User Agreement

Last updated: October 21, 2021.

Introduction

1. Agreement

These Terms of Service are a legal agreement (“Agreement”) between you (“User”, “you”, “your”, “Payor”, or “Biller”) and Plastiq, Inc., a Delaware Corporation and/or its subsidiaries (“Plastiq”, “we”, “our”, or “us”) governing your access to and use of plastiq.com and all associated sites (“Website”), the Plastiq mobile application (“Mobile App”), the Content and Communication (as defined below), and any other products or services provided by or available through Plastiq (individually and collectively, the “Services”). You agree that by browsing, registering for, accessing or using any of our Services (described below), you acknowledge that you have read, understood, and agree to be legally bound by this Agreement or have the authority to legally bind a third party or entity. This Agreement incorporates by reference all policies, notices, and other content that appear on our website at www.plastiq.com including our Privacy Policy.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING ANY SERVICES. THESE TERMS OF SERVICE ARE SUBJECT TO BINDING ARBITRATION AND WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN THE ARBITRATION SECTION BELOW. 

2. Services

Plastiq offers several services including a platform that enables you to make payments to third parties (“Pay”) or receive payments from third parties (“Accept”). See below for additional details. Currently, Plastiq offers its Services to Users in the United States or Canada and may charge a fee (“Fee”) for the use of the Services.

3. Plastiq

If you reside in the state of Texas, this is a legal Agreement between you and PLV Inc. DBA PLV TX Branch Inc., a Plastiq Inc. subsidiary. For Texas residents, “Plastiq,” “we,” and “us” refer to both PLV Inc. DBA PLV TX Branch Inc. and Plastiq Inc.

If you reside in Canada, this is a legal Agreement between you and Plastiq Canada Inc., a Plastiq Inc. subsidiary. For Canadian users, “Plastiq,” “we,” and “us” refer to both Plastiq Canada, Inc. and Plastiq Inc.

Plastiq is an independent, third-party service that is not formally affiliated with any party, except where otherwise indicated. You acknowledge and agree that your use of the Services do not in any way constitute a tri-party agreement between you, Plastiq, and your payment recipients.

4. Fund ownership

Plastiq does not take legal ownership of the principal funds initiated either under the Pay Service and Accept Service. Most funds are held in a “For Benefit Of” account (“F/O/B Account”) at Silicon Valley Bank (“SVB”) that is held in SVB’s name. The F/O/B Account reflects that this account is for the benefit of Plastiq’s customers. Plastiq has the right to instruct SVB on the use of funds in the account, including to receive and forward funds to you or making payments based on your instructions.

SVB acts only as a service provider to Plastiq, and its role in the completion of a payment is restricted to treasury disbursement. You are not a customer of SVB. Plastiq provides card processing services to you and dispatches payment instructions to SVB for the purpose of accomplishing these payments.

For transactions involving PLV Inc., principal funds do pass to PLV’s legal ownership.

5. CHANGES

We may modify this Agreement, and/or our Privacy Policy from time to time. If we make material changes, we will provide you notice through our Services, or by other means, giving you the opportunity to review the changes before they become effective. If you object to any changes, you may close your account. Your continued use of our Services after we publish or send notice about our changes to this Agreement or Privacy Policy means that you are consenting to the updated terms.

Your Plastiq Account

 

6. Eligibility

In opening an account you represent and warrant that: (i) you are at least 18 years of age; (ii) have a valid and active email address; (iii) have a valid payment card issued on the MasterCard®, Visa®, Discover®, JCB®, Diners Club® or American Express® networks or a valid bank account in your name; (iv) have not previously been suspended or removed from the Services; (v) will provide complete, accurate, and up-to-date information for any and all documentation as requested by Plastiq.

Furthermore, if you use the Services on behalf of another, whether a natural person or legal non-natural person or entity, you represent and warrant that you are duly authorized and empowered by and for that person or entity to agree to and accept this Agreement, and represent and warrant that you are duly authorized and empowered to use the Services on behalf of the person or entity.

7. Registration

In order to access the Services as a User, you must create an account (“Account”). In order to setup your Account you will be required to create log-in credentials and depending on the Services provide certain types of personal information, including by not limited to, the following:

Pay • Your full name and/or entity • Your email address • Your phone number Accept • Business Name, Address, Logo • Business Type and Description • Business Contact and Title • Email Address • Phone number • Funding Method and Banking Details

 

We may request additional information after or during registration. To avoid interruption to your Services you agree to provide true, accurate and complete information promptly and notify us if any of your information has changed.

8. Account Administrator

You may add additional users to your business Account, so that other colleagues or employees can request payments from the same Account. Plastiq will allow up to five (5) individual user Account per business Account. An Administrator Account will be created for your primary Plastiq contact, and they will have the ability to provision additional accounts determining their access and management permissions. You are responsible for all actions submitted and data accessed by these additional business Account users.

9. Account Security

Users are asked to create a strong password and provide a device on which to receive a multi-factor authentication code, or similar mechanism for verification. Other than as authorized by Section 8 (Account Administrator), you will not provide access to your Plastiq Account to any outside party, and will take reasonable precautions to safeguard your password and authentication details keeping them confidential. To the extent permitted by law, you are responsible for all actions submitted and data accessed by your Plastiq Account, and Plastiq holds no liability for any costs, difficulties, or disputes arising from unauthorized or compromised usage of your Plastiq Account, except where required by law or where Plastiq explicitly accepted responsibility.

10. Restrictions/Limitations

Successful registration provides you access to the Services, but does not make any warranties about the extent of your access or privileges. Plastiq reserves the right to impose limitations on the size, frequency, and time frame of payments submitted.

Depending on your usage of the Services, more information may be requested to lift such restrictions. You acknowledge that your failure to provide satisfactory information upon request may result in limitations being placed on your Plastiq Account, which may include complete restriction from access and usage of the Services.

Furthermore, we reserve the right to review or place a hold on any payment requested through our 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. In our sole discretion, Plastiq may place a hold on a payment for as long as reasonably necessary to conduct an appropriate inquiry regarding the payment, a Plastiq Account, a Recipient, or any related facts or circumstances (“Payment Review”). Depending on the results of this review, Plastiq reserves the right to take any appropriate action, including declining the payment, refunding the payment, or continuing to hold the payment pending instructions from a government agency. You relieve Plastiq of any liability you may incur due to payments that are held, denied, or reversed.

11. Termination/Suspension

If we have reason to believe that you have used our Services contrary to the terms of this Agreement, we may close or suspend your Account or the Services; hold, return, or reclaim funds; update information provided by third parties; decline to provide Services to you or related parties in the future. If you open additional accounts, Plastiq reserves the right to immediately close such additional accounts.

We further reserve the right to terminate your Plastiq Account if: you provide inaccurate, untrue, or incomplete information; you fail to comply with the account registration requirements; we cannot verify your identity; or you engage in any restricted activities or inappropriate use of the Services. Plastiq, in its sole discretion, also reserves the right to close your Plastiq Account at any time with or without notice to you for any reason.

Activity contrary to the terms of this Agreement may result in us contacting your bank, other Users, law enforcement, or other third parties; or take legal action.

12. Applicable Taxes and Penalties

You are responsible for all, if any, applicable taxes arising from your use of the Services. You are furthermore responsible for all fees, fines, penalties and other liability incurred by Plastiq, yourself, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Services. You agree to reimburse Plastiq or a third party for any and all such liability.

