Master Subscription Agreement

Stampli Direct Pay Addendum

  • Eligibility (Section 2)
  • Payments (Section 4)
  • Fees (Section 6)
  • Term and Termination (Section 13)
  • ESIGN Notice (Section 19)
  • ACH Authorization (Section 20)

  • Master Subscription Agreement

    THIS MASTER SUBSCRIPTION AGREEMENT IS A LEGAL AGREEMENT (THE “AGREEMENT”) BETWEEN STAMPLI INC., A DELAWARE CORPORATION (“STAMPLI”, “WE”, “US” OR “OUR”), ON THE ONE HAND, AND YOU (PERSONALLY OR BEING THE LEGAL ENTITY ON WHOSE BEHALF THE INDIVIDUAL IS ACTING) (THE “SUBSCRIBER”, “YOU” OR “YOUR”) ON THE OTHER HAND, THAT GOVERNS YOUR ACQUISITION, ACCESS AND USE OF THE SERVICES (AS DEFINED BELOW). BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, BY EXECUTING A DOCUMENT THAT REFERENCES THIS AGREEMENT, BY APPROVING OUR PRICE PROPOSAL THAT REFERENCES THIS AGREEMENT OR BY ACCESSING AND/OR USING AND/OR OTHERWISE EXPLOITING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE AND HAVE THE RIGHT AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON YOUR OWN BEHALF. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY.

    1. DEFINITIONS

    The terms below shall have the meanings ascribed to them below:

    1.1. “Content” means visual, audio, numeric, graphical, text or other data or content supplied by third parties and made available through the Website or otherwise by Stampli for use in conjunction with the Service, if any.

    1.2. “Force Majeure Event” means circumstances beyond Our reasonable control, including, without limitation, an act of God, act of government, flood, fire, earthquake, natural disaster, civil unrest, acts of terror, acts of war, riots, military or national emergencies, government restrictions, strikes or other labor problems, electrical disturbances, lack of power supplies, Internet service provider failure or delay, virus or hacker attack or denial of service attack. 

    1.3. “Order Form(s)” means the online or written form evidencing the initial subscription for the Services approved by You and any subsequent Order Forms submitted online. In the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail. 

    1.4. “Services” means services based on the Stampli Solution to be provided by Stampli to Subscriber as set forth in more detail in the Order Form. Services are cloud based, and are made accessible through the Stampli web site, via the URL www.app.stampli.com (the “Web Site”) or any other website notified to Subscriber by Stampli from time to time. 

    1.5. “Stampli Account” the Subscriber subscription account through which the Subscriber shall access the Services.

    1.6. “Stampli Solution” or “Software” means Stampli’s object code version of its proprietary computer program known as the Stampli solution, used by Stampli to provide the Services.

    1.7. “Subscriber Data” or “Your Data” means any data, text, messages, information, documents or other materials submitted by Users to the Services in the course of using the Services, including, without limitation, Personal Data.

    1.8. “Subscription Term” means the initial period during which You have agreed to subscribe to the Service as set out in the Order Form, together with any subsequent renewal periods, unless terminated in accordance with the provisions of this Agreement.

    1.9. “User(s)” means Subscriber’s employees, representatives or contractors who are the end user(s), authorized by Subscriber to access and use the Services in accordance with this Agreement and have been supplied by Subscriber with user identifications and passwords. 

    2. GENERAL TERMS AND CONDITIONS APPLICABLE TO THE SERVICES

    These General Terms and Conditions apply to Subscriber’s and Users’ use of the Services, in whole or in part.

    2.1. PROVISION OF PURCHASED SERVICES. On and subject to the terms and conditions of this Agreement and the applicable Order Form, including payment by Subscriber of the applicable fees, We will, during the Subscription Term, (a) grant You a revocable, limited, non-exclusive, non-transferable and non-assignable right, solely for Your internal use (and not for resale, further distribution, or for providing outsourcing or service bureau services), to access and use the Services and related Content (if included), (b) provide Our standard support during working days, excluding holidays, between 9:00 am to 5:00 pm, (“Working Hours”)) for the purchased Services, and (c) use commercially reasonable efforts to make the Services Available 24 hours a day, 7 days a week, except for: (i) planned downtime; (ii) interruption of the Services without notice in order to protect the integrity of the Services, including, without limitation, due to security issues, virus attacks, spam issues or other unforeseen circumstances; and (iii) any unavailability caused by a Force Majeure Event or circumstances attributable to You. “Availability” or “Available” for the purpose hereof means when the Subscriber whose Stampli Account is active and enabled has reasonable access to the Services, subject to the exclusions above and below.

    Upon expiration or termination of the Subscription Term, all rights granted to Subscriber herein shall immediately terminate and expire, and Subscriber and all Users shall immediately cease using the Services. 

    2.2. CHANGE OR MODIFICATION OF SERVICES. Stampli may change or modify the Services. If Stampli notifies Subscriber of a change that represents a material diminishment of the Services, and Subscriber does not wish to use the Services after notification of such change, Subscriber may, within thirty (30) days of the date of notification, provide Stampli with a written notice of termination of the Agreement. 

    2.3. TRIAL. If Subscriber is granted a trial period under this Agreement to a free (no fee) version of the Service, Subscriber agrees that (i) Stampli has no obligation to provide any particular service level or support services, and (ii) Stampli may cease providing the Service at any time without notice. This Section 2.3 supersedes any conflicting term of this Agreement. 

    2.4. PROTECTION OF YOUR DATA. We will implement commercially reasonable administrative, physical and technical measures designed to protect the security, confidentiality and integrity of Your Data. However, no data transmission over the Internet can be guaranteed to be secure, and Stampli provides no assurances that such security measures will withstand attempts to evade security mechanisms or that there will be no security breaches, hacks, disablements or other circumvention of such security measures. Your Data is currently hosted by Stampli in AWS data centers (servers) located in European Economic Area. Stampli will provide notice if Stampli becomes aware that your Data is compromised or subject to a breach.  

