These Rho Terms of Service (the “Agreement”) govern your access to and use of any website or mobile application (collectively, the “Platform”) and the Rho Services offered by or through Under Technologies, Inc., dba Rho Technologies (“Rho”, “we”, “our” or “us”).
Please read the Agreement carefully before accessing or using the Rho Services. By accessing or using our Platform or any of the Rho Services, you agree to be bound by this Agreement, including the Arbitration Provision and Class Action Waiver, even if you do not obtain any product or any other Rho Service from us. If you do not agree with the terms of this Agreement, please exit the Platform and do not access or use the Rho Services. By accepting this Agreement, you also acknowledge our Rho Privacy Policy as well as the Privacy Policies of various third parties that provide the Rho Services, including those of the Sponsor Bank (defined below). Capitalized terms in the Agreement are defined in the glossary at the end of the Agreement.
Rho is a financial technology company and not a bank. Rho provides you with access to products and services provided by third parties, including FDIC-insured banks that offer Rho-branded banking products and services. At this time, the Rho Services are available from Webster Bank, N.A., an FDIC-insured national bank (“Webster”, also referred to as our “Sponsor Bank”), with respect to deposit and certain credit products. Deposits are held by Webster and are eligible for deposit insurance by the FDIC through Webster up to the current limit of $250,000 per institution, per account type. The Rho Services are also integrated with other third-party service providers who may provide other products and services to you ( “Third-Party Service Providers”).
By opening a deposit account with a Sponsor Bank through the Rho Services, you also agree to the Deposit Account Agreement with Webster Bank for the Rho Deposit Account Program (the “Webster Agreement”).
In addition to your agreement to these Terms, you acknowledge and agree to the Wise US Inc. Customer Agreement with respect to your use of any international payment originations and foreign currency conversion services offered through the Rho Platform.
Specific products and services will be governed by the terms of specific addenda to this Agreement. All addenda attached hereto are hereby incorporated by reference and expressly made a part of this Agreement as fully as though set forth herein.
A Rho Account provides you access to the Rho Services. To help the government fight the funding of terrorism and money laundering activities, federal law requires financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: when you open a new account with Rho or a Sponsor Bank, you will be asked by Rho in connection with the Rho Services and/or its role as a program manager on behalf of a Sponsor Bank, for your control party’s name, address, date of birth, and other information that will allow us to identify you and control parties, including copies of driver’s licenses or other identifying documentation. We may also seek to obtain, verify, and record the same information for each person authorized to act as an Admin User or User of your Rho Account or any Rho Service.
PLEASE READ CAREFULLY. BY OPTING TO ACCEPT THIS AGREEMENT OR BY USING THE RHO SERVICES YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND YOU AGREE TO BE BOUND BY THIS AGREEMENT, AND THE WEBSTER AGREEMENT. YOU ALSO ACKNOWLEDGE THE RHO PRIVACY POLICY AND PRIVACY POLICIES OF OUR SPONSOR BANK AND THIRD-PARTY SERVICE PROVIDERS.
IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THIS AGREEMENT OR THE WEBSTER AGREEMENT, OR ACKNOWLEDGE THE RHO PRIVACY POLICY OR THE PRIVACY POLICIES OF OUR SPONSOR BANK AND THIRD-PARTY SERVICE PROVIDERS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE RHO SERVICES. YOUR USE OF THE RHO SERVICES AND RHO’S PROVISION OF THE RHO SERVICES TO YOU CONSTITUTE AN AGREEMENT BY BOTH YOU AND RHO TO BE BOUND BY THIS AGREEMENT.
EXCEPT FOR CERTAIN KINDS OF DISPUTES DESCRIBED IN THE “ARBITRATION PROVISION AND CLASS ACTION WAIVER” SECTION BELOW, YOU AGREE THAT DISPUTES ARISING UNDER THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, AND BY ACCEPTING THIS AGREEMENT, YOU AND RHO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT. YOUR RIGHTS WILL BE DETERMINED BY A SINGLE ARBITRATOR AND NOT A JUDGE OR JURY.
Products and services offered by Rho, our Sponsor Bank and any other Third-Party Service Provider are exclusively provided to you electronically and these terms govern the condition of your acceptance of each agreement accessible through the Platform relating to the Rho Services. If you cannot agree to these terms for electronic communications, you cannot use or access the Rho Services.
3.1 Electronic Signature. By accepting this Agreement on behalf of your Company, your control persons and each authorized User, your Company is adopting an electronic signature, and the Company consents and agrees that:
3.2 Applicability of Consent. Your consent applies to acceptance of the Agreement and each addendum hereto, as well as to all required disclosures and notices as well as all future communications to you at any time, and to other communications Rho, our Sponsor Bank and any Third-Party Service Provider provides to you electronically. All communications provided electronically will be deemed to be “in writing.”
3.3 Hardware and software requirements. In order to access and retain electronic communications, you will need the following computer hardware and software:
3.4 Notice of Changes. Rho will notify you if there are any material changes to the hardware or software needed to receive electronic communications from Rho, our Sponsor Bank and any Third-Party Service Provider. By giving your electronic consent below you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any communications or its records. You should print or save a copy of these communications for your records in case they are not accessible online at a later date.
3.5 Federal Law. You acknowledge and agree that your consent is being provided in connection with a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act (the “Act”), and that Rho, our Sponsor Bank and any Third-Party Service Provider intend that the Act applies to the fullest extent possible to validate our ability to conduct business and communicate with you by electronic means.
Rho will provide the Rho Services to you for the term of this Agreement subject to the payment of applicable fees and compliance with the terms of this Agreement. As part of the Rho Services, Rho hereby grants to you a non-exclusive, non-transferable, non-assignable right to use the Rho Services, as per the terms of this Agreement. You acknowledge that the Rho Services are cloud-based hosted services and no copies of the Rho Services or Rho System will be delivered to you. The Rho Services shall be used by you solely for your own business purposes and not for personal, family or household purposes and Rho does not convey any right, title or interest in the Rho Services or Rho System to you. Your right to use the Rho Services shall terminate upon any termination of this Agreement or any termination or suspension of the Rho Services to you or to all Users.
The Rho System, including its source and object codes, documentation (including all descriptive material concerning the functions and technical specifications of the Rho System, user manuals, technical manuals, and other materials issued to you), appearance, structure and organization, is a proprietary product of Rho and is protected by copyright and other laws. Title to the Rho System, and any copy, update, modification or merged portion thereof, shall at all times remain with Rho. You acknowledge that Rho expressly reserves the entire right, title and interest in and to the Rho System, and retains the exclusive right to reproduce, publish, sell, modify, distribute, prepare derivative programs of, and license to other licensees, the Rho System. You shall not decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code or utilize any expression of the Rho System in other than object code form. You shall not alter or otherwise modify the Rho System. You shall not remove any trademarks, proprietary legends, or copyright notices from the Rho System, or reproduce, publish, sell, modify, distribute, prepare derivative programs of, or sublicense the Rho System in any manner. Nothing in this Agreement shall confer or grant to you any Intellectual Property Rights in the Rho Services or Rho System.
As long as you are not in breach of this Agreement, and you are granted access to become a client, you shall be granted and have access to a unique and private Rho Account accessible through the Platform. The Rho Account shall provide you a record of your Transactions under the Rho Services, including any fees. Rho shall provide you with access codes for the Rho Account. You agree to not disclose such codes or permit any third party to use them. Disclosure of such codes or any other unauthorized activity involving your Rho Account may result in a loss of access to your Rho Account or having your Rho Account temporarily suspended or permanently closed. You agree that we can rely on any request or transaction initiated through such codes without the need for further confirmation. You assume full responsibility for the use of your Rho Account by any User. Each individual who is granted access for Rho Account shall gain exclusive access as a User to Rho Services. No more than one individual shall gain access to a User account at any given time. From time to time, you will be invited to enter certain preferences and specifications within the Rho Account that will apply to the Rho Services; you assume exclusive responsibility for such selections even if they contain errors by you, or result in losses to you. Any additional terms and conditions posted to the Platform with respect to the Rho Account or specific Rho Services preferences selected by you are incorporated herein by reference.
An Admin User may be granted administrative rights in your Rho Account, including the right to allow more than one individual User from your organization to access your Rho Account. Where there is more than one User in your Rho Account, you are responsible for all acts and omissions of each individual User. You warrant and guarantee that each User shall comply with the terms of this Agreement. Each reference to you in this Agreement shall refer to both you and each of your Users. You warrant to us that each User you authorize to access to your Rho Account will comply with the terms of this Agreement. You further agree that you are responsible for all acts, authorizations and omissions of each individual User, or any person using their credentials to access your Rho Account. You acknowledge that limitations on such access can only be controlled by you and an Admin User, not Rho.
Except as required to deliver the Rho Services or as otherwise required by law, Rho shall not grant any third party access to your Rho Account. You shall notify Rho by email to clientservice@rho.co immediately in the event of any loss or disclosure, whether voluntary or otherwise, of any Rho Account password or access code to a third party. This notification must be made to Rho by the means outlined below and confirmed receipt by Rho. Rho may interrupt or refuse all access and any orders made using this password within one (1) business day following the receipt of the notification.
You agree that Rho will not have any responsibility to verify any transaction in your Rho Account initiated by any User, and you may be liable for any loss, damage or expense arising from access to a Rho Account by any User of your Rho Account, including anyone else using credentials to access your Rho Account, whether authorized or not. You hereby agree to indemnify and keep Rho harmless against all actions, claims or demands arising from actions in your Rho Account by you, an Admin User or any other User, including anyone else using their credentials to access your Rho Account.
Rho shall use commercially reasonable efforts to ensure smooth operation of the Rho Services for the duration of this Agreement. Rho shall not, however, have any liability whatsoever to you in the event of any failure or bugs in the Rho Services, or interruptions of the Rho Services. When made aware either by you or otherwise, of any error, anomaly, malfunction or bug, Rho shall respond in the manner it determines to be appropriate, in its sole discretion.
If required, you agree that you will promptly install any and all upgrades, bug fixes and other improvements to the Platform, such as they may be from time to time.
During the term of the Agreement, Rho may maintain, update or replace the Rho Services and the Platform in such a manner as it determines to be appropriate. Rho may, but has no duty to, provide new Rho Service versions for you to correct errors, improve, develop or adapt the existing version and adding new functions and features.
Rho does not have the obligation to provide any specific developments or error corrections in the Rho Services or any such future developments or corrections separately, even if specific developments are provided and used in connection with specific Rho Services. Rho reserves the right to modify any Rho Service at its sole discretion.
YOU HEREBY AUTHORIZE RHO, DIRECTLY OR THROUGH OUR SPONSORS BANKS OR OTHER THIRD-PARTY SERVICE PROVIDERS, TO MAKE ANY INQUIRIES AND CONDUCT ANY INVESTIGATION TO VERIFY YOUR IDENTITY.
The Rho Services require certain information concerning your Company and your control persons, including but not limited to names, addresses, phone numbers, email addresses, Bank Account information and other account information for accounts held by you with third parties. You represent that any information you provide to Rho shall be complete and accurate and you shall promptly correct any errors or update the information you provide to Rho.
You hereby consent to and grant to Rho the right to collect, store, use and disclose your Data for the purpose of providing the Rho Services and in connection with its role as a program manager on behalf of a Sponsor Bank that you use for banking services, or wish to use for banking services, as well as any other Third-Party Service Provider. You hereby authorize Rho to share your Data with our Sponsor Bank and other Third-Party Service Providers in furtherance of our program or other agreements with our Sponsor Bank and Third-Party Service Providers. To the extent that your Data includes data concerning third parties, you represent that you have obtained the necessary consents for Rho to collect, store, use and disclose such data hereunder from the relevant data subjects. Your Data collected, used, stored and disclosed by Rho is subject to the Rho Privacy Policy. You hereby consent for Rho to obtain from and share with the Sponsor Bank and each other Third-Party Service Provider whose services are made available through your Rho Account, information concerning you and transactions accessed and used through the Platform in order that such Data can be used by Rho to assist in providing the Rho Services to you. Where required by law, we will disclose your Data to law enforcement agencies.
Rho reserves the right to collect, store, use and disclose your Data as required by applicable law.
In order to use or access the Rho Services, you may be required to direct us to retrieve your information maintained online by third party financial institutions with which you have customer relationships, maintain accounts or engage in financial transactions (“Account Information”). We will then connect directly with your online financial service providers to access this Account Information. We may also work with one or more third-party financial service technology providers to access and retrieve your Account Information.
We cannot always foresee or anticipate technical or other difficulties, which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. We cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, Account Information may be stale as of the time viewed, which reflects the fact that time may have passed between the time the information is downloaded from the third-party financial institution and the time such information is viewed by you. Such information may be more up to date when obtained directly from the relevant sites.
By submitting information, data, passwords, usernames, PINs, other login information, materials and other content through the Sites (“User Content”), you are licensing the User Content to us solely for the purpose of providing the Rho Services. We may use and store the User Content. By submitting User Content to us, you represent that you are entitled to submit it to us for use for this purpose, without any other limitations or obligation by us to pay any fees.
You authorize us to use Account Information that you provide us, including usernames and passwords, to log into the third-party site(s) that maintains your Account Information. You hereby authorize and permit us to use and store such information to accomplish the foregoing and to configure the services so that they are compatible with the third-party sites that maintain your Account Information. You grant Rho (or, in connection with the Prime Services (as defined in Addendum D), RBB Treasury LLC) limited power of attorney, and appoint Rho (or, in connection with the Prime Services (as defined in Addendum D), RBB Treasury LLC) as your attorney-in-fact and agent, to access third party sites and retrieve and use your information with the full power and authority to do and perform each thing necessary as you could do in person, but solely in connection with providing the Account Information to you as part of the Rho Services and/or Prime Services, as applicable.