In the event that you are liable for any amounts owed to Plastiq, Plastiq may initiate a transaction via your default Payment Method or other available payment methods to pay any such amounts. If you do not have sufficient funds available to fulfill such payment, Plastiq may engage in collection efforts and/or other legal actions to recover such amounts from you.

13. Privacy

Personal identifiable information (“Personal Data”) provided through accessing the Website, including all subpages and successor pages and using the Services is governed by our Privacy Policy located at plastiq.com/privacy. You agree to and are bound by the terms of our Privacy Policy which is incorporated by reference into this Agreement as if it were set forth herein in its entirety.

To help the government fight terrorism and money laundering activities, Plastiq obtains, verifies, and sometimes stores certain Personal Data. You authorize Plastiq, directly or through third parties, to make any inquiries necessary to comply with applicable law or regulation. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address or financial instruments, and verifying your Information against third party databases or through other sources.

At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate the information you provided, and verify you or the identity of your business. If Plastiq cannot verify your identity, Plastiq reserves the right to deny you use of the Services.

For businesses that share data with Plastiq. You represent and warrant that you have obtained the necessary permissions to do so, and that your policies regarding Personal Data comply with applicable laws or regulations.

Pay

14. Services

The Pay Service was designed to permitted Users to pay virtually any expense with a credit card, debit card, or by means of the Automated Clearing House (“ACH”) (collectively “Payment Methods”) even to Recipients who do not accept these Payment Methods.

15. Payment Methods

When you add a Payment Method to your Account, you agree you have the authority to disclose the Payment Method information and to bind the person or organization for which you act, and you authorize the initiation of debit or credit entries, as applicable, to the payment methods in accordance with instructions inputted through the Services, and, if necessary, the initiation of adjustments for any transactions debited or credited in error.

Debit or credit cards. Cards issued on the following payment networks may be used as payment methods via the Services:

• MasterCard® (Restrictions Apply)
• American Express® (Restrictions Apply)
• Visa® (Restrictions Apply)
• Discover®
• JCB®
• Diners Club®

Once you have created an Account, you may add various debit and/or credit cards. Your cards may be authorized to confirm their validity. A temporary, small authorization charge may appear on your card statement.

ACH Payments. You may add eligible checking or saving accounts held by you at a regulated financial institution as a Payment Method. Payment requested made using this Payment Method will be taken directly from eligible checking or saving accounts held by you at a regulated financial institution by mean of the ACH network. By requesting such a transfer, you represent that you are the owner of such bank account or have authority related to such bank account and, if there are additional owners, you are authorized by them to make such a transfer and take all other actions required or permitted by this Agreement. When you provide us with your bank account information, we may verify your authority and/or access to the bank account you identify.

16. Restrictions

Payment Methods. All Payment Methods used to submit payments via the Services, may be saved to your Account for easy reference and submission. All Payment Method usage associated to payments submitted via the Services are subject to the existing terms of your provider, including any relevant credit or transactional limits, credit and interest terms, and/or rewards programs. Where applicable, Plastiq retains all rights and authority for the treatment of your Payment Methods via the Services.

To prevent fraud and comply with legal obligations, we may ask for additional information from you and from third parties. Your payment may be put on hold for a payment review. If you do not cooperate with our review process, your payment may be delayed or declined. We may impose limitations on the size, frequency, and timing of payments.  We may decline to make payments or otherwise deny you use of the Services, and we may decline to explain why.

Issuing Bank. Plastiq makes every attempt to process the payment as requested; however,use of your Payment Method is governed by the terms set by the bank that issued your credit or debit card (“Issuing Bank”), including any credit or transactional limits and/or the conditions for any rewards programs.

Certain Payment Methods can be limited to industries or categories by Issuing Banks. Plastiq does its best to note non-accepted categories with clear warning messages. For a current list of cards which may treat your purchase as a cash advance, visit the Help Center. In selecting a recipient category, you acknowledge the information you are providing is accurate and in compliance with your Issuing Banks terms.

Furthermore, your transactions may be treated by the Issuing Bank as a cash advance even though Plastiq codes the transactions as purchases. If this is the case, we will notify you prior to payment submission. If you prefer to use another Payment Method, you may switch to a different card or cancel submitting the payment altogether. For a current list of cards which may treat your purchase as a cash advance, visit the Help Center.

Given that the final determination related to the payment request is up to the Issuing Bank you agree not to hold Plastiq liable for any consequences resulting from the Issuing Bank’s treatment of card authorizations, which may include but are not limited to cash advance fees, impacted reward program earnings, or altered credit programs and interest rate terms.

17. ACH Payment Method

If you choose to use your bank account(s) as your Payment Method (“ACH Payment Method”), you hereby authorize Plastiq to debit your banking details via the ACH system while this authorization remains in effect. You may be asked to add your bank account details via a third party service to verify your bank account. Plastiq uses Plaid Technologies, Inc. (”Plaid”) to verify your bank account(s) and periodically confirm your bank account balance prior to approving a transaction. Plastiq only shares your information with Plaid in accordance with our privacy policy. Information shared with Plaid is treated by Plaid in accordance with its Privacy Policy, available at https://plaid.com/legal/Privacy Policy.

If you choose to use the ACH Payment Method, a verification process may include debiting a small amount from your bank account(s), then immediately crediting the same amount back to your bank account. Plastiq will only use this process to screen for fraud and will not otherwise debit your bank account(s), except for your use of the Services.

18. ACH Authorization

You hereby authorize Plastiq to initiate debits from the bank account(s) that you enter in the Services in order to pay amounts owed to your recipients in accordance with the instructions you entered and, if necessary, to initiate adjustments for any transactions credited or debited in error. You agree that the payment transactions will be governed by the rules established by NACHA, the Electronic Payments Association, as in effect from time-to-time. You are solely responsible for the accuracy of the payment information, or the payment instructions provided to Plastiq.

For recurring scheduled payments, you understand that Plastiq will automatically debit each scheduled payment and that sufficient funds for each transaction must be in your bank account(s). If sufficient funds are not in the bank account(s), you may be charged a returned/rejected item fee. For recurring scheduled payments, if the debit date falls on a weekend or a holiday, your debit date will be automatically deducted from your bank account the following business day.

You understand that this authorization 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) working days prior to date you have requested the transaction be processed. Furthermore, you authorize Plastiq to debit, if the payment is returned for any reason, a rejected/returned item fee of $30 or the maximum amount allowed by law. You represent that you have authority to bind the organization that owns the bank account(s), and to authorize all transactions to the bank account(s) that are initiated through Plastiq. You acknowledge that transactions initiated to the bank account(s) must comply with the provisions of U.S. law.

If the recipient does not deposit or otherwise receive and process the payment within a reasonable amount of time Plastiq reserves the right, in its sole discretion, to expire, void, or cancel any payment. If we expire, void, or cancel any payment, you authorize and we will credit the amount of the payment back to the original bank account, less any fees or other amounts owed by you to Plastiq.

19. Payment Submission

Plastiq Payments can be submitted for immediate or future processing via the Services. Payment submission requires at least the following to be specified:

• a Recipient (name, contact information, and remittance address);
• a Payment Method;
• a payment amount;
• an invoice or Account Number;
• any applicable Payment Data

You are responsible for verifying the accuracy of payment details and Plastiq will have no liability for losses or damages due to your or your Recipient’s actions or inactions. Any or all of the above fields may be pre-filled for you, particularly if you were referred to the Plastiq Services for your payment.