    2.5. PASSWORDS AND SECURITY. You shall be responsible for access to and use of the Services under Your Stampli Account and agree to keep all passwords confidential and prevent unauthorized use of the Services. You shall not give or make available passwords or other means of accessing the Services or Website to any unauthorized individuals. You must notify Stampli’s Customer Support immediately and in writing upon any suspicion or becoming aware, that a password has been lost, stolen or of any other unauthorized use the Services or Website. Use of the Services on public network or computers outside Your organization is at your own responsibility and risk. 

    2.6. CONSENT TO ELECTRONIC DISCLOSURES. You agree that Stampli, on behalf of itself and third parties who administer or perform Services, may send You, Users and Your Vendors communications and notices regarding all transactions You conduct through the Service by email or by posting on the portal used to provide the Services.

    2.7. FEES AND PAYMENTS. Subscriber shall pay to Stampli the fees and other charges applicable to the Services as set in the Order Form (“Service Fees”). You will provide Us with valid and updated credit card information. When You provide credit card information to Us, You authorize Us to charge such credit card for the Service Fees. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

    Service Fees are not refundable. Subscriber shall have no right to withhold fees or reduce contracted Services under this Agreement or set off any amount against amounts owed for alleged defects in the Service or any other demand or claim against Stampli. Past due payments that are not disputed in good faith shall bear interest at the rate of the lesser of 1.5% per month or the highest rate permitted by applicable law, calculated from the date such amount was due until the date that full payment is received. Stampli shall be entitled to reimbursement for the reasonable costs of collection, including reasonable fees and expenses of attorneys. We will not exercise Our rights under of Overdue Charges or Suspension of Service to the extent You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against Stampli based on its income. We will charge You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes. 

    2.8. PROPRIETARY RIGHTS.

    2.8.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and our and suppliers, as the case may be, reserve the sole and exclusive ownership of all rights, title and interest in and to the Content, Stampli Solution and the Services and underlying technology platform, including (i) all related intellectual property rights, including any and all patents, copyrights, trade secrets, inventions or know-how (whether patentable or not and whether registered or not), (ii) any logos, trade dress, designs or trademarks, service marks, (iii) all derivative works, modifications and enhancements to the Services or the Stampli Solution, and (iv) any other documents or materials that Stampli provides to Subscriber under or in connection with this Agreement. You are only granted the limited right to use of the Service as expressly set forth in Section 2.1 for the Subscription Term.

    2.8.2. License By You to Host and Use Your Data. You grant Us, a limited-term license to host, copy, use, transmit and display Your Subscriber Data and program code created by or for You using the Services, as necessary for Us to provide the Services in accordance with this Agreement. 

    2.8.3. License By You To Use Feedback. You hereby grant Us an unrestricted, fully-paid, worldwide, perpetual, irrevocable, royalty-free license to use in any manner and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of the Services. We may utilize the information concerning Subscriber’s use of the Service to improve Stampli’s products and services. In addition, notwithstanding anything to the contrary, Stampli may also aggregate and anonymize data on the Services and underlying platform and use and retain that data for product improvements and aggregated platform metrics. 

    2.8.4. Use of Your name and Logo. You agree to enable Us to use your name, logo and reference that You are a subscriber of the Services in our publications and Website. 

    2.9. USE RESTRICTIONS. You will not, nor will you allow any third party, to (a) access or attempt to access any Stampli systems, programs or data that are not available for public use; (b) directly or indirectly, sell, resell, transfer, assign, distribute, rent, lend, disclose, or otherwise commercially exploit or make available the Services to any third party in any manner and any attempt to do so is null and void; (c) modify or make derivative works based upon the Service or Stampli Solution; (d) copy, reproduce, republish, upload, post, transmit or distribute in any way material from the Website or the Services; (e) work around any technical limitations in the Service, or decompile, disassemble or otherwise reverse engineer the Software or make any attempt to ascertain, derive or obtain the source code for the Software; (f) create Internet “links” to the Services or “frame” or “mirror” the Service on any other server or wireless or Internet-based device; (g) access, store, distribute or transmit any viruses, or any material during the course of its use of the Service that is unlawful, obscene or causes damage or injury to any person or property and/or (h) use the Services to take any action that (A) infringes on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (B) violate any applicable law, statute, ordinance or regulation (including those regarding export control); (C) are defamatory, trade libelous, threatening, harassing, or obscene; or (D) constitute unauthorized entry to any machine accessible via the network. Stampli shall be entitled but not obligated to monitor Subscriber’s compliance with the terms of this Agreement, including but not limited the Users accessing the Services. 

    2.10. FUTURE FUNCTIONALITY. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features. 

    2.11. SUBSCRIBER RESPONSIBILITIES. Without derogating from any of Subscriber’s other obligations and responsibilities hereunder:

    2.11.1. Subscriber shall be responsible for all activity occurring under its Stampli Account and subscriptions and shall abide by all applicable laws and regulations in connection with Subscriber’s use of the Services or the output thereof, including those related to data privacy, international communications and the transmission of technical or personal data. Subscriber shall be responsible for ensuring that its Users comply with the provisions of this Agreement. 

    2.11.2. Subscriber shall be solely responsible for procuring and maintaining all equipment necessary to access and use the Services, network connections and telecommunications links from its systems to the Stampli’s data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the foregoing or caused by the Internet, and not by any breach of this Agreement by Stampli. 

