OnRoad Debit Cardholder Agreement
This OnRoad Debit Service Cardholder Agreement, including the accompanying Fee Schedule (“Agreement”) sets forth the terms and conditions governing use of the OnRoad Debit Service functionality of your Card. In this Agreement, the term “Card” means the OnRoad Mastercard® branded card issued to you pursuant to your request through a business customer of Comdata (your “Company”). Each Card is issued by Regions Bank and is administered by Comdata, Inc. (“Comdata”). As used herein, “we” “us” and “our” refers to Regions Bank and Comdata or anyone to whom we assign our rights and “you” and “your” refers to the user of the Card. This Agreement does not govern use of your Card for purchases charged to an account your Company has with Comdata.
Your Company instructed Comdata that you had requested the Card. If you do not want the Card, please destroy it and instruct your Company immediately to cancel the Card. If you want the Card, then your first step is to set up a personal identification number (PIN) following the instructions set forth in the User Guide accompanying your Card. For security purposes, only you will know your PIN, and neither Comdata nor your Company will have access to it. You agree not to disclose your confidential PIN to anyone and to take reasonable steps to protect the security and confidentiality of your PIN.
By keeping and/or using your Card, you represent and warrant to us that (a) you accept the Card; (b) the personal information, including address, you have provided to us and/or your Company in connection with the Card is true, correct and complete; and (c) you have received and read a copy of this Agreement and agree to comply with and be bound by the terms of this Agreement and any amendments thereto. You also agree to notify us immediately of any changes to your personal information, as provided in Section 17.
Please retain a copy of this Agreement for your records and future reference.
1. OnRoad Card. The Card has been set up for use of the OnRoad Debit Service, which allows your Company to distribute funds to you by loading your Card with funds owed to you (such as expense reimbursements or wages), and allows you to use your Card for the “Cardholder Transactions” described in this Agreement.
Cardholder Transactions are debit transactions that access the funds associated with your Card; they are not credit card transactions. Funds transferred to Comdata to load value to your Card are deposited and held in a bona fide trust account for your benefit at Regions Bank (your “Card account”), which is eligible for FDIC insurance. The value of Cardholder Transactions conducted on your Card will be deducted from or added to the balance associated with your Card as applicable. For example and without limitation, funds loaded to your Card by your Company will increase the balance associated with your Card, and purchases, withdrawals, or fees will decrease the balance associated with your Card.
You do not have a credit line or overdraft protection, you will not earn interest on your balance and you are not accessing your bank checking or savings account when you use your Card. You may only redeem the value loaded to your Card in accordance with this Agreement.
When we comply with your Company’s instructions regarding loads, you agree that we are not responsible or liable in any manner whatsoever for any inquiry or dispute you may have about such loads.
We may limit the maximum amount that may be loaded onto your card. You may NOT use your Card to make a purchase or to withdraw funds in an amount greater than the value on the Card. Third parties may set limits on the use of your Card at their locations. For security reasons, we may place other limitations on the amount and frequency of Cardholder Transactions that you may conduct using your Card.
The Card is our property and you may not transfer or assign it to anyone else. You acknowledge that either Comdata or Regions Bank may cancel, revoke, repossess or restrict the use of your Card at any time and you agree to return the Card to us upon request.
AS PROVIDED MORE FULLY IN SECTION 5, YOU AGREE AND AUTHORIZE US TO CORRECT ANY ERRORS REGARDING ANY AND ALL TRANSACTIONS, LOADS, DEBITS, OR FUNDS TRANSFERS ASSOCIATED WITH YOUR CARD WITHOUT PROVIDING PRIOR NOTICE TO YOU, EVEN IF SUCH CORRECTIONS MAY RESULT IN A NEGATIVE BALANCE ON YOUR CARD. YOU AGREE AND AUTHORIZE US TO OFFSET AND RECOUP ANY NEGATIVE BALANCE FROM ANY SUBSEQUENT AMOUNTS LOADED TO OR CREDITED TO YOUR CARD.
2. Using the Card. We will deduct the amount of your Cardholder Transactions directly from any funds associated with your Card. You understand that third-party locations where you use your Card may assess additional fees and charges. You should check to be sure you have a sufficient balance on your Card to pay for each Cardholder Transaction and all applicable fees as set forth in the Fee Schedule (see section 6 below). If you attempt a Cardholder Transaction for more than the value available on your Card, then the Cardholder Transaction will usually be declined. In the event that, for any reason including a systems malfunction, you are able to complete a Cardholder Transaction in excess of the value available on your Card, you agree to pay Comdata the full amount of any negative balance immediately without further demand.
You may use your Card as described below. We will provide additional instructions regarding the use of your Card in a Cardholder User Guide.
- You may obtain cash at any automated teller machine (ATM) that accepts Mastercard® cards or displays the AllPoint Network brand. Note that ATM owners may set limits on the amount of cash you can withdraw from their ATMs and may charge fees for use of their ATMs.
