Last Updated: 27 Jul 2023
This agreement (“Agreement”) is between MeshPay US, Inc., (“Mesh”, “we”, or “our”) a Delaware company, having an address at 3500 South Dupont Highway, Dover, Delaware, USA 19901 and the business (“User” or “you”) accepting these terms of use. This Agreement is effective upon the earlier of the date it is electronically accepted or signed by User through digital or wet signature (the “Effective Date”). All capitalized terms are defined herein.
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 and do not include Payment Transactions. Payment Transactions are supplied by Payments Providers (e.g. an Issuer) and are governed pursuant to separate Payments Provider Agreements (e.g. a Cardholder Agreement) between User and its Payments Provider. The Mesh Services may provide reporting and analytics concerning Payment Transactions accessible via the Account.
Mesh shall grant User a unique digital Account and access codes 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 full responsibility for use of its Account, access codes, and any Transactions within the Account.
The Mesh Services may permit User to accept the terms of a Cardholder Agreement and other Payments Provider Agreements. When User accepts such agreements, they become binding agreements on their terms between User and the Issuer or other Payments Provider.
As per User preferences entered in the Account, Mesh Services data Transactions may result in Payments Provider receiving, acting on or sending Data concerning the following Payment Transactions:(a) Card Load. User may transfer funds to their Balance by wire, ACH, or by instructing the Issuer to debit the User Financial Account through ACH, or any other method made available by Mesh or Issuer, each subject to the Cardholder Agreement. The Balance shall be applied to one Card, multiple Cards or no Cards, as per User preferences. Mesh reserves the right to instruct Issuer to place a hold on funds paid into the Balance by card in order to mitigate against potential fraud or other losses to User, Mesh or Issuer.
(b) Card Processing. User may use their Card to spend funds pursuant to the Cardholder Agreement and the Rules. If the payment processor for a payee on a Card Payment Transaction settles to the payee in a currency that is not U.S. dollars, or is located outside of the U.S., then the Payment Transaction amount may be reduced as a result of the applicable exchange rate.
(c) Other Payment Transaction. User may direct Issuer to transmit Balance funds to a payee by ACH, wire or such other means as Mesh may permit, all subject to the Cardholder Agreement.
(d) Reimbursement. Balance funds that have not been spent may be returned to User by ACH or wire, all subject to the Cardholder Agreement.User shall not attempt Payment Transactions that are greater than the available Balance.
User appoints Mesh as its agent to deliver Data to, from and between User, Mesh and third parties. Such Data may be delivered by integrations that could be with Payments Providers, such as banks, payment processors or with other Third Party Servicers such as accounting platforms, mobile wallet providers or data gateways. Mesh is not, however, party to any Payment Transactions nor liable under Third Party Servicer Agreements or responsible for the performance of Third Party Servicers. Mesh never takes possession or control of Payment Transaction funds. Such funds are in the possession and control of the applicable Payments Provider of the User. 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 recurring bases (“Recurring Transactions”). Recurring Transactions will result in Mesh delivering multiple, periodic instructions for Payment Transactions in identical or varying amounts to the corresponding Payments Providers or other Third Party Servicers, as the case may be. User immediately inform Mesh if it wishes to terminate or modify any such instructions.
You may initiate Transactions through your Account. In each Transaction, Data is sent to, from or between User, Mesh, a Customer, a Payments Provider or other Third Party Servicer. User is exclusively responsible for the accuracy and completeness of Data and instructions that it provides to Mesh for Transactions or otherwise. User Data in the Mesh Services shall be administered in compliance with Mesh’s privacy policy. By accepting this Agreement, User also accepts the terms of the Mesh privacy policy posted at the Site.
Unless otherwise disclosed and accepted by User in the Account or otherwise, Mesh does not charge fees for Mesh Services. Payment Transactions settled to a payee in a currency that is not U.S. dollars may be increased on account of foreign exchange conversion costs. For fees charged by Payments Providers or other Third Party Servicers, please refer to User’s agreements with those third parties.
User may receive “Incentives” for referrals of other users or referral partners. “Referred Entities” are users that User or its referral partners referred to Mesh. The amount of Incentives is set out in an “Incentive Structure” disclosed on the Site, in the Account or by other means acceptable to Mesh. Incentives may be a function of whether Referred Entities carry out payment transactions, whether they are referred by User or a referral partner and other conditions disclosed in the Incentive Structure. Mesh is not liable for Incentives in respect of a Referred Entity referred to Mesh prior to User acceptance of this Agreement or referred to Mesh by any other Person prior to User’s referral. When soliciting potential Referred Entities, User shall be clear that it is a third party of Mesh and not authorized to bind Mesh to agreements.Incentives, if any, are the only compensation to which User is entitled hereunder. No Incentives shall be payable for any Referred Entity Mesh Service Transaction under USD$500. Mesh shall pay Incentives no more frequently than once every three (3) months or at such other frequency as Mesh may determine, in its sole discretion. User must have a Mesh Services Account to earn Incentives. Incentives shall be payable through the Mesh Services only. For any given Transaction, only one Incentive shall be payable, if any. Incentives shall be paid so long as: (a) this Agreement is still in effect between User and Mesh; (b) User and Referred Entity are not in default under their respective Agreements or any other agreement with Mesh or any of its Affiliates; (c) no regulatory agency, such as a Payment Network, and no bank or other entity having authority over Mesh or User has intervened in any way to prevent the payment of Incentives; and (d) Mesh is continuing to receive its compensation from its suppliers in respect of the Referred Entity.
User hereby represents and warrants to Mesh that:a) Compliance with Applicable Laws. User will conduct its business affairs in compliance with Applicable Laws and regulations; and
b) Solely for Business Purposes. User shall use the Mesh Services exclusively for business purposes and not for personal, family, or household purposes.
The 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.
Each party acknowledges that it may directly or indirectly disclose Confidential Information 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.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 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 and use 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, Mesh can disclose User Confidential Information to Third Party Servicers and other third parties as necessary to provide the Mesh Services and for such Third Party Servicers to provide their services.
User shall defend, indemnify and hold harmless Mesh and its Affiliates, 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; and (ii) any negligent or willful acts (including, but not limited to, fraud) or omissions of User, User’s agents and/or employees.
Notwithstanding anything to the contrary contained herein, neither party shall be liable to the other party for any consequential, incidental, special or exemplary damages.
In no event shall mesh’s liability exceed user’s direct damages in an amount of the greater of $100,000 or the aggregate amount of incentives paid to user during the twelve (12) months prior to the event giving rise to liability.
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, its Affiliates, agents and licensors shall not be liable for any loss resulting from the activities of User or a third party, or any loss resulting from any delay, interruption or failure to perform hereunder due to any circumstances beyond the reasonable control of Mesh including, without limitation, acts of god, fire, explosion, earthquake, riot, terrorm, war, sabotage, accident, embargo, pandemics, storms, strikes, lockouts, any interruption, failure or defects in Internet, telephone, or other interconnect services or in electronic or mechanical equipment.
(a) Term and Termination. The Term of this Agreement begins on the Effective Date and ends when it is terminated by either party. User can terminate this Agreement by closing their Account. Mesh may terminate or suspend the Mesh Services if Mesh believes in its reasonable sole discretion that (i) User is in material breach hereof and such breach may result in an unacceptable level of risk for Mesh or its service providers; or (ii) termination is required by Applicable Law or Issuer.