Certain credit card networks do not support certain types of transactions. Please note that your method of payment 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.

For electronic payments, you must provide the Recipient’s bank routing number and bank account number through the Services. Please note that our ability to process electronic payments to new Recipients will depend on the Recipient’s willingness to confirm its banking details. If the Recipient does not provide this confirmation, we will be unable to complete your transaction electronically.

Payments may be submitted with a processing date in the future (“Scheduled Payments”), but must be assigned to a Payment Method at time of submission that remains valid through the date on which a Payment Method is debited to initiate the delivery of a payment (the “Processing Date”). The details of a Scheduled Payment, including associated fees and promotions, are locked in at the time of submission, except where noted otherwise. Prior to its Processing Date, a Scheduled Payment may be cancelled or edited via the Services. Editing a Scheduled Payment is functionally treated as the deletion of the original Scheduled Payment and creation of a new Scheduled Payment, and accordingly may result in alterations not specifically requested including but not limited to recalculation of associated fees, qualification for current Promotions or disqualification for expired Promotions, and reiteration of any applicable Payment Review processes.

Payment Data. The data fields are dependent on the Payment Method selected and are subject to change at any time. Payment Data may include, but is not limited to, card number; cvv; expiration; cardholder name; account address; and/or bank account and routing number. Plastiq may require additional information from you at the time of payment submission, which is primarily used to help Recipient acknowledge and account for your incoming payments. Recipients that partner with Plastiq may customize the information they collect from you via Plastiq.

Satisfactory Goods or Services. By submitting your payment for processing by the Services, you agree that the goods or services provided by your Recipient have already been rendered or received and are to your satisfaction. You hereby forfeit any future claims regarding undelivered goods or services, or insufficient or unexpected quality or untimely delivery of the goods and services provided.

Payment Processing.Payments submitted for immediate processing will require successful Payment Method authorization at the time of submission, while payments marked for future processing 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.

Payment Delivery. A payment fund disbursement channel and expected delivery timeframe will be presented to you upon review, prior to submission. The expected delivery time frame is a projected estimate based on Plastiq’s historical performance for a given disbursement channel, and is subject to change. All remedies for failure to deliver a payment within the quoted timeframe will be subject to Plastiq’s Delivery Guarantee.

Delivery Guarantee. Plastiq guarantees delivery of your payments to Recipients within the timeframes projected at the time of Payment Review, prior to submission. If this guarantee is not fulfilled, you are eligible for reimbursement of any late fees associated with the payment which may have accrued between the quoted delivery timeframe and actual delivery.

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 of reimbursement confirmation from Plastiq. You agree that any qualified reimbursements not claimed within this timeframe will be forfeited.

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

• Service provider downtime or delays, including but not limited to the United States Postal Service (USPS), Canada Post, and banking partners.
• Recipient rejection or return of the payment.
• Recipient mishandling or delayed posting of a payment.
• Delivery failure due to incorrect or incomplete information provided by you.
• Cancellation prior to payment delivery.
• Failing to respond promptly during Payment Review.

20. Expedited Payment Service

Plastiq’s Expedited Payment Service allows a User to expedite eligible payments made through Plastiq for an additional Fee.  To ensure quicker receipt of payments by Recipients, Plastiq will purchase a User’s debit or credit card receivables.  Once this sale is complete but before Plastiq receives the User’s receivables, Plastiq will facilitate payment to the designated recipient.

The following terms and conditions apply to the Expedited Payment Service:

Sale, Purchase, and Billing. A User may, in accordance with this Agreement, elect to sell to Plastiq as absolute owner the right to collect card receivables (i.e., funds owed by a User’s issuing bank to Plastiq that have not yet been received by Plastiq) associated with a particular payment (each such receivable, a “Receivable”).  User, as a seller, and Plastiq, as a buyer, intend that each purchase and sale of all right, title and interest to Receivables under this Agreement is and shall be a true sale of such Receivables for all purposes and not a loan arrangement.  Each such sale shall be, subject to the terms of this Agreement, absolute and irrevocable, providing Plastiq with the full risks and benefits of ownership of such Receivables (such that the Receivables would not be property of User’s estate in the event of User bankruptcy).  User, as a seller, and Plastiq, as a buyer, agree to treat each transfer of Receivables for all purposes as a sale on all relevant books, records, financial statements and other applicable documents.

User is not obligated to use the Expedited Payment Service to make a payment through Plastiq.

Plastiq may purchase from User such Receivables as Plastiq determines. Plastiq is not obligated to purchase any Receivables.

Once Plastiq purchases a Receivable, User acknowledges and agrees that Plastiq’s rights to amounts due associated with the Receivable includes without limitation the full right and power to collect, compromise, sue for, assign, or to enforce collection of said Receivables in any manner, in the name of Plastiq, or in the name of any assignee of Plastiq, without limitation.  Receivables received by Plastiq will be credited by Plastiq to its own bank account, and not to the bank account of User.

Purchase Price; Calculation of Purchase Price. Plastiq shall pay to User the Purchase Price (as defined below) for the Receivable that Plastiq wishes to purchase on the date communicated by Plastiq to User or otherwise specified through the Services.

Plastiq does not charge any interest, finance charges, points, late fees or similar fees (except as permitted by applicable law in connection with civil judgments).  Plastiq purchases Receivables at a discount. The purchase price for an eligible Payment shall be the face amount of the eligible Payment being purchased less the then-current fee (the “Administrative Fee”; the overall purchase price, the “Purchase Price”). The formula and variables for calculating the Administrative Fee shall be communicated to User prior to selling the purchased Receivable through the Expedited Payment Service.  For current and applicable fees see here. Fees may be updated or changed in any manner by Plastiq from time to time, in its sole discretion.

The updated or changed formula shall apply to the calculation of the Administrative Fee for all eligible payments purchased on or after the date that the updated or changed formula becomes effective. The formula for calculating the Administrative Fee may vary depending on optional parameters set by Plastiq and selected by User via the Services.

Credit Risk. Plastiq will assume the Credit Risk on each set of Receivables purchased, and Plastiq will have no recourse to User if any Receivables are not collected due solely to the occurrence of an event of assumed Credit Risk occurring. For this purpose, “Credit Risk” means circumstances that prevent User’s issuing bank from transferring the Receivables owed.

• Any Receivable, the payment of which has been disputed by User’s issuing bank obligated thereon, or against which User’s issuing bank has asserted (with or without justification) a defense, offset, counterclaim, or right of return or cancellation. Plastiq is under no obligation to determine the legitimacy or enforceability of such defense, offset, counterclaim, or right of return or cancellation.
• All Receivables upon the occurrence of a Default as set forth below.

Representations and Warranties. User represents and warrants that the purchased Receivables are and will remain (i) unconditionally owed and will be paid to Plastiq; and (iii) arise out of a payment obligation to an entity that is not affiliated with User, directly or indirectly, as part of an “arm’s length” transaction.

Default. The following events will constitute an Event of Default under this Agreement: (a) User defaults in the payment of any present and future obligations owing by User to Plastiq whether arising under this Agreement or otherwise, and whether arising before, during or after the commencement of any bankruptcy proceeding in which User is a debtor (“Obligations”), or in the performance of any provision hereof, or any warranty or representation contained herein proves to be false in any way, whether material or immaterial, (b) User becomes subject to any debtor-relief proceedings, (c) Plastiq for any reason, in good faith, deems itself insecure with respect to the prospect of repayment or performance of the Obligations, or (e) User grants a security interest in the purchased Receivables to another creditor and/or the purchased Receivables are encumbered by a party other than Plastiq.

