. Pay Virtually Any Bill with Credit Cards - Terms of Services | Plastiq

Accept Terms of Service

Introduction

About your Account

Funding

Payment Requests

Cross-Border Payments

Restricted Activities

Payment Issues and Closure of Account

Promotions

Other Legal Terms

Effective Date: May 26, 2020

Introduction

You agree that by browsing, registering for, accessing or using any of our Services (described below), you acknowledge that you have read, understood, and agree to be legally bound by these Biller Acceptance terms of service (the “Plastiq Acceptance Agreement”), including any additional guidelines referenced in this agreement (including our Privacy Policy

1.1 SERVICES

This Plastiq Accept Agreement applies to Plastiq, Plastiq branded apps, Plastiq-related sites, apps, communications and other services that state that they are offered under this Agreement (“Services”). Plastiq’s all-in-one payment acceptance hub allows you to accept credit cards and debit cards without losing any part of the payment to transaction fees typically imposed by other service providers. The offering comes with features such as customized Plastiq payment pages for businesses, enhanced payment monitoring and reporting, and customized payment requests for individual customers.  As such, all considerations associated with payment authorization and remittance, including but not limited to regulatory, compliance, and operational responsibilities to state, federal, and payment network authorities are managed by Plastiq and governed by the User Terms of Service

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

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

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

PLASTIQ

You (also referred to as “Biller”) are entering this Agreement with Plastiq (also referred to as “we” and “us”).

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

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

1.2 FUND OWNERSHIP

Principal funds do not pass into Plastiq’s legal ownership at any time from payment initiation to successful delivery, including any subsequent refunds.

Plastiq uses an account at Silicon Valley Bank (SVB) that is held in SVB’s name. The account title also shows that this account is for the benefit of customers of Plastiq. Plastiq has the right to instruct SVB on the use of funds in the account, including to request  funds from payers and to then send funds to you based on your instructions.

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

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

1.3 CHANGES

We may modify this Agreement, and/or our Privacy Policy from time to time. If we make material changes to it, we will provide you notice through our Services, or by other means, to provide you the opportunity to review the changes before they become effective. We agree that changes cannot be retroactive. If you object to any changes, you may close your account. Your continued use of our Services after we publish or send a notice about our changes to these terms means that you are consenting to the updated terms.

About your Account

2.1 ELIGIBILITY REQUIREMENTS

In order to use the Services, you must open an account with us (a “Plastiq Accept Account” or “Account”). To be eligible, you must be a business, a sole proprietor, or a bona fide charitable organization located in the United States and Canada. Your business may also be subject to additional eligibility requirements, which are subject to change at any time and may not be explicitly disclosed. Plastiq retains the right to approve or deny access to the Services at its sole discretion.

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

Plastiq Acceptance Account to any outside party other than yourself, and you will take reasonable precautions to safeguard your password and other authentication details and keep them confidential. You are responsible for all actions submitted and data accessed by your Acceptance Account, and Plastiq holds no liability for any costs, difficulties, or disputes arising from unauthorized or compromised usage of your Acceptance Account, except where Plastiq has explicitly accepted responsibility.

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

PLASTIQ ACCEPT ACCOUNT

Registering for a Plastiq Account requires you to provide the following information:

  • Business Name
  • Business Address
  • Business Type and Description
  • Business Logo
  • Business Contact and Title
  • Email Address
  • Phone Number
  • An Eligible Funding Method
  • Tax Identification Number (such as an EIN)
  • Banking Details
  • A Secure Password

You agree to provide complete, accurate, and up-to-date information for all of the above. Additionally, your email address and phone number must be confirmed in order to complete your registration.

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

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

You can also use your Plastiq account to add additional users to your account, so that your colleagues or employees can request payments from the same account. Plastiq will allow five (5) accounts per organization. A Plastiq Accept Account will be created for your primary Plastiq contact, and he or she will then have the ability to provision additional accounts within the Plastiq Accept Account. Employees can be assigned to groups which determine their access and management permissions.

You agree that you take responsibility for the provisioning and management of Accounts, and furthermore for the consequences of all actions submitted and data accessed by your employees.