(b) Procedure upon Termination. Upon any termination of this Agreement, User shall no longer be entitled to use the Account or any other part of the Mesh Services. Termination of this Agreement shall not relieve the User of its obligations to settle any liabilities to Mesh that accrued under this Agreement. For up to 180 days following termination, Mesh shall permit User to download from the Account User Data stored therein in a format prescribed by Mesh.
(a) Prohibited Users. The following Persons are prohibited from using the Mesh Services: (i) Persons who appear on the United States Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN), other similar lists or who are nationals or residents of Cuba, Iran, North Korea, Sudan, or Syria; (ii) Persons who are less than 18 years of age; (iii) Persons, or their Affiliates who have been subject to an Account termination by Mesh for cause.
(b) Prohibited Activity. User shall not use, or permit or assist any third party to use, the Mesh Services for or in relation to any Prohibited Activity.
a) Notices. Except as noted herein, all notices under this Agreement shall be delivered by email. Notices to the User shall be delivered to the email address last indicated as current in the Account. Notices to Mesh shall be sent to support@meshpayments.com. Notices shall be deemed received within two (2) business days of the sending thereof.
b) Electronic Communication. User agrees that Mesh may provide agreements and disclosures related to Mesh Services to you electronically (via email, on the Site or in the Account) instead of in paper form. User shall promptly notify Mesh of any change in their email address or any other contact or address information.
c) Independent Contractor. Nothing in this Agreement or the course of dealing of the parties shall be construed to constitute the parties hereto as partners, joint ventures or employees of one another or as authorizing either party to obligate the other in any manner.
d) Amendments to this Agreement. In the event that Mesh wishes to make a Substantial Change to this Agreement, it shall post an updated version hereof to the Site and provide notice via the Account or by email; if the User does not close their Account within thirty (30) days of such notice, then User is deemed to accept such Substantial Change. Other than for Substantial Changes, Mesh may amend this Agreement by posting a new version of this Agreement to the Site and provide a notice thereof via the Account or by email.
e) Assignment. Except in the event of a corporate reorganization coupled with prompt written notice to Mesh, User may not assign this Agreement, or any rights or obligations hereunder, directly or by operation of law, to a third party without the prior written consent of Mesh.
f) Successors. This Agreement and the provisions hereof shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
g) Severability. If any provision of this Agreement is held invalid or unenforceable by an arbitrator or court of law, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable and binding on the parties.
h) Governing Law. This Agreement shall be governed exclusively pursuant to the laws of the State of New York, without giving effect to its conflicts of laws rules.
i) Arbitration and Waiver of Jury Trial. Any dispute arising out of this Agreement will be settled, exclusively, by binding arbitration in English by one (1) arbitrator who is a practicing New York attorney, in New York, New York, to be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The parties each waive the right to a trial by jury or to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration or any other representative proceeding with respect to this Agreement.
j) Whole Agreement. References to “this Agreement” include any Account preferences, Agreement schedules, supplementary agreements, addendum, appendices and amendments promulgated by Mesh and furnished to User from time to time. This Agreement replaces any earlier versions hereof appearing on the Site or otherwise.
k) Survival. The following Sections shall survive termination of this Agreement: 10 User Representations, 11 Intellectual Property, 12 Confidentiality, 13 Indemnification, 14 Limitation of Liability, 15 Term and Termination, 17 General, 18 Regulatory Disclosure and 20 Definitions.
Mesh is not a bank, provider of prepaid access, emoney issuer, payment institution, Card issuer or money transmitter. 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.
Subject to prior approval of Mesh, User may implement and maintain a technical integration of User’s computing platform (“User Platform”) to Mesh’s platform (the “Mesh Platform”) (such integration being, the “API Integration”). If Mesh approves User for an API Integration, then the following provisions apply.
a) License. Mesh grants User a limited, non-exclusive, non-transferable, non-sublicensable, revocable licenses to (i) use the documentation provided by Mesh with respect to implementing an API Integration (the “Documentation”) internally solely in connection with developing API Integration; (ii) copy and modify any sample code provided by Mesh (“Sample Code”) strictly for the purpose of developing API Integration; and (iii) incorporate unmodified libraries of sample data provided by Mesh (“Libraries”) and modified or unmodified Sample Code into API Integration and redistribute such Libraries and Sample Code as part of API Integration only. Use of the Documentation 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.
b) Restrictions. User covenants that User will not (and will not authorize any third party to) directly or indirectly: (i) redistribute, sell, lease, license, copy, publicly perform or display, transmit, publish, edit, adapt, create derivative works of, modify or otherwise use or exploit in any manner any portion of the Mesh Platform, the Mesh Services, the Documentation, Sample Code or Libraries or any related non-public information, except as expressly provided herein or as may be expressly approved by Mesh in advance, (ii) distribute, deploy, or otherwise utilize the API Integration for any purpose other than to facilitate User’s use of the Mesh Services, (iii) copy, frame or display any elements of the Mesh Services through the API Integration, except as expressly authorized by Mesh in writing, or (iv) access the Mesh Platform for competitive analysis or disseminate performance information (including uptime, response time and/or benchmarks) relating to the Mesh Platform or Mesh Services. If the API Integration does not meet Mesh security and compliance standards, Mesh may immediately suspend access to the API Integration without notice to User.
c) Security. User is responsible for maintaining compliance with applicable Rules National Automated Clearing House Association (“NACHA”), and any other applicable network bylaws and operating regulations, including security standards, PCI Data Security Standards (“PCI DSS”), federal, state, and local laws and regulations relating to the Mesh Services and Mesh Platform, and Mesh’s procedures (as may be modified by Mesh at its sole discretion provided such modifications apply to all customers and do not alter the terms or conditions of this Agreement); provided, however, Mesh will provide Mesh’s procedures to User and will provide reasonable notice to User of any such modifications to such procedures. User shall implement reasonably appropriate security procedures designed to prevent (i) unauthorized access to the Mesh Platform through computer hardware and software systems which are owned or controlled by User; (ii) unauthorized access to or use of the Mesh Platform by the User’s current and former personnel; and (iii) use of the API Integration via harvesting bots, robots, spiders, or scrapers. User shall ensure that, throughout the Term, all communications networks and devices used by it or its Third Party Providers to receive or send Data, including the Internet and any virtual private network, shall conform to the specifications for such networks and devices as prescribed by Mesh, from time to time. Mesh reserves the right to change all or part of the protocols and the network configuration used by Mesh in providing the Mesh Platform at its sole discretion. During or following the Term, User shall permit Mesh to itself or use a third party to review the systems and practices of User to verify their compliance with the terms hereof. To the extent that any such review reveals a breach of this Agreement by User, User shall, without limitation, be liable for the cost of such review.
d) Responsibility for API Integration. User is exclusively responsible, at its own expense, for the creation, implementation and operation of the API Integration. With respect to such API Integration and the Data transmitted by use of the same, User agrees: (i) to retrieve Data only to the extent enabled by another user of Mesh or Mesh itself and to ensure that all Data is collected, processed, transmitted, maintained and used in accordance with (x) all Applicable Laws and Rules and (y) reasonable measures that protect the privacy and security of Data; (ii) not to use, transfer or sell Data for purposes other than the Mesh Services (e.g., targeting ads, market research, email campaign tracking and other unrelated purposes are prohibited); (iii) to access only the Data necessary to implement the API Integration and use the Mesh Services in respect of the payee on whom the Data is accessed; and (iv) not to make any part of the Mesh Services or any Card acquired in relation thereto available for use by any third party. To access Data from the API Integration, the API Integration may need to meet certain minimum security standards, and User agrees to demonstrate that it meets such standards upon request.
