Profit by Paymentus

Profit by Paymentus Terms of Service Agreement for Paymentus DIRECT Users

Last Revision Date: September 9, 2025

Table of Contents

1. Acceptance Of Agreement
2. Amendments
3. Overview Of Profit by Paymentus Services
4. Eligibility And Setting Up Your Account
5. Mobile Invoice Capture
6. Making Payments Through The Services
7. Payment Authorization
8. Transaction Classification
9. Payment Review
10. Returned Transactions
11. Insufficient Funds
12. Payment Cancellation Requests
13. Chargebacks
14. Stop Payment Requests And Refunds
15. Receiving Payments through the Services
16. Profit by Paymentus Fees
17. Applicable Taxes And Penalties
18. Applicable Use
19. Third Party Services And Links To Other Websites
20. Limitation Of Liability
21. Disclaimer Of Warranties
22. Indemnification
23. Closing Your Account
24. Profit by Paymentus’s Suspension And Termination Rights
25. Consent To Electronic Disclosures
26. Feedback
27. Dispute Resolution And Arbitration
28. Release Of Profit by Paymentus And the Third Party
29. Responsibility For Compliance With Employment Law
30. General
    
    Schedule 1: Corpay General Terms and Conditions
    
    Schedule 2: Corpay Cards Service Agreement

Payments Corporation, a Delaware corporation, via its accounting automation solution, the Profit by Paymentus DIRECT Platform (“Profit by Paymentus”) enables business-to-business Accounts Payable (payments) and Accounts Receivable (invoicing). These Terms of Service (the “Agreement”) are a legal agreement among Profit by Paymentus, and you and any person or organization for which you represent. This Agreement governs your use of our website located at https://profit.paymentus.com/ and the associated software and services (collectively the “Services”). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING ANY Profit by PAYMENTUS SERVICES. If you do not agree to this Agreement, do not use the Services.

This Agreement provides that all disputes between you and Profit by Paymentus will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and YOUR CLAIMS CANNOT BE BROUGHT AS A CLASS ACTION. Please review Section 26 (“Dispute Resolution and Arbitration”) for the details regarding your agreement to arbitrate any dispute with Profit by Paymentus.

As used in this Agreement, the words “you” and “your” refer to you, a User (defined below) of the Services and the Party agreeing to this Agreement. The words “we,” “us,” “our” and any other variation thereof refer to Profit by Paymentus.

1. Acceptance Of Agreement

By accessing the Services, you agree to, and are bound by, the terms and conditions of this Agreement. If you do not agree to this Agreement, do not use the Services. You represent and warrant that you have authority to enter into this Agreement on your own behalf and on behalf of any person or organization for which you act.

2. Amendments

Profit by Paymentus may modify this Agreement at any time in its sole discretion by updating this posting. We will take reasonable steps to notify you of any material changes to this Agreement. Your continued use of the Services after a modification signifies your agreement to the modification. If you have any questions about this Agreement, please contact us at: customercare@paymentus.com

3. Overview Of Profit by Paymentus Services

1. Description of the Services. Paymentus provides Services which generally enable United States-based businesses and freelancers (“Payors”) to transmit payments for commercial purposes to United States-based business recipients (“Recipients”), (collectively “Users”). Payors may capture a Recipient invoice using their mobile device, upload an invoice electronically, import an invoice from various accounting software, or enter in invoice details manually. Such information may be used to generate a bill which can then be synched with supported accounting software. Profit by Paymentus may also partner with Recipients to facilitate their receipt of funds and crediting of customer accounts. Recipients may generate and upload invoices through the Profit by Paymentus Services to request payment from Payors. Recipients may request payment from Payors without uploading invoices, and Recipients may also request payment from Payors that have not registered for Profit by Paymentus’s Services. For access to and use of the Services, Profit by Paymentus may charge Users a fee (the “Fee”) at the time of Payment submission.
2. Accepted Payment Methods. Profit by Paymentus enables Users to transmit payments to Recipients. Payment methods may include automated clearinghouse (“ACH”), credit or debit card, paper check or wire transfer as determined from time to time by Profit by Paymentus.
   
   Paymentus Profit Supports payments from all U.S. financial institutions
3. Fund Ownership.
   • Payments to Recipients (other than Fees) do not pass into Profit by Paymentus’s legal ownership at any time from payment initiation to successful delivery, including any subsequent refunds.
   • Profit by Paymentus uses a payment partner to hold the funds for the benefit of Paymentus customers and transfers funds based on Profit by Paymentus instructions. The bank account to which funds are disbursed are based on customers’ instructions. You grant Profit by Paymentus the right to instruct the third party on the movement of funds in the accounts, including to receive funds from you and to then send funds to your Recipient based on your instructions. You agree that you will be liable and responsible for payments resulting from or transfers containing inaccurate instructions or other errors, unless limited by law.
4. An Independent Third-Party.
   • Profit by Paymentus is an independent, third-party service that is not formally affiliated with your Recipients. You acknowledge and agree that your use of the Services does not in any way constitute a tri-party agreement between you, Profit by Paymentus, and your Recipients.
   • Accordingly, neither Profit by Paymentus nor Profit by Paymentus service providers have responsibility nor will have liability for any consequences resulting from your interactions or contracts with Recipients, including but not limited to payment terms, the proper and timely delivery of goods or services, and any associated disputes which may arise. You further acknowledge that your use of Profit by Paymentus Services does not alter or affect any Recipient payment terms including but not limited to deadlines, payment plans, late fees, and refunds. Neither Profit by Paymentus nor Profit by Paymentus service providers endorse, recommend, or bear any responsibility or liability for any products, services or statements presented by Recipients.

4. Eligibility And Setting Up Your Account

1. Eligibility Requirements. In order to use the Services, you must (i) be an individual of at least 18 years of age and able to form legally binding contracts under applicable law, (ii) have a valid and active e-mail address, (iii) use the Services on behalf of a United States-domiciled business entity or freelancer. Other restrictions may apply.
2. Creating an Account. In order to access the Services as a User, you must create an account (“Account”). When you set up your Account, you will be required to create log-in credentials by providing certain types of personal information including your name, a valid email address, information about your business, and a strong password (collectively, your “Registration Information”). We may also request additional information, such as your business’ EIN, after you have created your Account. You agree to provide true, accurate and complete Registration Information and to notify us promptly if any of your Registration Information, including your email address, changes. You agree that you will take reasonable precautions to safeguard your password and other authentication details and keep them confidential. You are responsible for all activity that occurs in association with your Account. Profit by Paymentus is not liable for any loss or damages caused by your failure to maintain the confidentiality of your Account credentials.
   • Multiple Users. You as a User may invite additional persons to transact on your account (each, an “Authorized Delegate”). Authorized Delegates are granted the right to access and use the Services on your behalf. You may impose certain controls or limits on your Authorized Delegate’s access to the Services, including, but not limited to, setting maximum transaction amounts for an Authorized Delegate or requiring User approval for certain transactions. You are responsible for all actions and omissions of your Authorized Delegates. Any act or omission by any Authorized Delegate, which, if it were an act or omission by you would be a breach of this Agreement, shall be deemed to be a breach of this Agreement by you. You will manage your roster of Authorized Delegates and will promptly deactivate the Authorized Delegate if you wish to terminate the Authorized Delegate’s access to the Services. You will ensure the security and confidentiality of your Account and will use commercially reasonable efforts to prevent unauthorized access to or use of the Services. You shall be responsible for all costs, fees, liabilities, or damages incurred through any access to or use of the Services through your Account.
   • Personally identifiable information (“Personal Information”) provided through the Services is governed by our Privacy Policy located at https://www.paymentus.com/privacy-policy/ . By using the Services, you agree to, and are bound by, the terms of Profit by Paymentus’s Privacy Policy which is incorporated by reference into this Agreement as if it were set forth herein in its entirety.
   • You authorize Profit by Paymentus, directly or through third parties, to make any inquiries we consider necessary to verify your or your business’ identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address, financial instruments, or information associated with your business, and verifying your Personal Information and your business’ information against third party databases or through other sources. If Profit by Paymentus cannot verify your or your business’ identity, Profit by Paymentus reserves the right to deny you use of the Services or to limit your use of your Account.
3. Linking a Payment Method. Once you have created an Account, you may link various payment methods, including your depository accounts with financial institutions (each, a “Bank Account”) or credit or debit cards. We use MXTechnologies, Inc. (“MX”) to gather your data from financial institutions. By using the Services, you grant Profit by Paymentus and MX the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree to your personal and financial information being transferred, stored, and processed by MX in accordance with the MX Privacy Policy available at https://www.mx.com/privacy-policy/ . Please note that payment methods may be saved to your Account for easy reference and submission.
4. Payment Method Representations. When you add a payment method to your Account, you agree to the following:
   • You have the authority to disclose the payment method information and to bind the person or organization for which you act;
   • 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;
   • You acknowledge that transactions initiated from your payment method must comply with the provisions of U.S. law;
   • Your authorization will remain in effect until not later than thirty (30) days after Profit by Paymentus receives written notice from you of your desire to cancel.
5. Your Existing Payment Method Terms
   • All payment method usage associated with payments submitted via the Services are subject to existing terms for your payment method, including any relevant credit or transactional limits, credit and interest terms, and rewards programs. Where applicable, Profit by Paymentus, and to the extent applicable, the Third Party provider retains all rights and authority for the treatment of your payment methods via the Services, which may supersede your payment method program terms. For example, Paymentus may impose a transactional limit on your payment method for payments via the Services, which may be a lower value than the amount allowed by your program.
   • Payments may only be made to U.S. payment methods. We may, in our sole discretion, impose limits on the size, frequency, and timing of payments sent through the Services, on a per transaction or a cumulative basis, and change those limits at any time.
6. Restrictions on Payment Methods. To prevent fraud and comply with legal obligations, we may ask for additional information from you and from third parties. We may put your payment or your payment method on hold for review. If you do not cooperate with our review process, your payment may be delayed or declined. We reserve the right to limit or refuse your use of a particular payment method for any reason at our sole discretion. 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.
7. Recipient Setup. To use the Services, a Payor may enter payment information for Recipients. The Payor must provide correct and current payment information for each Recipient as follows:
   • For both check and electronic payments, the Payor must provide the Recipient name and remittance address
   • In addition, for electronic payments, the Payor must:
     • Invite the Recipient to set up an Account by sending the Recipient an e-mail invitation through the Services;
     • Input the Recipient’s bank routing number and bank account number through the Services;
     • Input the Recipient’s telephone number and email address; or
     • Confirm existing Recipient details (if they have previously used the Services and Profit by Paymentus has retained such Recipient details).