YOU ACKNOWLEDGE AND AGREE THAT WHEN WE ARE ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD-PARTY PLATFORMS, WE ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY.
Notwithstanding anything in this Agreement, we shall have no authority to take or have possession of any assets in the accounts maintained by such third parties or to direct delivery of any securities or payment of any funds held in such account to itself or to direct any disposition of such securities or funds. You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. While our services may be sponsored or endorsed by the third parties with whom your Account Information is held from time to time, you should not assume that the Rho Services are sponsored or endorsed by any third parties with whom your Account Information is held.
You acknowledge that in contributing User Content or using the Rho Services to send electronic communications, you will be causing communications to be sent through our computer networks, portions of which are located in various states and localities in the United States and portions of which may be located abroad. As a result, and also as a result of Rho network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate or cross-border communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to the Agreement, you acknowledge that the contribution of User Content and use of the Rho Services results in interstate data transmissions.
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or any country in which you originate the transmission.
You shall use commercially reasonable efforts to secure your Data in your possession or under your control. You assume exclusive responsibility for ensuring the security of your Device and the Data on it. You agree to use a password or other security device(s) to lock your Device. You shall immediately notify Rho of any actual or suspected breaches in the security of your devices or any Data, whether in your Devices or otherwise. Rho is not liable for the operation or failure of your Devices or those of any third party, including but not limited to processors, hosting services, internet service providers, Sponsor Bank and other Third-Party Service Providers. You will not operate your Device in a manner that does not meet the applicable security requirements of our Sponsor Bank and Third-Party Service Providers.
It is forbidden for you to use the Rho Services to, directly or indirectly, knowingly or unknowingly assist in any Prohibited Activity (defined below) or any illegal activity.
You agree that the Rho Services may not be used for individual consumer use. You agree and understand that you must be a business, charitable organization or not-for-profit organization to be party to this Agreement and access to the Rho Services.
Rho Services are only available to businesses based in the United States of America.
The following Persons are prohibited from using the Rho Services: (i) Persons who appear on the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN) or else subject to sanctions enforced by OFAC or any government authority including the United Nations, the European Union, the State Secretariat for Economic Affairs of Switzerland, or the Swiss Directorate of International Law, H.M. Treasury of the United Kingdom, the Hong Kong Monetary Authority, or the Monetary Authority of Singapore; (ii) authorized Users who are natural Persons who are less than 18 years of age or the age of majority in the state in which your business is located; (iii) Persons, or their Affiliates who have procured any services from Rho and have been terminated for cause by Rho; and (iv) individual consumers.
13.1. General
You agree to use the Rho Services only for good faith Transactions and not for Transactions on behalf of third parties. You agree to review Transactions on the Platform and promptly notify Rho of any irregularities or actual or suspected unauthorized activity. You shall provide Rho and, where applicable, the Sponsor Bank, with all of your Data that is necessary for Rho to carry out a Transaction. Rho does not have the ability to undo Transactions. Depending on the availability of such services from the Sponsor Bank, Transactions may include, for example, the transfer of Data from you to the Sponsor Bank to initiate an outgoing electronic funds transfer payment or a wire transfer, either from your Bank Account or other account held by you with the Sponsor Bank pursuant to your applicable agreement with such Sponsor Bank.
You hereby grant Rho permission to not deliver Transaction Data to a Sponsor Bank where such Data may result, as determined by Rho or the Sponsor Bank, each in its sole discretion, in a payment transaction for which your Bank Account or other account held by you with the Sponsor Bank contains insufficient funds. Rho offers no guarantee as to the financial results of any Transaction, all of which are the sole and exclusive responsibility of the Sponsor Bank.
Rho makes no representation or warranty as to the accuracy or completeness of any Transaction or other Data, where the input is your responsibility. Rho is under no affirmative obligation to monitor the content of Data to, for example, detect fraud by you, our Sponsor Bank or other Third-Party Service Providers. While certain specific Transaction types are discussed below, there may be other forms of Transactions available from time to time.
13.2. Account Aggregation Disclosure
Your use of the automated bank account feeds (“Account Aggregation Services”) in connection with opening your Sponsor Bank Account is subject to the following terms.
Provide Accurate Information. You agree to provide true, accurate, current and complete information about yourself and your accounts maintained at other websites, including financial institutions. You agree to not misrepresent your identity or any account information. You represent that you have all the rights to provide such information and license the Content, as defined below. You agree to keep your account information up to date.
License. You are licensing to Rho and its Sponsor Bank and Third-Party Service Providers any information, data, passwords, materials or other content (collectively, “Content”) you provide through the Account Aggregation Services. You license the Content to Rho and its Sponsor Bank and Third-Party Service Providers to access, use and store the Content. Rho and its Sponsor Bank and Third-Party Service Providers may use, display, distribute and reproduce the information obtained via the Account Aggregation Services exclusively for the purposes of delivering the Rho Services and Sponsor Bank’s banking services to you. You may revoke this license at any time by emailing us at clientservice@rho.co.
Third-Party Accounts. By using the Account Aggregation Services, you authorize Rho and its Sponsor Bank and Third-Party Service Providers to access third-party sites designated by you, on your behalf, to retrieve information requested by you, and to register for accounts or request loans. For all purposes hereof, you grant Rho and its Sponsor Bank and Third-Party Service Providers a limited power of attorney, and you hereby appoint Rho and its Sponsor Bank and Third-Party Service Providers as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, access third-party internet sites, servers or documents, retrieve information, and use your information exclusively for the purposes of delivering the Rho Services and the Sponsor Bank’s banking services to you. You understand that Rho and its Sponsor Bank and Third-Party Service Providers may access your third-party accounts any time and obtain access to the information in such third-party accounts at any time while you have a Rho Account.
13.3. Limitations
In order to reduce the risk of Rho Services being used for money laundering, the financing of terrorism or other Prohibited Activity or otherwise in breach hereof and to limit Rho and Third-Party Service Providers’ exposure to excessive security, financial or reputational risk, Rho reserves the right to impose limits on Transactions and other elements of the Rho Services at its sole discretion and where in compliance with applicable law, without prior notice. Our Sponsor Bank may separately reserve such rights to impose limits on your accounts held directly with any Sponsor Bank pursuant to the terms of your deposit account or other agreement with such Sponsor Bank.
13.4. Errors
In the event of an error in a Transaction, you shall immediately notify Rho of the error via email at clientservice@rho.co. Rho uses commercially reasonable efforts to investigate the error, but makes no representation as to its ability to correct the error. You shall provide Rho with any information necessary to investigate an error in a Transaction. Transactions will often result in payments from your Bank Account or in respect of other accounts with financial institutions; the availability of error correction or resolution could vary from one financial institution to another. Some payment transactions, such as wire transfers may be irreversible, so you agree to exercise extreme caution when initiating any Transaction.
Rho is not a party to any of your Relationships, that give rise to Transactions or your other use of the Rho Services. You are solely responsible for any Transactions placed through the use of the Rho Services or other use of the Rho Services. Rho shall not be liable for any errors caused by you or interruptions of any hosting company computer systems or communication lines. Where your Relationship or a Transaction relates to the purchase or sale of Product, Rho has no liability with respect to Product or any third-party supplier thereof.
The Rho Services are available to you subject to your payment of any fees. Fees for the Rho Services (“Services Fees”) are disclosed on the Platform, which disclosure is incorporated herein by reference. Rho may make promotional Services Fee offers that will not necessarily apply to you. Services Fees vary depending on the Rho Service you select. You shall pay Services Fees and other amounts owing to Rho no later than fifteen (15) days of the date of the invoice which Rho provides to you. All fees and costs are deemed earned when paid and are non-refundable. In the event that you do not pay the sums owed to Rho by the agreed upon date, Rho reserves the right to suspend or terminate the Rho Services.
Fees are exclusive of all taxes, levies or duties imposed by any national, federal, state or local taxing authorities. You shall be solely responsible for payment of all such taxes. Should Rho be required to pay any such taxes, you shall reimburse Rho for all tax payments in full, within thirty (30) days of receipt of an invoice therefore. Sponsor Bank and other Third-Party Service Providers may charge their own fees for their services; unless otherwise indicated on the Platform, fees hereunder do not include amounts you may owe the Sponsor Bank or other Third-Party Service Providers under your respective agreements with them.
Fees for the Rho Services shall be paid as per the payment methods that are acceptable to Rho and integrated with the Rho Account. You grant Rho the right to debit via ACH the amount of the fees, plus other amounts due under this Agreement from your Bank Account(s) as per the ACH Consent (set out below). You agree to maintain sufficient funds in your Bank Account to cover the ACH transactions hereunder. The following is the “ACH Consent”:
You request to effect settlement of credits and debits from your Bank Account(s) by means of ACH and/or wire transfer in conjunction with the Rho Services. In accordance with your request, you authorize Rho and/or its affiliates to initiate debit and credit entries to your Bank Account (the details of which are provided by you through the Rho Account or by other means acceptable to Rho). You agree to maintain sufficient funds in your Bank Account to cover your requested debit transactions. You confirm that you have the authority to agree to such transactions and that your Bank Account indicated is a valid and legitimate account for the handling of these transactions. This authority is to remain in effect until Rho receives written notice from you revoking it. This authorization is for the payment of fees or any other sums owed to Rho. You certify that the appropriate authorizations are in place to allow you to authorize this method of settlement. All changes to the identification of your Bank Account under this authorization must be made in writing in accordance with the Agreement. You understand that if the information supplied as to the ABA routing number and account number of your Bank Account is incorrect, and funds could be incorrectly deposited, Rho will attempt to assist you in the recovery of such funds but has no liability as to restitution of the same. Rho’s assistance in recovering the funds, where available, will be billed to you at Rho’s current hourly rate for such work. You acknowledge that the origination of ACH transactions to your Bank Account must comply with the provisions of U.S. law.
You absolutely, unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, the full and punctual payment and performance of all present and future obligations, liabilities, covenants and agreements required to be observed and performed or paid or reimbursed by you or any of your subsidiaries or any parent entity that, directly or indirectly, owns you (for purposes of this Section 17 (Cross Guaranty), each an “Affiliate”), with respect to any obligation under or relating to this Agreement any addendum hereto; this guarantee also shall apply to any agreement entered into by Rho, or any of our affiliates, on one hand, and you or any Affiliate, on the other hand (any such agreement, an “Affiliate Agreement”), and the Rho Services including, but not limited to, all obligations related to your or any Affiliate’s use of the Platform and the Rho Services, any Rho Account, Treasury Management Account or Credit Account, Transactions initiated by you, a User or any Affiliate and Charges arising therefrom, all indemnity or reimbursement obligations arising from your or any Affiliate’s use of the Rho Services, and all fees, penalties or similar amounts payable from time to time hereunder or under any Affiliate Agreement, plus all costs, expenses and fees (including the reasonable and documented fees and expenses of Rho’s counsel) in any way relating to the enforcement or protection of Rho’s rights thereunder and hereunder (collectively, the “Guaranteed Obligations”).
You agree that your obligations under the guarantee provided for in this section (this “Affiliate Guaranty”) are irrevocable, continuing, absolute and unconditional and shall not be discharged or impaired or otherwise affected by, and you hereby irrevocably waive any defenses to enforcement you may have (now or in the future) by reason of: (a) any illegality, invalidity or unenforceability of any Guaranteed Obligation, this Agreement, any Affiliate Agreement or any related agreement or instrument, or any law, regulation, decree or order of any jurisdiction or any other event affecting any term of the Guaranteed Obligations; (b) any change in the time, place or manner of payment or performance of, or in any other term of the Guaranteed Obligations, or any rescission, waiver, release, assignment, amendment or other modification of this Agreement or any Affiliate Agreement; (c) any taking, exchange, substitution, release, impairment, amendment, waiver, modification or non-perfection of any collateral or any other guaranty for the Guaranteed Obligations, or any manner of sale, disposition or application of proceeds of any collateral or other assets to all or part of the Guaranteed Obligations; (d) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; (e) any change, restructuring or termination of the corporate structure, ownership or existence of you or any Affiliate or any insolvency, bankruptcy, reorganization or other similar proceeding affecting you, any Affiliate or your or such Affiliate’s assets or any resulting restructuring, release or discharge of any Guaranteed Obligations; (f) any failure of us to disclose to you any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Affiliate now or hereafter known to us, you are waiving any duty of Rho to disclose such information; (g) any failure of any other guarantor or third party to execute or deliver any other guaranty or agreement with respect to the Guaranteed Obligations, (h) any failure of Rho to assert any claim or demand or to exercise or enforce any right or remedy under the provisions hereof, of any Affiliate Agreement or otherwise; (i) the existence of any claim, set-off, counterclaim, recoupment or other rights that you or any Affiliate may have against Rho (other than a defense of payment or performance); or (j) any other circumstance (including, without limitation, any statute of limitations), act, omission or manner of administering this Agreement or any Affiliate Agreement or any existence of or reliance on any representation by Rho that might vary the risk of you or otherwise operate as a defense available to, or a legal or equitable discharge of, you.
