Last Updated: June 1, 2021
These User Terms and conditions (these “User Terms”) govern your use of the Services under the Corporate Account Agreement entered into by and between Finvari, Inc (“Finvari”) and Company. Capitalized terms used in these User Terms are defined below (including in Section 12), or otherwise defined in the Corporate Account Agreement or Card Terms, as the case may be
References to the “Company” means the company that is applying for or has opened a Finvari Account (a “Finvari Account”) to use the Services. References to “Authorized User”, “you” or “your” mean you, an individual authorized to use the Services on the Company’s behalf. Each of the Company, you, and Finvari may be referred to herein, individually, as a “Party”, and, collectively, as the “Parties”.
By using the Services available to you under the Company’s Finvari Account, you consent to these User Terms. You agree to abide by these User Terms, all applicable laws, the Card Terms, and Card Network rules in connection with your use of the Company’s Finvari Account and the Services. To the extent that you are issued a Card, you expressly consent to the terms contained in Section 3. You also consent to receive all communications from Finvari electronically as described in these User Terms. We may update or replace these User Terms, from time to time, by posting an updated version to our legal page. Your continued use of the Services will serve as your acceptance of any such changes to these User Terms.
** YOU AGREE TO RESOLVE ANY DISPUTES THROUGH BINDING ARBITRATION IN THE MANNER CONSENTED TO BY THE COMPANY UNDER THE CORPORATE ACCOUNT AGREEMENT. PLEASE READ THIS CAREFULLY AND ONLY USE THE SERVICES IF YOU UNDERSTAND AND AGREE TO THIS PROVISION.**
1. Obtaining Access to the Services.
1.1 Eligibility. Prior to using the Services on behalf of the Company, you will need a Business Administrator to add you as an Authorized User and provide you with access to the Company’s Finvari Account. By using the Services you represent and warrant, in your individual capacity, that:
- You are not a Prohibited Person;
- You are an employee, contractor, or agent authorized to use the Services on the Company’s behalf;
- All information you provide to us, either directly or through a Business Administrator, is and will be current, accurate, and complete; and
- You will use the Services exclusively for business purposes and not for any personal, family, or household use.
1.2. Use of your Personal Information.
1.2.1. To authorize you as an Authorized User on the Company’s Finvari Account, a Business Administrator must provide to Finvari certain Personal Data about you—including, but not limited to, your name, contact information, and personal address. We may also require that the Business Administrator provide certain documentary information—including proof of address, date of birth, social security number or personal identification—used to validate your Personal Data and your identity. You acknowledge that you have authorized the Business Administrator to share your Personal Data with Finvari. You must provide the Administrator with Personal Data that is current, complete, and accurate at all times.
1.2.2. You acknowledge and agree that we may use and provide your Personal Data to certain Finvari program partners and Third-Party Service Providers to validate your Personal Data. At any time during the term of the Corporate Account Agreement and your use of the Services, we may require additional information from you.
1.2.4. Finvari may include De-Identified Data in both public and private reports where such De-Identified Data cannot be reasonably used to identify the Company or Authorized Users. We may also use De-Identified Data to identify programs that we believe may be of interest to the Company or you.
1.3. Consent to electronic signature. You agree that using the Services available to you under the Company’s Finvari Account constitutes your electronic signature. You also agree that your electronic consent has and will have the same legal effect as a physical signature.
2. Use of the Services.
2.1 Prohibited and Restricted Activities. You may only use Company’s Finvari Account and the Services for valid, lawful bona fide business purposes, such as making purchases on behalf of Company. You are prohibited from using the Company’s Finvari Account or the Services for:
- Any purpose that is unlawful or prohibited by the Corporate Account Agreement or these User Terms;
- Personal, family, or household use;
- Any transaction involving any Prohibited Activities;
- Any transaction involving any Prohibited Person; or
- Any other purpose unrelated to the business of the Company.
We may terminate your access to the Company’s Finvari Account and Services immediately if we know or believe that you are engaged in any Prohibited Activities, or otherwise do not comply with these restrictions.
2.2. Safeguards and Credentials.
2.2.1. You will maintain your own unique set of Credentials and keep those Credentials secure. You will not share those Credentials with any other person or third-party, or reuse such Credentials for other services. You will not grant any other person or third-party access to the Company’s Finvari Account or Services.