   Please note that the ability to effect electronic payment to new Recipients will depend on the Recipient’s willingness to provide us and our third party with its banking details. If the Recipient does not provide this information, neither the third party nor Profit by Paymentus will be able to complete your transaction electronically and we or our business partners will send such Recipient a paper check.

   You are responsible for verifying the accuracy of the foregoing Recipient information prior to scheduling payments, and neither Paymentus nor the third party will have liability for losses or damages due to your or your Recipient’s actions or inactions or your failure to provide accurate Recipient information. If you invite a Recipient to set up an Account, it will take several business days to complete the verification process required to activate the Account for electronic payments. If you input a Recipient’s bank routing number and bank account number on behalf of a Recipient, you represent and warrant that you have obtained from the Recipient the authorizations set forth in Section 4.4 above.

   Alternatively, a Payor may invite a Recipient to set up their own Account and provide their appropriate payment information.

5. Mobile Invoice Capture

The Services may enable you to upload an invoice using the camera on your mobile device or computer (the “Digital Capture”).

1. Image Quality. The image of an invoice transmitted using Digital Capture must be legible and clear. It must capture all pertinent information from the front of the item. You authorize us to convert items to Image Replacement Documents (“IRDs”) or transmit them as an image. If the electronic files and/or images transmitted to us with respect to any item do not comply with our requirements for content and/or format, we may, in our sole discretion:
   • Further transmit the item and data in the form received from you;
   • Repair or attempt to repair the item or data and then further transmit it;
   • Process the item as photocopies in lieu of originals; or
   • Return the data and item to You unprocessed.
2. Digital Capture Minimum Hardware and Software Requirements. In order to use the Digital Capture, you must obtain and maintain, at your expense, compatible hardware and software including but not limited to an Internet connection and either a mobile phone or computer capable of capturing an electronic image.

6. Making Payments Through The Services

1. Payment Submission. Payments can be submitted for immediate or future processing via the Services. Payment submission requires at least the following to be specified:
   • a Recipient;
   • a payment method;
   • a payment amount; and
   • your invoice number.

   Any or all of the above fields may be pre-filled for you. As further outlined in our Privacy Policy, you agree to allow Profit by Paymentus (and to the extent applicable, the third party) to share this information with your payment Recipient.

2. Payment Information. Profit by Paymentus may require additional information from you at the time you submit a payment. This may include, but is not limited to, requesting additional documentation related to a specific payment or additional details regarding the designated Recipient or the payor.

3. Processing Payments

   • Payments made through the Services require sufficient time for your Recipient to receive your payment and credit your account accordingly. To make a payment, use the Services to select the date (“Process Date”) on which Profit by Paymentus (or its business partners) will debit your payment method to pay a bill or an invoice. The Services will indicate the earliest possible Process Date for each payment. We will use commercially reasonable efforts to issue payment within one to two business days following the Process Date, depending on the size of the payment and subject to “payment review,” as described in Section 9 below.
   • You will be solely responsible for scheduling payments and selecting a Process Date for each payment that allows sufficient time for the payment to be delivered on or prior to the bill’s due date. Profit by Paymentus will have no liability or responsibility for payments delivered after the bill’s due date.
   • Payments submitted for immediate processing will require successful payment method authorization at time of submission, while payments marked for future processing will require payment method authorization on the Process Date indicated for the payment. If a payment method fails to authorize, Profit by Paymentus and the third party will be unable to continue to process your payment, and Profit by Paymentus will notify you via the Services.
   • If you choose to pay a Recipient from Profit by Paymentus’s IPN, you acknowledge and agree that you are solely responsible for selecting and paying the correct Recipient. Profit by Paymentus will have no liability or responsibility if you select or pay the incorrect Recipient. “IPN”or “Instant Payment Network™” means the network developed by Paymentus to enable customer engagement, bill presentment and processing payments (outbound and inbound) by businesses through multiple channels as enabled from time to time by Paymentus
4. Scheduled Payments. Payments may be submitted with a Process Date in the future (“Scheduled Payments”), but must be assigned to a payment method at time of submission which remains valid through the payment Process Date. The details of a Scheduled Payment, including associated Fees, are locked in at time of submission, except where noted otherwise.
5. Faster Payments. Profit by Paymentus may make available to approved Payors and/or Recipients a service that enables such Payors and/or Recipients, as applicable, to request that certain eligible payments be delivered more quickly (“Faster Payments”). Faster Payments may be subject to an additional fee which will be displayed to an approved Payor and/or Recipient, as applicable through the Services at the time such Payor and/or Recipient requests a Faster Payment. In connection with Faster Payments, Payors or Recipients, as applicable, remain responsible to Profit by Paymentus for chargebacks, clawbacks and ACH returns pursuant to Section 13. Please note that we may disable the Faster Payments service for any payment at any time at our discretion based on eligibility requirements, and we will not charge you a fee if we do so. We do not guarantee the availability of the Faster Payment service, and we may make changes to the service or discontinue it at any time
6. Communications Regarding Profit by Paymentus’s IPN and Virtual Card Payments. When you use the Services, you authorize Profit by Paymentus to contact your Recipients to determine their ability to accept virtual card payments and/or to enroll such Recipients in Profit by Paymentus’s IPN. You represent and warrant to Profit by Paymentus that you have the right to permit Profit by Paymentus to contact your Recipients for this purpose. You acknowledge that your Recipients may already be enrolled in Profit by Paymentus’s IPN, in which case Profit by Paymentus will make payments to such Recipients in accordance with their payment preferences, regardless of the payment method you choose to deliver funds to such Recipient. Once a Recipient becomes part of Profit by Paymentus’s IPN, such Recipient will continue to be part of Profit by Paymentus’s IPN and receive payments in accordance with such Recipient’s preferences until such Recipient notifies Profit by Paymentus that it would like to receive payments in another manner or until Profit by Paymentus removes such Recipient from Profit by Paymentus’s IPN.

7. Payment Authorization

1. General Payment Authorization
   • By providing us with the names and account information of Recipients to whom you wish to make direct payments, you authorize us and the third party to follow the payment instructions that are received from you. In order to process payments more efficiently and effectively, the third party, at Profit by Paymentus’s instruction, may submit payments to the best known Recipient address. When necessary, the third party, at Profit by Paymentus’s instruction, may alter payment data or data formats or change or reformat your Recipient account number to match the account number or format required by your Recipient for electronic payment processing.
   • When Profit by Paymentus or the third party receives a payment instruction, you authorize each such party to debit your payment method and remit funds on your behalf. You also authorize Profit by Paymentus or the third party to credit your payment method for payments returned to us by the Post Office or Recipient, or payments remitted to you on behalf of another authorized user of the Services.
2. ACH Authorization. Where you choose to pay a Recipient via ACH, you authorize Profit by Paymentus or the third party to debit your payment method in increments or as a lump sum and remit funds in accordance with your payment instructions through the ACH. You also give Profit by Paymentus or the third party the right to resubmit any ACH debit that is returned for insufficient or uncollected funds, or any other reason. You agree that payment transactions will be governed by the rules established by NACHA, the Electronic Payments Association, as in effect from time-to-time. You are responsible for all claims, demands, losses, liabilities and expenses (including attorneys’ fees and costs) that result directly or indirectly from your failure to perform your obligations under the NACHA rules and you indemnify Profit by Paymentus and the third party for the same.

8. Transaction Classification

Authorizations. Treatment of Profit by Paymentus authorizations is managed in the sole discretion of the issuing banks. You agree to not to hold Profit by Paymentus or the third party liable for any consequences resulting from issuer 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.

9. Payment Review

1. Review. At any time post submission, your payment may be subject to review, which serves to allow the Service to better understand the nature of and reason for your payment. During this review process and for any reason, Profit by Paymentus or the third party may place a temporary hold on the delivery of your payment for as long as reasonably required to conduct an appropriate inquiry regarding you, the Recipient, your business, a bill, payment history, and other relevant circumstances and factors.
2. Cooperation. You acknowledge that Profit by Paymentus’s ability to efficiently and effectively review your payment is reliant upon your cooperation, and you absolve Profit by Paymentus and the third party from any negative impacts to the delivery of your payment arising from delayed, incomplete, or insufficient responses to our inquiries.
3. Result of Payment Review. Depending on the results of this review, Profit by Paymentus may instruct the third party to clear the payment, reverse the payment, or hold the payment pending instructions from a government agency. Profit by Paymentus also reserves the right to cancel any payment. In such cases and as permitted by applicable law, your funds will be returned to you via the original payment method, or if necessary via other means.

10. Returned Transactions

Recipients or the United States Postal Service may return payments for various reasons such as, but not limited to, Recipient’s forwarding address expired, invalid bank routing number, invalid bank account number, Recipient remittance address is not correct, Recipient is unable to identify an account, or a Recipient account is paid in full. In addition, a Recipient may refuse to accept a payment, and neither Profit by Paymentus nor the third party will have liability for any resulting loss or damage. Profit by Paymentus will use commercially reasonable efforts to provide you with notice of returned payments and will offer you through the Services the choice whether to void and credit or void and reissue the payments. You agree that neither Profit by Paymentus nor the third party shall have any liability for any such returned payments. Unless otherwise directed, Profit by Paymentus will void such payments. You hereby authorize Profit by Paymentus or the third party to credit such payments to your payment method.

11. Insufficient Funds

You agree at all times to maintain at the direction of Profit by Paymentus, a valid credit card on file with Profit by Paymentus and/or maintain sufficient funds in your payment method to satisfy all obligations including returns, reversals, and associated fees, and to add funds immediately if Profit by Paymentus notifies you that your funds are insufficient. Without limiting any other available remedies, if any payment initiated from your payment method is returned because of insufficient funds, you must reimburse Profit by Paymentus (or to the extent applicable, the third party) for any corresponding payment amount immediately upon demand, plus exceptions processing fees, plus any bank fees, charges or penalties for return items, or Paymentus Serenfi shall charge your valid credit card at Profit by Paymentus’s sole discretion. Profit by Paymentus or the third party also reserve the right to debit a Recipient’s account for money paid to the Recipient on your behalf if your payment is returned because of insufficient funds or any other reason. Profit by Paymentus reserves the right to withhold funds from a payment to a Recipient if the Payor has an outstanding balance with Profit by Paymentus. You shall be solely responsible for all penalties, interest charges, late payment fees and service fees resulting from such a debit to the Recipient.

12. Payment Cancellation Requests

Scheduled payments may be canceled, rescheduled or modified by following the directions through the Services. There is no charge for canceling, rescheduling or modifying a payment before it is processed. However, once Profit by Paymentus or the third party have begun processing a payment, it cannot be canceled, rescheduled or modified, and you must submit a stop payment request.