You further acknowledge and agree as follows: (a) this Affiliate Guaranty is a guaranty of payment and performance and not of collection; (b) Rho is not obligated to enforce or exhaust our remedies against any Affiliate under any Affiliate Agreement before proceeding to enforce this Affiliate Guaranty; (c) this Affiliate Guaranty is a direct guaranty and independent of the obligations of any Affiliate under any Affiliate Agreement; (d) Rho may resort to you for payment and performance of the Guaranteed Obligations whether or not Rho has resorted to any collateral therefor or proceeded against any Affiliate or any other guarantor with respect to the Guaranteed Obligations, (e) Rho may, at Rho’s option, proceed against you and any Affiliate, jointly and severally, or against you only without having obtained a judgment against any Affiliate; (f) notwithstanding anything contained herein to the contrary, your obligations under this Affiliate Guaranty shall be limited to the maximum amount so as to not constitute a fraudulent transfer or conveyance for purposes of the United States Bankruptcy Code or any applicable state law or otherwise to the extent applicable to this Affiliate Guaranty, the Guaranteed Obligations and/or your obligations hereunder; and (g) your guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time all or part of any payment of any Guaranteed Obligation is voided, rescinded or recovered or must otherwise be returned by Rho upon the insolvency, bankruptcy or reorganization of any Affiliate.
You hereby unconditionally and irrevocably waive (a) any right to revoke this Affiliate Guaranty and acknowledge that this Affiliate Guaranty is continuing in nature and applies to all presently existing and future Guaranteed Obligations, until the complete, irrevocable and indefeasible payment and satisfaction in full of the Guaranteed Obligations, (b) promptness, diligence, notice of acceptance, presentment, demand for performance, notice of non-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Affiliate Guaranty and any requirement that Rho protect, secure, perfect or insure any lien or any property subject thereto.
In connection with the foregoing, you waive and shall not exercise any rights that you may acquire by way of subrogation, contribution, reimbursement or indemnification for payments made under this Affiliate Guaranty until all Guaranteed Obligations shall have been indefeasibly paid and discharged in full.
You hereby represent, warrant and covenant to Rho that:
18.1. Legal Authority The signatory to this Agreement has the legal authority to bind your organization to this Agreement and to perform hereunder. You are the exclusive owner of the Rho Account and are not operating the Rho Account on behalf of any third party.
18.2. Legal Capacity Your representative has the legal capacity to enter into this Agreement and perform your obligations hereunder.
18.3. Business Use Only You are a business, charitable organization or not-for-profit organization and shall use the Rho Services for only business purposes and not for individual consumer purposes.
18.4. Notice Of Defects You shall immediately advise Rho of defects in the Rho Services or any claim or threatened claim against Rho. You shall immediately notify Rho of any defects in a Product for which a Sponsor Bank has been used as a payment method.
18.5. Compliance with Laws Your use of the Rho Services conforms to all applicable laws and the terms of this Agreement.
18.6. Rho Not Liable For Product As between you and Rho, you assume all responsibilities and liabilities associated with any Product that you purchase or sell and your Relationships.
18.7. Legal Counsel You have had the opportunity to review this Agreement with legal counsel prior to accepting the terms hereof.
You agree to defend, indemnify and hold harmless Rho, its directors, officers, employees, agents, assigns, processors, suppliers (including our Sponsor Bank and Third-Party Service Providers) and successors-in-interest from and against any and all third-party liability, damages, losses, claims, demands, actions, causes of action, costs and expenses (including attorneys’ fees and expenses) arising out of or resulting from: (i) your performance under this Agreement including, without limitation, performance, non-performance, or defect in performance, any statement, misstatement, representation or misrepresentation made by you; (ii) the negligent or willful acts or omissions of you or your Users, agents and/or employees; (iii) any statements, claims, representations or warranties made by you or your Users, agents and/or employees, relating to the Products or any other matter; (iv) your provision, or failure to provide Product; (v) any of your Relationships; (vi) your acts or omissions; (vii) you relationship with any Sponsor Bank or any other Third-Party Service Provider; (viii) any and all tax liabilities associated with Transactions, the sale of Product, regardless of which party has a legal duty to collect and remit the same; (ix) use of the Rho Account; (x) any vendor to you; (xi) attorneys’ fees and other costs and expenses paid or incurred by Rho in the enforcement of this Agreement, or in collecting any amounts due from you hereunder; (xii) responding to requests for Data or your information by third parties including but not limited to subpoenas or court orders for the same; and (xiii) Transactions or financial transactions of you, Sponsor Bank or other Third-Party Service Providers.
20.1. Term
The term of this Agreement shall start on the earlier of the date that you have accepted the terms of this Agreement via the Platform, or your use of Rho Services, and will continue until terminated in accordance with the terms hereof.
20.2. Termination
You can terminate this Agreement at any time by closing your Rho Account or by sending notice to Rho at clientservice@rho.co that you wish to terminate this Agreement. Rho can terminate or suspend performance hereunder and any Rho Service provided hereunder (including any addendum hereto) at any time for no reason or for any reason without prior notice to or consent from you. Rho also reserves the right to suspend supply of the Rho Services or terminate this Agreement without prior notice to you in the event that Rho determines, in its sole discretion, that continuing to perform hereunder would expose Rho to excessive risk, whether legal, regulatory, compliance, security, financial, reputational or otherwise.
20.3. Procedure Upon Termination
Upon termination of this Agreement, you shall no longer be entitled to use the Rho Account, Rho Services or the Platform. Upon request by Rho at termination, you agree to either destroy or return all Rho Data and documentation related to the Platform and Rho Services, in all forms, both complete and partial, in all media. All provisions regarding indemnification, representations, warranties, liability and limits thereon and Confidential Information shall survive termination. Termination of this Agreement shall not relieve you of your obligations to pay accrued fees or other liabilities incurred hereunder.
20.4. Discontinuance
Rho reserves the right to suspend or discontinue the Platform or any or all of the Rho Services at any time at its sole discretion without liability or penalty hereunder.
Each party acknowledges that it may directly or indirectly disclose Confidential Information (defined below) to the other party in the course of negotiation of and performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the disclosing party (or other third party), and the receiving party shall have no interest in, or rights with respect thereto, except as set forth herein. Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its most confidential information. Each party may disclose such Confidential Information to employees and agents who require such knowledge to perform services under this Agreement. Except as otherwise contemplated by this Agreement, neither party shall disclose the Confidential Information of the other party to any third party without the prior written consent of the disclosing party (to the extent legally permissible), and the duty of confidentiality created by this section shall survive any termination of the Agreement. Nothing in this Agreement shall prevent Rho from collecting, storing, using and disclosing your Confidential Information for the purpose of providing the Rho Services or complying with applicable law.
For the purposes of this Agreement, “Confidential Information” means all proprietary, secret or confidential information or data relating to either party and its affiliates, operations, employees, products or services or clients. Confidential Information shall include lists, pricing information, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) or becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by law.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, RHO, ITS AFFILIATES, SPONSOR BANK, THIRD-PARTY SERVICE PROVIDERS, AGENTS, SUPPLIERS AND LICENSORS, SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES ATTRIBUTABLE TO LOSS OF PROFITS, SALES OR BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE OR BUSINESS INTERRUPTION, WORK STOPPAGE OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF RHO HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. EXCEPT AS REQUIRED BY LAW OR PURSUANT TO THE “ARBITRATION PROVISION AND CLASS ACTION WAIVER” SECTION BELOW, RHO’S LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) TO YOU, OR ANY THIRD PARTY, IN ANY WAY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT (AND ALL OTHER AGREEMENTS BETWEEN RHO AND YOU) WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF $500.00 (FIVE HUNDRED UNITED STATES DOLLARS).
Rho shall use its commercially reasonable efforts to perform its obligations hereunder, however, Rho, its Affiliates, Sponsor Bank, Third-Party Service Providers, agents, suppliers or licensors shall not be liable for any loss resulting from the activities of you, nor from any erroneous statements or errors in transmission, nor for any loss resulting from any delay, interruption or failure to perform hereunder due to any circumstances beyond Rho’s reasonable control including, without limitation, acts of god, fire, explosion, earthquake, riot, terrorism, war, sabotage, accident, embargo, storms, strikes, lockouts, lockdowns, any interruption, failure or defects in Internet, telephone, or other interconnect services or in electronic or mechanical equipment. Rho’s obligations hereunder shall be suspended during any of the foregoing circumstances, which suspension shall not be a cause for termination of this Agreement by you. Rho does not represent or warrant that the Rho Services suit your needs. In addition, in the event of any failure of the Rho Services, or in the event Rho otherwise defaults under any provision of this Agreement, then your sole and exclusive remedy shall be termination of this Agreement and, to the maximum extent permitted under applicable law, you hereby waive and relinquish any and all other rights or remedies it may have at law or in equity.
THE PLATFORM, RHO SERVICES, INFORMATION, DATA, FEATURES, AND ALL CONTENT AND ALL OTHER SERVICES AND PRODUCTS ASSOCIATED WITH THE RHO SERVICES OR PROVIDED THROUGH THE RHO SERVICES (WHETHER OR NOT SPONSORED) ARE PROVIDED TO YOU ON AN “AS-IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. RHO, ITS AFFILIATES, AND ITS SPONSOR BANK, THIRD-PARTY SERVICE PROVIDERS, AGENTS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE PLATFORM OR OF THE RHO SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE RHO SERVICES IS AT YOUR SOLE RISK.
NEITHER RHO NOR ITS SUPPLIERS MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE PLATFORMS OR OF THE RHO SERVICES (WHETHER OR NOT SPONSORED), AND EXPRESSLY DISCLAIM ANY WARRANTIES OF NON-INFRINGEMENT, USABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES THAT THE RHO SERVICES PROVIDED BY RHO OR ITS SUPPLIERS OR THAT THE OPERATION OF THE RHO SERVICES WILL BE INTERRUPTION OR ERROR FREE OR WITHOUT VIRUSES OR OTHER HARMFUL MATERIALS. NEITHER RHO NOR ITS SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE RHO SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH STATES LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS PROVISION MAY NOT APPLY TO YOU.
RHO IS FINANCIAL TECHNOLOGY COMPANY AND NOT A BANK, FINANCIAL INSTITUTION OR FINANCIAL ADVISORY SERVICE. NEITHER RHO NOR THE RHO SERVICES ARE INTENDED TO PROVIDE LEGAL, FINANCIAL, INVESTMENT OR TAX ADVICE. Your financial situation is unique, and any information and advice obtained through the Rho Services may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any financial strategy, you should consider obtaining additional information and advice from your accountant or other financial advisers who are fully aware of your unique circumstances.
THIS ARBITRATION PROVISION AFFECTS YOUR RIGHTS. PLEASE READ CAREFULLY BEFORE AGREEING TO THESE TERMS. EXCEPT AS OTHERWISE NOTED, CAPITALIZED TERMS HAVE THE MEANING SPECIFIED IN THE AGREEMENT.
25.1. Generally
Any dispute arising in connection with this Agreement will be resolved by binding arbitration whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND RHO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
25.2. Expectation
Notwithstanding the foregoing, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
25.3. Arbitrator
Any arbitration between you and Rho will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”). If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call (800) 778-7879 or visit the AAA’s web site at: www.adr.org. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. There shall be a single arbitrator who shall be an attorney practicing commercial law in New York. The arbitration shall take place in English.
25.4. Notice Of Arbitration; Process
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a Rho physical address, then by electronic mail (“Notice of Arbitration”). Rho’s address for Notice is: Under Technologies, Inc., dba Rho Technologies, 100 Crosby Street, New York, NY 10012. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Rho may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Rho must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Rho in settlement of the dispute prior to the award, Rho will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
25.5. Arbitration Fees
If you commence arbitration in accordance with these Terms, payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York County, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Rho for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
25.6. No Class Actions
YOU AND RHO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Rho agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
25.7. Modifications to This Arbitration Provision
If Rho makes any future change to this arbitration provision, other than a change to Rho’s address for Notice of Arbitration, you may reject the change by sending us written notice within thirty (30) days of the change to Rho’s address for Notice of Arbitration, in which case your Rho Account will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
26.1. Notices and Electronic Communication
You consent to communication under this Agreement by electronic and telephonic means. Any notice, demand, request or other communication required or permitted to be given under this Agreement shall be in writing and delivered personally, or sent by prepaid registered mail, return receipt requested or other recognized courier, or by email: to Rho at the address set forth above; to you at the address provided therefore upon completion of the Application or registration with the Platform; or to such other address as either party may have previously indicated to the other in writing in accordance with the foregoing. Any such notice, request, demand or communication shall be deemed to have been received on the day it was delivered personally or by email, or on the fifth (5th) day following mailing or emailing unless there is a disruption of any kind of postal service.
You agree that we may contact you via text or SMS using the contact information provided to us with respect to issues relating to an Application submitted by you, your Rho Account and/or activity in connection with your Rho Account. Text or SMS may incur additional charges from your wireless provider. You further agree that we may monitor or record any communications for quality assurance or other reasonable business purposes.
26.2. Independent Contractor
Neither party has any right to create any obligations on the part of the other party, without the other’s prior written consent. Nothing in this Agreement or the course of dealing of the parties shall be construed to constitute the parties hereto as partners, joint ventures or as agents or employees of one another or as authorizing either party to obligate the other in any manner.
26.3. On-line Or Written Formation Of Contract
By acceptance of the terms hereof on-line by you or by execution of a written acceptance of the terms hereof by you, this Agreement together with any supplemental agreements and appendices constitute the entire validly legally binding agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No waiver of any of the provisions in this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
26.4. Amendments
From time to time Rho will post amendments or revisions to this Agreement, including, without limitation, amendments to fees, on the Platform. Rho will provide notice of these amendments or revisions to you through the Rho Account or the Platform. If the amendment or revision is required in order for Rho and the Rho Services to remain in compliance with applicable laws or regulations, then the amendment or revision shall take effect as of when it is posted to the Platform or on the indicated “as of” date. If you do not close the Rho Account within thirty (30) days of notice on the Platform of the amendment or revision, then you shall be deemed to have accepted the amendment or revision. Other than as provided in this section, this Agreement may not be amended except by express consent of both parties through the Platform or by such other means as Rho may reasonably prescribe. Notwithstanding the foregoing, Rho reserves the right, without any prior notice or consent, to change the method of access to Rho Services or the Rho Account.
