July 13, 2022
These Authorized User Terms ("Terms") are a binding agreement between You and FunnelDash Inc. d/b/a (“dash.fi”)("Cardholder") that govern your access to and use of the Services (as defined below). Cardholder is the owner of the Card (as defined below) and the only party entitled to any cardholder benefits or legal recourse with respect to the Card. You are an authorized user of the Cardholder. Cards are not issued to you; instead, Cards are issued to the Cardholder by the Issuer (as defined below). You have access to the Services only to the extent authorized by, and for the sole benefit of, the Cardholder. All rights and obligations with respect to any Service Provider apply only to the Cardholder, and any such Service Providers have no direct obligations to you. THESE TERMS REQUIRE ALLDISPUTES TO BE RESOLVED BY WAY OF BINDING INDIVIDUAL ARBITRATION, AS OUTLINEDIN SECTION 7.
a. "Administrator" means the person appointed by the Cardholder to manage the Cardholder’s use of the Services, including managing how you may use your Card.
b. “Company” means the company holding a dash.fi Account that has or is applying to have Cards issued
c. “dash.fi Account” means the account and records, maintained by the Cardholder
d. “Debt” means any indebtedness that is owed by you and/or in connection with your dash.fi Account
e. “Card” means a payment card issued by the Issuer.
f. "Card Network" means the payment card network operated by Mastercard.
g. “Charges” means the payment for a Transaction using a Card over the Card Network
h. “Card Parties” means Cardholder, Issuer, any Service Provider, and any affiliates, employees, contractors, officers, and directors of any of the foregoing.
i. "Issuer" means Patriot Bank, N.A. or such other bank partners that Cardholder may determine, that is responsible for issuing the Card.
j. "Services" means the services Cardholder provides to you, including any use of Cards.
k. “Service Provider” means any companies Cardholder contracts with to offer the Services, directly or indirectly.
l. "User" means a person authorized by the Cardholder to access and use the Services on the Cardholder behalf.“You” and “your” refer to the person authorized by the Cardholder to receive and use a Card or otherwise use the Services (including Users and Administrators, as applicable) that is party to these Terms
You must complete an application and be approved for or have opened a dash.fi Account, and maintain it in good standing, prior to requesting Cards. You are solely responsible for any actions Users take on your behalf and must immediately notify dash.fi if a User has been removed. Only Users authorized by You may initiate Charges on issued Cards.
You authorize the Card Parties (partners) to investigate the Company, You and principals when opening or reviewing the dash.fi Account. The dash.fi Account may be subject to annual or more frequent review, and we and our partners may reinvestigate and reevaluate the dash.fi Account at any time and require additional information (including additional financial information) or otherwise verify your current credit standing. You will promptly provide us all information we or our partners’ request. We and our partners may exchange information with business credit reporting agencies or other financial service providers the Company may use when evaluating the dash.fi Account.
You may use the Services only to the extent that you are authorized to do so by the Cardholder. Cardholder may limit or terminate your access at any time, without notice. You agree not to circumvent or attempt to circumvent the security of the Services for any purpose, including to use any Services for which you are not authorized. You agree to use the Services in a lawful manner, in compliance with all laws, rules, and regulations that apply to your use of the Services. You cannot use your Card until it is activated by the Cardholder or Administrator, as applicable. Cardholder may cancel, revoke ,or restrict the use of your Card at any time and for any reason. The Card Parties, Card Network, or other providers (including merchant acquirers) may deny or reverse Charges for any reason. Cardholder is not liable for any losses, damages, or harm caused by any Charges that are denied or reversed.
The Card Parties may impose spending or other limits on your use of the Card and Services. The Cardholder (or Administrator, if applicable) will inform you of any such limits that may apply.
If applicable, all associated fees and penalties are disclosed to you on the dash.fi Website before you open the dash.fi Account and may be adjusted from time to time without notice. Fees and penalties may include an annual fee, initiation fee, periodic fees, foreign transaction fees, penalties for misuse, and penalties for late or failed payments. You may also incur fees for Card issuance or replacement, or maintenance of the dash.fi Account.
You promise to pay the Debt as and when payment is due in accordance with these Terms and the dash.fi Terms of Service. This includes all Charges made by You and your Users, that have been given access to Cards, regardless of whether a Card is physically presented for a Charge. You shall pay to us all Debt, no matter how it is incurred, for what it is incurred (even if incurred for a purpose not permitted under these Terms), or who has incurred it. You further promise to pay all fees or penalties incurred through use of Cards for such Charges.
We can declare the Debt immediately due and payable (such accelerated debt, “Due Debt,” and such declaration, a “Due Debt Event”) on demand where you: (a) fail to pay the full amount owed under a Periodic Statement when it becomes due; (b) breach or threaten to breach these Terms; (c) provide any false or misleading information or fail to maintain information as current while these Terms are in effect; (d) you are in default under, or threaten to breach, any other agreement with us; (e) you do or we believe you may cease to exist, take any action to dissolve or wind up your affairs, engage in voluntary or involuntary bankruptcy filings or such case is filed by or against you, or a receiver or trustee for the benefit of creditors is appointed for you, or you or we close the dash.fi Account.
