Terms of Service

Master Subscription Agreement

Stampli Direct Pay Addendum

Stampli Card Program Terms


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.

2.22. In order to deliver our services, the Company collects certain personal information from and about you, including but not limited to: identifiers; categories of personal information described in the California Customer Records statute (Cal. Civ. Code § 1798.80(e)); protected classification characteristics under California or federal law; commercial information, and internet or other similar network activity. As a condition to, and for the exclusive purpose of, delivering our services, you explicitly consent to the collection, use and transfer of your personal information by the Company. You understand that your personal information may be disclosed to third parties assisting with the delivery of our services to you. The Company shall not otherwise process, use or disclose your personal information without your explicit consent to do so.

Stampli Direct Pay Addendum

Last Updated: 03/12/2024

Stampli offers the Direct Pay Services (defined below) to you (“you” or “Customer”) pursuant to the terms of this
Stampli Direct Pay Addendum (“Direct Pay Addendum”). Your use of the Direct Pay Services is subject to the Direct
Pay Addendum. This Direct Pay Addendum is hereby incorporated into and made a part of 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.

Stampli’s role in delivering Direct Pay Services does not involve delivering banking, foreign exchange or payment
processing services, which are delivered by Payment Partners that are licensed to deliver such services. These
parties include Goldman Sachs Inc. and Veem Payments Inc., which are parties to this Agreement and may also enforce
any provisions of this Agreement that relate to the banking services or payment processing that they provide.
Stampli may provide information to such parties for purposes of delivering services which will be governed by the
terms of their respective privacy policies and electronic communication consent policies. When reference is made to
Stampli with regard to money movement and foreign exchange activity, as applicable to the Services detailed in
greater detail, such references include Payment Partners.

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.

  1. Definitions
    • “Applicable Law” means statutes, ordinances, orders, decrees, rules, regulations, circulars, notices,
      standards, guidance, or opinions having legal effect and as applicable to a Party in respect of its
      rights and/or obligations under these Direct Pay Addendum, including any anti-money laundering,
      anti-terrorist financing, anti-corruption, and sanctions regulatory regimes, and including any Payment
      Network Rules and the Payment Card Industry Data Security Standards (“PCI-DSS”).
    • “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 as selected by in your Stampli Account and as part of your Stampli services.
    • Customer Application” means the submission of materials required by Stampli to enroll you into the
      Direct Pay Services, as such requirements may be updated from time to time.
    • “Customer Bank Account” means you-owned bank account designated by you for the payment of fees set forth
      in these Direct Pay Addendum.
    • “Documentation” means the operator and user manuals, training materials, specifications, minimum system
      configuration requirements, compatible device and hardware list and other similar materials in hard copy
      or electronic form if and as provided by Stampli to you (including any revised versions thereof)
      relating to the Direct Pay Services, which may be updated from time to time upon notice to you.
    • “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 3(b).
    • “Effective Date” shall have the meaning set forth in Section 14(a).
    • “Errors” shall have the meaning set forth in Section 5(f).
    • “Federal Funds Effective Rate” means, for any day, the rate calculated by the New York Federal Reserve
      Bank (NYFRB”) based on such day’s federal funds transactions by depositary institutions, as published by
      the NYFRB as the effective federal funds rate at https://www.newyorkfed.org/markets/reference-rates/effr
      or a successor website; provided that if the Federal Funds Effective Rate as so determined would be less
      than zero percent, such rate shall be deemed to be zero percent for the purposes of these Direct Pay
      Addendum.
    • “Financial Institution Service Provider” means a third-party bank or other financial services provider,
      with which Stampli has integrated, in order, respectively, for Stampli to provide you the Direct Pay
      Services pursuant to this Direct Pay Addendum and for the third-party bank to provide you its accounts,
      services and products pursuant to such third party financial services provider’s own terms and
      conditions.
    • “Foreign Exchange Rate” means the exchange rate determined by Stampli, at any given time, which will be
      based on prevailing market rates and may include a markup to cover our costs and risks associated with
      providing the conversion services.
    • “Intellectual Property Rights” means patent rights (including, without limitation, patent applications
      and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work
      rights, and any other intellectual property rights recognized in any country or jurisdiction in the
      world.
    • “Invoices” means your invoices or other accounts payables records.
    • “Onboarding Requirements” means those requirements and tasks to be completed by you as part of Stampli’
      onboarding process.
    • “Payment” means an actual or attempted transactions made via the Stampli platform.
    • “Payment Credential” means a number or other credential that identifies an account of a Cardholder for
      use in a Payment.
    • “Payment Network” means a payment card association, payment card network, or other payment service or
      network that facilitates the authorization, clearance, or settlement of payment card transactions.
    • “Payment Network Rules” means all applicable laws, rules, and regulations of a Payment Network
      including, but not limited to, (i) the then-current rules, regulations, directives and guidance
      promulgated by Mastercard, Visa, or any other card network (“Network Rules”); and (ii) the then-current
      NACHA Operating Rules and Guidelines and any regulations, policies, procedures, agreements, manuals,
      bulletins, notices and similar documents issued by NACHA (“NACHA Rules”).
    • “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.
    • “Person” means any individual, corporation, partnership, trust, limited liability company, association,
      governmental authority or other entity.
    • “Recipient” means a recipient or intended recipient of a Payment by you.
    • “Regulatory Authority” means in respect of a Party, any competent governmental or regulatory authority,
      law enforcement department or agency, court of law or other law, rule or regulation making body having
      jurisdiction over that Party and/or to which that Party submits or is subject, in any relevant territory
      and including any successor or replacement of any of the foregoing.
    • “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.
    • “Use” means to use and/or access the Direct Pay Services in accordance with these Direct Pay Addendum
      and the Documentation.
    • “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.
  1. DESCRIPTION OF DIRECT PAY SERVICES
    1. 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. 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 this Direct Pay Addendum.
    2. Foreign Exchange. Stampli will provide currency conversion services to you at the
      Foreign Exchange Rate. The Foreign Exchange Rate may differ depending on the Services you use and the
      rate used by our Network Partners. Stampli will notify you of the Foreign Exchange Rate at the time of
      the transaction or make it available to you by other means. Stampli reserves the right to change its
      Foreign Exchange Rate at any time.
    3. Authorization. Customer hereby (1) authorizes Stampli to initiate both Batch Payment
      (business to business) transactions and single Direct Pay payments using the Financial Institution
      Service Provider services, (2) certifies that it maintains the Customer’s linked bank account at the
      Customer’s bank and all information that it has provided with respect to the Customer bank account is
      accurate and complete and (3) directs all such debit, credit, FX, or any Batch Payment instructions or
      credit instructions be made (“Authorization”). Both Stampli and the Customer agree that this
      authorization constitutes a full and complete authorization to debit or credit the Customer’s bank
      account, and the Customer agrees not to dispute any debits or credits with the Customer’s bank provided
      the transaction(s) correspond to the terms indicated in the Agreement and this Authorization.
    4. Stampli Account Conditions. Your ability to make Payments are subject to your assent to
      and compliance with Applicable Law and any applicable Financial Institution Service Provider terms and
      conditions. You hereby represent, warrants, and agrees to comply with all applicable terms, conditions,
      and restrictions of each applicable Financial Institution Service Provider. You agree to cooperate with
      Financial Institution Service Provider and Stampli as necessary for either party to comply with
      Applicable Law or to facilitate the Direct Pay Services.
    5. Implementation You are wholly responsible for designing and implementing its own
      corresponding processes necessary to use the Direct Pay Services, including obtaining any necessary
      authorizations from Payment Recipients prior to permitting the receipt of Direct Pay Services. You are
      responsible for maintaining such processes, including in the event of a change of Applicable Law.
      Stampli shall have no obligation for you or Recipient’s inability to receive the Direct Pay Services
      that result from your failure to change or update its systems accordingly.
    6. Authorized Users Customer will not allow any Person other than Authorized Users to Use
      the Direct Pay Services. Customer may permit Authorized Users to Use the Direct Pay Services, provided
      that Customer ensures each Authorized User complies with all applicable terms and conditions of these
      Direct Pay Addendum. You are responsible for acts or omissions by Authorized Users in connection with
      their Use of the Direct Pay Services. Customer will, and will require all Authorized Users to, use all
      reasonable means to secure usernames and passwords, hardware and software used to access the Direct Pay
      Services in accordance with customary security protocols, and will promptly notify Stampli if Customer
      knows or reasonably suspects that any username and/or password has been compromised. Each account for
      the Direct Pay Services may only be accessed and used by the specific Authorized User for whom such
      account is created. Customer agrees to promptly notify Stampli, according to notification procedures
      prescribed by Stampli, if the authority of any Authorized User should change or be revoked.
  2. PAYMENTS AND INSTRUCTIONS
    1. Invoice Payment Processing. Stampli will use commercially reasonable efforts to make
      and deliver any Payments pursuant to your payment instruction for approved Payments related to invoice
      process (“Instruction”), subject to these Direct Pay Addendum. You authorize Stampli and Financial
      Institution Service Provider to debit the Stampli Account or the Customer Connected Account, as
      applicable, and remit funds on your behalf to a Recipient, all in accordance with the Instruction. You
      agree to be bound by any Instructions to the fullest extent allowed by law. Stampli and Financial
      Institution Service Provider are entitled to rely on any Instruction. As between Stampli, you, and
      Financial Institution Service Provider, you are responsible for any error resulting from your or
      Recipient’ failure to provide accurate and complete information.
    2. Payment Types. Stampli may send an Payment by wire, telegraph, telephone, cable, or
      whatever other transmission method we consider to be reasonable. Stampli or Financial Institution
      Service Provider, as applicable, may transmit a Payment directly to the Recipient’s bank, or indirectly
      to the Recipient’s bank through another bank, government agency, or other third party that Stampli or
      Financial Institution Service Provider, as applicable, considers to be reasonable. Stampli or Financial
      Institution Service Provider, as applicable, may utilize any reasonably selected funds transfer system
      or intermediary bank. You agree that the Payment will also be governed by the applicable operating rules
      and other governing documents for the applicable funds transfer system. If there is a conflict between
      those operating rules and the provisions in this Section, these provisions will govern. Certain Payment
      methods are subject to additional provisions as identified in Schedules 1-2.
    3. 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.
    4. Wire. As applicable to wire transfers as the method
      of Payment, if a Payment describes Recipient inconsistently by name and account number, the wire
      transfer may be made based on the account number even if the account number identifies a person
      different from the Recipient. If a wire transfer request describes a financial institution
      inconsistently by name and identification number, the identification number may be relied upon as the
      proper identification of the financial institution. You acknowledge that you are responsible for
      providing Stampli or Financial Institution Service Provider, as applicable with all information required
      by the Recipient’s bank, including the reason for payment, if required. Sending wires without the
      required information can cause the wire to be delayed, returned, or assessed additional fees. You
      further acknowledge the Recipient account number and Recipient’s bank identification number (e.g., IBAN,
      RTN, IRC, and/or SWIFT BIC) you provide in connection with a Payment will be complete and accurate, and
      you understand you could lose the transfer amount if the information is incorrect.
    5. Transaction History. Information regarding Payments or other transactions that are
      processed and settled using the Direct Pay Services (“Transaction History”) will be available to you.
      While Stampli will provide Transaction History, you are solely responsible for compiling and retaining
      permanent records of all relevant transactions. Stampli is not responsible for maintaining Transaction
      History or other records in a manner consistent with your record retention obligations and may change
      the duration of the Transaction History at any time.
  3. UNAUTHORISED PAYMENTS
    1. You are responsible for all Payments authorized using your login credentials. You acknowledge and agree
      that you are solely responsible for monitoring your Transaction history regularly and report any
      unauthorized Payments to Us immediately.
    2. Stampli treats all Payments made using Customer’s login credentials as authorized with Customer’s
      consent, unless Customer has asked Stampli to block or remove authorization of an Authorized User or has
      previously notified Stampli that the login credentials used to authorize the Transaction may be
      compromised.
    3. If you do not notify us of any unauthorized or incorrectly initiated or executed Payments or Payments
      which have not been executed or were executed late or of certain charges and interest you are liable to
      pay because of such Payments without undue delay, you will not be entitled to have the matter corrected
      or funds refunded. If you fail to communicate such events to Us within the given deadline, you waive
      your right to make any claim against us or our Financial Institution Provider for the Payment in
      question. If we are responsible for a processing error, we will rectify the error.
    4. The following rules will apply in deciding whether you are entitled to a refund (and if so, for how
      much):

