Updated: June 23, 2022


This Cardholder Agreement establishes the terms and conditions between you and Patriot Bank, N.A. (“Issuer” or “Bank”) for the issuing and use of Cards and a Company Account managed by MSwipe Inc d/b/a MSwipe and StradaCarte (“MSwipe”). You consent to this Cardholder Agreement and to receive all Notices under this Cardholder Agreement electronically. Capitalized terms used in this Cardholder Agreement have the meaning provided below in Section 4. We may update or replace this Cardholder Agreement by posting an updated version to the http://www.mswipe.ca or notifying you by email. You are responsible for complying with any updated terms.


Payment services are provided by The Currency Cloud Limited. Registered in England No. 06323311. Registered Office: The Steward Building 1st Floor, 12 Steward Street London E1 6FQ. The Currency Cloud Limited is authorized by the Financial Conduct Authority under the Electronic Money Regulations 2011 for the issuing of electronic money (FRN: 900199). In the US Currency Cloud operates in partnership with CFSB. CFSB fully owns the bank program and services are provided by The Currency Cloud Inc. Please see terms and conditions for more details.


1. Managing and Using Cards

1.1 Applying for, Receiving, and Activating Cards
You must complete an application and be approved for or have opened a MSwipe Account, and maintain it in good standing, prior to requesting Cards. You are solely responsible for any actions Administrators take on your behalf and must immediately notify. MSwipe if an Administrator has been removed. Only persons Authorized by your company (the “Company”) may initiate Charges on issued Cards. You authorize us (and our partners and Card Parties) to investigate the Company, Cardholders, and principals when opening or reviewing the Company Account. The Company Account may be subject to annual or more frequent review, and we and our partners may reinvestigate and reevaluate the Company Account at any time and require additional information (including additional financial information) or otherwise verify your current credit standing. You will promptly provide us all information we or our partner’s
request. We and our partners may exchange information with business credit reporting agencies or other financial service providers the Company may use when evaluating the Company Account. Cards must be activated prior to use. Activation instructions for virtual Cards are provided to Cardholders through your MSwipe Account. We may, in our sole discretion, refuse to issue any requested Card. We also have the right to cancel, revoke, or suspend any Card at any time without notice. To help the government fight the funding of terrorism and money laundering activities, US Federal law requires that MSwipe and other financial institutions obtain, verify, and record information identifying companies and their beneficial owners. You agree to provide the required information when opening your MSwipe Account and further agree to keep such information current. If company name or address changes while your account is active, it is your responsibility to contact MSwipe with this new information. This information may be shared with MSwipe for these purposes.

1.2 Using Cards
Cardholders may only use Cards to make bona fide business advertising spend purchases on behalf of Company at merchants that accept payment over the Card Network. Cardholders may use Cards for subscriptions or other recurring Charges. You are responsible for any Charges resulting from subscriptions or recurring Charges even where they result from a Cardholder neglecting to cancel the subscription or recurring Charge. MSwipe, Issuers, Card Networks, or other intermediary Third-Party Service Providers (including merchant acquirers) may deny or reverse Charges for any reason. The Card Parties are not responsible for any losses, damages, or harm caused by any Charges that are denied or reversed. All users are subject to all terms, agreements, and policies incorporated by reference, including these Card Program Terms, and must comply with the MSwipe Terms of Service. The company is responsible for ensuring that users read, understand and comply with their obligations with respect to use of the Cards and the Services. Prior to final determination by a merchant of the amount owed pursuant to a Charge, we may place a hold on a Card and reduce the spending limit by the amount of the temporary hold until the merchant or Card Network releases the hold. We will use financial data from linked financial accounts (each, a “Linked Account”) to verify account balances and account information, identify spending patterns and potential fraud, determine and review spending limits, analyze and report transactions, and provide Services to you. You may be required to always maintain at least one Linked Account and agree that MSwipe may directly debit any Linked Account for payment of amounts owed. You may change or update Linked Accounts through your MSwipe Account. Use of specific Services or features may also require MSwipe to access Company Data through Third-Party Services.

