Updated: August 1, 2024

1. INTRODUCTION

1.1 Agreement

These Terms of Service are a legal agreement (“Agreement”) between the individual accepting this Agreement by clicking “I accept” or other similar wording, on behalf of such individual and the entity such individual represents (“you” or “your”); and Priority Technology Holdings, Inc., a Delaware corporation (“Priority”), on behalf of itself and its affiliates and subsidiaries, including Plastiq, Powered by Priority, LLC, a Delaware limited liability company (collectively, “Plastiq”, “we”, “our”, or “us”). This Agreement governs your access to, and use of, plastiq.com, all associated sites, and the Plastiq mobile application (collectively, the “Website”), and the products or services provided by or made available by Plastiq through the Website, including without limitation, Plastiq Pay and Plastiq Accept (each as defined below) (collectively, the “Services”). By registering for, accessing or using, any of our Services, you acknowledge, on behalf of yourself and the entity you represent, that you have read, understood, and agree to be legally bound by this Agreement and have the authority to legally bind the entity on behalf of which you accept this Agreement. You further agree that you will use the Services solely as contemplated by and in accordance with the terms of this Agreement. This Agreement incorporates by reference all policies, notices, and other content that appear on the Website, including our Privacy Policy and our consumer privacy notice, each accessible at https://www.plastiq.com/privacy/.

Priority holds money transmitter licenses directly or through its subsidiary Finxera, Inc., a California corporation (“Finxera”) (NMLS#1168701). Money transmission services are provided by Priority, through Finxera, or in its capacity as agent of Axos Bank of San Diego, California.

As used in this Agreement, you and all individuals who use the Services, including the individuals you authorize to have access to your Account (as defined below), are sometimes referred to as “Users,” and individually, as a “User.” Plastiq offers its Services to Users in the United States or Canada. If you reside in Canada, “Plastiq,” “we,” and “us” refer to Plastiq Canada, Inc. and Plastiq, collectively.

IMPORTANT NOTICE:

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING ANY OF THE SERVICES. THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION (THE “ARBITRATION PROVISION”) REQUIRING ALL CLAIMS TO BE RESOLVED BY BINDING ARBITRATION, WAIVING THE RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN CLASS ACTIONS. IF YOU DO NOT AGREE TO ALL OF THE TERMS IN THIS AGREEMENT, YOU SHOULD NOT USE ANY OF THE SERVICES.

We may update this Agreement (including our Privacy Policy and consumer privacy notice) at any time, in our sole discretion. If we do so, we’ll let you know either by posting the updated Agreement on the Website, or through other communications to you. It’s important that you review the Agreement whenever we update it, or you use the Services. If you continue to use the Services after we have posted an updated Agreement, you are agreeing to be bound by the updated Agreement. If you do not agree to be bound by the updated Agreement, then, you may not use the Services anymore. Because our Services evolve over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

1.2 No Third-Party Beneficiary

This is an agreement between you and us only. Except as otherwise indicated, this Agreement does not create any third-party beneficiary rights for any other person or entity. You expressly acknowledge and agree that your use of the Services do not in any way constitute a tri-party agreement among you, Plastiq, and any third party.

1.3 Services

Plastiq owns a proprietary technology platform and software-as-a-service products and features that enable its customers to make payments to third parties (“Plastiq Pay”) or to receive payments from third parties (“Plastiq Accept”) using payment methods of customer’s choice.

2. PLASTIQ ACCOUNT

2.1 Eligibility

You have to register and open an account with Plastiq (the “Account”) to access the Services. You are eligible to open an Account if you: (i) are at least 18 years of age (or older if you reside in a state where the majority age is older) and reside in the United States or Canada; (ii) have a valid and active email address; (iii) have a valid bank account in your name; (iv) for Plastiq Pay, have a valid credit or debit card (each, a “Card”) issued on any of the major card networks, including, without limitation MasterCard®, Visa®, Discover®, American Express®, JCB® or Diners Club® (each, a “Card Brand”); and (v) have not previously been suspended or removed from the Services.

In opening an Account, you represent and warrant to Plastiq that (i) you meet the above stated requirements; and (ii) if you use the Services on behalf of an entity, (A) you are duly authorized to use the Services on behalf of such entity, (B) you are duly authorized to accept this Agreement on behalf of such entity, and (C) this Agreement is binding upon and enforceable against such entity pursuant to its terms.

You are responsible for keeping all information with regard to your Account accurate and up-to-date, including Card information, address, and Account contact information.

2.2 Underwriting

Before you may access the Services, Plastiq may, in its sole discretion, require you to provide such identifying information that Plastiq may reasonably request to properly identify you, or any of the beneficial owners of the entity you represent, as applicable, in order to comply with applicable laws or Plastiq’s anti-money laundering policy. You hereby authorize Plastiq to (i) check with credit reporting agencies, credit references, and other sources Plastiq deems appropriate in investigating and verifying the information given; or (ii) do other investigation and verification as Plastiq deems necessary or appropriate in connection with the provision of Services. In addition, Plastiq may, from time to time, review the volumes and characters of the transactions using the Services to evaluate the credit risk associated with your use of the Services. Such review may result in the limitation, suspension or termination of your access to the Services.

For Plastiq Accept, Plastiq will also request financial information from you that is reasonably necessary to assess your creditworthiness, including, without limitation, banking information (such as account number, account balance, and account ownership). In addition to the investigation set forth in the preceding paragraph, you also authorize Plastiq to obtain additional information from credit reporting agencies and other lawful sources regarding your credit standing, credit capacity, general reputation, or characteristics.

Plastiq reserves the right to periodically re‐evaluate your eligibility to use the Services and may in its sole discretion restrict or terminate access to the Services at any time and without notice. In connection with such ongoing verification efforts, Plastiq may request additional or updated information about you or your business. We may require you to execute additional documents or establish risk‐mitigating structures, such as reserves, insurance, or alterations in fund flows, as a condition for your continued use of the Services. You agree that failure to comply with any required actions may result in the restriction or termination of your access to the Services.

2.3 Additional Users

If your Account is a business Account, you may add additional Users to your Account and assign such Users different levels of access to the Services and your Account. An Administrator Account will be created for your primary Plastiq contact (the “Administrator”), and such Administrator will have the ability to create additional Users accounts, determine their access level, and manage permissions. You are responsible for all actions submitted and data accessed through the Account by these additional Account Users and their compliance with this Agreement.

2.4 Account Security

In connection with your Account, you must create a strong password and follow other security procedures requested by Plastiq in the Account opening process, including personal identification number, user identification technology, or other method of authentication (collectively, the “Access Information”). You must take reasonable precautions to safeguard the Access Information and keep such Access Information confidential. You will not provide the Access Information to anyone other than the authorized Users. You authorize Plastiq to follow any and all instructions entered and transactions initiated using the Access Information. You agree that you are bound by all transactions initiated through the use of such Access Information, whether authorized or unauthorized. To the maximum extent permitted by law, Plastiq shall have no liability for any unauthorized or compromised usage of your Plastiq Account. You shall notify Plastiq in writing as soon as possible if you believe that your Account has been compromised or your Access Information has become known to persons other than the authorized Users, or if you believe that any transaction on your Account is unauthorized or in error. Notwithstanding the foregoing, the occurrence of any unauthorized access will not affect any transaction executed in good faith by Plastiq prior to the receipt of such notification and within a reasonable time thereafter.

2.5 Restrictions and Limitations on Access

Your access to the Services may be limited by Plastiq in its sole discretion. Plastiq reserves the right to impose limitations on the size, frequency, and time frame of payments submitted.

If access restrictions are imposed, depending on your usage of the Services, we may request information from you to investigate any issues causing the imposition of restrictions and will lift such restrictions once the issues are resolved. Your failure to provide the information requested may result in further limitations on your Account, including suspension of your use of the Services.

