. Pay Virtually Any Bill with Credit Cards - User Agreement | Plastiq

Plastiq User Agreement

Last updated: August 24, 2020.

Introduction

1.1  Agreement

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 this Agreement (even if you are using our Services for business purposes), including any additional guidelines referenced in this agreement (including our Privacy Policy

Services

This 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 allows Users to pay virtually any expense with a credit card, even ones to recipients who do not accept cards. Currently, Plastiq offers its Services to Users in the United States or Canada.  Please note that Plastiq may charge you a fee (“Fee”) for the use of the Services.

Plastiq

You (also referred to as “User”) 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.

Plastiq is an independent, third-party service that is not formally affiliated with your Recipients, except where otherwise indicated. A Recipient is a receiver of funds and data associated with a payment.  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 Recipients.

Accordingly, Plastiq assumes no responsibility and will have no liability for any consequences resulting from your interactions or contracts with Recipients, including but not limited to payment terms, the proper and timely delivery of goods or services, and any associated disputes which may arise. Plastiq in no way endorses, recommends, or bear any responsibility or liability for any products, services or statements presented by your Recipients. Recipient statements and opinions are not representative of Plastiq or its business partners.

1.2 Fund Ownership

Principal funds to most US Recipients 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 receive funds from you and to then send funds to your Recipient 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, 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 change 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 Account” or “Account”). To be eligible, you must: (i) be an individual at least 18 years of age or an entity registered in the United States or Canada and able to form legally binding contracts under applicable law, (ii) have a valid and active email address, and (iii) have a valid payment card (“Payment Method”) issued on the MasterCard®, Visa®, Discover®, JCB®, Diners Club® or American Express® networks.

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.

You agree that you will not provide access to your Plastiq 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 Account, and Plastiq holds no liability for any costs, difficulties, or disputes arising from unauthorized or compromised usage of your 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 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.

2.2  Your Plastiq Account

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

  • Your full name and/or entity
  • Your email address
  • Your phone number
  • Your Tax Identification Number
  • 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.

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 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 Payment 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 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 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.

Payment Methods

3.1 Acceptable Payment Methods

Debit or credit cards issued on the following payment networks may be used as payment methods (each, a “Payment Method”) via the Services:

Once you have created an Account, you may add various debit and/or credit cards. Your cards may be authorized to confirm their validity. A temporary, small authorization charge may appear on your card statement. You may also add your bank account as a Payment Method.

When you add a Payment Method to your Account, you agree you have the authority to disclose the Payment Method information and to bind the person or organization for which you act, and you authorize the initiation of debit or credit entries, as applicable, to the payment methods in accordance with instructions inputted through the Services, and, if necessary, the initiation of adjustments for any transactions debited or credited in error.

3.2  Restrictions on Payment Methods

Payment Methods are used to submit payments via the Services, and may be saved to your Account for easy reference and submission. All Payment Method usage associated to payments submitted via the Services are subject to existing terms for your Payment Method, including any relevant credit or transactional limits, credit and interest terms, and rewards programs. Where applicable, Plastiq retains all rights and authority for the treatment of your Payment Methods via the Services, which may supercede your Payment Method program terms.

To prevent fraud and comply with legal obligations, we may ask for additional information from you and from third parties. Your payment may be put on hold for review. If you do not cooperate within our review process, your payment may be delayed or declined. We may impose limitations on the size, frequency, and timing of payments.  We may decline to make payments or otherwise deny you use of the Services, and we may decline to explain why.

3.3  Restrictions from Your Issuing Bank

Use of your Payment Method is governed by the terms set by your issuing bank, including any credit or transactional limits and the conditions for any rewards programs.  