       

      • if you or your authorized users have acted fraudulently, you will have no right to a refund in
        any circumstances; and
      • if you or your authorized users have intentionally or with gross negligence compromised the
        security of the Services or your Stampli Account, or failed to keep the details you use to
        access the Portal securely, you will be liable for all losses arising up to the time you notify
        us of the loss, theft or misuse of your details.
    5. Unauthorized Access and Error Resolution. You shall promptly notify Stampli immediately
      at cs_payments@stampli.com if you believes that (i) the Stampli Account has been accessed without your
      authorization; (ii) a transaction has occurred that you did not authorize; (iii) a transaction has been
      processed incorrectly to or from the Stampli Account, the you Connected Account, or the you Bank
      Account; (iv) there is any error in the Transaction History; or (v) there has been any other purported
      error, omission, mistake, or discrepancy relating to the Direct Pay Services (each, an “Error”). Your
      failure to notify Stampli of Errors within thirty (30) days of when an Error first appears on your
      Transaction History 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. You agree to work in good faith with
      Stampli to resolve any Errors. Stampli will promptly investigate any purported Error and resolve the
      Error in a commercially reasonable manner or provide a written explanation otherwise.
  4. RELIANCE ON INSTRUCTIONS OR OTHER CUSTOMER PROVIDED INFORMATION.

     