2.3 IDENTITY AUTHENTICATION

Personal Data provided through accessing the plastiq.com website, including all subpages and successor pages (the “Website”) and using the Services is governed by our Privacy Policy located at plastiq.com/privacy

Plastiq reserves the right to review or place a hold on any payment requested through our Services for any reason, including but not limited to credit and fraud risk or compliance with applicable laws, such as anti-money laundering regulations, combating terrorist financing laws and OFAC sanctions. In our sole discretion, Plastiq may place a hold on a payment for as long as reasonably necessary to conduct an appropriate inquiry regarding a payment, a Plastiq Accept Account, a Recipient, or any related facts or circumstances. Depending on the results of this review, Plastiq reserves the right to take any appropriate action, including declining the payment, refunding the payment, or continuing to hold the payment pending instructions from a government agency.

2.4 INAPPROPRIATE USE

If we have reason to believe that you have used our Services inappropriately, we may close, suspend, or limit your access to your Account or the Services; hold, return, or reclaim funds; update information provided third parties; decline to provide Services to you or related parties in the future; contact your bank, other Users, law enforcement, or other third parties; or take legal action.

2.5 APPLICABLE TAXES AND PENALTIES

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

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

2.6 USE OF THE SERVICES AND COMPANY PROPERTIES

Use of any of the Software, the Widgets, the Website, the Services, and the information and content available on the Website and in the Application and Services (each, a “Company Property” and collectively, the “Company Properties”) are governed by the terms of this Agreement. At no time will we provide you with any tangible copy of our software. Any copying or redistribution of the software is prohibited, including any copying or redistribution of the software to any other server or location. Subject to your compliance with the agreement, we grant you a non-assignable, non-transferrable, non-sublicensable, revocable non-exclusive license to use the software for the sole purpose of enabling you to use the Services in the manner permitted by this Agreement.

2.7 DATA SHARED WITH PLASTIQ

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

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

2.8 BUSINESS-PROVIDED CONTENT

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

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

2.9 YOUR OBLIGATIONS

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

  • Present Plastiq as a payment option to your customers, in no less favorable positioning than other options, via approved presentation of the Plastiq logo and any applicable Card Network marks.
  • Only accept payment for bona fide legal commercial transactions.
  • Credit customers in a timely manner for payments committed by Plastiq.
  • Comply with all information requests from Plastiq regarding a Payment or customer.
  • Comply with any applicable Network Rules defined and enforced by Financial Services Providers or Card Networks.
  • Deliver your goods or services as advertised, in their entirety, on time, and to the satisfaction of your Customers.
  • Ensure all information provided to Plastiq is kept current, accurate, and complete.
  • Ensure any integrations are continually updated to the latest versions of our APIs and Services.

2.10 EXTERNAL LINKS

The Web Site may contain links to third‐party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content, products, or services (collectively, “Content”) of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any Content located on such External Sites.

We are not responsible for the Content of any linked External Sites and do not make any representations regarding the accuracy or functionality of any Content on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.

2.11 RESTRICTIONS

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

Funding Methods

3.1 FUNDING METHODS

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

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

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

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

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

3.1.A BANK TRANSFERS

Plastiq supports payment delivery by bank transfer​ in the following geographies:

  • United States (USD), via the Automated Clearing House (ACH) network
  • Canadian Payments Association (CPA) system

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

3.1.B DEBIT AUTHORIZATIONS

To handle any financial obligations to Plastiq arising from issuing Refunds, handling exceptions, or other adjustments, you hereby authorize Plastiq to debit your banking details via the Automated Clearing House (“ACH”) system while this authorization remains in effect. You understand that Plastiq will notify you of the debit. You understand that this authorization will remain in effect until you cancel it in writing or revoke it by terminating your Plastiq Accept Account, and you agree to update your account information with Plastiq with the most up-to-date information.  Furthermore, you authorize Plastiq to debit, if the payment is returned for any reason, a rejected/returned item fee of $25 or the maximum amount allowed by law.

Plastiq may need to retrieve funds from your account due to incorrect payment details and/or chargebacks. If this is the case, you authorize Plastiq to retrieve the funds via ACH.

