FINVARI CORPORATE ACCOUNT AGREEMENT

Last Updated: October 18, 2021

This Finvari Corporate Account Agreement (this “Corporate Account Agreement”) is made, effective as of the date that the same is accepted by us after you have submitted your application to open a Business Account (the “Effective Date”), by and between Finvari, Inc, a Delaware corporation (“Finvari”, “we”, “our”, or “us”), and its successors and assignees and the Company which is obligated under this Corporate Account Agreement. Use of any Business Accounts, Card Accounts or Cards opened for and issued to you by us is deemed acceptance of the terms contained herein.

You consent to receive all communications from Finvari electronically as described in this Corporate Account Agreement. We may update or replace this Corporate Account Agreement by posting an updated version to our legal page and sending a Notice. Your continued use of the Finvari Services will serve as your acceptance of any changes to this Corporate Account Agreement.

You agree that you, the Business Account Owner, accepts sole and complete responsibility for the actions of the Business Administrator. You agree that whenever the Business Administrator tells us to add a person as an Authorized User you, the Business Account Owner, also agrees to add that person as an Authorized User and you accepts full responsibility for any and all actions of that Authorize User including all Transactions.

1. DEFINITIONS; INTERPRETATION. The following terms, as used in this Corporate Account Agreement, shall have the following meanings. Any defined terms used, but not otherwise defined, herein, shall have the meanings ascribed to them in the Card Terms or the User Terms, as the case may be