    1. You will be solely responsible for any errors or inaccuracies in any information it provides in
      connection with the you Application or with regard to any Authorized User. You release Stampli from all
      Claims that Authorized Users may suffer or incur as result of Stampli relying upon such banking
      information including disbursing funds from the Stampli Account.
    2. Stop Payments. All Payments are final and are not subject to stop payment or recall
      orders. Neither Stampli nor the applicable Financial Institution Service Provider is liable to you or
      any Recipient for any failure or inability to stop a Payment.
    3. Returns. You acknowledge that any attempted Payment may be returned by the receiving
      institution for insufficient funds or other reasons. In the event a Payment is returned or charged back
      due to lack of authorization, any attempt by you to resubmit such request may be denied or conditioned
      upon submission of proof of authorization prior to attempting to reprocess such Payment. All Returns to
      you or Recipient of a disputed Payment will remain final unless the receiving institution otherwise
      accepts proof of authorization and disputed Payment. Stampli may, in its discretion, charge you a fee
      per return of Payments.
    4. Security Procedures. Stampli and/or Financial Institution Service Provider may define
      or impose certain Payment-related security procedures intended to verify authenticity of a Payment or
      otherwise improve the Services, and may include using any code, password, personal identification
      number, user identification technology, token, certificate, or other element, means, or method of
      authentication or identification. Such procedures may be updated from time to time and the satisfactory
      adherence by you will be a condition of the Direct Pay Services.
    5. Reservation of Rights. Stampli may reject, block, or decline to process any Payment if
      Stampli believes that the Payment is in violation of Applicable Law, the terms and conditions of these
      Direct Pay Addendum or any other agreement with Stampli, or that if Stampli reasonably believes the
      Payment exposes Stampli or its agents to harm, including for example any reputational harm, risk of
      fraud, or criminal acts.
  5. LOSSES
    Except due solely to any liability all out-of-pocket costs, damages, losses, fines, penalties, judgments,
    settlements and expenses whatsoever, including, without limitation, outside attorneys’ fees and disbursements
    and court costs reasonably incurred (collectively, “Losses”) arising Stampli’s gross negligence or willful
    misconduct, Customer agrees that it shall be responsible for and liable to Stampli for all Losses, expenses, or
    liability incurred by Stampli in connection with (i) any transaction processed under Schedule 1 or Schedule 2;
    or (ii) any fraud remediation or unauthorized transaction to the extent related to the Direct Pay Services.
    Following communication of a reasonably detailed statement with respect thereto, Stampli may, in its sole
    discretion, collect any Losses owing by Customer by either: (x) invoicing Customer for such Losses; or (y)
    exercising its rights under Section 6 of these Direct Pay Terms.
  6. RIGHT OF SETOFF
    Stampli may set-off, combine, consolidate or otherwise appropriate and apply (i) any amounts of Customer held by
    Financial Institution Service Provider; or (ii) any indebtedness or other liabilities at any time owing by
    Stampli to Customer, as the case may be, against or on account of any obligations owed by Customer to Stampli
    under these Direct Pay Terms.
  7. CHANGES TO TERMS OR DIRECT PAY ADDENDUM 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.
  8. WHO MAY USE THE DIRECT PAY SERVICES. 
    1. Eligibility. you must be an Eligible User to use the Direct Pay Services.
    2. 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.
    3. 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.
    4. 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.
  9. 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.
  10. FEES, PAYMENTS, CHARGEBACKS AND RECONCILIATIONS. 
    1. Currency.
      All payments made to domestic vendors will be in U.S. dollars. Payments to international
      vendors can be made in USD and/or in a foreign currency depending on the vendor’s country and the method
      used to send the payment.
    2. 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.
    3. Fees. The following are alternative fee arrangements (depending on the Financial
      Institution Service Provider) 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.
    4. 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.
    5. 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.
    6. 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.
  11. 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.

  12. 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.

  13. 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.

  14. 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.

  15. ACCESS AND USE. 
    1. Use Restrictions. Customer will not at any time and will not permit any Person
      (including, without limitation, Authorized Users) to, directly or indirectly: (i) use the Direct Pay
      Services in any manner beyond the scope of rights expressly granted in these Direct Pay Addendum; (ii)
      modify or create derivative works of the Direct Pay Services or Documentation, in whole or in part;
      (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper
      access to any software component of the Direct Pay Services, in whole or in part; (iv) frame, mirror,
      sell, resell, rent or lease use of the Direct Pay Services to any other Person, or otherwise allow any
      Person to use the Direct Pay Services for any purpose other than for the benefit of Customer in
      accordance with these Direct Pay Addendum; (v) use the Direct Pay Services or Documentation in any
      manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual
      Property Right or other right of any Person, or that violates any Applicable Law; (vi) interfere with,
      or disrupt the integrity or performance of, the Direct Pay Services, or any data or content contained
      therein or transmitted thereby; (vii) access or search the Direct Pay Services (or download any data or
      content contained therein or transmitted thereby) through the use of any engine, software, tool, agent,
      device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other
      than software or Direct Pay Services features provided by Stampli for use expressly for such purposes;
      or (viii) use the Direct Pay Services, Documentation or any other Stampli Confidential Information for
      benchmarking or competitive analysis with respect to competitive or related products or services, or to
      develop, commercialize, license or sell any product, service or technology that could, directly or
      indirectly, compete with the Direct Pay Services.
  16. POINT OF CONTACT.
    Customer will identify a designated point of contact that has authority to execute instructions and
    otherwise act in the capacity of Customer’s representative including without limitation as an authorized
    signatory (“Customer Representative”). Such Customer Representative will: (i) complete the Customer Application
    as necessary for Customer or any other Authorized User to Use the Services; (ii) authorize Stampli to request
    identity-verifying information about Customer ; (iii) permit Stampli to share information about Customer and
    Customer’s application (including whether you are approved or declined) with Customer’s bank or other financial
    institution, and governmental regulatory authority; and (iv) provide additional compliance or due diligence
    information per Stampli’ reasonable request in a timely manner.
  17. THIRD-PARTY SERVICES.
    Certain features and functionalities within the Direct Pay Services may allow Customer and its
    Authorized Users to interface or interact with, access and/or use compatible third-party services, products,
    technology and content (collectively, “Third-Party Services”) through the Direct Pay Services. Unless otherwise
    provided herein, Stampli does not provide any aspect of the Third-Party Services and is not responsible for any
    compatibility issues, errors or bugs in the Direct Pay Services or Third-Party Services caused in whole or in
    part by the Third-Party Services or any update or upgrade thereto. you are solely responsible for maintaining
    the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the
    Third-Party Services in connection with the Direct Pay Services.
  18. COOPERATION.
    Customer will cooperate with Stampli to provide any assistance, access, and information Stampli
    reasonably requires providing the Direct Pay Services (including Direct Pay Services).
  19. RESERVATION OF RIGHTS.
    Without limiting the provisions of the Terms of Service and subject to the limited rights expressly
    granted hereunder, Stampli reserves and, as between the Parties, will solely own the Stampli IP and all rights,
    title and interest in and to the Stampli IP. No rights are granted to Customer hereunder (whether by
    implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.
  20. TERM AND TERMINATION.
    1. 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”).
    2. 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.
  21. 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.
  22. 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.
  23. WARRANTY DISCLAIMERS.
    1. 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.
    2. 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.
    3. 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.
  24. 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.
  25. LIMITATION OF LIABILITY.
    1. 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.
    2. 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.
    3. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE
      BARGAIN BETWEEN STAMPLI AND YOU.
  26. 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.
  27. GENERAL TERMS.
    1. 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.
    2. 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.
    3. 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.
    4. 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.
    5. Contact Information.
      If you have any questions about this Direct Pay Addendum or the Direct Pay Services, please
      contact Stampli at support@stampli.com.

Schedule 1: ACH Payments Services Schedule

This ACH Payments Services Schedule (“Schedule”) between the Customer and Stampli sets forth the
terms and conditions of the ACH payment Direct Pay Services (“ACH Direct Pay Services”) provided as
part of the
Direct Pay Services, which allow the Customer to initiate credit and debit Entries by means of the Automated
Clearing House (“ACH”) network, pursuant to the Operating Rules and Operating Guidelines of the
National Automated
Clearing House Association (“NACHA”), as updated by NACHA from time to time (“NACHA
Rules”
).

This Schedule is a schedule to the Direct Pay Addendum applicable if the ACH Payment Services are elected including
where the ACH Payment Services are utilized as a Batch Payment. The Direct Pay Addendum, this Schedule, together
with any other schedules that reference the Direct Pay Addendum are the Agreement. This Schedule shall co-terminate
with the Direct Pay Addendum.

