Terms & Conditions

Equals Spend For Business Prepaid Mastercard Cardholder Agreement

IMPORTANT – PLEASE READ CAREFULLY

  1. Terms and Conditions for the Equals Spend Business Prepaid Mastercard® Card. This document constitutes the agreement (“Agreement”) outlining the terms and conditions under which Equals Spend Business Prepaid Mastercard has been issued to you by Metropolitan Commercial Bank (Member FDIC) pursuant to a license from Mastercard. “Metropolitan Commercial Bank” and “Metropolitan” are registered trademarks of Metropolitan Commercial Bank © 2014. By accepting and using this Card, you agree to be bound by the terms and conditions contained in this Agreement.
    1. The “Program Manager” for the Equals Spend Business Prepaid Mastercard is Equals.
    2. In this Agreement, "Card" means the Equals Spend Business Prepaid Mastercard issued to you by Metropolitan Commercial Bank.
    3. "Account" means the records we maintain to account for the transactions made with your associated Card(s).
    4. "You" and "your" means the Admin and any Members who are authorized to use the Card as provided for in this Agreement.
    5. “Account Owner” means the business that qualified for and opened the Account and owns the funds in the Account. Account Owner must be an organization and may be an individual operating as a sole proprietorship, partnership, limited liability company, corporation, trust or other form of commercial entity authorized by applicable law. The owners or Members of the Account Owner must also personally guarantee and be personally liable for all transactions associated with the Card(s) and the Account. All such guarantees are unlimited and joint and several where Account Owner has multiple owners or principals.
    6. “Admin” means the person is authorized by the Account Owner to open and close the Account and any Cards, add or remove Cardholders, obtain Account information, load the Account, transfer or allocate funds to Cards and to take all other administrative actions on behalf of the Account Owner in connection with the Account as contemplated by this Agreement.
    7. “Cardholder” means any Member issued a Card at the request of the Administrator. Each Cardholder will be issued a Card linked to the Account Owner’s Account and subject to any restrictions or limitations established by the Administrator.
    8. "Account" means the Account linked to each Card.
    9. “Account Balance” means the money held on the platform available to load onto cards.
    10. "We," "us," and "our" means Equals Spend as your Program Manager.
    11. “Bank” means Metropolitan Commercial Bank, our successors, affiliates or assignees.
    12. “UBO '' means Ultimate Beneficiary Owner.
    13. The Card will remain the property of Metropolitan Commercial Bank and must be returned if requested. The Card is non transferable, 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.
    14. 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 Account Owner or UBO. What this means for you: when you apply for an Equals Spend account, we are required to verify any UBO of an organisation. If you falsify, misrepresent, or fail to provide requested information, we may cancel the entire application or any existing account and cards. 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, refuse or delay your access to any such funds.
  2. Administrators and Members
    1. Each Account will consist of at least one Admin and unlimited Members. The Admin must be an owner or principal of the Account Owner and an unlimited guarantor for all activities on the Account and cards. The Admin will also be authorized to make changes to the Account(s) associated with the Account Owner with or without the consent of any other Member. The Admin will be permitted to limit or restrict the activity on all Cards with or without the consent of any other Member and with written notice of such actions to Bank. The Admin will be able to make these changes through the website, Mobile App, or by contacting Equals directly. The Admin must notify us to revoke permission for any Member previously issued and authorized to use a Card. If an Admin notifies us to revoke a Members use of a Card, we will cancel the Card and transfer any remaining funds loaded on the canceled Card to the main Account.
  3. Your Card.
    1. The cards are prepaid and made available to the Account Owner’s designated Cardholders. The Card(s) allows Cardholder(s) to access loaded funds. The funds loaded to your card will be FDIC-insured once we have been able to verify the Account Owner. You may access these funds by loading funds to your Account Balance by wire or ACH and then transferring these funds to the Card(s). The Card is not a credit card, gift card, nor is it intended for gifting purposes. You will not receive any interest on your funds on the Card. The funds in your card will not expire, regardless of the expiration date on the front of your Card. This Account is to be used solely for business purposes and may not be used for consumer or household purposes. By using the Card or providing the Card number to any person, you represent and warrant to us that use of the Card is solely for business purposes. As such because the Account is a business account and not for personal, family or household use, ACH Credit payments are not subject to the Electronic Funds Transfer Act.
  4. Fees.
    1. 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 Account and/or Card(s) and will be assessed so long as there is a remaining balance in your Account and/or Card(s), 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 and upon review and written approval by the Bank as set forth in the Section of this Agreement titled “Amendment and Cancellation.” If you request a service that is not included in this Schedule of Fees and Charges and there is a fee for such service, such fee will be disclosed at the time you request the service and you agree that any such fee may be deducted from your Account.
  5. Authorized Users.
    1. If you permit another person to have access to your Card, you are liable for all transactions made with the Card, and all related fees incurred by those persons. If an admin wants to cancel a card, they must follow the instructions on our website, or call +1 833-295-3757. If a card is lost, stolen or is in the name of a person who no longer requires a card, you are responsible and liable for all transactions and fees incurred by you or any other person. If you tell us to revoke (cancel) another person’s use of your Card, we may revoke (cancel) the Card and issue a new Card with different card details such as card number, CVV, expiry date, PIN etc. 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.
  6. Account Use and Purpose.
    1. Subject to the limitations set forth in this Agreement, you may use your Card or Card details to purchase goods or services wherever your Card is honored provided you do not exceed the value available to your card. Aggregate purchases should not exceed the limits set forth in Section 7 “Limitations on Frequency and Dollar Amounts of Transactions” of this Agreement. For fee information, see the “Schedule of Fees and Charges” attached to this Agreement. You agree not to use your Card for illegal gambling or any other illegal purpose. If any Cardholder is permitted to use the Card the Account Owner will be responsible for any transactions made and any fees incurred by the Cardholder even if the Cardholder exceeds the scope of the authority granted to such Cardholder by the Account Owner. If a transaction causes a Card to have a negative balance, we may deduct any negative balance amounts from the Account Balance or future funds on the Card or the Company Balance. Cardholders should only be persons the Account Owner trusts to honor its instructions and limitations. You will be provided with the Routing number, Account Number and your unique reference once your Account has been established to enable you to make payments to your Account Balance. The Bank routing number and your assigned Account Number are for the purpose of initiating credits to your Account Balance by wire payment or ACH debit.