Effect of Default. Upon the occurrence of any Event of Default, in addition to any rights Plastiq has under this Agreement or applicable law, Plastiq may immediately terminate this Agreement, at which time all User Obligations shall immediately become due and payable without notice.

Accept

21. Services

The Accept Service provides you with an all-in-one payment acceptance hub which allows you to accept credit and debit cards without losing any part of the payment to transaction fees typically imposed by other service providers. The offering comes with features such as customized Plastiq payment pages for businesses, enhanced payment monitoring and reporting, and customized payment requests for individual customers.  As such, all considerations associated with payment authorization and remittance, including but not limited to regulatory, compliance, and operational responsibilities to state, federal, and payment network authorities are managed by Plastiq.

No provisions of this Agreement, except where otherwise noted, will modify or supercede your existing relationships with your customers. Plastiq is not a debt collector, nor do we take on any legal responsibilities regarding your customers’ financial obligations.

The arrangement outlined in this Agreement does not constitute a payment processing relationship, and accordingly does not violate any binding arrangements which may preclude the establishment of a payment processing relationship, including exclusivity clauses which may be enforced by existing payment processors.

Accordingly, Plastiq assumes no responsibility and will have no liability for any consequences resulting from your interactions or contracts with payers, including but not limited to payment terms, the proper and timely delivery of goods or services, and any associated disputes which may arise. Plastiq in no way endorses, recommends, or bears any responsibility or liability for any products, services or statements presented by you. You acknowledge and agree that your use of the Services does not in any way constitute a tri-party agreement between you, Plastiq, and your customers.

22. Your Accept Account

Data Shared. Plastiq may provide you the ability to pass the data about your customers, business, or partnerships in order to facilitate your financial reconciliation or the Plastiq user experience. If you share data with Plastiq, you represent and warrant that you have obtained the necessary permissions to do so, and that your policies regarding Personal Data comply with any applicable laws or regulations.

Plastiq will not be held responsible for any liabilities arising from the sharing of data by you.

Business-Provided Content. You may use the Services to upload or publish text, images, and other content (collectively, “Business Content”) to your Plastiq Accept Account. You grant Plastiq a nonexclusive, perpetual, and royalty‐free license to use any provided Business Content without geographic restriction.

You agree to obtain the appropriate permissions and, if required, licenses to upload or publish any such Business Content using the Services, and further agree to fully reimburse Plastiq for all fees, fines, losses, claims, and any other costs we may incur that arise from publishing illegal Business Content through the Services, or claims that Business Content you published infringes the intellectual property, privacy, or other proprietary rights of others.

Verification. Successful provisioning of your Plastiq Accept Account does not guarantee access to the Services in perpetuity. Plastiq reserves the right to periodically re‐evaluate your eligibility to use and access the Services, and may in its sole discretion restrict or terminate access to the Services at any time and without notice.

To aid in its on‐going verification efforts, Plastiq may request additional or updated information about your business, including but not limited to applicable tax IDs, principal owners, and corporate structures. In some cases, continued and uninterrupted usage of the Plastiq Services may require the execution of additional agreements or the establishment of risk‐mitigating structures such as reserves, insurance, or alterations in fund flows or user experiences. You recognize and agree that failure to comply with any verification processes or required actions may result in the restriction or termination of your Business Account with Plastiq.

23. Your Obligations

In return for your use and access to the Services, you agree to comply with the following obligations:

• Present Plastiq as a payment option to your customers, in no less favorable positioning than other options, via approved presentation of the Plastiq logo and any applicable card network marks.
• 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.
• Comply with any applicable Network Rules defined and enforced by financial services providers or card networks.
• Deliver your goods or services as advertised, in their entirety, on time, and to the satisfaction of your customers.
• Ensure all information provided to Plastiq is kept current, accurate, and complete.
• Ensure any integrations are continually updated to the latest versions of our APIs and Services.

24. Funding Methods

You must provide Plastiq with instructions regarding the delivery of payments.  Plastiq supports various funding methods whose availability, funding timelines, supported currencies, and associated terms may be subject to change at any time.  Please refer to the sections below for specific information regarding the available funding methods in your geography.

You are expected to verify the funding instructions you provide to Plastiq, and to ensure proper access to the financial systems or instruments through which funds will be delivered. Plastiq cannot be held responsible for any liabilities resulting from settling funds in accordance with your instructions (e.g., sending a bank transfer to an incorrect account due to a typo within the funding instructions). Any costs incurred from failed transfers, including subsequent handling and re‐issuance fees, may be billed to your Plastiq Accept Account and may affect future Payment delivery.

Plastiq Accept Accounts must have a valid funding method specified at all times. If your funding method becomes unavailable or invalid, Plastiq may revoke your access to the Services.

Please note that you may receive payment from different accounts based on the location of your customers. Texas cardholders will have their payment sent from PLV, while cardholders not in Texas will have their payment sent from Plastiq.

Funding method change requests can be sent to​ plastiq-service@plastiq.com​. Please allow up to seven (7) business days for changes 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

Payments delivered to a bank account will generally settle within 2 to 3 business days of submission.

25. ACH Authorization

To handle any financial obligations to Plastiq arising from issuing refunds, chargebacks, handling fees, or other adjustments, you hereby authorize Plastiq to debit or credit your banking details via ACH system while this authorization remains in effect. You understand that Plastiq will notify you of the debit. You understand that this authorization will remain in effect until you cancel it in writing or revoke it by terminating your Plastiq Accept Account, and you agree to update your account information with Plastiq with the most up-to-date information.  You authorize Plastiq to debit, if the payment is returned for any reason, a rejected/returned item fee of $25 or the maximum amount allowed by law. Furthermore, you agree that the payment transactions will be governed by the rules established by NACHA, the Electronic Payments Association, as in effect from time-to-time

Plastiq may require you to execute a pre‐authorized debit agreement. If this is relevant to your usage of the Plastiq Services, it will be requested during your onboarding process.

26. Fees and Payment Terms

Access to the Service, or to certain features of the Service, may require you to pay certain fees (individually and collectively, “Service Fees”), including but not limited to account subscription fees, transaction fees, payment processing fees, and other special service fees. Information on Service Fees can be found on the Plastiq Website. You agree to pay when due all Service Fees applicable to your use of the Service.  You agree that you are responsible for the full amount of the applicable Service Fees for each billing cycle in which you use the Service or maintain a Plastiq Accept Account, even if you don’t use the Service during the billing cycle or use the Service for only a portion of the billing cycle.  Plastiq reserves the right to refuse to cancel your Plastiq account if your account is not in good standing or has any overdue Service Fees.

Plastiq reserves the right to change the Service Fees from time to time, in its sole discretion. Plastiq will provide advanced notice of any material increase of a change in Service Fees. If the increase in Service Fees is not acceptable, your sole and exclusive remedy will be to stop using the Service and/or cancel your Plastiq Accept account, as applicable. By continuing to use the Service after notice of the new Service Fees, you accept all changes in Service Fees. All Service Fees are non-refundable, except at the sole discretion of Plastiq.