- You may use your Card to make purchases anywhere Mastercard is accepted.
- You may transfer funds from your card to an external bank account (referred to as a “direct deposit”). Funds may only be transferred to bank accounts within the United States.
- You may obtain cash from a teller at branch locations of banks that participate in the Mastercard network. To locate the nearest such bank branch location, call Cardholder Services at 1.800.741.2777. This transaction type allows you to obtain the full amount of your card balance if you so choose.
- Depending on your Company’s election on use of the Card, you may be able to obtain cash from the balance on your Card at certain truck stop locations that participate in the Comdata proprietary network. Please check with your Company for availability.
- Depending on your Company’s election on use of the Card, you may be able to use your funds on your card account to make purchases at Commercial diesel pump islands at truck stops or fueling locations that participate in the Comdata proprietary network. In addition, for such Cardholder Transactions, you may also be eligible for a fuel discount. Details regarding the fuel discount may be accessed using the FleetAdvance mobile application (see the card carrier for download instructions). Please check with your Company for availability.
- You may write a Comchek draft. Please follow the instructions in the User Guide. Comcheks are payment instruments issued by a Comdata subsidiary subject to applicable state licenses. If you are in Texas and have a complaint about a Comchek, please first contact Comdata at 1.800.741.2777. If you still have an unresolved complaint about a Comchek, please direct your complaint to: Texas Department of Banking, 2601 North Lamar Boulevard, Austin, Texas 78705, 1-877-276-5554 (toll free), www.dob.texas.gov.
- Some of these services may not be available at all locations.
YOU AGREE THAT YOU WILL NOT USE THE CARD FOR ANY TRANSACTION THAT IS ILLEGAL IN THE JURISDICTION WHERE YOU LIVE, IN THE JURISDICTION WHERE THE TRANSACTION IS CONSUMMATED, OR IN ANY OTHER JURISDICTION AFFECTED BY THE TRANSACTION AND WE WILL NOT BE LIABLE IF YOU ENGAGE IN AN ILLEGAL TRANSACTION. YOU AGREE THAT YOU WILL NOT USE YOUR CARD IN CONNECTION WITH ANY INTERNET OR ONLINE GAMBLING SITE TRANSACTIONS, WHETHER OR NOT GAMBLING IS LEGAL IN ANY APPLICABLE JURISDICTIONS OR TO PURCHASE ILLEGAL GOODS OR SERVICES. WE MAY DECLINE OR REFUSE TO PROCESS ANY TRANSACTION THAT WE BELIEVE MAY BE A FRAUDULENT TRANSACTION, A SUSPICIOUS TRANSACTION, A HIGH-RISK TRANSACTION, MAY VIOLATE APPLICABLE LAW, OR MAY VIOLATE THE TERMS OF THIS AGREEMENT.
3. Account Information; Receipts. You may obtain information regarding your Card and available funds associated with your Card by calling the toll free telephone number listed on the back of your Card (1.866.288.9990). You also have the right to obtain a 60-day written history of Cardholder Transactions by calling 1.800.741.2777 or by writing us at Comdata Customer Service at 5301 Maryland Way, Brentwood, TN 37027. Where required by applicable laws, upon your request, you may also receive a monthly written Cardholder Transaction history for a period of up to 12 months following your request.
You may also obtain your Card balance and your Cardholder Transaction history on the Internet at www.cardholder.comdata.com. You will need to register as a user at this website before you will be able to access your Card information. You can also confirm whether your Company has loaded value to your Card at any time by visiting the website above or by calling the toll free telephone number listed on the back of your Card (1.866.288.9990) to access an interactive voice response system. You may also speak to a Comdata customer service representative with questions about your Card.
You can get a receipt at the ATM when you conduct a Cardholder Transaction and at the point-of-sale when you use your Card at a merchant location. The receipt will usually indicate the date, time, place and amount of the Cardholder Transaction, but may not indicate the remaining balance on your Card.
4. Authorization Holds. When you use your Card to pay for goods or services at certain merchants or to reserve some types of goods or services, we may or the merchant may ask us to preauthorize the Cardholder Transaction and may estimate its final value. If we preauthorize the Cardholder Transaction, we will place a temporary use restriction or “hold” on your Card’s funds for the estimated amount of the Cardholder Transaction. IMPORTANT—in many instances the amount of the estimated Cardholder Transaction may exceed the amount of the actual final Cardholder Transaction. By way of example, a purchase at a restaurant may result in an estimated Cardholder Transaction of the purchase price and an estimated gratuity (tip) of twenty percent (20%). When settlement for the final amount of the Cardholder Transaction occurs, any hold will be released and your Card balance will be reduced in an amount corresponding to the final Cardholder Transaction amount. In addition, some merchants may add an amount to the Cardholder Transaction in order to ensure sufficient funds will be available to cover the final Cardholder Transaction. If the amount of the authorization request exceeds the value on your Card, then the Cardholder Transaction is likely to be declined.