13. Chargebacks

In the event that Profit by Paymentus receives a chargeback, clawback or ACH return, you as Recipient authorize Profit by Paymentus to debit your Payment Method on file for the amount of the chargeback plus any associated fees or in the alternative, Recipient authorizes Profit by Paymentus to withhold funds from future distributions.

14. Stop Payment Requests And Refunds

1. Stop Payment Requests. Profit by Paymentus’s ability to process a stop payment request depends on the payment method and whether or not a check has been cleared.
   
   Profit by Paymentus and the third party must have a reasonable opportunity to act on any stop payment request after a payment has been processed.
   
   You must contact Profit by Paymentus to stop any payment that has already been processed. Although Profit by Paymentus will use commercially reasonable efforts to accommodate stop payment requests, neither Profit by Paymentus nor the third party will have any liability for failing to do so. Stop payment requests may be subject to additional charges.
2. Payment Refunds. In certain situations following a payment submission, you may request a refund by contacting Profit by Paymentus at customercare@paymentus.com. The availability of refunds and processes for their execution are dependent on the disbursement channels by which payments are delivered to Recipients. Profit by Paymentus is unable to issue partial refunds of payments. More specific information is provided below in Sections 14.3 and 14.4.
   
   Profit by Paymentus 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 and refund policies.
   
   In the event that Profit by Paymentus issues a payment refund, Profit by Paymentus will generally refund a proportional amount of the Profit by Paymentus Fee to you, less any unrecoverable costs Profit by Paymentus or the third party may incur; however, Profit by Paymentus will not refund any portion of the Profit by Paymentus Fee when you use an American Express card to fund your payment. In addition, if you effect a payment refund via clawback or chargeback mechanisms, Profit by Paymentus will not refund any portion of the Profit by Paymentus Fee.
3. Refunds for Electronic Payments. Profit by Paymentus may refund electronic payments, including those delivered via Electronic Fund Transfer (“EFT”), ACH and card network providers, prior to their disbursement.
4. Refunds for Check Payments. Profit by Paymentus may refund payments disbursed via check prior to their deposit by your Recipient. If Profit by Paymentus has already sent a check, 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.
   
   If your Recipient attempts to deposit a stopped check, 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 to not deposit your check, and you agree not to hold Profit by Paymentus or the third party liable for any costs you may incur from your Recipient in such a case.

15. Receiving Payments with the Services

1. PCI Compliance. To the extent that either party receives payment card information subject to the Payment Card Industry Data Security Standards (“PCI-DSS”) in connection with providing the Services, such party will comply with all requirements of the PCI-DSS with respect to storage, transmission and disclosure of payment card information.
2. Explicit User Confirmation. Paymentus will confirm the dollar amount of all Payments, and when paid by the User, the corresponding Paymentus Fee to be charged and electronically obtain the User’s approval of the charges prior to initiating payment authorizations transaction. Paymentus will provide User with electronic confirmation of all transactions.
3. Merchant Account. Paymentus will arrange for Client to have a merchant account with the Paymentus Authorized Processor for processing and settlement of transactions. By agreeing to the Profit Terms and Conditions, you also agree to the Terms and Conditions of the Paymentus Authorized Processor, accessed here.
4. Payment Authorization. For authorization purposes, Paymentus will electronically transmit all card or other payment transactions to the appropriate processing center, in real time as the transactions occur or as provided in applicable rules. In its discretion, Paymentus may refuse to process any transaction that is submitted in violation of its terms of use or to protect Client, Users, itself or others from potentially illegal, fraudulent or harmful transactions.
5. Settlement. Paymentus together with a Paymentus Authorized Processor will forward the payment transactions, to the appropriate organizations for settlement directly to Client’s depository bank account previously designated by Client (“Client Bank Account”) as a positive amount of payment processing funds, net of any User paid Paymentus Fee and any Reversed or Chargeback Transactions (described below). When Client pays the Paymentus Fee, Paymentus will invoice Client and debit the fees from the Client Bank Account on a monthly basis.
   
   Paymentus together with the Paymentus Authorized Processor will continuously review its settlement and direct debit processes for its simplicity and efficiencies. Client and Paymentus agree to fully co-operate with each other if Paymentus were to change its settlement and invoicing processes.
6. Reversed or Chargeback Transactions. With respect to all Reversed or Chargeback Transactions, Client authorizes Paymentus and Paymentus Authorized Processor (and/or the respective payment organizations) to debit the Client Bank Account or credit card on file with Profit by Paymentus of the Payment Amount and/or offset the Payment Amount against future payouts and Paymentus will refund the applicable amount to the payment organization for credit back to the User.

16. Profit by Paymentus Fees

1. Service Fees. Access to the Service, or to certain features of the Service, may require You to pay certain fees (individually and collectively, “Fees”), including but not limited to account subscription fees, transaction fees, payment processing fees, and other special services fees. See fee schedule.
2. You understand and agree that Profit by Paymentus may charge Fees for access to and use of the Profit by Paymentus Services. Fees will be charged to your payment method, either in a separate transaction from any principal payments or in a single transaction including both amounts, depending on applicable rules.
3. Fees for immediately processed payments are charged in real-time upon submission. Fees for Scheduled payments are locked in at time of submission and will be charged on the payment’s Process Date. If a Scheduled payment is edited prior to its Process Date, the applicable Fee will be recalculated based on the presently defined rules.
4. Fee Updates. Fees may vary, depending upon factors including but not limited to the payment’s Recipient, the payment method, and other variables both which may or may not be controlled by Profit by Paymentus. Fees are subject to change at any time without prior notice and are calculated in real time and presented to you during review of your payment, prior to submission or edit.

17. Applicable Taxes And Penalties

1. Taxes. 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 Profit by Paymentus, 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 Profit by Paymentus or a third party for any and all such liability.
2. Collection of Funds Owed. In the event that you are liable for any amounts owed to Profit by Paymentus or the third party, including for payments forwarded to Recipients for which you initiate a chargeback or ACH return, you authorize Profit by Paymentus (on its own behalf and on behalf of the third party) to collect such amounts from your default payment method or other available payment methods. If you do not have sufficient funds available to fulfill such payment, Profit by Paymentus (on its own behalf and on behalf of the third party) may engage in collection efforts and/or other legal actions to recover such amounts from you. Paymentus reserves the right to discontinue the Service at any time.

18. Applicable Use

1. Restricted Activities. You represent and warrant that (i) your use of the Services will not violate applicable law; (ii) you will not use the Services for any purpose prohibited by applicable law; (iii) you will not use the Services in connection with any business or industry prohibited under this Section 18; and (iv) you will not to use the Services for the following purposes:
   • For unsupported transfers, including sending money;
   • for alimony or to escrow accounts;
   • as a donation to an organization not classified as a registered charity;
   • other than for legitimate payment purposes (e.g., to test or probe card behaviors);
   • for unsupported goods and services, including:
     • gambling and related activity (such as lotteries, bidding fee auctions, sports forecasting or odds making, fantasy sports leagues, internet gaming, contests, sweepstakes, and games of chance);
     • unsupported debt types (such as credit card balances, uncollateralized loans, auto title loans);
     • payment for debt that has been charged off as uncollectible;
     • providing credit or loans, including payday loans;
     • illegal drugs (real or synthetic);
     • sale and exchange of currency, including digital and crypto-currencies, and cryptographic assets such as non-fungible tokens;
     • multi-level marketing or pyramid schemes;
     • software or other technology developed to weaken industry security controls such as malware, spyware, virus, back-door, drop dead device or other similar program installation;
     • payments in connection with the cannabis industry: cannabis (including hemp and marijuana) and related businesses and products;
     • 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;
     • pornography, obscene materials, and sexually-related or “adult” services; weapons (including without limitation, knives, guns, gunpowder or ammunition), fireworks, and other explosives;
   • sending or receiving potentially fraudulent funds;
   • to send money, either directly or indirectly, to a sanctioned country, person, group or entity;
   • in the course of any activity regulated by the Financial Crimes Enforcement Network (FinCEN) or any other relevant regulatory body;
   • infringement or potential infringement of any party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
   • acting in a manner that could be defamatory, trade libelous, threatening or harassing;
   • using your Account or the Services in violation of applicable payment network rules;.
   • in a manner detrimental to our provision of the Services, including:
     • the provision of outdated, false, inaccurate, or incomplete information;
     • maintain or using multiple Accounts;
     • allowing other individuals to access or use your Account;
     • using an anonymizing proxy;
     • using the Services in a manner that results in or may result in complaints, disputes, claims, chargebacks, fees, fines, penalties and other liability to Profit by Paymentus, a third party, or you;
     • imposing unreasonable demands on our technical or personnel resources;
     • 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;
     • using any robot, spider, other automatic device, or manual process to access, monitor or copy our website without our prior written permission;
     • using any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our website or the Services;
     • taking any action that may cause us to lose any of the services provided by our Recipients, payment processors, or other suppliers;
     • reselling, re-skinning, or otherwise distributing our Services;
     • breaching this Agreement or any other agreement or policy that you have agreed to with Profit by Paymentus.
   The above list is representative but not exhaustive. 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 us by emailing customercare@paymentus.com.
2. Remediation. Profit by Paymentus may request more information relating to your use of the Services to seek to identify the restricted activities identified in Section 18.1 above (“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 or that you have used our Services inappropriately, Profit by Paymentus or the third party (to the extent applicable) 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 Profit by Paymentus or third parties;
   • Refuse to provide Services to you or related parties in the future;
   • Contact your bank or notify other Users, Recipients, law enforcement, or impacted third parties of your actions;
   • Take legal action against you. When not otherwise obligated by regulatory or compliance considerations, Profit by Paymentus will provide you with notice of any such actions.

19. Third Party Services And Links To Other Websites

The Services may enable you to connect to third-party services or products (“Third Party Services”). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not Profit by Paymentus. The Services may contain links to third party websites. The inclusion of a link to a third party website does not imply an approval, endorsement, or recommendation by Profit by Paymentus. Such third party websites are not governed by this Agreement. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third party website, our Privacy Policy is no longer in effect.

Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website’s own terms, rules and policies.

20. Limitation Of Liability

IN NO EVENT SHALL PROFIT BY PAYMENTUS, OUR SUPPLIERS AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENTS, SUBSIDIARIES, AFFILIATES, BENEFICIARIES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE “PROFIT BY PAYMENTUS PARTIES”) OR THE THIRD PARTY, THEIR SUPPLIERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENTS, SUBSIDIARIES, AFFILIATES, BENEFICIARIES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT PROFIT BY PAYMENTUS OR THE THIRD PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH OUR SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). THE TOTAL LIABILITY OF THE PROFIT BY PAYMENTUS PARTIES (IN AGGREGATE) TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF (i) THE AMOUNT OF DIRECT DAMAGES ACTUALLY INCURRED IN THE SIX (6) MONTHS PRIOR TO THE DATE UPON WHICH THE APPLICABLE CAUSE OF ACTION AROSE OR (ii) THE AMOUNT OF THE FUNDS TRANSFERRED TO PROFIT BY PAYMENTUS BY YOU. 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 PROFIT BY PAYMENTUS PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW.