1.3 Limitations on Use
Cards may not be used for any unlawful purpose; for any personal, family, household, or other use not for the Company’s benefit; for cash advances or withdrawals; or for any Prohibited Activities. We may decline to authorize or reverse Charges or suspend Cards for any reason including violation of this section, suspected fraud, or reevaluation of creditworthiness of the Company. We are not responsible for losses you incur from declined or reversed Charges.

1.4 Spending Limits
Company spending limits are set by MSwipe using Company Data including advertising performance, spending patterns, financial projections, the nature and history of Company’s business, anticipated use of the Card, and available funds. We may provide guidance identifying whether specific transactions or monthly volumes may exceed any spending limits. MSwipe or its partners will determine a Company Credit Limit and may adjust this Company Credit Limit at any point. Debt on a Company Account may not exceed the Company Credit Limit. Cardholders will have visibility of their daily spend limit through a dashboard provided to them with login credentials. Charges will reduce the Company Credit Limit and Charges in excess of the spending limits will be denied. Temporary grants to increase either the Company Credit Limit or spending limits on specific Cards, where permitted, may not affect future spending limits. You are liable for the entire Debt, including any amounts in excess of the Company Credit Limit. We may require you to pay any Debt that exceeds the Company Credit Limit immediately, on demand. We may increase or decrease the Company Credit Limit at any time at our sole discretion and without prior notice to you or the Cardholder.

1.5 Disputing Charges
You are responsible for reviewing your Periodic Statements promptly and identifying any Charges that you believe are unauthorized or that you dispute. Merchants are required by the Card Network to provide a receipt for each Charge. Cardholders should retain these receipts as evidence for any Disputed Charges. You will email Notices to support@mswipe.ca if you believe a Charge was made in error or was unauthorized, or if you believe the Periodic Statement contains any errors. You must report any Disputed Charge or error no more than 60 days after the Disputed Charge is posted to your Company Account. The Card Networks do not accept, and we will not process any Disputed Charges reported more than 60 days after the Disputed Charge or error posted to your Company Account. Notices for Disputed Charges must specify the Company, Cardholder, details about the Transaction, and an explanation of your belief that the Disputed Charge was made in error or was unauthorized. The information you submit will be reviewed in a commercially reasonable manner. The Company Account is commercial in nature and, thus, the Electronic Funds Transfer Act (EFTA) and Regulation E do not apply to Disputed Charges. By accepting this Cardholder Agreement, you assign and transfer to us or our agents any rights and claims, excluding tort claims, that you may have against a merchant for any Disputed Charge fully or partially credited to the Company Account.

1.6 Security and Responsibility for Unauthorized Charges
You and Cardholders are responsible for securing Cards, account numbers and Card security features (including the CVV and PIN). Company is responsible for Charges, fees and penalties resulting from Cardholders’ failure to exercise reasonable care in safeguarding Cards from loss or theft, or failure to promptly report loss or theft, and for all other Transactions on Cards issued to Company or Cardholders.

1.7 Suspending or Closing your Account
We may close or suspend a Company Account or any Card, or refuse to authorize any Charge, in our sole discretion and without notice to you. We may condition the reactivation of suspended Cards or the Company Account upon payment of Debt or the deposit of a reserve amount as determined by MSwipe in its sole discretion; or may require Company to provide information MSwipe believes is reasonably necessary to comply with legal or regulatory requirements. You may close the Company Account by providing Notice through your MSwipe Account. You must pay all amounts owed under this Card Agreement and the MSwipe Terms of Use, as applicable, prior to closure of the Company Account by MSwipe or you.