You authorize Plastiq to use the Funding Method or Payment Method (whether credit card, debit card, and/or bank account) you have provided to us (as updated from time to time) to automatically charge you in USD or CAD for the Service Fees applicable to your Plastiq Accept account or your use of the Service, plus any applicable taxes. If Plastiq is unable to charge the Funding Method or Payment Method for any reason you agree to pay all past due Service Fees and taxes within 7 business days of notice of non-payment from Plastiq. If amounts owed are not paid within 7 days of that notice, interest will accrue on all past due amounts at the rate of 1.5% per month or the highest rate of interest allowed by law (whichever is less), calculated from the date the amount was due until the date that payment is received. If your Plastiq Accept account becomes overdue, Plastiq will be entitled to reimbursement for the reasonable costs of collection, including reasonable attorneys’ fees and expenses.

27. Subsidy

In many cases, you may offer to subsidize a portion or all of the Plastiq fees which are charged to your customers. You are able to specify a fixed, percentage amount of the fees that you will cover, causing a direct discount to your customers’ Plastiq fees.

Subsidies affect the net payment amount delivered to your bank account, but it is expected that you will give credit to your customers for the full payment amount. For example, specifying a subsidy of 1.0% on a $100.00 payment will result in $99.00 delivered to your bank account, and you are expected to credit your customer for a $100.00 payment.

28. Payment Requests

The Accept Service can be used to request payments from third-parties for immediate or future processing. Payment requests require information including payer name, payer’s contact information, payment amount, and any applicable payment data including but not limited to an invoice for documentation.

You are responsible for verifying the accuracy of your payment request details and Plastiq will have no liability for losses or damages due to your or your payer’s actions or inactions.

For certain payment methods, like ACH and/or wire payments, the Biller or Payor may also be charged a fee by the bank. You agree to absolve Plastiq from any liability for any bank fees or charges levied against your account as a result of an ACH and/or wire payment.

Payments may be requested with a processing date in the future (“Scheduled Requests”). The details of a Scheduled Request are locked in at the time of submission, except where noted otherwise. Prior to its Processing Date, a Scheduled Request may be cancelled or edited via the Services or by the payor. Editing a Scheduled Request is functionally treated as the deletion of the original Scheduled Request and the creation of a new Scheduled Request, and accordingly may result in alterations not specifically requested, including but not limited to recalculation of associated fees.

Billers will have the ability via our Services to track incoming payments from the initial payment request to payment completion. Billers will need access to their Accept Account in order to access tracking services, and Billers agree to absolve Plastiq from any liability for any delays or interruptions that may result.

29. Payment Review

At times we are required to review in detail payments made through the Service. If the Payor or Recipient do not provide the necessary documents this may cause a delay or the cancelation of a payment. You release Plastiq from any liability with a delay or cancelation of a requested payment.

30. Satisfactory Goods or Services

By submitting your payment request for processing by the Services, you agree that the goods or services provided to your customer in exchange for the principal have already been rendered and the matter is considered to be satisfactorily resolved. In the event that the customer disputes the payment related to the goods or services you agree to work with Plastiq to resolve this dispute. If the dispute is not resolved and a portion or the full payment is returned to the customer, you agree to return the necessary funds to Plastiq.

31. Payment Status

Plastiq provides reporting 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 eventual delivery to you. In accordance with you obligation under this Agreement please ensure that you credit your customers at the time a payment reaches this status.
• Completed (Sent or Deposited) Payments –​ These are payments for which funds have been sent or delivered to 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.

Plastiq reporting can be accessed via a multitude of channels, including but not limited to:

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

Plastiq’s business integration team may also support custom reporting formats and accounting system integrations. If you will require a custom solution, please ask your Plastiq contact.

Plastiq Account Activity

32. Cross Border Payment

A Cross-Border Payment (“CBP”) is defined as a payment for which Recipient funds are delivered in a different country from which they originate (e.g., a credit card issued in the United States paying a recipient in Canada). CBPs may be subject to higher fees, further reviews, and longer delivery timelines.

Depending on your Payment Method, currency exchange may occur in conjunction with a CBP and may be exchanged at a rate which is not disclosed to you via the Services at the time of submission. Modifications to any applicable credit programs, alterations of Fee structures and amounts levied by Plastiq or other third parties, and impacts to Payment delivery channels and timelines may also apply.

33. Exchange Rate Fluctuations

Principals and Fees associated with Cross-Border Payments may be subject to exchange rate fluctuations. You acknowledge and accept that credits and debits from Payment Methods in association with Cross-Border Payments may be executed in unexpected and varying amounts as converted to and from a Recipient’s local currency.

For example, a difference in exchange rate between the date on which a User initiates a request for payment delivery via the Services and the Processing Date of a Scheduled Payment may result in your Payment Method being debited for a different amount than that presented at time of submission. Additionally, payment refunds associated with Cross-Border Payments will be subject to current exchange rates, which may differ from the exchange rate observed 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 actions on your payments materially impact Plastiq’s ability to provide its services, Plastiq may seek remedies accordingly.

34. Multi-currency Card Processing

Plastiq may offer the ability to pay a Recipient in a different currency than a card Payment Method is originally issued (“Multi-Currency Processing” or “MCP”).

MCP Payments submitted in the local currency of a card (rather than the Recipient’s currency) will NOT be charged an additional Plastiq Fee. The foreign exchange rate applied for MCP Payments will be calculated on the Payment Processing Date, and where possible will be presented on the payment review page, prior to submission.

Currently, The MCP program is only available when submitting payments in Chinese Yuan (CNY).

Additional terms for each of the above currencies may be outlined in the following sections, and supercede other terms found in this Agreement, where applicable.

Chinese Yuan (CNY). Credit cards and debit cards issued in China on the MasterCard® network may submit Plastiq payments in Chinese Yuan (CNY). Cards issued on networks other than MasterCard® are not eligible for the MCP program.

Users who submit an MCP Payment in CNY agree to be bound by the “Notice of the State Administration of Foreign Exchange on Standardizing Administration of Foreign-currency Bank Cards,” including but not limited to Items (4) through (7) in Section 3 – Issuance and Use of Domestic Cards. Those terms are included below, for convenience:

(4) A Domestic Card may be used for overseas consumption payment under current account, but not for other transactions. The detailed requirements are set forth in Items (5) to (10) in this Section.

(5) The card issuing financial institutions shall properly set up their systems in accordance with the merchant category codes (MCCs) listed in the Merchant Category Codes for Overseas Use of Domestic Bank Cards (See Annex 1), and strictly control offline transactions.

(6) Merchant category codes listed in Annex 1 fall within three categories: forbidden, amount restricted and unrestricted. “Forbidden” means card holders are not allowed to conduct transactions under such codes. “Amount restricted” means card holders are allowed to conduct transactions under other codes than 6010 and 6011 with each transaction amount not exceeding the equivalent of USD 5,000. “Unrestricted” means card holders are allowed to conduct transactions without amount limit.

(7) The card issuing financial institutions shall set up combined limit on overseas withdrawal under codes of 6010 (withdrawal at counter) and 6011 (withdrawal from an automated teller machine), which is not more than the equivalent of USD 1,000 per day, USD 5,000 per month and USD 10,000 per six months.

Currently, Plastiq-supported MCCs which may be subject to SAFE limitations include but are not limited to 7997 – Clubs (Amount Restricted).