  1. DEFINITIONS.
    1. “Business Day”
      means Monday through Friday, excluding federal bank holidays.
    2. “Error”
      has the meaning set forth in the Direct Pay Addendum and also includes the
      definition ascribed in the NACHA Rules.
    3. Capitalized terms such as Entry, Originator, and Receiver (among others) shall have the definitions
      ascribed to them in the NACHA Rules.
    4. Capitalized terms used but not defined in this Schedule or the NACHA Rules have the meanings set forth
      in the Direct Pay Addendum.
  2. ACH TRANSACTION SERVICES.
    1. Customer Authorization. Customer hereby authorizes Stampli as Customer’s agent to initiate and receive
      automated clearing house debit and credit Entries, adjustments to debit Entries and credit Entries to
      the Stampli Account to credit and/or debit the same to such account, and to provide various ACH
      services, as described below, to Customer pursuant to the terms and conditions specified in these Direct
      Pay Addendum.
    2. Origination.
      Upon Customer initiation of Entries, Customer will transmit to Stampli all information
      necessary for Stampli to effectuate ACH transactions in accordance with the NACHA Rules and with
      Stampli’ and the Financial Institution Service Provider’s written requirements for ACH transactions, as
      may be amended by Stampli and the Financial Institution Service Provider in their sole discretion from
      time to time, and which includes the information stipulated via the Direct Pay Services. Customer agrees
      that any such online Entries shall comply with Stampli’ and the Financial Institution Service Provider’s
      security procedures, which are subject to change upon notice to Customer.
    3. Representations and Warranties.
      In connection with each Entry transmitted based on such information, Customer represents and warrants:
      (i) each Entry is made in accordance with each of the general ODFI warranties set forth in Sections
      2.4.1, 2.15.2 and 5.2 of the NACHA Rules; (ii) each individual and entity shown as Receiver of an Entry
      has (1) authorized initiation of such Entry, and (2) authorized Stampli and/or Financial Institution
      Service Provider to credit or debit its account in the amount and on the ACH Settlement Date shown on
      such Entry; (iii) such Receiver authorization remains effective as of the time of transmittal, crediting
      or debiting by Stampli and/or Financial Institution Service Provider; (iv) such Entry is initiated by
      Customer in connection with the ACH Direct Pay Services; and (v) such Entry does not violate Applicable
      Law.
    4. Entry Submission
      Customer or its Authorized Users shall transmit or deliver Entries through the Direct Pay
      Services and in compliance with the formatting and other requirements set forth in the NACHA file
      specifications or as otherwise specified by Stampli. Entries received after 12:00 pm EST for same day
      ACH Direct Pay Services and 3:00 pm EST for next day settlement shall be deemed to have been received on
      the next Business Day.
    5. Credit Limits.
      Stampli or Financial Institution Service Provider may from time to time establish one or more
      credit limits applicable to Entries involving Customer. Such credit limits shall be established by
      written notice from Stampli and will be effective immediately unless such notice states otherwise. In
      the event that an Entry exceeds Customer’s credit limit, Stampli shall promptly provide oral or written
      notice to Customer. Stampli and Financial Institution Service Provider may either approve the Entry as
      an exception to the credit limit, request that it be held over to the next day or reject such Entry.
    6. Authorization Retention.
      Customer must obtain the written authorization of each Receiver to whom Customer proposes to initiate an
      Entry. Customer must further retain the original or a copy of each written authorization of a Receiver,
      or a readily and accurately reproducible record evidencing any other form of authorization, for two (2)
      years from the termination or revocation of the authorization. Upon request, Customer must provide the
      original, copy, or other accurate record of the Receiver’s authorization to Stampli in such time and
      manner as to enable Stampli and the Financial Institution Service Provider to deliver the authorization
      to a requesting RDFI within ten (10) Business Days of the RDFI’s request.
    7. Record Format.
      Customer shall follow all guidelines and policies communicated by Stampli to Customer
      regarding the procedures for obtaining Receiver authorization, should it be requested by an RDFI, and
      the format of any such requested authorization. An authorization retained as an electronic record shall
      accurately reflect the information in the record, and shall be capable of being accurately reproduced
      for later reference, whether by transmission, printing, or otherwise. For a CCD Entry, Customer may
      provide the Originator’s contact information that at a minimum includes the Originator’s name and phone
      number or email address. In the event that Customer must demonstrate proof of a Receiver’s authorization
      for a debit WEB Entry, Customer should provide documentation that provides transaction details including
      Receiver information and sales documentation to show what goods and/or services were exchanged. For
      example, Customer can provide a screen shot of the authorization language and then the date/timestamp of
      the Receiver login and the authorization process that evidenced both the consumer’s identity and the
      consumer’s assent to the authorization.
  3. COMPLIANCE; DISCLAIMERS.
    1. ACG Compliance Generally.
      Customer agrees to be bound by the NACHA Rules. Furthermore, Customer represents and warrants
      that the origination of ACH transactions and all such actions of Customer contemplated in this Schedule,
      including the preparation and transmittal of Entries and payment orders, shall comply with Applicable
      Law, and Customer agrees not to originate Entries that violate such Applicable Law. Customer
      acknowledges Stampli will charge the Customer with any fines or penalties imposed by any Payment
      Network, Regulatory Authority or other third party which are incurred as a result of non-compliance by
      the Customer, and the Customer agrees to fully reimburse and/or indemnify Stampli and the Financial
      Institution Service Provider, for such charges or fines. Stampli and/or Financial Institution Service
      Provider may terminate or suspend Customer’s use of the ACH Direct Pay Services due to Customer’s breach
      of the NACHA Rules or this Schedule.
    2. Fines and Suspension.
      In the event Customer violates any Applicable Law and NACHA or any other applicable entity
      imposes a fine on Stampli or Financial Institution Service Provider because of Customer’s violation,
      Stampli may charge the fine to the Customer. Stampli reserves the right to suspend Customer’s use of the
      ACH Direct Pay Services for breach of the NACHA Rules or to terminate these Direct Pay Addendum or this
      Services Schedule. Stampli reserves the right to audit the Customer for compliance with these Direct Pay
      Addendum and with the NACHA Rules under the terms of these Direct Pay Addendum.
    3. No Guarantees.
      Stampli does not guarantee timely delivery of any Entry. Neither Stampli nor Financial
      Institution Service Provider shall have any liability to Customer as a result of any late delivery,
      except to the extent such late delivery is (i) more than 24 hours late and (ii) caused by the gross
      negligence or willful misconduct of Stampli or Financial Institution Service Provider.
    4. Limitation.
      Notwithstanding any provision in the Agreement to the contrary, Stampli’ liability to Customer
      for claims arising out of the ACH Direct Pay Services performed by Stampli pursuant to this Services
      Schedule shall be limited to the extent of errors and omissions which are caused by Stampli’ gross
      negligence or willful misconduct and which cannot be remedied through the processing of appropriate
      corrected Entry(ies).

Schedule 2: Cross-Currency/Border (FX) Payments
This FX Services Schedule (“Schedule”) between the Customer and Stampli sets forth the terms and conditions of the
FX Services (“FX Services”) provided as part of the Ancillary Services, which allow the Customer to send final and
irrevocable settlement for Payments across currencies. In order to use the FX Services, Customer must transmit to
Stampli all information necessary to effectuate payment in accordance with the Financial Institution Service
Provider requirements.

This Schedule is a schedule to the Direct Pay Addendum applicable for all FX Services including where the FX
Services constitutes a Batch Payment. The Direct Pay Addendum, this Schedule, together with any other schedules that
reference the Direct Pay Addendum. This Schedule shall co-terminate with the Direct Pay Addendum.

