shall have the right to collect, use and disclose anonymized User Data to improve its services and for fraud and risk screening. Without limitation, Mesh Data shall be Confidential Information of Mesh. Notwithstanding the foregoing: (a) Mesh can disclose User Confidential Information to Payment Providers with whom User has contracted under Payment Provider Agreements in order to assist the latter in delivering their services to User ; and (b) Mesh can disclose User Confidential Information to Third Party Servicers with whom User has contracted under Third Party Servicer Agreements in order to assist the latter in delivering their services to User.
User shall defend, indemnify and hold harmless Mesh and its Affiliates, Third-Party Servicers and their respective directors, officers and employees from any third-party liability, damages, losses, claims, demands, actions, causes of action and costs (including attorneys’ fees and expenses) arising out of or resulting from: (i) User’s failure to comply with its obligations under this Agreement or a Third Party Servicer Agreement; (ii) any negligent or willful acts (including, but not limited to, fraud) or omissions of User, Individual Users or User’s other agents and/or employees; (iii) any claim by a Third-Party Servicer with respect to User or its Affiliates; and (iv) costs incurred in responding to a subpoena related to User.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOST PROFITS.
IN NO EVENT SHALL MESH’S LIABILITY EXCEED USER’S DIRECT DAMAGES IN UP TO A MAXIMUM OF THE GREATER OF USD $100,000.00 OR THE AGGREGATE AMOUNT OF MESH FEES PAID BY USER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
All claims by one, any or all of User and any of its Individual Users shall be subject to the foregoing cap on Mesh liability which cap shall not be multiplied by the number of such additional entities, if any.
Any claim or dispute arising out of or related to this Agreement must be filed within one (1) year after such claim or dispute arose; otherwise, such claim or dispute is permanently barred, which means that User will not have the right to assert the claim or dispute.
THE MESH SERVICES ARE PROVIDED ON AN AS-IS BASIS AND MESH DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Mesh is not a bank. Payment Providers assume all liability with respect to User funds and User Payment Transactions. Mesh collects, stores and discloses Data as a service to the User hereunder. Notwithstanding the foregoing, Mesh operates pursuant to an anti-money laundering program and will monitor User Account activity and Transactions for compliance with such policy.
The following defined terms are used in this Agreement:
“Account” means an account made available by Mesh to User through which User can transmit instructions or receive information in relation to the Mesh Services.
“ACH” means the Automated Clearing House.
“Affiliate” means, in relation to a Person, another Person that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Person, or a Person’s principal partners, shareholders, or owners of some other ownership interest.
“API” means application programming interface.
“Applicable Laws” shall mean all applicable laws, statutes, codes, ordinances, orders, decrees, rules, regulations, and municipal bylaws, including but not limited to, whether domestic, or foreign, all judgments, orders, writs, injunctions, decisions, rulings, decrees, and awards of any government authority having jurisdiction over Mesh, Payment Provider, User, Customers or Third-Party Servicers.
“Balance” or “Card Account” means an account at Payment Provider where User may deposit or spend funds in accordance with the corresponding Payment Provider Agreement. When associated with a Card, a Balance is referred to exclusively in association with the Card.
“Card” means a Payment Network branded virtual or physical payment card, the issuance or use of which is compatible with the Mesh Services.
“Cardholder Agreement” means the agreement between User and a Payment Provider that is an Issuer concerning the issuance and use of a Card.
“Cardholder” means the Person that is party to a Cardholder Agreement with a Payment Provider.
“Customer” means a client, supplier or other business relation of the User.
“Data” means User Data, Mesh Data or both.
“Individual User” means a person affiliated with User to which User grants access rights in respect of the Account.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Issuer” means a Payment Provider that is a member of a Payment Network licensed to issue payment Cards that are compatible with such Payment Network.
“MasterCard” means MasterCard International, Incorporated.
“Mesh Data” means information supplied to or received from the Mesh Services, which may be provided to or received from User, a Payment Provider, a Third-Party Servicer or Mesh, through the Account or otherwise.