2.2.2. You will use all reasonable means to protect Cards, checks, mobile devices, web browsers, and anything else used to access or utilize the Services, as applicable. You will immediately notify a Business Administrator where you know or suspect your Credentials are compromised or lost. We may suspend your access to the Services if we believe your Credentials have been compromised, or if not doing so poses a risk to you, the Company, Finvari, or any third-party.
3. Using Cards.
3.1. You are responsible for securing Cards, account numbers, and Card security features (including the CVV and PIN, if any). You will promptly notify a Business Administrator if a Card is lost, stolen, breached, or needs to be replaced. In such cases, replacement cards must be requested by a Business Administrator.
3.2. You will review the Periodic Statement associated with your Cards on no less than a monthly basis and promptly report any unauthorized or fraudulent activity to your Business Administrator.
3.3. Finvari may suspend or cancel Cards at any point and for any reason including where directed by the Company or an Issuer, for termination or suspension of the Company’s Finvari Account, or where we determine, in our sole discretion, that continuing to provide Services poses an unacceptable risk to you, Finvari, or any third-party.
3.4. The Company’s Finvari Account is commercial in nature, and you acknowledge and understand that certain consumer protection laws (including the Electronic Funds Transfer Act or Regulation E) and consumer-specific rules (including NACHA rules specific to consumers) do not apply to transactions on the Company’s Finvari Account or your use of the Services.
4. Ownership of Finvari Property, Feedback.
4.1. Finvari and any licensors own the incorporated Finvari Property. You may only use Finvari Property as provided to you and for the purposes provided in these User Terms, or as otherwise permitted by the Corporate Account Agreement between the Company and Finvari. You may not modify, reverse engineer, create derivative works from, or disassemble any Finvari Property, or register, attempt to register, or claim ownership of any Finvari Property or portions thereof.
4.2. Finvari grants you a non-exclusive and non-transferable license to use Finvari Property as provided through the Services and as permitted by these User Terms. This license terminates upon termination of the Corporate Account Agreement- or these User Terms unless terminated earlier by us.
5. Suspension and Termination. Finvari may suspend or terminate access to the Company’s Finvari Account or the Services at any time and for any reason, in our sole and absolute discretion, with or without prior Notice. Finvari may terminate these User Terms at any point and for any reason with or without prior Notice, including where directed by the Company or an Issuer, for termination or suspension of the Finvari Account, or where we determine, in our sole discretion, that continuing to provide Services poses an unacceptable risk to you, Finvari, or any third-party. In the event that the Corporate Account Agreement with the Company is terminated, except as expressly provided in the Corporate Account Agreement, these User Terms will immediately terminate (other than Section 1, Section 4, and any other sections giving rise to continued obligations of the parties that, by their nature, are intended to survive any termination or expiration).
6. Changes to These User Terms. We may modify these User Terms as provided in the preamble to these User Terms. Your continued use of the Services constitutes your consent to the revised User Terms. Any waiver, modification, or indulgence that we provide to the Company, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under these User Terms or the Corporate Account Agreement for any other or future acts, events, or conditions. Further, any delay by Finvari in enforcing our rights under these User Term or the Corporate Account Agreement does not constitute a forfeiture of such rights.
7. Representations and Warranties; Disclaimers.
7.1 Representations and Warranties. You represent and warrant that (a) you will not engage in activities prohibited by these User Terms or the Corporate Account Agreement, and (b) the Personal Data provided to Finvari is, to the best of your knowledge, complete, accurate, and current.
7.2 Disclaimer of Warranties by Finvari.
7.2.1. THE SERVICES, FINVARI PROPERTY, AND BETA SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”. EXCEPT AS PROVIDED HEREIN, FINVARI DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF SERVICES, AND NOTHING IN THESE USER TERMS WILL BE INTERPRETED TO CREATE OR IMPLY ANY SUCH WARRANTY TO YOU.
7.2.2. THIRD-PARTY SERVICES ARE NOT PROVIDED OR CONTROLLED BY FINVARI. FINVARI DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY THIRD-PARTY SERVICES.
7.2.3. FINVARI DISCLAIMS ALL WARRANTIES AND DOES NOT GUARANTEE THAT (I) SERVICES AND DATA PROVIDED UNDER THESE USER TERMS OR THE CORPORATE ACCOUNT AGREEMENT ARE ACCURATE OR ERROR-FREE; (II) THE SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (III) THE SERVICES WILL BE USABLE BY THE COMPANY, BUSINESS ADMINISTRATORS, OR AUTHORIZED USERS AT ANY PARTICULAR TIME OR LOCATION; (IV) SPECIFIC MERCHANTS WILL PERMIT PURCHASES USING CARDS ISSUED BY AN ISSUER; (V) SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (VI) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, EVEN WHEN WE ARE ADVISED OF SUCH DEFECTS.