THE DURATION OF A HOLD WILL NORMALLY BE SEVEN (7) DAYS OR LESS, BUT CERTAIN CATEGORIES OF MERCHANTS, SUCH AS RENTAL CAR COMPANIES AND HOTELS, MAY CAUSE A HOLD ON YOUR AVAILABLE BALANCE FOR UP TO THIRTY (30) DAYS. UNTIL THE FINAL AMOUNT OF THE CARDHOLDER TRANSACTION IS DETERMINED OR UNTIL WE DETERMINE THAT THE CARDHOLDER TRANSACTION IS UNLIKELY TO BE PROCESSED, THE FUNDS SUBJECT TO THE HOLD WILL NOT BE AVAILABLE FOR OTHER USE. ONCE THE FINAL CARDHOLDER TRANSACTION AMOUNT IS DETERMINED, WE WILL CHARGE YOUR CARD ONLY FOR THE AMOUNT OF THE FINAL CARDHOLDER TRANSACTION AND
WE WILL RELEASE ANY EXCESS AMOUNT FROM THE HOLD AT THAT TIME. IN ADDITION, IF YOU BEGIN A PURCHASE AND THE MERCHANT OBTAINS AN AUTHORIZATION, AND THEN YOU CANCEL THE PURCHASE WITHOUT COMPLETING IT, THE AUTHORIZATION MAY RESULT IN A TEMPORARY “HOLD” FOR THE AMOUNT OF THE PURCHASE FOR AT LEAST SEVEN (7) DAYS. BY USING YOUR CARD, YOU ACKNOWLEDGE AND AGREE THAT WE MAY PLACE A HOLD ON YOUR CARD AS INDICATED ABOVE.
5. Negative Balances and Funds Received in Error. You must be sure you have sufficient value on your Card to pay for each transaction and all applicable fees as set forth in the Fee Schedule. If you attempt a transaction for more than the value available on your Card, then the transaction will usually be declined. In the event that, for any reason including a systems malfunction, you are able to complete a transaction in excess of the value available on your Card (creating a “negative balance”), you agree to pay us the full amount of any negative balance immediately without further demand. We do not offer overdraft protection services on your Card account. Additionally, in the event you receive funds on your Card in error for any reason, such as due to a system malfunction, then you agree to pay us the full amount of such funds immediately without further demand. You agree we may, without providing prior notice to you, deduct any amount you owe to us from the funds on your Card and any future loads to your Card or any other card you activate or maintain through Comdata, even if the deduction causes a negative balance on your Card.
6. Fees. You agree to pay Comdata fees set forth in Fee Schedule. You agree we may deduct the amount of such fees directly from any funds associated with your Card. We may change any one or more fees as provided in Section 17 below. A copy of the Fee Schedule was provided with your Card or mailed to you. To obtain the current Fee Schedule, then please contact Comdata at 1.866-288-9990.
ATM owners and other places where you use your Card may charge a surcharge or other fee (even for a balance inquiry without completing a fund transfer) and you agree we may deduct the amount of such fees directly from any funds associated with your Card.
If you use your Card for a transaction outside the United States or in a currency other than US Dollars, then you may be charged a Foreign Transaction Fee as shown in your Fee Schedule. Foreign transactions include, for example, online purchases from foreign merchants and cash advances obtained from an ATM or financial institution in another country.
If you make a transaction in a foreign currency, the transaction will be converted by the card network [Mastercard] into U.S. dollars in accordance with the operating regulation or conversion procedures in effect at the time the transaction is processed. Currently, those regulations and procedures provide that the currency conversion rate to be used is either (1) a wholesale market rate or (2) a government-mandated rate on the date the transaction is processed, which may differ from the rate on the date the transaction occurred or the date the transaction is posted to your Card account.
7. Stop Payment of Preauthorized Payments or Transfers. If you have arranged in advance for recurring payments or transfers from your Card, you can stop those payments or transfers by following these procedures:
- Call us at 1-866-288-9990 or write to us at Comdata Customer Service, 5301 Maryland Way, Brentwood, TN 37027, in time for us to receive your request at least 3 business days before the payment is scheduled to be made. If you call, we may also require you to put your request in writing and get it to us within 14 days after you call.
- In order to honor your request, we may need to cancel your current Card and issue a new Card to you.
- You should also notify the party that you authorized to initiate payments or transfers from your Card account that you are cancelling your authorization.
- If you order us to stop one of these payments 3 business days or more before the scheduled payment date and we do not do so, we may be liable to you for your losses or damages.