21. Disclaimer Of Warranties

1. THE PROFIT BY PAYMENTUS PARTIES AND THE THIRD PARTIES PROVIDE THEIR RESPECTIVE SERVICES “AS IS” AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. PROFIT BY PAYMENTUS PARTIES AND THE THIRD PARTIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER THE PROFIT BY PAYMENTUS PARTIES NOR THE THIRD PARTY WARRANT THAT THE SERVICES ARE COMPLETELY SECURE OR FREE FROM BUGS, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS, OR THAT ALL ERRORS WILL BE CORRECTED. NEITHER THE PROFIT BY PAYMENTUS PARTIES NOR THE THIRD PARTIES ARE RESPONSIBLE FOR YOUR 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, PROFIT BY PAYMENTUS, THE THIRD PARTY, OR ANY THIRD PARTY. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES, AND USE OR ACCESS TO MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR USE OR ACCESS TO MATERIAL OR CONTENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES IN CERTAIN CIRCUMSTANCES, SO THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
2. Neither Profit by Paymentus nor the third party have any control over the products or services that are paid for using the Services and Profit by Paymentus nor the third party can ensure that a Recipient you are dealing with will actually complete the transaction or is authorized to do so. Profit by Paymentus 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. Profit by Paymentus will make reasonable efforts to ensure that requests for electronic debits and credits involving credit cards are processed in a timely manner but Profit by Paymentus 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.

22. Indemnification

You agree to defend, indemnify and hold the Profit by Paymentus Parties and the Third Parties harmless (including payment of reasonable attorney’s fees) against any claim or demand (including attorneys’ fees) made or incurred by any third party arising out of or relating to (a) your breach of any provision of this Agreement; (b) any actions taken by Profit by Paymentus or the third party pursuant to your instructions, including, but not limited to, wage-and-hour law claims; ( c) your use of the Profit by Paymentus Services or any third party services; (d) your obligations to pay fees or fines to Profit by Paymentuss or any third parties; (e) negligence or willful misconduct of you or your affiliates, employees, contractors, or agents; (f) your failure to provide to Profit by Paymentus accurate and complete information or obtain the necessary authorizations or consents; (g) your failure to abide by applicable law, rules, or regulations; and (h) all third-party indemnity obligations Profit by Paymentus or the third party incur as a direct or indirect result of your acts or omissions (including indemnification of any payment card network, card issuer, or intermediary bank).

23. Closing Your Account

You may request the closure of your Account at any time by emailing Profit by Paymentus at customercare@paymentus.com. Profit by Paymentus also reserves the right to close your Account at any time with or without notice to you for any reason (including failure to pay Fees or inactivity). 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 Profit by Paymentus.

You may not close your Account to evade an investigation. Any payments processed prior to Account closure will be completed by the Services, except those that may be canceled following a payment review, per Section 9. All scheduled payments for which you have not yet been debited at the time of Account closure will be considered canceled.

24. Profit by Paymentus’s Suspension And Termination Rights

Profit by Paymentus, in its sole discretion, reserves the right to suspend or terminate this Agreement, or suspend, terminate, or limit your access to, or use of, your Account or some or all of the Services at any time upon notice to you. Please note that Profit by Paymentus reserves the right to terminate the Services at any time. Profit by Paymentus will try to notify you in advance, but is not obliged to do so.

25. Consent To Electronic Disclosures

1. Consent to Communications. Because the Services are provided electronically, you agree that Profit by Paymentus may provide important information electronically. Profit by Paymentus will issue the following information and disclosures (“collectively, “Communications”) electronically via the Profit by Paymentus Services or via electronic mail (“email”):
   • This Agreement, the Profit by Paymentus Privacy Policy, any other policies you agree to, and any amendments, modifications, or supplements to these agreements or policies;
   • Disclosures or notices provided in connection with the Services, including any required by applicable law;
   • Any customer service communications, including communications with respect to claims of error or unauthorized use of the Services;
   • Transaction history information, and
   • Any other communications related to the Services or your Account.
   Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Service.
2. No Obligation to Provide Paper Communication. Although Profit by Paymentus reserves the right to provide Communications in paper format at any time, you agree that Profit by Paymentus is under no obligation to do so. All Communications in either electronic or paper format will be considered to be “in writing.” You should print a paper copy of this Agreement and any Communication that is important to you and retain the copy for your records. If you do not wish to receive this Agreement or the Communications electronically, you may not use the Services.
3. Withdrawal of Consent. You can withdraw your consent to receive marketing Communications from Profit by Paymentus by emailing us at customercare@paymentus.com or following the unsubscribe procedure contained in any such Communication you receive from us. However, you will not be able to withdraw from the product related emails as that would limit the functionality of the product. Profit by Paymentus also reserves the right to terminate your Account if you withdraw consent to future electronic Communications. Any withdrawal of your consent to receive electronic Communications will be effective only after Profit by Paymentus has a reasonable period of time to process your withdrawal, which period of time shall be no longer than fifteen (15) days, or such other time as is appropriate under the circumstances, as determined by Profit by Paymentus in its sole discretion. Withdrawing your consent will not affect the completion of pending payments or the validity of completed payments.
4. Hardware and Software Requirements. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an email address. By clicking the “Sign Up” button, you are confirming to Profit by Paymentus that you have the means to access, and to print or download, Communications.
5. Consent to Text Messages. By entering into this Agreement or using the SERVICES, you agree to receive TEXT MESSAGES FROM PROFIT BY PAYMENTUS AT THE TELEPHONE NUMBER THAT YOU PROVIDE TO US. YOU AGREE THAT TEXTS may be generated by automatic telephone dialing systems. TEXT MESSAGES from PROFIT BY PAYMENTUS may include but are not limited to: operational communications concerning your Account or use of the Services, updates concerning new and existing features OF THE SERVICES, AND communications concerning promotions run by us or our third-party partners. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
6. Withdrawal of Consent to Text Message. If you wish to opt out of promotional texts, you may email customercare@paymentus.com. You acknowledge that you are not required to consent to receive promotional texts as a condition of using the Services. If you wish to opt out of all texts from Profit by Paymentus (including operational or transactional texts), you can also email customercare@paymentus.com, however you acknowledge that opting out of receiving all texts may impact your use of the Services.

26. Feedback

In connection with your use of Services, you may elect to submit feedback, suggestions and/or other comments regarding the website and/or the Services (collectively, the “Feedback”). Profit by Paymentus may, in its sole discretion, decide to incorporate some or all of this Feedback into the website and/or the Services. You hereby grant Profit by Paymentus a worldwide, perpetual, nonrevocable, 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 Profit by Paymentus the Feedback and that the use of the Feedback by Profit by Paymentus will not violate, infringe otherwise misappropriate any third party rights.

27. Dispute Resolution And Arbitration

1. Governing Law and Forum. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without reference to conflict of law provisions. Any action, proceeding, arbitration hearing or mediation relating to or arising from this Agreement must be brought, held, or otherwise occur in Charlotte, North Carolina.
2. WAIVER OF JURY TRIAL AND CLASS ACTIONS. PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY CLAIM MAY BE RESOLVED BY BINDING ARBITRATION AND THAT (i) YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY TO RESOLVE ANY CLAIM ALLEGED AGAINST THE PROFIT BY PAYMENTUS PARTIES; (ii) YOU ARE GIVING UP YOUR RIGHT TO HAVE A COURT RESOLVE ANY CLAIM ALLEGED AGAINST THE PROFIT BY PAYMENTUS PARTIES; (iii) YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, AND/OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT OR ARBITRATION FILED AGAINST PROFIT BY PAYMENTUS AND/OR RELATED THIRD PARTIES.

28. Release Of Profit by Paymentus And the Third Party

If you have a claim with one or more Recipients or other third parties, you release Profit by Paymentus and the third party (and their respective 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 claims.

29. Responsibility For Compliance With Employment Law

To the extent that you use Profit by Paymentus to issue checks or payments to independent contractors, you expressly acknowledge and agree that you (not Profit by Paymentus and not the third party) are responsible for compliance with all wage and hour laws, and all applicable laws regulating the time, place, and manner of payments for their service. Profit by Paymentus provides a means for transmitting funds. However, you (not Profit by Paymentus and not the third party) are responsible for complying with all laws pertaining to the classification of independent contractors and payment for their services.

30. General

1. Complete Agreement. This Agreement together with any other Profit by Paymentus documents, policies and/or agreements referenced herein sets forth the entire understanding between you and Profit by Paymentus with respect to the Services. The following sections of this Agreement and all other terms which by their nature should survive, will survive the termination of this Agreement: 19 (Limitation of Liability), 20 (Disclaimer of Warranties), 22 (Indemnification), 26 (Dispute Resolution and Arbitration), 27 (Release of Profit by Paymentus and the third party), and 29 (General).
2. Intellectual Property. “Profit by Paymentus”, and all logos related to Profit by Paymentus, are either trademarks or registered trademarks of Profit by Paymentus or its licensors. You may not copy, imitate or use them without Profit by Paymentus’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Profit by Paymentus. You may not copy, imitate, or use them without our prior written consent. All right, title and interest in and to the Profit by Paymentus 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 Profit by Paymentus and its licensors.
3. Force Majeure. Neither Profit by Paymentus nor the third party shall be liable for any issues or delayed performance caused by circumstances beyond Profit by Paymentus’s or the third party’ 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.
4. Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without Profit by Paymentus’s prior written consent. Profit by Paymentus reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
5. 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.
6. No Waiver. If Profit by Paymentus 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.
7. Contacting Profit by Paymentus. Unless otherwise stated in this Agreement, notices, inquiries, and requests to Profit by Paymentus should be emailed to customercare@paymentus.com. Please note that email communications sent to Profit by Paymentus 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.

Schedule 1: Corpay General Terms and Conditions

General Terms and Conditions

These General Terms and Conditions (these “General Terms”), as incorporated by reference into the MSA, govern one or more Order Forms or Statements of Work entered into by the Parties from time to time under the terms of the MSA and are effective upon full execution of the MSA.