  1. INTERNATIONAL PAYMENTS SERVICE.
    If you have an eligible Account, you may use the FX Services to make payments (“International
    Payments”) to third parties located in certain eligible foreign countries. Stampli reserves the right to select
    and change, at any time, for any reason, in Stampli’s sole discretion, the eligible countries to which or the
    eligible currencies in which you may request payments to be made using the FX Services. Stampli or its Financial
    Institution Service Provider reserve the right to refuse any payment transaction requested or initiated through
    the FX Services, for any reason, in Stampli or its Financial Institution Service Provider’s sole discretion,
    without Stampli incurring any liability to you.
  2. EXPEDITED FX TRANSACTIONS.
    Certain transactions are eligible for expedited FX services. Such Expedited Services Transactions are
    processed on the same day as it was initiated by you and settled within 1-2 business days (“Expedited FX
    Transaction”). We may in our sole discretion limit the dollar amount of any Expedited FX Transaction.
  3. PROCESS DATES.
    You understand and agree that, for certain International Payments, you may not be able to select or
    schedule a future process date. We will provide you with an estimated delivery date for your International
    Payment when you instruct Stampli to make the transaction including any Batch Payment instructions via its
    Financial Institution Service Provider, but you understand and agree that actual delivery date may vary. It is
    your sole responsibility to ensure that payment to your vendor is made as required by this Agreement.
  4. CURRENCY CONVERSION RATES.
    You understand and agree that (i) FX Services may require the conversion of currency, and (ii) when
    making a transaction using the FX Services, the applicable rate of currency conversion may vary from the
    indicative rate displayed when you request the payment and you will be bound by the applicable rate of currency
    conversion. We and Financial Institution Service Providers include a margin on foreign exchange, which is an
    indirect cost to you. A margin is the difference between the wholesale exchange rate and the actual exchange
    rate used to convert the payment to the foreign currency. You agree that Stampli is not responsible and will not
    be liable to you for any loss suffered by you due to any rate fluctuations.
  5. APPLICABLE RULES.
    You understand and agree that International Payments may be governed by rules of payment networks used
    to process such payments, OFAC regulations, and may be subject to the laws of jurisdictions outside the United
    States. The application of foreign laws or regulations to your International Payments may impact the rights and
    remedies that you have with respect to the International Payments
  6. VOID AND CANCELED PAYMENT REQUESTS.
    You acknowledge and agree that neither Stampli nor its Financial Institution Service Provider can stop
    or void an International Payment after the payment has begun to process. If you void or cancel an International
    Payment request that requires a currency conversion, then any costs Stampli or its Financial Institution Service
    Provider incurs with regard to that currency conversion will be borne by you and Stampli or its Financial
    Institution Service Provider is entitled to debit such costs from your Account. Costs include any loss to
    Stampli or Financial Institution Service Provider from a fluctuation in the rate We provided for the currency
    conversion. If Stampli is unable to charge the Customer bank account for any reason, you agree to pay all such
    costs within five (5) business days of notice of non-payment from Stampli or its Financial Institution Service
    Provider. If amounts owed are not paid within five (5) days of that notice, interest will accrue on all past due
    amounts at the rate of 1.5% per month or the highest rate of interest allowed by law (whichever is less),
    calculated from the date the amount was due until the date that payment is received.
  7. DISCLAIMER.
    If Stampli reasonably believes that the services described in this Schedule, or Customer’s conduct in
    using such services violates any applicable laws, rules, regulations or industry standards, or otherwise poses a
    threat to Stampli’s equipment, processes, intellectual property or reputation, or to any Stampli system (any of
    the foregoing, a “Threatening Condition”), Stampli may suspend any Customer’s access to the FX Service until
    such Threatening Condition is cured.
  8. BUSINESS PAYMENTS ONLY.
    Our FX Service is intended for business payments or payments made by business entities.
  9. COMPLIANCE WITH LAW.
    No Payments to OFAC Sanctioned Countries or Specially Designated Nationals (SDNs). Our FX Service cannot
    be used, directly or indirectly, to facilitate payments to OFAC sanctioned countries or to SDNs which are both
    prohibited by U.S. law. 

Stampli Card Program Terms

Last Updated: 05/01/2024

THESE STAMPLI CARD PROGRAM TERMS SET FORTH THE REQUIREMENTS FOR YOUR PARTICIPATION IN THE STAMPLI CARD PROGRAM AND THE TERMS THAT GOVERN YOUR USE OF STAMPLI CARDS, INCLUDING THE PROCESS FOR OBTAINING AND MANAGING STAMPLI CARDS THROUGH THE SERVICES, AND THE ISSUANCE AND USE OF STAMPLI CARDS AS GOVERNED BY THE TERMS AND CONDITIONS OF VIRTUAL CARD SERVICES (“VIRTUAL CARD TERMS”) BETWEEN YOU AND ISSUERS. IN THE EVENT OF A CONFLICT BETWEEN THE STAMPLI CARD PROGRAM TERMS AND THE VIRTUAL CARD TERMS, THE VIRTUAL CARD TERMS SHALL PREVAIL. WE MAY UPDATE THESE STAMPLI CARD PROGRAM TERMS AT ANY TIME BY DELIVERING NOTICE, AND YOUR CONTINUED USE OF STAMPLI CARDS WILL CONSTITUTE ACCEPTANCE OF THE UPDATED TERMS.

CAPITALIZED TERMS THAT ARE NOT DEFINED HAVE THE DEFINITIONS PROVIDED IN THE MASTER SUBSCRIPTION AGREEMENT HTTPS://www.stampli.com/TERMS IN THE EVENT OF A CONFLICT BETWEEN THE STAMPLI CARD PROGRAM TERMS AND THE MASTER SUBSCRIPTION AGREEMENT, THE PROVISIONS OF THESE STAMPLI CARD PROGRAM TERMS SHALL PREVAIL.

1. DEFINITIONS

  • 1.1 “Authorized Users” means the designated person or persons who can manage your Stampli Card when submitting the Application. 

  • 1.2 “Card Application” means the Application You submit to determine your eligibility for a Stampli Card as processed by the Issuer. 

  • 1.3 “Card Networks” means the payment card networks including Visa or Mastercard.

  • 1.4 “Charge” means a payment for goods or services made to a merchant that accepts payments on the applicable Card Network.

  • 1.5 “Chargeback” means a dispute that You initiate against a merchant for an unresolved dispute with the merchant or where a Charge is unauthorized.

  • 1.6 “Credentials” means usernames, passwords, and other identifiers or credentials used to assist Us in identifying and authenticating you with regard to your use of the Services.

  • 1.7 “Data” means information or documentation provided by You to Stampli, and which includes financial information and any personal data provided by You or any Authorized User(s).

  • 1.8 “Fees” means charges we or the Issuer may impose on you for use of Services or Your Stampli Card.

  • 1.9 “Issuer” means the bank identified on Your Card Application that is a member of the Card Network indicated on Your Stampli Cards and is responsible for issuing the Stampli Cards to You.

  • 1.10 “Periodic Statement” means the periodic statements that reflect activity for all Stampli Cards issued to You identifying Charges, Fees, Fines, refunds, or other amounts owed or credited to the Services during each billing cycle.

  • 1.11 “Prohibited Activities” means the business types and activities posted on our website as updated from time to time that, where engaged in by You, may render You ineligible for a Stampli Card.

  • 1.12 “Prohibited Person” means any individual or organization that is subject to sanctions in the United States, identified on any lists maintained by OFAC or the U.S. Department of State, or is subject to any law, regulation, or other list of any government agency that prohibits or limits us from providing a Stampli Card or Services to such person or from otherwise conducting business with the person.

  • 1.13 “Restricted Activities” means the business types and activities posted on our website or as provided by Issuer as updated from time to time that, where engaged in by You, may limit Your use of certain Services or require additional information from You to open or maintain your Stampli Card.

  • 1.14 “Stampli Card” means a physical or virtual payment card issued by an Issuer and managed through the Services.

    • 1.15 “Stampli Card Program” means the program through which Issuer’s issue Stampli Cards and extend credit to You, and for which Stampli provides Services.

    • 1.16 “Users” means any employees, contractors, or agents authorized to use the Stampli Card on Your behalf.

    • 1.17 “Virtual Card Terms” means the agreement between You and the applicable Issuer for use of Stampli Cards identified on our website.

    2. STAMPLI CARDS

    2.1 Issuer Virtual Card Terms

    Stampli Cards are issued by the Issuer identified on Card Application and identified on the Stampli Card issued to You and in relevant program materials provided to You. Issuer is the creditor responsible for funding Your Charges. These Stampli Card Program Terms and the Virtual Card Terms concurrently govern Your use of the Stampli Cards. You may only use the Stampli Cards if You consent to the applicable Virtual Card Terms. Issuers may update Virtual Card Terms at any time by providing Notice to You through Stampli and Your continued use of the Stampli Cards constitutes Your acceptance of such updated Virtual Card Terms. 