  7. Limitations on Frequency and Dollar Amounts of Transactions.
    1. The total amount of purchases and cash withdrawals that you can perform in any single day is limited to the Transaction Limits set forth below. The following grid is provided in order to highlight the frequency and limitations of cardholder transactions in a single day
    2. Maximum Account Balance amount: $2,000,000.00
    3. Maximum Card Balance amount: $200,000.00
    4. Maximum Cash Withdrawal amount per day: $3,000.00
    5. Maximum number of ATM Cash withdrawals per day: 5
    6. Maximum Card load amount per day: $200,000.00
    7. Maximum single Card load amount: $20,000
    8. Maximum card unload value per day: $200,000.00
  8. Personal Identification Number.
    1. Only one PIN will be issued for each Card at any point in time. You can retrieve your Personal Identification Number (“PIN”) that you may use with your Card and change it at an ATM if preferred using the PIN services option. When you change your PIN at an enabled ATM, choose your new PIN carefully. Avoid selecting a PIN that can be compromised using other information about you, such as numbers from your date of birth. You will need a PIN to obtain cash at an ATM or to make a PIN purchase. Taking care of your Card and PIN is essential to help prevent fraud and protect your Equals account. Do not let anyone else use your Card, and do not tell anyone else your PIN, password or other security information Memorise your PIN, password and other security information. Never record your PIN or other security information. If you believe that anyone has gained unauthorized access to your PIN, you should advise the Program Manager immediately, following the procedures in the Section below titled “Your Liability for Unauthorized Transfers.” We will never ask you to tell us your PIN. If you are in any doubt whether a caller is genuine, or if you are suspicious about them, take their details and call us.
  9. Adding Funds to Your Card.
    1. Administrators may add funds to your Card after you have submitted a load request. The maximum load amount is set forth in Section 7 “Limitations on Frequency and Dollar Amounts of Transactions” of this Agreement. The maximum value of funds on your card may not exceed the limits set forth in Section 7 “Limitations on Frequency and Dollar Amounts of Transactions” of this Agreement at any time.
  10. Using Your Card to Get Cash.
    1. With a PIN, you may use your Card to (i) obtain cash or check your balance at any Automated Teller Machine (“ATM”) that bears the Mastercard® or STAR® brand. The maximum amount of cash you may withdraw at an ATM on a daily basis are shown in the limits set forth in Section 7 “Limitations on Frequency and Dollar Amounts of Transactions” of this Agreement as described in the Section above titled “Limitations on Frequency and Dollar Amounts of Transactions.” ATM operators may impose additional withdrawal limits. All ATM withdrawals will be charged in accordance with the accompanying “Schedule of Fees and Charges (Schedule A)”. In addition, when you use an ATM not owned by the Bank, you may be charged a fee by the ATM operator or any network used (and you may be charged a fee for a balance inquiry even if you do not complete a fund transfer).
  11. Split Transactions.
    1. If you do not have enough value loaded on your Card you can instruct the merchant to charge a part of the purchase to the Card and pay the remaining amount with cash or another card. 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.
  12. Transactions Using Your Card Number.
    1. If you initiate a transaction without presenting your Card (such as for a mail order, internet or telephone purchase), the legal effect will be the same as if you used the Card itself.
  13. Your Obligation for Negative Balance Transactions.
    1. Each time you initiate a Card transaction, you authorize the merchant to reduce the funds available in your Card balance by the amount of the transaction and all associated fees. You are not allowed to exceed the available amount in your Card balance through an individual transaction or a series of transactions (creating a “negative balance”). Nevertheless, if any transactions cause the balance in your Card 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. We may deduct any negative balance amounts from any current or future funds on your Card or recoup such negative balance from any other Card we have issued on the Account or from the Account Balance. 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.
  14. Business Days.
    1. Our business days are Monday through Friday, excluding federal and legal banking holidays in the State of New York.
  15. Authorization Holds.
    1. You do not have the right to stop payment on any 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 you use your Card to obtain cash at an ATM we will authorize the transaction in advance (including all applicable fees). When we authorize a purchase transaction, we commit to make the requested funds available when the transaction finally settles and the Bank 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 28 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.
    2. 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.
  16. Recurring Transactions.
    1. If you intend to use your Card for recurring transactions, you should monitor your balance and ensure you have funds available in your Account 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 Account to cover the recurring transaction. If these recurring transactions may vary in amount, the person you are going to pay should tell you, ten (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 you have authorized a merchant to make the recurring transaction, you also should contact the applicable merchant inorder to stop the recurring transaction.
  17. Returns and Refunds.
    1. 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 Card for such refunds. The amounts credited to your Card for refunds may not be available for up to five (5) days from the date the refund transaction occurs.
  18. Card Cancellation and Suspension; Limits.
    1. We reserve the right, in our sole discretion, to limit your use of the Card, including limiting or prohibiting specific types of transactions. We or the Bank 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 contacting us. You agree not to use or allow others to use an expired, revoked, canceled, suspended or otherwise invalid Card. Our cancellation 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 Cancellation.” Not all the 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 or the Bank can waive or delay enforcement of any of our rights under this Agreement without losing them.
  19. International Transaction Fee.
    1. If you initiate a transaction in a currency other than the currency in which your Card was issued, the amount deducted from your Card balance will be converted by MasterCard into an amount in the currency of your Card. MasterCard will establish a currency conversion rate for this convenience using a rate selected by MasterCard from the range of rates available in wholesale currency markets for the applicable central processing date which may vary from the rate MasterCard itself receives. The fees relating to using the card internationally are set forth in the “Schedule of Fees and Charges.
  20. Receipts.
    1. 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.