26.5. Non-Disparagement
Neither party shall publish negative statements concerning the other party during the term of the Agreement. You shall not use the names, logos or marks of Rho other than as expressly permitted in writing by Rho.
26.6 Assignment
You may not assign this Agreement, or any rights hereunder, directly or by operation of law, without the prior written consent of Rho, which consent may be withheld for any reason, at Rho’s sole discretion. Rho may assign any of its rights or obligations hereunder without prior notice to or consent from you. Any assignment hereof not in accordance with this provision shall be null and void.
26.7. Successors
This Agreement and the provisions hereof shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
26.8. Remedies
All remedies of either party hereunder are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy and shall not preclude the exercise of any other remedy. No failure on the part of either party to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy.
26.9. Governing Law
This Agreement is governed by the laws of the State of New York without regard to conflict of law principles.
26.10. Claims
No legal action of any kind arising out of this Agreement may be brought by you against Rho if the event giving rise to said legal action occurred more than one (1) year before the legal action is commenced. To the extent permitted by law, the parties agree to waive their rights to a jury trial or class action.
26.11. Third Party Beneficiaries
Each Sponsor Bank with whom you have an agreement for banking services, including deposit or credit products, is a third party beneficiary under this Agreement entitled to enforce the rights of Rho against you.
26.12. Publicity
We may publicly reference you as a Rho client on our website or in other communications. You grant Rho a limited license to use your trademarks or service marks for this purpose. Please contact clientservice@rho.co if you wish to be removed from these displays. Any publicity, including but not limited to press releases, by you concerning or naming Rho are prohibited without the prior written approval of Rho.
26.13. Support
We are under no obligation to provide support for the Rho Services. Questions, comments or requests submitted to Rho customer service department shall be handled via the contact information for Rho provided on the Platform.
26.14. Suggestions
If you choose to provide input and suggestions regarding the Rho Services (“Feedback”), you hereby grant Rho an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Platform and Rho Services and create other products and services.
26.15. Severability
The provisions of this Agreement are severable, and if any part of it is found to be unenforceable, the other portions shall remain fully valid and enforceable. In the event that any provision of this Agreement is not enforceable in accordance with its terms, such provision shall be reformed to make such provision enforceable in a manner that provides Rho the maximum rights and protection permitted at law.
26.16. Whole Agreement
References to “this Agreement” include any fees, schedules, supplementary agreements, addendum, appendices and amendments and any other agreements, schedules appendices and amendments promulgated by Rho and furnished to you from time to time. This Agreement replaces any earlier versions hereof appearing on the Platform or otherwise.
26.17. Contact Information
The Rho Services are offered by Under Technologies, Inc., dba Rho Technologies. You may contact us by sending correspondence to that address or by emailing us at clientservice@rho.co. Banking services are provided by Webster Bank, N.A., as well as other FDIC-insured institutions. To report a complaint relating to the bank services, email clientservice@rho.co with respect to Webster.
26.18. Messages
You may be able to send messages to others through certain functionality on the Rho Services. You represent and warrant that: (i) you will only send messages to others who have given you their express consent to receive messages; (ii) you, and only you, are responsible for sending messages and Rho merely acts as a Data transfer service; and (iii) you will indemnify and hold Rho harmless from any and all claims arising out of your messages. If a recipient of messages you send requests that we prevent you from sending additional messages to them through the Rho Services, then we will abide by such recipient’s request and block you (and other users of the Rho Services) from sending messages to such persons.
26.19. Notice For Apple Users
This paragraph applies only to the extent you are using our mobile application on an iOS device. You acknowledge that this Agreement is between you and Rho only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Rho Services or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Rho Services. If the Rho Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Rho Services. Apple is not responsible for addressing any claims by you or any third party relating to the Rho Services or your possession and/or use of the Rho Services, including: (a) product liability claims; (b) any claim that the Rho Services fail to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Rho Services and/or your possession and use of the Rho Services infringes a third party’s Intellectual Property Rights. You agree to comply with any applicable third party terms when using the Rho Services. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary of this Agreement. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
The following terms shall have the meanings indicated below:
“ACH” means Automated Clearing House payment transaction.
“Admin User” means a User that you have authorized to make Rho Services selection preferences on your behalf, activate and deactivate other Users and exercise administrative privileges in your Rho Account.
“Affiliate” means, in relation to a Person, another Person that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Person, or a Person’s principal partners, shareholders, or owners of some other ownership interest.
“Application” means the paper or online application completed by you when applying for the Rho Services all of which is incorporated herein by reference.
“Bank Account” means your account, if any, with a Sponsor Bank.
“Card Transaction” means: (A) Rho (i) causing a Card to be issued by an Issuer; (ii) Rho using its own funds to load such Card with Transaction funds; and (iii) permitting you to use the Card to complete a payment Transaction with a Merchant; and (B) after the Merchant has processed the Transaction, you reimbursing Rho for the amount thereof from your Bank Account or otherwise.
“Card” means (i) a credit or debit card in the form issued under license from Visa, MasterCard; or (ii) any other valid credit card, charge card or debit card accepted as a method of payment by Merchant with your prior written approval.
“Company” means the business that has accepted this Agreement, as identified in an Application, on the Platform, in the Rho Account or by other means acceptable to Rho.
“Data” means any and all non-public personal information of yours related to Transactions, such as for example, Card information, or Rho Data.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, works of authorship, inventions, discoveries and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Issuer” means a member of a Payment Network that is in the business of issuing Cards.
“MasterCard” means MasterCard International, Inc.
“Merchant” means a third party that is a merchant offering to sell you goods or provide you with services for which you wish to make a payment.
“Payment Network” means any of Visa, MasterCard or any other valid credit card, charge card or debit card accepted as a method of payment by a Merchant or through which an Issuer issues Cards.
“Person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity.
“Platform” means https://rho.co or such other sites or mobile applications as Rho indicates are engaged in the supply of the Rho Services.
“Product” means any product or service for sale or provided by you or for which a Sponsor Bank is used to make payment or for which Rho Services are used to assist in a payment.
“Prohibited Activity” means the operation of or the direct or indirect facilitation of any of the following any act that is illegal in the United States or in the jurisdiction where the person carrying out the activity is resident, domiciled or located; bath salts and herbals; bill payment services; buyers or discount clubs; cigarettes, tobacco or e-cigarettes; credit counseling or repair agencies; credit protection or identity theft protection services; digital goods including digital currency; direct marketing or subscription offers; inbound or outbound telemarketing businesses including lead generation businesses; infomercial sales; internet, mail or telephone order pharmacies or pharmacy referral services; items that encourage, promote, facilitate or instruct others to engage in illegal activity; items that may be counterfeit including, but not limited to: designer handbags, clothing and accessories, and consumer electronics; items that may infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction; items that promote hate, violence, racial intolerance, or the financial exploitation of a crime; items that promote, support or glorify acts of violence or harm towards self or others; legal fees including bankruptcy attorneys; live animals; medical equipment; multi-level marketing businesses (MLM); obscene or pornographic items; payment aggregators; prepaid phone cards or phone services; purchase, sale or promotion of drugs, alcohol, or drug paraphernalia, or items that may represent these uses; real estate or motor vehicles; rebate based businesses; sales of money-orders or foreign currency; up-sell merchants; using the Rho Services as a means to transfer funds between bank accounts held in the same name; using the Rho Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property, taxation and other proprietary rights and data collection and privacy; using the Rho Services in a manner that Rho or any payment card network reasonably believes to be an abuse of the payment card system or a violation of payment card network rules; using the Rho Services in any manner that could damage, disable, overburden, or impair Rho including without limitation, using the Rho Services in an automated manner; using the Rho Services in violation of the terms of this Agreement, as reasonably determined by Rho; using the Rho Services that in any way assists others in violation of any law, statute or ordinance; using the Rho Services to collect payments that support pyramid or ponzi schemes, matrix programs, other “business opportunity” schemes or certain multi-level marketing programs; using the Rho Services to control an account that is linked to another account that has engaged in any of the foregoing activities; using the Rho Services to defame, harass, abuse, threaten or defraud others, or collect, or attempt to collect, personal information about others, registered recipients, or third parties without their consent; using the Rho Services to intentionally interfere with another person’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms or other malicious code; using the Rho Services to make unsolicited offers, advertisements, proposals, or to send junk mail or spam to others; using the Rho Services to send or receive what Rho considers to be funds for something that may have resulted from fraud or other illegal behavior; using the Rho Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity; or weapons including replicas and collectible items; weight loss programs; wire transfer money orders.
“Rho Account” means an account made available to you through which you can transmit instructions or receive information in relation to the Rho Services.
“Rho Data” means information concerning the Rho Services or provided to you by Rho through the Rho Account or otherwise.
“Rho Services” means our Platform, along with our related websites, networks, applications, mobile applications, and other services provided by us hereunder, including (i) the secure communication of Data between and among Rho, our Affiliates, you, our Sponsor Bank, and any other Third-Party Service Providers; (ii) Card Transactions; (iii) access to any deposit product, credit product, debit card, credit card or other financial services offered by Rho or through a Sponsor Bank; and (iv) such other services as are available to you through the Rho Account from time to time. For the avoidance of doubt, Rho is a financial technology company and not a bank. Banking products and services are provided by our Sponsor Bank and are not Rho Services.
“Rho System” means a cloud-based system operated by Rho that allows you to access your Rho Account and initiate Transactions.
“Rules” means the rules and regulations of Payment Networks including those of Visa (available here https://usa.visa.com/dam/VCOM/download/about-visa/visa-rules-public.pdf) and MasterCard (available here https://www.mastercard.us/en-us/about-mastercard/what-we-do/rules.html).
“Transaction” means (i) sending or attempted sending of Data, by way of the Rho Services, between any of you, Rho and a Sponsor Bank; or (ii) a Card Transaction.
“User” means a natural person your Company has given access to your Rho Account for the Rho Services.
“Visa” means Visa U.S.A., Inc. or Visa International, Inc.
“you” means the Company that has accepted this Agreement, as identified in an Application, on the Platform, in the Rho Account or by other means acceptable to Rho.
“your Relationship” means the agreement or other relationship between you and a Sponsor Bank or other Third-Party Service Provider that gives rise to you wishing to use the Rho Services and carry out Transactions.
“your Device” means computer system, tablet or phone used by you to manage Data or your business.
This agreement (“One-Day Card Agreement”) governs the use of your Rho One-Day Corporate Credit Card (“One-Day Card”) issued by Webster Bank, N.A., an FDIC-insured national bank (the “Issuer”), and outlines the responsibilities of the Company. Use of the One-Day Card constitutes the Company’s acceptance of this One-Day Card Agreement. This One-Day Card Agreement may be updated by us at any time in our sole and absolute discretion.
Please read this One-Day Card Agreement in its entirety and keep it for your records. In this One-Day Card Agreement, the words “you,” “your,” “yours,” mean the business agreeing to this One-Day Card Agreement (the “Company”), including each officer, employee, agent, or representative that is authorized by the Company to use the One-Day Card issued hereunder (each, a “Cardholder”). The One-Day Card may be used for business purposes only. The words “Rho,” “we,” “us,” “our,” and “ours,” means Webster Bank, N.A. or the program manager, Under Technologies, Inc., dba Rho Technologies, or their successors, affiliates and assigns, as the context may dictate.
Acceptance of this One-Day Card Agreement through the use of your One-Day Card authorizes and directs us to authorize initiated transactions and to ultimately debit your linked Rho Account (as defined in the Agreement) or other linked account(s) to settle the amounts owed to us during a Billing Cycle for such authorized transactions (“Charges”) and for the use of the Rho Services, including but not limited to our applications and financial products and tools. This may include fees and fines as set forth in the Agreement or this One-Day Card Agreement, as may be amended from time to time.
Company represents that all authorized Users acknowledge, understand and will comply with the obligations set forth herein, as well as any other applicable agreements, including the Agreement.
Capitalized terms that are not defined in this One-Day Card Agreement have the definitions provided in the Agreement.
1.1. Issuer Card Terms
One-Day Cards are issued solely by the Issuer, Webster Bank, N.A. Issuer is the creditor responsible for funding your Charges that result from the use of your One-Day Card. This One-Day Card Agreement governs your use of the One-Day Cards. You may only use the One-Day Cards if you agree to the terms set forth in this One-Day Card Agreement and the terms and conditions applicable to opening an account with the Issuer.
We and/or the Issuer may, at any time, update this One-Day Card Agreement. We may provide notice to you if we or the Issuer do. Your continued use of the One-Day Cards shall constitute your acceptance of this One-Day Card Agreement.
1.2. Credit Account Integration
Subject to the Agreement, Company hereby authorizes us to integrate the Credit Account opened hereunder with the Rho Account, as such term is defined in the Agreement, so that the Company authorizes and consents to (i) information concerning the Credit Account be accessible in the Company’s Rho Account and vice versa and (ii) payments of any charges may be made directly from the Rho Account to the Credit Account at the discretion of us or the Issuer. You authorize that each debit from your Rho Account, or any other linked account you use to make payments to us or the Issuer, may be made based upon automatic transfer payment, ACH consent, or by any other means we may deem convenient or appropriate in our sole discretion.
1.3. Spending Limitation
Company understands and agrees that the One-Day Corporate Card is a charge card; and all advances or extensions of credit provided to you in connection with this One-Day Card Agreement are uncommitted. The spending limit for you is determined based on underwriting criteria. Your spending limit shall be established by us in our sole discretion. The spending limit may depend on several factors including, but not limited to the industry the Company is engaged in; spending volume; the nature of the Company’s business; the length of time the Company has been in business; and the Company’s revenue and cash, amongst others. At any time, we may, in our sole and absolute discretion, determine that Company does not satisfy our underwriting criteria requirements or that Company does or may impose unacceptable credit risks, compliance risks, reputational risks, and/or other risks to us or to our investor(s), funding source(s), and/or partner(s).
