Card Services Addendum
This Addendum governs your use of the card issuance services which enable your Users to conduct account transactions using a Card (as defined below) (the “Card Services”). Use of the Card Services is subject to all terms and conditions of this Card Services Addendum, the Agreement and your Order Form. Capitalized terms not otherwise defined herein have the meaning assigned to them under the Agreement.
1. Card Services.
As specified in your Order Form, ModernRails shall provide you the ability to issue cards to your Users as an access device to a User Account (“Cards”). Customer understands that Cards will be issued on a debit or credit BIN as specified in the Order Form, and that specific requirements may apply based on the type of BIN.
1.1
Account Services. The Cards Services are offered on the condition that you have contracted with ModernRails for the Deposit Account Services, Lending Services, Custodial Account Services, or Cash Management Account Services (collectively, “User Accounts”) to your Users.
1.1.1
User Accounts. The User shall have access via the Card to any available funds in the respective User Account.
1.2
Cards. The Card is the device by which User may make any Card Transaction, as defined below. Each Card shall be issued to a User in connection with the respective User Account(s). The Parties agree that the Cards may be issued physically or virtually, as selected in your Order Form.
1.3
Card Transactions. ModernRails shall maintain a ledger of all Card Transactions and make it available for Customer to provide to Users in its statements of Card Transactions. As used herein, “Card Transaction” means a transaction made by a User using a Card to do any of the following: (i) to make a purchase; (ii) to obtain a credit for a previous purchase; (iii)to obtain cash from a terminal or ATM; (iv) to make a bill payment or other payment to a third party; (v) to deposit funds to an account; (vi) a fee charged to a Card; or (vii) without duplication of any of the foregoing, any other transaction involving use of a Card.
1.3.1
Settlement. Card Transactions shall be settled using Users funds in its User Account. The settlement of Card Transactions shall occur in accordance with the card network rules. The Parties understand that there may be delays in the settlement of Card Transactions.
1.3.2
Withdrawal of Funds. The Cards may be used in any ATM (automatic teller machine) within the networks as specified by ModernRails from time to time to withdraw funds without any withdraw fee to the User from such network. Customer understands that Customer is liable for the ATM interchange fees, switch fees, and surcharge fees, if applicable.
1.3.3
Deposit of Funds. The Parties agree that Cards may be used in certain retailer stores within networks specified by ModernRails from time to time to deposit funds. In the case ModernRails enables deposits in ATMs, Customer understands that Card Transactions related to deposit of funds may be re-labeled and provisional credit may be reverted, once the envelopes are verified. Customer understands and agrees that Customer is liable for any provisional credits provided in relation to the Deposit of Funds, returned checks and/or negative balance due to such Deposits of Funds. Such liabilities shall be debited by ModernRails from Customer’s Reserve Account. Customer understands that Customer is liable for the ATM or retailer stores surcharge fees.
1.4
Card Issuance Fees. Customer understands and acknowledges that the fees applicable to the issuance of Cards shall be defined in the Specification Sheet. The Parties agree that will work together to define the art and specifications of the Cards to be delivered to Customer’s Users and the fee per Card issuance will reflect such requirements. The Parties also agree that Customer shall define whether issuance fees and other applicable fees, such as mailing fees, shall be paid by Customer or by Users. Customer also understands that there are fees associated with a setup fee for the program, such as a program setup fee, card network pass-through fees (including but not limited to, sub-BIN set up fees), and test card shipping, and for additional cards, press proof fee (if Customer desires press proofs) and inventory fees, and that such fees shall be funded in advance by Customer.
1.5
Card Solicitation and Distribution. Customer shall only market and distribute Cards in accordance with ModernRails Marketing Guidelines, as provided in the General Terms & Conditions of MRTC, and other requirements provided by ModernRails from time to time.
1.6
Issuance of Cards. All Card issuances shall be requested via AccelerationCloud APIs and ModernRails shall create the new Card for the User, print it and ship it directly to the User to its address on file. The Cards are blocked until User unblocks it.