  21. Obtaining Balance and Transaction Information for Your Card; Periodic Statements Alternative.
    1. You should keep track of the amount of funds available in your Account. You may obtain information about the amount of funds you have remaining in your Card or Account Balance by calling the number on the back of your Card. This information, along with a 12-month history of account transactions, is also available on-line through our customer self-service website shown on the back of the Card. You also have the right to obtain a 24-month written history of account transactions by calling the number on the back of your Card or +1 833-295-3757, or by visiting www.equalsmoney.com
  22. Confidentiality.
    1. The Bank 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 the Bank your written permission; (5) to our and the Bank’s employees, auditors, affiliates, service providers, or attorneys as needed; and (6) as otherwise provided in the Bank’s Privacy Policy Notice belo and the Equals Privacy Policy (www.equalsmoney.com/us/privacy).
  23. Our Liability for Failure to Complete Transactions.
    1. In no event will we or the Bank 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 Bank, you do not have enough funds available on your Card to complete the transaction; (2) if a merchant refuses to accept your Card (3) if an ATM where you are making a cash withdrawal does not have enough cash; (4) 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; (5) if access to your Card has been blocked after you reported your Card or Access Code lost or stolen; (6) if there is a hold or your funds are subject to legal process or other encumbrance restricting their use; (7) if we or the Bank have reason to believe the requested transaction is unauthorized; (8) if circumstances beyond our or the Bank’s control (such as fire, flood or computer or communication failure) prevent the completion of the transaction, despite reasonable precautions that we or the Bank have taken; or (9) for any other exception stated in our Agreement with you.
  24. In Case of Errors or Questions about your Account contact our Customer Services team using the details shown on our contact us page.
  25. Lost or Stolen Cards/Unauthorized Transfers.
    1. If you believe your Card or Access Code(s) (“PIN”) has been lost or stolen block your card using our freeze option on your card account and contact our Customer Services team using the details on our online Contact Us page. You should also contact us if you believe an electronic transfer has been made using the information from your Card or Access Code(s) (“PIN”) without your permission. We may not be able to assist you if you do not contact us within sixty (60) days of the unauthorized transactions.
  26. Your Liability for Unauthorized Transfers.
    1. You agree to exercise reasonable control over your PIN(s) and password(s) and any other access code related to your Account and your Card. Tell us AT ONCE if you believe your Card or passwords has been lost or stolen. Also, if your transaction history shows transactions that you did not make with your Card or Card Number, tell us at once. You will be responsible for all authorized and unauthorized transactions made through the use of any Card, except as otherwise described in this Agreement. Cardholders will not have the benefit of any consumer law limiting liability with respect to the unauthorized use of a Card. This means liability for the unauthorized use of a Card could be greater than the liability in a consumer prepaid card transaction. You accept and agree to undertake the additional risk and greater measure of liability associated with the use of business purpose cards as described in the Agreement. Electronic transfers made to an account used for business purposes, regardless of account ownership, are not subject to the Electronic Funds Transfer Act and Regulation E. In the case of a discrepancy or questions about electronic transaction(s), contact us using the details displayed on our contact us page.
    2. The following provisions of this Section apply to all Accounts: You will not be liable for unauthorized use that occurs after you notify us of the loss, theft or unauthorized use of your Card or Access Code(s), unless such subsequent unauthorized use resulted from your gross 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) orPIN(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 Account to prevent future losses. If you authorize another person to use your Card or Access Code(s) (PIN(s)), you agree that you will be liable for all transactions arising from the use of the Card or Access Code(s) (PIN(s)) 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. Under Mastercard’s Zero Liability Policy, your liability for unauthorized transactions on your Card is $0.00 if you notify us promptly upon becoming aware of the loss or theft, and you exercise reasonable care in safeguarding your Card from loss, theft, or unauthorized use. These provisions limiting your liability do not apply to debit transactions not processed by Mastercard or to unregistered cards.
  27. Other Terms.
    1. Your Card and your obligations under this Agreement may not be assigned. We and/or the Bank 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 and the Bank do not waive our rights by delaying or failing to exercise them at any time. 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.
  28. Amendment and Cancellation.
    1. We or the Bank may amend or change the terms and conditions of this Agreement at any time. 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 or the Bank can implement such change without prior notice. We or the Bank may cancel or suspend your Card or this Agreement at any time. You also may cancel this Agreement by email or on the phone. If you cancel your Card, you may zero out your Card balance before closing your Account. If your Card is canceled by us when your Card has a balance, we will return the balances to the source of funds for no charge. Your termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement before termination.
  29. Telephone Monitoring/Recording.
    1. From time to time we or the Bank 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.
  30. Arbitration Provision. 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.
    1. Definitions: As used in this Arbitration Provision, the term “Claim” means any claim, dispute or controversy between you and us, or between you and Equals. Program Manager for the Equals Spend For Business Prepaid Mastercard® Card and/or the Bank 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, including the validity, enforceability or scope of this Arbitration Provision or the Agreement. “Claim” includes claims of every kind and nature, including but not limited to initial claims, counterclaims, cross-claims and third-party claims and claims based upon contract, tort, fraud and other intentional torts, statutes, regulations, common law and equity. 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, goods or services purchased with the Cards; (iv) the benefits and services related to the Cards; and (v) your enrollment for any Card. We shall not elect to use arbitration under the Arbitration Provision for any 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 appeals from that court shall be pursued only in arbitration. As used in this Arbitration Provision, the terms “we” and “us” shall for all purposes mean 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.
    2. 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 335 Madison Avenue, New York, NY 10017; website at.
    3. 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, YOU WILL NOT 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 ARBITRATION OR A JOINT ARBITRATION 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.
    4. 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 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.
    5. 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 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.
    6. 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 (to the extent enforceable under the FAA) this arbitration Provision shall control if it is inconsistent with the applicable Code. The arbitrator shall apply applicable substantive law consistent with the FAA and 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 fifteen (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 twenty (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, 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 thirty (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 one hundred twenty (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.
    7. Continuation: This Arbitration Provision shall survive termination of your Card 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 deemed invalid or unenforceable under any principle or provision of law or equity, consistent with the FAA, 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.
  31. Delivery of Electronic Communications.
    1. 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 Account 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 an Equals Spend For Business Prepaid Mastercard Card, except as provided below.