1. Scope & Services. These General Terms contain the standard terms and conditions applicable to Corpay’s provision of Services to Customer. As used herein, “Services” means commercial spend management services, payments automation services or commercial payments services, including provision of Corpay Mastercard Corporate Cards, which may include fleet, purchasing, T&E multi-cards and virtual cards (collectively, “Cards”), in each case provided by Corpay to Customer pursuant to one or more Order Forms and, if applicable, any custom services provided by Corpay to Customer pursuant to one or more Statements of Work. Terms and conditions specific to each Service selected by Customer are set forth in an applicable Order Form or a Statement of Work.
2. Custom Services. To the extent Customer requires custom services, including, without limitation, custom reporting, data loads, dashboards, report distribution, training and other custom development work, Corpay may provide such custom services pursuant to a Statement of Work agreed to and executed by the Parties. Such Statement of Work will include a description of the scope of services to be performed by Corpay and an estimated cost for such custom services based on Corpay’s applicable standard hourly rates in effect at the time of service. Upon execution, such Statement of Work will be incorporated into the MSA and subject thereto.
3. Representations and Warranties.
   1. (a) Each Party represents and warrants to the other Party that: (i) it has the power and authority to carry on its business as currently conducted and it is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and where failure to qualify would have a material adverse effect on its operations; (ii) the execution, delivery, and performance of the MSA has been duly and validly authorized; (iii) it has all governmental or quasi-governmental authorizations, permits, registrations, consents and licenses necessary for it to carry on its business as currently conducted; and (iv) the execution, delivery, and performance of the MSA does not, and will not, result in a breach of, or constitute a default under, any agreement to which it is a party or by which it is bound.
   2. (b) Corpay warrants that the Services performed under the MSA will be of professional quality, conforming to commercially accepted industry standards and practices. Additionally, Corpay warrants that the Services will perform substantially in accordance with applicable User Manuals.
   3. (c) Customer represents and warrants that it is: (i) a corporate or other similar legal entity validly registered, operating and physically located in the United States; (ii) either a commercial, non-profit or governmental enterprise; (iii) not a money services business as defined under the Bank Secrecy Act’s implementing regulations (“MSB”); and (iv) not a shell bank, a non-licensed bank, a licensed money transmitter, a payment aggregator or bill payment facilitator.
   4. (d) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE MSA, CORPAY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) TO THE FULLEST EXTENT PERMITTED BY LAW. CORPAY DOES NOT MAKE ANY WARRANTY THAT ANY OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE, OR THAT ANY ERRORS IN THE CORPAY SOFTWARE (AS DEFINED BELOW) OR SERVICES CAN OR WILL BE CORRECTED, UNLESS OTHERWISE EXPRESSLY STATED IN AN ORDER FORM OR A STATEMENT OF WORK. CUSTOMER ACKNOWLEDGES AND AGREES THAT NO INFORMATION OR ADVICE OBTAINED FROM CORPAY, NOR ANY SAMPLE, EXAMPLE, OR DESCRIPTION OF SERVICES, WILL CREATE A WARRANTY OF ANY KIND.
4. Customer Covenants; Acknowledgements.
   1. (a) Customer shall and shall cause its affiliates, employees, contractors, officers, directors, agents, attorneys and other representatives (“Representative”) to: (i) use the Services only for legitimate business transactions and not for personal, household or consumer purposes; (ii) only use the Services to make payments on Customer’s own behalf and not on behalf of any third party; (iii) use the Services only for valid and lawful purposes and not for gambling, online gaming, illicit drug transactions, or any unlawful purpose including, without limitation, (a) illegal purchases of goods or services, regardless of whether such transaction violates the laws applicable in the territory where the transaction was initiated or merchant is located, or (b) purchases that are prohibited by local law; (iv) not use the Services for speculative purposes or any payments relating to MSBs, virtual currency, materials that incite violence, hatred, or racism or are considered obscene, or any entity that Corpay has notified Customer poses a fraud or chargeback risk or that Corpay deems, in its sole discretion, to pose a reputational risk to Corpay, the Issuing Bank or Mastercard; (v) not, and not permit any third party to, use the Services in any way that would cause Customer, Corpay or Issuing Bank to violate Applicable Law; (vi) permit Corpay to reasonably investigate or audit Customer’s compliance with Applicable Laws; (vii) not knowingly transmit through or post on using the Services or on any Corpay platform unlawful, tortious, infringing, or harmful material or any material containing software viruses or other harmful or deleterious computer code; and (viii) not knowingly interfere with, disrupt the integrity or performance, or attempt to gain unauthorized access to the Services, related systems, or the data contained therein.
   2. (b) Customer acknowledges that Corpay is not a bank or MSB and does not offer banking or MSB services. Customer acknowledges that Corpay does not guarantee or have control over or liability for: (i) the products, services, or other consideration Customer receives from its vendors; (ii) the accuracy of the invoices Customer receives from its vendors; and (iii) whether any payment of any amount to a vendor by Corpay as instructed by Customer will be made within the timeframe agreed to between Customer and its vendor. Customer acknowledges that it has neither consumer law rights nor remedies available to consumers associated with any purchases, charges or other activity associated with the Services.
   3. (c) Upon Customer’s request, Corpay will use commercially reasonable efforts to stop a payment or reverse a payment transaction once such transaction has entered the banking system, but Customer acknowledges that Corpay may not be able, and shall have no liability for any failure, to stop or reverse such payment transaction. If Customer requests to cancel or stop a payment to a vendor outside the U.S., Customer shall bear all currency exchange and processing costs and fees associated with the reversal of the payment, including trading losses.
5. Confidential Information.
   1. (a) It may be necessary for each Party (the “Disclosing Party”) to disclose to the other Party (the “Receiving Party”) certain of its proprietary or confidential information in furtherance of the objectives of the MSA or to permit the Parties to perform their respective obligations hereunder, including, without limitation, the rates, terms and conditions of the MSA; technical information; transaction information; or any of the procedures, practices or confidential dealings of the Disclosing Party (the “Confidential Information”). Notwithstanding anything to the contrary in the MSA, business information with respect to vendors that Corpay collects from or independently verifies with such vendor shall not be deemed Customer’s Confidential Information. The Disclosing Party shall identify as confidential or proprietary, or mark as confidential or proprietary, any information disclosed to the Receiving Party Docusign Envelope ID: FE9E22C6-F0BE-482A-9239-D52E4E8B1100 00288811.0 that it deems to be Confidential Information; provided, however, that it shall not be necessary to identify as confidential any information that by its nature should reasonably be known to be confidential or that the Receiving Party accesses through systems or facilities of the Disclosing Party. Confidential Information shall be and shall remain the exclusive property of the Disclosing Party. The Receiving Party shall: (i) not disclose Confidential Information of the Disclosing Party to any third party without the prior written approval of the Disclosing Party or as otherwise permitted under the MSA; (ii) keep Confidential Information of the Disclosing Party confidential and use at least the same level of care to prevent disclosure or unauthorized use of such Confidential Information as the Receiving Party exercises in protecting its own Confidential Information of a similar nature, but in no event less than a reasonable degree of care; (iii) return promptly to the Disclosing Party or destroy all copies and derivatives of Disclosing Party’s Confidential Information upon the Disclosing Party’s written request; and (vi) use Disclosing Party’s Confidential Information only for purposes of furthering the objectives of the MSA or as permitted under the MSA. The confidentiality obligations set forth in this Section 5(a) shall survive any termination or expiration of the MSA for a period of three (3) years thereafter; provided that, as it relates to any Confidential Information that qualifies as a trade secret, such confidentiality obligations shall survive any termination of expiration of the MSA for so long as such Confidential Information continues to qualify as a trade secret under Applicable Law.
   2. (b) The confidentiality obligations set forth in Section 5(a) above shall not apply to any Confidential Information that: (i) was in the Receiving Party’s possession without any obligation of confidentiality prior to receipt from the Disclosing Party; (ii) was received in good faith from a third party not subject to a confidentiality obligation; (iii) now is or later becomes publicly known through no breach of confidentiality obligation by the Receiving Party; (iv) was developed by the Receiving Party without use of or reference to any of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed pursuant to subpoena or other process issued by a court or administrative agency having appropriate jurisdiction; provided that, if permitted by Applicable Law, the Receiving Party gives the Disclosing Party sufficient prior notice to permit the Disclosing Party an opportunity to seek a protective order or an exemption from such requirement.
   3. (c) If Customer was referred to Corpay by a third-party referral, co-marketing or similar partner with which Corpay has entered into a written agreement providing for such referrals (a “Referral Partner”), then Customer authorizes Corpay to provide the Referral Partner with certain information regarding Customer’s use of the Services on a regular basis, including, but not limited to, information regarding Customer’s spend volumes. If Customer has entered into a separate agreement with a third-party integration partner of Corpay (“Integration Partner”) pursuant to which Integration Partner provides account management or other services to Customer, then Customer authorizes Corpay to provide Integration Partner with (i) access to Customer’s account information with Corpay, including certain administrative functions, and (ii) Customer’s transaction data in Corpay’s possession or control. Customer acknowledges and agrees that Corpay shall have no liability to Customer for any actions or inaction of any Referral Partner or Integration Partner, and Customer agrees to indemnify and hold harmless Corpay from any Indemnified Losses (as defined below) arising out of or in connection with any action or inaction of any Referral Partner or Integration Partner.
   4. (d) Customer acknowledges and agrees that all application software developed, utilized and maintained by Corpay (including any software related to the Services provided by Corpay hereunder), the internal hardware utilized by Corpay, the internal operating procedures employed by Corpay, technical information, such as file record layouts, and transaction information, including without limitation Card numbers and any data or information gathered by Corpay, whether at the point-of-sale or otherwise, are solely Corpay’s Confidential Information and, as such, are the exclusive and proprietary property of Corpay. If applicable, the bank identification numbers assigned to all Cards issued in connection with the Services are the property of the Issuing Bank.
   5. (e) Except as required to facilitate Corpay’s performance of any of its obligations under the MSA, Customer shall not disclose to Corpay any personally identifiable information that constitutes protected health information as defined under the HIPAA Privacy Rules.
   6. (f) If applicable, Customer shall maintain the confidentiality of any user identification and password (“Login Credentials”) used to access or use any of the Services, and Customer shall not transfer such Login Credentials, or lend or otherwise transfer access to or use of the Services, to any third party. Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of, any Services, and shall immediately notify Corpay of any unauthorized use of, or any other breach of security related to, the Login Credentials. Customer shall be solely responsible for all transactions and other activities conducted using, as well as the accuracy, quality, integrity, legality, completeness, reliability, and appropriateness of all data supplied by Customer or its Representatives to Corpay under, Customer’s account or Login Credentials, and Corpay shall have no liability for any loss or damage arising from Customer’s failure to comply with the obligations set forth in this Section 5(f).
6. Proprietary Rights; Software Ownership, License and ISP.
   1. (a) All works of authorship, including but not limited to, designs, plans, specifications, programs, computer output, valuations, estimates, reports, data, memoranda, findings, recommendations of every description and every innovation, conception, improvement, discovery or invention and any intellectual property rights associated therewith created, utilized or developed by Corpay or its Representatives in conjunction with the MSA (“Work Product”) shall be and remain the sole property of Corpay, subject to the licenses granted herein. Corpay owns all of the right, title and interest in and to, or has valid licenses to use and incorporate, any software made available to Customer in connection with the Services (the “Corpay Software” and, together with all Order Forms, Statements of Work, User Manuals, Work Product, and Derivative Technology (as defined below), and all intellectual property and proprietary rights pertaining thereto, collectively the “Corpay Property”). All Corpay Property is protected by copyright, trademark, patent or other intellectual property or proprietary rights and laws.
