Recipient Terms of Service

Last Revision Date: October 4, 2016

Welcome to Plastiq

Thank you for your interest in partnering with Plastiq! We offer select businesses an unprecedented ability to manage card‐initiated payments from their customers, all at no cost or overhead.

The following is a formal description of what you can expect from using our service. We outline how it all works – including your rights as a business and our policies and procedures which enable us to operate this groundbreaking payment service.

Preamble

This Business Terms of Service ("Agreement") applies to your use of ​www.plastiq.com​ (the "Website") and the Services (as defined herein) and is a legal contract between you and Plastiq Inc. ("Plastiq"/"we"/"us"), including its subsidiary PLV Inc., DBA PLV TX Branch Inc. Any questions regarding this Agreement should be directed to business‐support@plastiq.com. We may amend this Agreement at any time, for example to reflect changes to the Services or compliance with the law and will post notice of the latest version on the Website. The revised version will be effective immediately after we post it. Changes will not apply retroactively. Your continued use of the Services following any update to this Agreement will be deemed acceptance of the updated Agreement. If you do not agree to the modified terms of this Agreement, you should discontinue your use of the Services.

This is an important document, which you must consider carefully when choosing whether to use the services. Please read this agreement carefully prior to using our website. By browsing, registering for, accessing or using any plastiq service, you acknowledge that you have read, understood, and agree to be bound by this agreement, including any additional guidelines referenced in this agreement (including our privacy policy which governs our collection and use of personal information). If at any time you do not agree to these terms and conditions, you do not have permission to use this website and you must immediately terminate your use of the services and follow the applicable instructions in this agreement.

1 Definitions

  1. "Account" or "Plastiq Account" means a business that has been provisioned for access to the Plastiq Services.
  2. "ACH" refers to the Automated Clearing House electronic network for financial transactions in the United States.
  3. "Business", "you", or "your"refers to the entity (or designated representative) that receives Payments initiated via Plastiq.
  4. "Business Portal" or "Portal" refers to the Plastiq web application for access to Plastiq reporting and management of Payment delivery.
  5. "Business Services" or "Services" means all our products and services and any other features, technologies and/or functionalities offered by us on the Website or through any other means.
  6. "Card Networks" refers to Visa U.S.A., Inc.® and Visa International® (“Visa”), MasterCard International Incorporated® (“MasterCard”), American Express Company® (“American Express”), and Discover Financial Services, LLC® (“Discover”).
  7. "Claim" means a claim filed directly against Plastiq.
  8. "Customer" refers to an entity with which you have an existing business relationship, and that holds a financial obligation to you in exchange for the delivery of goods or services.
  9. "Data" means all information transmitted to or accessible through the Services, including personal and payment data.
  10. "EFT" refers to the Electronic Funds Transfer payment distribution service in Canada.
  11. "Employee Account" refers to a user account for access to the Business Portal.
  12. "Financial Services Providers" refers to any bank, money services business, payment network, or other financial intermediary which may be involved in providing the Services.
  13. "Force Majeure" means 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 or Internet service provider failures or delays.
  14. "Funding Method" refers to the means by which Plastiq will deliver Payments to your Business.
  15. "Member Payment Service" or "MPS" means Plastiq’s payment service for Customers, governed by the Plastiq User Terms of Service located at plastiq.com/business-terms.
  16. "Network Rules" means the guidelines, bylaws, rules, and regulations imposed by the Financial Services Providers that operate payment networks used by Plastiq (including the payment card network operating rules for Visa, MasterCard, or the American Express networks; and the NACHA operating rules governing the ACH network).
  17. "Plastiq," "we," "us" or "our" means Plastiq Inc. and its subsidiaries, including PLV Inc. (in Texas, DBA PLV TX Branch Inc.).
  18. "Payment" means the delivery of funds and data via Services in exchange for rendered goods or services.
  19. "Platform"means our infrastructure and applications that enable use of the Services.
  20. "Refund"
  21. "Policy" or "Policies" means any Policy or other agreement between you and Plastiq that you entered into on the Plastiq website, or in connection with your use of the Services.
  22. "Provider" means any third party we use to provide our Services.
  23. "Website" means the plastiq.com website, including all subpages and successor pages.