Use of certain Payment Methods is limited to industries made available to users when selecting your recipient category. Non-accepted categories are noted by Plastiq with a clear warning message indicating as such, and submission of payments to non-permitted industries is a violation of our terms. By selecting the recipient category, you acknowledge that the payment you are making is for the category type you indicate and which is allowable by the Issuing Bank. For a current list of non-accepted categories for each Payment Method, visit the Help Center

Your transactions may be treated as a cash advance by your issuing bank even though Plastiq codes the transactions as purchases. If this is the case, we will notify you prior to payment submission, and you may switch to a different card or opt-out of submitting the payment altogether. For a current list of cards which may treat your purchase as a cash advance, visit the Help Center.

You agree not to hold Plastiq liable for any consequences resulting from issuer treatment of card authorizations, which may include but are not limited to cash advance fees, impacted reward program earnings, or altered credit programs and interest rate terms.

3.4  ACH Debit Authorization as a Payment Method

If you choose to use your bank account(s) as your Payment Method (“ACH Payment Method”), you hereby authorize Plastiq to debit your banking details via the Automated Clearing House (“ACH”) system while this authorization remains in effect. If this is relevant to your usage of the Plastiq Services, you will be asked to add your bank account via a third party service to verify your bank account. Plastiq may use Plaid Technologies, Inc. (”Plaid”) to verify your bank account(s) and periodically confirm your bank account balance prior to approving a transaction. Plastiq only shares your information with Plaid in accordance with our . Information shared with Plaid is treated by Plaid in accordance with its Privacy Policy, available at https://plaid.com/legal/Privacy Policy

If you choose to use the ACH Payment Method, a verification process may include debiting a small amount from your bank account(s), then immediately crediting the same amount back to your bank account, and you verifying the amount debited to confirm your bank account(s). Plastiq will only use this process to screen for fraud and will not otherwise debit your bank account(s), except for your use of the Services.

ACH Authorization

You hereby authorize Plastiq Inc. or its subsidiaries (“Plastiq”) to initiate debits from the bank account(s) that you enter in the Services in order to pay amounts owed to your recipients in accordance with the instructions you entered and, if necessary, to initiate adjustments for any transactions credited or debited in error.

For recurring scheduled payments, you understand that Plastiq will automatically debit each scheduled payment and that sufficient funds for each transaction must be in your bank account(s). If sufficient funds are not in the bank account(s), you may be charged a returned/rejected item fee. For recurring scheduled payments, if the debit date falls on a weekend or a holiday, your debit date will be automatically deducted from your bank account the following business day.

You understand that this authorization will remain in effect until you cancel it in writing or revoke it via the Plastiq Services. Furthermore, you authorize Plastiq to debit, if the payment is returned for any reason, a rejected/returned item fee of $30 or the maximum amount allowed by law. You represent that you have authority to bind the organization that owns the bank account(s), and to authorize all transactions to the bank account(s) that are initiated through Plastiq. You acknowledge that transactions initiated to the bank account(s) must comply with the provisions of U.S. law. This authorization will remain in effect until the organization notifies Plastiq in writing to cancel it in such time as to afford Plastiq and the bank to have a reasonable opportunity to act on it.

3.4.a Returned Transactions and Stopped Payments via ACH Payment Method

If for any reason, you decide to void a payment request via ACH, Plastiq will use commercially reasonable efforts to stop the payment, but you understand and agree that Plastiq may not be able to stop the payment. Plastiq’s ability to stop a payment depends on a number of factors, including but not limited to the payment method and whether the payment has cleared the recipient’s account. You agree that Plastiq will not have any liability for failing to stop a payment that has begun to process. Please note that you may be subject to a fee when requesting a stop payment request.

You are solely responsible for the accuracy of the payment information or the payment instructions provided to Plastiq. If a payment is refused or returned, Plastiq will void the payment unless Plastiq in its sole discretion agrees to take other action on the payment such as crediting or reissuing the payment. If a returned or refused payment is voided, you authorize Plastiq to credit the amount of the payment directly to the same payment method, less any Fees or other amounts owed by you to Plastiq.