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

3.1.C PROGRESSIVE VERIFICATIONS

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

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

License and Fees

Subject to this Agreement, including payment of all Service Fees, Plastiq grants you a personal, limited, non-exclusive, non-assignable, non-transferable and non-sublicensable license to access and use the Service, including without limitation the software that enables the Service, together with any updates, bug fixes, help content, and other related materials that Plastiq provides to you (collectively, the “Software”), solely for your own use for so long as you are authorized to use the Service.  You acknowledge and agree that if you are in violation of this Agreement, Plastiq may, in its sole discretion and without notice to you, immediately suspend or terminate your license and/or access to the Service.

Plastiq reserves and retains all rights in the Service not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret, and other intellectual property laws. Plastiq and its licensors, if any, own the title, copyright, and other worldwide intellectual property rights in the Service and all copies thereof.  This Agreement does not give you any rights in Plastiq’s or its licensors’ intellectual property, including its trademarks or service marks.

4.1 FEES AND PAYMENT TERMS

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

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

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

4.2 SUBSIDY

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

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

Payment Requests

5.1 PAYMENT REQUESTS

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

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

For certain payment methods, like EFT and/or wire payments, you, the Biller, will also be charged a fee by the bank. By signing this Agreement, you agree to absolve Plastiq from any liability for any bank fees or charges levied against your account as a result of an EFT and/or wire payment.

Certain credit card networks do not support certain types of transactions. Please note that your method of payment may not support the type of transaction you wish to make. For more information on the types of transactions that each credit card network supports, please visit this page.

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

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

5.2 PAYMENT REQUEST REVIEW

At any time post-submission, your payment request may be subject to review (“Payment Request Review”), which serves to better understand the nature of and reason for your payment request. During this review process and for any reason, Plastiq may place a temporary hold on the delivery of your payment, and may request more information from you including but not limited to verification of your identity, an associated bill or invoice, or other evidence of your payment terms with the payer, in order to fulfill the payment.

Communications from our Account Services team may be initiated via email using the contact details you provided for your Plastiq Accept Account. You acknowledge that Plastiq’s ability to efficiently and effectively review your payment request is reliant upon your cooperation, and you absolve Plastiq from any negative impacts to the delivery of your payment arising from delayed, incomplete, or insufficient responses to our inquiries.

At its sole discretion, Plastiq reserves the right to cancel any payment. In such cases and as permitted by applicable law, funds will be returned to the payer in the original payment method, or, if necessary, via other means. You relieve Plastiq of any liability you may incur, including but not limited to late fees, penalties, or interest due to payments that are held, denied, or reversed.

5.2.A SATISFACTORY GOODS OR SERVICES

By submitting your payment request for processing by the Services, you agree that the goods or services provided to your customer in exchange for the principal have already been rendered.

5.3 REPORTING

Plastiq provides reporting on two major payment statuses:

  • Payments –​ These are payments which have been submitted by your customers, are either being reviewed by Plastiq for risk and compliance reasons, or have been committed for eventual delivery to you. Your adherence to Section 2.9 of this Agreement requires that you credit your customers at the time a payment reaches this status.
  • Completed (Sent or Deposited) Payments –​ These are payments for which funds have been sent or delivered to your specified funding method. Batch totals are provided in these reports for reconciliation with your bank account statements.

It may be worthwhile to note that not all submitted payments will be reflected in your In-Process Payments reports. This is because Plastiq holds liability for all submitted payments, and so we retain the right to hold or refuse a submitted payment if it is deemed too risky to deliver. In such cases, those Payments are moved from a “submitted” status directly into a “cancelled” status, and will not appear in your reporting.

Submitted payments that do not eventually appear in your reporting – either because they have not yet moved into a committed status or because they have been cancelled prior to commitment ‐ may still be located.

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

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

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

Cross-Border Payments

6.1 INTRODUCTION AND IMPLICATIONS

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

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

6.2 EXCHANGE RATE FLUCTUATIONS

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

For example, a difference in exchange rate between the date on which your customer initiates a request for payment delivery via the Services and the Processing Date of a Scheduled Payment may result in the Payment Method being debited for a different amount than that presented at time of submission. Additionally, payment refunds associated with Cross-Border Payments will be subject to current exchange rates, which may differ from the exchange rate observed at time of payment processing. You agree that Plastiq is not liable for any consequences arising from exchange rate fluctuations. If exchange rate fluctuations associated with actions on your payments materially impact Plastiq’s ability to provide its services, Plastiq may seek remedies accordingly.