At any given time, the Company shall have one aggregate dollar spending limit, regardless of how many Cards can access the Credit Account. At no time shall we be required to disclose the spending limit to you. However, we may provide guidance to you and provide you with information about the spending limit. In our sole and absolute discretion, we may modify or change the spending limit at any time, at a frequency of our own choosing, with or without providing any notice to you. We reserve the right to reduce your spending limit to zero dollars at our sole discretion.
The spending limit we establish for the Company is a spending limit that applies to all Billing Cycles in the aggregate and to the Company as a whole, including all Cards associated with or in connection with the Credit Account. The amount of spending limit available to you shall be offset and reduced by the outstanding Charges and advances made in the current Billing Cycle and prior Billing Cycle, collectively, to the extent that such Charges and advances have not been paid in full. The sum of all Company’s Obligations must, at all times, be less than the spending limit.
If Company’s Obligations, at any time, exceeds the Company’s spending limit determined by us, or you have otherwise breached this One-Day Card Agreement, we reserve the rights to declare that all such Company’s Obligations be immediately due and payable to satisfy such Company’s Obligations in full, as permitted by this One-Day Card Agreement and applicable law.
We reserve the right, in our sole discretion to limit, freeze, suspend or terminate your Credit Account or Rho Account or restrict access to said accounts. We may also debit your Rho Account, or any other linked account, for any amounts owed to us at the time of such action.
We may hold, freeze, or temporarily suspend your ability to use your One-Day Card when the One-Day Card is used for a transaction where the final amount or cost of the transaction is unknown at the time of authorization. These transactions typically include the purchase at restaurants; hotel; and rental car companies). We may also place a hold on funds held in your Rho Account during this time. If a hold is placed on the funds held in your Rho Account, it may be in the amount less than, equal to, or higher than the actual or final Charge against you.
Before the Company is issued a One-Day Card for its authorized Users, the Company agrees to provide us with true, accurate, correct, and the most up-to-date financial statements, and such other financial information about the Company that we may reasonably request (“Requested Financial Information”). Requested Financial Information includes but is not limited to the most up-to date profit and loss statement(s), balance sheet(s), and financial or such other information in connection with the Company’s, its owned affiliates, subsidiaries, and/or parent companies.
You authorize us to access at this time, and on a continuing basis, the Company’s accounting platform and bank information for underwriting and credit risk monitoring purposes. If you do not provide us with access to the Company’s accounting platform, or if the Company does not use an accounting platform which is accessible to us, you agree to send us, by electronic means, Requested Financial Information each month, no later than the thirtieth (30th) day of the following month. In addition to the foregoing, we may also require you to promptly provide us with Requested Financial Information at any given time.
The Company’s spending limit with us may, in our sole discretion, be decreased if we do not have access to the Company’s Requested Financial Information on a timely basis. Notwithstanding any other provision in this One-Day Card Agreement, except as provided by law, you may be held liable for consequential, incidental, special, or exemplary damages for your failure to provide Requested Financial Information.
1.4. Control of Credit Account
Authorized Administrators may set specific controls for and limits for Users through your Rho Account on the Platform. Under no circumstance may Administrators or Users, either on their own or collectively, exceed the spending limit established by us for the Company.
1.5. One-Day Card Requests
Persons who are authorized by the Company may use the One-Day Card. The One-Day Card may not be used by unauthorized persons. Administrators may request One-Day Cards for themselves, if authorized, and other Users through your Rho Account. One One-Day Card may be issued per one person and multiple One-Day Cards may not be issued to one person, unless authorized by the Company. We have no obligation to confirm that the person using a One-Day Card is authorized and assume you will only permit authorized persons to use the One-Day Cards in accordance with the terms of this One-Day Card Agreement.
Any time a One-Day Card is requested for a User, the Administrator must provide us with information about the User. The information required to request and receive a One-Day Card for a User includes but may not be limited to the User’s full legal name; full date of birth; personal residence address; government identification number as well as contact information.
After we process a User’s information, we may, in our sole discretion, issue the User a One-Day Card accessing your Account. The One-Day Card may be issued in physical or virtual form. After the One-Day Cards are issued, they may be managed through the Company’s Rho Account and through the Platform. The Company is responsible for securing the One-Day Cards and account information (including the One-Day Card, Rho Account, and Credit Account numbers, security codes and passwords). The Company is responsible for any and all of the User’s transactions.
The Company shall create a procedure to ensure that the information is protected from unauthorized persons or individuals who are not entitled to such information and that Company shall take steps to prevent the exposure of such information.
1.6. Card Transactions
One-Day Cards may only be used for authorized and bona fide business-related transactions. You are responsible for all such transactions and the individuals in the Company who are authorized to use the One-Day Cards and you are responsible to inform and explain to Users the scope of transactions and activities Users are permitted to engage any time Users use the One-Day Card. You are also responsible for implementing protections and controls designed to protect the One-Day Card from unauthorized or prohibited use. Any time the One-Day Card is used by any individual, you are responsible for the use of the One-Day Card.
We, the Issuer, Third-Party Service Providers, or the Card Network may, at any time, without providing notice to you, decline or reverse charges for any reason. You agree to hold us, the Issuer, Third-Party Service Providers, and the Card Network harmless for any losses, harm, or damages caused by any Charges that are declined or reversed.
Unless prohibited by applicable law, or otherwise provided in accordance with any liability waiver program provided by the Card Network (the “Card Network Liability Waiver Program”), you agree as follows:
The Company will not be liable, however, for any unauthorized use that occurs after we receive notice of suspected unauthorized use. For purposes of this One-Day Card Agreement, “unauthorized use” refers to any transaction by a person, other than the User to whom the relevant One-Day Card, if any, was issued, who was not authorized to use such One-Day Card by either such User or you and from which transaction neither the User nor the Company receives any direct or indirect benefit. Unless we have received notice and canceled the One-Day Card, use of a One-Day Card by a User at any time, even if the User is no longer associated with or employed by you, does not constitute unauthorized use. You agree that you will not impose any liability on any User for unauthorized use of any Card in excess of the amount permitted under Regulation Z of the Consumer Financial Protection Bureau, 12 C.F.R. Part 1026, as amended.
If a One-Day Card is used to effect a purchase in a foreign currency, the transaction will be converted into a U.S. dollars amount based on the exchange rate on the day the transaction is settled, plus any special currency exchange charges that may be imposed by us, the Card Network and/or by any third-party used to complete the transaction. The exchange rate applied to each such transaction is (1) a rate selected by the Card Network from the range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate the Card Network itself receives, or (2) the government-mandated rate in effect for the applicable central processing date. Because of the special charges and possible differences in exchange rates between the time you initiated the transaction and the time we settle, the total charge for a foreign transaction may be less than or greater than the transaction at the time it was made. You agree to pay all foreign transaction fees imposed by us, and all international transaction fees and/or special charges that may be imposed by the Card Network and/or by any third-party used to complete the transaction.
1.7. Notify Us if your Card is Lost or Stolen
The One-Day Card is a commercial credit card and does not provide consumer protections for lost or stolen credit cards or unauthorized transactions. Company shall immediately notify us if any unauthorized person obtains access to a One-Day Card or initiates an unauthorized transaction. If a One-Day Card is lost, misplaced or stolen or if you think someone may be using your One-Day Card or Credit Account without your permission, you must notify us IMMEDIATELY by emailing clientservice@rho.co. Do not use the One-Day Card or Credit Account after you notify us, even if the One-Day Card is found or returned. You will not be liable for any unauthorized use that occurs after you notify us; however, you must identify the charges on your monthly statement that you or any authorized Users did not make. Until you report a One-Day Card as lost or stolen or report an unauthorized transaction on a One-Day Card, Company is fully responsible for all transactions, even if the One-Day Card is lost, misplaced, stolen or used for unauthorized transactions.
1.8. Disputes
We are not responsible for tracking or monitoring the Company’s Charges, expenses or transactions, although we may do so for the purpose of complying with applicable federal or state law. You and the Company are responsible for tracking Charges, expenses and transactions and reviewing Periodic Statements which we provide to you. You are responsible for seeking and identifying any Charges that are unauthorized, suspicious, or would like to dispute. For unauthorized Charges, you may contact us and we will investigate and based on such investigation, we may issue you a Chargeback.
Process: If the Company would like to dispute a Charge, transaction, or expense, you should first contact or attempt to contact the merchant to resolve the dispute. If you and the merchant do not settle the dispute or if the dispute is not resolved, you may initiate a Chargeback through your Rho Account or contact us. If a Chargeback is initiated, we will conduct an investigation and make a determination as to whether a full or partial refund will be honored. There are existing procedures established by the Card Network for resolving disputes. These procedures may require you to document or provide details about the Charge or transaction. You hereby acknowledge, understand, and accept that a Charge, Chargeback, and disputed charges are subject to the Card Network rules and regulations and we are limited and restricted to those rules and regulations in our investigation and dispute settlement process.
Any Charges in connection with a dispute are subject to collection on the payment date if the dispute has not yet been resolved. A Chargeback resolved in your favor that results in a partial or whole refund will be credited to your Rho Account on the following or future statement(s). If you do not pay the Charge, expense, or transaction on the due date while the investigation for the dispute is in progress or when resolution is pending, we may suspend or freeze your Rho Account or Credit Account, impose fees, reduce the spending limit, and/or reduce or eliminate your spending limit, and we may also, within our sole discretion, declare the Company’s Obligations be immediately due and payable to us and without notice, debit your Rho Account or any other linked account amounts required to satisfy Company’s Obligations in full, as permitted by this One-Day Card Agreement and applicable law.
1.9. Prohibited Activity and Restrictions
At this time you agree that Cards will not be used for business activities in connection with or relating to Afghanistan, Angola, Burundi, Central African Republic, Chad, Democratic Republic of Congo, Cuba, Egypt, Equatorial Guinea, Eritrea, Ethiopia, Guinea, Guinea-Bissau, Haiti, Iran, Iraq, Laos, Lebanon, Libya, Mali, Mauritania, Myanmar, Nicaragua, Niger, Nigeria, North Korea, Palestine, Russian Federation, Somalia, South Sudan, Sudan, Syria, Ukraine, Venezuela, Yemen, Zimbabwe or the Crimea, Donbas or Luhansk regions of Ukraine, or any other country or territory that is or becomes subject to sanction, restrictions, or embargoes administered by OFAC, United Nations, the European Union, the State Secretariat for Economic Affairs of Switzerland, or the Swiss Directorate of International Law, H.M. Treasury of the United Kingdom, the Hong Kong Monetary Authority, or the Monetary Authority of Singapore. This includes, in particular, business activities involving or providing benefits to persons, entities or other parties that are (i) governments of restricted countries, (ii) located, domiciled, resident or incorporated in a restricted country, (iii) subject to any sanctions or named on any sanctions lists administered by one of the aforementioned bodies, or (iv) owned or controlled by persons, entities or other parties referred to in (i) to (iii).
You may not use the Card, directly or indirectly, for payments to any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain, or direct business or obtain any improper advantage in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.
You agree to use the One-Day Cards only for the business or commercial purposes of the Company only and not for (i) personal, family, or household purposes, (ii) the purpose of purchasing or carrying margin stock or margin securities within the meaning of Regulations U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224, (iii) any restricted transaction as defined in the Unlawful Internet Gambling Enforcement Act of 2006 and Federal Reserve Board Regulation GG (12 C.F.R. Part 233) including, without limitation, those in which credit, electronic fund transfers, checks, or drafts are accepted by gambling businesses in connection with the participation by others in unlawful Internet gambling, or (iv) any other unlawful purposes, including the purchase of goods or services prohibited by applicable law or regulations. You agree to instruct all Users about these limitations.
1.10. Representations
You represent that the Company and each User is not classified or qualify as one or more of the following: (i) Persons who appear on the U.S. Department of the Treasury’s Office of Foreign Assets Control, Specially Designated Nationals List or any other government-issued sanctions list; (ii) Persons who are less than 18 years of age (or the age of majority in the state in which your business is located); (iii) Persons, or their affiliates who have procured services from Rho and have been terminated for cause by Rho; and (iv) consumers using the Card for individual, family or household purposes. You represent that the Company is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, and all the rules and regulations promulgated thereunder. You or the Company are not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in the Code and regulations promulgated thereunder. You represent that the Company’s entry into this One-Day Card Agreement and performance hereunder shall not place the Company in breach of any of its obligations to third parties, and that the Company is not in or expects to be in default with respect to any lender, creditor, or other third parties. You represent that the Company or any of its affiliates, principals, officers or directors are not parties to any litigation or government investigation, whether ongoing or otherwise nor are or have any of them been party to any insolvency or bankruptcy proceedings in any jurisdiction at any such time or at any time during the past ten (10) years.