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 laws, statutes, codes, ordinances, orders, decrees, rules, regulations, and municipal bylaws, whether domestic, or foreign, all judgments, orders, writs, injunctions, decisions, rulings, decrees, and awards of any government authority having jurisdiction over Mesh, Issuer, User or Customers.“Balance” or “Card Account” means an account at Issuer where User may deposit or spend funds in accordance with the Cardholder Agreement.“Card” means a Payment Network branded virtual payment card, the issuance or use of which is compatible with the Mesh Services.“Cardholder” means the Person that is party to a Cardholder Agreement with an Issuer.“Cardholder Agreement” means the agreement between User and an Issuer concerning the issuance and use of a Card.“Customer” means a client, supplier or other business relation of the User.“Data” means User Data, Mesh Data or both.“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 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 Payments Provider, a Third Party Servicer or Mesh, through the Account or otherwise.“Payment Network” means Visa U.S.A., Inc., Visa International, Inc., MasterCard International, Inc., and any other credit or debit card issuing company.“Payment Services” means the services of Payments Providers pursuant to Payments Provider Agreements, which might, at the discretion of User and the Payments Provider, include Card issuing, payment processing, emoney issuing, or other payment and related services.“Payment Transaction” means a transaction involving the payment of funds, load of a Card, spending of funds on a Card or spending of other User funds by way of User using a Payments Provider.“Payments Provider Agreement” means an agreement between User and a Payments Provider concerning the supply of Payment Services, such as the Cardholder Agreement.“Payments Provider” means a third party which is also party to a Payments Provider Agreement with User and is acting in that capacity.“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 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 Payments 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 Payments 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 Payments Provider, a Third Party Servicer or Mesh, through the Account or otherwise.“User Financial 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;
betting, including lottery tickets, casino gaming chips, off-track betting, memberships on gambling-related internet sites and wagers at races;
credit counseling or repair agencies;
credit protection or identity theft protection services;
virtual currency, crypto currency, digital currency;
direct marketing or subscription offers;
inbound or outbound telemarketing businesses including lead generation businesses;
internet, mail or telephone order pharmacies or pharmacy referral services;
items that encourage, promote, facilitate or instruct others to engage in illegal activity;
items that may be counterfeit including, but not limited to: designer handbags, clothing and accessories, and consumer electronics;
items that may infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction;
items that promote hate, violence, racial intolerance, or the financial exploitation of a crime;
items that promote, support or glorify acts of violence or harm towards self or others;
live animals;
payment aggregators;
purchase, sale or promotion of drugs, alcohol, or drug paraphernalia, or items that may represent these uses;
unregulated sales of money-orders or foreign currency;
using the Mesh Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property, taxation and other proprietary rights and data collection and privacy;
using the Mesh Services in a manner that Mesh or any Payment Network reasonably believes to be an abuse of the payment card system or a violation of Rules;
using the Mesh Services in any manner that could damage, disable, overburden, or impair Mesh including, without limitation, using the Mesh Services in an automated manner;
using the Mesh Services in violation of the terms of this Agreement, as reasonably determined by Mesh;
using the Mesh Services that in any way assists User or others in the violation of any law, statute or ordinance;
using the Mesh Services to collect payments that support pyramid or ponzi schemes, matrix programs, other “business opportunity” schemes or certain multi-level marketing programs;
using the Mesh Services to control an account that is linked to another account that has engaged in any of the foregoing activities;
using the Mesh Services to defame, harass, abuse, threaten or defraud others, or collect, or attempt to collect, personal information about users, registered recipients, or third parties without their consent;
using the Mesh Services to intentionally interfere with another user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code;
using the Mesh Services to make unsolicited offers, advertisements, proposals, or to send junk mail or spam to others;
using the Mesh Services to send or receive what Mesh considers to be funds for something that may have resulted from fraud or other illegal behavior;
using the Mesh Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity;
weapons including replicas and collectible items;
wire transfer money orders; or
using the Mesh Services on behalf of third parties
If you wish to load your Mesh balance account with non-US currencies, please be aware that additional terms may apply. To review the specific Terms and Conditions set forth by our banking partner Nium, please click the following link: https://meshpayments.com/nium-tnc/.
Last Updated: 19 Oct 2022
MeshPay Business Virtual Reloadable Prepaid / Debit Visa® Card – Cardholder Agreement
IMPORTANT – PLEASE READ CAREFULLY
This document is an agreement (“Agreement”) containing the terms and conditions that apply to the MeshPay Business Virtual Reloadable Prepaid or Debit Visa® Card that has been issued to you by Metropolitan Commercial Bank (Member FDIC) pursuant to a license from Visa U.S.A. Inc. “Metropolitan Commercial Bank” and “Metropolitan” are registered trademarks of Metropolitan Commercial Bank © 2014. By accepting and/or using this Card, you agree to be bound by the terms and conditions contained in this Agreement, which includes an Arbitration Provision in Section 29. The “Program Manager” for the MeshPay Business Virtual Reloadable Prepaid or Debit Visa Card is MeshPay US Inc and the Customer Service telephone number is (888) 488-0589 or the toll-free telephone number on the back of your Card. In this Agreement, “Card” means the MeshPay Business Virtual Reloadable Prepaid or Debit Visa Card issued to you by the Bank, which will be a Virtual Card, and Secondary Card(s) (each as defined below) you may request, as permitted under this Agreement. “Balance” or “Card Account” means the records we maintain to account for the value of transactions associated with the Card or otherwise held or transacted on your behalf. “You”, “your” or “Cardholder” means the person or persons who have received the Card and who are authorized to use the Card as provided for in this Agreement or are the owner of a Balance. “We,” “us,” “our,” and “Bank” mean Metropolitan Commercial Bank, together with its successors and assigns. “Program Manager” means MeshPay US Inc, together with its successors and assigns. The Card will remain the property of the Bank. The Card is nontransferable, and it may be canceled, repossessed, or revoked at any time without prior notice subject to applicable law. Please read this Agreement carefully and keep it for future reference. Each reference to “Card” or “Balance” in this Agreement shall include a reference to the other.
You authorize us to share with MeshPay US Inc all information that we collect concerning you and your Card and Balance transactions. Pursuant to separate terms between you and MeshPay US Inc it will collect, use and disclose that information to third parties. You instruct us to follow instructions with respect to your Card and Balance received from MeshPay US Inc.
To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions and their third parties to obtain, verify, and record information that identifies each person who obtains a Card. What this means for you: When you apply for a Card, we will ask for your name, address, date of birth, social security number or country identification number, and other information that will allow us to identify you. We also may ask to see your driver’s license or other documentation bearing your photo as verification of your identity. By participating in the Card program, you agree that the information and statements you provide to us are accurate, including, but not limited to, your real name, valid U.S. mailing address and residential address (if different), social security number or other identification documentation, date of birth, and telephone number. If you fail to provide accurate information that we request, we may cancel your Card. In addition, funds tied to suspected illicit or illegal activity may be subject to both internal and potentially federal investigation. We reserve the right to restrict or delay your access to any such funds.English Language Controls. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information provided in the original English Cardholder Agreement.
The Card is a prepaid or a debit card, as determined by us. The Card allows you to access funds loaded or deposited to your Balance by you or on your behalf. The funds in your Balance will be FDIC-insured once we have verified your identity. You may deposit funds into your Balance prior to issuance of a Card. When you either approve an invoice or make a payment via the Program Manager or otherwise, a Card is generated and the funds from your Balance are loaded onto the Card. You may access the funds in your Balance by using (1) your Card, (2) the number provided to you in connection with your Balance or Virtual Card, as applicable (the “Card Number” or “Card Numbers”), (3) by automated clearinghouse (“ACH”) debit using your number assigned to the Balance for that purpose (the “Account Number”) or (4) by writing a Prefunded Check (as described in the Section below titled “Prefunded Check Transactions”). The Card is not a credit card. The Card is not a gift card, nor is it intended for gifting purposes. You will not receive any interest on your funds on the Balance. The funds in your Balance will not expire, regardless of the expiration date on the front of your Card.