2. Fees, Payment, and Penalties

2.1 Fees and Penalties
MSwipe customers are not subject to any fees when using a Card.

2.2 Promise to Pay; Entire Balance Due
You promise to pay the Debt as and when payment is due in accordance with the terms of this Card Agreement and the MSwipe Terms of Service. This includes all Charges made by Cardholders, by persons authorized to act on your or a Cardholder’s behalf or given access Cards by Cardholders, regardless of whether a Card is physically presented for a Charge. You shall pay to us all Debt, no matter how it is incurred, for what it is incurred (even if incurred for a purpose not permitted under this Agreement), or who has incurred it. You further promise to pay all fees or penalties incurred through use of Cards for such Charges. We can declare the Debt immediately due and payable (such accelerated debt, “Due Debt,” and such declaration, a “Due Debt Event”) on demand where you: (a) fail to pay the full amount owed under a Periodic Statement when it becomes due; (b) breach or threaten to breach this Card Agreement; (c) provide any false or misleading information or fail to maintain information as current while this Cardholder Agreement is in effect; (d) you are in default under, or threaten to breach, any other agreement with us; (e) you do or we believe you may cease to exist, take any action to dissolve or wind up your affairs, engage in voluntary or involuntary bankruptcy filings or such case is filed by or against you, or a receiver or trustee for the benefit of creditors is appointed for you, or you or we close the Company Account. In the event of the occurrence of any Due Debt Event you agree that in our sole discretion we may at any time (and without any prior notice to you), use any other funds held by us on your behalf which may have been earmarked or otherwise used to pay third parties including advertisers and Facebook) in order to pay and settle such Due Debt with us. You agree that we shall have first priority (and an accompanying lien and first priority security interest) with respect to any Due Debt, and that we shall have no obligation or liability in connection with exercising any of our rights hereunder with respect to such Due Debt, including, without limitation (i) the failure of an advertiser or other third-party to be paid for their products and services (i.e. due to the use of funds to first pay and settle the Due Debt owed to us), (ii) the suspension, termination of closure of your account(s) with any third parties, and (iii) any actions taken by any third parties against you, us or any other party with respect to any such payment failure(s) which may have resulted due to the application of funds to the payment and settlement of the Due Debt to us. Furthermore, you agree to take all actions reasonably requested by us in order to give full legal effect to our rights set forth in this Section 2.3.

2.3 Periodic Statements and Payment
All Charges, fees, and penalties incurred on the Company Account will be reflected in your Periodic Statement and made available to you through your MSwipe Account. You will pay all amounts in the Periodic Statement as directed through your MSwipe Account or as otherwise directed by MSwipe. You will pay all amounts owed in USD.

2.4 Default
A Company Account may be in default where you breach this Cardholder Agreement, do not pay amounts owed when due, or file for
dissolution or bankruptcy; where you open or maintain the Company Account using inaccurate or false information; or where you pose an unacceptable regulatory or financial risk to us or third parties. If we determine that the Company Account is in default, the Company Credit Limit may be reduced, Charges may not be authorized, new Cards may not be issued, and we may deem all amounts immediately due even before the end of statement period.

2.5 Failure to Pay and Collections
You will pay all reasonable costs, including legal fees MSwipe may incur while collecting amounts owed by Company under this Card Agreement. For the purposes of collections of amounts owed, MSwipe is a third-party beneficiary authorized to pursue collections of all amounts you may owe under this Cardholder Agreement. You agree to pay all costs and disbursements, including reasonable attorney fees, incurred by us to collect the Debt or to enforce your obligations under this Agreement. If you fail to pay the full amount owed on time, we may attempt to collect amounts owed from any Linked Account that is currently or was previously linked. We may collect partial payments for unpaid amounts from any Linked Account that is currently or was previously linked, but any partial payment is not a waiver of our rights and will not satisfy your obligation to pay in full.

2.6 Security Interest and Setoff
To secure the Debt, you hereby grant us a security interest in and a right of setoff against all amounts and property of yours now or hereafter in possession of or on deposit with us, whether held in general or special account or deposit or for safekeeping or otherwise. The forgoing is subject to any limitations imposed by applicable federal or state law and in addition to other remedies available to us. Every such security interest and right of setoff may be exercised without demand upon or notice to you. No security interest or right of setoff will be deemed to have been waived by any act or conduct on our part, or any failure to enforce such security interest or to exercise such right of setoff, or by any delay in doing so. Every security interest and right of setoff will continue in full force and effect until such security interest or right of setoff is specifically waived or released by an instrument in writing  executed by us. This right will exist even if we do not exercise it prior to the making, filing, or issuance of an arbitration demand, court order, or other action. If you have other loans from us, or if you take out other loans with us in the future, collateral securing those loans will also secure your obligations under this Agreement, unless we otherwise agree in writing.

