Tipalti Cards Schedule

Last Modified: 14 October 2025

This schedule (“Cards Schedule”) describes the additional terms and conditions applicable to Customers who use the Cards Service and is incorporated into and forms part of the Tipalti Services Agreement for such Customers, which together with any other applicable agreements located at www.tipalti.com/legal forms the Agreement. If in conflict with any other part of the Agreement, this Cards Schedule will prevail as it relates to the Cards Service. Capitalized terms not defined herein have the meaning ascribed to them in the Tipalti Services Agreement. 

1. Cards Service. 
   
   1.1 Provision of Service. (a) Participants.  The Cards Service provided by Tipalti under the Tipalti Services Agreement, as supplemented by this Cards Schedule, is a “Service”. Tipalti has engaged the Program Manager to support Tipalti with the ongoing implementation and management of the Cards Service, and through that relationship selected the Issuer to issue Customer one or more Cards. Any payments made by Customer to a merchant through the use of Cards are enabled by the Issuer and the Program Manager through the Cards Service. The Cards Service may also involve Tipalti carrying on certain regulated Payments Services in accordance with Applicable Law.  Tipalti may change Program Managers at any time at its discretion. For the purposes of the Cards Service, the defined term “Supplier” includes a merchant who accepts a Card.
   
   (b) Application of Issuer Terms. By agreeing to this Cards Schedule, Customer hereby agrees to the Issuer Terms between the Issuer and the Customer and set forth in this Cards Schedule. Cards are issued directly to Customer by the Issuer, and not by Tipalti. Tipalti may be referred to as a platform provider or otherwise as a software provider enabling the Cards issued by the Issuer. Tipalti or the Program Manager may determine which Issuers are eligible to provide cards under the Cards Service. Tipalti’s provision of the Cards Service is subject to Customer’s continued acceptance of and compliance with the Issuer Terms. The Issuer may modify the Issuer Terms in accordance with the Issuer Terms and Applicable Law, and Customer’s continued use of the Cards Service thereafter will constitute acceptance of any changes.
   
   1.3 Use of Information. To the extent permitted by Applicable Law, Tipalti may share Customer and Card User information and information received from Customer regarding the Supplier, including personal information, amongst its affiliates, with Issuer, Program Manager, and other third-party providers to: (1) determine Customer’s eligibility to receive Cards and related services; (2) administer the issuing programs and related services; (3) mitigate fraud, financial loss, or other harm to Tipalti, Customer, Card Users, Issuer, Program Manager, and Tipalti’s other third-party providers; (4) analyze, develop, and improve products, systems, and tools, provided that the information is anonymized or aggregated and does not expressly identify Customer or a Card User; and (5) to fulfill obligations to regulatory authorities, Card Networks, Program Managers, and Issuers, and as otherwise required by Applicable Law. Tipalti may disclose to and permit its third-party providers to use Customer and Card User information in accordance with their respective privacy policies.
   
   1.4 Cards. Tipalti may permit the use of physical or virtual Cards. Each Card remains the property of the Issuer and Customer shall return or destroy any Card upon request of Tipalti, Program Manager, or Issuer. If permitted by Tipalti, physical Cards may be ordered through the Cards Service at the sole cost and expense of Customer and will be delivered in accordance with the Program Manager Terms. Notwithstanding anything to the contrary, Cards cannot be customized or designed without the prior written approval of Tipalti.
   
2. Use of Cards
   
   2.1 Restrictions. Customer shall only use a Card if it is a commercial enterprise, and for its own bona fide business purchases and for valid and lawful purposes. Customer shall comply with all Applicable Laws, including the Card Network Rules. Customer shall not use a Card for personal, family or household purposes. Each of Tipalti, Issuer, or Program Manager may (1) cancel, revoke, repossess, restrict, or suspend the use of any Card at any time for security reasons, in the event of suspected unauthorized or fraudulent use, or pursuant to the Issuer Terms, Applicable Law, or other legal obligations, (2) decline to authorize or reverse Card Transactions due to violation of the Agreement or suspected fraud, or otherwise pursuant to the Issuer Terms, Applicable Law or other legal obligations, and (3) decline to authorize Card Transactions at or for Suppliers who are characterized by a Card Network or Tipalti as prohibited, or otherwise pursuant to the Issuer Terms, Applicable Law, or other legal obligations. Where a Card Transaction is refused, Tipalti will notify Customer of (1) the refusal, (2) if possible, the reasons for such refusal, and (3) where it is possible to provide reasons for the refusal and those reasons relate to factual matters, the procedure for rectifying any factual errors that led to the refusal. Tipalti is not responsible for losses resulting from declined or reversed Card Transactions. Suppliers determine whether they accept Cards, and Tipalti is not responsible and will have no liability if a Supplier refuses to honor a Card or accept a Card Transaction. Customer shall not permit the use of the Cards or the Cards Service in or for the benefit of any country, organization, entity, or person embargoed or blocked by any government, including by any reason of their inclusion on any sanctions lists or other governmental restrictions lists.
   