8. Discontinued Card Use; Deactivation. If you stop receiving funds on your Card for any reason, then you should use the remaining balance on your Card in a timely manner. If you only have a small amount left and not enough to make an ATM withdrawal, then at most retailers you can still use your Card toward a purchase and pay the balance of the purchase with another form of payment. This is called a “split tender” and most retailers allow it, but you should check with the retailer first before making your purchase.
We will consider your Card inactive when no funds have been loaded to your Card or withdrawn from your Card for a period of 90 days. We have the right to deactivate your Card when it becomes inactive. We also may deactivate your Card at any time if the balance of funds on the Card is zero or less than zero. YOU REMAIN RESPONSIBLE FOR ANY USE OF YOUR CARD EVEN AFTER IT IS DEACTIVATED.
IF YOUR CARD HAS BEEN DEACTIVATED AND FUNDS REMAIN ON YOUR CARD, YOU SHOULD CONTACT US AT 1-866- 288-9990 TO RECEIVE THE FUNDS. AT OUR OPTION, WE MAY PROVIDE THE REMAINING FUNDS TO YOU VIA A CHECK SENT TO YOUR ADDRESS ON RECORD IN OUR SYSTEM, OR WE MAY PROVIDE YOU WITH A REPLACEMENT CARD. If we are unable to locate you to provide you a refund, then we will treat any remaining funds as unclaimed in accordance with applicable laws.
9. Expiration; Cancellation. Your Card will expire on the expiration date (last day of the month) embossed on your Card. Subject to applicable law, you may use the Card only through its expiration date. If you attempt to use the Card after the expiration date, then the transactions may not be processed. If load or spend transactions are occurring within 90 days of the date that your Card is scheduled to expire, you will be issued a replacement Card with a new expiration date and the funds on your expiring Card will be transferred to your new Card. IN ADDITION, WE MAY CANCEL YOUR CARD AT ANY TIME FOR ANY REASON, INCLUDING IF IT HAS A ZERO OR NEGATIVE BALANCE AND IS NOT BEING RELOADED WITH NEW VALUE BY YOUR COMPANY. After your Card either is cancelled or expires with no new Card being issued to you, we will attempt to refund you any remaining balance on your Card, less any amounts owed to us. Remember to keep your address information current with us by updating your profile on www.cardholder.comdata.com or by calling us at 1.800.741.2777 or writing to Comdata Customer Service at 5301 Maryland Way, Brentwood, TN 37027. If we are unable to locate you to provide you a refund, then we will treat any remaining funds as unclaimed in accordance with applicable laws.
To the extent permitted by law, you agree to pay attorneys’ fees and collection costs we incur in collecting amounts you owe us and enforcing our rights under this Agreement.
YOU REMAIN RESPONSIBLE FOR ANY USE OF YOUR CARD EVEN AFTER IT IS CANCELLED OR EXPIRES.
10. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO YOU REGARDING THE CARD, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11. Refunds; Disputes. If you are entitled to a refund for any reason for a Cardholder Transaction processed with your Card, you agree to accept a credit to your Card instead of a cash refund. We are not responsible for the delivery, quality, safety, legality, or any aspect of goods or services that you purchase using the Card. Any disputes with a merchant about purchases you make using your Card should be addressed to the merchant.
12. Losses, Errors, and Questions. ALL QUESTIONS ABOUT CARDHOLDER TRANSACTIONS MADE WITH YOUR CARD MUST BE DIRECTED TO COMDATA, AND NOT TO REGIONS BANK. Comdata is responsible for servicing your Card and for resolving any errors in Cardholder Transactions made with your Card.
Tell us AT ONCE if you believe your Card or PIN has been lost or stolen. Telephoning is the best way of keeping your possible losses down. You could lose all the money in your Card account. If you tell us within two (2) Business Days, you can lose no more than $50 if someone used your Card or PIN without your permission.
If you do NOT tell us within two (2) Business Days after you learn of the loss or theft of your Card or PIN, and we can prove we could have stopped someone from using your Card or PIN without your permission if you had told us, you could lose as much as $500.
In addition to the limitations on your liability described above, you may be entitled to the benefits of any Mastercard “zero liability” policy in effect at the time of any unauthorized use of your Card.
Also, if your account history shows transfers that you did not make, tell us at once. If you do not tell us: (1) within 60 days after electronically accessing your account history first reflecting the unauthorized transfer, or (2) within 60 days after we send you a written history of your account in which the unauthorized transfer is first reflected, then you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we will extend the time periods.
Even if we are entitled under this Agreement and under applicable law to hold you responsible for a loss, we reserve the right to waive your liability in our sole discretion.
If you believe your Card has been lost or stolen, or that someone has transferred or may transfer money from your Card without your permission, or if you think an error has occurred in your Card account, or you have questions about your Card account, call us as soon as you can at 1.800.741.2777 or write us at Comdata Cardholder Disputes, 5301 Maryland Way, Brentwood, TN 37207. You may also notify us by using Comdata’s online form found at: www.cardholder.comdata.com.