We reserve the right to place a hold on any payment requested through the Services for any reason, including, but not limited to, credit and fraud risk or compliance with applicable laws, such as anti-money laundering regulations, combating terrorist financing laws and OFAC sanctions. We may maintain such hold for as long as reasonably necessary to conduct a Payment Review (as defined in Section 5.1). Subject to Section 5.1, we will release the payment once the issues causing the hold are resolved.

2.6 Applicable Taxes and Penalties

You are responsible for all taxes arising from your use of the Services, if any. You are also responsible for all fees, fines, penalties and other liabilities imposed by a third party, including any government agency, as a result of your breach of this Agreement or your use of the Services. You hereby authorize Plastiq to charge your Card or other available payment methods to pay any such amounts. If you do not have sufficient funds available to pay the amounts owed, Plastiq may engage in collection efforts or other legal actions to recover such amounts from you, in addition to any other remedies Plastiq may have hereunder or under applicable law.

3. PLASTIQ PAY

3.1 Services

The Plastiq Pay Service was designed to allow Users to make payments to third parties (each, a “Recipient”) with a Card, by bank transfers using the Automated Clearing House network (“ACH”), using credits offered by a third-party lender, or using another payment method acceptable to Plastiq (each, a “Payment Method”) even if such Recipients do not accept these Payment Methods.

3.2 Payment Methods

You may add one or more Cards or eligible checking or saving accounts held by you at a regulated financial institution (each, a “Payment Bank Account”) to your Account at any time. When you add a Payment Method to your Account, you represent and warrant that you have the authority to disclose the Payment Method information. If you use ACH as your Payment Method for any transaction, you authorize Plastiq to initiate debit or credit entries, as applicable, in accordance with instructions inputted through the Services, and, if necessary, to initiate adjustments for any transactions debited or credited in error.

You acknowledge that all Payment Methods are subject to the terms and conditions imposed by the providers of such Payment Methods, such as the financial institution that holds you Payment Bank Accounts and the banks that issue your Cards (each, an “Issuing Bank”).

Certain Cards can be limited to industries or categories by Issuing Banks. In selecting a recipient category, you represent and warrant that the information you provide is accurate and in compliance with your Issuing Bank’s terms. You acknowledge and agree that the Issuing Bank determines the classification of payment requests. Plastiq is not liable for any consequences, including any additional fees, resulting from the Issuing Bank’s treatment of card authorizations.

3.3 ACH Payment Method

If you choose to use your Payment Bank Account(s) as your Payment Method (the “ACH Payment Method”), you hereby authorize Plastiq to debit your designated Payment Bank Account via the ACH network in order to make payments to your Recipients in accordance with the instructions you entered through the Services and, if necessary, to initiate adjustments for any transactions credited or debited in error. You agree that the ACH transactions will be governed by the rules established by NACHA, as in effect from time-to-time. You are solely responsible for the accuracy of the payment information and the payment instructions provided to Plastiq.

Plastiq may use a third-party service provider to verify your Payment Bank Account and the account balance of such account prior to approving a transaction. You hereby acknowledge and agree that Plastiq may share your relevant information with such third-party service provider in accordance with our privacy policy; provided that such third-party service provider agrees to keep your information confidential.

You represent and warrant that you are the owner of such Payment Bank Account or have authority to use funds in such Payment Bank Account; and, if any Payment Bank Account is owned by two or more people or entities, you are authorized by all owners of such account to make such a transfer and to take all other actions with regard to such Payment Bank Account as required or permitted by this Agreement. When you provide us with your bank account information for the Payment Bank Account, we may verify your authority and/or access to the bank account you identify.

For recurring payments, you hereby authorize Plastiq to automatically debit each Scheduled Payment (as defined in Section 3.5) from the Payment Bank Account. You will keep sufficient funds for each transaction in the Payment Bank Account. If the Payment Bank Account has insufficient funds for any payment, you may be charged a returned/rejected item fee. For recurring payments, if the scheduled debit date falls on a day that is not a business day, the debit will occur on the following business day.

You understand that the authorization set forth herein will remain in effect until you cancel it in writing or revoke it via the Plastiq Services. To cancel an ACH Payment please email plastiq-service@plastiq.com with the payment details. Cancelation request must be received at least three (3) business days prior to date you have requested the transaction be processed. You acknowledge that Plastiq may not be able to stop a payment or pull any money back from any payee bank account once the money is sent and, if you request Plastiq to stop or reverse a payment, Plastiq will have no liability to you or any third party if Plastiq is unable to do so. Furthermore, you authorize Plastiq to debit your Payment Bank Account, if the payment is returned for any reason, a rejected/returned item fee of $30 or the maximum amount allowed by law.

3.4 Insufficient Funds

You acknowledge that it may take more than 60 days for Plastiq to receive notice of any return or rejection of an ACH debit. You agree to maintain sufficient funds in your bank account(s) at all times to satisfy all obligations to Plastiq in connection with your Account or your use of the Services, including returns, reversals, and associated fees, and to add funds immediately if Plastiq notifies you that your funds are insufficient.

Your bank may charge you non-sufficient funds (“NSF”) or overdraft fees if you do not have sufficient funds to complete a transaction. Any and all NSF or overdraft fees are your sole responsibility. We reserve the right to report, suspend and/or terminate your Account if you have excessive chargebacks or ACH returns, in our sole discretion.

3.5 Payment Submission

Plastiq payments can be submitted for immediate or future processing via the Services. You are responsible for verifying the accuracy of payment details you provide to Plastiq. We will have no liability to you or your Recipient for your or your Recipient’s actions or inactions.

Certain credit card networks do not support certain types of transactions. Your Payment Method may not support the type of transaction you wish to make. For more information on the types of transactions that each credit card network supports, please visit this page.

You may submit payments with a future processing date (“Scheduled Payments”). Scheduled Payments must be assigned a Payment Method at time of submission, which assignment will remain valid through the date on which a Payment Method is debited for the amount of the Scheduled Payment and all applicable fees (the “Processing Date”). The details of a Scheduled Payment, including associated fees, are locked in at the time of submission, except as otherwise noted. Prior to the Processing Date, you may cancel a Scheduled Payment. If you revise a Scheduled Payment, the original Scheduled Payment will be deleted and a new Scheduled Payment will be created. As a result, the new Scheduled Payment may show changes not specifically requested, including, but not limited to, recalculation of the associated fees, qualification for promotions, and reiteration of any applicable Payment Review.

3.6 Payment Processing.

Payments submitted for immediate processing will require successful Payment Method authorization at the time of submission, while Scheduled Payments will require Payment Method authorization on the Processing Date indicated for the payment. If a Payment Method fails to authorize, Plastiq will be unable to continue to process your payment and will notify you via the Services.

The failure of any portion of the payment process, which may include but are not limited to, additional fee authorizations, third-party service calls, and fraud analyses, will result in a full rollback of any completed portions of the submission. Occasionally, this may require the void of previously successful Payment Method authorizations. Depending on your Payment Method, your billing statement may show temporary authorizations from Plastiq, which should disappear without any action from you within a couple days to a few weeks. You agree to absolve Plastiq of liability for any of the consequences which may arise from execution of a payment rollback, including pending authorizations which may temporarily reduce your available credit line.

3.7 Payment Delivery.

A payment disbursement method and the expected delivery timeframe will be presented to you for review prior to submission. Plastiq guarantees delivery of your payments to the Recipients within the projected timeframes presented to you (the “Delivery Guarantee”). Notwithstanding such Delivery Guarantee, you acknowledge that the expected delivery timeframe is an estimate only based on Plastiq’s historical performance for a given disbursement method and is subject to change. If we deliver your payment later than the projected delivery timeframe, your only recourse is that we will reimburse you for any late fees incurred by you for the period between the projected delivery timeframe and actual delivery, if any. To obtain your reimbursement, please email guarantee@plastiq.com with the following:

• Plastiq Payment ID
• Proof of the due date (e.g., bill or invoice)
• Evidence of late fees charged or owed

Reimbursements must be claimed within thirty (30) calendar days of the payment Processing Date and will be issued within thirty (30) calendar days after Plastiq confirms your claim. Plastiq is not responsible to pay any reimbursements not claimed within this 30-day period.