1.1. Definitions.

“Agreement” means, collectively, this Corporate Account Agreement, the Card Terms, Finvari’s User Terms and Conditions, and the Application and related authorizations.
“Authorized User” means any designated person authorized by the Business Administrator to use the Card Account and/or Card on Business Account Owner’s behalf.
“Application” means the Finvari Account Application that is required to be completed, submitted and approved in order to obtain a Finvari Account.
“Bank” means Sutton Bank, an Ohio State chartered bank, and a member of the Federal Deposit Insurance Corporation (“FDIC”).
“Beta Services” means beta or pre-release products or services, which may contain features and functionality that are incomplete or subject to substantial change or discontinuation, whether by notice or otherwise.
"Billing Cycle” refers to the interval of time from the end of one Periodic Statement date to the next Periodic Statement date. Billing Cycles may vary by Finvari customer.
“Business Account” means the top-level account created by the Business Account Owner in the Program with funds available for associating with Cards issued at Business Account Owner’s or any Business Administrator’s request and the Card Accounts for such Cards.
“Business Account Owner” means the entity that has qualified for and established a Business Account and its Card Accounts.
“Business Administrator” means any designated person authorized by the Business Account Owner to administer the Business Account, Card Account and associated Cards and/or act on Business Account Owner’s behalf in connection with the Agreement, including, without limitation, designating Authorized Users, funding the Card Account, and setting Card Account limitations.
“Card” means the Mastercard branded Finvari Corporate Card issued by the Bank through which any Authorized Users can obtain funds in the Card Account. Each reference to “Card” shall also include “Cards”. A Card may be a virtual card represented by a 16-digit account number and a physical card embossed with a 16-digit number.
“Card Account” means a sub-account of the Business Account and the records maintained by Bank for each Card associated with the Business Account that is requested by the Business Account Owner or any Business Administrator.
“Card Association” or “Card Network” means a bank card association organization owned by a financial institution(s) that licenses bank credit card programs, such as, e.g., Visa or Mastercard.
"Card Terms” or “Finvari Card Program Agreement” means the agreement between the Company and the applicable Issuer for use of Cards identified on our website.
“Chargeback” means a dispute that you initiate against a merchant for an unresolved dispute with the merchant or where a Transaction is unauthorized.
“Company Data” means information or documentation provided by the Company to Finvari, and which includes Financial Data and any Personal Data provided by the Company, Business Administrators, and Authorized Users.
“Consolidated Action” means class arbitrations, class actions, or other action brought between multiple parties based on the same or similar legal claims, or the same or similar facts.
“Company”, “you” or “your” means the company that is applying for or has opened a Business Account.
“De-Identified Data” means data derived from Company Data that has been anonymized or aggregated with other data and that can no longer be used to identify a specific company or individual, and is not subject to any reverse engineering with respect to the same.
“Feedback” means all feedback, suggestions, ideas, or enhancement requests you submit to us.
“Fees” means charges we impose on you for use of Finvari Services or your Business Account.
“Financial Data” means the Company’s bank balance, transaction, and account information accessible to Finvari through Linked Accounts or Third-Party Services.
“Fines” means all fines, fees, penalties, or other charges imposed by an Issuer or regulatory authority arising from your breaching of this Corporate Account Agreement (including the Card Terms) or other agreements you have with Finvari or an Issuer.
“Finvari Card Program” or the “Program” means the program through which the Bank issues one or more Cards to Business Account Owner for use by Authorized Users to assist the Business Account Owner in managing corporate expenses.
“Finvari Connector” means the method of integration either through a downloadable installer or an API connection that connects your ERP (enterprise resource planning) or accounting system to the Finvari Platform.
“Finvari Data” means all data developed or collected by Finvari through the development or provision of Finvari Services, Cards, or Third-Party Services, or generated or recorded by the Finvari Platform, but which does not include Company Data.
“Finvari Platform” means the Finvari web application and mobile application that Business Administrators or Authorized Users log into when using the Finvari Services.
“Finvari Property” means the Services and related technology; Finvari Data; and copyrights, patents, trade secrets, trade or service marks, brands, logos, and other intellectual property incorporated into each of the foregoing.
“Finvari Services” means the expense and corporate Card management services and all other services and software, including but not limited to the Finvari Platform and Finvari Connector, provided by Finvari through and in relation to your Business Account.
“Issuer” means the bank that is a member of the Card Network indicated on Cards and is responsible for issuing the Cards to you.
“Linked Account” means any account that is held with a financial institution or that provides financial data and is linked to or authorized for use through or for your Finvari Account. This includes any account for which you provide account, routing and / or debit authorization in connection with the Agreement.
“Notice” means any physical or electronic communication or legal notices related to this Corporate Account Agreement that are provided to you, Authorized Users, or Business Administrators through text or SMS, email, your Business Account, or by other means.
“Periodic Statement” means the periodic statements identifying Transactions, Fees, Fines, refunds, or other amounts owed or credited to your Business Account during each Billing Cycle.
"Personal Data” means data that identifies or could reasonably be used to identify a natural person.
“Principal Owner” means (1) each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns twenty-five percent (25.0%), or more, of the equity interests of the legal entity and (2) one individual with significant responsibility for managing the legal entity listed above, such as an executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer); or any other individual who regularly performs similar functions.
“Prohibited Activities List” means the list of prohibited business types and activities posted on our website as updated, from time to time, that may render the Company ineligible for a Business Account.
“Prohibited Person” means any individual or organization that is subject to sanctions in the United States, identified on any lists maintained by OFAC, the U.S. Department of State or the U.S. Department of the Treasury, or is subject to any law, regulation, or other list of any government agency that prohibits or limits us from providing a Finvari Account or Services to such person or from otherwise conducting business with the person
“Third-Party Services” means services and data provided by third parties connected to or provided through Finvari Services. Third-Party Services include ERP, accounting or expense management platforms (e.g., such as QuickBooks, Expensify, Viewpoint, and Sage), payment processors and e-commerce platforms (such as Shopify or Magento), and applications used to monitor Linked Accounts (such as Plaid or Finicity).
“Third-Party Service Provider” means an affiliate or other third-party that assists us in providing the Finvari Services to you, that supports our internal operations, or that provides other services related or connected to, or provided through the Finvari Services and a Business Account.
“Transaction” means the use of the Account to buy goods or services at merchants that accept payments on the applicable Card Network.
“User Terms” means the agreement titled User Terms and Conditions and that all Authorized Users and Business Administrators must agree to before using the Finvari Platform or Cards and as the same may be updated by Finvari, from time to time, as provided therein.
“Unauthorized Transaction” means a Transaction made on an Account by any person or entity other than an Authorized User, or otherwise for an unauthorized purpose.
“User Notifications” may include alerts about Services, Cards or Transactions.

1.2. Construction and Interpretation. In the event of any conflict between this Corporate Account Agreement and any other part or portion of the Agreement, the Card Terms shall control, and, thereafter, this Corporate Account Agreement shall control, unless such other portion of this Agreement expressly states that is shall control as to any such express provision.