Plastiq reserves the right to expire, void, or cancel any payment if the payment is not deposited or otherwise received and processed by a payee within a reasonable amount of time, as determined by Plastiq in our sole discretion. If we expire, void, or cancel any payment, you authorize and we will credit the amount of the payment back to the original bank account, less any Fees or other amounts owed by you to Plastiq.

You agree to pay all penalties, interest charges, late payment fees, service fees, and/or interest related to the rejected or returned funding ACH debit and agree to reimburse Plastiq for all penalties and fees incurred if any funding ACH debit is returned because your ACH Payment Method was not properly configured correctly.

Payment Submission

4.1 Payment Submission

Plastiq Payments can be submitted for immediate or future processing via the Services. Payment submission requires at least the following to be specified:

  • a Recipient (name, contact information, and remittance address);
  • a Payment Method;
  • a payment amount;
  • an invoice;
  • any applicable Payment Data (see 4.1.a)

For electronic payments, you must provide the Recipient’s bank routing number and bank account number through the Services. Please note that our ability to process electronic payments to new Recipients will depend on the Recipient’s willingness to confirm its banking details. If the Recipient does not provide this confirmation, we will be unable to complete your transaction electronically.

You are responsible for verifying the accuracy of payment details and Plastiq will have no liability for losses or damages due to your or your Recipient’s actions or inactions. Any or all of the above fields may be pre-filled for you, particularly if you were referred to the Plastiq Services for your payment.

Payments may be submitted with a processing date in the future ("Scheduled Payments"), but must be assigned to a Payment Method at time of submission which remains valid through the date on which a Payment Method is debited to initiate the delivery of a payment (the “Processing Date”). The details of a Scheduled Payment, including associated Fees and promotions, are locked in at the time of submission, except where noted otherwise. Prior to its Processing Date, a Scheduled Payment may be cancelled or edited via the Services. Editing a Scheduled Payment is functionally treated as the deletion of the original Scheduled Payment and creation of a new Scheduled Payment, and accordingly may result in alterations not specifically requested including but not limited to recalculation of associated fees, qualification for current Promotions or disqualification for expired Promotions, and reiteration of any applicable Payment Review processes.

4.1.a Payment Data

Plastiq may require additional information from you at the time of payment submission, which is primarily used to help recipients acknowledge and account for your incoming payments. Recipients that partner with Plastiq may customize the information they collect from you via Plastiq.

The data fields requested are subject to change at any time and may include but are not limited to your full name, home address, phone number, and invoice number. As further outlined in our Privacy Policy, you agree to allow Plastiq to share this information with your recipient.

4.2 Payment Review

At any time post-submission, your payment may be subject to review (“Payment Review”), which serves to better understand the nature of and reason for your payment. 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 recipient.

Communications from our Account Services team may be initiated via email using the contact details you provided for your Account. You acknowledge that Plastiq’s ability to efficiently and effectively review your payment 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, your funds will be returned to you via 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.

4.2.a Satisfactory Goods or Services

By submitting your payment for processing by the Services, you agree that the goods or services provided by your recipient in exchange for the principal have already been rendered to your satisfaction. You hereby forfeit any future claims regarding insufficient or unexpected quality or untimely delivery of the goods and services provided, including those Services rendered by Plastiq in exchange for your payment of Fees.

4.2.b Payment Processing

Payments submitted for immediate processing will require successful Payment Method authorization at the time of submission, while payments marked for future processing will require Payment Method authorization on the Processing Date indicated for the payment. If a Payment Method fails to authorize, Plastiq will be unable to continue to process your payment, and will notify you via the Services.

The failure of any portion of the payment process, which many include but are not limited to additional fee authorizations, third-party service calls, and fraud analyses will result in a full rollback of any completed portions of the submission. Occasionally, this may require the void of previously succeeded Payment Method authorizations. Depending on your Payment Method, your billing statement may show temporary authorizations from Plastiq, which should disappear without any action within a couple days to a few weeks. You agree to absolve Plastiq of liability for any of the consequences which may arise from execution of a payment rollback, including pending authorizations which may temporarily reduce your available credit line.