    YOU MAY USE YOUR STAMPLI CARD, TRANSACT, AND USE THE SERVICES ONLY FOR VALID, LAWFUL, BONA FIDE BUSINESS PURPOSES ON YOUR BEHALF. USERS MAY NOT USE THE SERVICES FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES. YOU MUST ACCEPT AND COMPLY WITH THE STAMPLI CARD PROGRAM TERMS.

    2.2 Authorized Users

    You must specify at least one Authorized User to manage your Stampli Card when submitting your Application. Authorized Users must have, and You represent that any individual designated as an Authorized User has, the requisite organizational power and authority to conduct business and manage Your Stampli Card. In the event that an individual designated as an Authorized User no longer has such requisite organizational power and authority, You must notify us promptly and designate another Authorized User for the Stampli Card.

    Authorized Users may: add, remove, or manage additional Authorized Users and Users; view transactions; view and run reports and download statements; provide or update Data; Services, and other accounts to your Stampli Card; consent to any new or updated terms or conditions contained in this Master Subscription Agreement or other agreements or policies incorporated in this Master Subscription Agreement, consent to supplemental agreements, or consent to any additional terms; and take actions specified in the Stampli Card Program Terms and perform other tasks on Your behalf. Authorized Users must not authorize the use of Your Stampli Card or the Services by any Prohibited Person.

    Authorized Users must monitor Your Stampli Card activity and statements as required by applicable Stampli Card Program Terms. Certain Services include additional permission levels and authorizations. If you use these Services, Authorized Users on your Stampli Card will be able to authorize and assign Users these permission levels and authorizations.

    2.3 Responsibility for Use

    You are responsible and liable for any actions or failure to act on the part of Authorized Users, and those using the Stampli Card issued to You to access Your Stampli Card.

    You are responsible for:

    • Ensuring that Users are aware of and agree to abide by the terms of these Stampli Card Program Terms, the applicable Master Subscription Agreement and all applicable law and Card Network rules in connection with their use of the Stampli Card.

    • Obtaining appropriate consent and authorization to provide Users’ personal information, and ensuring that Users are aware of and have reviewed the Privacy Policy and understand how we process their personal information.

    • Ensuring that Users are aware of, accept, and comply with these Stampli Card Program Terms.

    • Ensuring that Users use the Services only for valid, lawful business purposes and not for any personal, family, or household use.

    • You are liable for any breach or violation by its Users of these Stampli Card Program Terms or any of the agreements, terms, and policies incorporated by reference.

    • You are responsible for ensuring that Authorized Users, Users, and any other persons affiliated with You communicate respectfully and will refrain from using any form of disrespectful, harassing, abusive, or hate speech with Stampli team members. If Stampli receives reports of any such behavior by representatives of your You towards our team, we may contact your Authorized User, suspend access to Your Stampli Card and the Services, or close your Stampli Card.

    2.4 Spending Limits

    Your spending limits are set by Issuer using the information submitted in Your Card Application including available funds and spending patterns, financial projections, the nature and history of Your business, and anticipated use of Stampli Cards. Spending limits are dynamic and may be modified at any time with or without Notice to You, including temporarily increases or decreases or reducing spending limits to $0. 

    2.5 Requesting and Replacing Stampli Cards

    Authorized Users may request Stampli Cards for Users through the Services. Authorized Users may only request Stampli Cards for and provide Stampli Cards to individuals who are authorized to use Stampli Cards on Your behalf. 

    Stampli Cards may be denied or canceled due to changes in Issuer’s policies, as required by law, or for any other reasons we determine are appropriate under the circumstances. Stampli Cards are issued as virtual cards (a Card issued without an associated physical card). By default, new Users will be issued a virtual Card and will be able to view transactions and manage their Stampli Cards through the Services.

    You are responsible for securing Stampli Cards, account numbers, and Stampli Card security features (including the CVV, if any). You will promptly notify us and take appropriate measures to prevent unauthorized transactions when a Stampli Card is lost, stolen, breached, or needs to be replaced. In such cases, Authorized Users may request the issuance of replacement Stampli Cards by Issuers through the Services. Replacement Stampli Cards may have new account numbers that could require You to update the Stampli Card on file for any scheduled or recurring payments. If You do not update the Stampli Card for scheduled or recurring payments, the transactions may not be completed. You are solely responsible for updating Stampli Cards stored with merchants where account numbers have been changed.

    2.6 Using Stampli Cards

    Users may only use Stampli Cards for bona fide business-related Charges and transactions. You are responsible for selecting the individuals in Your organization who are authorized to use Stampli Cards, and You are responsible for all Card transactions and activities. You agree to establish and maintain controls designed to ensure that the Stampli Cards are only used by authorized Users for bona fide You business purposes and in compliance with the Master Subscription Agreement, these Stampli Card Program Terms, the Virtual Card Terms, Card Network rules, and applicable law. You are responsible for Charges and transactions made by any person given access to Stampli Cards even if they are not the person associated with or named on the Card.

    Authorized Users of certain Programs may be permitted to withdraw cash using a Card, subject to eligibility requirements, restrictions, and limitations that we determine. PINs will be provided to any Authorized Users if You are approved to participate. Users other than Authorized Users are not permitted to withdraw cash using a Card. Any cash withdrawal is subject to the restrictions and limitations described in the relevant Program materials provided to You.

    Stampli, Issuers, Card Networks, or other intermediary third-party service providers (including merchant acquirers) may deny or reverse Charges for any reason. Stampli is not responsible for any losses, damages, or harm caused by any Charges that are denied or reversed.

    All Users are subject to the Master Subscription Agreement and all terms, agreements, and policies incorporated by reference, including these Stampli Card Program Terms and Virtual Card Terms, and must comply with all of the User Terms. You are responsible for ensuring that Users read, understand and comply with their obligations with respect to use of the Stampli Cards and the Services.

    2.7 Disputing Charges

    You are responsible for reviewing Your Periodic Statements promptly and identifying any Charges that You believe are unauthorized or that You dispute.

    If You and a merchant have a dispute regarding a Charge identified on Your Periodic Statement, such as delivery of incorrect goods or services or being charged the wrong amount, You should first attempt to resolve the dispute with the merchant. If the dispute is not resolved to Your satisfaction or if You believe the Charge is unauthorized, You may initiate a Chargeback through the Services.

    You understand that the Stampli Card Program is subject to Card Network rules regarding chargebacks. The Card Networks have established procedures for resolving Chargebacks that may require You to provide details of the disputed Charge or associated documentation.

    Charges relating to disputed Charges and Chargebacks will be collected on the payment date if they are pending resolution as of the date that payment is due for the applicable Periodic Statement. Chargebacks resolved in Your favor will be credited to the Services on either the current or a future Periodic Statement. We may impose Fees, reduce Your spending limits, or suspend access to the Services or the Services if You fail to pay Charges relating to Chargebacks that are pending resolution on the payment date.

    You understand that the Services is commercial in nature and that card-related consumer protection laws, including the Electronic Funds Transfer Act and Regulation E, do not apply to Chargebacks or other Card-related disputes.

    2.8 Prohibited and Restricted Activities

    Your Stampli Card and the Services may not be (a) used for any purpose that is unlawful or prohibited by these Stampli Card Program Terms, (b) used for any personal, family, or household use, (c) used for any transaction involving any Prohibited Activities, (d) provided to or used for any transaction involving an individual, organization, country, or jurisdiction that is blocked or sanctioned by the United States, including those identified on any lists maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State, (e) used by third parties unaffiliated with Company, or (f) used for any purpose not related to the business of Company.

    We will not approve and may terminate Stampli Cards that we know or believe are engaged in any Prohibited Activities or otherwise do not comply with these restrictions. Stampli may limit Company’s use of certain Services or require that you provide additional information to open or maintain your Stampli Card where Company is engaged Restricted Activities.