   2. (b) Effective upon the full execution of any applicable Order Form or Statement of Work pursuant to the MSA, and subject to the terms and conditions thereof, Corpay hereby grants to Customer a limited, nonexclusive, nontransferable, terminable, revocable, and non-sublicensable license to (i) access any hosted Services provided under an Order Form or Statement of Work, and (ii) use the Corpay Property solely in the format provided to Customer by Corpay for the sole purpose of accessing and using the Services. Customer hereby grants to Corpay (i) a non-exclusive license to use, reproduce, distribute, modify and display Customer Information as necessary to provide Services to Customer and (ii) a non-exclusive irrevocable and perpetual license to use, reproduce, distribute, modify and display any Customer Information on an aggregated basis in connection with the Services, including improving the results provided thereby. Notwithstanding any other provision in the MSA, Corpay may provide certain Customer Information to its Representatives for the purposes of performing the Services hereunder.
   3. (c) Except for the rights expressly granted herein, Corpay and/or its licensors shall solely own all right, title, and interest in and to the Corpay Property, all discoveries, ideas, designs, original works of authorship, processes, algorithms, inventions, and know-how derived therefrom or related thereto, and all copyrights, patents, trade secrets, and other intellectual property or proprietary rights therein and thereto. Without limiting the foregoing, Corpay and/or its licensors shall retain ownership of all aspects of any work of authorship (including software) that is based upon all or any portion of the Corpay Property, such as a translation, modification, correction, addition, extension, upgrade, improvement, adaptation, abridgment, recasting, transformation, or elaboration (“Derivative Technology”), regardless of creator, including all right, title and interest in and to the Derivative Technology and all intellectual property rights in the Derivative Technology. Upon the expiration or termination of the MSA, the applicable Order Form, or the applicable Statement of Work, the licenses and related rights herein granted to Customer shall immediately terminate in their entirety and revert to Corpay, and Customer shall cease any further use of Corpay’s trademarks, the Corpay Property, and any intellectual property rights therein. All rights not expressly granted to Customer hereunder are reserved to Corpay and its licensors.
   4. (d) Customer may not, directly or indirectly, (i) copy, develop, decompile, reverse engineer, or otherwise attempt to derive source code, underlying ideas or algorithms from the Corpay Software, in whole or in part; (ii) remove alter, or obscure any copyright, trademark, patent, logo, government restricted rights, or other notices or legends; (ii) modify, adapt, recast, compile, translate, or create derivative works from, utilizing, or based upon the Corpay Software, User Manuals, or related Corpay Confidential Information or intellectual property rights, or use the same for application Docusign Envelope ID: FE9E22C6-F0BE-482A-9239-D52E4E8B1100 00288811.0 development purposes or in a manner adverse to Corpay and/or its affiliates; or (iv) allow access to the Corpay Software by any person or entity other than Company and its authorized Representatives, including any use on a time share or “service bureau” basis.
   5. (e) To use Corpay Software and the Services, Customer must have its own Internet Service Provider (“ISP”) or other means of accessing the Internet, the necessary computer equipment and software, and a compatible browser. Corpay is not responsible for the actions or inactions of Customer’s ISP. Corpay is not responsible for any error, failure or malfunction of Customer’s computer or software. Corpay is not responsible for, and Customer shall indemnify and hold Corpay harmless from, Indemnified Losses arising out of or in connection with, any security breach, compromise, intrusion, misuse and/or failure accomplished via, using, or exploiting Customer’s firewall, computer hardware, computer software, or computer network through which Customer accesses the Corpay Software or any Services.
7. Default; Termination.
   1. (a) In the event of Customer’s breach or default under the payment terms of the MSA, Corpay shall have the right to immediately suspend any of the Services until such breach is cured. In the event such breach or default is not cured within a reasonable period not to exceed ten (10) days, Corpay may thereafter terminate the MSA, the applicable Order Form, or the applicable Statement of Work upon written notice to Customer and without liability to Corpay. In the event of any other default under the MSA by either Party, the non-defaulting Party shall provide the defaulting Party written notice of the nature of the default. The defaulting Party shall have thirty (30) days from the date of the default notice to cure the default, and if the default is not cured within such period, then the non-defaulting Party may thereafter terminate the applicable Order Form or the applicable Statement of Work upon written notice to the defaulting Party. In addition to any other rights of termination hereunder, either Party may terminate the MSA, the applicable Order Form, or the applicable Statement of Work upon prior written notice with respect to any individual state or jurisdiction if the terminating Party can demonstrate, with documentary support, that changes in Applicable Laws or the interpretation thereof will make the performance of such Party’s obligations hereunder, under the applicable Order Form, or under the applicable Statement of Work not commercially feasible. The effective date of termination under the preceding sentence will be ninety (90) days from the date notice is delivered, or upon the effective date of the new or amended Applicable Law, whichever occurs sooner. Customer’s obligation to pay for all outstanding amounts incurred before the effective date of termination shall survive termination. Any disbursement of incentives or similar payments from Corpay to Customer are conditioned upon and subject to Customer’s compliance with the terms and conditions of the MSA. For clarity, any notice of termination of an individual Order Form or Statement of Work shall not be construed as a notice of termination for the entire MSA, any other Order Form, or any other Statement of Work unless such notice expressly provides for such termination. In the event there are further transactions between Corpay and Customer after termination of the MSA or any Order Form or Statement of Work, such transactions shall not be construed as a renewal of the MSA or any terminated Order Form or Statement of Work or as a waiver of such termination, but all such transactions shall be governed by terms identical to the MSA and any previously applicable Order Form or Statement of Form, unless otherwise agreed in writing.
   2. (b) Corpay may immediately terminate the MSA, any Order Form, or any Statement of Work in the event that Applicable Law, the Mastercard network or Fifth Third Bank, National Association, headquartered in Cincinnati, Ohio or a another financial institution as designated by Corpay (the “Issuing Bank”) prohibits any of the Services or the Issuing Bank ceases to be a network member of Mastercard or a payment card issuer; provided, however, that Corpay shall endeavor to provide Customer with advance notice thereof.
   3. (c) For purposes of the MSA, the term “Applicable Law” means the following as in effect from time to time: (i) any and all applicable federal, state, provincial and local laws, statutes, ordinances, orders, codes, rules, regulatory guidance, regulations or other requirements having the force of law that govern or affect the MSA, the subject matter under the MSA, or the Parties rights and obligations under the MSA; (ii) any and all supervisory directives, policies, practices, protocols, standards and guidance of regulators having jurisdiction over the Issuing Bank governing or affecting the MSA, or the subject matter thereof, (iii) any and all directives, policies, practices, protocols, codes, standards and guidance of regulators which, although not necessarily having force of law, is regarded by such regulator as requiring compliance as if they had force of law; and (iv) any and all bylaws, rules, operating regulation, guidelines, requirements, standards, or mandates of any kind promulgated from time to time by the Mastercard or other network.
8. Indemnification; Limitation of Liability.
   1. (a) Customer shall indemnify, defend and hold harmless Corpay, its affiliates, and their respective officers, directors, members, shareholders, employees, agents, contractors, successors and assigns (each a “Corpay Indemnified Party”), from and against any and all claims, suits, actions, proceedings, judgements, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) asserted by a third party (collectively, “Indemnified Losses”) relating to or arising from: (i) any breach of the MSA by Customer or its Representatives; (ii) illegal or fraudulent acts of Customer or its Representatives, (iii) Customer’s use of the Services, including any payment initiated or made by Customer using the Services; (iv) any other action taken or omitted by Corpay pursuant to Customer’s instructions or in reliance on information provided by Customer, (v) a claim that any Customer Information infringes or misappropriates any third party intellectual property rights, or (vi) Customer’s misuse, disclosure or distribution of any Customer Information, in each case except to the extent such Indemnified Losses are caused solely by Corpay’s breach of the MSA. The Corpay Indemnified Party will give prompt notice of any Claim to Customer, who will defend the Corpay Indemnified Party at the Corpay Indemnified Party’s request. Corpay will have the right to, at Customer’s expense, assume the exclusive defense and control of any such claim, and Customer will not in any event settle any claim without Corpay’s prior written consent.
   2. (b) IN NO EVENT SHALL EITHER PARTY HAVE LIABILITY TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING CLAIMS FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION, UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH PARTY WAS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. CORPAY’S SOLE RESPONSIBILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, FOR DAMAGES CAUSED BY CORPAY’S BREACH OF THE MSA, ERROR, DELAY, OR ANY ACTION OR FAILURE TO ACT SHALL BE LIMITED DURING THE TERM TO DIRECT MONETARY DAMAGES NOT TO EXCEED THE TOTAL CORPAY REVENUE EARNED UNDER THE APPLICABLE ORDER FORM OR STATEMENT OF WORK DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCURRENCE OF SUCH LOSS. FOR CLARITY, WITH RESPECT TO ANY LIABILITY THAT CUSTOMER SEEKS TO RECOVER FROM CORPAY, THE APPLICABLE LIMITATION OF CORPAY’S LIABILITY SHALL BE DETERMINED BASED ON THE CORPAY REVENUE EARNED UNDER THE ORDER FORM OR STATEMENT OF WORK PROVIDING FOR THE SERVICES GIVING RISE TO SUCH LIABILITY. FOR PURPOSES OF THIS PROVISION, “CORPAY REVENUE” SHALL MEAN THE PORTION OF MASTERCARD INTERCHANGE RECEIVED AND RETAINED BY THE APPLICABLE CORPAY AFFILIATE WITH RESPECT TO CUSTOMER’S SPEND ONLY THROUGH THE SPECIFIC SERVICES GIVING RISE TO LIABILITY, PLUS ANY FEES PAID BY CUSTOMER TO CORPAY AND EXCLUDING ANY INCENTIVE OR REBATE AMOUNTS PAID TO CUSTOMER, CHARGE BACKS, AND/OR CREDIT LOSSES IN CONNECTION WITH SUCH SERVICE.
   3. (c) EXCEPT AS OTHERWISE PROVIDED UNDER THE MSA, IN NO EVENT MAY CUSTOMER BRING ANY CLAIM OR CAUSE OF ACTION MORE THAN ONE YEAR AFTER THE FACTS GIVING RISE TO SUCH CLAIM OR CAUSE OF ACTION OCCURS. BOTH PARTIES AGREE THIS SECTION 8 FAIRLY ALLOCATES THE RISKS IN THE MSA BETWEEN THE PARTIES. THE PARTIES FURTHER AGREE THAT THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 8 WILL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THE MSA OR ANY LIMITED REMEDY HEREUNDER.
9. Fees. Customer agrees to pay to Corpay the fees set forth in each applicable Order Form and Statement of Work. Unless otherwise provided in an Order Form or Statement of Work: (i) Corpay shall submit invoices to Customer for any such fees payable to Corpay; (ii) for all setup fees set forth Docusign Envelope ID: FE9E22C6-F0BE-482A-9239-D52E4E8B1100 00288811.0 in an applicable Order Form or Statement of Work, Corpay shall submit an invoice upon Customer’s execution of the applicable Order Form or Statement of Work; (iii) Customer shall pay any and all one-time setup or implementation fees set forth in each Order Form within thirty (30) days after Customer’s execution of such Order Form; (iv) Corpay shall commence submission of invoices to Customer for all monthly and transactional fees set forth in each Order Form ninety (90) days after Customer’s execution of the applicable Order Form(s) or, if applicable, within thirty (30) days after the first production transaction through the applicable Services; and (v) Customer shall pay each invoice within thirty (30) days after the date of such invoice. For clarity, this Section 9 does not apply to any amounts owed by Customer under a credit account extended by Corpay, which amounts shall be paid by Customer in accordance with the payment terms set forth in the applicable Order Form or Statement of Work.
10. Statements; Reporting. If applicable, Corpay shall make available on-line billing statements and reports. For statements involving Cards, Customer understands and agrees that Corpay may filter data received from merchants from time to time as necessary to provide complete reporting information to Customer when the merchant is unable to deliver complete purchase detail. Customer shall be responsible for reporting or disputing any rebate errors or payment within two (2) months of receiving the applicable rebate. If Corpay does not receive such report or dispute in that time, Customer shall forfeit any right to a rebate amount accounting or payment correction.
11. Disputed Items. If applicable, Customer must notify Corpay in writing (which, if applicable, includes filing through the web portal at iConnectdata.com) of any disputed item on Customer’s billing statement within sixty (60) days after the date of the billing statement, or such billing statement will be deemed undisputed and accepted by Customer. Unless required by law, Corpay is not responsible for any problem Customer may have with any goods or services charged to any Cards issued to Customer. If Customer has a dispute with a merchant about a transaction involving a Card, Customer must pay Corpay and attempt to resolve the dispute with the merchant prior to sending the dispute to Corpay. If Customer is unsuccessful in resolving the dispute directly with the merchant, Corpay will attempt to process the dispute through Mastercard subject to the Mastercard rules, as they may be changed from time to time in Mastercard’s sole discretion. Corpay is not responsible if any merchant refuses to honor Cards.
12. Right of Setoff and Recoupment. Corpay shall have the right to setoff and apply any amounts owing by Corpay to Customer against any amounts owing from Customer to Corpay pursuant to any agreement between the Parties or any amounts in the possession of or under the control of Corpay. Additionally, Corpay may temporarily withhold any Rebate or incentive at Corpay’s sole discretion for the duration of any dispute between the Parties arising under the Agreement terms.