35. Restricted Activities

You agree not to use the Services for any of the following “Restricted Activities”:

1. For unsupported transfers, including sending anti-money
   1. to yourself or an entity in which you have control;
   2. on behalf of another party;
   3. not in direct exchange for a rendered good or service;
   4. to escrow accounts where a contract cannot be provided;
   5. for goods or services whose delivery or completion has not yet been confirmed;
   6. Short term rental and/or vacation payments;
   7. as a donation to an organization not classified as a registered charity;
   8. other than for legitimate payment purposes (e.g., to test or probe card behaviors).
2. For unsupported goods and services, including
   1. gambling and related activity (such as lotteries, poker chips, bidding fee auctions, sports forecasting or odds making, fantasy sports leagues, internet gaming, contests, sweepstakes, and games of chance);
   2. unsupported debt types – such as credit card balances or uncollateralized personal loans (when using credit cards as the payment method);
   3. certain investment accounts or to fund unsupported investments, including but not limited to 401(k) accounts, 403(b) plans, 457 plans, 529 plans, and IRAs;
   4. drug paraphernalia, synthetic drugs and/or controlled substances and related goods or services;
   5. tobacco including vapor, inhalants, e-cigarettes, and e-liquid;
   6. online pharmacies, pharmaceutical or nutraceutical products or services, or internet pharmacy referral sites;
   7. gold, diamonds, precious metals;
   8. pornography, obscene materials, bride catalogs, escort services, and sexually-related services;
   9. hate-related material, rape/violence, bestiality;
   10. weapons, jammers, munitions, gunpowder, fireworks, and other explosives;
   11. pawn shops, paper mills, payday loans;
   12. counterfeit goods, ponzi schemes, multi-level/affiliate marketing businesses, or any money making schemes;
   13. resale of social media activity;
   14. travel tickets;
   15. foreign exchanges;
   16. malware, spyware, phone unlocking services;
   17. toxic, flammable, and radioactive materials; or
   18. other goods and services subject to government regulation.
3. For uses not supported by specific Payment Methods, as stated in this article
4. In violation or potential violation of applicable law, regulation, rule, or legal interest, including,
   1. sending or receiving potentially fraudulent funds;
   2. in the course of any activity regulated by the Financial Crimes Enforcement Network (FinCEN) or any other relevant regulatory body;
   3. infringement or potential infringement of any party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
   4. acting in a manner that could be defamatory, trade libelous, threatening or harassing;
   5. using your Account or the Services in violation of applicable payment network rules;
5. In a manner detrimental to our provision of the Services, including
   1. the provision of outdated, false, inaccurate, or incomplete information;
   2. using any promotional or referral programs in a manner deemed abusive or against the intention of said programs;
   3. maintain or using multiple Accounts;
   4. allowing other individuals to access or use your Account;
   5. using an anonymizing proxy;
   6. using the Services in a manner that results in or may result in complaints, disputes between a User and Plastiq, Claims, chargebacks, fees, fines, penalties and other liability to Plastiq, a third party, or you;
   7. imposing unreasonable demands on our technical or personnel resources;
   8. facilitating viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;
   9. using any robot, spider, other automatic device, or manual process to access, monitor or copy our Website without our prior written permission;
   10. using any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our Website or the Services;
   11. taking any action that may cause us to lose any of the services provided by our Recipients, payment processors, or other suppliers;
   12. Reselling, re-skinning, or otherwise distributing our Services;
   13. breaching this Agreement or any other agreement or policy that you have agreed to with Plastiq.

If you have a payment use case which is not explicitly mentioned above, and for which you would like to confirm support, please check with our Member Services team by emailing plastiq-service@plastiq.com.

36. Engaging in Restricted Activities

Plastiq may request more information relating to your use of the Services to seek to identify Restricted Activities. You agree to cooperate in any investigation and to provide confirmation of your identity and any Information you provide to us, as we may require.

If we have reason to believe that you have engaged in any Restricted Activities, Plastiq reserves the right to, in its 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;
• Take legal action against you.

When not otherwise obligated by regulatory or compliance considerations, Plastiq will provide you with notice of any such actions. If applicable, Plastiq may request more information regarding your use of the Services to better determine whether or not Restricted Activities may have occurred.

37. Payment Refunds

In certain situations, following a payment submission, you may request a refund by contacting Plastiq at refunds@plastiq.com. The availability of refunds and processes for their execution are dependent on the disbursement channels by which payments are delivered to Recipients. Plastiq is unable to issue partial refunds. More specific information is provided below.

Plastiq is also unable to initiate refunds in cases where a Recipient has already received your payment. If this is the case, you should contact your Recipient directly to request a refund, pursuant to their payment terms.

In the event of a refund of the total funds to be sent to a Recipient, Plastiq may at its discretion refund an amount of the Plastiq Fee. Principal refunds effected via clawback or chargeback mechanisms, however, will not result in a refund of the Plastiq Fee, in whole or in part.

38. Refunds for Check (cheque) Payments

Plastiq may refund payments disbursed via check (cheque) prior to their deposit by your Recipient. If Plastiq has already sent a check (cheque), we may place a “stop payment” request to ensure it cannot be deposited. In such cases, we suggest that you contact your Recipient to let it know not to deposit the stopped check (cheque).

If your Recipient attempts to deposit a stopped check (cheque), it may be charged a fee from its bank for the exception, which it may attempt to assign to you. You accept the responsibility of notifying your Recipient not to deposit your check (cheque), and you agree not to hold Plastiq liable for any costs you may incur from your Recipient in such a case.

39. Issues and Inquiries

If you encounter any payment-related issues or have a question about your payments, please contact plastiq-service@plastiq.com. Including any relevant Payment IDs in your messages will help our team provide you better, quicker service. Payment IDs are presented on your Payment confirmation page and email notifications.

If you message us from an email that does not match the one associated to your Account with Plastiq, or via an alternate channel like social media or SMS, we may require further verification of your identity prior to providing any information or making any changes.

For Texas users who have contacted Plastiq and still have an unresolved complaint regarding the company’s money transmission or currency exchange activity, please direct your complaint to: Texas Department of Banking, 2601 North Lamar Boulevard, Austin, Texas 78705, 1-877-276-5554 (toll free), www.dob.texas.gov

If a payment issue can be traced to some deficiency or defect in the Services, Plastiq will use commercially reasonable efforts to fulfill its responsibilities as represented in this Agreement. You agree that Plastiq is not liable for any costs or difficulty arising from actions we may take in the process of investigating or rectifying a Payment issue.  Please note that Plastiq reserves the right to charge for check (cheque) images when three or more images are requested. You can see the current fees here.

You are responsible for confirming the correctness and completeness of your payment at the time of submission. If a payment issue can be traced to any incorrect or incomplete information you confirmed at the time of Payment Review, even for information which may have been pre-filled by Plastiq or a third party, you agree to hold responsibility for any resulting consequences, which may include but not be limited to an unintended Recipient accepting and retaining your payment, an issue in a Recipient accounting for your payment, or an inability to complete your payment.

At this time, Plastiq treats payments as atomic operations, which means that once a payment is processed, it must be either completed or cancelled. One consequence of this policy is that Plastiq cannot support re-issuing checks (cheques) or resending electronic disbursements for payments. If your recipient has misplaced, disposed of, or not received your payment, we can cancel it and refund your Payment Method, and you can either re-submit via Plastiq or via another channel.

40. Chargebacks

If you seek to contest a payment made through the Services, Plastiq encourages you to contact accountservices@plastiq.com to resolve this dispute.  Together Plastiq will work with the Recipient and Payor to find a solution.

In the event the dispute could not be resolved, and it is determined by Plastiq that this Agreement has been violated we may pursue any action necessary to collect on an outstanding balance due. You agree to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred by us for the collection of all amounts unpaid or otherwise payable by you.