   2.2 Spending Limits. Customer shall not make or attempt to make Card Transactions that alone or in the aggregate exceed the Spending Limit. Tipalti has no obligation to, and may automatically decline to, process or authorize any Transactions that exceed the Spending Limit and Tipalti will have no liability for any failure to authorize such Transactions. Within the Spending Limit, Customer may also impose its own spending limits on a per-Card basis through the Cards Service. At any time, Tipalti, Program Manager, or Issuer may impose different Spending Limits on the use of one or more Cards.
   
   2.3 Account Holds. When Customer uses a Card to initiate a Card Transaction at a Supplier where the amount of the final Card Transaction is unknown at the time of authorization, Tipalti may place a hold on the funds available in the Tipalti Account, and if applicable, the Spending Limit, for an amount equal to or in excess of the final Card Transaction amount. The amount of the hold will reduce the then-applicable Spending Limit or available Tipalti Account balance until the hold is released.
   
   2.4 Security. Customer is exclusively responsible for securing its Cards, account numbers, and Card security features (including the PAN, CVV and PIN, as the case may be). Customer shall secure Cards and all related information in their possession or control. When stored or processed digitally, Customer must use appropriate organizational and technical measures to secure the Cards and all related information in its possession or control, including through industry-standard encryption. Customer must monitor suspicious and unauthorized activities and fraud on each Card and report any suspected unauthorized or fraudulent activity promptly to Tipalti. Customer represents and warrants at all times during the Agreement that to the extent it and its service providers store, access, or transmit Card information, it and its service providers will comply with the PCI-DSS and Payment Application Data Security Standard (PA-DSS), including successor standards (if any).
   
3. Payments
   
   3.1 Amounts Due. In accordance with the Issuer Terms, Customer is responsible for and shall pay for all Card Transactions on each Card and all fees, penalties, finance charges, and other amounts incurred by using a Card or imposed by the Issuer, Program Manager, the Card Network, or a Supplier (“Amounts Due”). Customer shall pay the Amounts Due, regardless of how they were incurred, for what they were incurred (including if they were incurred for a purpose not permitted under this Cards Schedule), or the person that incurred them. If at any time Customer fails to pay the Amounts Due, and Tipalti determines it is in its best interests to pay such Amounts Due on behalf of Customer, then Customer shall pay the Amounts Due to Tipalti and not the Issuer; provided, that, nothing within this Section 3.1 shall comprise or be construed as any undertaking by Tipalti to provide credit or any other form of drawable lending facility to Customer.
   
   3.2 Concurrent Payment. When Customer uses a Card to make a payment to a merchant and this payment is authorized by the Issuer, Customer is thereby deemed to have submitted a payment instruction or payment order to Tipalti within the meaning of Applicable Law (“Payment Order”) to pay the Issuer for that Card Transaction. For each Payment Order, Tipalti will debit from the Customer’s Tipalti Account the corresponding amount of funds to enable the Issuer to proceed to settle the payment with the Supplier. Once the Issuer has received or can access funds from Tipalti necessary for the Card Transaction, Tipalti is relieved of its obligations to Customer with respect to that Payment Order, subject to Applicable Law. Settlement of each Card Transaction is between the Issuer and the Supplier, and Tipalti does not have any control of or liability for that settlement.
   
   3.3 Additional Rights. If Customer does not pay the Amounts Due as required by this Cards Schedule, Tipalti may (1) set off, debit, or collect the Amounts Due, in whole or in part, from the funds in any Tipalti Account held by Customer either individually or jointly with a third party, and/or (2) suspend any Services in whole or in part. Tipalti may exercise this right against Customer or any of its respective successors or assigns, or any assignees for the benefit of Customer’s creditors, trustees, or receivers of Customer’s assets. This right exists even if Tipalti does not exercise it prior to the making, filing, or issuance of an arbitration demand, court order, or other action. Tipalti is not liable for the failure of any subsequent Services for lack of available funds in the Tipalti Account after collecting Amounts Due. Any failure by Customer to pay the full Amounts Due when required is a material breach of this Cards Schedule and the Agreement. Customer is responsible for all costs or expenses that Tipalti or its service providers incur in the process of collecting Amounts Due that are not timely paid, including legal or collections fees, and Customer is responsible for paying interest on such amounts at up to the maximum rate permitted under Applicable Law, to the extent Tipalti decides to charge such interest.
   