13. Force Majeure.
    1. (a) Each Party (the “Impacted Party”)shall be excused from performance under the MSA for any period to the extent such Party is prevented from performing any obligation, in whole or in part, except for any of Customer’s obligations to make payments to Corpay hereunder, as a result of: causes beyond its reasonable control and without its grossly negligent or willful misconduct, including without limitation, the following events (each a “Force Majeure Event”): (i) acts of God. (ii), fire, flood, earthquake, explosion, natural disasters, or other potential disasters or catastrophes, such as pandemic, epidemics, or other widespread illnesses; (iii) war, acts of terrorism or other hostilities, riot or other civil disturbance; (iv) labor disputes, strikes or other similar disturbances, (v) governmental acts, orders or regulations, (vi) acts of Mastercard, (vii) third-party nonperformance, (viii) failures or closures of financial institutions, including closures as a result of government action; (ix) failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment; or (x) such party having a reasonable belief that performing such obligation would violate any Applicable Law. In allocating the risk of delay or failure of performance of their respective obligations under the MSA, the Parties have not taken into account the possible occurrence of any of the Force Majeure Events listed herein or any similar or dissimilar events beyond their control, irrespective of whether such listed, similar or dissimilar events were foreseeable as of the date of the MSA or applicable Order Form or Statement of Work.
    2. (b) The Impacted Party shall give notice to the other Party as soon as reasonably practicable after occurrence of the Force Majeure Event, stating the period of time the occurrence is expected to continue. The Impacted Party shall use commercially reasonable efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of one hundred twenty (120) consecutive days following written notice given by it under this Section 13, either party may thereafter terminate this MSA upon [ninety (90) days' written notice.
14. Monitoring and/or Recording Communication. Customer understands and agrees that Corpay may in its discretion, but is not obligated to, monitor and/or record any telephone calls or other communications between Corpay and Customer or its Representatives without any further notice for quality control and other purposes related to the Services, and Corpay may use the resulting information for internal purposes or as may be required by Applicable Law. Customer hereby consents to Corpay’s monitoring or recording of any telephone calls and communications with Customer or its Representatives. Customer acknowledges that Corpay may not record all telephone calls or communications, and Corpay does not guarantee that recordings of any particular telephone call or communication will be retained or capable of being retrieved.
15. Taxes. All amounts and fees stated or referred to in the MSA are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, withholding and VAT) (collectively, “Taxes”). Customer shall pay or reimburse Corpay for all federal, state, dominion, provincial, or local sales, use, personal property, excise or other Taxes, fees, or duties arising out of the MSA or the transactions contemplated by the MSA (other than Taxes on the net income of Corpay). Customer is solely responsible for any and all Tax-related obligations in connection with using the Services, including, without limitation, proper withholding and reporting, and Customer agrees to indemnify and hold the Corpay Indemnified Parties harmless from any and all liabilities, including interest and penalties, which are or may be imposed on the Corpay Indemnified Parties pursuant to any such federal, state and local tax laws and regulations.
16. Press Releases, Publicity, Etc. Customer shall not issue any press release or disseminate similar publicity or other information regarding the MSA or the Services provided thereunder without Corpay’s prior written consent. Furthermore, Customer shall not utilize the trademarks, service marks, trade names or logos of Corpay, Issuing Bank or Mastercard, including, without limitation, web site information, instructional or marketing materials or brochures, without the express prior written consent of Corpay, Issuing Bank or Mastercard, as applicable.
17. Independent Contractors. None of the provisions of the MSA are intended to create nor shall be deemed or construed to create any relationship between the Parties other than that of independent entities contracting with each other solely for the purpose of effecting the provisions of the MSA. Neither of the Parties, nor any of their respective Representatives, shall be construed to be the employer of the other Party
18. Compliance. To help the government fight the funding of terrorism and money laundering activities, U.S. federal law requires Corpay to obtain, verify, and record information that identifies Customer (and any guarantor or co-maker) as part of initial and on-going customer review processes. Therefore, Corpay may, at Corpay’s sole discretion, require Customer to provide various identifying information that will allow Corpay to properly identify Customer, which may include, without limitation, name, address, taxpayer identification number, and other information. Customer represents and covenants that (i) Customer and, if applicable, any person to whom Customer provides a Card are not currently and shall not become subject to any law, regulation or list of any government agency (including, without limitation, the U.S. Office of Foreign Asset Control list) that prohibits or limits Corpay from conducting business with Customer or such Cardholder, and (ii) Customer shall provide to Corpay, Mastercard or Issuing Bank, upon such party’s request, documentary and other evidence of Customer’s identity or, if applicable, the identity of any person to whom Customer provides a Card, so that Corpay may comply with any Applicable Law or Corpay’s Anti-Money Laundering Policy. Corpay may, in its sole discretion, take any action to comply with Applicable Laws concerning money movement, may refuse to make any payment on behalf of Customer at Corpay’s sole discretion and, if Corpay reasonably believes that any of the Services have been or are being used for any unauthorized, illegal or criminal purpose, disclose to law enforcement information about Customer, Customer’s account with Corpay and any of Customer’s transactions, in each case without any liability to Corpay, provided, however, that Corpay shall endeavor to provide Customer with advance notice of any such event unless prohibited by Applicable Law. Docusign Envelope ID: FE9E22C6-F0BE-482A-9239-D52E4E8B1100 00288811.0
19. Privacy Policy. Corpay’s privacy policy, available online at https://www.corpay.com/en-GB/privacy-policy (“Privacy Policy”), governs Customer’s use of the Services. The Privacy Policy explains how Corpay treats Customer’s personal data and protects Customer’s privacy when Customer uses the Services. The Privacy Policy also explains Customer’s privacy rights, if any. Customer agrees to be bound by and to comply with the Privacy Policy, which is incorporated by reference herein, and acknowledges that any information Customer provides or gives Corpay permission to access may also be used by Corpay’s domestic and international affiliates and partners in connection with an offer of services to Customer. With respect to all matters concerning Customer’s privacy, in the event of any conflict between this MSA and the Privacy Policy, the terms of the Privacy Policy shall control.
20. Notices. All notices or other communications required or permitted to be made or given under the MSA by one Party to the other Party shall be in writing and shall be deemed to have been given when hand delivered or: (i) if sent by e-mail, twenty-four (24) hours after the email is sent to the primary contact email address provided by the receiving Party unless the sending Party receives notice that the e-mail was not delivered; (ii) if by recognized express courier service, on the date delivery is recorded by the courier; and (iii) if by U.S. certified mail, three (3) business days after deposit in the mail with first-class postage prepaid and return receipt requested. Notice shall be addressed, if to Customer, in accordance with Customer’s contact information set forth on the MSA and, if to Corpay, to Corpay, 5301 Maryland Way, Brentwood, TN 37027, attention: General Counsel – Corporate Payments. If Corpay is making or giving any such written notices or other communications to Customer electronically through a Corpay platform through which Customer uses or otherwise accesses the Services, then such notice or other communication shall be deemed to have been given twenty-four (24) hours after such notice is prominently presented to and acknowledged by the Customer.
21. Jurisdiction; Disputes; Arbitration. The MSA shall be exclusively governed by the laws of the State of Delaware without regard to the choice of law rules of such state. In the event of any dispute, potential claim, question or disagreement arising from or relating to the MSA or the breach thereof (collectively, a “Dispute”), the aggrieved Party shall notify the other of the aggrieved Party’s intent to address and resolve the Dispute, and the specific terms of such Dispute. The Parties shall use their commercially reasonable efforts to promptly settle the Dispute. If the parties do not resolve the Dispute within thirty (30) days following the aggrieved Party’s notice, then, upon notice by either Party to the other, the Dispute shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with the provisions of its rules applicable to commercial disputes. The arbitration shall be conducted on a confidential basis in Wilmington, Delaware, or another location agreed to by the Parties. The arbitration shall be conducted before a single arbitrator experienced in contract, finance and technology law; except that any dispute involving claims in excess of $500,000 may be, at the election of either party, conducted before a panel of three such arbitrators. Any decision or award shall be in writing and shall provide an explanation for all conclusions of law and fact. The arbitrator may award the prevailing Party on each claim or defense, if any, as determined by the arbitrator in arbitrator’s sole discretion, some or all of its reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, out-of-pocket expenses such as copying and telephone expenses, witness fees and reasonable attorneys’ fees. This arbitration provision shall survive: (i) termination or changes in the MSA; and (ii) the bankruptcy of any Party. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force. Any different agreement regarding arbitration must be agreed to in writing.
22. Miscellaneous.
    1. (a) Failure to insist upon strict compliance with any of the terms or conditions of the MSA shall not be deemed a waiver of such term or condition, nor shall waiver or relinquishment of any right or power at any time be deemed a subsequent waiver or relinquishment of such right or power.
    2. (b) Corpay may change the terms of the MSA or any Order Form at any time, including, without limitation, in the event of any new or future changes to Applicable Law, the interpretation thereof or changes in the Mastercard network rules, and will notify Customer of any such changes at least thirty (30) days prior to the effective date of such change, unless a shorter notice period is required by Applicable Law or Mastercard network rules. If Customer does not agree to any such change, it may provide written notice to Corpay of its objection to such change within ten (10) days after receipt of notice from Corpay of the change, and, upon receipt of such objection, Corpay may withdraw the change by written notice to Customer. If Corpay does not withdraw the change, it will become effective on the date specified in the original notice of change to Customer; provided that Customer may terminate the applicable Order Form with written notice to Corpay within fifteen (15) days after the effective date of such change. Unless Customer provides notice of its objection as set forth above and exercises its right to terminate in the event Corpay does not withdraw such change, retention or use of the Services after the effective date of any such change will constitute acceptance of the new terms.
    3. (c) The section and other headings contained in the MSA are for reference purposes only and shall not affect the meaning or interpretation of the MSA.
    4. (d) In case one or more of the provisions contained in the MSA, or any application thereof, shall be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained therein and any other application thereof shall not in any way be affected or impaired.
    5. (e) No provision of the MSA shall be construed in favor of, or against, any particular party by reason of any presumption with respect to the drafting of the MSA, and both Parties, having fully participated in the negotiation thereof, hereby agree that the MSA shall not be subject to the principle that a contract would be construed against the party that drafted the same.
    6. (f) Customer may not transfer or assign the MSA, by operation of law or otherwise, without the prior written consent of Corpay.
    7. (g) Corpay may engage any third party in order to perform its responsibilities under the MSA, provided that, with respect to Customer, Corpay shall be responsible for such performance in all respects.
    8. (h) Customer acknowledges and agrees that electronic records and signatures shall have the full legal effect of a written instrument.
    9. (i) In the event that the amounts owed by Customer to Corpay are turned over to a collection agency or an attorney for collection of unpaid amounts or otherwise to enforce the MSA, Customer agrees to pay all costs, fees and expenses of such agency or attorney, including, without limitation, court costs and out-of-pocket expenses.
    10. (j) All fees or other amounts to be paid by Customer to Corpay under this MSA shall be denominated in U.S. dollars.
    11. (k) Corpay is not responsible for fees or other charges charged to vendors, if any, by such vendors’ banks for receiving Customer funds.
    12. (m) All financial statements and compliance with U.S. Generally Accepted Accounting Principles, Internal Revenue Service and statutory tax requirements and/or the U.S. Securities and Exchange Commission’s SX and SK requirements under the Securities Exchange Acts of 1933 and 1934 are the responsibility of Customer and Corpay does not accept any of the Customer’s responsibilities in relation to the validity and correctness of Customer’s financial statements, tax filings or obligations under any provision of the Securities Exchange Acts of 1933 and 1934.