2. TERM AND TERMINATION.

2.1. The Agreement is effective when we accept your completed Application for a Business Account and continues until terminated by either you or us, or in accordance with the Card Terms, or as otherwise set forth in this Corporate Account Agreement. Subject to the terms of the Agreement, and acceptance of your Finvari Account Application by Finvari, we will establish a Business Account for you and the Bank shall issue physical and virtual Cards.

2.2. We may terminate the Agreement, at any time, by providing prior Notice to Company. Company may terminate the Agreement with written Notice and by deactivating all Cards and paying all amounts owed including but not limited to all Transactions, Fees, and Fines. Notwithstanding any termination or expiration of this Corporate Account Agreement, the Company shall remain fully responsible for any amounts owed under the Agreement and this Corporate Account Agreement will not expire or terminate until all such amounts are paid in full.

3. APPLYING FOR A BUSINESS ACCOUNT.

3.1. You will need to provide Company Data and certain Personal Data and connect at least one Linked Account when submitting an application for a Business Account. To get a Business Account you will need to complete an Application. Company Data may include business information (such as registered business name and State of incorporation for the Company, the business address, ownership details, actual or anticipated revenue, the nature of the business, bank statements, and details from Linked Accounts and other business information we may request, from time to time), Personal Data (such as the name, contact information, and date of birth of Authorized Users), information on the beneficial owners of the Company, and documentary information used to verify business and Personal Data (such as corporate registration certificate, proof of address, or personal identification).

3.2. We provide Company Data and Personal Data to Issuers and Third-Party Service Providers to determine your eligibility for the Finvari Services and Cards. We may approve or deny your application or grant you provisional access to the Finvari Services or your Business Account while your application is pending additional review. Finvari and Issuers rely on the accuracy of Company Data and Personal Data when opening and maintaining your Business Account. We may deny Applications, interrupt provision of the Finvari Services to you, or suspend or close your Business Account for any reason, including where Company Data or Personal Data is incomplete, inaccurate, or out of date. You will keep Company Data and each Authorized User’s Personal Data current, complete, and accurate in your Business Account whether we provide you with full or provisional access.

3.3. If you successfully open a Business Account through a referral link provided by an existing Finvari customer, you acknowledge and agree that Finvari may provide Company Data about you to the Finvari customer that referred you, confirming that you successfully opened a Business Account and/or met other criteria required by the referral link.

4. FINVARI PLATFORM.

4.1. Services. The Finvari Services allow you to issue and manage Cards for your Authorized Users, manage expenses and reporting, and access, use, and connect Third-Party Services through your Business Account, and access other functionality through your Business Account. Finvari may change or provide new Finvari Services, but will not materially diminish or remove Finvari Services without Notice, except where necessitated by an Issuer or Third-Party Service Provider, or as otherwise required by law.

4.2. Managing your Business Account. You must specify at least one Business Administrator to manage your Business Account when submitting your Application. Business Administrators can add, remove, or manage additional Business Administrators and Authorized Users, request and manage Cards, set or change spending limits, view transactions, run reports and download statements, provide or update Company Data, connect Linked Accounts, Third-Party Services, and other accounts to your Business Account, and perform other tasks on your behalf. You are responsible for any actions or failure to act on the part of Business Administrators, Authorized Users, and those using credentials issued to Authorized Users to access Company’s Business Account.

4.3. Security and Monitoring your Business Account. You will keep your Business Account and Cards secure and only provide access to individuals that you have authorized to use Cards on your behalf. You will immediately disable Authorized User access to the Finvari Services, suspend Cards or reduce spending limits where you know or believe your Business Account or Cards have been compromised or stolen or may be misused, and you will promptly notify us of any unauthorized access or use. We may help you resolve Unauthorized Transactions using your Cards, but you are ultimately responsible for financial loss caused by Business Administrators, Authorized Users, or other persons given access to the Finvari Services, your Business Account, or Cards; and no assistance regarding the same by Finvari shall be construed as an admission of an obligation to do so in that instance, or in any other instance. We may suspend access to your Business Account or Cards if we believe your Business Account or Cards have been compromised or that not doing so may pose a risk to you, Finvari, Issuers, or any third-parties.