Restricted Activities

7.1 RESTRICTED ACTIVITIES

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

  1. For unsupported transfers, including sending anti-money

    1. to yourself or an entity in which you have control;
    2. on behalf of another party;
    3. not in direct exchange for a rendered good or service;
    4. to escrow accounts where a contract cannot be provided;
    5. for goods or services whose delivery or completion has not yet been confirmed;
    6. Short term rental and/or vacation payments;
    7. as a donation to an organization not classified as a registered charity;
    8. other than for legitimate payment purposes (e.g., to test or probe card behaviors).
  2. For unsupported goods and services, including

    1. gambling and related activity (such as lotteries, poker chips, bidding fee auctions, sports forecasting or odds making, fantasy sports leagues, internet gaming, contests, sweepstakes, and games of chance);
    2. unsupported debt types – such as credit card balances or uncollateralized personal loans (when using credit cards as the payment method);
    3. certain investment accounts or to fund unsupported investments, including but not limited to 401(k) accounts, 403(b) plans, 457 plans, 529 plans, and IRAs;
    4. drug paraphernalia, synthetic drugs and/or controlled substances and related goods or services;
    5. e-cigarettes, and e-liquid;
    6. online pharmacies, pharmaceutical or nutraceutical products or services, or internet pharmacy referral sites;
    7. gold, diamonds, precious metals;
    8. pornography, obscene materials, bride catalogs, escort services, and sexually-related services;
    9. hate-related material, rape/violence, bestiality;
    10. weapons, jammers, munitions, gunpowder, fireworks, and other explosives;
    11. pawn shops, paper mills, payday loans;
    12. counterfeit goods, ponzi schemes, multi-level/affiliate marketing businesses, or any money making schemes;
    13. resale of social media activity;
    14. travel tickets;
    15. foreign exchanges;
    16. malware, spyware, phone unlocking services;
    17. toxic, flammable, and radioactive materials; or
    18. other goods and services subject to government regulation.
  3. For uses not supported by specific Payment Methods, as stated in this article
  4. In violation or potential violation of applicable law, regulation, rule, or legal interest, including,

    1. sending or receiving potentially fraudulent funds;
    2. in the course of any activity regulated by the Financial Crimes Enforcement Network (FinCEN) or any other relevant regulatory body;
    3. infringement or potential infringement of any party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
    4. acting in a manner that could be defamatory, trade libelous, threatening or harassing;
    5. using your Account or the Services in violation of applicable payment network rules;
  5. In a manner detrimental to our provision of the Services, including

    1. the provision of outdated, false, inaccurate, or incomplete information;
    2. using any promotional or referral programs in a manner deemed abusive or against the intention of said programs;
    3. maintain or using multiple Accounts;
    4. allowing other individuals to access or use your Account;
    5. using an anonymizing proxy;
    6. using the Services in a manner that results in or may result in complaints, disputes between a User and Plastiq, Claims, chargebacks, fees, fines, penalties and other liability to Plastiq, a third party, or you;
    7. imposing unreasonable demands on our technical or personnel resources;
    8. facilitating viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;
    9. using any robot, spider, other automatic device, or manual process to access, monitor or copy our Website without our prior written permission;
    10. using any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our Website or the Services;
    11. taking any action that may cause us to lose any of the services provided by our Recipients, payment processors, or other suppliers;
    12. Reselling, re-skinning, or otherwise distributing our Services;
    13. breaching this Agreement or any other agreement or policy that you have agreed to with Plastiq.

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

For more information regarding restricted payments on Plastiq, please visit our help center 

7.2 ENGAGING IN RESTRICTED ACTIVITIES

Plastiq may request more information relating to your use of the Services to seek to identify Restricted Activities (see Section 7.1 above). You agree to cooperate in any investigation and to provide confirmation of your identity and any Information you provide to us, as we may require.

If we have reason to believe that you have engaged in any Restricted Activities, Plastiq reserves the right to, in its sole discretion and at any time, take any or all of the following actions:

  • Close, suspend, or limit your access to your Account or the Services;
  • Hold, return, or reclaim funds;
  • Update inaccurate information you provided to Plastiq;
  • Refuse to provide Services to you in the future;
  • Contact your bank or notify other Users, law enforcement, or impacted third parties of your actions;
  • Take legal action against you.