You may request, be issued, and/or use a virtual representation of the card (a “Virtual Card”). The Card will be associated to one Primary Access Number (“PAN”), which allows you to access the funds available in your Balance. You may request a Virtual Card either through use of the mobile app or the website MeshPayments.com at the time of enrollment. Your Virtual Card will be displayed either in the mobile app or the website after the successful verification of your identity as described above and will be activated and ready for use after the first successful load of funds to your Balance. You may access the funds in your Balance by using your Virtual Card Number for transactions or purchase initiated over the phone or online. You will not receive a PIN for your Virtual Card. You will not be issued a physical Card. Your Card will not work at ATMs.
The fees relating to the use (and misuse) of your card are set forth in the “schedule of fees and charges (schedule a)” attached to this agreement and incorporated herein by reference. Fees incurred pursuant to the terms of this agreement will be withdrawn from your balance and will be assessed so long as there is a remaining balance in your balance, unless prohibited by law.
You agree to pay all fees associated with the Card. We may from time to time amend the Fee Schedule at our sole discretion as set forth in the Section of this Agreement titled “Amendment and Cancelation.”
You may request an additional Virtual Card (“Secondary Card”) to allow another person to access your Balance. The maximum number of Secondary Cards permitted is two. If you permit another person to have access to any Card or Card Number, you are liable for all transactions made with any Card, Card Number or Account Number, and all related fees incurred, by those persons. To cancel a Secondary Card, email support@meshpayments.com or telephone +1 (888) 488-0589 and you must follow-up not later than 10 business days with the written notification to revoke (cancel) permission for any person you previously authorized to use your Card. Until we have received your notice of such a revocation (cancelation) and have had a reasonable time to act upon the written notification of cancelation, you are responsible for all transactions and fees incurred by you or any other person you have authorized. If you tell us to revoke (cancel) a Secondary Card, we may revoke (cancel) your Card and issue a new Card with a different Card Number and/or Account Number. You are wholly responsible for the use of each Card according to the terms of this Agreement, subject to the Section labeled “Lost or Stolen Cards/Unauthorized Transfers” below, and other applicable laws.
Subject to the limitations set forth in this Agreement, you may use your Card, Card Number, or Account Number, as applicable, to (1) add funds to your Balance (as described in the Section below titled “Adding Funds to Your Balance”), (2) transfer funds between Cards and or the Balance, (3) purchase goods or services wherever your Card is honored as long as you do not exceed the value available in your Card or Balance or the Daily Purchase Limit (as defined in the table below), (4) make payments to third parties directly from your Balance by writing outgoing ACH or wire; and (5) Prefunded Checks (as described in the Section below titled “Prefunded Check Transactions”). There may be fees associated with some of these transactions. For fee information, see the “Schedule of Fees and Charges (Schedule A)” attached to this Agreement. You agree not to use your Card for illegal gambling or any other illegal purpose.
You will be provided with our routing number and assigned a 12-digit Account Number once your identity has been verified. Our routing number and your assigned Account Number are for the purpose of initiating direct deposits to your Balance and authorized automated clearinghouse (“ACH”) debit transactions only. You are not authorized to use our routing number and Account Number for debit transactions if you do not have sufficient funds in your Balance or to make a debit transaction with a paper check, check-by-phone or other item processed as a check except for Prefunded Check Transactions authorized by this Agreement. These debits will be declined, and your payment will not be processed. You also may be assessed an ACH Decline Fee (see the “Schedule of Fees and Charges (Schedule A)” attached to this Agreement).
Subject to your instructions provided via Program Manager, a given Card may be subject to specific spending limits or other limitations even if your Balance exceeds such limits.
The total amount of purchases that you can perform in any single day is limited to the Daily Purchase Limit and the total amount of cash withdrawals (including withdrawals from a teller inside a bank office) that you can perform in any single day is limited to the Daily Withdrawal Limit (as defined in the table below). The maximum aggregate value of your Balance may not exceed the amount indicated below at any time. The aggregate Balance may exceed the amount thereof allocated to a Card, as per your instructions. For security reasons, we may further limit the number or dollar amount of transactions you can make with your Card. The following grid is provided in order to highlight the frequency and limitations of cardholder transactions in a single day or additional time frame if warranted:
You may add funds to your Card (called “value loading” or “loading”) at any time. The maximum load amount is $10,000,000. Note: Some reload locations may have additional limits on the minimum amount you may load to your Card. The maximum aggregate value of funds in your Balance(s) may not exceed 10,000,000 at any time. You agree to present the Card and meet identification requirements to complete value load transactions as may be required from time to time. You also may direct deposit funds to your Balance by providing our routing number and the Account Number (as described in the Section above titled “Balance Use and Purpose”). You cannot load your Balance by check or money order. Subject to your instructions and consent of the Program Manager, you may be able to cause us to create: (i) multiple Cards, each drawing on the same Balance and each being subject to their own individual limitations (e.g. spending limits, merchant-type limitations etc…); or (ii) a series of Cards on a recurring basis
If you do not have enough value loaded on your Balance and allocated to a Card, you can instruct the merchant to charge a part of the purchase to the Card and pay the remaining amount by other means. These are called “split transactions.” Some merchants do not allow cardholders to conduct split transactions. Some merchants will only allow you to do a split transaction if you pay the remaining amount in cash. If you fail to inform the merchant that you would like to complete a split transaction before swiping your Card, your Card is likely to be declined.
If you initiate a transaction without presenting your Card (such as for a mail order, internet or telephone purchase, a Prefunded Check purchase or an ACH debit purchase), the legal effect will be the same as if you used the Card itself.
Each time you initiate a Card transaction, you authorize us to reduce the funds available in your Balance by the amount of the transaction and all associated fees. You are not allowed to exceed the available amount in your Balance through an individual transaction or a series of transactions (creating a “negative balance”). Nevertheless, if any transactions cause the balance in your Balance to go negative, including any purchase transactions where the retailer or merchant does not request authorization, you shall remain fully liable to us for the amount of any negative balance and any corresponding transaction fees. You may also be liable for any related Insufficient Funds/NSF Fee(s) as set forth in the accompanying “Schedule of Fees and Charges (Schedule A).” We reserve the right to bill you for any negative balance or to recoup such negative balance from any other Card we have issued to you or any Balance you maintain with us. You agree to pay us promptly for the negative balance and any related fees. We also reserve the right to cancel your Card if you create one or more negative balances with your Card
Our business days are Monday through Friday, excluding federal and legal banking holidays in the State of New York, from 9:00AM to 5:00PM ET.
You do not have the right to stop payment on any Card or Balance deposit or purchase transaction originated by use of your Card, other than a Recurring Transaction as described in the Section below titled “Recurring Transactions.” When you use your Card to pay for goods or services, certain merchants may ask us to authorize the transaction in advance and the merchant may estimate its final value. When we authorize a purchase transaction, we commit to make the requested funds available when the transaction finally settles, and we will place a temporary hold on your Card’s funds for the amount indicated by the merchant. If you authorize a transaction and then fail to make a purchase of that item as planned, the approval may result in a hold for that amount of funds. Car rentals, hotels and other service-oriented merchants may choose to factor in additional amounts upon check-in, and it may take up to 60 days after your stay or your rental to have any excess amounts held by the hotel or rental company added back to your available balance. Similarly, some gas stations may factor in additional amounts to cover potential filling of the tank; if you want to avoid such a hold, you may want to pay inside the gas station, instead of paying at the pump. Until the transaction finally settles, the funds subject to the hold will not be available to you for other purposes. We will only charge your Card for the correct amount of the final transaction, and we will release any excess amount when the transaction finally settles.