2 The Plastiq Business Services

2.1 Services Description

Plastiq provides Businesses with Services for reconciling incoming payments submitted via its Member Payment Service.

These Business Services may include but are not limited to: access to and management of customized Plastiq reporting, control over a Business’s presentation and funding method within the Plastiq MPS, and provisioning of Employee Accounts for on‐going relationship maintenance.

2.2 Limitation of Scope

The scope of this Agreement is limited to Business Services which aid in reconciliation of card‐initiated payments.

Plastiq is first and foremost a cardholder payment service. Your Customers enter into direct relationships with Plastiq to help negotiate and fulfill their financial obligations to you. 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, of which you are not a party.

You may, in certain circumstances including funding method specification and Refund submission, issue instructions to Plastiq which impact the flow of funds associated to Payments. In such cases, you warrant that you are acting on behalf of your Customers and in accordance with the relevant provisions of the Plastiq User Terms of Service.

2.3 Impact to Existing Relationships

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.

2.4 Plastiq Business Support

Plastiq offers Business support via email and live chat during business hours. Contact us at business‐support@plastiq.com​ or via the Plastiq Business Portal.

3 Eligibility and Usage

3.1 Eligibility Requirements

At this time, only businesses (including sole proprietors) and bona fide charitable organizations located in the United States and Canada may access the Plastiq Business Services. Businesses may also be subject to additional eligibility requirements, which are subject to change at any time and may not be explicitly disclosed to Businesses.

Plastiq retains the right to approve or deny access to the Services at its sole discretion.

3.2 Data Collection

Personal Data provided through accessing the Website and using the Services is governed by our Privacy Policy located at ​plastiq.com/privacy​. To help the government fight terrorism and money laundering activities, Plastiq obtains, verifies, and sometimes stores certain Personal Data. You authorize Plastiq, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address or financial instruments, and verifying your Information against third party databases or through other sources. If Plastiq cannot verify your identity, Plastiq reserves the right to deny you use of the Services. For more information, please review our Privacy Policy.

3.3 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 MPS 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 a Business.

3.4 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.

3.5 Browser Support

Plastiq supports the latest versions of all major web browsers, and reserves the right to deprecate support for older versions at any time. Web browsers currently supported by Plastiq include Microsoft Internet Explorer 11, Microsoft Edge 12 & 13, Mozilla Firefox 46 & 47, Google Chrome 50 & 51, Apple Safari 8 & 9, iOS Safari 8.4 to 9.2, Chrome for Android 47. Please upgrade to the latest version of your preferred web browser for an optimal experience.

3.6 External Links

The Web Site may contain links to third‐party web sites ("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 web sites 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.

3.7 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 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.

4 Your Business Account

4.1 Business Registration

Registration for access to Plastiq’s Business Services may be initiated via the Plastiq website at plastiq.com/business​ or by contacting Plastiq’s Business Onboarding Team at ​getstarted@plastiq.com​. The following information must be provided, at a minimum:

  • Business Name
  • Business Address
  • Business Type and Description
  • Business Logo
  • Phone and Email for Customer Support
  • Primary Business Contact
  • An Eligible Funding Method (per Section 4.2)

Providing the above information does not guarantee you access to the Business Services, nor does Plastiq make any representations regarding the timeline to gain such access.

More information may be requested from you at time of onboarding to aid in our verification process and account setup.

4.2 Funding Methods

At time of registration 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 a Business’s 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 Business Account and may affect future Payment delivery.

Business 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 Business Services.

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

4.2.1 Bank Transfer

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

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

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

4.2.2 Check (Cheque)

Plastiq supports payment delivery by p​hysical check​ in the following geographies:

  • United States (USD), shipped by check via the United States Postal Service (USPS)
  • Canada (CAD), shipped by cheque via Canada Post

Payments delivered via check (cheque) will generally be delivered within 5 to 7 business days of submission. Please note that Plastiq checks (cheques) are declared void after 30 calendar days, after which they will be cancelled and the Payments returned to your Customers.

