This schedule (“Cards Schedule”) describes the additional terms and conditions applicable to Customers who use the Cards Service, and is hereby incorporated into and made a part of the Tipalti Services Agreement for such Customers. If in conflict with any other part of the Agreement, this Cards Schedule will control as it relates to the Cards Service. Capitalized terms not defined herein have the meaning ascribed to them in the TSA.

1. Cards Service.

1.1. Provision of Cards. Tipalti may allow Customer to pay its Suppliers using a Card requested through the Payment Services and authorized for use by Tipalti. Tipalti may work with one or more Issuers and third-party providers to issue Cards. Under the TSA as supplemented by these Cards Schedule, the Cards Service provided hereunder is a “Payment Service”, and the defined term “Supplier” includes a merchant that accepts a Card. All Cards Services are provided by Tipalti Inc.

1.2. Required Information. To help the government fight the funding of terrorism and money laundering activities, federal law requires Tipalti and its third-party providers 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 Tipalti or its third-party providers to identify 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, or 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 or its 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 or its third-party providers from providing Cards to or from otherwise conducting business with Customer or its Card Users.

1.3. Use of Information. Tipalti may share Card User information and information received from Customer regarding the Supplier amongst its affiliates, and with its third-party providers to: (a) provide Cards to Card Users; (b) mitigate fraud, financial loss, or other harm to Tipalti, Customer, Card Users, and Tipalti’s third party providers; (c) analyze, develop, and improve products, systems, and tools, provided that the information is aggregated and does not expressly identify Customer or a Card User, and (d) to fulfill obligations to regulatory authorities, Card Networks, and Issuers, and as otherwise required by applicable law. Tipalti’s third-party providers may use Card User information in accordance with their respective privacy policies, including those located at: Stripe Privacy Policy, Sutton Bank Privacy Policy, Celtic Bank Privacy Policy, all of which are incorporated into these Cards Schedule by reference.

2. Use of Cards

2.1. Restrictions. Customer shall only use a Card for its own bona fide business purchases and for valid and lawful purposes. Customer shall comply with all applicable laws and regulations, including the Rules. Customer shall not use a Card for personal, family or household purposes. Each Card remains the property of the Issuer and must be returned or destroyed upon request. Tipalti or its third-party providers may cancel, revoke, repossess or restrict the use of any Card at any time. Tipalti may decline to authorize or reverse Card Transactions or suspend a Card for any reason or no reason including but not limited to violation of this Agreement or suspected fraud. Tipalti or its third-party providers may also decline to authorize Card Transactions at or for Suppliers that are characterized by a Card Network or Tipalti as prohibited. 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 U.S. Office of Foreign Asset Control or other governmental authority lists.

2.2. Spending Limits. Customer shall not make or attempt to make Card Transactions that alone or in the aggregate exceed the greater of (1) the funds available in its Tipalti Account, or (2) with the written approval of Tipalti, a spending limit imposed by Tipalti within the Payment Services (“Spending Limit”). Tipalti has no obligation to process or authorize any Transactions that exceed the Spending Limit and will have no liability for any failure to do so. Within the Spending Limit, Customer may also impose its own spending limits on a per-Card basis through the Payment Services. At any time, Tipalti or its third-party providers 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 Suppliers 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, or 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 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).

3. Payments and Rebates

3.1. Amounts Due. Customer is responsible for all Card Transactions on each Card and all fees, penalties, and other amounts incurred by using the Card or imposed by the Issuer, the Card Network, or the Supplier (“Amounts Due”). Amounts Due may include but are not limited to currency conversion fees and cross-border fees. 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 these Cards Schedule), or the person that incurred them. Customer states that once a Card Transaction is authorized, (1) Customer deems that authorization to be an instruction to Tipalti to provide that amount to the Issuer, (2) Customer has incurred the charge and has fully satisfied its payment obligation to the Supplier. Once the Issuer has received or can access funds necessary for the Card Transaction, Tipalti is relieved of its obligations to Customer with respect thereto. Settlement of each Card Transaction is between the Supplier’s acquiring bank and the Supplier, for which neither Tipalti nor Issuer have any liability.