In the event that we are required to pursue either party for the outstanding payment, you agree to assist Plastiq with any claim and if necessary assign to Plastiq any claim against the other party associated with such chargeback, clawback, or ACH return. You further agree that we may contact the other party directly to request reimbursement for any payment that has been transmitted and for which a chargeback, clawback, or ACH return has been initiated.

For Visa Business Cards, Plastiq is a Business Payment Solution Provider (“BPSP”). By continuing to use the Services, you agree to accept all risks associated with any non-performance by your Recipient. You hereby forfeit any disputes regarding insufficient or unexpected quality or untimely delivery of the goods and services provided.

41. Returned/rejected Fees

When using the Services, you understand and agree that it may take more than 60 days for Plastiq to receive notice of the return or reversal of an ACH debit and/or to exercise any rights granted or reserved under this Agreement. You agree at all times to maintain sufficient funds in your bank account(s) 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. You are responsible for maintaining an adequate balance in your Account and sufficient credit limits on your credit cards in order to avoid any overdraft, NSF or similar fees. Any and all NSFs are your sole responsibility. We reserve the right to report, suspend and/or terminate your Account for chargeback abuse. Furthermore, you authorize Plastiq to debit, if the payment is returned for any reason, a rejected/returned item fee of $30 or the maximum amount allowed by law.

42. Closing your Account

You may request the closure of your Account at any time by emailing Plastiq at plastiq-service@plastiq.com.

You will remain liable for all obligations related to your Account even after your Account is closed, including any fees or charges already due to Plastiq. You may not close your Account to evade an investigation. Plastiq also reserves the right to close your Account at any time with or without notice to you.

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 whose Processing Dates have not yet passed at the time of Account closure will be considered cancelled.

Plastiq may retain data associated with your usage of the Services in accordance with applicable regulatory and compliance obligations.

Promotions

43. Promotion Terms

From time to time, Plastiq may offer promotions (“Promotions”) which affect aspects of payment scheduling and submission which may include, but are not limited to the following:

• Altered Fee structure, schedule, or calculation
• Altered payment delivery timelines, funding methods, or notifications
• Altered card processing procedures, arrangements, or partnerships
• Altered presentation of the Plastiq user interface

Timeframes and terms of Promotions are subject to change at any time, and apply only at the time of payment submission or scheduling. Any Promotions applied based on future user engagement with Plastiq (e.g., a reduced rate for scheduling future payments) may be rescinded in the event that the User does not adhere to the terms of said future user engagement. In such a case, to the extent any portions of a rescinded Promotion have already been applied, Plastiq reserves the right to seek appropriate compensation from the user. Additionally, if a Fee amount must be calculated to determine appropriate compensation, Plastiq will apply its current Fee structure sans any discounts or promotions. If you make any changes to a Scheduled Payment that received a promotion, the promotion may be forfeited if the changes were made outside the promotional period or the terms and conditions of the offer.

If a you misrepresent yourself to us in order to qualify for a Promotion, we reserve the right to cancel any promotional award, deem you ineligible for any future Promotion, or terminate your Account. Creating multiple accounts, opening new accounts, abandoning and or closing accounts in a way to abuse a Promotion will lead to FFD forfeiture, account deletion, and/or permanent banning. Any Promotions may be terminated at any time without notice.

44. Referral Program

Plastiq offers its Users a referral program (“Referral Program”) to encourage sharing Plastiq with their contacts. For each contact who registers with Plastiq via the Referral Program and completes the terms of the Referral Program, the referrer will earn fee-free dollars (“FFD”).  Application of FFD credits may take up to one business day to appear in the appropriate User Accounts, excluding any delays caused by payment review or processing. You are prohibited from advertising and/or purchasing traffic through PPC networks (e.g. Google, Bing) to drive traffic to the Plastiq website with a user’s referral code. You are prohibited from creating similar looking website and/or landing pages in an effort to create more referrals. Posting of any referral codes on any Plastiq social media channels or paid advertisements is prohibited. Violation of this provision will be subject to account termination, forfeiture of FFD’s, or other actions.

Plastiq reserves the right to withhold any FFDs for any referrals that are potentially the result of fraud as determined by Plastiq in its sole discretion, to determine the legitimacy of the referrals. Any attempt to manipulate, falsify or inflate referrals to intentionally defraud Plastiq or any violations of the terms of this Agreement constitutes immediate grounds for Plastiq to terminate the account and will result in the forfeiture of any FFDs owed.

In order for FFD credits to be applied, any referred users must be an individual or business whose identity has never before been associated to a Plastiq User Account. Plastiq reserves the right to withhold or reverse FFD crediting, or to take further action including but not limited to closing your Plastiq Account if it suspects improper usage of the referral program. Plastiq, in its sole discretion, reserves the right to limit the number of incentive bonuses given under the Referral Program. For more information, please refer to our Referral Program.

45. Fee-free Dollars

Fee-free dollars (FFDs) are dollars that can be sent through Plastiq without any fees. They can be earned or granted in association with various actions, events, or Promotions including but not limited to our referral program (per Section 9.2) or other engagement.

If a Payment’s Principal amount is less than the total FFDs available on your Account, no Fees will apply to the Payment and any leftover credit will apply to the next Payment. If a Payment’s Principal amount is greater than the total FFDs available on your Account, then you may apply the Fees and will only be charged on the Principal amount in excess of the amount of FFDs available.

The FFD balance of an account will reset to zero 90 days after the last time they were used or earned.

Other Legal Terms

46. Consent to Electronic Disclosures

By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures (collectively “Communications”) in connection with your Services. Communication includes but is not limited to:

• This Agreement and policies such as the Terms of Service and Privacy Policy including updates to any such documents;
• Transaction related documents; and
• Any other notices, legal communications, or disclosures.

To receive this Communication electronically, and access and retain any disclosures received, you will need the following computer and software:

1. A computer or mobile device with an internet or mobile connections;
2. For desktop website-based Communication, a modern web browser that includes 256-bit encryption, such as the current version of Chrome; Internet Explorer; Mozilla Firefox, or Apple Safari;
3. For application-based Communication, a recent device operating system that supports text messaging, downloading, and Plastiq application;
4. Access to your primary email address registered with Plastiq; and
5. Sufficient storage space to save past Communications or an installed printer to permit them.

By giving your consent, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Account at a later date.

You may withdraw your consent to receive most electronic communications from Plastiq by emailing us at plastiq-service@plastiq.com or following the unsubscribe procedure contained in any electronic communication you receive from us. However, if you withdraw your consent, you may no longer be eligible to use certain portions of the Services. Withdrawing your consent will not affect the completion of pending Payments or the validity of completed Payments.

If you wish to update your contact information at any time, log in to Plastiq and click on “Account Settings”.

47. Communications

Telephone. By providing your phone number to Plastiq, you agree to receive periodic calls and recurring business-related communications. Such communication includes informational calls and text messages from Plastiq at any of the contact information provided to us in connection with your Plastiq Account. We may place these calls or texts for any purpose consistent with this Agreement or our Privacy Policy, including to provide multi-factor authentication or a one-time password, notify you regarding your Account, help you with your Plastiq Account, or resolve a dispute. Standard rates and text charge may apply. Additional promotional or marketing messages may be sent, but only after you provide additional express written consent to receive 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, the called party authorizes the person making or allowing the placement of a telephonic sales call to deliver or cause to be delivered a telephonic sales call to the called party 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 contact information provided to us in connection with your Plastiq 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 email address and phone number of parties you pay and/or request payments from via the Services, you are granting Plastiq implied consent to send business-related communications, including marketing and product updates. 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 members located in Canada is not interpreted by the Company as explicit consent to receive messages beyond the two-year period permitted with implied consent.