This Delivery Guarantee will not apply to payments affected by any of the following:

• Delays caused by third-party service providers, including but not limited to the United States Postal Service (USPS), Canada Post, and banking partners;
• Your failure to verify the payment delivery address;
• Recipient’s rejection or return of the payment;
• Recipient’s mishandling or delayed posting of a payment;
• Delivery failure due to incorrect or incomplete information provided by you;
• Cancellation prior to payment delivery; or
• Failing to respond promptly during Payment Review.

• Expedited Payment Service

Plastiq’s Expedited Payment Service allows a User to expedite eligible payments for an additional Fee.   Plastiq will make the payment to the Recipient once User made the payment to Plastiq using a Card, but before Plastiq receives settlement funds relating to such Card payment from the Issuing Banks. You can find the current applicable fees for the Expedited Payment Services here. Such fees may be changed by Plastiq from time to time, in its sole discretion. Any updated fees shall apply to expedited payments after the date that the updated or changed fees becomes effective.

4. PLASTIQ ACCEPT

4.1 Services

The Plastiq Accept Service allows Users that provide goods and services to customers to accept Card payments for such goods and services without paying any transaction fees typically imposed by card processing providers. This Service offers you customized Plastiq payment pages for businesses, enhanced payment monitoring and reporting, and customized payment requests for individual customers. Plastiq will be responsible for payment authorization and remittance, and compliance with applicable rules and regulations of federal and state regulatory agencies and the Card Brands.

To use the Plastiq Accept Service, you will email your customer a link provided by Plastiq, which will enable such customer to make a card payment in the amount of its payment obligation to you, plus the applicable fees, to Plastiq. Alternatively, if you request, and Plastiq approves, Plastiq will provide you with a Virtual Terminal (see discussion below), which you can use to input card payment information your customer provides you. Once the customer’s card payment is accepted by Plastiq and settled, we will make a payment to you, using the method of payment (the “Funding Method”) you specify, in the amount of the payment owed to you by the customer.

Nothing contained herein, except as otherwise noted, modifies or supersedes your relationships with your customers. Plastiq is not a debt collector and is not responsible for your customers’ financial obligations. Plastiq assumes no responsibility under your contracts with your customer and has no liability to you or any third party relating to such contracts. The Plastiq Accept Service does not constitute a payment processing relationship. Further, Plastiq is not obligated to approve all payments to you by your customers.

4.2 Right to Use Data

Once you are granted access to Plastiq Accept, you will be able to upload necessary information (including texts, images, and other content) (“Business Content”) and customer data to your Account to facilitate the Plastiq Accept Service. You represent and warrant to Plastiq that you have all necessary authorization and permissions to upload the Business Content and customer data to the Account. In connection with the use of the Plastiq Accept Service, you irrevocably authorize Plastiq to disclose the Business Content and customer data to any third party to the extent it is necessary to (i) complete any transaction; (ii) comply with applicable laws, any government agency or court orders, or other legal or administrative reporting requirements; and (iii) perform Plastiq’s obligations or exercise its rights hereunder. You also grant Plastiq a nonexclusive, perpetual, and royalty‐free license to use any provided Business Content without geographic restriction.

You agree to indemnify and hold Plastiq harmless from and against any and all damages, fees, fines, losses, claims, and any costs, including reasonable attorneys’ fees, incurred by Plastiq as a result of any claim that any Business Content or customer data infringes the intellectual property, privacy, or other proprietary rights of others.

4.3 Your Obligations

In connection with the use of the Plastiq Accept, you agree, in addition to other obligations set forth herein, to:

• Present Plastiq as a payment option to your customers in no less favorable positioning than other payment options; you may use Plastiq’s name and logo in connection with such efforts, provided that upon request, you will deliver to us materials showing how you are using our name and logo and will make change to such use at our reasonable request; and you will use the names and marks of any applicable Card Brands in compliance with any terms and conditions such Card Brands may impose;
• Only accept payment for bona fide legal commercial transactions;
• Credit customers in a timely manner for payments committed by Plastiq;
• Comply with all information requests from Plastiq regarding a payment or customer;
• Ensure any integrations are continually updated to the latest versions of our APIs and Services.

4.4 Funding Methods

You must notify us the Funding Method you want us to use for delivering the payments to you.  Plastiq supports various Funding Methods, the availability, funding timelines, supported currencies, and associated terms of which may change at any time. You can find information about the available Funding Methods on the Website.

It is your responsibility to verify that the Funding Method you have chosen is valid and that Plastiq will have proper access to the applicable financial institution to deliver the payment to you, using the Funding Method of your choice.

You must specify a valid Funding Method on your Account at all times. If your Funding Method becomes unavailable or invalid, Plastiq may revoke your access to the Plastiq Accept Service.

To change your Funding Method, please email your request to​ plastiq-service@plastiq.com​. Please allow up to seven (7) business days for the change to take effect.

Bank Transfers. Plastiq supports payment delivery by bank transfer​ in the following geographies:

• United States (USD), via the Automated Clearing House (ACH) network
• Canadian Payments Association (CPA) system

Bank transfers will generally settle within two to three business days of submission.

4.5 Fees for Plastiq Accept

For Plastiq Accept Service, we charge your customers the associated Service Fees and Transaction Fees (each as defined in Section 6.3). You may choose to pay a portion, or all, of such fees as an incentive to encourage your customers to use Plastiq’s Services. To do so, you may specify on the Website a fixed or percentage amount of the payment you will otherwise receive from the customer that will be applied toward the fees. The amount you elect to pay will reduce the amount of the payment that will be credited to your bank account. For example, if you elect to apply 1% of a $100.00 payment toward the fees, the fees charged to your customer will be reduced by $1.00, $99.00 will be delivered to your bank account, and you will credit your customer/payor for a $100.00 payment.

4.6 Payment Requests

The Plastiq Accept Service may be used to request payments from third-parties for immediate or future processing. You are responsible for the accuracy of your payment request details.

For certain Funding Methods, such as ACH and wire, you may be charged a fee by your bank. You agree that Plastiq has no liability for any bank fees or charges levied against your Account as a result of an ACH and/or wire payment.

When you request payments with a processing date in the future (“Scheduled Requests”). The details of a Scheduled Request are locked in at the time of submission, except as otherwise noted. Prior to its Processing Date, you may cancel a Scheduled Request. If you revise a Scheduled Request, the original Scheduled Request will be deleted and a new Scheduled Request will be created. As a result, the new Schedule Request may show changes you did not request, including but not limited to recalculation of associated fees.

You will be able to track incoming payments from the initial payment request to payment completion.

4.7 Virtual Terminal

If approved by Plastiq, you will be provided an online portal (“Plastiq Virtual Terminal”) where you may directly input the customer’s Card information for card-not-present transactions. The additional terms in this section apply to all transactions using the Plastiq Virtual Terminal (each, a “VT Transaction”).

Acceptance Requirements. You agree to comply with all procedures as Plastiq may from time to time prescribe. You agree not to submit payments for any of the Restricted Activities listed below.

Use of Card Information. You may not request or use Card information for any purpose except for payment for goods or services you provide to the payor or to provide a refund for goods or services you previously provided, unless required by applicable laws. You agree that (i) you will not use the Card information for any purpose that you know or should know to be fraudulent or in violation of any applicable laws; (ii) you will not sell, purchase, provide or exchange in any manner or disclose Card information to anyone other than Plastiq, the applicable Card Brand, or in response to a government request; and (iii) you will comply with the Payment Card Industry Data Security Standards (PCI DSS) and will cooperate with us in our compliance with PCI DSS.

Authorizations and Fees. You are required to obtain an authorization from your customer for each VT Transaction. You must present the Fees charged by Plastiq to your customer before the VT Transaction is authorized.