    2.11.3. Subscriber is solely responsible for adequate protection and for maintaining appropriate security on Subscriber’s systems and equipment used in connection with the Services.

    2.11.4. Subscriber shall be responsible for the acts and omissions of its Users as if they were the acts and omissions of Subscriber. 

    2.11.5. It being clear that there will be no direct legal relationship between Stampli and Subscriber’s Vendors or customers and in the event of any claim and/or demand by any third party, Subscriber will indemnify Stampli, its affiliates and their respective employee, directors and officers from and against any liability, loss, cost or expense incurred by any of them, arising from such claim and/or demand. 

    2.11.6. Subscriber shall be solely responsible to establish and implement internal controls that can detect, correct and compensate for errors and failures of the Services. Subscriber expressly agrees that it understands the quality and limitations of the Services and agrees that they are commercially reasonable in light of the price and the Subscriber’s business needs. 

    2.12. LINKS. The Website may contain links to external websites and information provided on such external websites by third-party service providers. Stampli shall not be responsible for the contents of any linked website or for any claim, damage or loss caused or alleged to be caused by or in connection with Subscriber’s use of or reliance on any content, goods, products, services or web sites available on or through any such linked website. 

    2.13. LIMITED WARRANTY FOR THE SERVICE. Stampli warrants to Subscriber that during the Subscription Term, the Service (excluding any third party products, Content or services accessed through the Service) will perform substantially in accordance with the description of the Service in Stampli’s User documentation, as may be amended from time to time. If the Service does not conform to the foregoing warranty, and Stampli is unable to correct the Service using commercially reasonable efforts, Subscriber’s sole and exclusive remedy shall be to stop using the Service and cancel the Stampli Account by notifying Stampli Customer Support. The Service may include Content. This Content is provided “As Is”, and Stampli makes no warranty regarding such Content. The above warranty shall not apply: (i) if the Service is not used in accordance with this Agreement and any associated documentation; or (ii) to evaluation subscription Services (free or trial). 

    2.14. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 2.13 ABOVE, THE SERVICES ARE PROVIDED ON A “AS-IS”, AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, CONDITIONS OR REPRESENTATIONS, OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES IMPLIED IN LAW WHICH THE LAW PERMITS TO BE DISCLAIMED, AND EXPRESSLY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RELIABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOU ASSUME SOLE RESPONSIBILITY AND LIABILITY AND ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE. STAMPLI DOES NOT WARRANT THAT THE SERVICE IS COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTIONS, OR ERRORS. 

    2.15. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR APPLICABLE LAW, IN NO EVENT SHALL STAMPLI, ITS AFFILIATES AND/OR ITS VENDORS, DISTRIBUTORS AND SUBCONTRACTORS, THEIR RESPECTIVE EMPLOYEES, OFFICERS AND DIRECTORS AND/OR ANYONE ACTING ON THEIR BEHALF (COLLECTIVELY, “STAMPLI INDEMNITIES”),
    BE LIABLE TO SUBSCRIBER, ITS AFFILIATES, AGENTS, ANYONE ACTING ON THEIR BEHALF OR ANY OTHER THIRD PARTY (I) FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF INCOME, DATA, PROFITS, REVENUE, BUSINESS OR BUSINESS INTERRUPTION, LOSS OF GOODWILL, LOSS OF DATA AND/OR UNDERTAKING THE RESTORATION OF DATA OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, ARISING OUT OF THIS AGREEMENT OR THE SERVICES; (II) FOR AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES, IN EXCESS OF THE TOTAL SERVICES FEES ACTUALLY PAID TO STAMPLI BY SUBSCRIBER AND RECEIVED BY STAMPLI IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENTS THAT GAVE RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION OF LIABILITIES WILL APPLY REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. 

    2.16. CONFIDENTIALITY  

    2.16.1. Subscriber acknowledges that the Services and Software are commercially valuable and proprietary to Stampli. Subscriber, its employees, Users and/or anyone acting on its behalf, will hold the Confidential Information in confidence and shall not, directly or indirectly, copy, disclose or otherwise transfer any of the Confidential Information (whether in written, oral, electronic or other form), which is obtained from Stampli or otherwise prepared or discovered in the performance of this Agreement.

    As used herein, the term “Confidential Information” mean all information or data concerning or related to Stampli and/or the Services and/or Software, processes, or general business operations, which, if not otherwise described above, is of such a nature that a reasonable person would understand it to be confidential or proprietary given the nature of the information and the circumstances of disclosure 

    2.16.2. Stampli will hold in confidence and shall not, directly or indirectly, disclose or otherwise transfer any information disclosed by You to Stampli which is in tangible form and labeled “confidential” (or with a similar legend). For purposes of this Agreement, Subscriber Data shall be deemed Your Confidential Information. Notwithstanding the foregoing, Your confidential information shall not include information that (a) was already known to Stampli at the time of disclosure by You; (b) was or is obtained by Stampli by a third party not known by Stampli to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of these Agreement; or (d) was or is independently developed by Stampli or anyone on its behalf without use of Subscriber’s confidential information. 

    2.17. ACKNOWLEDGEMENT. The parties acknowledge that the limitations and exclusions contained in this Agreement represent the parties’ agreement based upon the perceived level of risk associated with their respective obligations under this Agreement and the Service Fees paid hereunder.

    2.18. TERM AND TERMINATION. 

    2.18.1. Term of the Agreement. This Agreement commences on the date Stampli, through the Stampli Solution, provides You with the Administrator initial password for the Services or otherwise acknowledge its acceptance in writing, and continues according to the terms defined in the Order Form. This Agreement will automatically renew for additional periods equal to the Initial (subscription) Term, unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. 