48. Pre-Release Technology

From time to time, Plastiq may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features or Services that are in development and not yet available to all Users (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Plastiq will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Plastiq’s Confidential Information (as defined below) and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Plastiq’s prior written consent. Plastiq makes no representations or warranties that the Beta Services will function. Plastiq may discontinue the Beta Services at any time in its sole discretion. Plastiq will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Plastiq may change or not release a final or commercial version of a Beta Service in our sole discretion.

49. Confidentiality

You acknowledge that any oral or written information including but not limited to technical specifications; ideas, concepts, models, strategies, source code, object code; or service design;  exchanged between the Parties in connection with the preparation and performance this Agreement or Services are regarded as confidential information (“Confidential Information”). You shall maintain confidentiality of all such confidential information, and without obtaining the written consent of Plastiq, You shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is in the public domain (other than through your unauthorized disclosure); or (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations or orders of the court or other government authorities. Disclosure of any confidential information by the staff members or agencies hired by You shall be deemed disclosure of such confidential information by You, and You shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

50. Publicity

Neither Party shall refer to the identity of the other Party in promotional material, publications or other forms of publicity relating to Plastiq’s Service unless the prior written consent of the other Party has been obtained; provided, however, that Plastiq may use Your name and logo for the limited purpose of identifying You as a User of Plastiq on Plastiq’s websites, and in other marketing materials distributed by Plastiq (which may include emails and other web and print materials).

Further, You agrees to participate in additional mutually agreed upon marketing and promotional materials, including a joint press release, case study, video and/or quotes as reasonably requested by Plastiq, with Your consent to such use not to be unreasonably withheld.

51. 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 and/or Services, you may elect to submit feedback, suggestions and/or other comments regarding the Website and/or the Services (collectively, the “Feedback”). Plastiq may, in its sole discretion, decide to incorporate some or all of this Feedback into the Website and/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.

52. Limitation of Liability

IN NO EVENT SHALL PLASTIQ, AND ITS AFFILIATES (AND THOSE THAT PLASTIQ WORKS WITH TO PROVIDE THE SERVICES) (COLLECTIVELY, “PLASTIQ PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, OUR WEBSITE, OUR SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). THE TOTAL LIABILITY OF THE PLASTIQ PARTIES (IN AGGREGATE) TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES ACTUALLY INCURRED IN THE SIX (6) MONTHS PRIOR TO THE DATE UPON WHICH THE APPLICABLE CAUSE OF ACTION AROSE. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. In such case, the liability of the Plastiq Parties shall be limited to the greatest extent permitted under applicable law.

53. Disclaimer of Warranties

THE PLASTIQ PARTIES PROVIDE OUR SERVICES ON AN “AS IS” AND “AS AVAILABLE” AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  THE PLASTIQ PARTIES ARE NOT RESPONSIBLE FOR YOUR OR PLASTIQ’S FAILURE TO PERFORM OBLIGATIONS UNDER THE AGREEMENT AND DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU, PLASTIQ, OR ANY THIRD PARTY.

Plastiq does not have any control over the products or services that are paid for using the Services and Plastiq cannot ensure that a Recipient you are dealing with will actually complete the transaction or is authorized to do so. Plastiq does not guarantee continuous, uninterrupted or secure access to any part of our Service, and operation of our site may be interfered with by numerous factors outside of our control. Plastiq will make reasonable efforts to ensure that requests for electronic debits and credits involving credit cards are processed in a timely manner but Plastiq makes no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of our control, such as delays in the banking system. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary depending on the jurisdiction in which you are resident.

54. Indemnification

You agree to indemnify, defend, and hold harmless Plastiq, its affiliates, and their respective directors, officers, employees, and agents from any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, by any third party 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 gross negligence or willful misconduct; and (f) any other party’s access to and/or use of the Services using your account and password.

General

55. Use of the Service

Subject to your compliance with the agreement, we grant you a non-assignable, non-transferrable, non-sublicensable, revocable non-exclusive license to use the software for the sole purpose of enabling you to use the Services in the manner permitted by this Agreement

The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit your Account or any portion of the Services, Website, or Mobile App (“Company’s Property”) made available to you; (b) you shall not frame or utilize framing techniques to enclose any trademark or copyright material; (c) you shall not use any metatags or other “hidden text” using Plastiq’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Company’s Property except to the extent the forgoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download date from any web pages contained in the Company’s Property; (f) you shall not access the Company’s Property in order to build a similar or competitive website, application, or service; (g) you shall not remove or destroy any copyright notices on other proprietary markings contained on or in the Company’s Property.

56. 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. The sections within the headers listed below and all other terms which by their nature should survive, will survive the termination of this Agreement: Other Legal Terms, and General. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

57. Intellectual Property

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. 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 this Website and Mobile App are copyrighted and protect by United States and international copyright laws and treaty provisions. You may access, download and print material on this Website solely for our 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 Service 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.

58. 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.

59. Arbitration; Class Action Wavier

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 the sole and exclusive forum and remedy for resolution of a Claim be final and 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, and/or the activities or relationships that involve, lead to, or result from this Agreement, 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 of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or 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 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, including public 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.

WAIVER OF RIGHT TO LITIGATE. Unless you timely provide Plastiq with an Arbitration Opt-out Notice, YOU ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.

NO CLASS ACTIONS. NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. 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. Each party 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.

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.

Survival and Severability. This Arbitration Provision shall survive the termination of this Agreement. If any portion of this Arbitration Provision is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings 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.

Plastiq affiliates are third-party beneficiaries. Affiliates of Plastiq are not parties to this Arbitration Agreement but are third-party beneficiaries of your agreement with Plastiq to resolve disputes through informal negotiation and arbitration.

60. Governing Law and Jurisdiction

In the United States, this Agreement, the Website, the Services, and the relationship formed between the parties as a result of this Agreement are governed and construed in accordance with the laws of the State of California, without giving effect to its choice of law provisions. Further, You agree to submit to the personal and exclusive jurisdiction and venue in the state and federal courts sitting in the City and County of San Francisco, California, for any and all disputes, claims, and actions arising from or in connection this Agreement, the Website, the Services, and the relationship formed between the parties as a result of this Agreement.

In Canada, this Agreement, the Website, the Services, and the relationship formed between the parties as a result of this Agreement are governed by the laws of British Columbia.

61. Release of Plastiq

If you have a dispute with one or more Recipients or other third parties, you release Plastiq (and our officers, directors, agents, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

62. Force Majeure

Plastiq shall not be liable for any issues or delayed performance caused by circumstances beyond Plastiq’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, service provider failures or delays.

63. System Availability

Plastiq will use commercially reasonable efforts to make the Services available at all times except for: (a) planned downtime for routine maintenance or system updates, or (b) any unavailability due to Force Majeure. Plastiq will attempt to notify you in advance of any planned downtime.

64. 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.

65. Severability

If any provision of this Agreement is held to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

66. No Waiver

If Plastiq fails or delays in exercising any right, power or remedy or to take action against any breaches of this Agreement, it does not mean that it waives its right at a later time to enforce the same.

67. 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.