    2. 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:
    3. All legal and regulatory disclosures and communications associated with your Account and any related products or services
    4. Your Cardholder Agreement and any notices about a change in terms of your Cardholder Agreement
    5. Privacy policies and notices
    6. Error resolution policies and notices
    7. Responses to claims filed in connection with your Account
    8. Notices regarding insufficient funds or negative balances
    9. 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 on our website at https://equalsmoney.com/us
    10. How to Withdraw Consent. You may withdraw your consent to receive Communications in electronic form at any time by emailing Equals Spend (enquiries@equals.co) using the email address provided in our website and app. 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.
    11. How to Update Your Records. It is your responsibility to provide us with a true, accurate and complete email address (if you have elected to receive e-mail messages from us), your contact information, and other information related to this Disclosure and your Account, and to maintain and update promptly any changes in this information. You can update information (such as your email address) using the instructions on the Equals App and website. Hardware and Software Requirements. In order to access, view, and retain Communications that we make available to you electronically, you must have:
    12. An Internet browser that supports 128 bit encryption
    13. Microsoft Internet Explorer 6.0 or above, or the equivalent software
    14. Sufficient electronic storage capacity on your computer's hard drive or other data storage unit
    15. An email account with an Internet service provider and email software
    16. A personal computer (1.0 GHz Base or higher), operating system and telecommunications connections to the Internet capable of receiving, accessing, displaying, and either printing or storing Communications received from us in via a plain text-formatted e-mail or by access to our web site using browser specified above or equivalent software.
    17. Adobe Reader version 9.0 or higher
    18. 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, contact us using the details shown on our contact us page online (+1 833-295-3757 & enquiries@equals.co).
    19. 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
  32. WHAT DOES Metropolitan Commercial Bank DO WITH YOUR PERSONAL INFORMATION?.
    1. Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
    2. The types of personal information we collect and share depend on the product or service you have with us. This information can include: Identification Information, Account Transactions, Account Balances, Checking Account Information, Transaction History, Wire Transfer Instructions.
    3. When you are no longer our customer, we continue to share your information as described in this notice.
    4. All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons Metropolitan Commercial Bank chooses to share; and whether you can limit this sharing.
  33. Reasons we can share your personal information
    Does Metropolitan Commercial Bank share?Can you limit this sharing?
    For our everyday business purposes such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureausYesNo
    For our marketing purposes to offer our products and services to youYesNo
    For joint marketing with other financial companiesYesNo
    For our affiliates' everyday business purposes information about your transactions and experiencesYesWe don't share
    For our affiliates' everyday business purposes information about your creditworthinessYesWe don't share
    For non-affiliates to market to youYesWe don't share
    Questions? Call 1-866-363-8226 or visit www.metropolitanbankny.com
  34. What we do
    How does Metropolitan Commercial Bank protect my personal information?To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We also maintain other physical, electronic and procedural safeguards to protect this information and we limit access to information to those employees for whom access is appropriate.
    How does Metropolitan Commercial Bank collect my personal information?We collect your personal information, for example, when you: open an account; provide account information; apply for financing; give us your contact information; show your driver’s license. We also collect your personal information from others, such as credit bureaus, affiliates or other companies
    Why can't I limit all sharing?Federal law gives you the right to limit only: sharing for affiliates' everyday business purposes - information about your credit worthiness; affiliates from using your information to market to you; sharing for non-affiliates to market to you. State laws and individual companies may give you additional rights to limit sharing.
  35. Definitions
    AffiliatesCompanies related by common ownership or control. They can be financial and non-financial companies. Metropolitan Commercial Bank does not share with our Affiliates so they can market to you.
    Non-affiliatesCompanies not related by common ownership or control. They can be financial and non-financial companies. Metropolitan Commercial Bank does not share with non-affiliates so they can market to you.
    Joint MarketingA formal agreement between non-affiliated financial companies that together market financial products or services to you. Our joint marketing partners include credit Account companies.
  36. Other important information
    For Alaska, Illinois, Maryland and North Dakota Customers. We will not share personal information with nonaffiliates either for them to market to you or for joint marketing – without your authorization.
    For California Customers. We will not share personal information with nonaffiliates either for them to market to you or for joint marketing – without your authorization. We will also limit our sharing of personal information about you with our affiliates to comply with all California privacy laws that apply to us.
    For Massachusetts, Mississippi and New Jersey Customers. We will not share personal information from deposit or share relationships with nonaffiliates either for them to market to you or for joint marketing – without your authorization.
    For Texas Customers. If you have a complaint, first contact the customer service division of Metropolitan Commercial Bank at 1-866-363-8226. If you still have an unresolved complaint regarding the company’s money transmission activity, please direct your complaint to Texas Department of Banking, 2601 North Lamar Boulevard, Austin, Texas 78705, 1-877-276-5554 (toll free), www.dob.texas.gov.
    For Vermont Customers. We will not share personal information with nonaffiliates either for them to market to you or for joint marketing without your authorization, and we will not share personal information with affiliates about your creditworthiness without your authorization.
  37. Equals Spend for BUSINESS Schedule of fees and charges
    TypeCostDetails
    Adding Funds To/From Your Card
    Value Load$0.00Per Transaction. 3rd Party Load Networks charge additional fees. Please consult 3rd Party Load Network for a schedule of their fees and charges (Western Union, MoneyGram, and Visa Ready Link).
    Direct Deposit$0.00No Fee
    Mobile Deposit$0.00Per load. When depositing checks using remote deposit capture.
    Card-to-Card Transfer (outside-of-business)$0.00Per transaction
    Card-to-Card Transfer (within business)$0.00No Fee
    Removing Funds To/From Your Card
    Retail Unload$0.00Per unload, plus retail fees, if any
    ATM Withdrawal (US)$3.00Per withdrawal, plus third party ATM operator fees, if any
    ATM Withdrawal (with currency conversion)$3.00 + 1.5% of transaction amountPer withdrawal, plus the Foreign transaction surcharge and third party ATM operator fees, if any.