Recurring Transactions. Your customers may store their Card information on the Plastiq Virtual Terminal for recurring payments. For recurring VT Transactions, you must (i) obtain the customer’s consent to periodically charge the stored Card for the goods or services purchased from you; (ii) retain this permission for the duration of the recurring VT Transactions and provide it to Plastiq upon request; and (iii) retain written documentation specifying the frequency of the recurring VT Transactions, and the time period in which such recurring VT Transactions may be made, and the amount or range of amounts that may be charged. You shall not submit any recurring VT Transaction after receiving: (a) a cancellation notice from the customer (so long as such notice was timely provided, and in any event at least three (3) days prior to the transaction date); or (ii) notice from Plastiq or any Card Brand that the stored Card will not be honored.

Representations, Warranties, and Covenants. With each VT Transaction, you represent, warrant and covenant to us that: (a) the VT Transaction represents a bona fide sale of goods or services by you; (b) you have accurately described the goods or services provided to the customer on the Virtual Terminal; (c) you have fulfilled, or will fulfill, all of your obligations to the customer and will resolve any dispute or complaint directly with the customer; (d) the VT Transaction complies with all applicable laws; (e) except in the ordinary course of your business, you are not submitting a VT Transaction that represents a sale to any principal, partner, proprietor, or owner of your business; and (f) you are not submitting a VT Transaction using your own Cards (except for reasonable test swipes).

4.8 Payment Status

Plastiq provides reporting for Plastiq Accept on two major payment statuses:

• Payments –​ These are payments which have been submitted by your customers, and are either under Payment Review, or have been committed for delivery to you. You will credit your customer for the payment once the payment reaches this status.
• Completed (Sent or Deposited) Payments –​ These are payments for which funds have been sent or delivered to you using your specified Funding Method. Batch totals are provided in these reports for reconciliation with your bank account statements.

Please note that not all submitted payments may be reflected in your In-Process Payments reports. Those payments that fail a Payment Review are moved from a “submitted” status directly into a “cancelled” status and will not appear in your reporting.

Submitted payments that do not eventually appear in your reporting – either because they have not yet moved into a committed status or because they have been cancelled prior to commitment ‐ may still be located.

You may access the reports via several channels, including but not limited to:

• In-App payment tracking dashboard
• Exporting payment files from the Website
• Immediate email notifications

You may also request a custom solution by contacting Plastiq.

5. ACCOUNT ACTIVITIES

5.1 Payment Review

We review all payments made or requested using the Services before we submit the payments to the applicable payee (“Payment Review”). At times, we may request detailed information regarding the Account, the payor, the Recipient, and other facts or circumstances in connection with such Payment Review. If you, the payor, or the Recipient, as applicable, do not provide the necessary information, the payment may be delayed or canceled. Depending on the result of such Payment Review, Plastiq may take any action it deems appropriate with regard to such payment, including declining the payment, refunding the payment, or continuing to hold the payment pending instructions from a government agency with competent jurisdiction over the matter. You release Plastiq from any and all liabilities arising from any actions taken pursuant to this paragraph.

5.2 Cross Border Payment

A Cross-Border Payment (“CBP”) is defined as a payment made to a Recipient in a different country from the country in which the payment originates (e.g., a credit card issued in the United States is used to pay a Recipient in Canada). CBPs may be subject to higher fees, enhanced Payment Reviews, and longer delivery timelines.

Depending on your Payment Method, currency exchange may occur via the Issuing Bank of your Card in conjunction with a CBP, and the currency used to make the payment may be exchanged to the currency used to deliver the payment at a rate not disclosed to you via the Services at the time of submission. The payment amount and fees associated with CBP may be subject to exchange rate fluctuations. Modifications to any applicable credit programs, changes of fee structures and amounts charged by Plastiq or other third parties, and impacts to payment delivery channels and timelines may also occur. For example, a difference in exchange rate between the date on which a User initiates a request for payment delivery and the Processing Date of a Scheduled Payment may result in your Payment Method being debited a different amount than that presented at time of submission. Additionally, payment refunds associated with CBP will be subject to current exchange rates, which may differ from the exchange rate used at time of payment processing.

You agree that Plastiq is not liable for any consequences arising from exchange rate fluctuations. If exchange rate fluctuations associated with your payments materially impact Plastiq’s ability to provide its Services, Plastiq may seek remedies accordingly.

5.3 ACH Authorization

To handle any financial obligations to Plastiq arising from refunds, chargebacks, fees, or other adjustments, or for Plastiq Pay, using ACH as a Payment Method, you hereby authorize Plastiq to debit or credit the bank account you have provided to us via ACH system for the amount of such obligation. This authorization will remain in effect until you cancel it in writing or revoke it by terminating your Account, subject to the provisions in Section 6.2 (Term and Termination).  Furthermore, you agree that ACH payment transactions are governed by the rules established by NACHA, as in effect from time-to-time. Plastiq will notify you of each debit. Plastiq may require you to execute a pre‐authorized debit agreement during your onboarding process.

5.4 Restricted Activities

You agree not to use the Services for any of the following activities (each, a “Restricted Activity”):

1. I. Send or request a payment:
   • i. to yourself or an entity you control;
   • ii. on behalf of another party;
   • iii. not in direct exchange for good or service received or provided by you;
   • iv. to escrow accounts where a contract cannot be provided;
   • v. for goods or services whose delivery or completion has not yet been confirmed;
   • vi. for short term rental or vacation payments;
   • vii. as a donation to an organization not classified as a charity;
   • viii. to pay credit card balances or uncollateralized personal loans (when using a Card as the Payment Method);
   • ix. other than for legitimate payment purposes (e.g., to test or probe card behaviors).
2. II. Send or request a payment for any of the following goods and services:
   1. i. gambling and related activity;
   2. ii. certain investments, including but not limited to 401(k) accounts, 403(b) plans, 457 plans, 529 plans, and IRAs;
   3. iii. drug paraphernalia, synthetic drugs, controlled substances and related goods or services;
   4. iv. tobacco including vapor, inhalants, e-cigarettes, and e-liquid;
   5. v. online pharmacies, pharmaceutical or nutraceutical products or services, or internet pharmacy referral sites;
   6. vi. gold, diamonds, precious metals;
   7. vii. pornography, obscene materials, bride catalogs, escort services, and sexually-related services;
   8. viii. hate-related material, rape/violence, bestiality;
   9. ix. fire arms, jammers, munitions, gunpowder, fireworks, and other explosives;
   10. x. pawn shops, paper mills, payday loans;
   11. xi. counterfeit goods, ponzi schemes, multi-level/affiliate marketing businesses, or any money-making schemes;
   12. xii. resale of social media activity;
   13. xiii. travel tickets;
   14. xiv. foreign exchanges;
   15. xv. malware, spyware, phone unlocking services;
   16. xvi. toxic, flammable, and radioactive materials; or
   17. xvii. other goods and services subject to government regulation.
3. III. Uses not supported by specific Payment Methods, as stated in this article.
4. IV. Payments in connection with illegal activities.

The above list of Restrictive Activities is not exhaustive. If you are unsure if a payment is supported, please email plastiq-service@plastiq.com. In addition, we may also decline any payment requests that, in our sole discretion, are detrimental to our reputation or the Services.

Plastiq may request information from you relating to your use of the Services to confirm whether or not you are using the Services in connection with any Restricted Activities. You agree to cooperate in any investigation and to provide any information as we may reasonably request.

If we have reason to believe that you have engaged in any Restricted Activities, we reserve the right to, in our sole discretion and at any time, take any or all of the following actions:

• Close, suspend, or limit your access to your Account or the Services;
• Hold, return, or reclaim funds;
• Update inaccurate information you provided to Plastiq;
• Refuse to provide Services to you in the future;
• Contact your bank or notify other Users, law enforcement, or impacted third parties of your actions as permitted by applicable laws;
• Take legal action against you.