8. Limitations of Liability.
8.1. Finvari is not, under any legal theory, liable for any consequential, indirect, special, exemplary, or punitive damages, lost profits, or lost revenue arising from or related to your or the Company’s use of or inability to use the Finvari Platform, the Finvari Connector, Services or Cards, reputational harm, physical injury or property damage, or any other losses or harm arising from or related to these User Terms or the Corporate Account Agreement, whether or not we were advised of their possibility by you or third-parties.
8.2. Our maximum liability to any person under these User Terms is limited to the greater of (i) the total amount of Fees actually paid by the Company to Finvari in the three (3) months preceding the event that is the basis of the claim, or (ii) five thousand dollars ($5,000.00). This maximum liability shall be a total cumulative amount which is shared across the Company and all Authorized Users for entire Term of the Corporate Account Agreement . These limitations apply regardless of the legal theory on which any such claim is based.
9. Indemnification. You agree to indemnify and defend Finvari (including our affiliates, employees, contractors, and Third-Party Service Providers) against losses arising out of or relating to claims, proceedings, suits, or actions brought by or initiated against Finvari by any third-party due to (i) your breach of these User Terms, the Corporate Account Agreement, the Card Terms or any other agreements with Finvari; (ii) for amounts owed by the Company to third-parties; (iii) for acts or omissions of Business Administrators, Authorized Users, or other Company employees or agents; (iv) for the Company’s use of Third-Party Services; or (v) for disputes over Charges between the Company and merchants.
10. Governing Law; Dispute Resolution.
10.1. Governing Law and Venue. These User Terms will be construed, applied, and governed by the laws of the State of Washington exclusive of its conflict or choice of law rules except to the extent that US federal law controls. All litigation will be brought in the state or federal courts located in King County, Washington, and each Party hereby expressly submits to the exclusive jurisdiction of the same, and hereby waives any objection that it may otherwise have based on venue or forum non conveniens.
10.2. Waiver of Jury Trial. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. The Parties are, instead, electing to have claims and disputes resolved by arbitration (as provided in Section 10.3). Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Finvari over whether to vacate or enforce an arbitration award, YOU AND FINVARI WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge.
10.3. Binding Arbitration.
10.3.1. You and Finvari agree to first attempt to resolve Disputes in good faith and in a timely manner. Where no resolution can be found, Disputes will be resolved by arbitration in King County, Washington before a single arbitrator, as provided in this Section 10.3; except that Disputes principally arising from protection of intellectual property rights will be resolved through litigation in accordance with Sections 10.1 and 10.2.
10.3.2. Arbitration will be administered by JAMS, according to the rules and procedures in effect at the time the arbitration is commenced. Disputes with amounts claimed greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Disputes with amounts claimed less than or equal to $250,000 will apply the JAMS Streamlined Arbitration Rules. The arbitrator will apply the substantive law as described in Section 10.1. If JAMS cannot administer the Dispute, either Party may petition the US District Court for the Western District of Washington to appoint an arbitrator. The Parties acknowledge that transactions under this these User Terms may involve matters of interstate commerce and, notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to these User Terms.
10.3.3. Either Party may commence arbitration by providing a written demand for arbitration to JAMS and the other Party detailing the subject of the Dispute and the relief requested. Each Party will continue to perform its obligations under these User Terms, unless that obligation or the amount (to the extent in Dispute) is itself the subject of the Dispute. Nothing in these User Terms affects the rights of a Party to seek urgent injunctive or declaratory relief from a court of appropriate jurisdiction to in respect of a Dispute or any matter arising under these User Terms.
10.3.4. The prevailing Party in any arbitration is entitled to recover its reasonable attorneys’ fees, expert witness fees, and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.
10.3.5. Proceedings and information related to them will be maintained as confidential, including the nature and details of the Dispute, evidence produced, testimony given, and the outcome of the Dispute, unless such information was already in the public domain or was independently obtained. Each Party, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.