    2.18.2. Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a breach (including a material breach), if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In addition, Stampli may terminate this Agreement, forthwith, with immediate effect, in the event of a breach of any of provisions 2.5, 2.8.1, 2.8.2, 2.9 and 2.16 of this Agreement by Subscriber.

    Each party may terminate this Agreement at any time, without giving any reason or incurring any liability thereby, by giving the other party a thirty (30) days’ prior written notice.

    If Subscriber cancels the Service, all accrued Service Fees will be immediately become due. 

    2.18.3. Effects of Termination. Upon termination or expiry of this Agreement at any time and for any reason, Stampli may destroy any Subscriber Data in its possession upon Subscriber request. Upon termination or expiry of this Agreement at any time and for any reason, Subscriber will: (i) discontinue any and all use of the Services; and (ii) deliver to Stampli certification that Subscriber has complied with the termination obligations. 

    2.18.4. Survival. The provisions of this Agreement which expressly or by their nature are required to survive termination of this Agreement including Sections 2.8, 2.9, 2.11, 2.15, 2.16 and 2.21 shall survive the expiration or termination of this Agreement for whatever reason. 

    2.19. NOTICES. Stampli may give notice by means of an electronic mail to the e-mail address on record in Stampli’s account information or by first class mail to the address of record in Stampli’s account information with attn.: General Counsel. Such notice shall be deemed given on the earlier of six (6) hours after sending by electronic mail, or seventy-two (72) hours after sending by first class mail. Except as provided herein, Subscriber may give notice to Stampli by confirmed facsimile or delivery by nationally recognized overnight delivery service or first class mail to Stampli as specified on the Website. Such notice shall be deemed given when received by Stampli.

    2.20. CHANGES TO AGREEMENT. Stampli reserves the right to modify the terms and conditions of this Agreement and its policies relating to the Service at any time, in its sole discretion, by providing notice on the Website in advance of the effective date of such changes (“Amendment Date”). Continuing to use the Service and failing to cancel your account by no later than the Amendment Date constitutes acceptance of the revised terms and conditions of the Agreement. This Agreement may not be modified or amended by Subscriber except in a writing signed by a duly authorized representative of Stampli.

    2.21. GENERAL. This Agreement and all matters arising out of or relating to the Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to its conflict of law principles), and parties irrevocably submit to the exclusive jurisdiction of the courts of Dover city, without regard to its conflict of law provisions. Any legal action or proceeding relating to the Agreement shall be brought exclusively in the competent courts of Dover, Delaware and the parties hereby irrevocably agree to submit to the exclusive jurisdiction of such courts. The waiver of any default or breach of the Agreement shall not constitute a waiver of any other or subsequent default or breach. In the event any provision of this Agreement is held to be invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect, but such provision shall be deemed modified to the extent necessary to render such term or provision enforceable, preserving to the fullest extent permissible the intent and agreements of the parties herein set forth. This Agreement is intended for the sole and exclusive benefit of the parties thereto (and Stampli’s suppliers) and is not intended to the benefit of any third party on Subscriber’s behalf. (v) The Agreement constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning such subject matter. The headings in this Agreement are for convenience of reference only and have no legal effect. Subscriber may not assign or transfer this Agreement, in whole or in part, without Stampli’s prior written consent. Stampli may without Your consent, assign this Agreement, provided that any such successor agrees to fulfill Stampli’s obligations pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

    Stampli Direct Pay Addendum

    Last Updated: 10/14/2020

    Stampli offers the Direct Pay Services (defined below) and you desire to use such services.  Your use of the Direct Pay Services is subject to the Stampli Direct Pay Addendum (“Direct Pay Addendum”). This Direct Pay Addendum is hereby incorporated into and made a part of the the Stampli Master Subscription Agreement, the Stampli Privacy Policy and any other agreements you have entered into with Stampli including any order forms (collectively, “Stampli Terms”) upon your agreement and use of the Direct Pay Services.

    To the extent that the Direct Pay Addendum conflicts with the Stampli Terms, the Direct Pay Addendum shall control with respect to the Direct Pay Services. Except as amended and/or supplemented by Direct Pay Addendum, all terms and provisions of the Stampli Terms shall continue and remain in full force and effect and shall be binding upon the parties.  If the individual clicking to accept or agree to this Direct Pay Addendum is doing so on behalf of an entity and registers such entity for the Direct Pay Services, then you (the individual) represent and warrant that you have authority to bind such entity and enter into these Direct Pay Services Terms on its behalf, and all further references to “you” shall be to such entity.

    DESCRIPTION OF DIRECT PAY SERVICES

    Direct Pay Services.

    Stampli provides a technology platform to manage, automate, and reconcile the outbound payment of your Invoices by sending Payments to Payment Recipients. 

    You will have access to a Direct Pay Services gateway where you can manage your Invoices and make Payments via ACH transfers or by physical checks.

    You will also have a history of your past Invoices and Payments.

    All Payments and Stampli Fees are nonrefundable. You can initiate a Payment Cancellation request pursuant to Section 4(b).

    Fees.

    • The following are alternative fee arrangements for Direct Pay Services:Pay as You Go: We will charge you for EACH Payment (ACH or Check) Stampli processes on your behalf
    • Subscription: We will charge you based on a predefined bundle pricing model so that you have a fixed number of Payments that you can use. Once you exceed the predefined amount of Payments, you will need to pay for each subsequent Payment based on the individual pricing model under the “Pay as you Go.” The Subscription will renew automatically thirty (30) days from your Effective Date. Your Subscription will be ongoing unless cancelled or terminated as provided below.  Any unused Payments as part of your monthly Subscription (e.g., the number of Payments available to you under your Subscription bundle) will expire at the end of the Subscription period.

    Term and Termination.

    If you enroll in a Subscription, the Term will run through the end of the Subscription Period.