5.5 Refunds

Following a payment submission, you (for Plastiq Pay) or your customer (for Plastiq Accept) may request a refund. You may contact Plastiq at refunds@plastiq.com. The availability and process of refunds depend on the Payment Method or Funding Method by which payments are delivered to the Recipients (for Plastiq Pay) or you (for Plastiq Accept). Plastiq is unable to issue partial refunds. For Plastiq Pay, we are not able to issue refunds if the Recipient has received the payment, in which case you should contact your Recipient directly to request a refund. For Plastiq Accept, if you have received the payment, we will so notify your customer, and you will work out the refund directly with your customer.

If the payment is delivered by check (cheque), we may refund the payment if your Recipient (for Plastiq Pay) or you (for Plastiq Accept) have not deposited the check (cheque). If we have sent the check (cheque), we may place a “stop payment” request with the applicable bank to ensure it cannot be deposited. For Plastiq Accept, we will notify you that a stop-payment has been placed on the check (cheque). For Plastiq Pay, you should notify your Recipient not to deposit the stopped check (cheque). If you or your Recipient attempts to deposit a stopped check (cheque), the bank may charge a fee. Plastiq is not responsible for any fees, costs or other charges associated with stopping payment of a check (cheque) in connection with your or your customer’s refund request.

All Fees paid in connection with a payment are non-refundable. Applicable Transaction Fees are charged for each refund and will be deducted from the amount of the refund.

5.6 Returns; Abandoned Property

If any payment we sent to your Recipient or you, as applicable, is returned, we will notify you. If we have information about why the payment is returned, we will include such information in the notification. Once a payment is returned, it is considered completed, and we will promptly refund the payment we received to you (for Plastiq Pay) or your customer (for Plastiq Accept), less any applicable Fees, by crediting such amount to the Card or Payment Bank Account used for the payment. Unless the return of the payment is caused by our error in executing the payment instructions, we will charge the applicable Transaction Fee for refunding the payment to the payor. Any applicable fees will be deducted from the amount of the refund.

If the Recipient (for Plastiq Pay), or you (for Plastiq Accept), does not deposit or otherwise process the payment within a reasonable amount of time after we deliver the payment, we reserve the right, in our sole discretion, to expire, void, or cancel such payment; in which case, we will refund the amount of the payment as provided in the preceding paragraph, as if the payment has been returned, including deducting the applicable Fees.

Georgia has unclaimed property laws that govern when accounts are considered abandoned. Your Account is usually considered abandoned if your Account has a balance, and we are unable to either pay that amount to the payee (i.e., your Recipient, for Plastiq Pay; or you, for Plastiq Accept), or return that amount to the payor (i.e., you, for Plastiq Pay; or your customer, for Plastiq Accept) for five years. We are required by the unclaimed property laws to turn over accounts considered abandoned to the applicable state. Before we turn over an abandoned account, we may send a notice to you by email or to the address we have for the Account. Unless prohibited by law, we may charge to your Account our costs and expenses of any notice, payment and turnover of the balance of your Account to the applicable state. Georgia laws will apply to unclaimed or abandoned property related to the Account.

5.7 Issues and Inquiries

If you have any payment-related questions, please contact plastiq-service@plastiq.com and provide any relevant Payment IDs in your messages. Payment IDs are presented on your payment confirmation page and email notifications. When you contact us, we may require you to provide information to verify your identity before providing any information to you or making any changes you request.

If a payment issue can be traced to some deficiency or defect in the Services, Plastiq will use commercially reasonable efforts to correct the issue and fulfill its responsibilities under this Agreement. You agree that Plastiq is not liable for any costs you may incur or any difficulty you may encounter arising from actions we take in the process of investigating or rectifying a payment issue.  Plastiq may charge a fee for check (cheque) images.

You (for Plastiq Pay) and your customer (for Plastiq Accept) are responsible for confirming the correctness and completeness of your payment information at the time of submission, even if such information was pre-filled by Plastiq or a third party. You are solely responsible for any consequences resulting from any incorrect or incomplete information.

Once a payment is processed, it must be either completed or cancelled. Plastiq cannot re-issue checks (cheques) or resend electronic payments. If you or your Recipient, as applicable, have misplaced, disposed of, or not received your payment, we can cancel it and provide a refund as provided in in this section. You may re-submit or request, as applicable, the payment using the Services.

5.8 Satisfactory Goods and Services; Other Payment Disputes

By submitting or requesting a payment using the Services, you represent and warrant to Plastiq that you have received or provided, respectively, the goods or services for which the payment is submitted or requested, respectively, and that such good and services are satisfactory to you, or to your knowledge, to your customer, as applicable. For Plastiq Pay, you hereby forfeit and waive any and all claims that the goods or services for which a payment has been made are undelivered, of insufficient quality, or in any other way unsatisfactory; and agree that you will not charge back the payment you have made.

If you nonetheless desire to contest a payment made using the Services, you should work directly with the Recipient (for Plastiq Pay) or your customer (for Plastiq Accept) to resolve the dispute.  We will use commercially reasonable efforts to provide relevant information with regard to the payment at issue. You acknowledge and agree that we are not a party to any dispute between you and your Recipient or customer and have no responsibility to you or any third party with regard to such dispute. You agree to make us whole regardless of the outcome of any such dispute. If any payment is reversed, you agree to pay to us all amounts owed to us, including, without limitation, any amount we delivered to you or your Recipient, as applicable, any related fees, and all costs and expenses, including reasonable attorneys’ fees and costs, incurred by us for the collection of all amounts owed.

6. OTHER GENERAL TERMS

6.1 Grant of License; Restrictions

Subject to your compliance with the terms and conditions of this Agreement, Plastiq hereby grants you a limited, non-exclusive, non-sublicensable, nontransferable, and revocable right and license, during the Term, to use the Services solely for your internal business or personal purposes.

In addition to the other restrictions set forth herein, you expressly agree not to do any of the following: (i) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Website or any part thereof; (ii) work around technical limitations, or otherwise translate the Website, in whole or in part; (iii) create derivative works or improvements, whether or not patentable, of the Website or any portion thereof; (iv) transfer, lease, lend, assign, sublicense, distribute, publish, or otherwise make available the Website or any features or functionality to any other person or entity for any reason; (v) perform service bureau work, multiple-user licensing or time-sharing arrangements with regard the Website; (vi) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Website, including any copy thereof; or (vii) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Website. Furthermore, you may not use the Website in any manner that violates (a) any intellectual property rights of any person or entity or (b) any applicable law. If you violate the scope of the license granted herein, in addition to any other remedy that may be available to Plastiq under this Agreement, in law or in equity, Plastiq may terminate your access to the Services immediately.

6.2 Term and Termination

This Agreement is effective upon your acceptance and will continue for as long as you use the Services (the “Term”).

You may stop using the Services at any time. You may also terminate this Agreement and close your Account at any time by emailing Plastiq at plastiq-service@plastiq.com, provided that you may not close your Account to evade any ongoing or pending investigation or if you owe us any amount under this Agreement. You will remain liable for all obligations related to your Account even after your Account is closed, including any fees or charges due to Plastiq.

Any payments processed prior to Account closure will be completed by the Services, except those that may be cancelled following a Payment Review. All Scheduled Payments and Scheduled Requests with Processing Dates after the Account closure will be cancelled. Upon termination of the Agreement, you will not be entitled to a refund of any pre-paid Fees, if any.

We may suspend your access to the Services if you fail to pay any amount due hereunder. We will terminate your Account immediately if (i) you provide inaccurate, false, or incomplete information to open the Account; (ii) you fail to comply with the Account registration requirements; (iii) we cannot verify your identity; (iv) you breach a material provision of this Agreement; (v) you default in the payment of any obligations owed to Plastiq under this Agreement; (vi) any representation or warranty made by you herein is false or misleading; or (vii) you become subject to any debtor-relief proceedings. We may also terminate this Agreement and close your Account at any time during the Term, for any reason or no reason, and with or without notice to you.

If your Account is terminated for material breach of this Agreement or any applicable law, we may hold, return, or reclaim any payments in process; or contact relevant third parties (such as your bank and law enforcement), if necessary. If you open additional Accounts, we will immediately close such additional Accounts. You agree Plastiq shall have no liability to you or any third party for taking any actions pursuant to this paragraph or complying with applicable laws.