    We may update the lists of Prohibited Activities or Restricted Activities at any time, and your continued use of the Services constitutes your acknowledgement of, and agreement to abide by, those updated lists. You agree to review these lists regularly and contact us with any questions you have about how these lists may apply to Company’s business. You agree to pay all Fines assessed against Stampli for your violation of the restrictions and requirements of this section or any use of the Services in connection with any Prohibited Activities or Restricted Activities.

    3. PAYMENTS

    3.1 Periodic Statements

    You are responsible for payment in full of all Charges, Fees, and Fines. We will provide You Periodic Statements identifying Charges, Fees, Fines, refunds, any other Card transactions, or other amounts owed or credited to the Services. You must notify us promptly if You believe that there are any errors on Your Periodic Statement and submit any disputes or Chargebacks in accordance with these Stampli Card Program Terms and Card Network requirements.

    Periodic Statements for any Stampli Cards will be delivered as described in the materials provided to You.

    3.2 Failure to Pay; Set Off; Collections

    If You fail to pay the full amount owed on time, we may attempt to collect amounts owed from any linked account that is currently or was previously linked. We may collect partial payments for unpaid amounts from any linked account that is currently or was previously linked, but any partial payment is not a waiver of our rights and will not satisfy Your obligation to pay in full.

    Any amounts owed may be set off, debited, or collected from amounts in any Stampli Account that You hold jointly with a third party or open in the future even if Your original Stampli Account has been closed. We may exercise this right against You, its affiliates, or any of their respective successors or assigns, or any assignees for the benefit of Your creditors, trustees, or receivers of Your assets. This right will exist even if we do not exercise it prior to the making, filing, or issuance of an arbitration demand, court order, or other action.

    Any failure to pay the full amount owed to Stampli when required is a breach of the Master Subscription Agreement and these Stampli Card Program Terms. You are responsible for all costs or expenses that we or Issuers incur in the process of collecting amounts owed but not timely paid, including legal or collections fees, and You are responsible for paying interest on such amounts at the maximum rate permitted under law.

    3.3 Fees

    We will disclose Fees to You when You are approved for a Card or through our website. We may update, add, or change Fees upon 30 days’ Notice. Fees we assess may include periodic fees, fees for Card issuance or replacement, fees applicable to certain transactions, foreign transaction fees, usage fees, service fees, cash advance fees, fees for late payments, fees for failed payments or returned payments, and fees for misuse of the Services. You are responsible for paying all Fees in addition to all Charges and Fines.

    4. REPRESENTATIONS OF COMPANY

    4.1 Eligibility. 

    By submitting an Application for a Stampli Card, the natural person submitting the application represents and warrants in an individual capacity and as an authorized representative of Company that:

    • Company is a business entity that is organized, registered, and located in the United States.

    • Company has a valid U.S. Employer Identification Number (EIN).

    • Company is validly existing and in good standing in its jurisdiction of organization.
      • Company is not engaged in any Prohibited Activities.

      • The natural person who applies for a Stampli Card on Company’s behalf is authorized to provide information about Company, submit the application on behalf of Company, enter into binding agreements on behalf of Company, and manage Company’s Stampli Card.

      • The natural person who applies for a Stampli Card on Company’s behalf is not and is not affiliated with a Prohibited Person.

      • All information you provide to us is and will be current, accurate, and complete.

      • Company will use its Stampli Card exclusively for business purposes and not for any personal, family, or household use.

      • You have reviewed these Stampli Card Program Terms and any additional terms, agreements, or policies incorporated by reference.

      4.2 Required information

      You must provide Data to apply for and maintain a Stampli Card and any Services. Data may include registered business name, business address, ownership details, contact information including email and phone number, tax identification number, the nature of the business, financial information, and other business information that we may require or request from time to time.

      You must provide certain Data related to the beneficial owners, control persons, or as reasonably requested by the Issuer. We may also require that you provide certain documentary information used to verify Data.

      To help the government fight the funding of terrorism and money laundering activities, U.S. federal law requires that financial institutions obtain, verify, and record Data and Data identifying companies and their beneficial owners and control persons. You agree to provide the required information to open and maintain your Stampli Card and agree to keep such information current. This information may be shared with third-party service providers for these purposes. You may be required to verify information previously provided or provide additional information in the course of applying for or receiving certain Services.

      You acknowledge that you have obtained or will obtain appropriate consent and authorization of any person whose Personal Data you provide before sharing such data with Stampli.

      4.3 Verification and validation of information

      Stampli and Issuer rely on the accuracy of the information you provide when opening and maintaining your Stampli Card. You acknowledge and agree that we may use and provide Data to Issuer and third-party service providers to validate the information you have provided and determine your eligibility for the Services, as described in the Privacy Policy.

      We may approve or deny your application or grant you provisional access to the Services or your Stampli Card while your application is pending additional review. We may deny your application, interrupt provision of the Services to you, or suspend or close your Stampli Card where the information you provided is incomplete, inaccurate, or out of date.

      4.4 Consent to electronic signature and communications

      You agree that submitting your application for a Stampli Card and indicating consent to these Stampli Card Program Terms constitutes your electronic signature. You also agree that your electronic consent has and will have the same legal effect as a physical signature. You consent to us providing Notices and account statements to you electronically, and understand that this consent has the same legal effect as would a physical signature.

      4.5 Supplemental agreements

      In certain circumstances, including where we deem Company to present a high risk to Stampli or where we are required by a Program Partner, we may require supplemental agreements between Stampli and Company or parties affiliated with Company. The availability of specific Services to Company may be subject to these supplemental agreements. We may add or change the applicability of these requirements and the supplemental agreements at any time. Company or parties affiliated with Company (including affiliates or Control Persons) may be required to enter into such supplemental agreements in order to access or continue use of the Services. We may require Company to enter into a security agreement or provide a security interest in Company assets for certain Programs. Required supplemental agreements are provided separately from these Stampli Card Program Terms.

      5. ACCESS

      5.1 Security

      You will keep your Stampli Card and any associated Credentials secure and only provide access to individuals that you have authorized to use the Services on your behalf. You will take all reasonable steps to safeguard the privacy, confidentiality, and security of User Credentials. You will closely and regularly monitor the activities of Users who access the Services, and you will use all reasonable means to protect Cards, checks, mobile devices, web browsers, and anything else used to access or utilize the Services.

      You will ensure that each User has their own unique set of Credentials, keeps those Credentials secure, does not share those Credentials with any other person or third party, and does not reuse Credentials for other services.

      You will not allow any unauthorized person to use the Services. You will immediately disable User access to the Services or limit permissions where you know or suspect your Stampli Card has been compromised or may be misused or where you know or believe a User’s Credentials are compromised or lost; and you will promptly notify us of any unauthorized access or use of your Stampli Card or the Services.

      You are responsible for assessing the security requirements of your business and selecting and implementing Security Procedures appropriate to mitigate your exposure to potential security incidents. This responsibility includes selecting appropriate administrative, procedural, and technical controls that are appropriate to protect Company’s financial accounts.

      Stampli may provide or suggest that you implement certain Security Procedures in connection with your use of the Services. You understand that your responsibility for the security of your business is not diminished by any Security Procedures that we provide or suggest. You agree to review all of the Security Procedures we suggest and choose those that are appropriate to protect Company against unauthorized transactions. If you believe that the Security Procedures, we suggest are insufficient for Company then it is your sole responsibility to independently implement additional controls that meet Company’s needs.

      We may update the Security Procedures at any time, and your continued use of the Services constitutes your agreement to the updated Security Procedures. You agree to review the Security Procedures regularly and contact us with any questions about the Security Procedures.

      By using the Services, you represent that you have reviewed the Security Procedures and that those you have chosen are commercially reasonable for you to protect against unauthorized transactions. You assume all liability arising from disabling, opting out of, or failing to properly use Security Procedures made available to you or implemented at your discretion.

