Get your application going and start streamlining your business with the most efficient fleet payments platform available.
By submitting this form you agree to our Privacy Policy.
(Cash Secured)
Effective Date: August 26, 2024
Thank you for opening a charge card account with Lewis & Clark Bank, an Oregon state chartered bank (the “Bank”). This Car IQ Pay Vehicle Charge Card Agreement (this “Agreement”) governs your charge card account with the Bank (the “Account”) and the use of the charge cards issued and used in connection with your Account from time to time (each, a “Card”). Cards will be in virtual form, co-branded with our program manager and Servicer, Car IQ Inc. (“Car IQ”), and assigned to specific vehicles in your Fleet (each, a “Vehicle”).
As used throughout this Agreement, the terms “we,” “us,” and “our” (and related terms) refer to the Bank, the terms “Customer,” “you,” “your,” and “yours” (and related terms) refer to the customer identified on the Car IQ Fleet Master Services Agreement (the “Fleet MSA”) and Fleet Program Application (the “Application”). By signing the Fleet MSA, you agree to the terms and conditions of this Agreement. Further, any driver of a Vehicle who uses a Card, or any other person you authorize to use a Card, in connection with your Account (each, an “Authorized User”), agrees to the terms and conditions of this Agreement by using such Card.
You will be responsible for all Tolls and Penalties incurred by Active Tolling Vehicles in addition to all other Tolling Fees and Expenses, which Car IQ will bill you for in accordance with your MSA. Tolling Fees and Expenses will constitute “Fees” as used in the Platform Terms.
You and your Authorized Users may use Cards for purchases in person or by providing to participating merchants information needed to complete the transaction by any other means (e.g., online, through a mobile application, through the Car IQ Platform, etc.). Please note that we have the right to decline to authorize any Card Transaction for any or no reason in our sole discretion, even your Account is in good standing, with or without notice to you before or at the time of the transaction. Further, we also reserve the right, in our sole discretion, to restrict the use of Cards to certain merchant category codes (“MCCs”) from time to time, in which case you understand and agree that Cards may only be used for purchases with merchants classified under such MCCs.
Cards may only be used to make purchases for business purposes. You will not use a Card, and you will not permit any person (including your Authorized Users) to use a Card, for personal, family, or household purposes. You and your Authorized Users may not use (or attempt to use) a Card for any unlawful activity. If a Card is used for any unlawful purchase, we may consider you to be in violation of this Agreement, decline the transaction, and/or terminate your Account. If we elect to terminate your Account, you understand and agree that you will still be liable for all Charges on your Account at the time of termination.
If a Card is used to effect a Card Transaction involving a foreign currency, Visa will convert the amount into U.S. dollars using its own currency conversion procedures. The conversion rate in effect at the time of the Card Transaction may differ from the rate in effect on the Card Transaction date that appears on your Statement. We do not adjust the currency exchange rate; however, we do charge a Foreign Transaction Fee on such transactions. Please refer to our current Fee Schedule for the amount of this Foreign Transaction Fee. You agree to pay all Charges for converted transaction amounts.
Please note that the Cards remain our property, and you agree to immediately cease using any Card(s) upon our request. We may replace a Card (including without limitation any number(s) associated with a Card) with another Card at any time. All Authorized Users must be at least eighteen (18) years old, and you must confirm that each individual meets this age requirement before providing such individual with access to a Card. If at any time you remove a Vehicle from the Fleet, you agree to immediately notify us in writing of such removal and to cease using the Card assigned to that Vehicle.
You understand and agree that you are responsible for all Charges made by each Authorized User, even if those Charges are more than you intended or authorized. You further understand and agree that you are responsible for all Charges made by each Authorized User, regardless of the purposes of those Charges, whether you benefitted from those Charges, or whether the Authorized User violated your own internal rules or policies surrounding the use of a Card. If you are a partnership or sole proprietorship, each partner or the owner of the proprietorship (as applicable) acknowledges personal liability for all Charges made on Cards (and if there is more than one partner, all partners will be jointly and severally personally liable for all such Charges).
Except as otherwise described in this Section 2(e), we will not be responsible or liable for the unauthorized use of a Card that occurs before we receive oral or written notice of any loss, theft, or unauthorized use of the Card (e.g., due to lost or stolen Vehicles or otherwise). Lost or stolen Vehicles, or any unauthorized use of a Card, must be reported immediately by email to support@cariqpay.com or in writing to the address shown on your Statement.