10.4. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE AUTHORIZED USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER AUTHORIZED USER. If, however, this waiver of class or Consolidated Actions is deemed invalid or unenforceable, then neither you nor we are entitled to arbitration; instead all claims and Disputes will be resolved in a court as set forth in Sections 10.1 and 10.2.
11.1. Legal Process. We may respond to and comply with any legal order we receive related to your use of the Services, including subpoenas, warrants, or liens. We are not responsible to you for any losses you incur due to our response to such legal order. We may take any actions we believe are required of us under legal orders including holding funds or providing information as required by the issuer of the legal order. Where permitted, we will provide you reasonable Notice that we have received such an order.
11.2. Notice and Communication.
11.2.1. You consent to us providing Notices to you under these User Terms electronically and understand that this consent has the same legal effect as a physical signature.
11.2.2. We will provide Notices regarding activity and alerts to your Business Account electronically through your Business Account, email, and via text or SMS to the contact information provided to us by Business Administrators and Authorized Users. Notices affecting payment and legal terms will be sent to Business Administrators through your Business Account or email and are considered received twenty-four (24) hours after they are sent. You understand that you may not use the Services or Cards unless you consent to receive Notices electronically. You may only withdraw consent to receive Notices electronically by closing your Business Account and terminating Services.
11.2.3. We may send Notices to Authorized User’s email or mobile phones through the Finvari mobile app, text or SMS to the phone numbers and emails Business Administrators and Authorized Users provide to us. These Notices may include alerts about Services, Cards, Charges, and may provide Business Administrators and Authorized Users the ability to respond with information about Charges on Cards or your Business Account. Business Administrators and Authorized Users may elect to not receive certain Notices by using the Finvari Platform, but this will limit the use of certain Services and may increase the financial risks to the Company. The Company will secure appropriate authorization to send text or SMS messages to Authorized Users on the Company’s behalf.
11.2.5. Business Administrators and Authorized Users are required to maintain an updated web browser, an updated version of the Finvari mobile app and computer and mobile device operating systems to receive Notices correctly. Business Administrators and Authorized Users are responsible for all costs imposed by Internet or mobile service providers for sending or receiving Notices electronically.
11.2.6. Contact us immediately if you are or believe you are having problems receiving Notices.
11.3. Assignment. Finvari may assign, pledge, or otherwise transfer these User Terms, or its rights and powers hereunder, without providing Notice to you. Any such assignee will have all rights as if originally named in these User Terms instead of Finvari. You may not assign these User Terms or rights provided, or delegate any of your obligations hereunder, without Finvari’s express written consent, which may be withheld, for any reason or no reason. Any assignment in contravention of this Section 11.3 will be null and void.
11.4. Headings and Interpretation.
11.4.1. Except where otherwise specified, all references to sections or provisions refer to these User Terms or the applicable incorporated terms.
11.4.2. All monetary amounts owed under these User Terms will be made in US Dollars (USD $).
11.4.3. In the event of any conflict between these User Terms and the Corporate Account Agreement or Card Terms, the Corporate Account Agreement or Card Terms shall control, except, and only to the extent, that these User Terms have been stated to expressly control (except with respect to the Card Terms over which these User Terms shall not control).
11.5. Entire Agreement. These User Terms, in conjunction with the Corporate Account Agreement and the Card Terms, including other incorporated terms, comprises the entire understanding of the Parties with respect to the subject matter described herein and supersedes all other proposals or previous understandings, written or oral, between the Parties.
11.6. Waiver and Severability.
11.6.1. The failure of either Party to insist upon strict performance or to seek remedy for breach of any term of this User Terms, or to exercise any right, remedy or election herein or permitted by law or equity, will not constitute nor be construed as a waiver or relinquishment in the future of such term, condition, right, remedy, or election. Any consent, waiver, or approval by either party of any act or matter will not be effective unless made in writing and signed by an authorized representative of the consenting, waiving, or approving Party.
11.6.2. If any provision of these User Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any such provision in every other respect and the remaining provisions of these User Terms will be unimpaired and these User Terms will continue in full force and effect, unless the provisions held invalid, illegal, or unenforceable will substantially impair the benefits of the remaining provisions hereof.
12. Defined Terms. Capitalized terms used in these User Terms are defined as follows:
“Authorized User” means any employees, contractors, agents, or other individuals permitted to use Services or Cards on your behalf.
“Beta Services” means beta or pre-release products or services, which may contain features and functionality that are incomplete or subject to substantial change or discontinuation, whether by notice or otherwise.