2.7 Payment Reserve Account
MSwipe may provide a Reserve Account to fund your Cards payment volume and/or secure the obligations to us that you incur in connection with your Account. You must maintain a minimum reserve balance with MSwipe’s bank partners of at least three times the largest daily settlement amount in the preceding thirty (30) days. MSwipe will provide an initial amount prior to your account being created. We will maintain separate records for your Payment Reserve Account. We will not send statements for the Payment Reserve Account. We may request funds periodically to meet the minimum balance requirements. We may take up to 45 days to return any excess reserves to you if you decide to not access the funds with Cards. We will not pay interest on the Payment Reserve Account.


3. Additional Terms

3.1 Notices and Communications
You consent to accept Notices electronically and understand this has the same legal effect as a physical signature. We may send Notices to your MSwipe Account or to the Cardholder email addresses or phone numbers maintained in your MSwipe Account. You agree to keep all contact information in your MSwipe Account current. Notices are considered received 24 hours after delivered to you. To properly receive electronic Notices, you must keep all software on devices up to date (such as having a modern browser and all updates installed). You are responsible for costs incurred by internet or mobile service providers for sending or receiving these Notices. You understand that acceptance of electronic Notices is required under this Card Agreement and that you may only withdraw this consent by closing the Company Account.

3.2 Limitations of Liability
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, NONE OF THE CARD PARTIES ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE CARDS, THE MSwipe CARD SERVICES, ANY PRODUCTS OR SERVICES PURCHASED USING A MSwipe CARD, OR THIS AGREEMENT (AS WELL AS ANY RELATED OR PRIOR AGREEMENT THAT YOU MAY HAVE HAD WITH US). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF THE CARD PARTIES IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY MSwipe IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE MONTH PERIOD  IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY OR (B) $10. 3.3 Representations, Warranties, and Covenants You represent, warrant, and covenant that (a) Company is duly organized and is validly existing and in good standing under the laws of its state of organization, is duly qualified to do business or conduct its affairs in each jurisdiction where it does business or conducts its affairs, and has the full power and authority to carry on its business or affairs as presently conducted; (b) you have full power, capacity, and authority to enter into and perform all obligations under this Card Agreement; (c) entering into and performing all obligations under this Card Agreement are not inconsistent with any of the Company’s governing documents, and do not and will not contravene any provision of or constitute a default under any contract or other instrument binding Company; (d) all information that you have provided and will provide at any time in the future to us is and will be accurate, and upon request, an appropriate officer of the Company will certify the accuracy of all such information regarding the Company; and (e) at our request you will deliver in a form acceptable to us any legal documents, financial statements, or other information we may reasonably require to verify the representations and warranties contained in this paragraph. You agree to notify us promptly of any significant change in your business or affairs that has or may have a material adverse effect on your ability to fulfil your obligations hereunder.

3.4 Relationship of the Parties
Both Company, Cardholder and Administrator agree that you are jointly and severally obligated to pay all amounts owed to us by either of you in connection with this Agreement regardless of the other of you. However, the total amount that we collect from both of you cannot exceed the total amount owed in connection with this loan. Any authorization, notice, or other communication that either of you provide to MSwipe is effective for both of you.

3.5 Governing Law
This Cardholder Agreement is entered into, and the Company Account is held in Connecticut State. Connecticut and US Federal law govern this Cardholder Agreement, the Company Account, and your use of Cards, and apply without respect to the internal principles of conflicts of laws. However, when federal law applies, federal law will be used instead of the laws of Connecticut State. If any part of the Agreement is unenforceable, this will not make any other part unenforceable.

3.6 Jurisdiction, Waiver of Jury Trial
You waive any objection to jurisdiction or venue on the grounds that you are not residents of the county or state where our offices are located. You authorize us to bring any action to enforce your obligations under this Agreement in any state court having jurisdiction or in the United States District Court for any District where our offices are located. You agree that we may select the court in our sole discretion. You and we hereby knowingly and voluntarily waive, to the fullest extent permitted by law, any right to trial by jury of any dispute, whether in contract, tort, or otherwise, arising out of, in connection with, related to, or incidental to this Agreement or the Account.