4.2.c Payment Delivery

A payment’s fund disbursement channel and expected delivery timeframe will be presented to you upon review, prior to submission. The expected delivery time frame is a projected estimate based on Plastiq’s historical performance for a given disbursement channel, and is subject to change. All remedies for failure to deliver a payment within the quoted timeframe will be subject to Plastiq’s Delivery Guarantee.

4.3 Delivery Guarantee

Plastiq guarantees delivery of your payments to recipients within the timeframes projected at the time of Payment Review, prior to submission. If this guarantee is not fulfilled, you are eligible for reimbursement of any late fees associated with the payment which may have accrued between the quoted delivery timeframe and actual delivery.

To obtain your reimbursement, please email guarantee@plastiq.com with the following:

  • Plastiq Payment ID
  • Proof of the due date (e.g., bill or invoice)
  • Evidence of late fees charged or owed

Reimbursements must be claimed within thirty (30) calendar days of the payment Processing Date, and will be issued within thirty (30) calendar days of reimbursement confirmation from Plastiq. You agree that any qualified reimbursements not claimed within this timeframe will be forfeited.

This Delivery Guarantee will not apply to payments affected by any of the following:

  • Service provider downtime or delays, including but not limited to the United States Postal Service (USPS), Canada Post, and banking partners.
  • Recipient rejection or return of the payment.
  • Recipient mishandling or delayed posting of a payment.
  • Delivery failure due to incorrect or incomplete information provided by you.
  • Cancellation prior to payment delivery.
  • Failing to respond promptly during Payment Review (see Section 4.2).

Expedited Payments

5.1 Expedited Payment Service

Plastiq’s Expedited Payment Service allows a User to expedite eligible payments made through Plastiq for an additional Fee.  To ensure quicker receipt of payments by recipients, Plastiq will purchase a User’s debit or credit card receivables.  Once this sale is complete but before Plastiq receives the User’s receivables, Plastiq will facilitate payment to the designated recipient.  

The following terms and conditions apply to a User’s use of the Expedited Payment Service:

5.2 Sale, Purchase, and Billing

A User may, in accordance with this Agreement, elect to sell to Plastiq as absolute owner the right to collect card receivables (i.e., funds owed by a User’s issuing bank to Plastiq that have not yet been received by Plastiq) associated with a particular payment (each such receivable, a “Receivable”).  User, as a seller, and Plastiq, as a buyer, intend that each purchase and sale of all right, title and interest to Receivables under this Agreement is and shall be a true sale of such Receivables for all purposes and not a loan arrangement.  Each such sale shall be, subject to the terms of this Agreement, absolute and irrevocable, providing Plastiq with the full risks and benefits of ownership of such Receivables (such that the Receivables would not be property of User’s estate in the event of User bankruptcy).  User, as a seller, and Plastiq, as a buyer, agree to treat each transfer of Receivables for all purposes as a sale on all relevant books, records, financial statements and other applicable documents.

User is not obligated to use the Expedited Payment Service to make a payment through Plastiq.

Plastiq may purchase from User such Receivables as Plastiq determines. Plastiq is not obligated to purchase any Receivables.

Once Plastiq purchases a Receivable, User acknowledges and agrees that Plastiq’s rights to amounts due associated with the Receivable includes without limitation the full right and power to collect, compromise, sue for, assign, or to enforce collection of said Receivables in any manner, in the name of Plastiq, or in the name of any assignee of Plastiq, without limitation.  Receivables received by Plastiq will be credited by Plastiq to its own bank account, and not to the bank account of User.

5.3 Purchase Price; Calculation of Purchase Price

Plastiq shall pay to User the Purchase Price for the Receivable that Plastiq wishes to purchase on the date communicated by Plastiq to User or otherwise specified through the Services.

