Commercial Cardholder Agreement
This Crescent Visa® Commercial Cardholder Agreement (this "Agreement"), which is made and entered into by and among, Crescent Financial, Inc., a Delaware corporation (“Crescent”), Grasshopper Bank, N.A., a national banking association organized and existing under the laws of the United States ("Bank"), and the business entity that maintains the account described herein ("Cardholder"), supplements and incorporates Grasshopper Bank’s Master Services Agreement and the Grasshopper Bank Online Banking Master Services Agreement.
By submitting an account application or by using any of Bank’s commercial deposit account services, Cardholder and anyone else identified as an owner of the Account agree to the terms in this Agreement. If there is a conflict between the terms of this Agreement and any applicable Bank agreements or Cardholder’s agreements with Crescent, the terms of this Agreement will control, unless otherwise explicitly stated.
1. Definitions
1.1. Account means the Crescent Cash commercial deposit account established and maintained by Cardholder with Bank pursuant to this Agreement and other terms and conditions agreed to with Crescent.
1.2. Card means the access device, virtual card, or token issued by Bank to Cardholder for business use only, which draws from and is repaid by the Collected Funds in the Account.
1.3. Collected Funds means funds that have been finally settled and made available in the Account according to Bank’s Funds Availability Policy.
2. Account Use and Purpose
Cardholder acknowledges and agrees that the Account is a commercial deposit account intended solely for business purposes. The Card issued by Bank to Cardholder and its authorized agents and associated with the Account may only be used to make authorized business-related purchases. Personal use of the Account or the Card is prohibited.
3. Card Issuance
3.1. Bank may issue one or more Cards to Cardholder or its authorized agents (each, an “Authorized User”).
3.2. Issuance of Cards
3.2.1. Physical Cards. Bank will issue or cause to be issued, the Card in Cardholder's name. The expiration date of the physical Card is identified on the back of the Card. The funds in the Account will not expire, regardless of the expiration date on the back of the Card. The Card is a Visa commercial card that is funded by the Account. The Card allows you to directly access your Account with Bank. The Account and Card services will be available to Cardholder while maintaining a relationship with Crescent and a banking relationship with Bank.
3.2.2. Virtual Cards. When Cardholder opens an Account, it will also receive a virtual card (“Virtual Card”) represented by a 16-digit card number, a three-digit card verification value (“CVV”) number and an expiration date. Cardholder can manage the Virtual Card using the Crescent platform at app.getcrescent.com. Bank will issue a replacement Virtual Card when it expires. The Virtual Card accesses the available funds in your Account to make card-not-present transactions anywhere Visa commercial cards are accepted in the same way as your physical Card. Functionality to add the Virtual Card to a digital wallet (see the subsection titled “Digital Wallet” below) in the same way as your physical Card is available with all commercial cards. Use of the Virtual Card is subject to the terms of this Agreement, including transaction limitations, to the same extent as your physical Card, and is referred to as Card.
3.3. Each Card will only permit and authorize transactions that draw upon Collected Funds in the Account.
3.4. Cardholder agrees to instruct all Authorized Users that the Card is for business use only and may not be used for personal, family, or household purposes. Cardholder is liable for the payment of Card transactions initiated by Cardholder or its Authorized Users.
3.5. If Cardholder gives anyone else access to a Card and for all Authorized Users, Bank will treat all transactions initiated using Cards provided for this Account as authorized by Cardholder and Cardholder will be responsible for all transactions and fees that occur.
3.6. Bank reserves the right to decline any transaction that exceeds the Collected Funds balance.
3.7. Cardholder and Authorized Users may not transfer or assign a Card to another person once it has been issued, and Bank may cancel, repossess, or revoke a Card at any time without prior notice subject to applicable law. If Cardholder or an Authorized User wants Bank to stop a payment that Cardholder or an Authorized User has made, Cardholder or an Authorized User can contact Bank to see if we have sufficient time to process the stop order request. Bank will only honor stop-payment requests from the person who authorized the transaction. Because Card transactions are often processed immediately, stopping or amending payment is difficult and Bank cannot ensure that any request you make will be effective. To be effective, Bank must receive the request in time to give it a reasonable opportunity to act. A request to stop payment must precisely identify the transaction by date, time, location, merchant (if applicable), and dollar amount.