3.7 Changes to this Card Agreement
We can change any of the terms of this Cardholder Agreement at any time by providing Notice at least seven (7) days prior to the effective date of the changes; provided, however, that we may only make changes to fees thirty (30) days prior to the effective date of the changes. If you use your Card after the effective date, you will be considered to have agreed to the new terms even if you have sent Notice to us. At our option, we may also make any such change if you elect to use your Account after the effective date of the amendment. Changes, which we make, can apply to all outstanding Debt and to any future transactions on the Company Account. MSwipe

3.8 No Waiver of MSwipe Rights
Any waiver, modification, or indulgence provided to Company, of any kind or at any time, only applies to the specific instance involved. It is not a general waiver or a waiver, modification, or indulgence under this Cardholder Agreement for any other or future acts, events, or conditions. Any delay by MSwipe in enforcing its rights does not forfeit our rights under this Cardholder Agreement.

3.9 Assignment
We may transfer, sell, or assign the Company Account, this Cardholder Agreement, or any other rights or obligations under this Cardholder Agreement without providing you Notice. You may not transfer, sell, or assign the Company Account, Cards, or this Cardholder Agreement or any obligations under this Cardholder Agreement to another person or entity.

3.10 Entire Agreement
This Cardholder Agreement constitutes the entire understanding between you and Bank for issuance of Cards. No other agreements, representations, or warranties other than those provided in this Card Agreement are binding unless in writing and signed by MSwipe.


4. Arbitration
You, MSwipe and Issuer, including any party with whom Issuer contracts to provide Card Services, agree to arbitrate any and all disputes arising from your attempted or actual use of the Card Services (“Dispute”) by a neutral arbitrator who has the power to award the same damages and relief that a court can.


If any section of these arbitration provisions is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).


Your agreement to arbitrate and these related terms are made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (9 U.S.C. 1-16), and not any state arbitration law.


5. Definitions
The capitalized words in this Card Agreement are defined as follows:

“Administrator” means the person specified by the Company to manage Cards issued to the Company and is authorized to act on the Company’s behalf.

“Balance” means all amounts charged to the Company Account at any time, including Charges, fees, attorneys’ fees or collection costs, and any other fees or Charges that we are permitted to add to the Company Account by this Agreement or otherwise. “Card” means a physical or virtual corporate payment card with a unique sixteen (16) digit number issued to a Cardholder under the Company Account.

“Cardholders Agreement” means this MSwipe Card Agreement as modified or any subsequent agreements governing your use of Cards issued by MSwipe or its partners.

“Cardholder” means the employee or other person to whom Cards are issued and is authorized to transact on Company’s behalf.

“Card Network” means the payment card network operated by Visa® and/or Mastercard. “Card Parties” means collectively MSwipe, Issuer(s), our program partners, the parties with whom we contract to offer the Cards and our Services, and any parents, subsidiaries, and/or affiliates of the foregoing, including any employees, contractors, officers, and directors of any of the foregoing.

“Charge” means the payment for a Transaction using a Card over the Card Network.

“Chargeback” means the reversal of a Charge arising from a Disputed Charge.

“Company” and “you” means the company holding a MSwipe Account that has or is applying to have Cards issued to Cardholders.

“Company Account” means the account and records, including the Company Spending Limit, maintained by Issuer for Company including all its Cardholders.

“Company Credit Limit” means the spending limit that is established for all Cards issued to the Company.

“Debt” means any indebtedness that is owed by you and/or in connection with your Company Account.

“Disputed Charge” means a Charge that you report as erroneous or unauthorized.

“MSwipe”, we, us, our, and ours” refers to MSwipe, Inc.

“MSwipe Terms of Service” means the agreement between you and MSwipe for the use of MSwipe Services available on the MSwipe Website.

“MSwipe Services” or “Services” means expense and corporate card management, reporting, and other services provided by MSwipe or its partners.

“MSwipe Account” means your account with MSwipe for use of the MSwipe Services.

“MSwipe Website” means the MSwipe website located at https://MSwipe.com.

“Notices” means any notices and communications under this Card Agreement whether sent physically or electronically.

“Periodic Statement” means a periodic report detailing Charges and amounts owed or credited to the Company Account during each 30-day period.

“Prohibited Activity” means any activities included on the MSwipe Prohibited Activity List.

“Transaction” means the agreement between the Company or Cardholder and a merchant for the exchange of goods or services.

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