1.11. Credit Report Disclosure
In connection with this One-Day Card Agreement and use of the One-Day Card, you and the Company understand and consent to our request for a consumer report as defined in the Federal Fair Credit Reporting Act, as amended, 15 U.S.C. § 1681, being obtained by us from a consumer or business credit reporting agency about the Company and each authorized user. You and the Company understand that this report may include information with respect to public record information, criminal records, motor vehicle operation history, education records, names and dates of previous employers, reason for termination of employment and work experience, and/or credit worthiness, capacity and standing, character, general reputation, personal characteristics, or mode of living, such information may be used to evaluate whether you and the Company are an appropriate candidate for transacting with us, and this determination may be adverse to you or the Company, on signing hereof and so long as there is any amount outstanding hereunder. The information obtained will not be provided to any parties other than to designated authorized representatives of us. You further understand that the credit reporting agency may not give out information about you or the Company to us without your written consent. You hereby authorize us now, or at any time while in agreement with us, that we may obtain a consumer report on you. This authorization does not include the release of any medical information. A digital acceptance, copy, fax or scan of this consent shall be considered as effective and valid as the original. You and the Company understand that in the event any adverse action is taken against you or the Company based in whole or in part of the consumer report, you or the Company shall be provided with the name of the consumer reporting agency and a copy of the report as well as a description of your rights under the Federal Fair Credit Reporting Act, as amended.
In the event that you do not pay any transactions on time, we may, in our sole and absolute discretion, without providing notice to you, report such delinquencies or defaults associated with the Credit Account to any business credit bureau as permitted by applicable laws, in addition to being responsible for our collection costs.
On request, California, Minnesota, or Oklahoma residents can obtain a copy of any consumer credit report requested by us.
On request, New York residents can be informed if a consumer credit report has been requested on you as well as the name of the agency providing the report.
Borrower and its signatories have read and understand the above and authorize us to perform the above investigations.
2.1. Payments; Daily Billing Cycle; Billing Statements
One-Day Cards have a Daily Billing Cycle. That is, we will aggregate all charges during each Daily Billing cycle and then cause the Credit Account to be settled so that it has a zero balance at the end of the same day if such day is a business day, otherwise the next business day. There is no grace period.
By using your One-Day Card, you agree and consent to pay the total due that is shown on each Billing Statement that we email to you or make available to you on the Platform. You acknowledge and agree that the entire new balance incurred during the Daily Billing Cycle is due and payable to us at the conclusion of the Daily Billing Cycle.
A Billing Statement will be electronically provided to you each day on which you have used your One-Day Card for a transaction or made a payment. We also will provide a Billing Statement to you if your Credit Account has a positive or negative balance of more than $1.00 or if a foreign transaction or other fee has been charged on that day. If none of the foregoing apply on any day, we generally will not provide a new Billing Statement to you for that day. A Billing Statement will be sent to the email address you provide when applying for your Rho Account. Your Billing Statement will show the “Account Balance” at the beginning of the day, the “Total Due” and the “Payment Due Date”, which shall be the amount due at the end of the day. The Billing Statement will also set forth an itemized list of current charges, payments and credits, and may include other important information. You will not be charged interest on your Credit Account and will not be charged any fees except as disclosed herein.
You agree to notify us of a change in your email address and/or your physical address by contacting Customer Service by logging into your Rho Account, by telephone or mail. We will deliver the billing statement to only one email address. If our emails to you bounce back or are rejected by the email server, for your protection we will immediately suspend Cards associated with your Account.
2.2. Authorization to Initiate a Payment
You hereby authorize Issuer, Rho or their respective assigns, assignees, or successors to collect any or all amounts owed under this One-Day Card Agreement by causing funds equal to the aggregate of all charges you originate during the Daily Balance Cycle to be withdrawn and transferred from your Rho Account and/or any linked account to us. You authorize us to debit your Rho Account and/or collect any or all amounts owed to us one day following any given Charge. We may use ACH pulls through the ACH network to obtain any or all amounts due to us. If we use the ACH network, such transactions will be governed by the rules established by the National Automated Clearinghouse Association (“NACHA”) for business-related ACH debits. You also authorize us to withdraw from your Rho Account and/or any linked account any past due amounts and fees that you incur hereunder.
At all times, you agree we have your authorization to make automatic and recurring payment transactions to use the Rho Services as described in the Agreement and this One-Day Card Agreement. A failure to maintain such automatic and recurring payment authorization constitutes a breach of this One-Day Card Agreement and will result in the termination of your One-Day Card.
If we are unable to automatically obtain amounts due and owing to us under this One-Day Card Agreement from your Rho Account and/or from your linked accounts, you agree to promptly, but in any case within one (1) Business Day, remit to us any and all amounts owed to us and any and all amounts past due.
You also authorize us, the Issuer, or their respective assigns, assignees, or successors to obtain funds from your Rho Account or any linked account, without providing notice to you, on any date and at any time, in our sole discretion, when the total balance in your Rho Account or linked accounts is less than the balance minimum required by our underwriting criteria. You authorize us to obtain such funds in the event your Company does not meet or no longer meets our underwriting or credit requirements.
YOU AGREE AND UNDERSTAND THAT OBLIGATIONS UNDER THIS AGREEMENT ARE SUBJECT TO A CROSS-GUARANTEE FROM YOUR AFFILIATES, AS SET FORTH BELOW IN SECTION 17 BELOW.
All payments owed to us under this One-Day Card Agreement shall be paid by you in U.S. dollars.
Right to Cure: Any error by Rho with respect to the processing of Credit Accounts may be cured and you hereby provide us with such right to cure within a commercially reasonable time. In curing, or attempting to cure, we may credit or refund you in the amount of the error.
2.3. Collections
All amounts due to us must be paid on the daily due date on any day for which there is a Charge. If you do not pay the full amount due to us on the due date, we may attempt to collect the unpaid amounts owed to us from your Rho Account or any of your linked accounts. We may attempt to collect the unpaid amounts owed in part or in full. The collection of any of our unpaid amounts from you will not in any way constitute our waiver of rights or entitlement to legal remedy against you.
You will not incur any interest charges on purchases made with the One-Day Card associated with the Credit Account if the account is paid in full and on time at the end of each Daily Billing Cycle and there are no existing breaches under this One-Day Card Agreement.
You authorize and consent to us collecting or debiting any amounts owed to us from any joint account you own or have title to at Rho. We may exercise this right directly against the Company, its subsidiaries, affiliates, assignees, successors, or assigns to benefit us in our capacity as a creditor and servicer, as well as any other creditors who may be entitled to the legal seizure of the Company’s assets.
In the event of default under this One-Day Card Agreement, we shall have, to the fullest extent permitted by law, the right to set off and apply any and all deposits, against the Company’s Obligations, whether such deposit account is held by Rho, with or without providing notice to you.
We may require you to pay the full amount owed to us if you breach this One-Day Card Agreement or the Agreement. All costs and expenses, including legal fees and collection fees, and interest related thereto will be your responsibility to pay.
2.4. Fees
You are responsible for paying the fees. At any time, in our sole and absolute discretion, subject to applicable law, we may determine a fee and change such fee. We may charge fees in connection with the Rho Services, providing advances, transaction fees (including up to 1% of the transaction amount on foreign transactions), usage fees, late or failed payment fees, or fees in connection with the misuse of the Rho Services. Fees are not limited to the aforementioned list and we reserve our right to charge additional or other fees.
You acknowledge and agree that all delinquent payments due and outstanding after the payment due date may be subject to a late fee penalty of three percent (3%) of the delinquent payment balance for each month that the balance remains unpaid for up to six (6) months.
We reserve the right to charge clients all fees associated with the collection of any past due amount. Those fees include but are not limited to all collection costs, reasonable attorneys’ fees, court costs and all other expenses permitted by applicable laws.
3.1. Severability
Any term or provision of this One-Day Card Agreement that is determined to be invalid by a court of competent jurisdiction or prohibited by applicable law, that term or provision will be severed from the rest of this One-Day Card Agreement without invalidating the remainder of either the affected provision or this One-Day Card Agreement.
3.2. Not Chattel Paper
This One-Day Card Agreement, and any provision herein, does not constitute “electronic chattel paper” (as such term is defined in the UCC).
3.3. Electronic Signature
A signed copy of this One-Day Card Agreement or any other ancillary agreement transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this One-Day Card Agreement or such other ancillary agreement for all purposes.
3.4. Governing Law
This One-Day Card Agreement and the Cards shall be governed by and construed in accordance with federal law, and, to the extent not preempted, the substantive laws of the State of New York, without regard to the conflict of law principles thereof.
This One-Day Card Agreement is an addendum to the Agreement. In the event of any inconsistency between this One-Day Card Agreement and the Agreement, you agree and acknowledge that this One-Day Card Agreement shall apply.
The following terms shall have the meanings indicated below:
“Billing Statement” means the record prepared by us that reflects activity for the Cards issued to Company listing all Charges, fees, fines, refunds, payments or other amounts owed or credited to your Rho Account during each Daily Billing Cycle.
“Card(s)” means physical or virtual payment cards issued by Issuer and managed through your Rho Account.
“Card Networks” means the payment card networks that facilitate transactions, including Visa or Mastercard, between merchants or sellers and the Issuer.
“Charge” means a payment for goods or services made to a merchant or seller that accepts payments on or through the applicable Card Network.
“Chargeback” means a disputed Charge that is authorized and unresolved, initiated against a merchant or seller by you.
“Credit Account” means your Company’s account with Rho in connection with this One-Day Card Agreement and provides you with access to the Rho Services and Cards. Issuer means Webster Bank, N.A., which is responsible for issuing the Card(s) to you.
“Daily Billing Cycle” means the specific, recurring time period between the last statement closing to the next statement closing.
“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable by the Company under this One-Day Card Agreement.
This agreement (“Extended Card Agreement”) governs the use of your Rho Extended Corporate Credit Card (“Card”) issued by Webster Bank, N.A., an FDIC-insured national bank (the “Issuer”), which provides you with a credit period of more than one day, and outlines the responsibilities of the Company and our responsibilities. Use of the Card constitutes the Company’s acceptance of this Card Agreement. This Extended Card Agreement may be updated by us at any time in our sole and absolute discretion.
Please read this Extended Card Agreement in its entirety and keep it for your records. In this Extended Card Agreement, the words “you,” “your,” “yours,” mean the business agreeing to this Extended Card Agreement (the “Company”), including each officer, employee, agent, or representative that is authorized by the Company to use the Card issued hereunder (each, a “Cardholder”). The Card may be used for business purposes only. The words “Rho,” “we,” “us,” “our,” and “ours,” means Webster Bank, N.A. or the program manager, Under Technologies, Inc., dba Rho Technologies, or their successors, affiliates and assigns, as the context may dictate.
Acceptance of this Extended Card Agreement through the use of your Card authorizes and directs us to authorize initiated transactions and to ultimately debit your linked Rho Account (as defined in the Agreement) or other linked account(s) to settle the amounts owed to us during a Billing Cycle for such authorized transactions (“Charges”) and for the use of the Rho Services, including but not limited to our applications and financial products and tools. This may include fees and fines as set forth in the Agreement or this Extended Card Agreement, as may be amended from time to time.
Company represents that all authorized Users acknowledge, understand and will comply with the obligations set forth herein, as well as any other applicable agreements, including the Agreement.
Capitalized terms that are not defined in this Extended Card Agreement have the definitions provided in the Agreement.
1.1. Issuer Card Terms
Cards are issued solely by the Issuer, Webster Bank, N.A. Issuer is the creditor responsible for funding your Charges that result from the use of your Card. This Extended Card Agreement governs your use of the Cards. You may only use the Cards if you agree to the terms set forth in this Extended Card Agreement and the terms and conditions applicable to opening an account with the Issuer.
We and/or the Issuer may, at any time, update this Extended Card Agreement. We may provide notice to you if we or the Issuer do. Your continued use of the Cards shall constitute your acceptance of this Extended Card Agreement.
1.2. Credit Account Integration
Subject to the Agreement, Company hereby authorizes us to integrate the Credit Account opened hereunder with the Rho Account, as such term is defined in the Agreement, so that the Company authorizes and consents to (i) information concerning the Credit Account be accessible in the Company’s Rho Account and vice versa and (ii) payments or repayments of any debit or credit advances may be made directly from the Rho Account to the Credit Account at the discretion of us or the Issuer. You authorize that each debit from your Rho Account, or any other linked account you use to make payments to us or the Issuer, may be made based upon automatic transfer payment, ACH consent, or by any other means we may deem convenient or appropriate in our sole discretion.
1.3. Spending Limitation
All advances or extensions of credit provided to you in connection with this Extended Card Agreement are uncommitted. We set the spending limit for you and determine our underwriting criteria. Your spending limit shall be established by us and depend on several factors including, but not limited to the industry the Company is engaged; spending volume; the nature of the Company’s business; the length of time the Company has been in business; and the Company’s revenue and cash, amongst others. At any time, we may, in our sole and absolute discretion, determine that Company does not satisfy our underwriting criteria requirements or that Company does or may impose unacceptable credit risks, compliance risks, reputational risks, and/or other risks to us or to our investor(s), funding source(s), and/or partner(s).
At any given time, the Company shall have one aggregate dollar spending limit, regardless of how many Cards can access your Credit Account. At no time shall we be required to disclose the spending limit to you. However, we may provide guidance to you and provide you with information about the spending limit. In our sole and absolute discretion, we may modify or change the spending limit at any time, at a frequency of our own choosing, with or without providing any notice to you. We reserve the right to reduce your spending limit to zero dollars at our sole discretion.
The spending limit we establish for the Company is a spending limit that applies to all Billing Cycles in the aggregate and to the Company as a whole, including all Cards associated with or in connection with the Credit Account. The amount of spending limit available to you shall be offset and reduced by the outstanding Charges and advances made in the current Billing Cycle and prior Billing Cycle, collectively, to the extent that such Charges and advances have not been paid in full. The sum of all Company’s Obligations must, at all times, be less than the spending limit.
If Company’s Obligations, at any time, exceeds the Company’s spending limit determined by us, or you have otherwise breached this Extended Card Agreement, we reserve the rights to declare that all such Company’s Obligations be immediately due and payable to satisfy such Company’s Obligations in full, as permitted by this Extended Card Agreement and applicable law.