Notwithstanding the termination of this Agreement and the closing of your Account, we will retain your transaction information and Account information for a period of time pursuant to our document retention policy or as otherwise required by law. We will dispose of such information as provided in our document retention policy and privacy policy or as otherwise required by law. You will not have access to such information once your Account is closed.

6.3 Fees and Payment Terms

Plastiq charges certain fees for the Services, including, but not limited to, service fees charged by Plastiq, late fees, and other applicable fees (collectively, “Service Fees”); and processing fees charged by the payment processors (which may be an affiliate of Plastiq) or financial institutions for each payment or refund (collectively, “Transaction Fees,” together with the Service Fees, the “Fees”). The current Fees can be found on the Website. The Fees will also be presented to you or your customer, as applicable, before a payment is submitted. The Service Fees and Transaction Fees associated with a payment are due and payable at the time the payment is submitted and will be added to the amount of the payment made. You agree to pay when due all Fees applicable to your use of the Services. We will not process the payment if the applicable Service Fees and Transaction Fees are not included in the total amount. All Service Fees and Transaction Fees paid in connection with a payment are non-refundable.  You may not cancel your Account if your Account has any outstanding balance.

If you owe us any amount under this Agreement, we may, and you hereby authorize us to, charge such amount to the Card or the Payment Bank Account we have on file, in addition to invoicing such amount. If any amount is not paid within seven (7) days of our notice to you, such amount will accrue interest at the rate of 1.5% per month, or the highest rate allowed by law, whichever is less, from the date the amount is due until the date that payment is fully paid. If we have to take legal action to collect any amount you owe us, you will reimburse us for all costs associated with such collection, including reasonable attorneys’ fees and expenses.

Plastiq may change the Fees from time to time in its sole discretion. Your continued use of the Services constitutes your acceptance of the new Fees. If you do not accept the increased Fees, you must stop using the Service and cancel your Account.

We also charge the applicable Transaction Fees for any refund and return transaction. Such applicable Transaction Fees will be deducted from the total amount refunded to you. For Plastiq Pay, if an ACH debit is returned for any reason, you authorize Plastiq to debit your Payment Bank Account for any applicable rejected/returned item fee.

6.4 Representations, Warranties and Covenants

In addition to other representations and warranties you made elsewhere in this Agreement, you represent and warrant to Plastiq that:

• All information you provide to us pursuant to this Agreement or in connection with the Services is true, correct, complete and current;
• This Agreement contains legal and valid obligations binding upon you and is enforceable against you in accordance with its terms;
• If you use the Services on behalf of an entity, (i) such entity is duly formed pursuant to the laws of the jurisdiction in which it is formed and qualified to do business and in good standing in all jurisdictions where it uses the Services, except where the failure to so qualified will not have a material adverse effect on the business; (ii) you have the authority to enter into this Agreement on behalf of such entity; and (iii) this Agreement is binding upon and enforceable again this entity in accordance with its terms;
• The execution and delivery of this Agreement and the performance of your obligations hereunder does not conflict with any agreement, instrument or understanding, oral or written, to which you are a party or by which you may be bound, nor violate any applicable laws;
• Each payment made or requested using the Services complies with all applicable laws and the terms of this Agreement;
• Each payment made or requested using the Services is for legitimate purposes and made or requested on behalf of yourself (or the entity you represent) for goods and services received or provided by you (or the entity you represent), as applicable.
• You will not use the Services in connection with any illegal activity.

6.5 Consent to Electronic Communication

To the fullest extent permitted by law, this Agreement, all statements, policies (including our Privacy Policies), agreements, documents, notices, legal and fee disclosures, updates, changes, tax forms, and other communications (collectively “Communications”) from us to you regarding your Account and your use of the Services may be provided to you electronically. By accepting this Agreement and using the Services, you agree to the terms set forth in this section (the “E-Sign Disclosure) and consent to (i) receiving all such Communications in electronic form; and (ii) use electronic signatures. If you do not consent to this E-Sign Disclosure or if you withdraw your consent, you may be unable to use the Services.

Methods of Providing Communications. Unless otherwise required by applicable law, or Plastiq otherwise agrees, Plastiq may provide Communications to you by (a) posting them on the Website; (b) sending a text message to the mobile phone number listed in your Account profile; (c) sending an email to the email address in your Account profile; or (d) delivering them in another electronic format. Charges by your telecommunication provider may apply to Communications sent by text or other electronic means.

Electronic Signatures. Plastiq may execute Communications electronically. If Plastiq requests, you will execute Communications electronically. You also agree that Communications you or Plastiq sign electronically will have the same legal effect as a signed physical document.

Hardware and Software Requirements. In order to access, view, sign and retain electronic Communications that Plastiq provides to you, you must have:

An up-to-date device (e.g., computer, tablet, or mobile phone) which has internet access;

A current, compatible web browser, including the current or immediately preceding version of Chrome, Internet Explorer, Firefox, Safari and Edge;

A valid email account;

An operating system on your device capable of receiving, accessing and displaying Communications in electronic form via text-formatted email or gaining access to the Website using a supported browser, including any necessary software (e.g., Adobe to read PDF documents); and

If you wish to store or print any Communications, a device capable of storing and printing Communications.

If you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add relevant Plastiq email accounts to your email address book.

Accessibility. If you are having problems viewing or accessing any Communications, please contact Plastiq at plastiq-service@plastiq.com.

How to Withdraw Your Consent.  If you want to withdraw your consent to receive electronic Communications or electronic signature, you may do so by writing to Plastiq at plastiq-service@plastiq.com or following the unsubscribe procedure contained in any electronic communication you receive from us. Your withdrawal of consent to receive electronic Communications will be effective after Plastiq has had a reasonable period of time to process your withdrawal. By withdrawing your consent to electronic Communications, you will no longer receive them from Plastiq, but you may be disabling important security controls on your Account. If you withdraw your consent, you may be unable to use the Accounts and the Services. Withdrawing your consent will not affect the completion of pending payments or the validity of the completed payments.

Requesting Paper Copies. You can request paper copies of electronic Communications from Plastiq by contacting customer service as plastiq-service@plastiq.com. In your request, please specify the Communication you would like to receive in paper form, and your current mailing address.

Updating Contact Information. It is your responsibility to keep your contact information, including your primary email address, current. You can update your primary email address and other contact information by logging into your Account and clicking on “Account Settings”.

U.S. Federal Law. You acknowledge and agree that the Account and all Services are subject to the federal Electronic Signatures in Global and National Commerce Act (“E-SIGN Act”), and that you intend that the E-SIGN Act will apply to validate your ability to engage electronically in transactions related to the Account and the Services.

6.6 Consent to Contacts

Telephone. By providing your phone number to Plastiq, you agree to receive periodic and recurring business-related informational calls and text messages from Plastiq. We may place these calls or texts for any purpose consistent with this Agreement or our Privacy Policies, including to provide multi-factor authentication or a one-time password, notify you regarding your Account, help you with your Account, or resolve a dispute. Standard rates and text charge by your telecommunication provider may apply. Promotional or marketing messages may be sent if you expressly consent to receiving such messages. You may opt-out of receiving these messages at any time via chat online or replying STOP to your text message.

If you are a Florida resident please note: By executing the agreement, you authorize Plastiq to deliver or cause to be delivered a telephonic sales call to you using an automated system for the selection or dialing of telephone numbers or the playing of a recorded message when a connection is completed to a number called. You are not required to directly or indirectly sign the written agreement or to agree to enter into such an agreement as a condition of purchasing any property, goods, or services.

Email. By providing your email address to Plastiq, you agree to receive business related communications, including marketing and product updates. Plastiq will send the communication to any of the email addresses provided to us in connection with your Account. You may opt-out of receiving marketing messages at any time via the opt-out link provided in each message.