   3.4 Rejected or Reversed Card Transactions; Under capture; Over capture. If a Card Transaction is rejected, reversed, or the sum initially authorized for a Card Transaction exceeds the corresponding Amounts Due, Tipalti will credit any paid excess Amounts Due to, or the debit the difference between the sum finally due and the related Amounts Due paid by Customer (as applicable) from, the Customer’s Tipalti Account, without undue delay, following notification of such rejection, reversal, or under settlement from the Issuer or Program Manager.  In certain circumstances, the Amounts Due to a Supplier may exceed the amount of the Card Transaction initially authorized by Customer, and in such circumstances, Customer shall pay the excess amount.
   
4. Disputed Transactions
   4.1 If Customer disputes any Card Transaction, it must contact the applicable Supplier to resolve the dispute. Customer will not receive cash refunds for Card Transactions. If a Supplier gives Customer a credit for merchandise returns or adjustments, the Supplier may do so by processing a credit adjustment, which Tipalti will credit to the available funds in Customer’s Tipalti Account, or, in Tipalti’s discretion, to the Amounts Due.
   
5. Lost or Stolen Cards, Incorrectly Executed Card Transactions, Unauthorized Card Transactions and Fraud
   
   5.1 Customer shall implement reasonable measures to (1) prevent Cards from being lost, stolen or misappropriated; and (2) prevent and/or detect incorrectly executed Card Transactions, unauthorized Card Transactions, and fraud; and (3) minimize losses as a consequence of fraud.
   
   5.2 If a Card has been lost or stolen, or if an incorrectly executed Card Transaction, an unauthorized Card Transaction and/or fraud has occurred, Customer shall, without delay (1) “lock” the Card within the Card Service, (2) report the incident to Tipalti and the Issuer as specified in the Issuer Terms, providing all evidence available or as requested by Tipalti or the Issuer.
   
   5.3 Subject to Applicable Law, Customer remains responsible for all Card Transactions on a Card up until the point that Tipalti confirms that the Card is placed in a lost, stolen, or inactive status. The Issuer, and not Tipalti, is ultimately responsible for addressing unauthorized or incorrect Card Transactions in accordance with the Issuer Terms. Customer shall retain, verify, and reconcile its Card Transactions and receipts.
   
6. Indemnity
   
   6.1 Customer shall indemnify, defend, and hold Tipalti, its Affiliates, and the directors, employees and agents of each (the “Tipalti Parties”) harmless from and against all damages, liabilities, costs, expenses (including reasonable legal fees), penalties, fines, and other amounts paid or incurred by the Tipalti Parties resulting from any claim, allegation, suit, demand, action, investigation or proceeding brought by a third party arising out of (1) any breach of any of Customer’s representations, warranties, or obligations under this Cards Schedule; (2) Customer’s use of the Cards Service in violation of Applicable Law, Customer’s agreements with Suppliers, or the Card Network Rules; or (3) Customer’s gross negligence, willful misconduct, or fraud.
   
7. Warranty and Disclaimer
   
   7.1 THE CARDS SERVICE HEREUNDER IS PROVIDED “AS-IS” WITHOUT ANY WARRANTY. TIPALTI HAS NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE CARDS SERVICE, CUSTOMER’S USE OF THE CARDS, OR ANY ACTIONS OR OMISSIONS OF THE PROGRAM MANAGER OR ISSUER UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE TIPALTI’S AGGREGATE LIABILITY RELATED TO THIS CARDS SCHEDULE WILL NOT EXCEED $1,000.00 USD (UNLESS SUCH LIMITATION IS NOT PERMISSIBLE UNDER APPLICABLE LAW). WITHOUT LIMITING THE FOREGOING, TIPALTI AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (1) CUSTOMER’S USE OF THE CARDS OR CARDS SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, (2) CUSTOMER’S USE OF THE CARDS OR CARDS SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR, AND (3) USAGE DATA PROVIDED WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION OF THE TIPALTI SERVICES AGREEMENT, AND EXCEPT AS PROHIBITED BY APPLICABLE LAW, CUSTOMER IS RESPONSIBLE UNDER THIS CARDS SCHEDULE TO TIPALTI AND ITS AFFILIATES FOR ANY AND ALL DAMAGES ARISING OUT OF ANY USE OF THE CARDS SERVICE AND CARDS ISSUED TO CUSTOMER, ANY BREACH BY CUSTOMER OF THIS CARDS SCHEDULE, AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER. TIPALTI SHALL HAVE NO LIABILITY FOR OR RELATING TO THE COMMERCIAL TRANSACTION BETWEEN CUSTOMER AND SUPPLIER THAT GIVES RISE TO A CARD TRANSACTION AND CUSTOMER SHALL ASSUME ALL RESPONSIBILITIES WITH RESPECT THERETO.
   