1.7
PCI DSS. Customer shall at all times comply with applicable data privacy and security requirements under the PCI DSS, as they may be amended from time to time, in the case that Customer collects, uses, accesses, storages, or routes through its servers, certain card non-public personal information. If required, Customer shall also register with the appropriate card association. ModernRails may provide Customer with additional requirements related to Customer’s collection, usage, storage or routing of the card data, as may be defined in your Specification Sheet or further notices, if an update is needed. Customer must provide ModernRails with documentation demonstrating Customer’s PCI compliance upon request. If ModernRails is unable to validate Customer’s PCI compliance, ModernRails may suspend the Card Services provided herein. The Parties also agree that Customer may not need to comply with PCI DSS if Customer does not have access to card non-public personal information and routes it from AccelerationCloud APIs directly to the User’s device, including, but not limited to, the display of the virtual Card to the User.
1.8
Termination of Cards. Customer acknowledges that Cards will be subject to cancellation at any time by ModernRails, in accordance with the Card Agreement, as defined below, or as required by applicable law and integration requirements, or, on a case-by-case basis, where ModernRails believes, at its sole discretion, that a User is using the Card for fraudulent, illegal or suspicious purposes or as otherwise detailed in the Card Agreement.
1.9
Card Complaints. ModernRails shall handle directly any consumer complaints or inquiries related to the Cards and/or its use. The Parties agree and understand that ModernRails’ contact information shall be included in any Customer Application page or section that relates to the Cards and in the Card itself. The Parties understand that the handling of Cards complaints, inquiries and disputes are a material aspect of the Card Services, and any breach of this provisions shall be considered a material breach of contract.
1.9.1
Customer Obligations. In case Customer is contacted directly by the User in connection to any issue related to Card, Customer shall direct the User to ModernRails, with the content of the consumer complaints or inquiries received by Customer, relating to the Card and/or its use will as soon as practicable, but, in any case, in no later than one (1) business day. Such report will include the User ID and Node ID of the complaining User, a brief summary of the User’s complaint, and the date upon which such complaint or inquiry was received. ModernRails will then proceed with direct communication with the User.
1.9.2
Disputes. In the case of Card Transaction dispute, ModernRails shall handle all Card disputes. Customer shall integrate the Card Dispute API to allow Users to dispute transactions directly. In case Users contact Customer directly, Customer shall provide ModernRails dispute form to the User and have it delivered to ModernRails in no later than one (1) business day from the date the User delivered the filled-out form to Customer. Supported documentation may be required but shall not delay the dispute procedure. ModernRails shall submit the dispute to review and inform Customer of its resolution. ModernRails shall handle the dispute procedures directly with the Users.
1.9.3
Resolution. Customer shall resolve, via the Workspace and the APIs, any issue that restricts the User’s access to their funds within one (1) business day from the receipt of an inquiry by the User.
1.9.4
Disputes Threshold. Customer understands that any dispute in an amount of $25.00 or less shall not be submitted to the financial institutions for chargeback process and User’s provisional credit shall be final. Customer understands and agrees that Customer shall be liable for any provisional credit, final credit, chargeback or negative balance due to card disputes. Such liabilities shall be debited by ModernRails from Customer’s Reserve Account.
2. Transaction Decisioning and Instant Auth.
If selected in your Order Form, ModernRails shall provide you with the Transaction Decisioning and Instant Auth Services as provided herein. These Services enable Customer to (i) receive real-time information related to card transactions attempted by Users; (ii) authorize or deny a transaction; and (iii) decide from which User or Customer account will funds for such payment will be withdrawn.
2.1
Messaging. If Transaction Decision and Instant Auth Services are enabled, Customer should subscribe to the specific Webhooks related to these Services. Once a User attempts to make a purchase on a point of sale, if the User has enough funds in the account linked to the Card and passed the Compliance Checks, Customer will receive the transaction information, with amount, merchant code (“MCC”) and merchant ID (“MID”), as provided by the card network.
2.2
Decisioning. Customer shall build the logic to verify the MCC and MID and decide whether to approve or not the transaction as intended by the User. Customer shall have one (1.00) second to decide if the transaction shall be authorized or not once ModernRails sends the Webhook with the transaction description. If Customer does not provide the API call with its decision after this time has passed, the transaction will be authorized.
2.3
Funding. The Services also allow for Customer to select the account that will be funding the Card Transaction. Customer shall be liable to ModernRails and to Users for all decision related to from which User Account the funds will be withdrawn to pay for the transaction. Customer shall have in place agreements with its Users that allow for Customer to decide the funding of a transaction.
