Terms and Conditions Cash Back

Clutch Card Cash Back Program

Effective Jun 9, 2023

Last updated: Jun 9, 2023

Please read these Clutch Card Cash Back Terms & Conditions (the “Terms”) carefully and retain them for your future reference. These Terms contain the general terms, conditions, and disclosures related to the Clutch Card Cashback Program (the “Program”) made available by OTR Capital, LLC d/b/a OTR Solutions (“Company“), to businesses that have a Clutch Business Deposit Account (the “Account”) and Clutch Card VISA^® Debit Card (the “Card”) issued by Thread Bank. This is a separate and independent agreement from the Clutch Card Visa Debit Cardholder Agreement.

When you see the words “we,” “us,” or “our” in these Terms, it refers to Company and any of Company’s affiliates, successors, assignees, agents, or service providers. When you see the words “you” or “your,” it refers to you, the business that elects to earn cashback on Qualifying Purchases by enrolling in the Program that is responsible for complying with these Terms, as well as your Authorized Users, representatives, administrators, and successors.

By acknowledging these Terms and/or by enrolling in the Program in any way, you agree to be bound by these Terms.

1. Program Overview

These Terms describe how the Program works and are an agreement between you and Company. By participating in the Program, you agree to be bound by these Terms and the Company’s Terms of Service and Privacy Policy. These Terms are a legally binding contract between you and Company regarding your participation in the Program. Interpretation of these Terms shall be at our sole discretion. Your participation in the Program is expressly conditioned upon your compliance with these Terms and with all present and future updates to these Terms that the Company may, in its sole discretion, adopt from time to time. The Program is void where prohibited by law. You agree that use of any feature of the Program indicates your acceptance of these Terms.

2. Definitions

In these Terms, the following words have the special meanings below:

“OTR Factoring Agreement” means the Receivable Security and Purchase Agreement entered into by you.
“Qualifying Purchases” means all purchases and card transactions that generate positive interchange.
“Website” means the Company website, at otrsolutions.com.

3. Eligibility

The Program is available to all approved participants at our sole discretion.

We may decline a request to join or access to the Program for any reason at our sole discretion. We are not liable for any damages or liabilities resulting from refusal to join or otherwise participate in our Program.

4. Changes to These Terms

We may make changes to the Program and the Terms at any time and at our sole discretion, with or without notice to you. We will provide advance notice to you of a change in Terms where required by law.

5. How You Can Earn Cashback

For each Qualifying Purchase, you will receive a predetermined amount of cashback based on a percentage of the transaction amount. The standard cash back rate is 0.25% for all Qualifying Purchases. As such, all Qualifying Purchases receiving the standard cash back rate will receive 0.25% cashback for each one-dollar ($1) spent. Please note that you may earn cash back for Qualifying Purchases made on your OTR Clutch debit card at a rate other than the standard cash back rate disclosed in these Terms at the discretion of the Company and agreed upon as part of the Contractual Terms disclosed in your OTR Factoring Agreement.

You will earn cashback as follows:

Cashback is only earned on the amount spent on Qualifying Purchases.
There is no limit to the total cashback we will calculate and distribute if the Program continues, and your Account is open and in good standing.
If cashback is issued for a Qualifying Purchase that is later returned or refunded, or the transaction is otherwise voided, the corresponding amount of cash will be automatically deducted from your Account.

Cashback will be posted to your Account within five (5) business days after a Qualifying Purchase is made with your Card.

6. Communications

We may send communications about the Program and marketing messages to you at any mailing or email address or phone number in our records or through our online services, such as SMS or the App.

By providing your cellular phone number or other wireless device number and enrolling in the Program, you are providing Company or our agents your signature expressly consenting to receive marketing messages, SMS, and texts, including by automated means, at the number provided, even if the number is on a corporate, state, or national Do Not Call list. This consent applies to all telephone numbers you provide to us now or in the future. Your mobile service provider may charge you for these calls or messages. You agree that Company and its third-party service providers may monitor and record any communications for quality control, training purposes or to otherwise assist in providing Program services.

You acknowledge and agree that you are not required to agree as a condition of any purchase or service. To opt-out of marketing messages, please contact our Customer Service team at support@otrclutch.com.

Let us know right away about any changes to your contact information in the App.

7. Termination/Cancellation

The Program has no predetermined termination date. If you wish to cancel your participation in the Program, you may contact our customer service team at support@otrclutch.com.

We may, in our sole discretion, terminate the Program, in whole or in part, at any time, with or without notice, which may result in the cancellation of all benefits and privileges associated with the Program. These Terms will terminate immediately and automatically without any notice if you violate any of the terms and conditions of these Terms.

Cashback will be posted to your Account within five (5) business days of the Program termination date. Following the Program termination date, you will no longer be able to earn cashback.

8. Governing Law

These Terms are governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms shall be instituted exclusively in the federal courts of the United States or the courts of the State of Georgia in each case located in Atlanta and Fulton County. You waive all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

9. Indemnification

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your use or misuse of the Program or your breach of these Terms.

10. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR PARTICIPATION IN THE PROGRAM FOR ANY AND ALL INJURIES, LOSSES, OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, RELIANCE, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES TO PERSONS, INCLUDING PERSONAL INJURY OR DEATH, OR PROPERTY, ARISING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM ANY ACTION TAKEN OR NEGLECTED TO BE TAKEN WITH REGARD TO THE PROGRAM, ACCEPTANCE, POSSESSION, MISUSE OR USE OF ANY CASHBACK, OFFER, REWARD OR BENEFIT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE).

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

11. DISCLAIMER OF ALL WARRANTIES

WITHOUT LIMITING THE FOREGOING, THE PROGRAM, INCLUDING, WITHOUT LIMITATION, THE PROGRAM, APP AND ALL CASHBACK, OFFERS, DISCOUNTS AND BENEFITS, ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PROGRAM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

NEITHER THE PROGRAM NOR ANY BENEFIT OFFERED BY THE PROGRAM CREATES, CONSTITUTES, OR GIVES RISE TO ANY LEGAL OR CONTRACTUAL RIGHTS BY YOU AGAINST COMPANY. YOUR USE OF THE PROGRAM IS SOLELY AT YOUR OWN RISK.

SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY.

12. Severability

If any provision of these Terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect.

13. Privacy

All information we collect through or in connection with this Program is subject to our Privacy Policy. By participating in the Program, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. For an explanation of Company’s practices and polices relating to the collection, use, and storage of your personal information, please refer to Company’s Privacy Policy available at https://otrsolutions.com/privacy-policy. Company, its agents, affiliates, subsidiaries, representatives, or service providers may use your information for purposes of providing cashback and/or for future marketing, such as to notify you of a product or promotion that may be of interest.

14. Waiver

Notwithstanding the foregoing, Company’s failure to exercise any of its rights under the Program or its delay in enforcing or exercising any of those rights shall not constitute a waiver of such rights.

15. Disclosure

Company is a financial technology company and is not a bank. Banking services are provided by Thread Bank, member of the Federal Deposit Insurance Corporation. The Clutch Card Visa^® Debit Card is issued by Thread Bank pursuant to a license from Visa U.S.A. Inc. and may be used everywhere Visa debit cards are accepted. The Program and any other reward programs offered in connection are the sole responsibility of Company and its service providers.