By providing contact information such as the email address and phone number of parties you pay and/or request payments from via the Services, you acknowledge that Plastiq may send business-related communications, including marketing and product updates to such parties. The receiver of the communications may opt-out of receiving marketing messages at any time via the opt-out link provided in each message.

Per the Canadian Anti-Spam Law, the affirmative use of a check box by individuals located in Canada is not interpreted by Plastiq as explicit consent to receive messages beyond the two-year period permitted with implied consent.

6.7 Confidentiality

As used in this Agreement, “Confidential Information” means non-public or proprietary information and materials (whether or not such information or material is marked “confidential”) that we provide or make accessible to you in connection with this Agreement or the Services, including but not limited to information pertaining to our (i) technical specifications, ideas, concepts, models, strategies, know how, source code, object code, or service design; (ii) methods of operation; (iii) relationships with third parties; and (iv) regulatory and legal compliance information. “Confidential Information” does not include information that: (a) was rightfully known to you without restriction on use or disclosure prior to receipt of such information from us; (b) becomes generally known by the public without the breach, negligence, or other wrongdoing of you; (c) is rightfully received by you from a third party which is under no obligation of confidentiality with respect to such information; or (d) was independently developed by you without reference to or use of any portion of Confidential Information, as demonstrated by your written records.

You may use the Confidential Information solely in connection with your use of the Services or the exercise of your rights under the Agreement.  You may not disclose the Confidential Information to any third party without our written consent; provided that if you are using the Services on behalf of an entity, you may disclose applicable Confidential Information to such entity’s employees, officers, executives, directors, agents, and professional advisors who have a demonstrable need to know such Confidential Information in connection with your use of the Services, and who have agreed to be bound by confidentiality obligations at least as strict as those set forth herein, provided that in any event you are responsible for any unauthorized use or disclosure of Confidential Information by such individuals.

You acknowledge and agree that the breach of your confidentiality obligations hereunder may cause us irreparable harm for which monetary damages may not be adequate.  As a result, you agree that in the event of any breach or threatened breach of this section, we shall have the right, in addition to any other right or remedy available to us at law or in equity, to seek equitable relief, including injunctive relief, without the need to post bond or to prove actual damages, to enjoin or restrain the disclosure or use of such Confidential Information in violation of this section. This section shall survive the termination of this Agreement for any reason.

6.8 Publicity

You may not use our name or logo in any promotional material, publications or other forms of publicity without our prior written consent, except as otherwise provided herein. Plastiq may use your name and logo for the limited purpose of identifying you as a User of the Services on our websites, and in other marketing materials (which may include emails and other web and print materials).

6.9 Contacting Plastiq

Unless otherwise stated in this Agreement, notices, inquiries, and requests to Plastiq should be emailed to plastiq-service@plastiq.com. For your convenience, the Services may also make available communication channels for live chat and support tickets.

Please note that email communications sent to Plastiq for Account-related matters (e.g., late fee reimbursements, refund requests, etc.) must come from the email address listed in your Account. Account-related communications initiated via other channels may require identity verification in order to obtain information or change settings.

In connection with your use of the Website or the Services, you may provide feedback, suggestions or other comments regarding the Website or the Services (collectively, the “Feedback”). Plastiq may, in its sole discretion, incorporate some or all of your Feedback into the Website or the Services. You hereby grant Plastiq a worldwide, perpetual, nonexclusive, sublicensable, royalty-free license to use, reproduce, distribute, transmit, disclose, display, modify and create derivative works of all such Feedback. You further represent and warrant that you have all rights necessary to provide Plastiq the Feedback and that the use of the Feedback by Plastiq will not violate, infringe otherwise misappropriate any third-party rights.

6.10 Force Majeure

Plastiq will not be liable to you for any failure or delay to perform any of its obligations hereunder if such failure or delay is caused by conditions beyond its reasonable control and that are not currently existing, including but not limited to, acts of God, embargoes, governmental restrictions, strikes, riots, insurrection, wars or other military action, acts of terrorism, civil disorders, rebellion, fires, floods, vandalism, pandemic, sabotage, acts of government or regulatory agencies; failures or fluctuations in electrical power, heat, light, air conditioning, computer or telecommunications services or equipment (each, a “Force Majeure Event”). If we experience a Force Majeure Event, we will promptly notify you in writing by posting a message on the Website of any anticipated delay or interruption of the Services and will use our best efforts to minimize the adverse effect of such events.  The time for performance of the affected obligation will be extended by the time of the delay caused by the Force Majeure Event.

6..11 Limitation of Liability

IN NO EVENT SHALL PLASTIQ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, ARISING FROM YOUR ACCESS TO, OR USE OF, THE WEBSITE, THE SERVICES, OR THIS AGREEMENT, WHETHER IN AN ACTION IN NEGLIGENCE, CONTRACT OR TORT OR BASED ON A WARRANTY OR OTHERWISE, EVEN IF PLASTIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, EXCEPT WITH REGARD TO PLASTIQ’S OBLIGATIONS TO DISBURSE PAYMENTS HEREUNDER AND LIABILITIES ARISING FROM PLASTIQ’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PLASTIQ’S TOTAL LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL FEES RECEIVED BY PLASTIQ IN THE SIX (6) MONTHS PRECEDING THE DATE THE FIRST CLAIM AROSE, REGARDLESS OF THE NUMBER OF CLAIMS OR THE FORM OF ACTION OR DAMAGES.

You acknowledge and agree that you are not obligated to use the Services and that except as otherwise expressly set forth herein, Plastiq assumes no liability whatsoever in connection with your use of the Services. Without limiting the generality of the foregoing, in addition to other disclaimer of liability set forth herein, Plastiq is not liable to your or any third party (i) in connection with any payments made in accordance with your erroneous instructions (e.g., sending a bank transfer to an incorrect account due to a typo within the funding instructions); (ii) for taking any actions in compliance with applicable laws, including any rules and regulations of Card Brands; or (iii) for any and all actions or inaction taken by you or any third party in connection with the Services.

6.12 Disclaimer of Warranties

THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. Plastiq makes no representations or warranties WITH REGARD TO the Services (INCLUDING THE BETA SERVICES) AND DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES (INCLUDING THE BETA SERVICES), INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SECURITY, ADEQUACY OR SUFFICIENCY, UNINTERRUPTED SERVICE, AND ANY IMPLIED WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

6.13 Indemnification

In addition to other indemnification obligations set forth elsewhere herein, you agree to indemnify, defend, and hold harmless Plastiq, its affiliates, and their respective officers, directors, managers, employees, and agents (collectively, the “Plastiq Parties”) from any and all expenses, losses, liabilities, damages, fines, penalties, or costs, including reasonable attorneys’ fees (collectively, “Losses”), arising from any action, claim, counterclaim, demand, or proceeding (each, a “Claim”) made or brought by a third party, including your Recipients, your customers, any Card Brand, or any regulatory authorities, due to or arising out of: (a) your access to or use of the Services; (b) your breach of this Agreement; (c) your violation of any law or the rights of a third party; (d) any dispute or issue between you and any third party; (e) your negligence, fraud or willful misconduct in connection with the use of the Services; and (f) any other party’s access to and/or use of the Services using your Access Information.

Any Plastiq Party claiming indemnification hereunder (the “Indemnified Party”) will notify you in writing of any Claim for which it intends to seek indemnification hereunder. You shall assume the defense of any such Claim at your expense with counsel of your choice. You shall not settle any such Claim without the Indemnified Party’s priority consent, which consent shall not be unreasonable withheld or delayed, unless such settlement totally exonerates the Indemnified Party with regard to such Claim.  The Indemnified Party may elect to participate in the action relating to such Claim with an attorney of its choice at its own expense.

