Charge Card Terms of Use

Important: These Card Terms of Use (as amended from time to time, the “Terms”) contain an Arbitration Provision. Please refer to the “Arbitration and Waivers” section of these Terms. Be sure that you read the Arbitration Provision carefully and understand that the Arbitration Provision may significantly limit your rights if there is a dispute between you and us, including your right to bring or participate in a class action. 

1. Card Account Terms

1.1  Introduction

These Terms are a legal agreement between you and Vermouth Labs, Inc. (the “Company”) and contain the terms of the Platform Account and associated Cards, as defined below. Whenever you see the words “you,” “your,” or “yours,” it refers to you, the owner of the Platform Account. When you see the words “we”, “us”, or “ours,” it refers to the Company, the entity that provides you with a Platform Account and facilitates your use of the associated Cards and your access to the Company’s charge card line of credit. We may update these Terms by providing notice to you, and your continued use of the Platform Account and the Cards constitutes acceptance of any updated Terms. 

In addition to the capitalized words and phrases defined elsewhere in these Terms, the following terms have the respective meanings given to them below:

• “Authorized User” means a person that has been authorized by you to receive and use a Card to initiate Transactions on your behalf that will be associated with the Platform Account. 
• “Authorized User Terms” means the Terms and Conditions governing the use of Cards by your Authorized Users. 
• “Card” means each card issued by the Issuer that is linked to the Platform Account.
• “Linked Bank Account” means any business checking account held at a US-based financial institution that has been successfully linked to your Zena account and authorized for payment of any amounts owed under the Governing Documents
• “Governing Documents” means these Terms, the Authorized User Terms of Use, and any other terms provided by us, from time to time, related to the Cards and the Platform Account. 
• “Issuer” means the bank that issued the Card, and its agents, successors and assigns.
• “Platform Account” means your account with us to which all activity associated with the Cards is recorded.
• “Portal” means the dashboard or any other access point, including a mobile application, through which you can apply for a Platform Account and obtain information related to the Platform Account and the Cards. 
• “Transaction” means a transaction initiated by using a Card, such as to purchase or services or engage in any other permissible transaction under these Terms.

1.2  Eligibility and Applying for a Charge Card Platform Account

To be eligible for a Platform Account, you must be a business or sole proprietorship organized in the United States with a valid US SSN or EIN and an active business checking account. You must not be engaged in the following business activities: (1) adult entertainment; (2) cannabis; (3) cryptocurrency; (4) gaming or online gambling; or (5) any other activities that we deem, in our or the Issuer’s respective discretion, to be incompatible with the charge card program. In addition, the individual person completing an application must be at least 18 years of age and have the legal capacity and authorization to enter into these Terms on your behalf. We may also determine your eligibility for a Platform Account or for the issuance of Cards using additional criteria as permitted by law, at our sole discretion.

You may submit an application through the Portal by following the instructions provided within the Portal. Any information you provide to us in connection with an application will be subject to our Privacy Policy.

The Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant’s income derives from any public assistance program; or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act. The Federal agency that administers compliance with this law concerning this creditor is FTC Regional Office for the region in which the creditor operates or Federal Trade Commission, Equal Credit Opportunity, Washington, DC 20580.

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information identifying each business that opens a Platform Account. This means that before a Platform Account is established for you, we or the Issuer may require you to provide certain information and documents to verify your business and your beneficial owners. This may include documents such as corporate registrations or filings, proof of address, Social Security or Tax Identification Numbers, government-issued identification, and other documents or information. 

By applying for a Platform Account, you agree to provide us with any such information or documents requested by us or the Issuer from time to time. You also expressly authorize us to obtain one or more commercial or consumer credit reports concerning your business and its owners. 

If you are approved for the Platform Account, you will be permitted to use the Platform Account, and your Authorized Users may use the Cards, subject to the terms of, and your full compliance with, the terms of the Governing Documents.