4. Card Usage and Authorized Holds
4.1. Permitted Card Usage. Cardholder may use the Card for business purposes, to purchase goods (in person, online, or by phone), pay for services (in person, online, or by phone), get cash from a merchant, if the merchant permits, or from a participating financial institution, and do anything that a participating merchant will accept. Cardholder may use the Card to make purchases at any merchant with a point-of-sale (“POS”) device anywhere that displays the Visa, Interlink, Maestro, or Cirrus acceptance marks. Cardholder may also use the Card to make purchases without the PIN anywhere that Visa commercial cards are accepted.
4.2. Authorized Holds. When the Card is used to purchase goods or services, the merchant may attempt to obtain preauthorization for the transaction. If the merchant makes such a request, a "hold” is placed on the Account balance for the preauthorization request (which may vary in some cases from the amount of the actual purchase, depending on the merchant or purchase type), until the merchant sends the final payment amount of the purchase, even if Cardholder fails to make the purchase. When this happens, Bank’s processing system cannot determine that the amount of the hold exceeds the actual amount of the purchase. This temporary hold, and the amount charged to the Account, will eventually be adjusted to the actual amount of the purchase, but it may be up to 7 days or more transactions before the adjustment is made. During the hold period, Cardholder may not have access to the preauthorized amount in the Account. If the preauthorization request varies from the amount of the actual transaction, the actual transaction amount will be debited from the Account. Charges will be declined if they would make the Account balance become negative. Cardholder remains responsible for any balances in the Account.
4.3. Transaction Limitations. Using your Card and/or PIN (if applicable), for security reasons, you may spend at most $10,000.00 per commercial card per day). Crescent and Bank may, without notice, place additional limits on the number or total dollar value of purchases, and/or cash withdrawals that may be made with the Cards.
4.4. Foreign Transactions. The Card may be used to conduct transactions within the United States or to conduct international transactions, including, transactions conducted on international merchant websites or mobile applications accessible within the United States.
4.5. Currency Conversion and Cross-Border Transaction Fees.
If a transaction with the Card is made in a currency other than US Dollars, Visa will convert the charge into a US Dollar amount. The Visa currency conversion procedure includes use of either a government-mandated exchange rate or a wholesale exchange rate selected by Visa. The exchange rate Visa uses will be a rate in effect on the day the transaction is processed. This rate may differ from the rate in effect on the date of purchase or the date the transaction was posted to the Account. Please see the fee schedule for applicable transaction fees. The Cross-Border Transaction fee is charged on all cross-border transactions regardless of whether there is a currency conversion. A cross-border transaction is a transaction processed through the Global Clearing Management System or the Visa Debit Switch in which the country of the merchant is different from the country of the Cardholder.
4.5. Currency Conversion and Cross-Border Transaction Fees.
If a transaction with the Card is made in a currency other than US Dollars, Visa will convert the charge into a US Dollar amount. The Visa currency conversion procedure includes use of either a government-mandated exchange rate or a wholesale exchange rate selected by Visa. The exchange rate Visa uses will be a rate in effect on the day the transaction is processed. This rate may differ from the rate in effect on the date of purchase or the date the transaction was posted to the Account. Please see the fee schedule for applicable transaction fees. The Cross-Border Transaction fee is charged on all cross-border transactions regardless of whether there is a currency conversion. A cross-border transaction is a transaction processed through the Global Clearing Management System or the Visa Debit Switch in which the country of the merchant is different from the country of the Cardholder.
4.6. Returns, Refunds and Disputes.
Neither Bank nor Crescent is responsible for the delivery, quality, safety, legality or any other aspect of the goods or services you purchase using the Card. If there is a problem with a purchase that made with the Card or if there is a dispute with the merchant, the dispute must be handled directly with the merchant. If Cardholder is entitled to a refund for goods or services obtained using the Card, Cardholder agrees to accept credits to the Card for the refund and agree to the refund policy of the merchant. The amounts credited to the Card for refunds may not be available for up to 5 days from the date the refund transaction occurs.
4.7. Replacing Your Card.
Contact Crescent by email at support@getcrescent.com. Cardholder will be required to provide information, which may include the 16-digit Card number, your full name and knowledge of the Card transaction history so that Bank or Crescent may verify Cardholder’s identity before it will issue a replacement Card. If the Card has been lost or stolen, immediately disable the Card via the Crescent platform at app.getcrescent.com. Bank may cancel any Card that has been disabled for 60 days or longer.