    POS PIN Debit Purchase$0.00Per any PIN based transactions
    POS Signature Purchase$0.00Per any Signature based transactions
    POS PIN Debit Purchase (with currency conversion)1.5%Per any international PIN based transactions
    POS Signature Purchase (with currency conversion)1.5%Per any international Signature based transactions
    Other fees
    ATM Balance Inquiry$0.00Per inquiry, plus third party ATM operator fees, if any
    ATM Balance Inquiry (Int’l)$0.00Per inquiry, plus third-party ATM operator fees, if any
    ATM Withdrawal (Declined)$0.00Per declined domestic ATM transaction
    ATM Withdrawal (Declined (Int’l)$0.00Per declined international ATM transaction
    POS PIN Purchase (Declined)$0.00Per declined domestic PIN based transaction
    POS SIG Purchase (Declined)$0.00Per declined domestic Signature based transaction
    POS PIN Purchase (Declined) (Int’l)$0.00Per declined international PIN based transaction
    POS SIG Purchase (Declined) (Int’l)$0.00Per declined international Signature based transaction
    Close Card$0.00Per card requested to close account and refund via check
    Replace Card$0.00Per lost, stolen, or damaged card replacement requested
    New Card Fee$5.00 per card once limit of 50 has reachedPer card fee implemented once a company already owns 50 cards
    Primary Card Activation Fee$0.00One time new card primary account fee
    Card Activation Fee$0.00One time new Account fee

Equals Pay

This agreement (the “Agreement”) sets forth the terms and conditions governing your use of the Service (the “Service”) as specifically described herein in Section 1. Please read it carefully as it contains important terms, including terms governing disputes and requiring use of arbitration.

Read this Agreement and keep it for your records. By using the Service, you agree to the terms of this Agreement and agree that you will comply with all applicable laws.

As used herein, the term “Bank,” means Metropolitan Commercial Bank, “Company” means Equals Group PLC, and “we,” “us,” and “our” means both the Company and Bank except where the context would require that it mean only one of us. “Client,” “You,” and “your” means the legal person that is using (through Authorized Persons, as explained further below) the Service to conduct international funds transfers under this Agreement.

  1. THE SERVICE
    1. The Service is a funds transfer service which permits you to transfer funds to recipients outside of the United States (“Recipients”) via electronic funds transfer, wire transfer or other electronic methods, which may include the use of a user interface or application program interface (“API”) operated by Company, by debiting or crediting of your bank account, buying or selling of foreign currency, including the following transaction types, and any other global payment solutions provided by us from time to time (any instruction to send money under this Agreement, a “Transaction”): • Forward Transaction – means a Transaction for which a sale and purchase rate of exchange is agreed on a particular date and for which the Settlement Date is a date falling more than two Business Days (as defined herein) after the date the Transaction is agreed, as evidenced by the Bank providing to you a Confirmation (as defined in this Agreement). • Spot Transaction – means a Transaction for which the Settlement Date is two Working Days after the Transaction is agreed or such earlier date as the Company may, in its discretion and in accordance with the practice of the London Foreign Exchange market, agree. If your Transaction is accepted by the Company, the funds will be available to the Recipient on the date and pursuant to the terms set forth in the email confirmation provided to you by the Company pursuant to Section 3.2 of this Agreement (such date, the “Settlement Date”).
    2. The Bank is a federally insured financial institution chartered under the laws of the State of New York and an Originating Depository Financial Institution. You are responsible for transmitting funds directly to the Bank in USD in order to effect cross border transfers, as described in this Agreement. The international remittance of funds to the Recipient is performed by FairFX (trading as Equals) outside of the United States.
    3. The Service, as described herein, may be amended by us at any time, upon notice to you, as set forth in this Agreement. Moreover, we retain full discretion to refuse to complete any Transaction at any time.
    4. You must approve individuals to conduct Transactions on your behalf (each such person, an “Authorized Person”). Authorized Persons may be so designated on your registration form. You may amend such list of Authorized Persons may be amended at any time upon written notice to the Company under Section 12 of this Agreement. You agree to ensure that Authorized Persons understand and abide by all of the obligations and limitations to which you are subject under this Agreement. The acts or omissions of an Authorized Person shall be regarded as your acts and omissions regardless of whether, in fact, those acts or omissions were authorized by, for your benefit or on your behalf.
  2. YOUR REPRESENTATIONS AND UNDERTAKINGS
    1. You represent as of the date of each Transaction and its Settlement Date that:
      1. You are acting as principal in the Transaction, have full power and authority to enter into the Transaction and are the beneficial owner of all Cleared Funds (as defined herein), and all other funds transferred to the Bank hereunder free from any charge or encumbrance;
      2. You are located in the United States and hold a USD bank account (a) that will be the source of funds for transfers using the Service (b) that is, unless you are acting as an agent as set forth in Section 2.1(v), is held in your name and (c) over which you have legal authority and control;
      3. The information you have provided in relation to the Transaction is accurate and current and that any further information required by us relevant to a Transaction will be accurate and complete;
      4. You are not violating any laws or regulations by entering into or performing any part of this Agreement or by otherwise using the Service;
      5. You are not an agent acting for an undisclosed principal or third party beneficiary. In the event that you seek to use the Service on behalf of a third party, you agree to provide certified copies of identification evidence of such authorizations that you have received from the third party and obtain express approval from the Bank before acting on that third party’s behalf;
      6. You consent to having your – and as relevant, your Authorized Persons’ – details including confidential personal information and financial information, used by us for the purpose of the provision of the Service;
      7. You are aware that the Service is managed by Company at the Bank’s direction and subject to the Bank’s rules and procedures, and that Company is operating as a service provider to Bank.
      8. The Transaction is for commercial purposes only and not for purposes of market or currency speculation;
      9. The Transaction is not for any prohibited purpose, as described in Section 2.4 herein.
    2. To assist in the fight against the funding of terrorism and money laundering activities, Federal law requires us to obtain, verify and record information that identifies each person to whom we provide certain types of services. Prior to being permitted to use the Service, the Company will require you to provide, in connection with Authorized Persons, owners and other Client personnel we deem appropriate, information including name, physical address, unexpired U.S. government issued photo identification, U.S. Taxpayer Identification number, date of birth, phone number, and email address (for individuals), or the name, address, U.S. Employer Identification Number (EIN) and incorporation number (for companies), and other information that will allow us to identify such persons (the “KYC Information”). KYC Information may also include, without limitation, your documents of incorporation and bylaws, as well as and where relevant, the U.S. passport, U.S. based driver’s license, or other U.S. government issued photo identification document of your principals, key executives and beneficial owners. The Company may also contact you with additional questions and periodically ask you to re-confirm these details. You undertake to provide us, upon request, with any and all information that we may request.