1.3  Consent to Doing Business Electronically

You agree that your submission of an application and electronic consent to these Terms constitutes a valid electronic signature and your consent to conduct business with us electronically.  This means that you agree that any electronic signature you provide will have the same legal effect as a physical signature and consent to us providing all notices, communications and documents to you in electronic form.  If you decline or revoke your consent to conduct business with us electronically, we may close or suspend your Platform Account and any associated Cards.

1.4  Linked Bank Accounts

We use Linked Bank Accounts to, among other uses, calculate credit limits and initiate ACH debit repayment of Card statement balances. You are required to successfully link an external bank account via Plaid (www.plaid.com) during the onboarding process in order to be approved for a Platform Account and must maintain at least one Linked Bank Account account at all times. You agree that we may directly debit the linked external bank account for any amounts owed as described below.

In the event that (1) we are unable to connect with an external bank account that you specify anytime after you have opened your Platform Account, and (2) we determine that the failure to connect was not caused by a technical issue related to the Portal (a “Bank Connection Failure Event”), we will promptly notify you and request that you reconnect your external bank account or substitute with another external bank account. Failure to maintain a linked external bank account for more than three (3) business days after we provide notice shall constitute an event of default.

1.5  Credit and Transaction Limits

We determine your creditworthiness and set credit limits applicable to the Platform Account, in part, through evaluating certain bank account data related to your linked external bank account. We use services provided by Plaid to securely collect your bank account credentials and create/store an encrypted account token that allows us to access particular bank account details such as available account balance and update your credit limit on a daily basis.  

From time to time, we or the Issuer may, in each such person’s sole discretion, establish and/or modify credit limits applicable to the Platform Account, any Card, or any Transactions. We will communicate credit limits to you through the Portal or other documentation. You are responsible for any Transactions that exceed any credit limits and agree to promptly take any actions necessary to comply with any credit limits at all times. Any limits we or the Issuer may establish are at our and the Issuer’s complete discretion; we may decline or permit Transactions below or exceeding such limits at our discretion.

1.6  Prohibited Transactions

The Cards and the Platform Account cannot be used for:

• Transactions for personal, family or household purposes.
• Transactions that violate any federal, state or local law or regulation.
• Transactions related to any business involving adult entertainment, cannabis, cryptocurrency, gaming, or online gambling.
• Any other types of prohibited Transactions about which we have notified you from time to time.

1.7  Payments and Statements; Credit Reporting; Collections

Your Transactions will accrue over 24-hour billing cycles beginning at midnight UTC and ending at midnight UTC the following day. We will provide daily statement balance information for all of the activity on your Platform Account for each billing cycle via our Portal. 

At the end of each billing cycle, or on any other timeline specified by us and communicated to you through the Portal, we will automatically debit your linked external bank account for the full balance of the related daily statement, including any pending chargebacks. If an automatic debit fails for any reason, we will attempt to automatically debit your linked external account up to two additional times for the amounts owed.

Your payment history and performance may be reported to one or more third-party data providers, including credit bureaus. 

You are responsible for all costs or expenses that are owed, whether to us or a third party, to collect late payments, including legal or collections fees.

1.8  Adding Authorized Users and Requesting Cards

You may establish Authorized Users who can conduct Transactions on your behalf using the Cards. By establishing Authorized Users, you acknowledge and agree that we will consider all Transactions engaged in by your Authorized Users as authorized by you and that you will be responsible for all such Transactions. You also agree that establishing an Authorized User through the Portal will constitute a request to issue the Authorized User a Card and your authorization to issue renewal or replacement Cards to the Authorized User when the Authorized User’s current card nears its expiration. You may also request and manage Cards issued in connection with your Platform Account through the Portal.

The issuance of cards is subject to the discretion of the Issuer, and Card designs are subject to Issuer approval. The Cards must be activated prior to use by following the instructions that we provide to you, or are that provided with the Cards. You are prohibited from requesting more than one active physical Card per individual user. 