4.4. Requirements and Prohibited Activities.

4.4.1. Only companies organized and registered in the United States (such as Corporations, LLCs, or LLPs) may apply for a Business Account. Consumers, sole proprietors, unincorporated partnerships, and companies registered outside the United States are not permitted to use, or attempt to open or use, a Business Account.

4.4.2. Your Business Account, Finvari Services, and Cards may only be used for the Company’s bona fide business purposes. Your Business Account, Finvari Services, and Cards may not be (a) used for any purpose that is unlawful or prohibited by this the Corporate Account Agreement or the Card Terms; (b) used for any personal, family, or household use; (c) provided to or used for the benefit of an individual, organization, or country that is blocked or sanctioned by the United States of America, including those identified by the United States Office of Foreign Asset Control (OFAC); (d) used by unaffiliated third-parties; (e) used to misrepresent, or in any other way falsely identify, the Company’s identity or affiliation, including through impersonation or altering any technical information in communications using the Finvari Services; (f) used to attempt to gain unauthorized access to the Finvari Services, other customers’ computer systems or networks using the Finvari Services through any means; (g) used to reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Finvari Services, in whole or in part; (h) used to bypass or breach any security device or protection used by the Finvari Services, or access or use the Finvari Services other than through the use of then valid access credentials; (i) accessed or used for purposes of the development, provision or use of a competing software service or product; or (j) used for any other activities not for the benefit of the Company.

4.4.3. We will not approve and may close Business Accounts that we know or believe are engaged in any of the prohibited activities identified in the Prohibited Activities List (https://www.finvari.com/prohibited-activities). Where your Company is engaged in certain restricted activities, Finvari may require that you provide additional information to open or maintain your Business Account. We may update the Prohibited Activities List at any time and from time to time. You agree to review this regularly and contact us with any questions you have about how this list may apply to your Company’s business.

4.4.4. We may suspend or terminate access to your Business Account or Cards if we believe this Section 4.4 was violated, or if otherwise required by an Issuer. You agree to pay all Fines imposed on Finvari by Issuers, regulators, or government agencies for your violation of this Section 4.4, and you agree to indemnify and hold us harmless for the same.

4.5. Ownership and License.

4.5.1. Finvari and licensors own all Finvari Property. You, Business Administrators, and Authorized Users may use Finvari Property only as is and for the purposes provided in this Corporate Account Agreement, the User Terms and Conditions and the Card Terms. You may not modify, reverse engineer, create derivative works from, or disassemble Finvari Property; or register, attempt to register, or claim ownership in Finvari Property or portions of Finvari Property.

4.5.2. Finvari grants you a non-exclusive and non-transferable license to use Finvari Property as provided through the Finvari Services and as permitted by this Corporate Account Agreement. This license terminates upon termination of this Corporate Account Agreement unless terminated earlier by us.

4.6. Data.

4.6.1. The Card Networks, Finvari, and Issuers collect and process Company Data and Personal Data through your use of the Cards, the Services (including received through Linked Accounts), the Finvari Connector, and Third-Party Services. The Card Networks, Finvari, and Issuers may use and disclose Company Data and Personal Data (a) to provide Services to Company and Users; (b) as required by law or Card Network rules; (c) for underwriting, identity verification, and fraud prevention; (d) to verify account balances and account information, establish Business Account spending limits, identify spending patterns, and Card level spending limits; (e) to analyze and report transactions; (f) to report Company performance to credit reporting agencies and credit rating agencies, where appropriate; (g) for internal analytics and reporting; (h) as needed in dispute resolution; and (i) as otherwise permitted by law.

4.6.2. We will not share any Company Data or Personal Data with third parties for marketing their unaffiliated products without your consent, but we may use Company Data and Personal Data to identify Services, Third-Party Services, and programs that we believe may be of interest to you for the purpose of promoting them to you, including as part of a rewards or benefits program.

4.6.3. Except as prohibited by law, Finvari may use and disclose De-Identified Data, where such De-Identified Data cannot be reasonably used to identify Company or Authorized Users, for Finvari’s own purposes, including to improve and develop Finvari products, services, and marketing efforts (such as developing data products). Finvari may also include De-Identified Data in both public and private reports. For the avoidance of doubt, no such De-Identified Data shall contain any Company Confidential Information or be subject to any procedures of re-identification.