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

Payment Issues and Closure of Account

8.1 PAYMENT ISSUES AND INQUIRIES

If you encounter any payment-related issues or have a question about your payments, please contact plastiq-service@plastiq.com. Including any relevant Payment IDs in your messages will help our team provide you better, quicker service. Currently, Plastiq will not refund your Customer’s payment on your behalf.  

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

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

If a payment issue can be traced to some deficiency or defect in the Services, Plastiq will use commercially reasonable efforts to fulfill its responsibilities as represented in this Agreement. You agree that Plastiq is not liable for any costs or difficulty arising from actions we may take in the process of investigating or rectifying a Payment issue.  

8.2 CHARGEBACKS

At times, chargebacks may happen when your customer or cardholder dispute transactions with your business. You are responsible for chargebacks to your Acceptance Account and cooperating with us to resolve these transactions in a prompt manner. There may be occasions when your customer may not be the authorized user of the credit card or your customer may otherwise contest the transaction.  In these instances, you agree to comply with Plastiq’s Account Services team during the Chargeback process, including providing sufficient documentation and assisting to answer any questions during the investigation, and agree to assume the liability associated with such Chargebacks.

We can hold chargeback amounts for future transactions. If you have pending chargebacks, we may delay payouts to you.  If you lose a chargeback, you agree to pay us the full amount plus any fees, and agree that we can debit your linked payment method to recover money you owe. For any transactions that results in a chargeback, we may withhold the chargeback amount in a reserve.  You grant us that we may recover the amount of any chargeback and any associated Fees, fines, or penalties listed in our Fees or assessed by a Network or our processor. If you have pending chargebacks, we may delay payouts from your Plastiq Accept Account.  Further, if we reasonably believe that a chargeback is likely with respect to any transaction, we may withhold the amount of the potential chargeback from payments otherwise due to you until a resolution is reached. If we are unable to recover funds related to a chargeback for which you are liable, you agree to pay us the full amount of the chargeback immediately upon demand. You agree to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred by us for the collection of all amounts unpaid by you.

Further, if Plastiq reasonably believes that a chargeback is likely with respect to any transaction, we may withhold, reject, or refund the amount of the potential chargeback from payments.

8.3 CLOSING YOUR ACCOUNT

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

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

Any payments processed prior to Account closure will be completed by the Services, except those that may be cancelled following a Payment Review, per Section 4.2. All Scheduled Payments whose Processing Dates have not yet passed at the time of Account closure will be considered cancelled.

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

Promotions

9.1 Promotion Terms

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

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

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

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

9.2 REFERRAL PROGRAM

Plastiq offers its Users a referral program (“Referral Program”) to encourage Users to share Plastiq with their contacts. For each contact who registers with Plastiq via the Referral Program and completes the terms of the Referral Program, the referrer will earn fee-free dollars (“FFD”).  The terms of any such Referral Program will be outlined here.

Application of FFD credits may take up to one business day to appear in the appropriate Accounts, excluding any delays caused by payment review or processing. In order for FFD credits to be applied, any referred User must be an individual or business whose identity has never before been associated with a Plastiq Account.

Plastiq may determine the legitimacy of any referral in its sole discretion. You are prohibited from advertising and/or purchasing traffic through pay-per-click networks (e.g. Google, Bing) to drive traffic to the Website with a User’s referral code. You are prohibited from creating similar looking website(s) and/or landing page(s) in an effort to create more referrals. Posting of any referral codes on any Plastiq social media channels or through paid advertisements is prohibited.

In conjunction with the Referral Program, Plastiq reserves the right to withhold or reverse FFD crediting, or to take further action including, but not limited to, closing your Plastiq Account, if it suspects improper usage of the Referral Program, manipulation, falsification or inflation of referrals, fraud, attempted fraud or other violation of this Agreement. Plastiq, in its sole discretion, reserves the right to limit the number of incentive bonuses given under the Referral Program. For more information, please refer to our Referral Program.

Plastiq may partner with entities, publishers, influencers (“affiliates”) for the purposes of promoting Plastiq. These partnerships and compensation are subject to separate agreements applicable to their specific arrangements.