    3. 2.3 All U.S. persons, including U.S. banks, must comply with the regulations of the U.S. Department of Treasury’s Office of Foreign Assets Control. This means that we may reject (return) or institute a hold on any funds sent to you if you or the Recipient (or any other party related to or benefitting from the Transaction) is a Specially Designated National or falls into the scope of a country-based or other sanction program (any such party, a “Sanctioned Person”). You agree that you will not use the Service to send funds to, or otherwise engage in any business involving, a Sanctioned Person.
    4. 2.4 You agree not to use the Service for any unlawful activity, and we reserve the right to investigate any suspicious activity or in response to any complaints or reported violations. When investigating any such activity, we reserve the right to pause a Transaction, hold funds or suspend your access to the Service, to report suspected unlawful activity to any appropriate regulatory or similar authority or person, and to provide such authority or person any relevant information, including personal data. More specifically, you are not permitted to use the Service in connection with:
      1. the creation, facilitation, sale or distribution of any prohibited or illegal good or service or an activity that requires a governmental license where Recipient lacks such a license;
      2. the creation, facilitation, sale or distribution of marijuana or marijuana paraphernalia, regardless of whether or not such sale is lawful in your jurisdiction or the jurisdiction of your Recipient;
      3. the creation, facilitation, sale or distribution of any material that promotes violence or hatred;
      4. the creation, facilitation, sale or distribution of adult content including, but not limited to, online dating or marriage services, pornographic services and goods, and adult entertainment-related activities;
      5. the creation, facilitation, sale or distribution of goods or services that violate the intellectual property rights of a third party;
      6. the sale, distribution or exchange of crypto currencies;
      7. any Ponzi-scheme or pyramid selling;
      8. any gambling or regulated financial services you or the Recipient may provide;
      9. the facilitation, sale or distribution of firearms or other weapons, military or defense items (including military software or technologies), chemicals, prescription medications, seeds or plants, dietary supplements, alcoholic beverages, tobacco goods, jewels, precious metals or stones; or
      10. any consumer (personal, family or household) use.
    5. It is your responsibility to ensure that you and all Authorized Persons keep safe any password or other access credentials which you or any Authorized Person may at any time be required to use to access any part of the Service. Should you become aware of, or suspect that, an unauthorized person or third party has knowledge or access to their password, you must inform the Company immediately.
  3. YOUR INSTRUCTIONS TO BANK; CONFIRMATION
    1. To initiate a Transaction, you or an Authorized Person will use the secure website, email or give written or verbal Transaction instructions, subject to applicable security procedures, to the Company, which will form a binding and irrevocable commitment on your part.
    2. We will email you a confirmation of each Transaction (“Confirmation”).
    3. In the case of discrepancies, errors or omissions in a Confirmation, you must notify us immediately by telephone or email but in any event no later than the end of the Business Day on the date of the Transaction. You expressly acknowledge and agree that any failure timely to notify us of any such discrepancies, errors or omissions may prevent correction at a later time.
    4. A Transaction, once submitted, may not be amended, altered or cancelled without our written consent. We reserve the right to withhold such consent in our sole discretion, including without limitation when we have acted on the Transaction to our detriment.
    5. We retain the right to refuse to accept your instruction and are under no obligation to enter into a Transaction should we choose not to do so.
  4. YOUR FINANCIAL OBLIGATIONS FOR TRANSACTIONS
    1. You agree to pay for each Transaction by transferring Cleared Funds for the full amount specified in the Confirmation from your bank account into a bank account designated by us on or before the Settlement Date using an “ACH Push” (i.e., an ACH transaction you initiate) or domestic wire transfer (such funds, the “Cleared Funds”). No other payment methods are accepted. We reserve the right to require such funds transfer to be completed one (1) Business Day before the Settlement Date. You acknowledge that Cleared Funds are transferred to the Bank, as the Company does not accept funds under the Service.
    2. On confirmed receipt of the Cleared Funds, the Bank or its designated service provider will pay to the Recipient the amount stated in the relevant Confirmation except to the extent (i) required by law to deduct sums in respect of taxation, (ii) to deduct amounts incurred in transfer fees (as set out in the Fee Schedule), or (iii) where you owe us amounts for Transactions and which have not been settled in accordance with this Agreement.
    3. The Bank will not make, nor will cause Company or any other service provider to make, any payment on your behalf until the Cleared Funds have been received, and cannot accept responsibility for a delay in onward payment due to the late arrival of your funds. You expressly agree and acknowledge that banks have cut-off times, after which they will not accept same-day payment instructions, and that it is your responsibility to be aware of, and comply with, these cut off times.
    4. All payments made or owed to us for the Service under this Agreement are to be made in full without set-off, counterclaim or deduction whatsoever.
    5. If you do not remit Cleared Funds to the Bank by the Settlement Date, we reserve the right to charge you a daily penalty until such funds are received, as specified in the Fee Schedule.
  5. YOUR FUNDS
    1. You acknowledge that your funds will be held with those of other clients of the Service in an account or accounts at the Bank or another financial institution designated by the Bank.
    2. You will have no fiduciary rights or claims against the Bank in respect of any of its funds held in such account or accounts. Once delivered to Bank or other intermediary, the funds are no longer under your control or considered your property and your only interest is in successful transfer to the Recipient in accordance with and subject to this Agreement.
    3. You acknowledge that we are under no obligation to pay interest on any funds held on your behalf in any account.
  6. COMMISSIONS, CHARGES, MARGINS
    1. Commissions and charges such as transfer charges due in respect of a Transaction shall be included in the Confirmation and will be paid by you in full by the Settlement Date from the Cleared Funds.
    2. An initial margin of 10% of the value of the Transaction (unless we agree in advance to a lower amount) (the “Initial Margin”) is required for each Forward Transaction to protect us against adverse exchange rate movement between the date of Transaction and the Settlement Date, and should be paid within two Business Days after the date of the Transaction. The remaining balance of the Transaction shall be paid on or before the Settlement Date.