“Business Account” means the corporate account with Finvari that is used to access Services including reviewing expenses and managing Cards.
“Business Administrator” means the authorized signer that is authorized by you to manage your Business Account and act on behalf of the Company, including consenting to these User Terms.
“Cards” means physical or virtual payment cards issued by an Issuer and managed through your Business Account.
“Card Networks” means the payment card networks including Visa or Mastercard.
“Card Terms” means the agreement between the Company and the applicable Issuer for use of Cards identified on our website.
“Charge” means a payment for goods or services made to a merchant that accepts payments on the applicable Card Network.
“Company” means the company or corporate entity that is applying for or has opened a Business Account, uses the Services and manages Cards, and has executed the Corporate Account Agreement.
“Company Data” means information or documentation provided by the Company to Finvari, and which includes Financial Data and any Personal Data provided by the Company, Business Administrators, and Authorized Users.
“Consolidated Action” means class arbitrations, class actions, or other action brought between multiple parties based on the same or similar legal claims, or the same or similar facts.
“Corporate Account Agreement” means the agreement that the Company and Finvari execute prior to account approval which can be found at www.finvari.com/corporate-agreement
“Credentials” means those credentials which are assigned to and needed by an Authorized User to securely access the Services.
“De-Identified Data” means data derived from Company Data that has been anonymized or aggregated with other data and that can no longer be used to identify a specific company or individual, and is not subject to any reverse engineering with respect to the same.
“Dispute” means any dispute, claim, or controversy arising from or relating to these User Terms, including any incorporated terms.
“Feedback” means all feedback, suggestions, ideas, or enhancement requests you submit to us.
“Fees” means charges we impose on you for use of Services or your Business Account.
“Financial Data” means the Company’s bank balance, transaction, and account information accessible to Finvari through linked accounts or Third-Party Services.
“Fines” means all fines, fees, penalties, or other charges imposed by an Issuer or regulatory authority arising from your breaching of these User Terms, or the Card Terms, or other agreements you have with Finvari or an Issuer.
“Finvari Data” means all data developed or collected by Finvari through the development or provision of Services, Cards, or Third-Party Services, or generated or recorded by the Finvari Platform, but which does not include Company Data.
“Finvari Connector” means the method of integration either through a downloadable installer or an API connection that connects your ERP (enterprise resource planning) or accounting system to the Finvari Platform.
“Finvari Platform” means the Finvari web application and mobile application that Business Administrators or Authorized Users log into when using the Services.
“Finvari Property” means the Services and related technology; Finvari Data; and copyrights, patents, trade secrets, trade or service marks, brands, logos, and other intellectual property incorporated into each of the foregoing.
“Issuer” means the bank that is a member of the Card Network indicated on Cards and is responsible for issuing the Cards to you.
“Notice” means any physical or electronic communication or legal notices related to these User Terms that are provided to you, Authorized Users, or Business Administrators through text or SMS, email, your Business Account, or by other means.
“Periodic Statement” means the periodic statements identifying Charges, Fees, Fines, refunds, or other amounts owed or credited to your Business Account during each billing cycle.
“Personal Data” means data that identifies or could reasonably be used to identify a natural person.
“Prohibited Activities” means the list of prohibited business types and activities posted on our website (https://www.finvari.com/prohibited-activities) as updated, from time to time, that may render the Company ineligible for a Business Account.
“Prohibited Person” means any individual or organization that is subject to sanctions in the United States, identified on any lists maintained by OFAC or the U.S. Department of the Treasury, or the U.S. Department of State, or is subject to any law, regulation, or other list of any government agency that prohibits or limits us from providing a Finvari Account or Services to such person or from otherwise conducting business with the person.
“Services” means the expense and corporate Card management services and all other services and software, including but not limited to the Finvari Connector, provided by Finvari through your Business Account.
“Third-Party Services” means services and data provided by third-parties connected to or provided through Services. Third-Party Services include ERP, accounting or expense management platforms (such as, e.g., QuickBooks, Expensify, Viewpoint, and Sage), payment processors and e-commerce platforms (such as Shopify or Magento), and applications used to monitor linked accounts (such as Plaid or Finicity).
“Third-Party Service Provider” means an affiliate or other third-party that assists us in providing the Services to you, that supports our internal operations, or that provides other services related or connected to, or provided through the Services and a Business Account.
“User Terms” means these User Terms, as the same may be duly supplemented, amended, or replaced, from time to time