8. Termination and Updates
   
   8.1 Term and Termination. This Cards Schedule applies to Customer for as long as Customer has access to the Cards Service. Either party may terminate this Cards Schedule at any time by providing written notice of termination to the other party. Termination of this Cards Schedule will not terminate the Tipalti Services Agreement, or any Order Form, to the extent they apply to Services that are not Cards Services. Termination of the Tipalti Services Agreement, of all applicable Issuer Terms, or of all Order Forms that deliver access to Tipalti’s Payment Services, will also terminate this Cards Schedule.
   
   8.2 Effect of Termination or Suspension. If this Cards Schedule is terminated or Tipalti suspends access to the Cards Service or any Card, Tipalti may (1) declare any amounts Customer owes to Tipalti or Issuer immediately due and payable; (2) refuse to authorize any Card Transactions; (3) reverse any pending Card Transactions; and (4) take any other action Tipalti deems necessary or advisable in accordance with Applicable Law. After any suspension, Tipalti may condition reactivation on Customer’s payment of any Amounts Due.
   
   8.4 Updates. Tipalti may revise this Cards Schedule, including the applicable fees and rebates, at any time in accordance with the Agreement. In addition, and except for changes to the Issuer Terms or Program Manager Terms, if the revised version includes a Substantial Change, Tipalti will provide Customer with 30 calendar days’ prior notice of the Substantial Change, and Tipalti will consider Customer to have consented to such revisions and will rely on that consent if Tipalti does not receive notice from Customer objecting to and terminating the Cards Schedule before the time specified for the changes to come into effect.
   
9. General
   
   9.1 Assignment. Customer shall not transfer, sell, or assign its access to the Cards Service, its Cards, the Program Manager Terms, the Issuer Terms, or any other rights or obligations under this Cards Schedule without Tipalti’s and Issuer’s prior written consent. Any assignment in violation of the foregoing will be null and void from the beginning.
   
   9.2 Notices. Tipalti, Issuer, or Program Manager may send notices to Customer through the Tipalti Services, or to the email address(es) or phone numbers maintained within the Tipalti Services or provided to Tipalti, Issuer, or Program Manager.
   
10. US Customer Card Terms
    
    10.1 Application of this Section. This section 10 only applies to Customers who are domiciled in the United States.
    
    10.2 Program Manager. By agreeing to this Cards Schedule, Customer agrees to and shall comply with the Program Manager Terms. Tipalti’s provision of the Cards Service is subject to Customer’s continued acceptance of and compliance with the Program Manager Terms. The Program Manager may modify the Program Manager Terms at any time, and Customer’s continued use of the Cards Service thereafter will constitute acceptance of any changes.
    
    10.3 Required Information. The Cards Service is only available to Customers organized and registered in the United States. To help the government fight the funding of terrorism and money laundering activities, federal law requires Tipalti, Issuer, and Program Manager to obtain, verify, and record information that identifies Customer and its Card User when a Card is issued. Customer shall provide each Card User’s name and email address, Customer’s street address, and other reasonably requested information to allow identification of Customer and its Card Users. Customer shall provide and maintain at all times accurate Card User information. Customer represents and warrants that it is a United States entity, citizen, or permanent resident of at least 18 years of age (or older if residing in a state where the majority age is older) and that it and each individual Card User is not subject to a U.S. Office of Foreign Asset Control list, or any law, regulation, or other list of any government agency that prohibits or limits Tipalti, Issuer, Program Manager, or any Tipalti third-party providers from providing Cards to or from otherwise conducting business with Customer or its Card Users. Customer shall not permit any individual to use the Cards Service who is or becomes subject to a U.S. Office of Foreign Asset Control list, or any law, regulation, or other list of any government agency that prohibits or limits Tipalti, Issuer, Program Manager, or any Tipalti third-party providers from providing Cards to or from otherwise conducting business with Customer or its Card Users.
    