After we receive this notice, the Customer will not be liable for any further unauthorized use of the Card; however, if the Customer is an organization with ten (10) or more Authorized Users and we have issued ten (10) or more Cards in connection with the Account, the Customer will remain responsible and liable for all unauthorized use of the Card before the Customer has notified us of such unauthorized use. In other cases (and except as described below in connection with Visa’s Zero Liability Program), the Customer will be liable for up to fifty dollars ($50) for the unauthorized use of such Card before we have received notice of such unauthorized use. In some cases Visa’s Zero Liability Program may offer additional protection from the unauthorized use of a Card. If the Card (and the Card Transaction in question) is subject to Visa’s Zero Liability Program and we receive notice of the unauthorized use of such Card, we will limit the Customer’s liability for the unauthorized use of the Card to zero, unless we reasonably determine, based on substantial evidence, that the Customer or the Authorized User was fraudulent or negligent in the handling of the Account or Card.
We reserve the right to establish, in our sole discretion, one or more limits applicable to your Account and Cards from time to time. For example, and without limiting the generality of the foregoing, we may establish a limit to take into account the amount of funds you have on deposit in your Cash-Secured Account. You and your Authorized Users agree not to attempt to initiate or make any transactions that will cause you to exceed such limits. If applicable, these limits will be disclosed to you electronically, by mail, on your Statements, or on the Car IQ Platform, Website, or Mobile Application. It is your sole responsibility to monitor your Account balance and any applicable limits. You agree to notify your Authorized Users of these limits.
In some circumstances, we may (but are not obligated to) allow Card Transactions that would allow the Account or a Card to exceed any such limits; provided, however, that if we allow any such Card Transactions, we will not be obligated to do so on future occasions. You agree to immediately pay for any such Card Transaction and any applicable fees or other Charges. We may modify the limits on your Account and Cards for any reason in our sole discretion based on credit scores, payment histories, the amount of funds you have on deposit in your Cash-Secured Account from time to time, and/or other criteria we establish. We will notify you of any such modifications, either electronically, by mail, on your Statements, or on the Car IQ Platform, Website, or Mobile Application, after which you agree to comply with such modified limits, and you agree to notify your Authorized Users of such modified limits.
We will make a periodic statement available to you electronically in connection with your Account, which will include an itemized list of current Charges, a Statement Balance, and a Payment Due Date for the Billing Cycle (each, a “Statement”). To calculate the “Statement Balance,” we will do the following on a Billing Cycle basis: (a) first, we will begin with the outstanding balance on the Account at the beginning of each Billing Cycle on the prior Statement (the “Past Due Balance”); (b) second, we will then add to the Past Due Balance any Card Transactions that are recorded on the Account; (c) third, we will then subtract any other adjustments applicable to the Account (e.g., corrections of a prior calculation, etc.); and (d) lastly, we will then add any applicable fees, interest, or other Charges. You agree to pay the Statement Balance by the “Payment Due Date” indicated on your Statement in accordance with this Agreement.
Interest charges will begin on the date a Card Transaction is posted to your Account; however, you may avoid paying interest charges on the balance of Card Transactions reflected on your Statement, and on any new Card Transactions appearing on your next periodic Statement, by paying the entire Statement Balance on or before the Payment Due Date. We compute interest charges for a Billing Cycle by applying the annual percentage rate set forth in our current Fee Schedule (the “APR”) to the Average Daily Balance of your Account. To determine the Average Daily Balance, we first take the beginning balance of the Account each day, and then add any new Card Transactions, and then subtract any payments, credits, non-accruing fees, and unpaid interest charges – this gives us the daily balance. Then, we add up all of the daily balances for the Billing Cycle and divide by the total number of days in the Billing Cycle, which gives us the “Average Daily Balance.”
You agree to pay for all Charges in connection with your Account, including all Card Transactions, fees, interest, and any other Charges by ACH unless otherwise agreed with our Servicer. You must pay the full Statement Balance by the Payment Due Date indicated on your Statement. For the avoidance of doubt, you may not carry the Statement Balance across Billing Cycles. If you do not pay the full Statement Balance by the Payment Due Date, we may decline to authorize any future transactions on your Account and/or Cards until the full Statement Balance has been paid, and you will be charged interest (as described in Section 4) and a Late Payment Fee. Please refer to our current Fee Schedule for the current APR and for the amount of these Charges. No agreement between you and any Authorized User (including an agreement that will obligate the Authorized User to make payments in connection with your Account) will in any way affect your obligations under this Agreement.