When you use your Card at certain restaurants and service-oriented merchants, there may be an additional 20% (or more) added to the authorization to cover any tip you may leave on the purchase. If this occurs, and your total bill, after adding in the additional 20% (or more), exceeds the amount available on your Card, your transactions may be declined. Accordingly, you should ensure that your Card has an available balance that is 20% (or more) greater than your total bill before using your Card.
If you intend to use your Card for recurring transactions, you should monitor your balance and ensure you have funds available in your Balance and allocated to the Card to cover the transactions. “Recurring transactions” are transactions that are authorized in advance by you to be charged to your Card at substantially regular intervals. We are not responsible if a recurring transaction is declined because you have not maintained a sufficient balance in your Balance or Card to cover the recurring transaction. If these recurring transactions may vary in amount, the person you are going to pay should tell you, 10 days before each payment, when it will be made and how much it will be. (You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.) If your Card was obtained through your employer or you receive electronic deposits of federal payments to your Card: If you have told us in advance to make regular payments (i.e., recurring transactions) from your Balance, you can stop the payment by calling the number on the back of your Card, +1 (888) 488 0589, or by sending notice through https://meshpayments.com/contact/ or by mailing notice to MeshPay US Inc at support@meshpayments.com at least three business days before the scheduled date of the transfer. If you call, we also may require you to put your request in writing and get it to us within 14 days after you call. If you order us to stop one of these payments three business days or more before the transfer is scheduled, and we do not do so, we will be liable for your direct losses or damages. If you have authorized a merchant to make the recurring transaction, you also should contact the applicable merchant in order to stop the recurring transaction
If you have arranged to have direct deposits made to your Balance at least once every 60 days from the same person or company and you do not receive a receipt/statement (or paystub), you can call the number on the back of your Card or +1 (888) 488 0589 to find out whether or not the deposit was made.
If you are entitled to a refund for any reason for goods or services obtained with your Card, you agree to accept credits to your Balance for such refunds. You are not entitled to a check refund if your Card or Balance has been closed. The amounts credited to your Balance for refunds may not be available for up to five days from the date the refund transaction occurs.
We reserve the right, in our sole discretion, to limit your use of the Card, including but not limited to limiting or prohibiting specific types of transactions. Where you add to your Balance with a payment card, we reserve the right to temporarily hold those funds in order to reduce the chances of fraud losses. We may refuse to issue a Card, revoke Card privileges or cancel your Card with or without cause or notice, other than as required by applicable law. If you would like to cancel the use of your Card, you may do so by calling the number on the back of your Card or +1 (888) 488 0589. You agree not to use or allow others to use an expired, revoked, canceled, suspended or otherwise invalid Card. Our cancelation of Card privileges will not otherwise affect your rights and obligations under this Agreement. If we cancel or suspend your Card privileges through no fault of yours, you will be entitled to a refund as provided below in the Section titled “Amendment and Cancelation.” Not all services described in this Agreement are available to all persons or at all locations. We reserve the right to limit, at our sole discretion, the provision of any such services to any person or in any location. Any offer of a service in this Agreement shall be deemed void where prohibited. We can waive or delay enforcement of any of our rights under this Agreement without losing them.
Any transaction initiated on a Card in a currency or country other than the currency or country in which the Card was issued will be subject to a fee on the transaction (including credits and reversals) as set forth in the “Schedule of All Fees and Charges (Schedule A)” attached to this Agreement. This fee is in addition to the currency conversion rate. If you effect a transaction with your Prepaid or Debit Visa Card in a currency other than US Dollars, Visa will convert the charge into a US Dollar amount. The Visa currency conversion procedure includes use of either a government mandated exchange rate, or a wholesale exchange rate selected by Visa. The exchange rate Visa uses will be a rate in effect on the day the transaction is processed. This rate may differ from the rate in effect on the date of purchase or the date the transaction was posted to your account.
You should get or request a receipt at the time you make a transaction or obtain cash using your Card. You agree to retain your receipts to verify your transactions.
You should keep track of the amount of funds available in your Balance. You may obtain information about the amount of funds you have remaining in your Balance by accessing your Program Manager login. This information, along with a 12-month history of account transactions, is also available on-line through the Program Manager customer self-service at www.meshpayments.com. You also have the right to obtain a 24-month written history of account transactions by emailing support@meshpayments.com, or by visiting https://meshpayments.com/contact/, or by writing to MeshPay US Inc, 26 Broadway st. New York, NY 10004, USA.
We may disclose information to third parties about your Card or the transactions you make using your Card: (1) where it is necessary for completing transactions; (2) in order to verify the existence and condition of your Card for a third party, such as a merchant; (3) in order to comply with government agency, court order, or other legal reporting requirements; (4) if you give us your written permission; (5) to our and the Program Manager’s employees, auditors, affiliates, service providers, or attorneys as needed; and (6) as otherwise provided in our Privacy Policy Notice below.
In no event will we or the Program Manager be liable for consequential damages (including lost profits), extraordinary damages, special or punitive damages. We will not be liable, for instance: (1) if, through no fault of ours or of the Program Manager, you do not have enough funds available in your Balance to complete the transaction; (2) if a merchant refuses to accept your Card or provide cash back; (3) if an electronic terminal where you are making a transaction does not operate properly, and you knew about the problem when you initiated the transaction; (4) if access to your Card has been blocked after you reported your Card or Access Code(s) (“Access Code” includes your user ID(s), password(s), PIN(s), and any other access code or credential related to your Balance) lost or stolen; (5) if there is a hold or your funds are subject to legal process or other encumbrance restricting their use; (6) if we or the Program Manager have reason to believe the requested transaction is unauthorized; (7) if circumstances beyond our or the Program Manager’s control (such as fire, flood or computer or communication failure) prevent the completion of the transaction, despite reasonable precautions that we or the Program Manager have taken; or (8) for any other exception stated in our Agreement with you.
If you think an error has occurred in your Balance, promptly call the number on the back of your Card,+1 (888) 488-0589, provide notice through https://meshpayments.com/contact/ or write to MeshPay US Inc at support@meshpayments.com. We will allow you to report an error until 60 days after the earlier of the date you electronically access your Balance, if the error could be viewed in your electronic history, or the date we sent the FIRST written history on which the error appeared. You may request a written history of your transactions at any time by calling the number on the back of your Card or +1 (888) 488-0589, or by visiting https://meshpayments.com/contact/, or writing to the Program Manager at MeshPay US Inc at support@meshpayments.com. You will need to tell us: (1) your name and Card Number; (2) why you believe there is an error, and the dollar amount involved, and (3) approximately when the error took place. If you tell us orally, we will require that you send your complaint or question in writing within 10 business days. We will determine whether an error occurred within 10 business days (five business days for Visa Point of Sale Signature unauthorized debit transactions, unless the dispute resolution team determines an exceptional basis exists, in which case Visa allows an additional five business days in which to provide the provisional credit) after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will provisionally credit your Card within 10 business days (five business days for Visa Point-of Sale Signature unauthorized debit transactions, unless the dispute resolution team determines an exceptional basis exists, in which case Visa allows an additional five business days in which to provide the provisional credit) for the amount you think is in error, so that you will have the use of the money during the time it takes to complete the investigation. If we ask you to put your complaint or question in writing and you do not provide it within 10 business days, (five business days for Visa Point-of Sale Signature unauthorized debit transactions) we may not credit your Balance. For errors involving new Balances for which the initial deposit or value load occurred within the last 30 days, POS transactions, or foreign-initiated transactions, we may take up to 90 days to investigate your complaint or question. For new Balances, we may take up to 20 business days to provisionally credit your Account for the amount you think is in error. We will tell you the results within three business days after completing the investigation. If we decide that there was no error, we will send you a written explanation and debit your Balance for the amount of the provisional credit. You may ask for copies of the documents that we used in our investigation. If you need more information about our error-resolution procedures, call the Program Manager at the number on the back of your Card.