    Support, Warranties, Indemnification and Limitation of Liability.

    Details on our and your rights and obligations are, without limitation, included in the Direct Pay Addendum.

    Definitions. Please see Section 22 for more details.

    Defined terms used in these Stampli Payment are provided in Section 22 below.

    Additional Terms and Conditions.

    Please review the remainder of the Direct Pay Addendum and any terms or documents incorporated by reference as they include important information on the Direct Pay Services.

    Terms and Conditions

    1.              Changes to Terms or Direct Pay Services. We may update the Direct Pay Addendum from time to time, in our sole discretion.  If we do so, we’ll let you know either by posting the updated Direct Pay Addendum on the Web Site at www.stampli.com or through other communications.  If you continue to use the Direct Pay Services after we have posted updated Direct Pay Addendum it means that you accept and agree to the changes. 

    2.              Who May Use the Direct Pay Services.

    (a) Eligibility.  You must be an Eligible User to use the Direct Pay Services.

    (b)           Our Verification Process. For our compliance purposes, you authorize us to obtain, verify, and record information and documentation that helps us verify your or the Significant Beneficial Owner’s identity and Bank Account information as defined below. As part of this authorization, we may at registration and from time to time as part of our ongoing compliance requirements, import certain information from financial institutions to verify your Bank Account information. In some cases, we will directly access this information. We may also integrate third party service providers to facilitate the Direct Pay Services.

    When you register for the Direct Pay Services, we may require you to provide and/or confirm your Verification Information.

    (c)           Accuracy of Account Information. You agree and acknowledge that you will provide us with accurate, complete and up-to-date information for your Stampli Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you fail to do so, we have the right to suspend or terminate your Stampli Account, or your access to certain features of the Direct Pay Services. Unless otherwise provided in this Direct Pay Addendum. you are responsible for all activities that occur under your Stampli Account, whether or not you know about them.

    (d)           Blocking IDs. In order to protect the integrity of the Direct Pay Services, we reserve the right, at any time, in our sole discretion, to block access to the Direct Pay Services from certain IP addresses and unique device identifiers.

    3.              Privacy Notice.  Please review our Privacy Policy, which also governs your use of the Direct Pay Services, for information on how we collect, use and share your information. 

    You acknowledge that the information you upload or submit to the Direct Pay Services may be third party information.  We will not use or disclose such information, except as set forth in our Privacy Policy.  You will comply with all applicable laws in connection with your use and handling of third-party information and you will not use the Direct Pay Services to collect, duplicate, store, disseminate or disclose third party information without any required permissions.  If at any time you make unpermitted or malicious use of third-party information in connection with your use of the Direct Pay Services, or infringe a third party’s privacy rights, without limiting any remedies available under the law, we have the right to restrict or terminate your Stampli Account and your use of the Direct Pay Services.

    4.              Invoice Payments and Refunds

    (a)            Payment and Refund Processing.  You agree that we provide the Direct Pay Services and process any Payments to Payment Recipients on your behalf.  You shall provide us with Payment Instructions.  The Payment Instructions shall include: (i) information required by Stampli; (ii) additional information necessary to comply with applicable law; and (iii) any and all corrections or updates to the foregoing.  Any  liability arising out of incorrect or incomplete Payment Instructions shall be your sole responsibility. In accepting appointment as your limited agent for processing Payments, we assume no liability for any of your acts or omissions or for any incorrect information provided by you. 

    (b)            Payment Cancellations. You may attempt to initiate Payment Cancellation within forty-eight (48) hours of executing a Payment. Stampli will attempt, but does not guarantee, to stop any outbound Payments if Stampli receives your Payment Cancellation during such forty-right (48) hour period.

    (c)            Returns. If a Payment is rejected or returned by the Payment Recipient or a financial institution, then the Payment balance shall be either returned to you, returned to your Stampli Account, or used as otherwise authorized by you under the Direct Pay Services. 

    (d)            Currency. All Payments will be in U.S. dollars. 

    (e)            Chargebacks, Payment Holdbacks, and Reversals.  We reserve the right to suspend, hold, or return future Payments from your Stampli Account in certain cases including without limitation: (i) where your Stampli Account is subject to excessive chargebacks resulting in additional costs or fees; (ii) where we directly or indirectly must withhold a percentage of a Payment as a reserve, for example, as a result of actual or suspected fraudulent activity; or (iii) in certain cases where we decide, in our sole discretion, that it is prudent or necessary to reverse a Payment.   We will notify you that you are subject to a Payment Holdback and we may require that you provide supporting documentation or information related to the relevant payment(s) and corresponding Invoice(s).  If you do not provide such supporting evidence within the requested timeframe, we reserve the right to refuse processing Payments take any action we feel is reasonably necessary to comply with our compliance standards, including those imposed by any relevant third party service provider.

    (f)            Reconciliations and Errors. Your Payments and Invoice history is available in your Stampli Account. While Stampli regularly reviews activity on your Stampli Account, you are responsible for reconciling Payments and Invoices with your Payment Instructions, notifying Stampli of any errors or discrepancies (“Errors”) arising from Stampli failing to comply with your Payment Instructions in Payments arising from such reconciliation and verification. We will investigate reported Errors and attempt to rectify any Errors that you or Stampli discovers. If you are owed money as a result of an Error, we will transfer the amounts owed back to your Account. Your failure to notify us of any suspected Errors within thirty (30) days of when an Error first appears on your Payment Details will be deemed a waiver of any right to amounts that may be owed to you in connection with any such Error, including any related charges.

