This Spend Account Agreement (“Agreement”) is provided to you by Cadana Inc. (“Sponsor”) and governs your access and use of the Sponsor Spend Account (your “Account”) made available to you by Sponsor. Transactions on your Account will be made via a card provided by our partner vendor (“Sponsor Partner”) and subject to the Sponsor Partner's separate terms and conditions and policies. Please read and keep this Agreement for your records. In this Agreement the words “you” and “your” refer to each person that opens and maintains an Account with us. “We” “us” and “our” refer to Cadana Inc. The Account shall be used for the purchase of merchandise and/or services (“Purchases”) solely for business commercial or other purposes as allowed for by the Sponsor. The effective date (“Effective Date”) of this Agreement will be the first date that you use the Account. You may use your Account to make Purchases from time to time under your Account up to any spending limit we may establish for your Account (your “Spending Limit”) as communicated by us to the Sponsor Partner.
You may not assign any of your rights or obligations under this Agreement or the Account without our prior written permission; we may withhold such permission in our sole discretion. We are not required to give you notice of our assignment of our rights, obligations, and interest in this Agreement or the Account.
The Account is established only for the purpose of purchasing goods and/or services to be used for business commercial or organizational purposes on behalf of or as allowed for by the Sponsor. You understand that your agreement not to use this Account to purchase goods/services for personal, family, or household purposes means that important duties imposed upon us and important rights conferred upon a consumer pursuant to certain laws will not apply to this Account. You also understand that we will be unable to determine whether any given Purchase conforms to the requirements of this section. You agree that a breach by you of the provisions of this section will not affect our right to enforce your promise to pay for all amounts owed under this Agreement or to use any remedy legally available to us even if that remedy would not have been available had the Account been established as a consumer account.
You may buy from the goods and/or services using the Account and via the cards provided by Sponsor Partner. You authorize us to establish this Account for your use and we permit you to charge Purchases under the terms of this Agreement. If you elect to make Purchases under the Account from time to time, you agree to pay for all Purchases charged to your Account and all other charges mentioned below according to the terms of this Agreement. You understand that we will be unable to determine whether any given Purchase you charge to your Account was in fact authorized by and for the benefit of the business in whose name the Account is established. You agree that your promise to pay as contained in this section will apply to all Purchases made by you or by anyone on your behalf, whether or not the Purchase was in fact authorized by and for the benefit of that business. All Purchases charged to this Account made during a daily billing period will be shown on the Statement for that period and payment of the entire balance (the “New Balance”) is due in full each day.
You agree that any Purchase of goods and/or services charged to your Account under this Agreement will be solely governed and controlled by the terms and conditions found in the receipt(s) order forms and this Agreement, and any other terms set out in your purchase order or any other or different form shall not apply even though such purchase order or other or different form may be submitted to or accepted by us in connection with a Purchase.
When there is a New Balance shown on your Statement, you agree to pay the entire New Balance in time for receipt by us by the Payment Due Date shown on the Statement and in the manner we require. Any payments received after 5 p.m. on any business day will be credited on the next business day.
We may impose a finance charge to you for balances remaining unpaid over 1 day from the Statement date. Current rates will be assessed at [0%] the maximum rate allowed by law on the past due balance. Sponsor reserves the right to unilaterally waive this provision.
You may at any time terminate this Agreement. We may at any time and subject to applicable law:
Subject to the limitations of applicable law, we may declare that you are in default under this Agreement if you (a) fail to pay your New Balance when due as described above; (b) violate any other term of this Agreement; (c) become the subject of bankruptcy or insolvency proceedings; or (d) exceed the Spending Limit on your account. After your default or your death, subject to the limitations of applicable law, we have the right to: (i) reduce your Spending Limit; (ii) terminate your Account, in which case the terms of this Agreement will apply until full payment is received of the amount owing on your Account; (iii) require immediate payment of your entire Account balance; (iv) bring an action to collect all amounts owed; and (v) take any other action allowed by law. If after your default we refer your Account for collection to an attorney who is not our salaried employee, we may, to the extent permitted by applicable law, charge you or collect from you our collection costs including court costs and reasonable attorneys' fees.
You may be liable for the unauthorized use of your Account. You agree to promptly notify us of possible unauthorized use of your Account by writing or by calling us at 914-240-2006. You agree that unauthorized use does not include use by any persons whom you have given authority to use the Account and that you will be liable for all use by such persons. To terminate that authority, you must notify us at 914-240-2006.
The credit of your business may be used in making credit decisions. You authorize us to investigate the creditworthiness of your business by obtaining credit reports and making other inquiries as we deem appropriate. In the event that this Account is not paid as agreed, we may report the liability of your business and the status of this Account to credit bureaus and others who may lawfully receive such information.
You will protect, defend, and indemnify and hold us harmless from any and all claims, causes of action, or demands which in any way relate to or arise out of actions taken or failure to act by you or any of your employees, service providers, or representatives.
You consent to us contacting you using all channels of communication and for all purposes. We will use the contact information you provide to us. You also consent to us and any other owner or servicer of your account contacting you using any communication channel. This may include text messages, automatic telephone dialing systems, and/or an artificial or prerecorded voice. This consent applies even if you are charged for the call under your phone plan. You are responsible for any charges that may be billed to you by your communications carriers when we contact you.
We treat every customer call confidentially. To ensure that you receive accurate and courteous customer service, on occasion, your call may be monitored by other employees, and you agree to any such monitoring.
We reserve the right at any time and in our sole discretion not to exercise any of our other rights under this Agreement, and should we do so, we will not waive our right to exercise any such right in the future. Without limiting the foregoing, we may, at our option: (a) accept late or partial payments or checks or money orders marked “payment in full” or tendered with other conditions or limitations; (b) agree to extend the due date of any payment due under this Agreement for any length of time; and/or (c) release any other person responsible under this Agreement without notifying you and without releasing you from the obligation to pay all amounts owing under this Agreement in full or to otherwise perform the terms and conditions of this Agreement.
You agree to notify us promptly if your business changes its address. Until we are notified that your business' address has changed, we will continue to send Statements and other notices to the last address for the business we maintained on your Account. You agree that when we are notified that your business has a new address, the terms of this Agreement specifically applicable to the state of the billing address on the Account will apply to the entire balance of your Account.
THIS AGREEMENT AND YOUR ACCOUNT ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK (WITHOUT REGARD TO INTERNAL PRINCIPLES OF CONFLICTS OF LAW). THE LEGALITY, ENFORCEABILITY, AND INTERPRETATION OF THIS AGREEMENT AND THE AMOUNTS CONTRACTED FOR, CHARGED, AND RECEIVED UNDER THIS AGREEMENT WILL BE GOVERNED BY SUCH LAWS UNLESS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, IN WHICH CASE THOSE TERMS WILL APPLY.
If any provision of this Agreement is determined to be void or unenforceable under applicable law, rule, or regulation, all other provisions of this Agreement shall still be valid and enforceable.
This Agreement constitutes the entire agreement between you and us relating to your Account and supersedes any other prior or contemporaneous agreement between you and us relating to your Account. This Agreement may not be amended except in accordance with the provisions of this Agreement.
You waive the right of “presentment” and “notice of dishonor” to the fullest extent permitted by applicable law. “Presentment” means the right to require us to demand payment of amounts due under this Agreement. “Notice of dishonor” means the right to require us to give notice to other persons that amounts due under this Agreement have not been paid. You also waive demand for payment, protest, notice of protest, and all other notices and demands to the fullest extent permitted by applicable law.
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