4.7. Rewards. Finvari may determine when, how, and under what conditions the Company or Authorized Users may qualify for or earn rewards. Certain Cards may not be eligible for rewards. All rewards (if any) that are offered shall be subject to the Corporate Account Agreement. Finvari may change, modify or terminate rewards at any time.

4.8. Beta Services and Feedback. Beta Services may be made available to you, from time to time, but you have no inherent rights to receive any invitation to use the same. Any Beta Services are provided to you “AS IS”, and without warranty of any kind. We may use any Feedback about the Finvari Services or Beta Services freely and without restriction. Except where specifically notified by us, we will not compensate or credit you for Feedback you provide us.

4.9. New Services. We may add new features or services on the Finvari Platform, from time to time. Some of these may be subject to additional terms and conditions and Fees, but you will not be subject to the same without your affirmative consent.

4.10. Privacy. Collection, use, and handling of Personal Data is described in our Finvari Privacy Policy (https://www.finvari.com/privacy-policy), as the same may be updated by us, from time to time. Please review our Privacy Policy and contact us if you have any questions. Do not use our Finvari Services if you object to our Privacy Policy.

5. PAYMENT CARDS; ACCOUNT TERMS AND PAYMENT TERMS.

5.1. Card Terms. Cards are issued by the Issuer identified on the back of physical Cards issued to you, in the Card Terms, and relevant program materials provided to you. This Corporate Account Agreement, the User Terms and the Card Terms govern your use of the Cards. You may only use the Cards if you consent to this Corporate Account Agreement and Card Terms. Issuers may update Card Terms, at any time, by providing Notice to you through Finvari and your continued use of the Cards constitutes your acceptance of the updated Card Terms. Business Administrators and Authorized Users may only use the Cards if they consent to the User Terms.

5.2. Requesting and Replacing Cards.

5.2.1. Business Administrators may request Cards for Authorized Users through your Business Account, but will only request Cards for and provide Cards to individuals that are employees or affiliated with or authorized by the Company. Cards may be denied or canceled due to changes in Issuers’ policies, as required by law, or for other reasons we determine are appropriate under the circumstances. Cards may be issued to Authorized Users as physical or virtual cards (a Card issued without an associated physical card). By default, new Authorized Users will be issued a physical Card and will be able to view transactions and manage their Cards through the Business Account. There may fees associated with the issuance and replacement of Cards. These fees may be found in this Corporate Account Agreement or through your Business Account. Finvari reserves the right to change these Fees with no Notice to you

5.2.2. You will promptly notify us and take appropriate measures to prevent Unauthorized Transactions when a Card is lost, stolen, breached, or needs to be replaced. In such cases, Business Administrators may request the issuance of replacement Cards by Issuers through your Business Account. Replacement Cards may have new account numbers that will require you to update the Card on file for any scheduled or recurring payments. If you do not update the Card for scheduled or recurring payments, the Transactions may not be completed. You are solely responsible for updating Cards stored with merchants where account numbers have been changed.

5.3. Using Cards. You agree to establish and maintain controls designed to ensure that the Cards are only used for bona fide Company purposes and in compliance with Card Network rules. You are solely responsible for Transactions made by any individuals given access to Cards even if they are not the person associated with or named on the Card. Finvari, Issuers, Card Networks, or other intermediary Third-Party Service Providers (including merchant acquirers) may deny or reverse Transactions for any reason. Finvari is not responsible for any losses, damages, or harm caused by Transactions that are denied or reversed.

6. SPENDING LIMITS.

6.1. Finvari, in its sole discretion, may set spending limits and establish a Business Account for your use for commercial and/or business purposes. Such Business Accounts and associated Card Accounts and Cards may be used only by you and your Authorized Users and may not be transferred to another user, person or entity, without prior written consent from Finvari.

6.2. If requested, the Company agrees to promptly furnish Finvari copies of its official and finalized standard financial statements, as well as other applicable financial information, as soon as available, but no later than ninety (90) days following the end of each fiscal year. The financial statements shall have been prepared consistently, year over year, and shall be in accordance with the books and records of Company. Any financial information submitted shall be kept strictly confidential by Finvari.