In the event of the occurrence of any Due Debt Event you agree that in our sole discretion we may at any time (and without any prior notice to you), use any other funds held by us on your behalf which may have been earmarked or otherwise used to pay third parties including advertisers and Facebook) in order to pay and settle such Due Debt with us. You agree that we shall have first priority (and an accompanying lien and first priority security interest) with respect to any Due Debt, and that we shall have no obligation or liability in connection with exercising any of our rights hereunder with respect to such Due Debt, including, without limitation (i) the failure of an advertiser or other third-party to be paid for their products and services (i.e. due to the use of funds to first pay and settle the Due Debt owed to us), (ii) the suspension, termination of closure of your account(s) with any third parties, and (iii) any actions taken by any third parties against you, us or any other party with respect to any such payment failure(s) which may have resulted due to the application of funds to the payment and settlement of the Due Debt to us. Furthermore, you agree to take all actions reasonably requested by us in order to give full legal effect to our rights set forth in this Section 4.1.
All Charges, fees, and penalties incurred on the Company Account will be reflected in your Periodic Statement and made available to you through your dash.fi Account. You will pay all amounts in the Periodic Statement as directed through your dash.fi Account or as otherwise directed by dash.fi. You will pay all amounts owed in USD.
You agree to indemnify the Card Parties and hold them harmless from and against any losses, liabilities, damages, claims, costs or expenses (including reasonable attorneys' fees) arising out of or relating to claims, proceedings, suits, or actions brought by or initiated against the Card Parties or any of the other indemnitees specified above by any third party due to your use of the Card or violation of law, fraud, gross negligence, or willful misconduct. Cardholder may defend any claim subject to indemnification hereunder, using counsel of its choice, and you will pay or promptly reimburse Cardholder for the reasonable fees of such counsel and all related costs and reasonable expenses.
You and the Card Parties agree to arbitrate any and all claims or disputes arising from your attempted or actual use of the Services (“Dispute”) (including any disputes with Service Providers) before a neutral arbitrator who has the power to award the same damages and relief that a court can.
ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, REPRESENTATIVE ACTIONS AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST ANY CARD PARTIES.
If any section of these arbitration provisions is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).
ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE.
Your agreement to arbitrate and these related terms are made pursuant to a transaction involving interstate commerce and are governed by the Federal Arbitration Act and not any state arbitration law.
Any action or proceeding by you relating to any Dispute must commence within 90 days after the cause of action accrues.
All disputes shall be FINALLY and EXCLUSIVELY resolved by binding individual arbitration conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules in your state of residence at a location that is reasonably convenient for both parties. For a copy of the procedures, to file a claim or for other information about the AAA, contact: AAA, 335 Madison Avenue, New York, NY 10017 or at www.adr.org.
If you are a consumer bringing a claim relating to personal, household, or family use, any arbitration hearing will occur within the county where you reside. Otherwise, any arbitration hearing will occur in New York County, New York, or another mutually agreeable location.
Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures may be SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrators’ decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
All determinations as to the scope, interpretation, enforceability, and validity of these Terms shall be made final exclusively by the arbitrator, which award shall be binding and final. Judgment on the arbitration award may be entered in any court having jurisdiction.
IF YOU DO NOT AGREE TO THE TERMS OF THESE ARBITRATION PROVISIONS, DO NOT ACTIVATE OR USE THE CARD, OR IF IT HAS ALREADY BEEN ACTIVATED, CANCEL IT. YOU MAY CANCEL THE CARD BY CONTACTING CUSTOMER SERVICE AT email@example.com.
These Terms are governed by the law of Connecticut, except to the extent governed by federal law.
The invalidity or unenforceability of any of the provisions of these Terms, or the invalidity or unenforceability of the application thereof to any individual, entity, or circumstance, shall not affect the application of such provisions to individuals, entities, or circumstances other than those as to which they are held invalid or unenforceable, and shall not affect the validity or enforceability of any other provisions of these Terms.
These Terms (including any additional terms incorporated by reference herein) constitute the entire understanding between you and Cardholder regarding the subject matter of these Terms, and no other agreements, representations, or warranties other than those provided in these Terms will be binding unless in writing and signed by you and Cardholder.
You may not modify these Terms without Cardholder’s prior consent. Cardholder may modify these Terms with notice at any time Cardholder deems to be reasonable in the circumstances and in accordance with the terms of any Service Provider agreement with Cardholder. If you do not accept any such modification, you must stop using the Services (including any Card). If you continue to use the Services, you will be deemed to have consented to the modifications of these Terms.
Cardholder may assign or transfer these Terms without your consent. You may not assign or transfer any part of these Terms without Cardholder’s prior written consent.
THE SERVICES ARE PROVIDED TO YOU AS IS AND AS AVAILABLE. THE CARD PARTIES DISCLAIM ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, AND YOU ACKNOWLEDGE THAT NO PERSONNEL OF THE CARD PARTIES ARE AUTHORIZED TO PROVIDE ANY SUCH WARRANTY.
THE CARD PARTIES ARE NOT LIABLE TO YOU FOR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR TO THE SERVICES OR CARDS. YOU ACKNOWLEDGE THAT THE CARD PARTIES PROVIDE SERVICES (INCLUDING CARDS) SOLELY TO AND FOR THE BENEFIT OF THE CARDHOLDER, AND THAT THE CARD PARTIES SHALL HAVE NO LIABILITY TO YOU WHATSOEVER IN CONNECTION WITH ANY BREACH, FAILURE OR OTHER PROBLEM OR ISSUE WITH RESPECT TO THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF THE CARD PARTIES TO YOU IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY CARDHOLDER IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY OR (B) $10.
If you have questions about the operation of the Services or the use of your Card, contact Cardholder or your Administrator using the contact information provided by Cardholder.