    5.              Disputes with Payment Recipients.  Stampli is not a party to any relationship between you and any Payment Recipients, or in the delivery or completion of underlying contractual obligations.  In the event that you have a dispute with any Payment Recipients, you agree to address such dispute directly with the Payment Recipients.  You release Stampli (and Stampli’s officers, directors, agents, investors, subsidiaries, and employees) (collectively “Releasees”) from, and covenant not to sue Releasees for any and all claims, demands, or damages (actual or consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.

    6.              Fees.

    (a)            Fee Changes.  We reserve the right to make any changes in the Stampli Fee at our sole discretion.  Any increase in the Stampli Fee will be communicated to you at least fourteen (14) days before it comes into effect. The Stampli Fee is separate from any fees that may be owned by you to the Payment Recipient.

    (b)            Authorization. When you initiate a Payment, you authorize us to provide your Payment Information to third parties so we can complete your Payment and to charge your payment method for the type of Payment you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Payment (such information is included within the definition of Payment Information). By initiating a Payment, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Payments are non-refundable and non-transferable except as expressly provided in this Direct Pay Addendum.

    (c)            Subscription. If you purchase a Subscription, you will be charged a non-refundable Subscription Fee. We (or our third-party payment processor) will automatically charge you each month following the commencement of your Subscription, using the Payment Information you have provided until you cancel your Subscription.

    (d)            Cancelling Pay as You Go Subscription. Your Pay as You Go or Subscription purchases are final and non-refundable. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription Period. To cancel, you can send an email to support@stampli.com. You will be responsible for all Stampli Fees (plus any applicable taxes and other charges) incurred for your use of the Direct Pay Services. Any Payment allotment not used during the Subscription Period will expire and will not roll over to the next Subscription Period.

    (e)            Tax Records and Reporting. We reserve the right to report any activity occurring using the Direct Pay Services to relevant tax authorities including the Internal Revenue Service (“IRS”) as required under applicable law. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Direct Pay Services.

    7.              Late Stampli Fees.  If you do not pay Stampli all Stampli Fees and any other amounts due under this Direct Pay Addendum within thirty (30) days of the date on which they are due, then Stampli may, in its sole discretion, charge you interest, for such time that the amount and all accrued interest remain outstanding at the lesser of: (i) the per annum rate equal to the then current Wall Street Journal published prime rate of interest plus two percent (2%), based on a 360 day year, or (ii) the maximum rate permitted by applicable law.

    8.              Communications.  As part of the Direct Pay Services, you may (if enabled) receive notifications, alerts or other types of messages via text message, email or the messaging functionality provided by the Direct Pay Services (“Messages”).  You have control over the Messages settings but you may need to contact Stampli’s support to enable or disable certain settings.  Please be aware that third party messaging fees may occur for some of the Messages depending on the plan you have with your wireless carrier. 

    9.              Regulatory and Compliance Suspensions or Terminations.  We may suspend or terminate your access to the Direct Pay Services at any time as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating this Direct Pay Addendum, Stampli Terms or the terms of any third party service provider.  Such suspension or termination shall not constitute a breach of this Direct Pay Addendum or any Stampli Terms by Stampli.  In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on your ability or the ability of any beneficiary to utilize the Direct Pay Services.  Such limitations may include rejecting Payment requests, freezing funds, or otherwise restricting you from using the Direct Pay Services.

    10.              Your Representations and Warranties.  You hereby represent, warrant and covenant to us that you have obtained and will obtain all necessary consents, permissions and licenses with respect to any and all Payments to the extent necessary to use the Direct Pay Services: (i) for you and Stampli to comply with all applicable laws, rules and regulations including all applicable data protection and privacy laws.

    11.              Access and Use.

    (a)            Provision of Access. Subject to your compliance with the terms and conditions of this Direct Pay Addendum, Stampli hereby grants you a worldwide, non-exclusive, non-transferable, non-sublicensable right to Use the Direct Pay Services for your internal business purpose during the Term. 

    (a)            Authorized Users. You will not permit any other person to access, use or operate the Direct Pay Services, except Authorized Users. You are responsible that all Authorized Users comply with all applicable terms and conditions of the Direct Pay Addendum. You are further fully and directly responsible to Stampli for any act or omission by each such Authorized User in connection with their use of the Direct Pay Services. 

    12.              Links to Third Party Websites or Resources.  Certain features and functionalities within the Direct Pay Services as Stampli determines in its reasonable discretion may require you to interface or interact with, access and/or use compatible third party services, products, technology and content  through the Direct Pay Services. You hereby acknowledge and agree that Stampli is not the provider of the such services and is not responsible for any compatibility issues, errors, disruptions, or bugs in the Direct Pay Services.

    13.              Term and Termination.

    (a)            Term. The term of this Direct Pay Addendum begins on the effective date you agree to this Direct Pay Addendum or the date that you start using the Direct Pay Services, whichever is sooner (“Effective Date”). This Direct Pay Addendum shall remain in effect until you cancel your use of the Direct Pay Services in accordance with the Direct Pay Addendum, the termination of the Subscription Period, if applicable, or we terminate your use of the Direct Pay Services, whichever is sooner (“Term”).

    (b)            Effect of Termination. We may suspend or terminate your access to and use of the Direct Pay Services, including suspending access to or terminating your Stampli Account, at our sole discretion, at any time and without notice to you.  You may cancel your Stampli Account at any time by sending an email to us at support@stampli.com. Upon any termination, discontinuation or cancellation of Direct Pay Services, Sections 5 through 22 (inclusive) of this Direct Pay Addendum shall survive termination as well as any other sections in order to comply with applicable law and as reasonably expected. In the event of a termination of this Direct Pay Addendum, all Stampli Fees owed to Stampli for the balance of the current Term shall be payable to Stampli within thirty (30) calendar days of the date of the termination, or the date the Stampli Fees are due, whichever is sooner.