Schedule 2: Corpay Cards Service Agreement

Corpay Cards Service Agreement

These General Terms and Conditions (these “General Terms”), as incorporated by reference into the MSA, govern one or more Order Forms or Statements of Work entered into by the Parties from time to time under the terms of the MSA and are effective upon full execution of the MSA.

1. Services. Corpay will provide Customer with one or more accounts through which Customer may access the Mastercard and Corpay card networks and the financial information and other services provided for in this Order Form (collectively, the “Account”). In connection with the Account, Corpay, in accordance with Customer’s request, shall provide special CorpayÒMastercard Corporate CardsÒ, which may include fleet, purchasing, T&E multi-cards and virtual cards (collectively, “Cards”), and which are issued by Issuing Bank. Corpay is an agent or representative of Issuing Bank or its affiliates. All Cards issued to Customer shall remain the property of the Issuing Bank and must be returned or destroyed (with certification of destruction) upon request. Corpay or the Issuing Bank may cancel, revoke, repossess or restrict the use of Cards at any time. The primary terms of the services provided hereunder are as follows (the “Primary Terms”):
   
   Other Fees:
   
   Free standard shipment of Mastercard physical Card orders is provided using USPS services. The following fees will be applied to all Mastercard physical Card orders that are shipped via overnight service to the same address:
   • Overnight $30* per 200 physical Cards
   • 2-Day = $20* per 200 physical Cards
   • International = $80* per 200 physical Cards
   *Local sales tax may apply. Applies once to physical Cards shipped to the same address.
2. Term. The term of this Order Form shall be coterminous with the Initial Term under the MSA unless earlier terminated pursuant to the MSA. After the Initial Term, the term of this Order Form shall automatically renew for successive periods of one (1) year each (each a “Renewal Term” and, together with the Initial Term, the “Term”), unless either Party provides the other with written notice of its intention to forego such renewal at least one hundred eighty (180) days prior to the end of the Initial Term or the Renewal Term, as applicable, subject to earlier termination in accordance with the MSA.
3. Account Access. Customer’s representatives shall access the Account only as required to administer Customer’s Card program and for no other purpose. Customer agrees to notify Corpay immediately of any unauthorized use of, or access to, the Account or any passwords or other security codes or procedures used to access the Account or Corpay’s system. To the fullest extent permitted under applicable law, Customer acknowledges and agrees that it is liable for unauthorized or fraudulent use of the Account until it has notified Corpay of such unauthorized access or use. Customer will not be liable for unauthorized charges on a Card that occur after Customer notifies Corpay of the loss or theft of such Card.
4. Credit Limit; Credit Information. If applicable, Corpay will establish for Customer an account through which Corpay may extend credit to Customer and for which Corpay will set a credit limit (the “Credit Account”). The credit limit is subject to periodic review and adjustment by Corpay in its sole discretion. Customer shall provide Corpay with such financial information as Corpay may reasonably require, including, without limitation, annual financial statements, within a reasonable time after Customer’s fiscal year-end and interim financial statements as requested by Corpay. Customer authorizes Corpay to make any credit investigation Corpay deems necessary and appropriate and to request reports from credit bureaus in connection with any Order Form or any update, renewal or extension of credit. Corpay may furnish information with respect to Customer’s Credit Account to credit bureaus or others who may properly receive such information. Customer shall repay Corpay for all credit extended by Corpay and shall not allow its unpaid balance, including unbilled transactions, fees and other charges on the Credit Account, to exceed its credit limit at any time. If Customer exceeds its credit limit, then Corpay may require immediate payment, suspend further service, and assess additional fees detailed in the MSA, including, but not limited to, an over-limit fee.
5. Security. From time-to-time Corpay may request Customer to provide security for the performance when due of Customer’s obligations hereunder. Customer understands and agrees that it is under no obligation to provide Corpay with such security, but the refusal to provide security when requested may result in adverse credit determinations by Corpay. Any security provided shall be in the amount and form as required by Corpay in its reasonable discretion. The Credit Account will not be available to Customer until such security is accepted by Corpay in its sole discretion.
6. Payment Terms. Docusign Envelope ID: FE9E22C6-F0BE-482A-9239-D52E4E8B1100 Ver. 012323
   1. (a) Non-Revolving. Customer shall be responsible for any credit extended on the Credit Account. The Credit Account is not a revolving credit account and the total amount shown on each account statement (the “Total Amount Due”) is due and payable by the date shown on the account statement. The Total Amount Due includes transactions posted since the last statement date, applicable account and service fees, amounts past due, late payment charges, charges for returned checks and other applicable charges. For international transactions, the transaction amount includes a Mastercard cross-border fee and a Mastercard currency conversion assessment fee which are subject to change in Mastercard’s sole discretion.
   2. (b) Late Fee and Default Interest. If Customer does not make full payment of the Total Amount Due on the due date, then Customer shall pay a late payment fee equal to the greater of: (i) $150 or (ii) 9.99% of the past due portion of the Total Amount Due (excluding any previous late fees and any default interest charges). In no event will such late charge exceed the lesser of $9,999 or the maximum amount permitted by Applicable Law. In addition, in the event the Total Amount Due is not paid by the due date, Corpay may assess a default interest charge at a rate equal to the weekly average prime loan rate as published by the Federal Reserve plus 4% per annum. The default interest is assessed on the Total Amount Due (excluding any late fees and any previous default interest charges) for the period of time such amount remains unpaid beyond the due date. In no event will the default interest rate exceed the maximum rate permitted by applicable law.
   3. (c) Corpay may charge the following fees or the maximum amount permitted under applicable law in each of the following scenarios, whichever is less: (i) a returned payment fee of twenty dollars ($20); (ii) an over-limit fee of fifty dollars ($50) each time Customer’s Credit Account balance exceeds the credit limit; (iii) if Customer has closed its Credit Account, a reinstatement fee of five hundred dollars ($500) to reinstate such Credit Account, which reinstatement may be subject to additional credit review and approval by Corpay; and, (iv) if Customer requests paper copies of billing statements and reports, a fee of twenty dollar ($20.00) per billing cycle.