You may designate a bank account (your “Designated Bank Account”) for purposes of making an automatic preauthorized payment each Billing Cycle in order to pay the full Statement Balance on or before the Payment Due Date shown on your Statement (the “Autopay Authorization”). By designating your Designating Bank Account, you represent and warrant that you have full authority to initiate such transactions with respect to the Designated Bank Account. You authorize our Servicer to electronically debit your Designated Bank Account on or before the Payment Due Date in order to pay the full Statement Balance shown on your Statement. You must ensure that there are sufficient funds in your Designated Bank Account on the specified debit date to pay the amount of the debit. If your Designated Bank Account does not have sufficient funds, the amount debited may be adjusted and you may be subject to fees and other Charges. You further authorize our Servicer to electronically debit or credit your Designated Bank Account to correct any erroneous credit or debit. You will be notified through the Car IQ Platform, Website, or Mobile Application (or through an email) of the amount and date of the payment that will be automatically debited from your Designated Bank Account. We will post the payment to your Account within (2) business days after we receive your payment; provided, however, the actual payment date will correspond to: (a) the day we receive your payment in the case of an electronic debit to your Designated Bank Account; or (b) the business day we receive your payment in alternative form if otherwise agreed with our Servicer (e.g., for payments made over the telephone, etc.).
All payments must be made in U.S. dollars. If you choose to make payments through an Autopay Authorization, your Designated Bank Account must be located in the U.S. Please note that we do not accept cash payments made through the mail. In some circumstances, we may accept payments over the telephone, in which case you will be charged a Payment Option Fee. Please refer to our current Fee Schedule for the amount of this Payment Option Fee. We may refuse to accept payments made to your Account by someone else on your behalf. Understanding how we apply your payment is important. In the event you make a partial payment, your payment will be applied as follows: (a) first, to any Transaction Fees, Penalty Fees, Payment Option Fees, and any interest, in the order of their entry to your Account; and (b) second, to Card Transactions, in the order of their entry to your Account.
Please refer to the current Car IQ Pay Vehicle Charge Card Fee Schedule (our “Fee Schedule”) for a description of the fees, interest, and other Charges you may incur in connection with your Account. The Fee Schedule is incorporated into and forms a part of this Agreement. All fees, interest, and other Charges will be posted to your Account, and you agree to pay such fees, interest, and other Charges in accordance with the terms of this Agreement.
Our Servicer will service your Account and Cards, which may include without limitation Account and Card management through the Servicer’s Platform, Website, and/or Mobile Application, customer service relating to any rewards offered in connection with your Account and Cards, and related services and activities. In this capacity, our Servicer may act on our behalf, perform our obligations, and/or enforce our rights under this Agreement. You understand and agree that we and our Servicer may share with each other, and with our and its third party service providers, any information you or your Authorized Users provide in connection with your Account or Cards, or any information that we or our Servicer collect in connection with your Account or Cards, in order for us and our Servicer to provide you with products and/or services contemplated under this Agreement.
The following events will constitute an “Event of Default” under this Agreement:
• Your Designated Deposit Account has insufficient funds to make the payments required under this Agreement when due (e.g., if your Designated Deposit Account has insufficient funds to pay the full Statement Balance on or before the Payment Due Date or otherwise);
• You fail to pay a Statement Balance in full by its Payment Due Date;
• You or any Authorized User exceed(s) the Account or Card limits described in Section 3;
• You or any Authorized User are (is) in breach of this Agreement, or you are in breach of any other agreement(s) you have with us;
• We learn or suspect, in our sole discretion, that you or any Authorized User has made a false, incomplete, or misleading statement to us or otherwise tried to defraud us, or we learn or suspect, in our sole discretion, that you or any Authorized User has engaged in misconduct, fraud, tortious activity, or a violation of Applicable Law; or
• A voluntary or involuntary bankruptcy proceeding is filed by or against you, a receiver or trustee for the benefit of creditors is appointed for you, or we have any other reason to believe, in our sole discretion, that you are unwilling or unable to pay your debts.
If an Event of Default occurs, we may declare the entire amount of your Account immediately due and payable. In addition to the foregoing, we may also take actions with respect to your Account, including without limitation closing or suspending your Account, suspending your Card(s), continuing to charge fees, interest, and other Charges if your Account has an outstanding balance, and/or pursuing any other action available to us under this Agreement and/or Applicable Law.
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 that identifies each person who opens an Account. What this means for you: When you open an Account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.