We must allow you to report an error until 60 days after the earlier of (i) the date you electronically access your Card account, if the error could be viewed in your electronic history, or (ii) the date we sent the FIRST written history on which the error appeared. You may request a written history of your Cardholder Transactions at any time by calling us at 1.800.741.2777 or writing us at Comdata Customer Service, 5301 Maryland Way, Brentwood, TN 37027. You will need to tell us:
- Your name and your Card number.
- Why you believe there is an error, and the dollar amount involved.
- Approximately when the error took place.
If you tell us orally, we may require that you send us your complaint or question in writing within 10 Business Days.
We will determine whether an error occurred within 10 Business Days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your Card account within 10 Business Days for the amount you think is in error, so that you will have the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 Business Days, we may not credit your Card account.
For errors involving new accounts, point-of-sale, or foreign-initiated Cardholder Transactions, we may take up to 90 days to investigate your complaint or question. For new accounts, we may take up to 20 Business Days to credit your account for the amount you think is in error.
We will tell you the results within three Business Days after completing our investigation. If we decide that there was no error, we will send you a written explanation.
You may ask for copies of the documents that we used in our investigation. If you need more information about our error-resolution procedures, call us at 1.800.741.2777 or visit www.cardholder.comdata.com.
You agree to cooperate with us in our investigation of any possible unauthorized use of your Card and in our attempts to recover funds from, and to assist in the prosecution of, any unauthorized users of your Card. If you authorize another person to use your Card, then you agree to be liable for all Cardholder Transactions arising from the use of the Card by that person, to the fullest extent permitted by law.
13. Liability. If we do not complete a transfer to or from your account on time or in the correct amount according to our Agreement with you, then we will be liable for your losses or damages to the extent required by federal law, with some exceptions. For example, we will not be liable:
- If, through no fault of ours, you do not have enough funds on your Card to make the Cardholder Transaction.
- If the ATM or bank or merchant where you are trying to obtain cash does not have enough cash.
- If the system, ATM or POS terminal was not working properly and you knew about the problem when you started the Cardholder Transaction.
- If a merchant refuses to honor the Card.
- If circumstance beyond our control (such as fire, flood, terrorist attack or national emergency) prevent or delay the Cardholder Transaction, despite reasonable precautions that we have taken.
- If the Card has been reported lost or stolen, has been suspended by us, or we have reason to believe that the requested Cardholder Transaction was not authorized by you.
- If your funds are subject to legal process or other liens or encumbrances restricting transfer.
- If your Card has been deactivated
There also may be other exceptions stated in this Agreement or provided by applicable law. The list of examples set out in this section is meant to illustrate circumstances under which we would not be liable for failing to make a transfer and is not intended to list all of the circumstances in which we would not be liable.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR BY APPLICABLE LAW, YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE TO YOU FOR ANY LOSS, INJURY, OR DAMAGE ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT AND THE CARDHOLDER TRANSACTIONS CONTEMPLATED HEREBY. IN NO EVENT SHALL REGIONS BANK OR COMDATA BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES EVEN IF WE HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. Communications; Recordings. You understand and agree that we may, in our discretion (but are not obligated to), monitor and/or record any of your telephone calls with us without any further notice for quality control purposes and for our own protection. We also may monitor, record, and/or make a record of any other communications between you and us without any further notice, and we may use the resulting information for internal purposes or as may be required by applicable law. You hereby consent to our monitoring and/or recording of any telephone calls and other communications with you. You acknowledge and understand we may not record all telephone calls or communications, and we do not guarantee that recordings of any particular telephone calls or communications will be retained or will be capable of being retrieved.
15. Confidentiality and Information Sharing. We will disclose information to third parties about your Card account or the transfers you make:
- Where it is necessary for completing transfers, or
- In order to verify the existence and condition of your Card account for a third party, such as a credit bureau or merchant, or
- In order to comply with government agency or court orders, or
- If you give us your written permission.
- To service providers who administer the Card or perform card production, data processing, records management, collections and other similar services for us, in order that they may perform those services,
- In order to prevent, investigate or report fraud, theft or other misuse or possible illegal activity, and
- As permitted by law.
You understand that your Company has provided your Card to you and assists in the administration of your Card program, and you authorize Company representatives to have access to information about your Card and Cardholder Transactions.
16. Arbitration and Waiver of Jury Trial.
SEE THE END OF THIS SECTION FOR OPT OUT PROCESS.
Binding Arbitration. Except as expressly provided below, you and we agree that either party may elect to resolve by BINDING ARBITRATION any controversy, claim, counterclaim, dispute or disagreement, whether asserted or brought in a direct, derivative, assignee, survivor, successor, beneficiary or personal capacity and whether arising before or after the effective date of this Agreement (any “Claim”).