Plastiq does not charge any interest, finance charges, points, late fees or similar fees (except as permitted by applicable law in connection with civil judgments).  Plastiq purchases Receivables at a discount. The purchase price for an eligible Payment shall be the face amount of the eligible Payment being purchased less the then-current fee (the “Administrative Fee”; the overall purchase price, the“Purchase Price”). The formula and variables for calculating the Administrative Fee shall be communicated to User prior to selling the purchased Receivable through the Expedited Payment Service.  For current and applicable fees see here. Fees may be updated or changed in any manner by Plastiq from time to time, in its sole discretion.

The updated or changed formula shall apply to the calculation of the Administrative Fee for all eligible payments purchased on or after the date that the updated or changed formula becomes effective. The formula for calculating the Administrative Fee may vary depending on optional parameters set by Plastiq and selected by User via the Services.

5.4 Credit Risk

Plastiq will assume the Credit Risk on each set of Receivables purchased, and Plastiq will have no recourse to User if any Receivables are not collected due solely to the occurrence of an event of assumed Credit Risk occurring. For this purpose, “Credit Risk” means circumstances that prevent User’s issuing bank from transferring the Receivables owed.

a.             Any Receivable, the payment of which has been disputed by User’s issuing bank obligated thereon, or against which User’s issuing bank has asserted (with or without justification) a defense, offset, counterclaim, or right of return or cancellation. Plastiq is under no obligation to determine the legitimacy or enforceability of such defense, offset, counterclaim, or right of return or cancellation.

b.             All Receivables upon the occurrence of an “Event of Default” as set forth in Section 5.6.a.

5.5 Representations and Warranties

User represents and warrants that the purchased Receivables are and will remain (i) unconditionally owed and will be paid to Plastiq; and (iii) arise out of a payment obligation to an entity that is not affiliated with User, directly or indirectly, as part of an “arm’s length” transaction.

5.6 Defaults

5.6.a Events of Default.

The following events will constitute an Event of Default under this Agreement: (a) User defaults in the payment of any present and future obligations owing by User to Plastiq whether arising under this Agreement or otherwise, and whether arising before, during or after the commencement of any bankruptcy proceeding in which User is a debtor (“Obligations”), or in the performance of any provision hereof, or any warranty or representation contained herein proves to be false in any way, whether material or immaterial, (b) User becomes subject to any debtor-relief proceedings, (c) Plastiq for any reason, in good faith, deems itself insecure with respect to the prospect of repayment or performance of the Obligations, or (e) User grants a security interest in the purchased Receivables to another creditor and/or the purchased Receivables are encumbered by a party other than Plastiq.

5.6.b Effect of Default.

Upon the occurrence of any Event of Default, in addition to any rights Plastiq has under this Agreement or applicable law, Plastiq may immediately terminate this Agreement, at which time all User Obligations shall immediately become due and payable without notice.

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 your Payment Method, currency exchange may occur in conjunction with a CBP and may be exchanged at a rate which is not disclosed to you 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 Recipient’s local currency.

For example, a difference in exchange rate between the date on which a User initiates a request for payment delivery via the Services and the Processing Date of a Scheduled Payment may result in your 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.

6.3 Multi-Currency Card Processing

Plastiq may offer the ability to pay a Recipient in a different currency than a card Payment Method is originally issued ("Multi-Currency Processing" or "MCP").

MCP Payments submitted in the local currency of a card (rather than the Recipient’s currency) will NOT be charged an additional Plastiq Fee. The foreign exchange rate applied for MCP Payments will be calculated on the Payment Processing Date, and where possible will be presented on the payment review page, prior to submission.

Currently, The MCP program is only available when submitting payments in Chinese Yuan (CNY).

Additional terms for each of the above currencies may be outlined in the following sections, and supercede other terms found in this Agreement, where applicable.

6.3.a Chinese Yuan (CNY)

Credit cards and debit cards issued in China on the MasterCard® network may submit Plastiq payments in Chinese Yuan (CNY). Cards issued on networks other than MasterCard® are not eligible for the MCP program.