3.2. Concurrent Payment. Unless otherwise permitted by Tipalti in accordance with section 3.3, Customer deems each Card Transaction authorized by the Issuer to be an instruction to Tipalti to debit the Amounts Due from Customer’s Tipalti Account to pay Tipalti. Tipalti may debit the Tipalti Account for each Card Transaction at any time after the Card Transaction is authorized.

3.3. 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 thereafter, and Customer shall pay Tipalti the Amounts Due no later than five days after the end of the month they were incurred unless a different payment period is specified on a statement provided 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 exceed 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 (5) business days of the applicable ACH Payment Date.

3.4. 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 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. 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 our underwriting criteria, (2) Customer does not satisfy one or more of our 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.

3.5. Additional Rights. If Customer does not pay the Amounts Due as required by this Agreement, 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 Payment 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 Payment Services for lack of available funds in the Tipalti Account after collecting Amounts Due. Any failure to pay the full Amounts Due when required is a breach of this Cards Schedule and the Tipalti Services 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 law, to the extent Tipalti decides to charge such interest.

3.6. Rebates. Tipalti shall provide Customer with a rebate that will not exceed a percentage specified on the Order Form, where the rebate will vary based on the interchange earned by Tipalti and its third-party providers. These rebates 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 rebates any costs, fees, or liabilities associated with or incurred through Customer’s use of the Cards. Tipalti may determine in its sole discretion whether to enforce or modify any related conditions or requirements to receive this rebate.

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 if Tipalti has permitted periodic payments, will apply to the Amounts Due.

5. Lost or Stolen Cards

5.1. Customer shall immediately report to Tipalti when a Card has been lost or stolen, or if an unauthorized Card Transaction has occurred. Customer is responsible for all Card Transactions, even if the Card is lost, stolen, or used for unauthorized Card Transactions, except after Tipalti confirms that a Card is placed in a lost, stolen, or inactive status. 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 material breach of any of Customer’s representations, warranties, or obligations under these Cards Schedule; (2) Customer’s use of the Cards Service in violation of applicable law, Customer’s agreements with Suppliers, or the Rules; or (3) Customer’s gross negligence, willful misconduct, or fraud.

7. No Warranty

7.1. THE CARDS SERVICE HEREUNDER IS PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND TIPALTI HAS NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE CARDS SERVICE UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE TIPALTI’S LIABILITY WITH RESPECT TO THE CARDS SERVICE PROVIDED HEREUNDER WILL NOT EXCEED $1,000.00 USD. 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 SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, (2) CUSTOMER’S USE OF THE 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 TSA, CUSTOMER IS RESPONSIBLE UNDER THIS CARDS SCHEDULE TO TIPALTI AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE CARDS SERVICE, 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. Termination. Either party may terminate this Cards Schedule at any time by providing written notice of termination to the other party. Termination of the TSA, or of any Order Form that delivers access to Tipalti’s Payment Services, will also terminate this Cards Schedule.
8.2. Updates. Tipalti may revise this Cards Schedule, including the applicable fees and rebates, at any time by posting a revised version on the Tipalti website. The revised version will be effective at the time Tipalti posts it. In addition, if the revised version includes a Substantial Change, Tipalti will provide Customer with 30 calendar days’ prior notice of the Substantial Change.

9. Definitions

“Card” means a card issued by Issuer, whether physical, virtual, tokenized, or otherwise, that enables a Card User to make payments to Suppliers over the Card Network associated with the card.

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

“Cards Service” means the provision of the Cards and related services made available hereunder by Tipalti.

“Card Transaction” means actual or attempted payment Transaction using a Card via the Cards Services.

“Card User” means Customer’s employee or agent who is authorized by Customer to use a Card through the Payment Services.

“Issuer” means one or more banks that issue Cards for the purpose of providing them as part of the Cards Service, as determined solely by Tipalti and/or its third-party providers. “Rules” means Card Network rules with respect to the issuance or acceptance of Cards. Visa rules are currently available here https://usa.visa.com/dam/VCOM/download/about-visa/visa-rules-public.pdf and MasterCard rules are currently available here https://www.mastercard.us/en-us/about-mastercard/what-we-do/rules.html.