6.3. Authorized Users can make aggregate purchases on Cards up to the spending limit that is assigned by Finvari for a Business Account. The spending limit for each Business Account appears on the Periodic Statement and can be monitored daily via the online portal. You agree not to exceed the total spending limit for a Business Account. Finvari may change the spending limit, without prior notice; provided, however, that Finvari will use its best efforts to provide advance notice of any changes to the spending limit, and no changes which reduce or extend the spending limit will work to create or alleviate a previous violation of this covenant. If Finvari permits or has previously permitted you to exceed your spending limit, it does not mean that Finvari will permit you to exceed your spending limit again.

6.4. If (i) any balance is past due; and/or (ii) the amount of the Transaction plus the outstanding balance (including Transactions authorized but not yet posted) exceeds the spending limit, Finvari may close or suspend a Business Account and / or Card Account and deny the Transaction. You will, immediately upon request, pay the amount over the limit and any associated fees or the entire balance due on the Business Account. Nothing contained in the Agreement prevents you or the Business Administrator from requesting an increase or decrease of the spending limit.

7. PREPAID ACCOUNTS.

7.1. You may request that Finvari and the Bank, in their sole discretion, allow you to prepay the funds to be used in the Business Account. In any such event, Finvari and the Bank will establish a prepaid Card Account. Any prepaid Card Accounts created for you shall be non-transferable and may be canceled, suspended, or revoked by Finvari or the Bank, at any time without prior notice, subject to applicable law. No interest will be paid on funds held in a prepaid account.

7.2. You are responsible for the use of the prepaid Card Account according to the terms and conditions of the Agreement.

7.3. When you use the prepaid Card Account, Finvari will reduce the prepaid amount by the amount of the Transaction and any applicable fees. You may not, at any time, make a Transaction that will exceed the prepaid amount. If you do, you are fully liable to Finvari for the amount of the Transaction and any applicable fees. If Finvari permits or has previously permitted you to exceed its prepaid limit, it does not mean that Finvari will permit you to exceed such limit again. All fees you owe Finvari will be debited from the prepaid Card Account. Finvari has the right to offset against the prepaid amount any indebtedness you owe to Finvari and/or the Bank. Finvari and the Bank are not liable for any dishonored Transaction entry that results. If you authorize a Transaction and then fail to complete the purchase as planned, the approval may result in a hold for that amount of funds for up to seven (7) calendar days.

7.4. You may add funds to the prepaid Card Account, at any time by wire or customer initiated ACH. ACH value load amounts may be held for up to four (4) Business Days to ensure funds clear before being accessible by you or Account Users. The minimum amount of the initial value load is $1,000.00. There is currently no minimum amount for each subsequent load; however, Finvari may impose one in the future, by Notice. The maximum amount of the initial value load is $2,000,000. The maximum amount of each value reload is $2,000,000. The maximum number of times you may load a prepaid Card Account per day is six (6).

7.5. Finvari and the Bank reserve the right to deduct funds from the prepaid amount in order to correct a previous error, and you authorize us (i) to share information as necessary with any funding entity in connection with resolving any errors or overpayments, and (ii) if applicable, to accept instructions from you to add or deduct funds from the prepaid Card Account and, in the case of deductions, to return those funds to you.

8. LINKED ACCOUNTS / ACH AUTHORIZATION.

8.1. General. THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT YOUR LINKED ACCOUNTS FOR ALL AMOUNTS YOU OWE UNDER THIS AGREEMENT. PLEASE READ IT THOROUGHLY.

8.2. Your Authorization to Debit Linked Accounts. You authorize Finvari, Issuers, or their assigns to collect amounts owed under this Agreement by debiting funds from the Linked Accounts at depository institutions (including banks and credit unions) using the Automated Clearinghouse (ACH) network governed by the rules established by the National Automated Clearinghouse Association (NACHA). These debits are bound by NACHA rules for business-related ACH debits.

8.3. Manner and Timing of Payment. We will debit Linked Accounts for all amounts owed to us under the Agreement. If we cannot collect these amounts via ACH, you agree to immediately pay all amounts owed as directed. You also authorize Finvari, Issuers, or their assigns to debit Linked Accounts immediately, on any date, and without additional Notice where: (i) the total aggregate balance of Linked Accounts is less than any balance minimums that we have communicated to you, or (ii) we determine in our sole discretion that the Company poses or may pose an unacceptable risk to Finvari, the Bank, or third-parties or no longer satisfy the underwriting criteria used to establish the spending limit for Company.