Users who submit an MCP Payment in CNY agree to be bound by the "Notice of the State Administration of Foreign Exchange on Standardizing Administration of Foreign-currency Bank Cards," including but not limited to Items (4) through (7) in Section 3 – Issuance and Use of Domestic Cards. Those terms are included below, for convenience:

(4) A Domestic Card may be used for overseas consumption payment under current account, but not for other transactions. The detailed requirements are set forth in Items (5) to (10) in this Section.

(5) The card issuing financial institutions shall properly set up their systems in accordance with the merchant category codes (MCCs) listed in the Merchant Category Codes for Overseas Use of Domestic Bank Cards (See Annex 1), and strictly control offline transactions.

(6) Merchant category codes listed in Annex 1 fall within three categories: forbidden, amount restricted and unrestricted. "Forbidden" means card holders are not allowed to conduct transactions under such codes. "Amount restricted" means card holders are allowed to conduct transactions under other codes than 6010 and 6011 with each transaction amount not exceeding the equivalent of USD 5,000. "Unrestricted" means card holders are allowed to conduct transactions without amount limit.

(7) The card issuing financial institutions shall set up combined limit on overseas withdrawal under codes of 6010 (withdrawal at counter) and 6011 (withdrawal from an automated teller machine), which is not more than the equivalent of USD 1,000 per day, USD 5,000 per month and USD 10,000 per six months.

Currently, Plastiq-supported MCCs which may be subject to SAFE limitations include but are not limited to 7997 – Clubs (Amount Restricted).

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. tobacco including vapor, inhalants, e-cigaretttes, 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.

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.

Refunds and Closure of Account

8.1 Payment Refunds

In certain situations following a payment submission, you may request a refund by contacting Plastiq at refunds@plastiq.com. The availability of refunds and processes for their execution are dependent on the disbursement channels by which Payments are delivered to Recipients. Plastiq is unable to issue partial refunds. More specific information is provided below in Sections 8.1.a and 8.1.b.

Plastiq is also unable to initiate refunds in cases where a Recipient has already received your Payment. If this is the case, you should contact your Recipient directly to request a refund, pursuant to their payment terms.

In the event of a refund of the total funds to be sent to a Recipient (the “Principal”), Plastiq will also refund a proportional amount of the Plastiq Fee, less any unrecoverable costs Plastiq may incur. Principal refunds effected via clawback or chargeback mechanisms, however, will not result in a refund of the Plastiq Fee, in whole or in part.

8.1.a Refunds for Electronic Payments

Plastiq may refund electronic payments, including those delivered via Electronic Fund Transfer (EFT), Automated Clearing House (ACH), and bill payment network providers, prior to their disbursement.

8.1.b Refunds for Check (Cheque) Payments

Plastiq may refund payments disbursed via check (cheque) prior to their deposit by your Recipient. If Plastiq has already sent a check (cheque), we may place a "stop payment" request to ensure it cannot be deposited. In such cases, we suggest that you contact your Recipient to let it know not to deposit the stopped check (cheque).

If your Recipient attempts to deposit a stopped check (cheque), it may be charged a fee from its bank for the exception, which it may attempt to assign to you. You accept the responsibility of notifying your Recipient not to deposit your check (cheque), and you agree not to hold Plastiq liable for any costs you may incur from your Recipient in such a case.

8.2 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. Payment IDs are presented on your Payment confirmation page and email notifications.

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.  Please note that Plastiq reserves the right to charge for check (cheque) images when three or more images are requested. You can see the current fees here.

You are responsible for confirming the correctness and completeness of your payment at the time of submission. If a payment issue can be traced to any incorrect or incomplete information you confirmed at the time of Payment Review, even for information which may have been pre-filled by Plastiq or a third party, you agree to hold responsibility for any resulting consequences, which may include but not be limited to an unintended Recipient accepting and retaining your payment, an issue in a Recipient accounting for your payment, or an inability to complete your payment.