    3. You will be required to pay a further margin (a “Margin Call”) on demand by us in the event that the Initial Margin is insufficient (as determined in our sole discretion) to cover the risk of adverse exchange rate movements.
    4. All margin you provide in accordance with this Agreement may be forfeited in the event that we incur any liability or loss in respect of any Transaction in which you fail to fulfil your obligations under this Agreement.
    5. In respect of Forward Transactions, we reserve the right to transfer margin you provide to the Bank’s counterparty financial institution as margin to cover the corresponding Forward Transaction entered into by Company.
    6. If a payment is returned to us, we may charge an administrative fee to resend the funds to the Recipient as set forth on the Fee Schedule.
  7. REFUSED, TERMINATED OR REVERSED TRANSACTIONS; TERMINATION OF THIS AGREEMENT
    1. We have the right to refuse, terminate or reverse a Transaction, or otherwise limit, suspend or terminate your use of the Service if:
      1. You shall fail to make any payment in respect to a Transaction, when due and in accordance with this Agreement;
      2. You breach any provision of this Agreement or any applicable law;
      3. it becomes or reasonably may become unlawful for us to fulfil one or more of our obligations under this Agreement;
      4. if we are requested to decline or cancel a Transaction (or any part thereof) by any regulatory authority whether or not the request is legally binding;
      5. we in our absolute discretion consider it desirable or necessary to do so for our own protection, including as a result of security, reputational or legal risks associated with the Transaction or Recipient;
      6. in the event that you are unable to meet your obligations as they become due or have a bankruptcy petition presented against you, or if you cease or threaten to cease all or part of your business; or
      7. any of the events specified above or anything comparable thereto occurs under the laws of any applicable jurisdiction.
    2. We will promptly notify you of such refusal, termination or reversal to the extent permissible under applicable law.
    3. If you become aware of the occurrence of any event referred to in Section 7.1 above, you must provide us immediate notice of such event.
    4. If you fail to make a payment due in respect of any Transaction, we shall be entitled to impose interest on such unpaid items at a rate of prime +3% calculated on a monthly basis from the date payment was due to the date payment is received.
    5. We may immediately terminate this Agreement at any time without prior notice if:
      1. we determine in our sole discretion you are not eligible to use the Service or are using the Service for an impermissible purpose;
      2. you materially breach the law or the terms of the Agreement;
      3. you engage in behavior that we in our sole discretion view as suspicious or otherwise of concern
      4. duplicate accounts are opened for the same person; or
      5. we are unable to contact you by the telephone number or email address you have provided.
    6. You may terminate your participation in the Service at any time by contacting the Company. Termination, whether by you or by us, shall not affect prior Transactions or (except where required by law) obligations under this Agreement existing at the time of termination. Upon termination, we will retain records of your Transaction history in accordance with regulatory requirements and our retention policies.
  8. INDEMNITY
    1. You shall indemnify, defend and hold harmless the Bank and Company from and against all liabilities, claims, losses and costs, including but not limited to attorneys’ fees, incurred by the Bank, Company or any third party arising out of the breach by the you, or any Authorized Person, of this Agreement.
  9. DISCLAIMER OF LIABILITY; LIMITATION OF LIABILITY
    1. Disclaimer of Liability. In providing the service to you, neither we nor any of our affiliates, holding companies, subsidiaries, employees, officers, directors, agents, service providers or subcontractors, make any express warranties or representations to you with respect to the service or this agreement, and all implied and statutory warranties and representations, including without limitation any warranty of fitness for a particular purpose, merchantability and non-infringement are hereby expressly disclaimed to the maximum extent permitted by applicable law. In no event shall we or any of our affiliates, holding companies, subsidiaries, employees, officers, directors, agents, service providers or subcontractors be liable to you or any third party with respect to the service or this agreement for any indirect, special, consequential, punitive, exemplary or incidental damages, whether based on negligence, willful misconduct, tort, contract or any other theory of law, or for any damages for loss of data, loss of income, failure to realize expected revenues or savings, loss of profits or any economic or pecuniary loss. We further disclaim any and all liability for any goods or services bought or sold by you that are settled through your participation in the service.
    2. Disclaimer of Liability. Neither we nor any of our agents, affiliates, holding companies, subsidiaries, employees, officers, directors, service providers or subcontractors will be liable:
      1. For losses or damages alleged to result from our failure to properly complete a Transaction;
      2. For losses or damages alleged to result from our delay in completing a Transaction;
      3. If, through no fault of ours, you failed to timely deposit sufficient funds with us to make the Transaction, either with respect to the Cleared Funds or otherwise;
      4. If your system or device was not working properly during use of the Service and you knew about the breakdown when it started the Transaction;
      5. For errors made by you or a Recipient, such as making a transfer to an unintended person or transferring an unintended amount;
      6. For errors by or related to your bank or the bank of Recipient, such as the provision of incorrect bank account information;
      7. For losses or damage arising from your misuse or inability to use the Service, whether due to reasons within our control or not;
      8. For losses or damage to you or Recipient from our inability to complete a Transaction because we are prohibited to do so by law or for losses or damage caused as a result of actions taken due to our obligations under applicable law or order; or
      9. Due to circumstances beyond our control that prevent or affect the Transaction, despite reasonable precautions that we have taken.
  10. GENERAL
    1. You accept that foreign exchange markets are subject to volatility and that any Transaction is time critical and therefore time shall be of the essence in respect of any of your obligations.
    2. We, at our sole discretion, may provide you with information on practical aspects of engaging in cross-border, multiple-currency transactions. However, you enter into each Transaction at your own discretion and risk and may not rely on us for advice on the timing or terms of any Transaction nor on the then current state of the foreign exchange or other market conditions or future direction of exchange rate movements.
    3. You agree that we may, at our sole discretion, obtain a credit report on you for the purpose of ascertaining your financial status or similar purposes.
    4. We may amend this Agreement at any time by providing you prior written notice. Such amendment shall be binding from the date of such notice. Any such amendment shall not be retrospective or affect the rights or obligations that may already exist in respect of any then-pending Transaction.