9.3 FEE-FREE DOLLARS

FFDs can be earned or granted in association with various actions, events, or Promotions including but not limited to our referral program (per Section 9.2) or other engagement.

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

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

Other Legal Terms

10.1 Communications: Consent to Electronic Disclosures

Because the Services are provided electronically, you must consent to Plastiq providing important information electronically. Plastiq will issue the following information and disclosures electronically on this Website or via electronic mail (“email”):

  • this Agreement
  • Any future changes to the Agreement
  • The Plastiq Privacy Policy
  • Transaction history information, and
  • Any other notices, legal communications, or disclosures.

To receive this information electronically, and access and retain any disclosures received, you will need a computer with Internet access, and the ability to receive and read email.

By proceeding with use of the Services:

  • You agree to receive information and disclosures electronically on this Website and via email, and confirm that you will download or print any disclosures for your records;
  • You acknowledge that you can access information that is provided electronically on this Website and via email;
  • You are authorizing the delivery of disclosures regarding the Services electronically on this Website and via email and providing your consent to receive electronic communications pursuant to the Electronic Signatures in Global and National Commerce Act and intend that this statute apply to the fullest extent possible;
  • You agree to receive email, SMS, or push notifications regarding the Services.
  •  plastiq.com/privacy

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

Plastiq reserves the right to send all members that have provided an email address updates that are transactional in nature including, but not limited to payment receipts, password reset notifications, and other account-related information in accordance with applicable government regulations.

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

10.2 OPT-IN FOR COMMUNICATIONS

By providing your email address and phone number to Plastiq, you are granting Plastiq implied consent to send business-related communications, including marketing and product updates. As permitted by law, your use of or interaction with the Services provides your consent to receive information calls, text messages, and/or email messages from Plastiq at any of the contact information provided to us in connection with your Plastiq account. We may place these calls or texts for any purpose consistent with this Agreement or our Privacy Policy, including to provide multi-factor authentication or a one-time password, notify you regarding your account, help you with your Plastiq account, or resolve a dispute. Standard rates and text charge may apply. You may opt out of receiving marketing messages at any time via the opt-out link provided in each message.

By providing contact information such as email address and phone number of parties you pay and/or request payments from via the Services, you are granting Plastiq implied consent to send business-related communications, including marketing and product updates. The receiver of the communications may opt out of receiving marketing messages at any time via the opt-out link provided in each message.

Per the Canadian Anti-Spam Law, the affirmative use of a check box by members located in Canada is not interpreted by the Company as explicit consent to receive messages beyond the two-year period permitted with implied consent.

10.3 CONTACTING PLASTIQ

Unless otherwise stated in this Agreement, notices, inquiries, and requests to Plastiq should be emailed to . For your convenience, the Services may also make available communication channels for live chat and support tickets.

Please note that email communications sent to Plastiq for Account-related matters (e.g., late fee reimbursements, refund requests, etc.) must come from the email address listed in your Account. Account-related communications initiated via other channels may require identity verification in order to obtain information or change settings.

In connection with your use of the Website and/or Services, you may elect to submit feedback, suggestions and/or other comments regarding the Website and/or the Services (collectively, the “Feedback”). Plastiq may, in its sole discretion, decide to incorporate some or all of this Feedback into the Website and/or the Services. You hereby grant Plastiq a worldwide, perpetual, nonexclusive, sublicensable, royalty-free license to use, reproduce, distribute, transmit, disclose, display, modify, and create derivative works of all such Feedback. You further represent and warrant that you have all rights necessary to provide Plastiq the Feedback and that the use of the feedback by Plastiq will not violate, infringe, or otherwise misappropriate any third party rights.

11. Limitation of Liability

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

12. Disclaimer of Warranties

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

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

13. General

13.1 Complete Agreement

This Agreement together with any other Plastiq documents, policies and/or agreements referenced herein sets forth the entire understanding between you and Plastiq with respect to the Services. The following sections of this Agreement and all other terms which by their nature should survive, will survive the termination of this Agreement: 11 (Limitation of Liability), 12 (Disclaimer of Warranties), and 13 (General). If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

13.2 INTELLECTUAL PROPERTY

“plastiq.com”, “Plastiq”, and all logos related to Plastiq, are either trademarks or registered trademarks of Plastiq or its licensors. You may not copy, imitate or use them without Plastiq’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Plastiq. You may not copy, imitate, or use them without our prior written consent. All right, title and interest in and to the Plastiq website, any content thereon, the Services, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing, is the exclusive property of Plastiq and its licensors.