    10.4 Use of Information. Tipalti may disclose to and permit its third-party providers to use Customer and Card User information in accordance with their respective privacy policies, including to Program Manager in accordance with the Program Manager Privacy Policy and the Program Manager Terms, and to Issuer in accordance with the Issuer Privacy Policy and the Issuer Terms.
    
    10.5 Physical Cards. The risk of loss of physical Cards during transit passes to Customer once shipped.
    
    10.6 Receipt Date of Payment Orders. Tipalti may debit the Tipalti Account after the receipt of a Payment Order, which will be the time and date each Card Transaction is authorized.
    
    10.7 Periodic Payment. Customer may apply to be considered for periodic payments. If Tipalti permits Customer to pay for Card Transactions on a periodic basis, it will notify Customer in writing of such payment period and any related conditions of approval, including that Tipalti may require Customer to maintain a minimum balance in the Tipalti Account. Thereafter, notwithstanding the payment obligations in section 3.2 of this Cards Schedule, Customer shall pay Tipalti the Amounts Due no later than five days after the end of the payment period in which they were incurred unless a different payment timeframe is specified by Tipalti. Customer hereby authorizes Tipalti to process an ACH Debit for all Amounts Due at the end of each payment period, or at any time if the Amounts Due exceeds a threshold amount agreed between the parties (each such date is an “ACH Payment Date”). If Tipalti is unable to process the ACH Debit for any reason, Customer shall make payment to Tipalti for all Amounts Due within five business days of the applicable ACH Payment Date.
    
    10.8 ACH Debit. Tipalti may process the ACH Debit from any bank account owned or controlled by Customer and used to fund the Tipalti Account, or another account specified by Customer in writing (each a “Connected Account”), whether or not it is currently the primary account used to fund the Tipalti Account. Customer shall provide Tipalti with the details of its Connected Account and permit a $0.01 non-refundable debit transaction for verification purposes before any periodic payment Card Transactions are permitted. Any partial payment is not a waiver of Tipalti’s rights and will not satisfy Customer’s obligation to pay all Amounts Due. Customer shall maintain at least the Spending Limit in available cash in the Connected Account(s). If an ACH Debit is returned to Customer for any reason, Customer remains liable for all Amounts Due and any associated penalties and fees. Customer authorizes Tipalti to resubmit a returned ACH Debit. Customer shall comply with the NACHA Operating Rules when making payments through ACH Debit. In addition to the authorization in section 10.7, Customer also authorizes Tipalti to debit Connected Accounts for Amounts Due immediately, on any date (including before the due date), and without additional notice where Tipalti determines, in its sole discretion, that (1) the total aggregate balance of Connected Accounts linked to Customer’s Tipalti Account is less than the balance minimums required by Tipalti’s underwriting criteria, (2) Customer does not satisfy one or more of Tipalti’s other underwriting or credit requirements, or (3) Customer or the Amounts Due pose or may pose an unacceptable risk to Tipalti, its successors or assigns, its third party service providers, or Issuers.
    
    10.9 Cashback. Insofar as separately agreed or notified, Tipalti shall provide Customer with a cashback reward that will not exceed a percentage specified on the Order Form or otherwise communicated to Customer. The cashback reward may vary based on the interchange available from each Card Transaction. These cashback rewards apply only to settled Card Transactions that are made in accordance with this Cards Schedule and are not charged back, refunded, or otherwise reversed each month. Tipalti reserves the right to set off from any rewards any costs, fees, or liabilities associated with or incurred through Customer’s use of the Cards including, without limitation, Amounts Due. Tipalti may determine in its sole discretion whether to enforce or modify any related conditions or requirements to receive any cashback reward.
    