4.8. Suspension and Cancellation.
You agree not to use the Card once it has been deactivated, revoked, suspended or canceled. Bank may also limit the use of the Card, including limiting or prohibiting specific types of transactions. To cancel the Card, email Bank at support@getcrescent.com or cancel the Card in the settings at app.getcrescent.com/cards. The cancellation of the Card privileges will not affect Cardholder’s rights and obligations under this Agreement.
4.9. Using Your Card with a Digital Wallet.
A digital wallet (“Wallet”) provides another way to make purchases with the Card. A digital wallet is a service provided by another company (such as Apple Pay, Google Pay, Samsung Pay, etc.) that allows use the Card to enter transactions where the Wallet is accepted. A Wallet may not be accepted at all places where the Card is otherwise accepted, and the Card may not be eligible for all the features and functionalities of the Wallet. Any use of the Card in or through the Wallet continues to be subject to the terms and conditions of this Agreement. Bank may terminate access to or use of the Card with a Wallet at any time and for any reason, including for violations of any of the terms or conditions of this Agreement.
To add or remove a Card from a Wallet, follow the instructions provided by the Wallet provider. If the Card is added to a Wallet, Cardholder agrees to allow Bank to share the Card information with the Wallet provider. Additional steps may be required to authenticate Cardholder before the Card is added to the Wallet. Neither Bank nor Crescent charges any fees for adding a Card to a Wallet or for using a Card in a Wallet. However, any fees and charges that would apply when the Card is used outside the Wallet will also apply when a Wallet is used to make purchases with the Card or otherwise accesses the Card. The Wallet provider and other third parties, such as wireless companies or data service providers may charge fees. The digital version of the Card in a Wallet may, in Bank’s or Crescent’s sole discretion, be automatically updated or upgraded without notice.
Neither Bank nor Crescent is the provider of the Wallet and are not responsible for providing the Wallet service or for ensuring that the Card is compatible with any Wallet service. Bank and Crescent are only responsible for supplying information to the Wallet provider to allow usage of the Card in a Wallet. Neither Bank nor Crescent is responsible for any failure of the Wallet, any mobile device used with the Wallet, or the inability to use the Wallet for any transaction. Bank and Crescent are not responsible for how the Wallet provider performs its services. Neither Bank nor Crescent controls the privacy and security of any information that may be held by the Wallet provider. If location services are enabled on your mobile device, the location of your mobile device may be collected and shared by the Wallet provider. All requests to add Cards to Wallets simultaneously provides Bank and Crescent authorization to collect, transmit, store, use, and share information about Cardholder, Cardholder’s mobile device, and Cardholder’s use of the Card in accordance with Bank’s and Crescent’s privacy policies, as amended from time to time.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY IS BANK OR CRESCENT LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM THE USE OF A WALLET, USE OF THE CARD OR VIRTUAL CARD WITH A WALLET, OR A MOBILE DEVICE.
5. Funding and Repayment
5.1. By using the Card, Cardholder hereby authorizes Crescent and Bank to automatically debit the Account as necessary to complete any purchase made with the Card. Cardholder further agrees that once an automatic debit has been initiated, Cardholder will be unable to cancel the transfer and Crescent or Bank may resubmit any such automatic debit that is returned for insufficient or uncollected funds or that is returned for any other reason, except as otherwise provided by the Automated Clearing House (“ACH”) rules or applicable law. Cardholder may be subject to third-party fees, such as insufficient fund fees, reversal fees, or ACH insufficient fund fees if your automatic debit transaction is rejected.
5.2. Cardholder agrees that the Card may be used only to the extent of available Collected Funds in the Account.
5.3. No overdrafts or credit extensions are permitted. If a transaction using the Card exceeds the available Collected Funds, the transaction will be denied.
5.4. Repayment of the Card transactions will occur through immediate debits from the Account at the time of authorization and/or settlement.
6. Limitations of Bank’s Liability
Bank will not be liable for (i) insufficient funds in your Account to make a transfer or withdrawal using the Card or otherwise, (ii) insufficient cash in an ATM, (iii) a terminal or system that is not working properly, (iv) any merchant who refuses to accept the Card, (or v) rejection by an ATM of the Card. Moreover, Bank will have no liability and will be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communications facilities, equipment failure, war, act of terror, emergency conditions, or other conditions (such as fire or flood) beyond Bank’s control.
7. Card
The Crescent Visa Commercial Card is issued by Grasshopper Bank, N.A., Member FDIC, pursuant to license by Visa International Incorporated. Visa is a registered trademark, and the circles design is a trademark of Visa International Incorporated. The Card may be used everywhere Visa is accepted.