4.3 Debit Authorization

To handle any financial obligations to Plastiq arising from issuing Refunds, handling exceptions, or other adjustments, 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.

Please note that execution of a pre‐authorized debit agreement is a requirement for any Businesses who wish to issue Refunds back to Customers’ cards via Plastiq.

4.4 Progressive Verification

Successful provisioning of your Business 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 business.

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.

4.5 Business‐Provided Content

You may use the Services to upload or publish text, images, and other content (collectively, “Content”) to your Plastiq Business Account. You grant Plastiq a nonexclusive, perpetual, and royalty‐free license to use any provided Content without geographic restriction, for example in the Plastiq Business Portal, Member Payment Service, or on other Plastiq‐owned properties and marketing materials.

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.

4.6 Fees

Plastiq’s Business Services are provided free of charge, as is and without warranty of any kind.

4.7 Business Obligations

In return for your use and access of the Plastiq Business 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.

4.8 Add‐On Services

Plastiq’s core Business Services offering includes all the payment delivery and reporting management tools required to accept card‐initiated payments, and it is provided at no cost to Businesses. Plastiq may, however, offer Businesses additional services (“Add‐Ons”) for extended or enhanced capabilities. Such Add‐Ons must be specifically activated and may require the collection of additional business information and the execution of addendum agreements, which may include different terms and fee structures than those outlined in this Agreement.

Plastiq reserves the right to alter the bundling of its core and Add‐On Services at any time.

4.9 Closing Your Account

You may request the closure of your Business Account at any time by emailing Plastiq at business‐support@plastiq.com.​

You may not close your Business Account to evade an investigation, and you will remain liable for all obligations related to your Account even after it is closed. Plastiq also reserves the right to restrict or terminate your Account at any time and without notice. Except where adherence to applicable law prohibits or where Plastiq deems the liabilities unacceptable, any Payments committed to you prior to Account termination will be delivered.

Plastiq may retain data associated to your usage of the Services in accordance with applicable regulatory and compliance obligations.

5 The Business Portal

The Business Portal is the primary means by which you can manage aspects of your Plastiq Business Account. Access to the Portal will be granted upon successful Business registration.

5.1 Employee Accounts

Employee Accounts refer to the individual users which are provisioned for access to your Business Portal. On Business registration, a single Employee Account will be created for your primary Plastiq contact, and he or she will then have the ability to provision additional Employee Accounts. Employees can be assigned to groups which determine their access and management permissions.

You agree that your Business takes responsibility for the provisioning and management of Employee Accounts, and furthermore for the consequences of all actions submitted and data accessed by your Employees.

5.1.1 Per‐Employee Terms

On initial setup of their Business Portal Employee Account, each Employee acknowledges and agrees that they will not provide access to their Plastiq Account to any party other than themselves, and they will take reasonable precautions to safeguard their password and other authentication details and keep them confidential. Plastiq holds no liability for any costs, difficulties, or disputes arising from unauthorized or compromised usage of Employee Accounts, except where Plastiq has explicitly accepted responsibility.

5.2 Reporting

Plastiq provides reporting on two major payment statuses:

  • Committed Payments –​ These are payments which have been submitted by your Customers, reviewed by Plastiq for risk and compliance reasons, and subsequently committed for eventual delivery to you. Your adherence to Section 4.7 of this Agreement requires that you credit your Customers at the time a payment reaches this status.
  • Deposited Payments –​ These are payments for which funds have been 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 Committed 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 to a Business. 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 via the Payment Lookup page in your Business Portal.

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

  • API services
  • Real‐time service webhooks
  • Daily remittance reporting
  • 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 during Business onboarding.

5.3 Refunds

Provided that you have executed Plastiq’s pre‐authorized debit agreement (per Section 4.3), the Business Portal may provide functionality for issuing Refunds on payments. Successfully submitted Refunds will be reflected in your Plastiq reports, and total deposits will be calculated net all payments and Refunds. In the event of a negative net deposit, Plastiq may initiate a debit from your bank account.