1.9  Disputes and Chargebacks

If you have a dispute regarding a charge, first contact the applicable merchant. If the merchant is unable to fully resolve the dispute, you may initiate a chargeback by contacting us at help@getzena.com no later than 60 days following the date of the statement containing the applicable charge. You agree to cooperate with, and provide any information to, us, Issuer, and Issuer’s agent related to the investigation of a disputed charge. If you have any other complaint or issue regarding the Platform Account or the Cards, contact us through the Portal.

1.10  Fees

There are no fees, interest or charges for your use of the Platform Account and the Cards. Monitor the Portal and other means by which we contact you for any changes to our fees. 

1.11  Responsibility to Safeguard the Platform Account and Cards and Notify Us of Loss or Theft

You and your Authorized Users must use reasonable care to safeguard access to the Platform Account and the Cards. This means, but is in no way limited to, ensuring that you and your Authorized Users keep your Platform Account information, statements, Cards and Card numbers, Portal login credentials, and any computer, mobile device and network used to access the Portal secure at all times.

1.12  Reporting Unauthorized Liability for Unauthorized Transactions; Revoking Access

You are responsible for promptly reviewing your monthly statements for errors or unauthorized activity. If you suspect that a Transaction is unauthorized or erroneous, or that a Card or your login credentials for the Portal have been lost, stolen or compromised, you must promptly (1) if applicable, freeze the related Card via the Portal, and (2) notify us by contacting our support team at help@getzena.com. You will not be liable for unauthorized Transactions that occur after we receive your notice, and your liability for unauthorized Transactions that occur prior to properly taking the actions above is limited to $50.

All Transactions authorized by your Authorized Users or by any person to whom you have given access to a Card or your Platform Account will not constitute unauthorized Transactions, even if such Authorized Users or persons exceeded the authority you have given them or failed to comply with your own policies concerning use of the Platform Account or Cards. You are solely responsible for revoking access to the Platform Account, Cards, and login credentials (or notifying us to assist with revoking such access) to the extent you wish to remove an Authorized User from your account. In addition, you agree that you will provide us and any law enforcement authority reasonable assistance with any investigation or prosecution with respect to unauthorized Transactions.

1.13  Default

We may consider your Platform Account to be in default if you:

• Fail to pay any amounts owed when due;
• Fail to remedy a Bank Connection Failure Event within three (3) business days of notice;
• Breach any provision of the Governing Documents;
• File for dissolution or bankruptcy;
• Establish a Platform Account or request a Card using false or inaccurate information; 
• Engage in illegal activity or Transactions or otherwise violate any applicable law or regulation; or
• If we or the Issuer determines at any time that you pose an unacceptable risk to us or the Issuer.

If your Platform Account is deemed to be in default, we or the Issuer may reduce your credit limits, decline to issue you new Cards, close or suspend your Platform Account, and/or deem all amounts outstanding immediately due and payable.

1.14  California Businesses

If your business is organized or located in the state of California, we will have no recourse against you for your payment obligations to us with respect to Transactions notwithstanding any other terms or provisions of the Governing Documents. However, we will have recourse against you with respect to all other obligations you have under the Governing Documents, and nothing in this section shall be construed as waiving any right or remedy we may have arising from fraud, intentional misrepresentation, or willful misconduct or gross negligence by you, your Authorized Users, or any of your employees or agents.

1.15  Additional Terms

1.15.1  Business Purpose

The Platform Account and all Cards may only be used for business purposes (and not personal, family, or household purposes). 

1.15.2  KYC; Authorized User Information

You agree to obtain and provide information concerning you and your prospective or current Authorized Users that Issuer or (or Issuer’s agent) may request from time to time, including for purposes of complying with “Know Your Customer” and other applicable laws that may prohibit or limit the use of the Platform Account and the Cards, such as a person’s or entity’s inclusion on the Office of Foreign Assets Control list. 