We reserve the right, in our sole discretion to limit, freeze, suspend or terminate your Credit Account or Rho Account or restrict access to said accounts. We may also debit your Rho Account, or any other linked account, for any amounts owed to us at the time of such action.
We may hold, freeze, or temporarily suspend your ability to use your Card when the Card is used for a transaction where the final amount or cost of the transaction is unknown at the time of authorization. These transactions typically include the purchase at restaurants; hotel; and rental car companies). We may also place a hold on funds held in your Rho Account during this time. If a hold is placed on the funds held in your Rho Account, it may be in the amount less, than, equal to, or higher than the actual or final Charge against you.
Before you, or the Company, is issued a Card, you agree to provide us with true, accurate, correct, and the most up-to-date financial statements, and such other financial information about the Company that we may reasonably request (“Requested Financial Information”). Requested Financial Information includes but is not limited to the most up-to date profit and loss statement(s), balance sheet(s), and financial or such other information in connection with the Company’s, its owned affiliates, subsidiaries, and/or parent companies.
You authorize us to access at this time, and on a continuing basis, the Company’s accounting platform and bank information for underwriting and credit risk monitoring purposes. If you do not provide us with access to the Company’s accounting platform, or if the Company does not use an accounting platform which is accessible to us, you agree to send us, by electronic means, Requested Financial Information each month, no later than the thirtieth (30th) day of the following month. In addition to the foregoing, we may also require you to promptly provide us with Requested Financial Information at any given time.
The Company’s spending limit with us may, in our sole discretion, be decreased if we do not have access to the Company’s Requested Financial Information on a timely basis. Notwithstanding any other provision in this Extended Card Agreement, except as provided by law, you may be held liable for consequential, incidental, special, or exemplary damages for your failure to provide Requested Financial Information.
1.4. Control of Credit Account
Authorized Administrators may set specific controls for and limits for Users through your Rho Account. Under no circumstance may Administrators or Users, either on their own or collectively, exceed the spending limit established by us for the Company.
1.5. Card Requests
Persons who are authorized by the Company may use the Card. The Card may not be used by unauthorized persons. Administrators may request Cards for themselves, if authorized, and other Users through your Rho Account. One Card may be issued per one person and multiple Cards may not be issued to one person, unless authorized by the Company.
Any time a Card is requested for a User, the Administrator must provide us with information about the User. The information required to request and receive a Card for a User includes but may not be limited to the User’s full legal name; full date of birth; personal residence address; and contact information.
After we process a User’s information, we may, in our sole discretion, issue the User a Card. The card may be issued in physical or virtual form. After Cards are issued, they may be managed through the Company’s Rho Account. The Company is responsible for securing Cards and account information (including Card, Rho Account, and Credit Account numbers, security codes and passwords). The Company is responsible for any and all of the User’s transactions.
The Company shall create a procedure to ensure that the information is protected from unauthorized persons or individuals who are not entitled to such information and that Company shall take steps to prevent the exposure of such information.
1.6. Card Transactions
Cards may only be used for authorized and bona fide business-related transactions. You are responsible for all such transactions and the individuals in the Company who are authorized to use Cards and you are responsible to inform and explain to Users the scope of transactions and activities Users are permitted to engage any time Users use the Card. You are also responsible for implementing protections and controls designed to protect the Card from unauthorized or prohibited use. Any time the Card is used by any individual, you are responsible for the use of the Card, provided that you provided the individual with access to the Card.
We, the Issuer, Third-Party Service Providers, or the Card Network may, at any time, without providing notice to you, decline or reverse charges for any reason. You agree to hold us, the Issuer, Third-Party Service Providers, and the Card Network harmless for any losses, harm, or damages caused by any Charges that are declined or reversed.
Unless prohibited by applicable law, or otherwise provided in accordance with any liability waiver program provided by the Card Network (the “Card Network Liability Waiver Program”), you agree as follows:
The Company will not be liable, however, for any unauthorized use that occurs after we receive notice of suspected unauthorized use. For purposes of this Extended Card Agreement, “unauthorized use” refers to any transaction by a person, other than the User to whom the relevant Card, if any, was issued, who was not authorized to use such Card by either such User or you and from which transaction neither the User nor the Company receives any direct or indirect benefit. Unless we have received notice and canceled the Card, use of a Card by a User at any time, even if the User is no longer associated with or employed by you, does not constitute unauthorized use. You agree that you will not impose any liability on any User for unauthorized use of any Card in excess of the amount permitted under Regulation Z of the Consumer Financial Protection Bureau, 12 C.F.R. Part 1026, as amended.
If a Card is used to effect a purchase in a foreign currency, we will convert the transaction into a U.S. dollars amount based on the exchange rate on the day we settle the transaction, plus any special currency exchange charges that may be imposed by us, the Card Network and/or by any third-party used to complete the transaction. The exchange rate applied to each such transaction is (1) a rate selected by the Card Network from the range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate the Card Network itself receives, or (2) the government-mandated rate in effect for the applicable central processing date. Because of the special charges and possible differences in exchange rates between the time we settle and the time you initiated the transaction, the total charge for a foreign transaction may be less than or greater than the transaction at the time it was made. You agree to pay all foreign transaction fees imposed by us, and all international transaction fees and/or special charges that may be imposed by the Card Network and/or by any third-party used to complete the transaction.
1.7. Notify Us if your Card is Lost or Stolen
The Card is a commercial credit card and does not provide consumer protections for lost or stolen credit cards or unauthorized transactions. Company shall immediately notify us if any unauthorized person obtains access to a Card or initiates an unauthorized transaction. If a Card is lost, misplaced or stolen or if you think someone may be using your Card or Credit Account without your permission, you must notify us IMMEDIATELY by emailing clientservice@rho.co. Do not use the Card or Credit Account after you notify us, even if the Card is found or returned. You will not be liable for any unauthorized use that occurs after you notify us; however, you must identify the charges on your monthly statement that you or any authorized Users did not make. Until you report a Card as lost or stolen or report an unauthorized transaction on a Card, Company is fully responsible for all transactions, even if the Card is lost, misplaced, stolen or used for unauthorized transactions.
1.8. Disputes
We are not responsible for tracking or monitoring your Charges, expenses or transactions, although we may do so for the purpose of complying with applicable federal or state law. You and the Company are responsible for tracking Charges, expenses and transactions and reviewing Periodic Statements which we provide to you. You are responsible for seeking and identifying any Charges that are unauthorized, suspicious, or seek to dispute. For unauthorized Charges, you may contact us and we will investigate.
Process: If you would like to dispute a Charge, transaction, or expense, you should first contact or attempt to contact the merchant to resolve the dispute. If you and the merchant do not settle the dispute or if the dispute is not resolved, you may initiate the Chargeback process through your Rho Account or contact us. If an investigation is initiated, we will review and make a determination as to whether a full or partial refund will be issued There are existing procedures established by the Card Network for resolving disputes. These procedures could require you to document or provide details about the Charge or transaction. You hereby acknowledge, understand, and accept that a Charge, Chargeback, and disputed charges are subject to the Card Network rules and regulations and we may be limited and restricted to those rules and regulations in our investigation and dispute settlement process.
Any Charges in connection with a dispute are subject to collection on the payment date if the dispute has not yet been resolved. A Chargeback resolved in your favor that result in a partial or whole refund will be credited to your Rho Account on following or future statement(s). In the event you do not pay the Charge, expense, or transaction on the due date while the investigation for the dispute is in progress or when resolution is pending, you agree that we may suspend or freeze your Rho Account or Credit Account, impose fees, reduce the spending limit, and/or reduce or eliminate your spending limit, and we may also, within our sole discretion, declare the Company’s Obligations be immediately due and payable to us and without notice, debit your Rho Account or any other linked account amounts required to satisfy Company’s Obligations in full, as permitted by this Extended Card Agreement and applicable law.
1.9. Prohibited Activity and Restrictions
At this time, Cards may not be used for business activities in connection with or relating to Afghanistan, Angola, Burundi, Central African Republic, Chad, Democratic Republic of Congo, Cuba, Egypt, Equatorial Guinea, Eritrea, Ethiopia, Guinea, Guinea-Bissau, Haiti, Iran, Iraq, Laos, Lebanon, Libya, Mali, Mauritania, Myanmar, Nicaragua, Niger, Nigeria, North Korea, Palestine, Russian Federation, Somalia, South Sudan, Sudan, Syria, Ukraine, Venezuela, Yemen, Zimbabwe or the Crimea, Donbas or Luhansk regions of Ukraine, or any other country or territory that is or becomes subject to U.S.-based sanctions. Moreover, you may not use the Card for business activities that are subject to sanctions, restrictions, or embargoes administered by the United Nations, the European Union, the State Secretariat for Economic Affairs of Switzerland, or the Swiss Directorate of International Law, the U.S. Treasury’s Office of Foreign Assets Control, H.M. Treasury of the United Kingdom, the Hong Kong Monetary Authority, or the Monetary Authority of Singapore. This includes, in particular, business activities involving or providing benefits to persons, entities or other parties that are (i) governments of restricted countries, (ii) located, domiciled, resident or incorporated in a restricted country, (iii) subject to any sanctions or named on any sanctions lists administered by one of the aforementioned bodies, or (iv) owned or controlled by persons, entities or other parties referred to in (i) to (iii).
You may not use the Card, directly or indirectly, for payments to any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain, or direct business or obtain any improper advantage in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.
You agree to only use the Cards for the business or commercial purposes of the Company only and not for (i) personal, family, or household purposes, (ii) the purpose of purchasing or carrying margin stock or margin securities within the meaning of Regulations U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224, (iii) any restricted transaction as defined in the Unlawful Internet Gambling Enforcement Act of 2006 and Federal Reserve Board Regulation GG (12 C.F.R. Part 233) including, without limitation, those in which credit, electronic fund transfers, checks, or drafts are accepted by gambling businesses in connection with the participation by others in unlawful Internet gambling, or (iv) any other unlawful purposes, including the purchase of goods or services prohibited by applicable law or regulations. You agree to instruct all Users about these limitations. We have no obligation to independently confirm your compliance before authorizing a transaction.
1.10. Representations
You represent that you and the Company are not classified or qualify as one or more of the following: (i) Persons who appear on the U.S. Department of the Treasury’s Office of Foreign Assets Control, Specially Designated Nationals List or any other government-issued sanctions list; (ii) Persons who are less than 18 years of age (or the age of majority in the state in which your business is located); (iii) Persons, or their Affiliates who have procured services from Rho and have been terminated for cause by Rho; and (iv) consumers using the Card for individual, family or household purposes. You represent that the Company is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, and all the rules and regulations promulgated thereunder. You or the Company are not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in the Code and regulations promulgated thereunder. You represent that the Company’s entry into this Extended Card Agreement and performance hereunder shall not place the Company in breach of any of its obligations to third parties, and that the Company is not in or expects to be in default with respect to any lender, creditor, or other third parties. You represent that the Company or any of its affiliates, principals, officers or directors are not parties to any litigation or government investigation, whether ongoing or otherwise nor are or have any of them been party to any insolvency or bankruptcy proceedings in any jurisdiction at any such time or at any time during the past ten (10) years.
1.11. Credit Report Disclosure
In connection with this Extended Card Agreement and use of the Card, you and the Company understand and consent to a consumer report as defined in the Federal Fair Credit Reporting Act, as amended, 15 U.S.C. § 1681, being obtained by us from a consumer or business credit reporting agency about you and each authorized user. You and the Company understand that this report may include information with respect to public record information, criminal records, motor vehicle operation history, education records, names and dates of previous employers, reason for termination of employment and work experience, and/or credit worthiness, capacity and standing, character, general reputation, personal characteristics, or mode of living, such information may be used to evaluate whether you and the Company are an appropriate candidate for transacting with us, and this determination may be adverse to you or the Company, on signing hereof and so long as there is any amount outstanding hereunder. The information obtained will not be provided to any parties other than to designated authorized representatives of us. You further understand that the credit reporting agency may not give out information about you or the Company to us without your written consent. You hereby authorize us now, or at any time while in agreement with us, that we may obtain a consumer report on you. This authorization does not include the release of any medical information. A digital acceptance, copy, fax or scan of this consent shall be considered as effective and valid as the original. You and the Company understand that in the event any adverse action is taken against you or the Company based in whole or in part of the consumer report, you or the Company shall be provided with the name of the consumer reporting agency and a copy of the report as well as a description of your rights under the Federal Fair Credit Reporting Act, as amended.
In the event that you do not pay any transactions on time, we may, in our sole and absolute discretion, without providing notice to you, report such delinquencies or defaults associated with the Credit Account to any business credit bureau as permitted by applicable laws, in addition to being responsible for our collection costs.
On request, California, Minnesota, or Oklahoma residents, can obtain a copy of any consumer credit report requested by us.
On request, New York residents can be informed if a consumer credit report has been requested on you as well as the name of the agency providing the report.
Borrower and its signatories have read and understand the above and authorize us to perform the above investigations.
2.1. Statements
We will provide you with a Periodic Statement. The Periodic Statement will include all amounts owed by you during the applicable period including but not limited to Card transactions, Charges, fees, refunds, and if applicable, that have been debited from your Rho Account. It is your responsibility to promptly review your Periodic Statement and promptly notify us when you believe or have reason to believe there are errors, inconsistencies, suspicious activity, or disputes. Subject to the procedure in Section 1.7 and applicable Card Network rules and regulations, we will cooperate with you and assist in resolving disputes with the Card Network and any applicable third parties. Your failure to communicate with us about any errors, inconsistencies, suspicious activities or disputes constitutes a waiver to exercise your rights associated or in connection with the aforementioned.