2.4
API Documentation. Customer shall comply with AccelerationCloud API Documentation at all times. If ModernRails concludes, at its sole discretion, that Customer is not compliant with the API Documentation or these terms, ModernRails may suspend or revoke the Transaction Decisioning and Just-in-time Funding services until Customer can show compliance.
2.5
Customer Liability. Customer understands and acknowledges that Customer is liable to Users and regulators, if that is the case, for errors in transaction decisioning process, the withdrawal from the wrong User Account and the lack of timely decision. Customer shall also indemnify ModernRails for all and any claims related to such errors.
3. Automatic Billing Updates.
If enabled by ModernRails, Users shall have the ability to access the Automatic Billing Update (“ABU”) services. The ABU services provide notifications to participant merchants of a User’s updated Personal Account Number (“PAN”) and expiration date.
3.1
Customer controls. Customer understands that, in case Customer desires to give access to such services to its Users, Customer shall enable the use of the ABU services in its controls.
4. Cards Disclosures, Statements, and E-SIGN.
4.1
Card Agreements. ModernRails shall provide to Customer the applicable User Card Agreements governing the use of the Card (“Card Agreements”), and Customer shall ensure that (i) each User agrees and accepts such Card Agreements by “checking the box;” and that (ii) Customer maintain records of such acceptance for at least two (2) years after the User’s Card is terminated. Customer shall not take any action that interferes with or contravenes ModernRails’ or its financial institution partner’s obligations and rights under a Card Agreement.
4.2
Card Disclosures. Customer shall provide to Users all the disclosures and information prescribed by ModernRails or applicable regulation, including, but not limited, to Regulation E (12 C.F.R. §1005).
4.3
E-SIGN Compliance. Customer shall ensure its Users qualify for receipt of electronically delivered Card Agreements with appropriate disclosure language in accordance with the Electronic Signature Electronic Signatures in Global and National Commerce Act (“E-Sign Act”) and other applicable law, and obtain Users consent to receive such Card Agreements and Account Disclosures electronically. Customer shall also maintain records of such consents accurately and that such records are accessible to Users for the period required by applicable law.
4.4
Updates. ModernRails may provide Customer with updates or additional provisions (“Updates”) to Card Agreements, or Card Disclosures from time to time. Customer shall ensure such Updates are delivered to Users within the timeframe defined by ModernRails.
5. Use of services.
5.1
Customer represents that it shall not use, or allow its Users to use, the Card Services in a way that may violate the applicable law, or for any illegal purposes. Customer shall adopt commercially reasonable processes and procedures to resolve errors and to assist Users in resolving errors in connection with the Card Services as required by applicable law.
5.2
Customer shall provide commercially reasonable assistance to ModernRails in recovering any amount from Users that are due to ModernRails, including, but not limited, the collection of a negative balance (from, for example, the contest of a transaction and the use of the provisional credit by the User). Customer acknowledges that it is liable for any negative balance in its Users’ accounts that is not caused by ModernRails, and that ModernRails may collect such amount from Customer’s Reserve Account.
5.3
Customer acknowledges that it is responsible for ensuring its own compliance with all applicable laws as it relates to Customer’s use of the services provided in this Addendum and its provision of such service to its Users. Customer shall indemnify and hold ModernRails harmless from and against all liability of any kind of nature whatsoever, losses, reasonable expenses, or third-party claims arising from or related to (i) Customer’s violation of its obligations, representations or warranties as provided in this Addendum, (ii) information or data submitted (or not submitted) to ModernRails by Customer or by or on behalf of a User (including but not limited to incorrect, illegal, improper records, instructions or data, or Customer’s technical errors), (iii) User’s misuse of services or violation of applicable laws and regulation, including in relationship to transactions that do not originate from Customer’s services, (iv) transactions not authorized by the User, including but not limited to, use of stolen cards, use of compromised account or card numbers, BIN attacks, skimming, cards phishing, fraud, or any other event or transaction activity that results in a loss to a User and is not directly caused by ModernRails’ technical error or willful misconduct. This limitation of liability and indemnification provision is in addition to those found in the Agreement.
6. Relationship to Agreement.
All terms and conditions of the Agreement shall remain in full force and effect. In the event of any conflict of this Addendum and the terms and conditions of the Agreement, the terms and conditions of this Addendum shall prevail as related to the subject matter hereunder.