If you believe your Card, Access Code(s), or PIN has been lost or stolen, call the number on the back of your Card, or +1 (888) 488-0589, or send notice through https://meshpayments.com/contact/, or write to the Program Manager at MeshPay US Inc at support@meshpayments.com. You should also call +1 (888) 488-0589, the number on the back of your Card or write to the address shown here if you believe an electronic transfer has been made using the information from your Card, Access Code(s), or PIN without your permission.
You will not be liable for unauthorized use of your Card that occurs after you notify us of the loss, theft or unauthorized use of your Card unless such subsequent unauthorized use resulted from your negligence or willful misconduct. You also agree to cooperate completely with us in attempts to recover funds from unauthorized users and to assist in their prosecution. We may issue replacement Card(s), but only after you have provided such proof and security or indemnification as we may require. In addition, you acknowledge that we may have to deactivate your Card(s) and/or Card Account to prevent future losses. If you share your Card(s) with another person, use of your Card Account by that person may be considered as authorized. If you authorize another person to use your Card, you agree that you will be liable for all transactions arising from use of the Card by such person except as otherwise set forth in this Agreement. In all cases, our liability for an unauthorized transaction is limited to reimbursing you for the face amount of the unauthorized transaction and any corresponding fees, except as otherwise required by applicable law. A transaction is unauthorized if it is not initiated by you, you did not give permission to make the transaction and you do not benefit from the transaction in any way. You agree to exercise reasonable control over the information related to your Balance and Cards. Tell us AT ONCE if you believe your Card or any related Access Codes have been lost or stolen. Also, if your transaction history shows transfers that you did not make, including those made with your Card, Card Number or Account Number, or you believe an electronic transfer has been made without your permission, tell us at once. You could lose all of the money in your Balance.
Your Card and your obligations under this Agreement may not be assigned. We may transfer our rights under this Agreement. Use of your Card is subject to all applicable rules and customs of any clearinghouse or other association involved in transactions. We do not waive our rights by delaying or failing to exercise them at any time. Except as set forth in the Arbitration Provision, if any provision of this Agreement is determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, whether local, state, or federal, the validity or enforceability of any other provision of this Agreement shall not be affected. This Agreement shall be governed by the law of the State of New York except to the extent preempted or governed by federal law.
We may amend or change the terms and conditions of this Agreement at any time. We will not apply any amendments to changes to the Arbitration Provision to any arbitration that is pending at the time of the amendment or change. You will be notified of any change in the manner provided by applicable law before the effective date of the change. However, if the change is made for security purposes, we may implement such change without prior notice. We may cancel or suspend your Card or this Agreement at any time. You also may cancel this Agreement by calling the number on the back of your Card or +1 (888) 488-0589. If you cancel your Card, you may zero out your Balance before closing your Balance or request that we send you an ACH or wire to a deposit account of yours identified for such purpose (“Deposit Account”), which we will do for a fee as set forth in the “Schedule of Fees and Charges (Schedule A)” attached to this Agreement. If your Card is canceled by us when your Balance is more than zero, we will send you an ACH or wire of the Balance to your Deposit Account for no charge. Your termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement before termination. Even where your Balance has not been cancelled, you may request settlement of the funds in your Balance to your Deposit Account by ACH
From time to time we may monitor and/or record telephone calls between you and us to assure the quality of our customer service or as required by applicable law. We may use automated telephone dialing and electronic mail to provide communications and to contact you about transactions and other important information regarding this Agreement or your relationship with us. Telephone messages may be played by a machine automatically when the telephone is answered whether answered by you, someone else or a voicemail or answering machine. You authorize us to call any telephone number you have given us or you give to us in the future and to play pre recorded messages with information about the Agreement over the phone. You also give us permission to communicate such information to you by e-mail. You understand that, when you receive such calls or e-mails, you may incur a charge from the company that provides you with telecommunications, wireless and/or internet services. You agree that we will not be liable to you for any fees, inconvenience, annoyance, or loss of privacy in connection with such calls or e-mails. You understand that anyone with access to your telephone, answering machine or email account may listen to or read the messages, notwithstanding our efforts to communicate only with you. This authorization is part of our bargain concerning your use of the prepaid or debit card subject to this Agreement and we do not intend it to be revocable. However, to the extent we are required by applicable law to allow you to revoke your consent to these automatic reminders, you may do so by contacting us at +1 (888) 488-0589 or support@meshpayments.com.
We are not responsible for the quality, safety, legality, or any other aspect of any goods or services you purchase with your Card.
This Arbitration Provision sets forth the circumstances and procedures under which claims (as defined below) shall be arbitrated instead of litigated in court upon the election of either party. You may reject this Arbitration Provision by sending us a written notice which gives your name, address, email address, and each Card number with a statement that you reject the Arbitration Provision. The rejection notice must be sent by certified mail, return receipt requested, to MeshPay US Inc, 26 Broadway st. New York, NY 10004, USA, Attn: Arbitration Rejection Notice. A rejection notice must be signed by you and received by us within 45 days after the date you receive the first Card issued under this Agreement. Rejection of arbitration will not affect any other term of this Agreement.
(a) Definitions: As used in this Arbitration Provision, the term “Claim” means any claim, dispute or controversy between you and us, or between you and MeshPay US Inc. as Program Manager for the MeshPay Business Virtual Reloadable Prepaid / Debit Visa® Card or any of its agents or retailers, arising from or relating to the Card or this Agreement as well as any related or prior agreement that you may have had with us or the relationships resulting from this Agreement or any of the foregoing. “Claim” includes claims of every kind and nature, including but not limited to initial claims, counterclaims, cross-claims and third-party claims, claims based upon contract, tort, fraud and other intentional torts, consumer rights, statutes, regulations, ordinances, common law and equity, and claims which arose before the date of this Agreement. The term “Claim” is to be given the broadest possible meaning that will be enforced and includes, by way of example and without limitation, any claim, dispute or controversy that arises from or relates to (i) your Card, or the Cards of any additional cardholders designated by you; (ii) the amount of available funds on the Cards; (iii) advertisements, promotions or oral or written statements related to the Cards, or goods or services purchased with the Cards; (iv) the benefits and services related to the Cards; (v) data breach or privacy claims arising from or relating directly or indirectly to our disclosure of any non-public personal information about you; (vi) collection of any debt and the manner of collection; and (vii) your enrollment for any Card. We shall not elect to use arbitration under the Arbitration Provision for any individual Claim that you properly file and pursue in a small claims court of your state or municipality so long as the Claim is individual and pending only in that court; any Claim that is appealed, transferred or removed from that court shall be subject to arbitration. Also, “Claim” does not include disputes about the validity, enforceability, coverage, or scope of this Arbitration Provision or any part thereof; all such disputes are for a court and not an arbitrator to decide. Notwithstanding the foregoing, the term “Claim” includes any dispute about the validity or enforceability of this Agreement as a whole; any such Claim is for the arbitrator, not a court, to decide. Even if all parties have opted to litigate a Claim in court, you or we may elect arbitration with respect to any Claim made by a new party or any Claim later asserted by a party in that or any related or unrelated lawsuit (including a Claim initially asserted on an individual basis but modified to be asserted on a class, representative or multi-party basis). Nothing in that litigation shall constitute a waiver of any rights under this Arbitration Provision. As solely used in this Arbitration Provision, the terms “we” and “us” shall for all purposes mean the Bank, the Program Manager, wholly or majority owned subsidiaries, affiliates, licensees, predecessors, successors, and assigns; and all of their agents, employees, directors and representatives. In addition, “we” or “us” shall include any third party using or providing any product, service or benefit in connection with any Cards (including, but not limited to merchants who accept the Card, third parties who use or provide services, debt collectors and all of their agents, employees, directors and representatives) if, and only if, such third party is named as a co-party with us (or files a Claim with or against us) in connection with a Claim asserted by you. As solely used in this Arbitration Provision, the terms “you” or ”yours” shall mean all persons or entities approved by us to have and/or use a Card, including but not limited to all persons or entities contractually obligated under any of the Agreements and all additional cardholders.