1.15.3  Reservation of Rights

Issuer or its agent may decline, reverse, require further authorization for, place a hold on, or take any other lawful action regarding any Transaction, the Cards and the Platform Account, in its sole discretion, for any reason, including due to a breach of the Governing Documents, your creditworthiness, and suspected or actual fraud. We may, or may be required by Issuer or its agent to, suspend or terminate the Platform Account or any Cards at any time and for any reason.  

1.15.4  Liability for Card Users

You are solely responsible for all acts and omissions of you, the Authorized Users, or any other person as it relates to any such person’s use of the Cards and the Platform Account, including compliance with applicable law. 

1.15.5  Property Rights

Each Card is the property of the Issuer and must be returned to the Issuer upon request. The Cards and related documentation used or provided in connection with the Platform Account and the Cards that is not owned by us is owned by the Issuer and other third parties, as applicable, including any trademarks displayed on the Cards, and is subject to any conditions on their use imposed by the Issuer and other third parties. No Governing Documents (including these Terms) assign or convey any interest in the intellectual property of us, the Issuer or any third party, except for the limited right to use the Platform Account and the Cards subject to the terms of the Governing Documents. 

1.15.6  Information Sharing

You license and authorize us to share your information, including the account activity associated with the Cards and the Platform Account, with us, the Issuer, the Issuer’s agent, and, to the extent necessary to provide the Platform Account and the Cards, other third parties. Our collection, use and sharing of information in connection with this program is governed by our Privacy Policy, located at https://www.getzena.com/privacy.

1.15.7  Relationship of the Parties

These Terms are made solely as between you and us and do not establish a contractual or any other legal relationship between or among you, the Issuer (or any of its agents), or any other third-party service provider.

2. Additional Legal Terms

2.1  Disclaimers of Warranties

WE (ON BEHALF OF US, THE BANK, THE BANK’S AGENTS, AND ALL OF THEIR SERVICE PROVIDERS) SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EACH OF WHICH IS HEREBY EXCLUDED. THE PLATFORM ACCOUNT, THE CARDS, AND SERVICES RELATED TO THE PLATFORM ACCOUNT AND THE CARDS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESSED, IMPLIED OR STATUTORY. THIS DISCLAIMER OF WARRANTY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN ANY APPLICABLE JURISDICTION.

2.2  Limitations of Liability

To the fullest extent permitted by law, we are not liable to you for any consequential, indirect, special, punitive, putative, or exemplary damages, lost profits or lost revenues, whether or not advised of the possibility of such damages, and regardless of the legal theory on which the claim for damages is based.

2.3  Indemnification

You agree to indemnify, defend, and hold harmless us and our employees, directors, and other representatives against any and all third party proceedings, claims, demands, causes of action, damages, fines (including those imposed by payment systems, networks, or regulators or other governmental authorities), reasonable expenses (including reasonable attorneys’ fees and other legal expenses), liabilities, or any other losses arising out of or related to the establishment, use, and maintenance of the Cards and the Platform Account, including any act or omission by you or any Authorized User and any breach of the Governing Documents by you or any Authorized User.  

2.4  General Representations, Warranties, and Covenants

You represent, warrant, and covenant that (a) you are 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 these Terms; (c) entering into and performing all obligations under these Terms is not inconsistent with any of your governing documents, and does not and will not contravene any provision of or constitute a default under any contract or other instrument binding your 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 your company will certify the accuracy of all such information regarding your company; and (e) you will deliver in a form acceptable to us any legal documents, financial statements, or other information we may require in connection with the Platform Account and the Cards. 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 perform your obligations under these Terms.

2.5  Arbitration and Waivers

Be sure that you read this provision carefully and understand that this provision may significantly limit your rights if there is a dispute between you and us, including your right to bring or participate in a class action.