Waiver of Jury Trial. Whether any Claim is arbitrated or settled by a court, you and we voluntarily and knowingly waive any right to a jury trial with respect to such Claim to the fullest extent allowed by law.
Definition of Claim. Claim has the broadest possible meaning and includes, but is not limited to, any controversy, claim, counterclaim, dispute or disagreement arising out of, in connection with or relating to any one or more of the following: (1) the interpretation, execution, administration, amendment or modification of this Agreement or any other agreement between us; (2) your Card account; (3) any charge or cost incurred pursuant to this Agreement; (4) any transaction involving your Card account or this Agreement; (5) the collection of any amounts due under this Agreement or on your Card account; (6) any alleged contract, tort or statutory claim arising out of or relating in any way to this Agreement, your Card account, any transaction on your Card account, any advertisement or solicitation, or your business, interaction or relationship with us; (7) any breach of any provision of this Agreement; (8) any statements or representations made to you with respect to this Agreement, your Card account, any transaction on your Card account, any advertisement or solicitation, or your business, interaction or relationship with us; (9) any property loss, damage or personal injury; (10) any claim, demand or request for compensation or damages from or against us; (11) any damages incurred on or about our premises or property; or (12) any other claim arising out of, in connection with or relating to any agreement which relates to this Agreement, your Card account, any credit, any charge, any transaction, or your business, interaction or relationship with us. If either party elects to arbitrate, the Claim shall be settled by BINDING ARBITRATION under the Federal Arbitration Act (“FAA”).
This agreement to arbitrate shall include any Claim involving our current and former officers, directors, employees, agents, representatives, contractors, subcontractors, parent, subsidiaries, affiliates, successors, assigns, any third party that assigned any agreements to us and any of the respective current and former employees, officers, agents or directors of such affiliates or third parties, and any such Claim against any of those parties may be joined or consolidated with any related Claim against us in a single arbitration proceeding. In addition, if we become a party in any lawsuit that you have with any third party, whether through intervention by us or by motion or pleading made by you or any third party, we may elect to have all claims in that lawsuit between you and such third party to be resolved by BINDING ARBITRATION under this Agreement.
Rules for Arbitration and Costs. The arbitration shall be administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules or the Consumer Arbitration Rules, as applicable (collectively the “Arbitration Rules”) in effect at the time the demand for arbitration is filed. In the event of a conflict between the Arbitration Rules and this Agreement, this Agreement shall control. We will tell you how to contact the AAA and how to get a copy of the Arbitration Rules without cost if you ask us in writing to do so. Or, you may contact the AAA directly at 1-800-778-7879 (toll free) or at www.adr.org.
If the Consumer Arbitration Rules apply, you shall be responsible for paying one-half of the arbitrator’s fees up to a maximum of $125 (if your Claim for actual damages does not exceed $10,000) or $375 (if your Claim for actual damages exceeds $10,000 but does not exceed $75,000). For any consumer-related Claim that does not exceed $75,000, we will pay all other arbitrator’s fees and costs imposed by the administrator of the arbitration.
If your Claim is a consumer-related claim for actual damages that exceeds $75,000, or if it is a non-monetary consumer-related Claim, or if it is not a consumer-related Claim, you shall be responsible for paying the administrative costs and arbitrator’s fees as provided in the applicable Arbitration Rules. Except as otherwise provided in this Agreement or in the applicable Arbitration Rules, the final award by the arbitrator(s) may apportion the administrative fees, expenses and arbitrators’ fees between you and us as part of the award, as the arbitrator(s) determines is appropriate. The fees and cost stated in this Agreement are subject to any amendments to the Arbitration Rules and fee and cost schedules of the AAA. The fee and cost schedule in effect at the time you submit your Claim shall apply. The Arbitration Rules permit you to request a deferral or reduction of the administrative fees of arbitration if paying them would cause you extreme hardship.
The arbitration of any Claim of $150,000 or greater shall be conducted by a panel of three arbitrators, unless you and we agree otherwise. The arbitration of any Claim of a lesser amount shall be conducted by one arbitrator. The arbitrator(s) shall be selected from the AAA’s panel of arbitrators by mutual agreement between you and us. If we cannot agree on the arbitrator(s), the procedure for appointment from the national roster as provided by Commercial Arbitration Rule 11 shall apply, except that the AAA shall not unilaterally appoint the arbitrator(s), unless you and we so agree.
All statutes of limitation, defenses, and attorney-client and other privileges that would apply in a court proceeding shall apply in and to the arbitration. Any in-person arbitration hearing will be held at a location that is reasonably convenient to all parties in either your state of residence or the state of your address on file with Comdata, with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, that determination shall be made by the arbitrator(s).
Small Claims Court Option. Each party also has the option of filing an action in small claims court or your state’s equivalent court, for any Claim or disputes within the scope of the small claims court’s jurisdiction. But if a Claim is transferred, removed or appealed to a different court, we then have the right to demand arbitration of the Claim.