      5.2 Transactions and Activities

      Though we may provide Security Procedures, we cannot guarantee that you will not become a victim of fraud. You are solely responsible for all transactions initiated through the Services using Credentials and for all transactions initiated in your name that are authenticated using the Security Procedures you choose.

      You will be bound by any transaction (including any transfer, instruction, or payment order we receive related to the Stampli Card), even if it is not authorized, if the transaction is initiated under your Credentials or processed in accordance with your instructions.

      We may help you resolve unauthorized transactions, but you acknowledge and understand that you are responsible for any financial loss caused by Authorized Users, Users, or other persons given access to the Services or your Stampli Card, and any financial for loss due to compromised Credentials or due to any unauthorized use or modification of your Stampli Card or the Services. Stampli is not liable or responsible to you, and you waive any right to bring a claim against us, for any such losses.

      We or the Issuer may suspend access to your Stampli Card or the Services at any time and for any reason, in our sole and absolute discretion, without prior Notice. Some of the reasons we may suspend access to your Stampli Card include: if we believe your Stampli Card has been compromised; if we believe that not doing so may pose a risk to you, Stampli, or any third parties; if Company Data or Personal Data is incomplete, inaccurate, or out of date; if we believe you have violated these Stampli Card Program Terms or the law; or if we are required to do so by a Program Partner or by law.

      5.3 Unauthorized Use

      You are liable for all unauthorized charges on your Stampli Card unless:

      • The unauthorized charge occurred after you freeze the Stampli Card associated with the activity and provide us with notice that a Stampli Card had been lost, stolen, compromised, or involved in other unauthorized use, and we had a reasonable amount of time to act upon such notice; or
      • You are eligible for other protection from unauthorized charges under applicable law.

      5.4 Fees and Disclosures

      We may assess Fees for some Programs or Services, including periodic fees, usage fees, service fees, and fees applicable to certain transactions. We may also assess Fees for late or failed payments, or misuse of your Stampli Card or the Services. We will disclose Fees to you when opening your Stampli Card, when you start using a new Service, or through our website. We may update, add, or change Fees upon 30 days’ Notice to you.

      Any accrued or incurred Fees will be reflected on your statements for the applicable Program and included in the amounts you owe Stampli under such Program.

      5.5 Credit Reporting

      We may report Company payment history and performance to one or more credit reporting agencies.

      6. REWARDS

      Stampli may determine when, how, and under what conditions you may qualify for, accrue, redeem and retain rewards, and Stampli may modify these conditions with or without Notice to you. Certain Programs or Services may not be eligible for rewards. Rewards may be subject to caps, revocation, or forfeiture as set forth in the Rewards Terms. All rewards offered are subject to the Stampli Card Rewards Program terms.

      7. CHANGES TO THE SERVICES

      We may add Programs or Services or modify existing Programs or Services at any time. Some of these Services will be subject to Additional Terms. You acknowledge and understand that in order to use certain Services, you must agree to the Additional Terms that we will provide separately from these Stampli Card Program Terms, and which will be incorporated by reference and form a part of these Stampli Card Program Terms.

      8. UPDATES TO COMPANY INFORMATION

      8.1 Providing information

      You will keep Data and each User’s Data current, complete, and accurate through the Services at all times whether we provide you with full or provisional access.

      At any time during the term of these Stampli Card Program Terms and your use of the Services, we may require additional information from you, including Data (such as copies of government-issued identification, business licenses, or other information related to your business, and copies of government-issued personal identification and proof of address) to verify beneficial owners, validate information you provided, verify the identity of Authorized Users or Users, and Company’s financial condition and business risks.

      8.2 Notification of corporate and business changes

      Company must be duly organized and in good standing under the laws of its jurisdiction of organization throughout the term of these Stampli Card Program Terms.

      You will promptly notify us in writing if any of the following occur:

      • The nature of your business changes significantly

      • There is any change of Beneficial Owners or Control Persons

      • There is any material change in the control or ownership of your business (whether direct or indirect) or you transfer or sell 25% or more of your total assets

      • There is any planned or anticipated liquidation, or voluntary bankruptcy or insolvency proceeding

      • You are the subject of an inquiry, proceeding, investigation, or enforcement action promulgated by any regulatory authority

      • You are party to a litigation in which claims are asserted that would, if sustained in a legal proceeding or alternative dispute resolution forum, result in a material impact to Company’s financial condition

      • You receive a judgment, writ or warrant of attachment or execution, lien, or levy against 25% or more of your total assets

      • You begin engaging in any of the Prohibited Activities or Restricted Activities

      9. GENERAL PROVISIONS

      9.1 Limitation of Liability

      Stampli is not liable to you for consequential, indirect, special, exemplary, or punitive damages, lost profits, or lost revenue arising from or related to your use of or inability to use Stampli Cards, lost profits or reputational harm, physical injury or property damage, or any other losses or harm arising from or related to these Stampli Card Program Terms or any terms, agreements, or policies incorporated by reference, whether or not we were advised of their possibility by you or third parties. Our maximum liability to you under these Stampli Card Program Terms and any terms, agreements, or policies incorporated by reference, is limited to the greater of the total amount of Fees actually paid by you to Stampli in the three months preceding the event that is the basis of your claim or $1,000. These limitations apply regardless of the legal theory on which your claim is based.

      9.2 Disclaimer of Warranties by Stampli

      THE SERVICES, STAMPLI CARD, AND BETA SERVICES ARE PROVIDED TO YOU AS IS AND AS AVAILABLE. STAMPLI DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES OF NON-INFRINGEMENT OF THE SERVICES, STAMPLI CARDS, AND BETA SERVICES. NOTHING IN THIS STAMPLI CARD PROGRAM TERMS WILL BE INTERPRETED TO CREATE OR IMPLY ANY SUCH WARRANTY TO YOU.

      THIRD-PARTY SERVICES ARE NOT PROVIDED OR CONTROLLED BY STAMPLI. STAMPLI DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY THIRD-PARTY SERVICES.

      STAMPLI DISCLAIMS ALL WARRANTIES AND DOES NOT GUARANTEE THAT (A) SERVICES AND DATA PROVIDED UNDER THIS STAMPLI CARD PROGRAM TERMS ARE ACCURATE OR ERROR-FREE; (B) THE SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (C) THE SERVICES WILL BE USABLE BY COMPANY, ADMINISTRATORS, OR USERS AT ANY PARTICULAR TIME OR LOCATION; (D) SPECIFIC MERCHANTS WILL PERMIT PURCHASES USING CARDS ISSUED BY AN ISSUER; (E) SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (F) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, EVEN WHEN WE ARE ADVISED OF SUCH DEFECTS.

      STAMPLI IS NOT LIABLE FOR AND DISCLAIMS LIABILITY FOR ANY DAMAGES, HARM OR LOSSES TO YOU ARISING FROM UNAUTHORIZED ACCESS OR USE OF YOUR STAMPLI ACCOUNT OR THE SERVICES OR YOUR FAILURE TO IMPLEMENT APPROPRIATE SECURITY PROCEDURES.

      9.3 Indemnification

      You agree to indemnify, defend, and hold harmless Stampli and Issuer (including our respective affiliates, directors, employees, agents, and representatives), from and against all losses, liabilities, claims, demands, or expenses, including reasonable attorney’s fees, arising out of or related to: proceedings, suits, or actions brought by or initiated against Stampli by any third party due to your breach or alleged breach of these Stampli Card Program Terms, any terms, agreements, or policies incorporated by reference, or any other agreements with Stampli; acts or omissions of Authorized Users, Users, or other Company employees or agents; Company’s actual or alleged infringement of a third party’s intellectual property rights; Company’s use of third-party services; or disputes over Charges between Company and merchants.