6.14 Intellectual Property Infringement

(a) If the use of the Website or the Services (collectively, the “Plastiq Properties”) is held to, or if Plastiq reasonably believes the use of any Plastiq Property is likely to be held to, constitute an infringement or misappropriation of any intellectual property rights of a third party, Plastiq may, at its option and expense, (i) procure for User the right to continue using the applicable Plastiq Property; (ii) replace the applicable Plastiq Property with a non-infringing, non-misappropriating and functionally equivalent service or technology; (iii) modify the applicable Plastiq Property so that it is not infringing or misappropriating; or (iv) if options (i)-(iii) are not commercially reasonable as determined in Plastiq’s reasonable discretion, terminate this Agreement.

(b) Section 6.14(a) shall not apply and Plastiq shall have no obligation to User to the extent any claim of infringement or misappropriation is based on any (i) modifications to the Plastiq Properties made by persons or entities other than Plastiq, its affiliates or their contractors, unless approved by Plastiq; (ii) combination with other services, products, processes or materials of any third party, including without limitation, other third party equipment or systems used by User; or (iii) continued use of the Plastiq Properties after Plastiq has made available a non-infringing replacement.

(c) THIS SECTION 6.14 STATES THE ENTIRE LIABILITY OF PLASTIQ AND ITS AFFILIATES, AND CONSTITUTES USER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY CLAIM THAT THE USE OF THE PLASTIQ PROPERTIES INFRINGES OR MISAPPROPRIATES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

6.15 Complete Agreement

This Agreement, together with any other Plastiq documents, policies and/or agreements referenced herein, sets forth the entire understanding between you and Plastiq with respect to the Services. In addition to the terms which by their nature should survive, the following sections shall survive the termination of this Agreement: 1.2, 2.6, 5.6, 6.2 (last two paragraphs), 6.5, 6.6, 6.7, 6.8, 6.11, 6.12, 6.13, 6.14(c), and 6.15-23. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be construed, limited, modified, or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain unaffected.

6.16 Intellectual Property

Plastiq is, and shall remain, the sole owner of, and shall retain all right, title and interest in and to the Plastiq Properties and any related documentation, and any modifications, or improvements thereto or derivative words thereof, whether or not made by Plastiq. Plastiq reserves all rights in and to the foregoing, and you gain no rights or licenses hereunder, except as expressly granted in this Agreement.

Trademarks. “plastiq.com”, “Plastiq”, and all logos or websites related to Plastiq, are either trademarks or registered trademarks of Plastiq or its licensors. You may not copy, imitate or use them without Plastiq’s prior written consent, except as otherwise provided herein. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Plastiq. You may not copy, imitate, or use them without our prior written consent.

Copyrights. The content and material provided as part of the Services, as well as the organization and layout of the Website, are copyrighted and protect by United States and international copyright laws and treaty provisions. You may access, download and print material on the Website solely for your personal and non-commercial use; however, any use of this content or material must include Plastiq’s copyright notice. No right, title or interest in any of the content or material provided through the Services is transferred to you and all right, title and interest in and to the Plastiq website, any content thereon, the Services, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing, is the exclusive property of Plastiq and its licensors.

Third party provided content. The Services may permit you to upload or publish text, images and other content (“Third-Party Content”). You represent and warrant that you have the rights and/or permission to upload or publish such Third-Party Content. You grant Plastiq a nonexclusive, perpetual, and royalty-free license to use the Third-Party Content related to your Service.

6.17 External links

The Website may contain links to third‐party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content, products, or services (collectively, “External Content”) of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any External Content located on such External Sites. We are not responsible for the Content of any linked External Sites and do not make any representations regarding the accuracy or functionality of any External Content on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.

6.18 Arbitration

YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN THE SECTIONS BELOW.

Election to Arbitrate. You and Plastiq agree that all Claims relating to this Agreement and the Services will be resolved solely and finally by binding arbitration pursuant to this section (the “Arbitration Provision”), unless you opt out as provided below. As used in this Arbitration Provision, “Claim” shall include 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 this Agreement or the Services, including (except to the extent provided otherwise in the section below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless whether they arise from contract, tort (intentional or otherwise), statute, common law, principles of equity, or otherwise, except that both you and Plastiq retain the right: (a) to bring an individual action in small claims court (a “Small Claims Action”); (b) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened breach of confidentiality obligations, infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (an “IP Protection Action”); and (c) to bring an action seeking only injunctive relief, in a court of competent jurisdiction. Claims include matters arising as initial claims, counter‐claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

Applicability of the Federal Arbitration Act; Arbitrator’s Powers. This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be 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 shall take steps to reasonably protect confidential information.

Opt-out. You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to legal@plastiq.com, within thirty (30) days of the date of your electronic acceptance of the terms of this Agreement (such notice, an “Arbitration Opt-Out Notice”). The opt out notice must clearly state that you are rejecting arbitration; identify the Agreement to which it applies by date; provide your name, address, and be signed by you. If you don’t provide Plastiq with an Arbitration Opt-Out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except with regard to a Small Claims Action, IP Protection Action, or to bring an action seeking only injunctive relief, as expressly set forth above.

Informal Dispute Resolution. If a Claim arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, 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 may submit Claims by sending an email to legal@plastiq.com at any time.

Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall 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 shall have the power or authority to waive, modify, or fail to enforce this section, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this section shall be determined exclusively by a court and not by the administrator or any arbitrator.

Procedures. The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“JAMS”). Claims involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules; all other Claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted according to, and the location of the arbitration shall be 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 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 shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply.

Fees; costs. Each party to the arbitration shall bear the expense of its own attorneys’ fees, except as otherwise provided by law. If either party prevails in the arbitration of any Claim against the other, the non-prevailing party will reimburse the prevailing party for any fees it paid to JAMS in connection with the arbitration, as well as for any reasonable attorneys’ fees incurred by the prevailing party in connection with such arbitration or collection. Notwithstanding the foregoing, if you are a consumer using the Services for personal purposes, we will pay all filing, administrative, hearing and arbitrator fees if you act in good faith, cannot get a waiver of such fees and ask us to pay; and if you win an arbitration you initiate (meaning you recover more than we offered before the arbitration), we will pay your reasonable fees and costs for attorneys, experts and witnesses. If you are a consumer, we will always pay these amounts if required under applicable law or the administrator’s rules or if payment is required to enforce this Arbitration Provision.

Decision. The arbitrator will render an award within the time frame specified in the administrator rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction.

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 are finally adjudicated to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.

6.19 Governing Law and Jurisdiction

In the United States, this Agreement shall be governed by and construed in accordance with all applicable federal laws and all applicable substantive laws of the State of Georgia, without regard to conflicts of laws principles. In addition, we are subject to certain federal and state regulations and local clearing house rules governing the subject matter of the Agreement. You understand that we must comply with these laws, regulations and rules. You agree that if there is any inconsistency between the terms of this Agreement and any applicable law, regulation or rule, the terms of this Agreement will prevail to the extent any such law, regulation or rule may be modified by agreement

In Canada, this Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia.

6.20 Waiver of Jury Trial and Class Action

THE PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT. EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE RESOLVED ON AN INDIVIDUAL BASIS WITHOUT RESORT TO ANY FORM OF CLASS ACTION AND SHALL NOT BE CONSOLIDATED WITH THE CLAIMS OF ANY OTHER PERSON. EACH PARTY FURTHER AGREES TO WAIVE, AND HEREBY WAIVES, THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR TO LITIGATE OR ARBITRATE ON A CLASS-WIDE BASIS AGAINST THE OTHER PARTY.

6.21 Assignment

You may not transfer or assign any rights or obligations you have under this Agreement without Plastiq’s prior written consent. Plastiq reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.

6.22 No Waiver; Cumulative Remedies

No waiver of any provisions of this Agreement by Plastiq will be valid unless such waiver is in writing and signed by an authorized officer of Plastiq. A waiver of one provision does not operate as a future waiver of that or any other provision of this Agreement.

The remedies for Plastiq set forth in this Agreement are cumulative and in addition to any other remedies available to Plastiq at law or in equity. The exercise of any remedy hereunder does not preclude the exercise of any other remedies.

6.23 Language

If you decide to use our Services, you expressly agree that the Agreement between you and us and any associated documents will be in the English language only.