No Class Action. Except as expressly provided in this agreement to arbitrate, no Claim may be joined with another dispute or lawsuit, or consolidated with the arbitration of another Claim, or resolved on behalf of similarly situated persons, or brought as private attorney general or on another similar representative basis. For any Claim subject to arbitration, you may not participate in a class action in court or in a class-wide arbitration, either as a plaintiff or claimant, class representative or class member.
Arbitrator(s) Decision. Any dispute regarding whether a particular controversy is subject to arbitration, including any claim of unconscionability and any dispute over the enforceability, scope, reach or validity of this agreement to arbitrate disputes or of this entire Agreement, shall be decided by the arbitrator(s).
The arbitrator(s) shall establish such reasonable procedures as may be necessary for the reasonable exchange of information and materials between the parties prior to such arbitration. In rendering an award, the arbitrator(s) shall apply applicable contract terms, statutes and legal precedent and shall follow the Federal Rules of Evidence, enforce applicable privileges, and employ applicable burdens of proof. The arbitrator(s) shall award only such relief as a court of competent jurisdiction could properly award under applicable law (and which shall be governed by the constitutional standards employed by the courts). The arbitrator(s) shall have the authority to award attorneys’ fees, costs and expenses, in whole or in part, in instances where such is authorized by applicable law.
All awards shall be reasoned awards and the arbitrator’s findings, reasoning, decision, and award shall be set forth in writing and shall be based upon and be consistent with the law of the jurisdiction that applies to the Claim. Judgment on the arbitration award may be entered in any court having jurisdiction.
In the event that the arbitration results in an award which imposes an injunction on you or on us or contains a monetary award in excess of $250,000 the award shall be reviewable on appeal initiated within 30 days of the award, and shall not be considered final until after the time for filing the notice of the appeal has expired. The appeal shall be governed by the AAA Optional Appellate Arbitration Rules; to the extent they are not inconsistent with this Agreement, and shall be conducted by a panel of three new arbitrators selected to hear the appeal under the procedure for appointment from the national roster, except that the AAA shall not unilaterally appoint the arbitrators for the appeal, unless you and we so agree. Appeals must be initiated within thirty (30) days of receipt of the underlying award, by filing a Notice of Appeal with any AAA office. The decision of the panel shall be by majority vote. Such review shall reconsider anew any aspect of the initial award requested by the appealing party. Following the appeal process, the decision rendered by the appeal tribunal may be entered in any court having jurisdiction thereof. if the award does not impose an injunction on you or on us or contain a money award in excess of $250,000, then the award shall not be appealable and shall only be subject to such challenges as would otherwise be permissible under the FAA.
Self Help. This agreement to arbitrate does not limit the right of you or us, whether before, during or after the pendency of any arbitration proceeding, to exercise self-help remedies such as set-off, recoupment, repossession, trustee’s sales and the like.
Provisional Remedies. This agreement to arbitrate does not limit the right of you or us, whether before or during the pendency of any arbitration proceeding to bring an action (individually, and not on behalf of a class) to obtain provisional or ancillary remedies or injunctive relief (other than a stay of arbitration) to protect the rights or property of the party seeking such relief. However, the arbitrator(s) shall have the power to vacate and/or stay any such proceedings or orders granting provisional or ancillary remedies or injunctive relief, upon application by you or us. The taking by either you or us of any of the self-help remedies or by filing any action in court, including but not limited to the actions described in the preceding sentence, shall not be deemed to be a waiver of the right to elect BINDING ARBITRATION of any Claim upon the filing of a counterclaim, crossclaim, third party claim or the like by either you or us in response to any such action.
Transaction Involving Commerce. You and we specifically acknowledge and agree that this Agreement evidences a “transaction involving commerce” under the FAA, and hereby waive and relinquish any right to claim otherwise. You and we hereby acknowledge, agree and stipulate that Regions Bank is a multi-state banking organization engaging in interstate banking and commerce and Comdata is a multi-state organization engaged in commerce; all transactions on Cards involve interstate commerce; and we regularly use the services of businesses located in other states in opening and administering card accounts.
Alternative Arbitrator Selection. Should the AAA be unavailable, unable or unwilling to accept and administer the arbitration of any Claim, or any appellate proceeding, as applicable – in whole or in part and for any reason whatsoever or for no reason – this agreement to arbitrate shall not fail or be invalidated as a result. Rather, in that instance, any party to the Claim may then petition a court of competent jurisdiction under 9 U.S.C. § 5 to appoint the arbitrator(s). Upon consideration of such a 9 U.S.C. § 5 petition, should the court decline or refuse to appoint the arbitrator(s), then and only then and within 30 days of a final and non-appealable decision on the matter from such court, you and we shall each respectively pick one arbitrator, and those two arbitrators shall then, by mutual agreement and within 30 days of the selection of the second of them, select a third arbitrator. The third arbitrator so selected shall then arbitrate the Claim as the sole arbitrator, except with respect to a Claim for $150,000 or greater, in which case all three arbitrators so selected shall arbitrate the claim together, with the award and all pre-award decisions made by majority vote. In the case of any arbitration not administered by the AAA, the arbitrator(s) shall still be bound by all applicable provisions of this agreement to arbitrate and the Federal Arbitration Act. They further shall administer and conduct the arbitration under the applicable AAA Arbitration Rules, to the extent such rules may be practicably applied to an arbitration not administered by the AAA.