“Mesh Fees” means fees charged by Mesh for the Mesh Services as detailed in the Order Form.
“Mesh Privacy Policy” means the Mesh privacy policy posted here https://meshpayments.com/privacy-policy.
“Order Form” means an order form in a form accepted by Mesh and User and sets out Mesh Fees, commercial terms and other terms applicable to this Agreement and terms that may apply to Payment Provider Agreements.
“Payment Network” means Visa U.S.A., Inc., Visa International, Inc., MasterCard International, Inc., and any other credit or debit card issuing company or other payment network supporting Payment Transactions.
“Payment Provider Agreement” means an agreement between User and a Payment Provider concerning the supply of Payment Services, such as the Cardholder Agreement.
“Payment Provider” means a third-party which is also party to a Payment Provider Agreement with User and is acting in that capacity.
“Payment Services” means the services of Payment Providers pursuant to Payment Provider Agreements, which might, at the discretion of User and the Payment Provider, include Card issuing, payment processing, money transmission, stored value, emoney issuing, or other payment and related services.
“Payment Transaction” means a transaction involving the payment or settlement of funds, load of a Card, spending of funds on a Card or spending of other User funds by way of User using a Payment Provider.
“Person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, other forms of entity, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives thereof, acting in such capacity.
“Rules” means the rules and regulations of Payment Networks, such as they may be from time to time.
“Site” means meshpayments.com or such other sites through which the Mesh Services are made available.
“Substantial Change” means any change which imposes a material additional obligation on User or takes away any of User’s material rights under the Agreement.
“Term” means the period of time during which the Agreement is in effect.
“Third-Party Funder” means a third party that has been granted express permission by Mesh and/or a Payment Provider to settle funds to a Balance.
“Third-Party Servicer Agreement” means an agreement between User and a Third-Party Servicer for the supply of Third-Party Services to User.
“Third-Party Servicer” means a Third-Party retained by User to provide services to User which may or may not be integrated with the Mesh Services. Each Payment Provider is a Third-Party Servicer. A Customer could be, at the discretion of User, a Third-Party Servicer.
“Third-Party Services” means services of Third-Party Servicers provided to User under a Third-Party Servicer Agreement.
“Transaction” means information transmitted or attempted to be transmitted by way of the Mesh Services to, from or between User, a Payment Provider, another Third-Party Servicer or Mesh.
“User Data” means information supplied to or received from the User, which may be provided to or received from the Mesh Services, a Payment Provider, a Third-Party Servicer or Mesh, through the Account, an Individual User or otherwise.
“User” means the legal entity that is applying for or that has opened an Account to use the Mesh Services.
“User Deposit Account” means a bank or other payment account of the User designated by the User in the Account that is also acceptable to Mesh.
“Visa” shall mean VISA USA Incorporated or one of its Affiliates, licensees or licensors.
“Prohibited Activity” means the operation of or the direct or indirect facilitation of any of the following:
any act that is illegal in the United States or in the jurisdiction where the Person carrying out the activity is resident, domiciled or located;
Depending on the location of User, “Mesh” will be only one of the following, as indicated:
For Users in the US, Mesh is:
MeshPay US, Inc., a Delaware company, having an address at 225W 35th St., Floor 11, New York, NY 10001 USA (“Mesh US”).
For Users in Canada, Mesh is:
MeshPay CA, Inc., an Ontario company, having a mailing address at 225W 35th St., Floor 11, New York, NY 10001 USA (“Mesh CA”).
For Users in the European Union, Mesh is:
MeshPay EU B.V. is a company registered at Pietersbergweg 283, Amsterdam, 1105BM, The Netherlands with company number 75952289 (“Mesh EU”).
For Users in the UK, Mesh is:
MeshPay UK Ltd. is a company registered at 20-22 Wenlock Road, UK, London, N1 7GU with company number 14190621 (“Mesh UK”).
For Users outside of the US, European Union and the UK, Mesh is:
MeshPay GBL PTE. LTD. is a company registered at 68 Circular Road #02-01, 049422, Singapore, with company number 202219240C (“Mesh SG”).
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