(b) Initiation of Arbitration Proceeding/Selection of Administrator: Any Claim shall be resolved, upon the election by you or us, by arbitration pursuant to this Arbitration Provision and the code of procedures of the national arbitration organization to which the Claim is referred in effect at the time the Claim is filed. Claims shall be referred to either Judicial Arbitration and Mediation Services (“JAMS”) or the American Arbitration Association (“AAA”), as selected by the party electing to use arbitration. If a selection by us of one of these organizations is unacceptable to you, you shall have the right within thirty (30) days after you receive notice of our election to select the other organization listed to serve as arbitrator administrator. For a copy of the procedures, to file a Claim or for other information about these organizations, contact them as follows: (i) JAMS at 1920 Main Street, Suite 300, Los Angeles, CA 92614; website at www.jamsadr.com; and (ii) AAA at 120 Broadway, Floor 21, New York, NY 10271; website at www.adr.org. If both JAMS and the AAA are unable to serve as administrator and we cannot agree on a replacement, a court with jurisdiction will appoint the administrator or arbitrator.
(c) Significance of Arbitration: IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN THE CODE OF PROCEDURES OF JAMS OR AAA, AS APPLICABLE (THE “CODE”). FURTHER, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. THE ARBITRATOR SHALL NOT CONDUCT A CLASS, PRIVATE ATTORNEY GENERAL OR OTHER REPRESENTATIVE ARBITRATION. THE ARBITRATOR SHALL NOT JOIN OR CONSOLIDATE CLAIMS EXCEPT AS SET FORTH BELOW. THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING. NOTE THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
(d) Restrictions on Arbitration: If either party elects to resolve a Claim by arbitration, that Claim shall be arbitrated on an individual basis. There shall be no right or authority for any Claims to be arbitrated on a class action or private attorney general basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, other Cardholders or other persons similarly situated. The arbitrator’s authority to resolve Claims is limited to Claims between you and us alone, and the arbitrator’s authority to make awards is limited to you and us alone. Furthermore, Claims brought by you against us or by us against you may not be joined or consolidated in arbitration with Claims brought by or against someone other than you, unless otherwise agreed to in writing by all parties. This section of this Arbitration Provision is the “Class Action Waiver.” (Special procedures apply to Claims that seek public injunctive relief, as set forth below).
(e) Location of Arbitration/Payment of Fees: Any arbitration hearing that you attend shall take place in the federal judicial district of your residence. At your written request, we will consider in good faith making a temporary advance of all or part of the filing, administrative and/or hearing fees for any individual Claim you initiate as to which you or we seek arbitration. At the conclusion of the arbitration (or any appeal thereof), the arbitrator (or panel) will decide who will ultimately be responsible for paying the filing, administrative and/or hearing fees in connection with the arbitration (or appeal). If and to the extent you incur filing, administrative and/or hearing fees in arbitration, including for any appeal, exceeding the amount they would have been if the Claim had been brought in the state or federal court which is closest to your billing address and would have had jurisdiction over the Claim, we will reimburse you to that extent unless the arbitrator (or panel) determines that the fees were incurred without any substantial justification.
(f) Arbitration Procedures: This Arbitration Provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (the “FAA”). The arbitration shall be governed by the applicable Code, except that this Arbitration Provision shall control if it is inconsistent with the applicable Code or with other provisions of this Agreement. The arbitrator will be selected under the administrator’s rules, except that the arbitrator must be a lawyer with experience in the subject matter of the Claim or a retired judge, unless you and we agree otherwise in writing.
The arbitrator shall apply the applicable substantive law, consistent with the FAA, that would apply if an individual matter had been brought in court. The arbitrator may award any damages or other relief of remedies that would apply under applicable law to an individual action brought in court, including, without limitation, punitive damages (which shall be governed by the Constitutional standards employed by the courts) and injunctive, equitable, and declaratory relief (but only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim). The arbitrator will have the authority to award fees and costs of attorneys, witnesses and experts to the extent permitted by the administrator’s rules or applicable law. The arbitrator shall apply applicable statutes of limitations and shall honor claims of privilege recognized at law and, at the timely request of either party, shall provide a brief written explanation of the basis for the decision. In conducting the arbitration proceeding, the arbitrator shall not apply the Federal or any state rules of civil procedure or rules of evidence. Either party may submit a request to the arbitrator to expand the scope of discovery allowable under the applicable Code. The party submitting such a request must provide a copy to the other party, who may submit objections to the arbitrator with a copy of the objections provided to the request party, within 15 days of receiving the requesting party’s notice. The granting or denial of such request will be in the sole discretion of the arbitrator who shall notify the parties of his/her decision within 20 days of the objecting party’s submission. The arbitrator shall take reasonable steps to preserve the privacy of individuals, and of business matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding, except for any right of appeal provided by the FAA. However, if the amount in controversy exceeds, $50,000, any party can appeal that award to a three-arbitrator panel administered by the same arbitration organization, which shall consider anew any aspect of the initial award objected to by the appealing party. The appealing party shall have 30 days from the date of entry of the written arbitration award to notify the arbitration organization that it is exercising the right of appeal. The appeal shall be filed with the arbitration organization in the form of a dated writing. The arbitration organization will then notify the other party that the award has been appealed. The arbitration organization will appoint a three-arbitrator panel which will conduct arbitration pursuant to its Code and issue its decision within 120 days of the date of the appellant’s written notice. The decision of the panel shall be by majority vote and shall be final and binding except for any appeal rights under the FAA.
(g) No Preclusive Effect: No arbitration award involving the parties will have any preclusive effect as to issues or claims in any dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in prior disputes involving other parties have preclusive effect in an arbitration between the parties to this Arbitration Provision.