11. UK Customer Card Terms
    
    11.1 Application of this Section. This section 11 only applies to Customers who are domiciled in the United Kingdom.
    
    11.2 Required Information. The Cards Service is only available to Customers organized and registered in the United Kingdom. Anti-money laundering practices require Tipalti, Issuer, and Program Manager to obtain, verify, and record information that identifies Customer and its Card User prior to issuing a Card. Customer shall provide all information and documentation required by Tipalti to verify the identity of Customer and its Card Users and shall cooperate with all customer due diligence and KYC procedures as required by law, the Issuer, and Tipalti’s policies. Customer shall provide and always maintain accurate Card User information. Customer shall notify Tipalti of any changes to Customer or Card User information. Customer represents and warrants that it is an entity organized in the United Kingdom and that it and each individual Card User is not subject to any law, regulation, or other list of any government agency that prohibits or limits Tipalti, Issuer, Program Manager, or any Tipalti third-party providers from providing Cards to or from otherwise conducting business with Customer or its Card Users. Customer shall not permit any individual to use the Cards Service who is or becomes subject to any law, regulation, or other list of any government agency that prohibits or limits Tipalti, Issuer, Program Manager, or any Tipalti third-party providers from providing Cards to or from otherwise conducting business with Customer or its Card Users.
    
    11.3 Use of Information. Tipalti may disclose to and permit its third-party providers to use Customer and Card User information in accordance with their respective privacy policies, including to Issuer in accordance with the Issuer Privacy Policy, and the Issuer Terms.
    
    11.4 Receipt Date of Payment Orders. Tipalti may debit the Tipalti Account after the receipt of a Payment Order, which will be the time and date each Card Transaction is authorized. If the date of receipt of a Payment Order does not fall on a Business Day (within the meaning of the UK Services Schedule), the date of receipt shall be deemed to be the next following Business Day.
    
    11.5 Cashback. Insofar as separately agreed or notified, Tipalti shall provide Customer with a cashback reward that will not exceed a percentage specified on the Order Form or otherwise communicated to Customer. The cashback reward may vary based on the interchange available from each Card Transaction. These cashback rewards apply only to settled Card Transactions that are made in accordance with this Cards Schedule and are not charged back, refunded, or otherwise reversed each month, and that are not cross-border or FX Card Transactions. Tipalti reserves the right to set off from any rewards any costs, fees, or liabilities associated with or incurred through Customer’s use of the Cards including, without limitation, Amounts Due. Tipalti may determine in its sole discretion whether to enforce or modify any related conditions or requirements to receive any cashback reward.
    
12. Definitions

The definitions of “Issuer”, “Issuer Terms”, “Issuer Privacy Policy”, “Program Manager”, “Program Manager Terms”, and “Program Manager Privacy Policy” are set forth in the table below according to the Customer’s domicile.

Table 12.1

“Card” means a card issued by Issuer to Customer, whether physical, virtual, tokenized, or otherwise.

“Card Network” means the payments card network operated by Visa U.S.A., Inc. and/or Visa International and/or MasterCard International Incorporated.

“Card Network Rules” means any rules, terms, or conditions of the Card Network with respect to the issuance or acceptance of Cards, as amended, updated, or replaced from time to time, in any jurisdiction. Visa rules in the US are currently available here https://usa.visa.com/dam/VCOM/download/about-visa/visa-rules-public.pdf and MasterCard rules in the US are currently available here https://www.mastercard.us/en-us/about-mastercard/what-we-do/rules.html.

“Cards Service” means the Tipalti software, user interface, and related services made available hereunder by Tipalti for the purposes of enabling Cards to be issued to Customer.

“Card Transaction” means an actual or attempted payment Transaction using a Card.

“Card User” means Customer’s employee, agent, or any other individual who is authorized by or on behalf of Customer to use a Card.

“Issuer” means the applicable bank that issues Cards to Customer, as determined solely by Tipalti, the Program Manager, and/or Tipalti’s third-party providers from time to time. Each Issuer is listed in table 12.1.

“Issuer Privacy Policy” means the privacy policy of the applicable Issuer linked in table 12.1, as amended from time to time by the Issuer.

“Issuer Terms” means the terms and conditions between the Customer and the applicable Issuer, as linked in table 12.1, as amended from time to time by the Issuer.

“Program Manager” means one or more entities that facilitate the issuance of Cards for an Issuer, and work with Tipalti to permit Tipalti to provide the Cards through the Cards Service from time to time. Each Program Manager is listed in table 12.1.

“Program Manager Terms” means the terms and conditions set out by the Program Manager related to the management of the Cards program, or which the Program Manager may otherwise require Customers or Card Users to enter into for the purposes of using or managing Cards. The applicable Program Manager Terms are linked in table 12.1, as amended from time to time by the Program Manager.

“Spending Limit” means the spending limit imposed by Tipalti within the Cards Service, typically capped at the funds available in Customer’s Tipalti Account, unless Tipalti has provided separate written notice of a different limit.