2.5.1  Election to Arbitrate

You and we agree that the sole and exclusive forum and remedy for resolution of a Claim is final and binding arbitration pursuant to this Section 2.5 (the “Arbitration Provision”). As used in this Arbitration Provision, “Claim” includes any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of these Terms, or the activities or relationships that involve, lead to, or result from these Terms, including the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counterclaims, cross-claims, third-party claims, or otherwise. Please note that you may continue to assert Claims in small claims court, if your Claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

2.5.2  Applicability of the Federal Arbitration Act and Arbitrator’s Powers

This Arbitration Provision is made pursuant to a transaction involving interstate commerce and is governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator must take steps to reasonably protect confidential information.

2.5.3  Informal Dispute Resolution

If a Claim arises, our goal is to address your concerns and, if we are unable to do so, to provide you with a neutral and cost-effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you will first submit your Claim to us by email and provide us with the opportunity to resolve your concern prior to initiating arbitration.

2.5.4  Arbitration Procedures

The party initiating arbitration must do so with the American Arbitration Association (the “AAA”) or Judicial Alternatives and Mediation Services (“JAMS”). The arbitration will be conducted according to, and the location of the arbitration determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1(800) 778-7879 or visit the AAA's web site at: www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision controls, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. The arbitration will be held in the United States county where you live or work, or any other location we agree to.

2.5.5  Arbitration Fees

If we initiate arbitration, we will pay all the administrator's filing costs and administrative fees (other than hearing fees). If you initiate arbitration, filing costs and administrative fees (other than hearing fees) will be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator's rules. We will pay the administrator's hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party bears the expense of its own attorneys' fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, this Arbitration provision does not prevent these statutory rights from applying in the arbitration.

2.5.6  Appeals

Within thirty (30) days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within thirty (30) days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal are governed by this Arbitration Provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, are final and binding, except for any appeal right under the Federal Arbitration Act (“FAA”), and may be entered as a judgment in any court of competent jurisdiction.

2.5.7  No Class Actions

No Arbitration May Proceed on a Class, Representative, or Collective Basis (Including as Private Attorney General on Behalf of Others), Even if the Claim or Claims Subject to Arbitration Had Previously Been Asserted (or Could Have Been Asserted) in a Court as Class Representative, or Collective Actions in a Court.

Unless all parties in the arbitration consent in writing, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless all parties to the arbitration consent in writing , an award in arbitration determines the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and do not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator has the power or authority to waive, modify, or fail to enforce this Section 2.5, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, is invalid and unenforceable. A court, not the administrator or any arbitrator, will determine the validity of any challenge to this Section 2.5.

2.5.8  Survival and Severability of Arbitration Provision

This Arbitration Provision survives the termination of these Terms. If any portion of this Arbitration Provision other than Section 2.5 is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision will remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in Section 2.5 are finally adjudicated pursuant to the last sentence of Section 2.5 to be unenforceable, then no arbitration will proceed. No invalidation authorizes an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.

2.5.9  Judicial Forum for Claims

Except as otherwise required by applicable law, if this Arbitration Provision is found not to apply to you or your Claim, you and we agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Virginia. Both you and us consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.

2.5.10  Waiver of Right to Litigate

The parties acknowledge that they have a right to litigate claims through a court before a judge or jury and knowingly and voluntarily waive that right by agreeing to these Terms and Arbitration Provision.

2.6  Miscellaneous.

Any notice you send to us is effective after we receive it and have a reasonable opportunity to act on such notice, and any notice we send to you electronically is effective upon us sending the notice, and any other notice that we send to you is effective upon your receipt of the notice. Except as set forth in the Arbitration Provision, if any part of these Terms is found to be invalid, the rest of these Terms will remain in effect. Any waiver provided to you, of any kind or at any time, only applies to the specific instance involved, and is not a general waiver under these Terms for any other or future acts, events, or conditions. Any delay by us does not forfeit any rights under these Terms. You may not transfer, sell, or assign the Platform Account, any Cards, or these Terms, or any rights or obligations under these Terms or associated with the Platform Account or the Cards, to another person or entity. As used herein, the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” the word “or” is not exclusive, and the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Words defined in the singular include the plural, and vice versa.]