We may ask for this information to identify the Customer, your Authorized Users, the beneficial owners of the Customer, and the individuals with significant responsibility for managing the Customer (e.g., the CEO, CFO, President, Treasurer, Corporate Secretary, General Partner, Manager or Managing Member, or any other individual who regularly performs similar functions). You agree to immediately notify us in writing if any of this information changes. We may ask you for additional documents and to verify any changes to information you provided us. Please note that we may restrict or close your Account and any Card(s) if we cannot verify this information, or if you fail to provide this information to us upon our request from time to time.
As collateral security for payment and performance of your payment obligations under this Agreement (collectively, the “Obligations”), you grant to the Bank a security interest in the “Collateral” described in your Assignment of Deposit Account with the Bank (the “Security Agreement”), which is incorporated into and forms a part of this Agreement. Please note that the Collateral includes without limitation the deposit account(s) described in the Security Agreement (each, a “Cash-Secured Account”). Please refer to the Security Agreement for additional information about this security interest and the Collateral (among other terms).
Upon our request from time to time, you agree to provide us with corporate federal and state tax transcripts and bank account statements and/or to complete, execute, and deliver any forms necessary or appropriate for us to obtain such tax transcripts or statements from applicable federal or state agencies or from your financial institution.
Upon our request from time to time, you agree to provide us with copies of your financial statements, including without limitation balance sheets, income statements, statements of cash flow, and such other financial information we may request concerning your financial condition and operations (collectively, your “Financial Statements”). You must ensure that your Financial Statements are prepared and maintained in conformance with generally accepted accounting principles applied on a consistent basis throughout the periods involved, and that your Financial Statements present your financial condition and the results of your operations as of the dates and for the periods indicated. When you provide us with a copy of your Financial Statements, you represent and warrant that you have no knowledge of any actual, alleged, or suspected fraud loss events, or any false, misstated, or misleading financial information that would adversely affect the accuracy of the Financial Statements, and that you will immediately notify us if you become aware of any such events or information.
You and each Authorized User agrees to comply at all times with all applicable federal, state, and local laws, regulations, rules, and ordinances applicable to your business, as well as all laws, regulations, rules, and ordinances applicable to this Agreement, your Account, and/or the Cards (collectively, “Applicable Law”).
Except for the terms of the Security Agreement, we may amend this Agreement, our Fee Schedule, and any other agreements or documentation relating to our charge card accounts by providing written notice to you of any such amendment in accordance with Applicable Law. If you continue to maintain your Account after the effective date of any such amendment, you and each Authorized User will be deemed to have accepted the amendment. To the extent applicable, any such amendment will apply to your existing Account balance and to any future Card Transactions involving your Account. Any amendments to the Security Agreement must be in a writing signed by both the Customer and the Bank.
You may terminate this Agreement and your use of the Cards upon at least thirty (30) days’ prior written notice to us. We may terminate this Agreement and/or close or suspend your Account and Cards at any time and for any reason with or without notice to you, subject to Applicable Law. If your Account or any Card is closed or suspended for any reason, you must stop (and you must stop your Authorized Users from) using the Card(s), and you must cancel any and all preauthorized automatic payments or other transfers applicable to the Account. Upon our request, you agree to cease using the Cards. Please note that, in the event your Fleet MSA is terminated for any reason, this Agreement will also automatically terminate, unless we have otherwise agreed with you in writing to continue this Agreement. Any such termination, closure, or suspension of your Account and/or Cards will not affect your obligations as to any Account balance or other Card Transactions, fees, interest, or other Charges outstanding or initiated prior to such termination, closure, or suspension. All amounts due in connection with the Account will be due and payable in full upon termination.
You and your Authorized Users authorize us (and our Servicer) to contact you and your Authorized Users at any phone number or email address provided to us from time to time, or at any phone number or email address at which we believe we may reach you or any Authorized User. We may make contact through any method of communication, including without limitation calling, texting, emailing, sending push notifications through a Mobile Application, or using any other method of communication we elect to use from time to time, subject to Applicable Law. You and your Authorized Users consent to us using automated dialers or prerecorded messages. We may make contact to a mobile, wireless, or similar device, even if you or your Authorized Users are charged by mobile or other service providers. Further, you and your Authorized Users understand and agree that we may electronically record any telephone calls between the Bank (and/or our Servicer) and anyone acting on your behalf in connection with your Account or Cards, and you agree to obtain the consent of each of your Authorized Users, officers, employees, and agents to such recording. You agree that these recordings, and any other messages (e.g., via telecopier, fax, email, electronic message, etc.), will control in the event of any conflicts with your own internal records.