At this time, Plastiq treats payments as atomic operations, which means that once a payment is processed, it must be either completed or cancelled. One consequence of this policy is that Plastiq cannot support re-issuing checks (cheques) or resending electronic disbursements for payments. If your recipient has misplaced, disposed of, or not received your payment, we can cancel it and refund your Payment Method, and you can either re-submit via Plastiq or via another channel.

8.3 Chargebacks

If you seek to contest a payment made through the Services, Plastiq encourages you to contact plastiq-service@plastiq.com to resolve this dispute.  If you decide to initiate a chargeback or reverse the transaction through your Payment Method, we reserve the right to lock or deactivate your account and cancel all payments in transit at the time of notification of a chargeback.  If we have been informed by the card network, your issuing bank, any third party, or by you that the chargeback was initiated after receiving the purchased services from Plastiq, (“Chargeback Fraud” or “Friendly Fraud”), you agree to pay us the full amount of the chargeback immediately upon demand, and any association fees, fines, or penalties allowable by card network rules.  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.

For Visa Business Cards, Plastiq is a Business Payment Solution Provider (“BPSP”). By continuing to use the Services, you agree to accept all risks associated with any non-performance by your Recipient. You hereby forfeit any disputes regarding insufficient or unexpected quality or untimely delivery of the goods and services provided.

8.4 Returned/Rejected Fees

When using the Services, you understand and agree that it may take more than 60 days for Plastiq to receive notice of the return or reversal of an ACH debit and/or to exercise any rights granted or reserved under this Agreement. You agree at all times to maintain sufficient funds in your bank account(s) to satisfy all obligations to Plastiq in connection with your Account or your use of the Services, including returns, reversals, and associated fees, and to add funds immediately if Plastiq notifies you that your funds are insufficient

Your bank may charge you non-sufficient funds (“NSF”) or overdraft fees if you do not have sufficient funds to complete a transaction. You are responsible for maintaining an adequate balance in your Account and sufficient credit limits on your credit cards in order to avoid any overdraft, NSF or similar fees. Any and all NSFs are your sole responsibility. We reserve the right to report, suspend and/or terminate your Account for chargeback abuse. Furthermore, you authorize Plastiq to debit, if the payment is returned for any reason, a rejected/returned item fee of $30 or the maximum amount allowed by law.

8.5 Closing Your Account

You may request the closure of your 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 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.

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 submission 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 a 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 sharing 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”).  Application of FFD credits may take up to one business day to appear in the appropriate User Accounts, excluding any delays caused by payment review or processing. You are prohibited from advertising and/or purchasing traffic through PPC networks (e.g. Google, Bing) to drive traffic to the Plastiq website with a user’s referral code. You are prohibited from creating similar looking website and/or landing pages in an effort to create more referrals. Posting of any referral codes on any Plastiq social media channels or paid advertisements is prohibited. Violation of this provision will be subject to account termination, forfeiture of FFD’s, or other actions.

Plastiq reserves the right to withhold any FFDs for any referrals that are potentially the result of fraud as determined by Plastiq in its sole discretion, to determine the legitimacy of the referrals. Any attempt to manipulate, falsify or inflate referrals to intentionally defraud Plastiq or any violations of the terms of this Agreement constitutes immediate grounds for Plastiq to terminate the account and will result in the forfeiture of any FFDs owed.

In order for FFD credits to be applied, any referred users must be an individual or business whose identity has never before been associated to a Plastiq User Account. 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. 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.

9.3 Fee-Free Dollars

Fee-free dollars (FFDs) are dollars that can be sent through Plastiq without any fees. They 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 on 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.

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.
  • You agree to be bound by our Privacy Policy, located at plastiq.com/privacy

You can withdraw your consent to receive most electronic communications from Plastiq by emailing us at plastiq-service@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. 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/or phone number to Plastiq, you are granting 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 plastiq-service@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 (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 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.

13.3 CLASS 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, 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, and the relationship formed between the parties as a result of this Agreement. In Canada, this Agreement, the Website, 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.