Periodic Statements in connection with the Card will be available to you on a monthly basis, unless otherwise specified by us. You agree and consent to us automatically debiting your Rho Account or any other linked account for all amounts owed at the end of each Billing Cycle (as specified in the Periodic Statement). We may also debit your Rho Account for all amounts before the due date if the due date is to be on a U.S. holiday or weekend, Saturday or Sunday. You may also make payments to us in advance, prior to the due date, without incurring any penalty or fee, at any time. Additionally, we may, but are not required to accept payment by ACH or wire from an account that is not held at Rho. If pre-payment is made prior to when the full amount is due, your Rho Account will reflect any and all credits due to you after we receive the payment. You agree to maintain a sufficient balance to satisfy the debit of all charges.
2.2. Authorization to Initiate a Payment
PLEASE READ THIS SECTION CAREFULLY.
You hereby authorize Issuer, Rho or their respective assigns, assignees, or successors to collect any or all amounts owed under this Extended Card Agreement by debiting funds from your linked Rho Account and/or other linked accounts, which are or once were linked to your Credit Account. Such linked accounts may include accounts held at banks, credit unions, or other financial institutions. We may use ACH pulls through the ACH network to obtain any or all amounts due to us. If we use the ACH network, the debits will be governed by the rules established by the National Automated Clearinghouse Association (“NACHA”) for business-related ACH debits.
At all times, you agree we have your authorization to make automatic and recurring payment transactions to use the Rho Services as described in the Agreement and this Extended Card Agreement. A failure to maintain such automatic and recurring payment authorization constitutes a breach of this Extended Card Agreement and can result in the termination of your Card.
If we are unable to automatically obtain amounts due and owing to us under this Extended Card Agreement from your Rho Account and/or from your linked accounts, you hereby agree to promptly, but in any case within one (1) Business Day, remit to us any and all amounts owed to us and any and all amounts past due.
You also authorize us, the Issuer, or their respective assigns, assignees, or successors to obtain funds from your Rho Account or any linked account, without providing notice to you, on any date and at any time, in our sole discretion, when the total balance in tour Rho Account or linked accounts is less than the balance minimum required by our underwriting criteria. You authorize us to obtain such funds in the event your Company does not meet or no longer meets our underwriting or credit requirements.
All payments owed to us under this Extended Card Agreement shall be paid by you in U.S. dollars.
Right to Cure: Any error by Rho with respect to the processing of debits may be cured and you hereby provide us with such right to cure within a commercially reasonable time. In curing, or attempting to cure, we may credit or refund you in the amount of the error.
2.3. Collections
All amounts due to us should be paid by the due date, or earlier as otherwise permitted by this Extended Card Agreement and applicable law. If you do not pay the full amount due to us on the due date, we may attempt to collect the unpaid amounts owed to us from your Rho Account or any of your linked accounts. We may attempt to collect the unpaid amounts owed in part or in full. The collection of any of our unpaid amounts from you will not in any way constitute our waiver of rights or entitlement to legal remedy against you.
You will not incur any interest charges on purchases made with the Card associated with the Credit Account if the account is paid in full and on time at the end of each Billing Cycle and there are no existing breaches under this Extended Card Agreement.
You authorize and consent to us collecting or debiting any amounts owed to us from any joint account you own or have title to at Rho. We may exercise this right directly against the Company, its subsidiaries, affiliates, assignees, successors, or assigns to benefit us in our capacity as a creditor and servicer, as well as any other creditors who may be entitled to the legal seizure of the Company’s assets.
In the event of default under this Extended Card Agreement, we shall have, to the fullest extent permitted by law, the right to set off and apply any and all deposits, against the Company’s Obligations, whether such deposit account is held by Rho, with or without providing notice to you.
We may require you to pay the full amount owed to us if you breach this Extended Card Agreement or the Agreement. All costs and expenses, including legal fees and collection fees, and interest related thereto will be your responsibility to pay.
2.4. Fees
You are responsible for paying fees. At any time, in our sole and absolute discretion, subject to applicable law, we may determine a fee and change such fee. We may charge fees in connection with the Rho Services, providing advances, transaction fees (including up to 1% of the transaction amount on foreign transactions), usage fees, late or failed payment fees, or fees in connection with the misuse of the Rho Services. Fees are not limited to the aforementioned list and we reserve our right to charge additional or other fees.
You acknowledge and agree that all delinquent payments due and outstanding after the payment due date may be subject to a late fee penalty of three percent (3%) of the delinquent payment balance for each month that the balance remains unpaid for up to six (6) months.
We reserve the right to charge clients all fees associated with the collection of any past due amount. Those fees include but are not limited to all collection costs, reasonable attorneys’ fees, court costs and all other expenses permitted by applicable laws.
3.1. Severability
Any term or provision of this Extended Card Agreement that is determined to be invalid by a court of competent jurisdiction or prohibited by applicable law, that term or provision will be severed from the rest of this Extended Card Agreement without invalidating the remainder of either the affected provision or this Extended Card Agreement.
3.2. Not Chattel Paper
This Extended Card Agreement, and any provision herein, does not constitute “electronic chattel paper” (as such term is defined in the UCC).
3.3. Electronic Signature
A signed copy of this Extended Card Agreement or any other ancillary agreement transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Extended Card Agreement or such other ancillary agreement for all purposes.
3.4. Governing Law
This Extended Card Agreement and the Cards shall be governed by and construed in accordance with federal law, and, to the extent not preempted, the substantive laws of the State of New York, without regard to the conflict of law principles thereof.
This Extended Card Agreement is an addendum to the Agreement. In the event of any inconsistency between this Extended Card Agreement and the Agreement, you agree and acknowledge that this Extended Card Agreement shall apply.
The following terms shall have the meanings indicated below:
“Billing Cycle” means the specific, recurring time period between the last statement closing to the next statement closing.
“Card(s)” means physical or virtual payment cards issued by Issuer and managed through your Rho Account.
“Card Networks” means the payment card networks that facilitate transactions, including Visa or Mastercard, between merchants or sellers and the Issuer.
“Charge” means a payment for goods or services made to a merchant or seller that accepts payments on or through the applicable Card Network.
“Chargeback” means a disputed Charge that is authorized and unresolved, initiated against a merchant or seller by you.
“Credit Account” means your Company’s account with Rho in connection with this Extended Card Agreement and provides you with access to the Rho Services and Cards.
“Issuer” means Webster Bank, N.A., which is responsible for issuing the Card(s) to you.
“Periodic Statement(s)” means the record prepared by us that reflects activity for the Cards issued to Company listing all Charges, fees, fines, refunds, payments or other amounts owed or credited to your Rho Account during each Billing Cycle.
“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable by the Company under this Extended Card Agreement.
This agreement (the “Service Agreement”) sets forth the terms and conditions governing each of Under Technologies, Inc., dba Rho Technologies, and you in connection with providing the Treasury Management Service (the “Service”). As used in this Service Agreement, the terms “we,” “our,” “us,” “Bank” and “Rho” mean Under Technologies, Inc., dba Rho Technologies, its subsidiaries, affiliates, directors, employees, agents, networks, applications, mobile applications, other services provided by us, as well as our Platform at https://rho.co. The words “you,” “your,” “yours,” means the Company signing this Service Agreement, including each officer, employee, agent or representative that is authorized by the Company to open a Rho Treasury Account.
“Treasury Management Account” as used in this Service Agreement, means an established business relationship whereby Rho and The American Deposit Management Company (“ADM”), provide services, including but not limited to, the opening and maintenance of a treasury management account(s). The Treasury Management Account is a “linked account” as used in other agreement(s) you may have with Rho.
To enable this Service, we partner with The American Deposit Management Company (“ADM”). Your funds in the Rho Treasury Management Account will be placed, managed, and/or directed by ADM with select depository institutions eligible for deposit insurance from the Federal Deposit Insurance Corporation or share insurance from the National Credit Union Administration. Deposits in the Rho Treasury Management Account are held by a deposit network of more than 300 FDIC-insured banks and NCUA-insured credit unions listed on Schedule A (which may be updated from time to time) and are eligible for federal deposit insurance from the FDIC through such banks and NCUA through such credit unions in an amount currently up to $250,000 per institution, per account type.
Interest in the Treasury Management Account is earned on a variable basis. Your funds will be managed and placed by ADM, a third party. ADM will use reasonable discretion to place funds in multiple financial institutions to maximize the interest rate received on the funds while ensuring that all funds are either insured or secured. Interest will be earned by you and calculated by ADM each statement period. Each month, you will receive a financial statement that will reflect the amount of interest earned from the previous statement period; and such statement, which reflects the amount of interest earned from the previous statement period, will be provided to you no later than the twentieth (20th) day of each calendar month. Additional information about interest earned in the Treasury Management Account may be found in the Deposit Account Agency Agreement, a copy of which we will provide to you before your Treasury Management Account is opened. You may also contact us at clientservice@rho.co if you have any questions or concerns.
By opening a Rho Treasury Management Account, you agree to this Service Agreement and the terms and conditions in the Deposit Account Agency Agreement, a copy of which we will provide to you before your Treasury Management Account is opened.
Any term or provision of this Service Agreement that is determined to be invalid by a court of competent jurisdiction or prohibited by applicable law, that term or provision will be severed from the rest of this agreement without invalidating the remainder of either the affected provision or this Service Agreement.
Addendum to Rho Terms of Service
This Service Agreement is an addendum to the Agreement. In the event of any inconsistency between this Service Agreement and the Agreement, you agree and acknowledge that this Service Agreement shall apply.
If you elect to participate, this agreement, including any other guidelines, rules and additional terms referenced herein (collectively, the “Prime Treasury Agreement”), sets forth the terms and conditions governing each of Under Technologies, Inc., dba Rho Technologies, and you in connection with the online services known as Rho Prime Treasury, which includes tools for portfolio allocation (“Portfolio Services”), recommendations for brokers or securities (“Recommendations”) and discretionary investment management services in the form of an automated asset manager (the “Paid Services”) (the Portfolio Services, Recommendations and Paid Services, collectively, the “Prime Services”). As used in this Prime Treasury Agreement, the terms “we,” “our,” “us,” and “Rho” mean RBB Treasury LLC, its subsidiaries, affiliates, directors, employees, agents, networks, applications, mobile applications, other services provided by us, as well as our website at https://rho.co. As used in this Prime Treasury Agreement, the words “you,” “your,” “yours,” means the Company signing the Agreement, including each officer, employee, agent or representative that is authorized by the Company to open a Rho Prime Treasury Account.
The Prime Services are provided to you subject to this Prime Treasury Agreement. By accessing the Prime Services or on our partners’ websites through which we have hosted or otherwise made accessible the Services (“Partner Sites”), you agree to be bound by this Prime Treasury Agreement. This Prime Treasury Agreement sets out the legally binding terms with respect to your use of, and our provision of, the Prime Services.
We are an investment adviser currently registered with the SEC. Please see our Form ADV for additional information and for a discussion of the risks and conflicts of interest that may be raised by our provision of the Prime Services.
Rho Prime Treasury also provides discretionary investment management through the Paid Services. The Paid Services includes the following features:
For a full description of the Paid Services, its methodology and applicable fees see our Form ADV.
Rho Prime Treasury does not provide tax advice. When you enroll in the Paid Services, you agree that we will allocate your assets to your selected investment objective(s). In determining the appropriate portfolio options to make available to you, we take into consideration your risk tolerance, age, expected date of retirement, savings, and income level based on the information that you provide to us. The Paid Services’ investment objectives are based solely on the information that you disclose to us and any portfolio objectives you provide to us, or that we prepare on your behalf. We do not verify that the information that you provide to us is accurate. Please note that rebalancing transactions and initial purchases to align your account with your selected investment objectives may result in fees. For example, there may be additional transaction fees, redemption fees, loads, capital gains and other fees associated with the rebalanced portfolio. You may wish to consult a tax professional to review the proposed portfolio(s) selected for the Paid Services.
All securities and investments are offered by our Partner Site brokers, which are registered broker dealers and members FINRA/SIPC.
We may provide automatic alerts and voluntary account-related alerts from time to time. Automatic alerts may be sent to you following certain events of interest, such as changes made online to your Rho Prime Treasury or Partner Site account (e.g., a change in your password) or events or movements in your portfolio.
Voluntary account alerts may be turned on by default as part of the Prime Services. They may then be customized, deactivated or reactivated by you. We may add new alerts from time to time, or cease to provide certain alerts at any time in our sole discretion. Electronic alerts for a given account will be sent to the email address you have provided as your primary email address for that account. If your email address or your mobile device number changes, you are responsible for informing us of that change. Changes to your email address or mobile number will apply to all of your alerts. Because alerts are not encrypted, we will never include your password. However, alerts may include your User ID and some information about your accounts. Anyone with access to your email will be able to view the content of these alerts. At any time you may disable future voluntary alerts.
You understand and agree that any alerts provided to you through the Prime Services may be delayed or prevented by a variety of factors. We use reasonable best efforts to provide alerts in a timely manner with accurate information. However, except as otherwise provided herein, we neither guarantee the delivery nor the accuracy of the content of any alert. Furthermore, except as otherwise provided herein, you also agree that we shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.
The rules and regulations applicable to registered investment advisors under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), may require us to make certain requests of you in connection with certain types of Recommendations. In particular, we may need to provide you with additional information, ask that you acknowledge that such additional information was provided and, if required, obtain additional information from you. Rho Prime Treasury may also be subject to the regulations of state securities authorities.
You acknowledge and consent to electronic delivery of any brochure that we are required to deliver to you under the Advisers Act, including the information in Part 2 of our Form ADV, which is available here.
This Prime Treasury Agreement is an addendum to the Agreement. In the event of any inconsistency between this Prime Treasury Agreement and the Agreement, you agree and acknowledge that this Prime Treasury Agreement shall apply.