Partial Invalidity. If any term or provision of this agreement to arbitrate disputes and waiver of jury trial is held to be invalid or unenforceable, the remaining provisions shall be enforced without regard to the invalid or unenforceable term or provision; provided, that if you or we seek to bring a joined, consolidated, or class action for arbitration, and if the foregoing prohibition against the arbitration of joined, consolidated or class action is finally held by an authority of competent jurisdiction to be invalid or unenforceable, the arbitration agreement between you and us shall then be deemed inapplicable to such joined, consolidated or class action, to the effect that any permitted and lawful joined, consolidated or class action shall be adjudicated in accordance with the provisions of applicable law and shall not be resolved through arbitration (provided further, that the jury trial waiver shall, in any event, remain in full force and effect to the fullest extent permitted by law).
Survival. This agreement to arbitrate disputes and waiver of jury trial shall survive your death, the deactivation of your card, the closing of your account and the termination of any of your business or transaction(s) with us, any bankruptcy to the extent consistent with applicable bankruptcy law and shall also survive as to any Claim covered within the scope of this Agreement.
OPT OUT. If you do not wish to be bound by these arbitration provisions, you must notify Comdata by sending a letter to the address set forth in section 17 below, to be received by Comdata within 30 days of (a) the effective date of this Agreement if you are an existing cardholder; or (b) the date you are first assigned a Card through your Company. Your notification to Comdata must include your name, address, Card number, the name of the Company, as well as a clear statement that you do not wish to resolve disputes through arbitration. If you opt out of a new arbitration provision, you will continue to be bound by any older provision you did not opt out of.
17. Notices; Amendments; Entire Agreement.
- NOTICES TO YOU. YOU ACKNOWLEDGE AND AGREE THAT WE MAY SEND NOTICES AND OTHER COMMUNICATIONS TO YOU AT THE LAST POSTAL OR E-MAIL ADDRESS FOR YOU IN OUR CARD RECORDS. THE INITIAL POSTAL OR EMAIL ADDRESS THAT WE ESTABLISH IN OUR CARD RECORDS IS ESTABLISHED IN OUR CARD RECORDS WHEN YOUR CARD IS PROVIDED TO YOU. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE RESPONSIBLE FOR PROMPTLY NOTIFYING US IF YOUR POSTAL ADDRESS OR E-MAIL ADDRESS CHANGES BY UPDATING YOUR PROFILE ON WWW.CARDHOLDER.COMDATA.COM OR BY CALLING US AT 1.800.741.2777 OR WRITING TO US AT COMDATA CUSTOMER SERVICE at 5301 MARYLAND WAY, BRENTWOOD, TN 37027.
- NOTICES TO US. THE NOTICES YOU ARE REQUIRED TO GIVE TO US PURSUANT TO THIS AGREEMENT SHOULD BE SENT TO: COMDATA LEGAL DEPARTMENT, 5301 MARYLAND WAY, BRENTWOOD, TN 37027. NOTICES ARE DEEMED TO HAVE BEEN GIVEN UPON RECEIPT.
- Amendment. We may amend the terms of this Agreement by giving you notice at any time; however, if the change would result in increased fees, increased liability for you, fewer types of available Cardholder Transactions, or stricter limitations on the frequency or dollar amount of Cardholder Transactions, then we will give you at least twenty-one (21) days’ prior notice. We are not required to give you prior notice where an immediate change is necessary to maintain or restore the security of our system. However, if such a change is made permanent, we will give you appropriate notice.
- Entire Agreement. This Agreement, including the Fee Schedule, constitutes the entire agreement between you and Comdata relating to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understandings between you and us.
18. Provisions Severable. If any term or provision of this Agreement is held to be void, invalid or unenforceable, the rest of this Agreement will not be affected and shall remain valid and enforceable.
19. Waiver. We can waive or delay enforcement of any of our rights under this Agreement without losing them.
20. Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
21. Business Days. For the purposes of this Agreement and the use of your Card, our “business days (“Business Days”) are Monday through Friday, excluding federal government holidays.
22. Governing Law. This Agreement is governed by and interpreted in accordance with federal law, and to the extent federal law does not apply, the laws of the State of Tennessee, without regard to internal principles of conflicts of law.
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