5.4 Subsidy

In many cases, Businesses offer to subsidize a portion or all of the Plastiq fees which are charged to their Customers. The Business Portal enables you to specify a fixed, percentage amount of the fees that your Business will cover, causing a direct discount to your Customers’ Plastiq fees.

Subsidies affect the net payment amount delivered to your Business, 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 Business, and you are expected to credit your Customer for a $100.00 payment.

6 Communications

6.1 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.
  • You agree to be bound by our Privacy Policy, located at p​lastiq.com/privacy.

You can withdraw your consent to receive most electronic communications from Plastiq by emailing us at ​business‐support@plastiq.com​ 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.

Plastiq reserves the right to send all Accounts 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, you can do so via the Business Portal.

6.2 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. You may opt out of receiving marketing messages at any time via the opt out link provided in each message.

6.3 Contacting Plastiq

Unless otherwise stated in this Agreement, notices, inquiries, and requests to Plastiq must be emailed to ​business‐support@plastiq.com​. 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 must come from the email address listed in your Account. Account‐related communications initiated via other channels may require identify verification in order to obtain information or change settings.

In connection with your use of the Web Site and/or Services, you may elect to submit feedback, suggestions and/or other comments regarding the Web Site and/or the Services (collectively, the "Feedback"). Plastiq may, in its sole discretion, decide to incorporate some or all of this Feedback into the Web Site 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 otherwise misappropriate any third party rights.

7 Limitation of Liability

In no event shall plastiq, our suppliers and our respective officers, directors, employees and agents (collectively, the "plastiq parties") be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our web site, our service, 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.

8 Disclaimer of Warranties

The plastiq parties provide our services "as is" 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. Plastiq cannot ensure that your Customers will successfully meet all financial obligations to you, either via the Services or other means. 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.

9 General

9.1 Representations and Warranties

By accepting the terms of this Agreement, you represent and warrant that:

  • you are eligible to register and use the Service and have the authority to execute and perform the obligations required by this Agreement;
  • any information you provide us about your Customers, Business, or partnerships is accurate, current, and complete;
  • you will comply with all laws applicable to your business and use of the Services; and
  • you will not use the Service, directly or indirectly, for any fraudulent or illegal undertaking, or to interfere in any manner with the normal operation of the Service.

9.2 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.

9.3 Arbitration

For any Claim (excluding Claims for injunctive or other equitable relief), the party requesting relief may elect to resolve the Dispute in a cost‐effective manner through binding non‐appearance‐based arbitration. If a party elects arbitration, that party will initiate such arbitration through an established alternative dispute resolution (ADR) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

9.4 Governing Law

With respect to Services rendered in the United States, this Agreement will be governed by, and construed in accordance with, the laws of the State of California. With respect to Services rendered in Canada, this Agreement will be governed by, and construed in accordance with, the laws of the Province of Ontario. Each party hereby waives any right to jury trial in connection with any Dispute in any way arising out of or related to this Agreement.

9.5 Class Action Waiver

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.

9.6 Improperly Filed Litigation

All Claims you bring against Plastiq or in respect of the Services must be resolved in accordance with this Agreement. All Claims filed or brought contrary to this Agreement shall be considered improperly filed a breach of this Agreement. Should you file a Claim contrary to this Agreement, Plastiq may recover attorney fees and costs (including in‐house attorneys and paralegals), provided that Plastiq has notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim.

9.7 Release of Plastiq

If you have a dispute with one or more Customers 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.

9.8 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.

9.9 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.

9.10 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.

9.11 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.

9.12 Indemnification

You agree to defend, indemnify, hold harmless, and fully reimburse the Plastiq Parties for any Claim or demand (including attorneys’ fees) made or incurred by any third party due to or arising out of:

  • your breach of this Agreement;
  • your use of the Services;
  • negligent or willful misconduct of your employees, contractors, or agents; or
  • contracts or other relationships between you and other parties.

9.13 Complete Agreement

This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and Plastiq for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and Plastiq, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

9.14 Survival

All provisions of this Agreement that give rise to a party’s ongoing obligation will survive termination of this Agreement, including but not limited to Sections 1 (Definitions), 7 (Limitation of Liability), 8 (Disclaimer of Warranties), and 9 (General).

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