(h) Continuation and Severance: This Arbitration Provision shall survive cancelation, suspension, revocation or termination of your Card or this Agreement as well as voluntary payment of the debt in full by you, any legal proceeding by us to collect a debt owed by you, and any bankruptcy by you or us. If any portion of this Arbitration Provision is held to be invalid or unenforceable, it shall not invalidate the remaining portions of this Arbitration Provision, the Agreement or any prior agreement you may have had with us, each of which shall be enforceable regardless of such invalidity except that: (A) If the Class Action Waiver is declared unenforceable in a proceeding between you and us with respect to a Claim that does not seek public injunctive relief, and that determination becomes final after all appeals have been exhausted, this entire Arbitration Provision (except for this sentence) shall be null and void in such proceeding; and (B) If a claim is brought seeking public injunctive relief and a court determines that the restrictions in the Class Action Waiver and/or elsewhere in this Arbitration Provision prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such Claim, and that determination becomes final after all appeals have been exhausted, the Claim for public injunctive relief will be determined in court and any individual Claims seeking monetary relief will be arbitrated. In such a case the parties will request that the court stay the Claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a Claim for class-wide or public injunctive relief be arbitrated.
We may, in our sole discretion, allow you to use prefunded checks to access the funds in your Balance (“Checks”). Checks must be obtained from us by calling the number on the back of your Card. Checks produced by other check printers will not be honored. By accepting and using Checks, you agree to be bound by these Check Terms, including the fees relating to the use (and misuse) of Checks as set forth in the accompanying “Schedule of Fees and Charges (Schedule A).” When you write a Check, the legal effect will be the same as if you used the Card. Checks will remain the property of the clearing bank indicated on the face of the Check and must be surrendered upon demand. Checks are nontransferable, and may be canceled, repossessed, or revoked at any time without prior notice subject to applicable law. You should read and follow carefully the instructions for Check use. Prior to writing a Check, you must first call the number on the back of your Card or +1 (888) 488 0589 and provide us with the number of the Check, the name of the intended payee and the requested amount of the Check. You must pre-fund each Check prior to use from the available funds in your Balance and write the Authorization Code we provide you in the space indicated on the face of the Check. You must fill out the Check in a legible manner and date the Check the same day as you obtained the Authorization Code. If you (a) write a Check without obtaining or using a valid Authorization Code, (b) fail to fill out the Check in a legible manner or fail to date the Check on the same day you obtained the Authorization Code, or (c) write a Check using a Check number, payee or check amount that differs from the Check number, payee or check amount you provided to us at the time you requested the Authorization Code for the Check, it will not clear and you will be charged a fee. When you authorize a Check, the funds necessary to pay the Check will be transferred from your Balance to an FDIC insured settlement account pending presentment of the Check for payment. All funds held in the settlement account will be held in your name until the applicable Check is presented for payment. When your Check is presented for payment, the funds held in the settlement account will be used to pay the Check. Checks are valid for the period of time designated on the face of the Check. This period starts to run on the date we provide you an Authorization Code for the Check. Checks not presented to the clearing bank prior to the expiration date will be cancelled and funds will be credited back to your Balance through our normal settlement process, less the corresponding fee to credit the funds back to your Balance (see accompanying “Schedule of Fees and Charges (Schedule A)” for additional information). Please note that it may take up to 10 Business Days for this refund to be posted to your Balance. In some cases, an expired check may clear if presented for payment prior to processing a cancelation and refund, in which case no refund will be posted to your Balance. You should not use the information on any Check to process an ACH debit transaction or to set up direct deposit to your Card. If you desire to stop payment on a Check, you must call the number on the back of your Card or +1 (888) 488 0589. There is a fee associated with a stop payment request for a Check (see accompanying “Schedule of Fees and Charges (Schedule A)” for additional information). Although we will make every effort to accommodate a request to stop payment on a Check, stop payment requests for Checks are not guaranteed and we will have no liability for failing to stop the payment. Our ability to process a stop payment request will depend on whether the Check has been presented for payment. Payees may present Checks for payment to their bank before we have a reasonable amount of time to process your stop payment request. If we are successful in stopping a payment, it may take up to 10 Business Days for the funds to be credited to your Balance.
The following E-Communication Disclosure (“Disclosure”) applies to any and all communications or disclosures that we are legally required to provide to you in writing in connection with your Balance and any related products and services (“Communications”), to the extent you have consented to receiving such Communications electronically and failure to consent will result in a declined application for a MeshPay Business Virtual Reloadable Prepaid Prepaid / Debit Visa Card, except as provided below.
Scope of Communications to Be Provided in Electronic Form. When you use a product or service to which this Disclosure applies, you agree that we may provide you with any Communications in electronic format, and that we may discontinue sending paper Communications to you, unless and until you withdraw your consent as described below. Your consent to receive electronic Communications includes, but is not limited to:
Method of Providing Communications to You in Electronic Form. All Communications that we provide to you in electronic form will be provided either (1) by access to a web site that we will designate in an e-mail notice we send to you at the time the information is available, or (2) by posting such Communications at https://meshpayments.com/contact/.
How to Withdraw Consent. You may withdraw your consent to receive Communications in electronic form at any time by calling the number on the back of your Card, +1 (888) 488 0589 or by visiting https://meshpayments.com/contact/, or by writing to the Program Manager at MeshPay US Inc, 26 Broadway st. New York, NY 10004, USA. If you do withdraw your consent, we will close your Balance, except where prohibited by law. We will not impose any fee to process the withdrawal of your consent to receive electronic Communications. Any withdrawal of your consent to receive electronic Communications will be effective only after we have a reasonable period of time to process your request for withdrawal. In the meantime, you will continue to receive Communications in electronic form. If you withdraw your consent, the legal validity and enforceability of prior Communications delivered in electronic form will not be affected.
How to Update Your Records. It is your responsibility to provide us with your true, accurate and complete e-mail address (if you have elected to receive e-mail messages from us), your contact information, and other information related to this Disclosure and your Balance, and to maintain and update promptly any changes in this information. You can update information (such as your e-mail address) through https://meshpayments.com/contact/ or by calling the number on the back of your Card or +1 (888) 488 0589.
Hardware and Software Requirements. In order to access, view, and retain Communications that we make available to you electronically, you must have:
Requesting Paper Copies. We will not send you a paper copy of any Communication, unless you request it or we otherwise deem it appropriate to do so. You can obtain a paper copy of an electronic Communication by printing it yourself or by requesting that we mail you a paper copy, provided that such request is made within a reasonable time after we first provided the electronic Communication to you. To request a paper copy, call the number on the back of your Card, +1 (888) 488 0589, or visit https://meshpayments.com/contact/, or write to the Program Manager at MeshPay US Inc, 26 Broadway st. New York, NY 10004, USA. Termination/Changes. We reserve the right, in our sole discretion, to discontinue the provision of your electronic Communications, or to terminate or change the terms and conditions on which we provide electronic Communications. We will provide you with notice of any such termination or change as required by law.
Metropolitan Commercial Bank Privacy Policy Notice:
SCHEDULE OF ALL FEES AND CHARGES FOR MeshPay Business Virtual Reloadable Prepaid / Debit Visa® Card
State:
Register your card for FDIC insurance eligibility and other protections. Your funds will be held at or transferred to Metropolitan Commercial Bank, an FDIC-insured institution. Once there, your funds are insured up to $250,000 by the FDIC in the event Metropolitan Commercial Bank fails, if specific deposit insurance requirements are met and your card is registered. See fdic.gov/deposit/deposits/prepaid.html for details.
No overdraft/credit feature.
Contact MeshPay US Inc by emailing support@meshpayments.com, calling +1 (888) 488 0589, by mail at MeshPay US Inc, 26 Broadway st. New York, NY 10004, USA, or visit https://meshpayments.com/contact/.
For general information about prepaid accounts, visit cfpb.gov/prepaid.If you have a complaint about a prepaid account, call the Consumer Financial Protection Bureau at 1-855-411-2372 or visit cfpb.gov/complaint.
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