We may delay or waive enforcement of any of the provisions of this Agreement without losing our right to enforce the same provision later or any other provisions of this Agreement. You and your Authorized Users waive the right to receive notice of any waiver or delay or presentment, demand, protect, or dishonor. You and your Authorized Users also waive any applicable statute of limitations to the extent permitted by Applicable Law and any right you or an Authorized User may otherwise have to require us to proceed against any other person before suing to collect.
Neither the Customer nor any Authorized User may assign its rights or obligations under this Agreement (by operation of law or otherwise) without our prior written consent. Any such assignment or attempted assignment without our consent will be void. We may sell or assign your Account and/or this Agreement at any time and without prior notice to you, in which case any such purchaser or assignee will take our place under this Agreement. If we receive any payments from you after any such sale or assignment, we may return the payment to you, forward the payment to the purchaser or assignee, or handle your payment in any other way we deem reasonable, subject to Applicable Law.
You and your Authorized Users agree that we will not be responsible or liable for any refusal by a merchant, financial institution, ATM terminal or terminal operator, or other person to honor or accept a Card. We will have no responsibility or liability for any products or services obtained by you or an Authorized User with a Card, and you agree that any dispute concerning such products or services will be settled solely between you and such merchant, financial institution, ATM terminal or terminal operator, or other person. You and your Authorized Users further agree that we will not be responsible or liable for any losses or damages that you or an Authorized User incur(s) if we choose not to authorize a Card Transaction.
This Agreement will be governed by and interpreted in accordance with the laws of the State of Oregon without regard to conflict of law provisions. The Customer and each Authorized User consents to the personal and exclusive jurisdiction and venue of the state or federal courts located in Multnomah County, Oregon in connection with any suit, action, or matter arising out of or relating to this Agreement. The Bank, the Customer, and each Authorized User waives trial by jury in any judicial proceeding involving any matter (whether in tort, contract, or otherwise) arising out of or relating to this Agreement. In the event of any dispute or legal or equitable action arising out of or relating to this Agreement, the prevailing party will be entitled to all of its out-of-pocket expenses and costs (including reasonable attorneys’ fees). In addition, if we refer the collection of your Account balance to an attorney, you agree to pay our reasonable attorneys’ fees, in addition to any other fees, costs, or charges permitted under Applicable Law.
If any term, provision, or part of this Agreement is to any extent held invalid, void, or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will not be impaired or affected, and each term, provision, and part will continue in full force and effect, and will be valid and enforceable to the fullest extent permitted by Applicable Law. Any provisions of this Agreement that by their nature would reasonably be expected to survive termination of this Agreement will survive any such termination.
Any written notice from us will be deemed given when mailed to the Customer at its mailing address for periodic Statements. Any such notice will also be deemed to constitute notice to all Authorized Users.
The Customer and each Authorized User agrees, jointly and severally, to indemnify and hold harmless the Bank, our Servicer, and their respective successors, assigns, directors, officers, employees, and agents (“Indemnitees”) from and against any and all claims, demands, losses, liabilities, and expenses (including reasonable attorneys’ fees) (“Losses”) resulting directly or indirectly from the Customer’s or such Authorized User’s (a) breach of any term of this Agreement; or (b) violation of any Applicable Law or the rights of any third party.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any prior or contemporaneous negotiations or oral or written agreements about the same subject matter. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. All banking products and services are provided and performed by the Bank, which is a member of the Federal Deposit Insurance Corporation. Visa is a registered trademark of Visa International Service Association and is used by the Bank pursuant to a license from Visa U.S.A. Inc. The Bank’s and Car IQ’s trademarks are owned by the Bank and Car IQ, respectively. Time is of the essence with respect to all dates and time periods in this Agreement.
The Fleet MSA may be executed in counterparts (and by different parties in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to the Fleet MSA by electronic transmission shall be effective as delivery of a manually executed counterpart of the Fleet MSA. Any person that signs the Fleet MSA represents and warrants that he or she is duly authorized to execute and enter into the Fleet MSA (and this Agreement) on behalf of the Customer, and that he or she will provide evidence of such authorization upon Car IQ’s and/or the Bank’s request.
If you have general questions about your Account or our practices, you may contact us by email at support@cariqpay.com or by writing to the address shown on your Statement.
Get your application going and start streamlining your business with the most efficient fleet payments platform available.
By submitting this form you agree to our Privacy Policy.
Eliminate the credit card and transform your fleet operations with our cutting-edge payments platform.
By submitting this form you agree to our Privacy Policy.