    14.              Feedback.  We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Direct Pay Services (“Feedback”).  If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

    15.              Support. Stampli will provide support in connection with the Direct Pay Services in accordance with the support terms set forth in the Master Subscription Agreement.

    16.              Warranty Disclaimers. 

    (a)            THE DIRECT PAY SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND.  WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.  We make no warranty that the Direct Pay Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis.  We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Direct Pay Services.

    (b)            Your use of the Direct Pay Services and content on the Direct Pay Services, and your engagement with any Payment Recipients is at your sole risk and discretion and Stampli hereby disclaims any and all liability to you, any Stampli Users, or any third party relating thereto. 

    (c)            STAMPLI UNDERTAKES NO OBLIGATION UNLESS EXPRESSLY SET FORTH IN THIS DIRECT PAY ADDENDUM. STAMPLI DOES NOT MAKE ANY ASSURANCES OR GUARANTEES OF ANY REVENUE OR OTHER BENEFITS TO You. 

    17.              Indemnity.  You will defend, indemnify and hold harmless Stampli and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Direct Pay Services, (ii)  your relationship with any Payment Recipients or any other third party involved in the performance of your services, or (iv) your violation of this Direct Pay Addendum. 

    18.              Limitation of Liability.

    (a)            TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER STAMPLI NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE DIRECT PAY SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS DIRECT PAY ADDENDUM OR FROM THE USE OF OR INABILITY TO USE THE DIRECT PAY SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT STAMPLI OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 

    (b)            TO THE MAXIMUM EXTENT PERMITTED BY LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL STAMPLI’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS DIRECT PAY ADDENDUM OR FROM THE USE OF OR INABILITY TO USE THE DIRECT PAY SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO STAMPLI FOR USE OF THE DIRECT PAY SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO STAMPLI, AS APPLICABLE. 

    (c)            THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN STAMPLI AND YOU.

    19.              Electronic Signatures.    When provided to you for execution in electronic form, this Direct Pay Addendum and all related electronic documents, shall be governed by the provisions of the Electronic Signatures in Global and National Commerce Act (“E-Sign”).  By pressing “Submit”, “Accept” or “I Agree”, you agree (i) that the Direct Pay Addendum and related documents shall be effective by electronic means, (ii) to be bound by the terms and conditions of this Direct Pay Addendum and related documents, (iii) you have the ability to print or otherwise store the Direct Pay Addendum and related documents, and (iv) to authorize Stampli to conduct an investigation of your credit history and that of its principals with various credit reporting and credit bureau agencies for the sole purpose of determining acceptance of the Direct Pay Addendum and ongoing performance hereunder.

    20.              ACH Authorization and Conditions.  The following disclosures are made in accordance with the federal law regarding electronic payments, deposits, transfers of funds and other electronic transfers to and from your Stampli Account.  There may be limitations on account activity that restrict your ability to make electronic fund transfers.  Any such limits are disclosed in the appropriate agreements governing your account. 

    (a)            ACH Authorization.  By agreeing to this Direct Pay Addendum and using the Direct Pay Services, you agree to be bound by the NACHA Operating Rules. You further authorize Stampli or its third party provider to electronically debit and credit your bank account identified in your Stampli Account via automated clearinghouse (“ACH”) and, if ever applicable, to correct erroneous debits and credits via ACH as follows:

    • Range of Acceptable Debit Amounts: Stampli will in its sole and absolute discretion determine the range of acceptable debit amounts for any Payment based on its internal compliance standards and any restrictions imposed by its third party service provider. These include if we believe you are using the Direct Pay Services for fraudulent or illegal purposes, in violation of law or regulation, this Direct Pay Addendum, any other agreement you may have with us, or if you otherwise present undue risk to us or our third party service providers. We are not responsible to you for any damages you may suffer as a result of any limitations on the acceptable debit amounts.
    • Frequency of Debits: multiple times per Business Day (however, debits and credits may not necessarily occur every Business Day). You also acknowledge that the amount and frequency of the foregoing debits and credits may vary.  You represent that you have permission to initiate each debit and credit.  You acknowledge that the electronic authorization contained in this Section represents your written authorization for ACH Payments as provided herein and will remain in full force and effect until you notify Stampli that you wish to revoke this authorization by emailing support@stampli.com.  You must notify Stampli at least three (3) Business Days before the scheduled debit date of any ACH Payment from your bank account in order to cancel this authorization.  If we do not receive notice at least three (3) Business Days before the scheduled debit date, we may attempt, in our sole discretion, to cancel the debit Payment.  However, we assume no responsibility for our failure to do so.  If you withdraw your electronic authorization contained in this Section, we will close your Stampli Account, and you will no longer be able to use your Stampli Account or the Direct Pay Services, except as expressly provided in this Direct Pay Addendum.  Please note that withdrawal of your electronic authorization contained in this Section will not apply to ACH Payments performed before the withdrawal of your authorization becomes effective. 
    • In addition to any of your other representations and warranties in this Direct Pay Addendum, you represent that: (i) your browser is equipped with at least 128-bit security encryption; (ii) you are capable of printing, storing, or otherwise saving a copy of this electronic authorization for your records; and (iii) the ACH Payments you hereby authorize comply with applicable law. 
    • For purposes of this Direct Pay Addendum, “Business Day” means Monday through Friday, excluding federal banking holidays.

    (b)            Check Authorization.  By agreeing to this Direct Pay Addendum and using the Direct Pay Services, you authorize Stampli or its third party provider to send checks drawn on your bank account identified in your Stampli Account.  The accuracy of all the sender bank account details, account and routing numbers and the address of the Payment Recipient is solely your responsibility.  You will be responsible for notifying your financial institution of any voided or cancelled checks, ensuring the bank account associated with your Payments are funded, and will be responsible for any fees related to the voiding or cancelling of checks sent by Stampli on your behalf.