13.3CLASS ACTION WAIVER AND BINDING ARBITRATION

In the event of a dispute, claim, or controversy (“Claim”) between you and Plastiq, arising from or relating in any way to this Agreement, the Website, the Services, or to the relationship formed between the parties as a result of this Agreement, including Claims regarding the applicability of this arbitration clause or the validity of the entire Agreement, the Claim shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association (“AAA”) under the AAA’s Commercial Arbitration Rules (or if the value of the Claim is $75,000 USD or less whether or not you are an individual under the AAA’s Consumer Arbitration Rules). All Claims are subject to arbitration, no matter what theory they are based on. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other source of law. Claims and remedies sought as part of a class action, private attorney general, or other representative action are subject to arbitration on an individual (non-class, non-representative) basis only, and the arbitrator may award relief only on an individual (non-class, non-representative) basis. The arbitration will be conducted before a single arbitrator and will be limited solely to the Claim between you and Plastiq. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis.

IN THE ABSENCE OF THIS ARBITRATION AGREEMENT, YOU AND PLASTIQ MAY OTHERWISE HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR A JURY AND/OR TO PARTICIPATE OR BE REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS), BUT EXCEPT AS OTHERWISE PROVIDED ABOVE, THOSE RIGHTS, INCLUDING ANY RIGHT TO A JURY TRIAL, ARE WAIVED AND ALL CLAIMS MUST NOW BE RESOLVED THROUGH ARBITRATION.

If either party prevails in the arbitration of any Claim against the other, the non-prevailing party will reimburse the prevailing party for any fees it paid to the AAA in connection with the arbitration, as well as for any reasonable attorneys’ fees incurred by the prevailing party in connection with such arbitration. Any decision rendered in such arbitration proceedings will be final and binding on the parties, and judgment may be entered in a court of competent jurisdiction. Rules and forms of the AAA may be obtained and Claims may be filed at any AAA office, www.adr.org, or 335 Madison Avenue, New York, NY 10017, telephone 1-800-778-7879. This arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. This arbitration agreement applies to all Claims now in existence or that may arise in the future.

Must file within one year. All Claims must be filed within one year of when the Claim arises. Otherwise, it is permanently barred.

Severability. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, those parts will not be arbitrated but will proceed in court, with the rest proceeding in arbitration. If any other provision of this Arbitration Agreement is found to be illegal or unenforceable, that provision will be severed but the rest of this Arbitration Agreement still applies.

Conflict with AAA rules. This agreement governs if it conflicts with the AAA’s Commercial Arbitration Rules or Consumer Arbitration Rules.

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

Opt out. You agree that Binding Arbitration applies to this Agreement unless you opt out by notifying Plastiq with an email containing your full name and the express intent to opt out sent to legal@plastiq.com within 60 days of your initial visit and/or use of the Website.  

13.4 GOVERNING LAW AND JURISDICTION

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

13.5 PROHIBITION OF CLASS REPRESENTATIVE ACTION

Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis and not in a class or representative action. Neither party to this Agreement will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

13.6 RELEASE OF PLASTIQ

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

13.7 FORCE MAJEURE

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

13.8 SYSTEM AVAILABILITY

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

13.9 ASSIGNMENT

You may not transfer or assign any rights or obligations you have under this Agreement without Plastiq’s prior written consent. Plastiq reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.

13.10 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.

13.11 NO WAIVER

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

13.12 INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Plastiq, its affiliates, and their respective directors, officers, employees, and agents from any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, by any third party due to or arising out of: (a) your access to or use of the Services; (b) your breach of this Agreement; (c) your violation of any law or the rights of a third party; (d) any dispute or issue between you and any third party; (e) your gross negligence or willful misconduct; and (f) any other party’s access to and/or use of the Services using your account and password.

13.13 LANGUAGE

If you decide to use our Services, you expressly agree that the agreement between you and us and any associated documents will be in the English language.