Compliance and Acceptable Use Policy
Last Modified: 2 March 2020
This Compliance and Acceptable Use Policy (“CAUP”) is by and between Tipalti, Inc. and Company (or “you”) and applies to the use of the Tipalti Services. This CAUP applies in addition to the Tipalti Services Agreement. We may amend this CAUP at any time by posting a revised version on our website. The revised version will be effective at the time we post it. In addition, if the revised version includes a Substantial Change we will provide you with 30 calendar days’ prior notice of the Substantial Change by posting of the changes on our website. All capitalized terms are defined herein or in the Tipalti Services Agreement.
1. Compliance.
1.1. Combatting money laundering and the financing of terrorism. The Services are supplied in compliance with Applicable Law concerning the prevention of money laundering and the financing of terrorism. Such laws require the review by Tipalti of Company, Payee and Transaction information to see that the Services are not being used for illegal purposes or purposes that expose Tipalti, Bank or its other suppliers to excessive risk. Tipalti will therefore collect Records in order to know its customers, such as Company, and Payees, and to maintain a customer identification program, each of which are elements of Tipalti’s anti money-laundering program (“AML Program”). On execution of this Agreement, Tipalti shall carry out a review of the Company and its proposed use of the Services under the AML Program.; Tipalti shall have no obligation to provide any Services during the course of such review and shall have no obligation to provide any Services, so long as such review is incomplete or produces results that are unsatisfactory to Tipalti, acting in its sole and absolute discretion, even if the review extends beyond the Go-Live-Date in which case such date shall be extended until the end of the review, as determined by Tipalti. Throughout the Term hereof, Tipalti shall conduct ongoing and additional reviews of the Company and its use of the Services under its AML Program. Company shall cooperate in such reviews of Company or Payees and provide any and all information that Tipalti may request in support of such a review. Tipalti reserves the right to suspend performance hereunder if Company is not cooperating in a review of Company under the AML Program, or if the results of such review are unsatisfactory as determined by Tipalti, acting in its sole and absolute discretion. Notwithstanding any provision herein to the contrary, the Services shall not be provided in respect of any activity that is in violation of the AML Program, as determined by Tipalti in its sole and absolute discretion. Company hereby grants to Tipalti the right to collect, store and use information concerning Transactions and actual or potential Payees that pose actual or potential elevated risks of fraud or other suspicious activity, for the purpose of combatting fraud or abuse in the Services or to other customers of Tipalti and its Affiliates. Company shall supply Tipalti with information concerning Payees only as it relates to each Payee, in a business capacity, and shall not include, or permit to be included any information concerning any individual acting in a nonbusiness capacity, such as in their capacity as a consumer, individual, or their family member acting on their own behalf for personal, family or household purpose.
2. Acceptable Use Policy. Prohibited Activities. You may not use the Services to conduct or contribute to any of the following activities, as determined by Tipalti in its sole discretion (collectively, “Prohibited Activities”):
2.1. Any illegal activities, or in a manner that would be in breach of this Agreement;
2.2. Involves or encourages infringement of a third party intellectual property right including, but not limited to sale or access of counterfeit music, movies, software, video game or other virtual items when doing so would violate the terms and conditions of the third party agreement, and any dealing in counterfeit goods;
2.3. Using the Services to collect payments that support pyramid or Ponzi schemes, matrix programs, other “business opportunity” schemes or certain multi-level marketing programs (direct sales programs that are not illegal are permitted);
2.4. Using the Services in connection with or to make payments for drug paraphernalia; marijuana sales (even if legal in the state); escort services, porn or other adult content; internet sale of alcohol, tobacco or e-cigarettes; firearms; weapons; gambling; lotteries; or any goods with import/export restrictions;
2.5. Using the services to make payments to embassies, foreign consulates or other foreign governments;
2.6. Using the services in connection with consumer payments, virtual currency, e-wallets, stored value, quasi-cash, or any other money service business;
2.7. Using the Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity;
2.8. Items that encourage, promote, facilitate or instruct others to engage in illegal activity to include, without limitation, drug trafficking, sex and human trafficking, arms trafficking, or laundering money;
2.9. Promoting hate, violence, racial intolerance, or the financial exploitation of a crime in any manner whether directly or indirectly;
2.10. Using the Services to assist in facilitating any of the foregoing; or;
2.11. Using the services in a manner that Tipalti determines presents an unacceptably high level of reputational, compliance, financial, or legal risk.