8.4. Withdrawing Your Authorization. To withdraw the debit authorization from a Linked Account, you must provide us 30-day advanced Notice and pay all amounts owed under your Finvari Account immediately, including Transactions, Fees and other amounts that may be included in future Periodic Statements. Withdrawal of a debit authorization does not terminate the Agreement or your obligation to pay all amounts owed under the Agreement.

8.5. Linked Accounts and Third-Party Services. We will use Financial Data from Linked Accounts to verify account balances and account information, establish spending limits, identify spending patterns and potential fraud, determine spending limits, analyze and report transactions, and provide Finvari Services to you. You must maintain at least one Linked Account at all times and agree that Finvari may directly debit this Linked Account for payment of Periodic Statements. You may change Linked Accounts by contacting Finvari. Use of specific Finvari Services or features may also require that you permit Finvari to access Company Data through Third-Party Services.

8.6. Additional Authorizations. Authorization to debit a Linked Account may also be governed by terms found in the Card Terms.

9. PAYMENT PROMISE.

9.1. You agree to pay and/or perform: (i) fees listed on the attached Fee Schedule; (ii) all amounts due for Transactions; and (iii) any and all costs (including reasonable attorneys’ fees) incurred in enforcing your obligations under the Agreement to pay by the payment due date established by Finvari and provided on your Periodic Statement and the online portal.

9.2. Periodic Statements may be provided electronically through the online portal or mobile app.

9.3. All payments made will be applied first to unpaid late fees and then to the unpaid balances. You or a Business Administrator, as applicable, may pay the Business Account balance or any portion of it, at any time prior to its due date. Finvari may apply any unpaid late fees against any amount due to or from you.

9.4. Transactions listed on Periodic Statements that are not paid on time may be collected from any Linked Account that is currently linked; or set-off, debited, or collected from any prepaid amounts in a Business Account that you hold jointly with a third-party or open in the future even if your original Business Account has been closed. This right may be exercised against Company, its affiliates, any assignees for the benefit of your creditors, or receivers. 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.

9.5. Any failure to pay the full amount owed to Finvari when required is a breach of this Agreement. You are responsible for all late fees, costs or expenses that we or Issuers incur collecting amounts owed but not timely paid, including legal or collections fees at the maximum rate permitted under law.

10. FEE SCHEDULE. We will disclose Fees to you during the application process. We may update, add, or change Fees upon thirty (30) days’ prior Notice. Fees we assess may include, e.g., 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.

11. DISPUTED AMOUNTS.

11.1. You shall use your best efforts to promptly resolve all purchase disputes directly with the relevant merchants, particularly such disputes arising out of purchase price discrepancies or quality, warranty, or performance issues.

11.2. All Transactions must be paid in full regardless of disputes. Transactions must be disputed in writing no later than sixty (60) days from the billing date or they will be considered final and binding. You may dispute an amount reflected on a Periodic Statement, in good faith, if: (i) the amount does not reflect the face value of the Transaction; (ii) the amount being disputed is a fee that is not properly accrued under the Agreement; or (iii) you do not believe you are liable for that amount.

11.3. Certain Transactions in dispute may qualify for Chargeback to the merchant due to fraud or other circumstances in which the merchant may be liable. Finvari shall attempt to charge the Transaction back to the merchant in accordance with Card Association rules and regulations. Any accepted Chargeback will be credited to the relevant Card Account. You will be liable for the Transaction if the disputed item cannot be charged-back to the merchant. Although Finvari may, in its sole discretion, cover all or a portion of such charges, from time to time, such sufferance shall, in no way, be interpreted as an obligation to do so, in that instance, or in any other instance.

12. AUTHORIZED USER ELIGIBILITY. Prior to distributing a Card to an Authorized User, Business Account Owner shall be responsible for ensuring that each Authorized User: (i) is not a Prohibited Person, (ii) is a United States citizen or permanent resident or an employment-based immigrant of the United States (with valid U.S. Tax ID number), as permitted by and in accordance with applicable law, and is of at least eighteen (18) years of age (or older if residing in a State where the majority age is older); (iii) provides or agrees that a Business Administrator may provide all requested information, such as the Authorized User’s name, e-mail address, and such other information as we may request from time to time (collectively, “User Information”); and (iv) duly agrees to the User Terms.