    21.              General Terms. 

    (a)            Reservation of Rights.  Stampli and its licensors exclusively own all right, title and interest in and to the Direct Pay Services, including all associated intellectual property rights.  You acknowledge that the Direct Pay Services are protected by copyright, trademark, and other laws of the United States and foreign countries.  You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Direct Pay Services.

    (b)            Entire Agreement.  This Direct Pay Addendum constitute the entire and exclusive understanding and agreement between Stampli and you regarding the Direct Pay Services, and this Direct Pay Addendum supersede and replace any and all prior oral or written understandings or agreements between Stampli and you regarding the Direct Pay Services.  If any provision of this Direct Pay Addendum is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of this Direct Pay Addendum will remain in full force and effect.  You may not assign or transfer this Direct Pay Addendum, by operation of law or otherwise, without Stampli’s prior written consent.  Any attempt by you to assign or transfer this Direct Pay Addendum, without such consent, will be null.  Stampli may freely assign or transfer this Direct Pay Addendum without restriction.  Subject to the foregoing, this Direct Pay Addendum will bind and inure to the benefit of the parties, their successors and permitted assigns. 

    (c)            Notices.  Any notices or other communications provided by Stampli under this Direct Pay Addendum, including those regarding modifications to this Direct Pay Addendum, will be given: (i) via email; or (ii) by posting to the Direct Pay Services.  For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

    (d)            Waiver of Rights.  Stampli’s failure to enforce any right or provision of this Direct Pay Addendum will not be considered a waiver of such right or provision.  The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Stampli.  Except as expressly set forth in this Direct Pay Addendum, the exercise by either party of any of its remedies under this Direct Pay Addendum will be without prejudice to its other remedies under this Direct Pay Addendum or otherwise.

    (e)            Contact Information.  If you have any questions about this Direct Pay Addendum or the Direct Pay Services, please contact Stampli at support@stampli.com.

    22.              General Terms. 

    Authorized User” means any natural person you permit to use your Stampli Account and Direct Pay Services as provided to Stampli during registration process.

    Batch Payment” means a payment option where you purchase the ability to make Payments for a batch of Invoices.

    Eligible Users” means you:

    • Are a Subscriber as defined by the Stampli Terms;
    • Are In compliance with the Direct Pay Addendum;
    • Are not in an industry prohibited from using Stampli Direct Pay Services including;
      • Adult content, bail bonds, bankruptcy lawyers, check cashing, or payment for a dishonored check or for an item deemed uncollectible by another merchant, credit counseling or credit repair agencies, credit protection or identity theft protection services, counterfeit or possibly counterfeit goods, debt collection, consolidation, or reduction services, distressed property sales and marketing, door to door sales, drugs, alcohol, or drug paraphernalia, or items that may represent them, liquidators, bailiffs, bail bondsmen, financial services such as cash advances, loans, prepaid cards, wire transfers, or sales of money orders or foreign currency, gambling or betting, including lottery tickets, casino gaming chips, off-track betting, memberships on gambling-related internet sites and wagers at races, hate, violence, racial intolerance, or the financial exploitation of a crime, internet pharmacies or pharmacy referral sites, multi-level marketing businesses, pyramid or ponzi schemes, medical marijuana, obscene or pornographic items, prostitution, escort services, massage parlors and other explicit sexually related services, unlawful activities or items, or activities or items that encourage, promote, facilitate or instruct others regarding the same, violent acts towards self or others, or activities or items that encourage, promote, facilitate or instruct others regarding the same, weapons, including replicas and/or ammunition.
    • Agree to create and use only one account per business entity in order to maintain our “Know Your Business” requirements; and
    • Are in compliance with Stampli’s verification obligations including without limitation those identified in Section 2(b).

    Effective Date” shall have the meaning set forth in Section 13(a).

    Errors” shall have the meaning set forth in Section 4(f).

    Invoices” means your invoices or other accounts payables records.

    Payments” means the payments you initiate for any Invoices using the Direct Pay Services with companies or persons with whom you have a pre-existing contractual relationship under which you received a good or service.

    Payment Information” means your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification that you represent and warrant that you have legal right to use for any Stampli Fees.

    Payment Instructions” means the instructions you provide us so that we can make payments to Payment Recipients that are processed through the Direct Pay Services.

    Payment Recipients” means the business or persons with is receiving a Payment under the Direct Pay Services.

    Stampli Fees” means the costs to use the Direct Pay Services that you must pay including without limitation the Batch Payment or Subscription fees, as applicable, such other fees as set out in the order form, taxes, and other costs incurred to provide you the Direct Pay Services.

    Subscription” means a payment option where you purchase the ability to make Payments for a batch of Invoices on a monthly basis.

    Subscription Fee” means the monthly cost, including taxes and other third party costs, of using the Direct Pay Services under the Subscription model.

    Subscription Period” means the period while you are a customer in good standing that has enrolled in the Direct Pay Services under the Subscription model.

    Term” shall have the meaning set forth in Section 13(a).

    Third Party Information” means personal information from or about other individuals or companies. 

    Verification Information” means the information and documentation that will allow us or our third party service provider to identify you, such as:

    • Bank account details including but not limited to account number, routing number, name of financial institution and account type (“Bank Account”).
    • Voided check or bank statement
    • Relevant business information including but not limited to tax ID, address, incorporation details, information on owner, principle, or significant beneficial owners.
    • A copy of your government-issued photo ID, such as a passport or driver’s license;
    • A copy of a utility bill, dated within three (3) months of our request, with your name and U.S. street address on it
    • Certain documentation associated with your company’s business activity; and
    • Such other information and documentation that we may require from time to time.