    5. No failure or omission by either of us to carry out our obligations under this Agreement or any Transaction shall give any rise to any claim against us if such failure or omission is due to any abnormal or unforeseeable circumstances beyond the our control (such as acts of God, terrorism, war, government action or natural disaster), the consequences of which would have been unavoidable despite all of our efforts to the contrary. We shall provide you notice if we are unable to fulfill our obligations and shall resume the performance of such obligations as soon as reasonably practicable after the removal of such circumstances.
    6. You agree that nothing in this Agreement shall be deemed a partnership, joint venture or agency relationship between the parties.
    7. You may not assign or otherwise transfer the benefit of any agreement without our written consent.
    8. We may from time to time – by telephone, email or other electronic communication, fax or post – provide you with information relating to other services that either of us can offer. We may also notify you of significant movements in exchange rates, but we are under no obligation to and should not be relied upon to do so.
    9. The Bank may use agents and service providers to assist in providing the Service. The Company administers and manages the Service on behalf of the Bank, including the provision of marketing, customer service and administrative services on behalf of and under the oversight of the Bank.
    10. For purposes of this Agreement, “Business Day” shall mean any day, other than a Saturday, Sunday, federal or New York state holiday, on which the Bank’s offices are open for business.
    11. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be deemed to be modified to the minimum extent necessary to make it valid and enforceable and the rest of this Agreement will not be affected.
    12. This Agreement and any document expressly incorporated into it constitutes the whole agreement between us and supersedes any previous discussions, correspondence, arrangements or understandings between us.
  11. GOVERNING LAW; ARBITRATION
    1. This Agreement is entered into in order to provide the Service, which involves cross-border payment transactions. This Agreement and any claim or controversy arising out of or relating thereto, including any claim in connection with the Service (collectively, a “Claim”) is therefore governed by, and you agree to submit to, the laws of the State of New York, United States and applicable federal law without regard to conflicts or choice of laws principles, whether or not you live in New York.
    2. Arbitration. You hereby consent to arbitration of all claims before a single arbitrator. The arbitrator will be selected and the arbitration conducted pursuant to the commercial arbitration rules of the american arbitration association, as then in effect (or any successor rules). No “class” or similar group arbitration shall be permitted. All arbitration hearings or similar proceedings shall be held in new york, new york, although you may elect telephonic proceedings or waive any hearing. The aaa commercial arbitration rules and consumer arbitration rules are available for review at: https://www.Adr.Org/aaa/faces/rules (click rules, then click commercial arbitration rules and mediation procedures, or consumer arbitration rules, respectively). Any arbitral award shall be final and binding and may be enforced by any court of competent jurisdiction. You understand that, in return for your agreement to this section, we are able to offer you the service at the terms designated, and that your assent to this section is an indispensable consideration to this agreement. You also acknowledge and understand that, with respect to any claim: • You are giving up your right to have a trial by jury; • You are giving up your right to have a court resolve any such dispute; and • You are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any arbitration or lawsuit involving any such dispute. This Section is made pursuant to a transaction involving interstate commerce and will be governed by the Federal Arbitration Act, 9 U.S.C.1-16.
  12. NOTICES TO US
    1. If you have any problems using the Service, you should contact Equals Group Plc at +1 833-295-3757 or enquiries@equals.co. All notices permitted or required under this Agreement shall be delivered via email to enquiries@equals.co or via post to: 3rd Floor, Vintners’ Place, 68 Upper Thames St, London EC4V 3BJ
  13. CONSENT TO TRANSACT IN ELECTRONIC FORMAT
    1. The Service is an electronic commerce relationship. Therefore, by subscribing to the Service, you acknowledge and expressly agree that transmission of Service Communications (as defined below) and any document delivered to you in connection with the Service shall be executed using electronic signatures, as applicable, and delivered in electronic format. Such electronic documents shall suffice to bind the parties thereunder in the same manner as if an original document or signature had been delivered. Unless otherwise required by applicable law, the following categories of information (“Service Communications”) will only be provided by electronic means and not in paper format or through other non-electronic means: (i) this Agreement and the applicable Privacy Policy and any amendments, modifications or supplements to them; (ii) your records of Transactions through the Service; (iii) any initial, periodic or other disclosures or notices provided in connection with the Service, including without limitation those required by federal or state law; (iv) any customer service communications, including without limitation communications with respect to claims of error or unauthorized use of the Service; and (v) any other communication related to the Bank, Company or the Service. Access to electronic disclosures will be provided by way of the internet. Your history of use of the Service is available for viewing online from your account on the Service website. In order to view these disclosures, you will need a hardware device that can access the internet via modem or other form of connection. Your hardware device must run on an appropriate operating system. You m ust be able to access the internet to access our website. Additionally, standard, widely available internet browser software is required to access the disclosures from a personal computer, and to view and download certain documents (including this Agreement) Adobe Acrobat Reader software is required. If you require a printed copy of your Transaction history, you can request this by calling +1 833-295-3757 or emailing enquiries@equals.co. You may obtain these documents in paper form without charge by printing them yourself. You may withdraw your consent to receive all Service Communications and documentation electronically by contacting Equals Group at enquiries@equals.co or via telephone at +1 833-295-3757. If you choose to withdraw your consent, your use of the Service shall be terminated. We recommend you download or print a copy of this Agreement for your records.
  14. PRIVACY
    1. We treat your privacy seriously. We share your information provided in connection with the Service with our agents and service providers to provide you with the Service. Please see the Bank’s Privacy Policy, available here (or at https://www.metropolitanbankny.com/ContentDocumentHandler.ashx?documentId=35081) for comprehensive information concerning our collection, use and disclosure of your information. In addition, if you become aware of any breach in the confidentiality or security of the data relating to you use of the Services, you must provide prompt written notice to the Bank and the Company.
By using the Equals Spend card you agree with the terms and conditions of the cardholder agreement and fee schedule. The Equals Spend Prepaid Mastercard is issued by Metropolitan Commercial Bank (Member FDIC) pursuant to a license from Mastercard International. “Metropolitan Commercial Bank” and “Metropolitan” are registered trademarks of Metropolitan Commercial Bank ©2014. For customer service call Equals at +1 833-295-3757