13. NOTICE OF LOSS, THEFT OR UNAUTHORIZED USE. In the event that you or an Authorized User knows of or suspects the loss, theft or possible unauthorized use of a Card or Card Account or if you would like to terminate an Authorized User, you must immediately notify Finvari by emailing support@finvari.com or by using the online portal or mobile app to cancel the Card.

14. UNAUTHORIZED USE AND UNAUTHORIZED TRANSACTIONS.

14.1. Except as otherwise expressly provided in the Agreement, you will be liable to Finvari for all unauthorized use or Unauthorized Transactions that occur if: (i) a Card is lost or stolen and you do not give immediate notice to Finvari at support@finvari.com and/or in accordance with the Card Terms; (ii) if a Card or Card Account number is otherwise compromised, (iii) such use or suspected use occurs as a result of your lack of reasonable security precautions and controls surrounding the Cards, Card Accounts or Business Account including but not limited to failing to cancel or suspend the Card or Card Account of a former Authorized User; or (iv) such use results in a benefit, directly or indirectly, to you or an Authorized User. Misuse, as defined by the Company’s internal policy, by an Authorized User or other employee, contractor or authorized agent of the Company does not constitute fraud, unauthorized use or an Unauthorized Transaction.

14.2. You may be eligible for additional protections against liability for unauthorized use provided by the Card Association. In order to qualify for such protections, Finvari or the Bank must receive notice in the event that a compromised, lost or stolen Card or Account number or that an employee or former Authorized User is no longer employed with Company or authorized to use the Accounts. Such notice must be provided within two (2) Business Days of discovery.

15. COMPLIANCE WITH APPLICABLE LAWS.

15.1. Bank, as well as federal regulations, requires us to obtain, verify, and record information that identifies each company that opens any Finvari Account. We may ask for name, address, date of birth, and other applicable information to identify you.

15.2. Finvari is subject to Bank requirements and certain laws governing the protection of your information and the information of your employees and Authorized Users using the Finvari Card Program. As such, Finvari shall provide its Services to you in accordance with such laws and requirements and standards to protect and keep confidential such information. In doing so, Finvari shall maintain an information security plan and business continuity plan to help ensure that its systems are maintained in accordance with the Bank’s compliance standards.

15.3. In the event that there is a change in applicable law deemed by Finvari to be material to the administration of the Finvari Card Program or a change in the way Finvari is compensated by the card association, Finvari may seek to re-negotiate the terms, including but not limited to, the financial terms of this Corporate Account Agreement. You shall have no obligation to re-negotiate such terms; provided, that if the parties cannot agree on an adjustment of such terms, then Finvari may, at its option: (i) allow this Corporate Account Agreement to remain in effect without any such adjustment; or (ii) terminate this Corporate Account Agreement upon written notice to you.

15.4. If either party is notified by a state or federal regulatory body that any aspect of the services provided to the Company or any aspect of this Corporate Account Agreement does not comply with any applicable law, regulation, rule, policy, or order, then the affected party shall give the other party prompt written notice of the non-compliance. Following notice, the affected obligations will be suspended and the failure to perform those obligations will not be deemed a breach of or Default under this Corporate Account Agreement so long as the affected party is unable to perform due to the notice given by the state or federal regulatory body.

16. FINVARI CONTROLS. You agree that Finvari may perform certain administrative functions with respect to your Business Account, Card Account and Cards, including, but not limited to, implementing and modifying controls, spending limits, sub-spending limits, freezing or suspending Cards and Card Accounts, restricting user access, monitoring usage, etc. As part of Finvari’s commitment to customer service, its managers periodically will monitor telephone communications between Finvari employees and / or contracted third-parties and its customers to ensure that our high quality service standards are maintained. You consent to such monitoring and recording of telephone communications and agree to notify employees who may be in telephone contact with Finvari’s representatives that periodic monitoring of conversations will occur.

17. FINVARI CONNECTOR. Finvari hereby grants you a non-exclusive license to use the Finvari Connector. Your use of the Finvari Connector is subject to the terms and conditions of this Corporate Account Agreement. You may copy the Finvari Connector for archival purposes only and any copy you make must retain all of the original copyright and trademark notices.

18. ADDITIONAL PRODUCTS AND FEATURES.

18.1. Third-Party Products. You may elect to enroll in or use additional ancillary products or features that are offered by Finvari or approved vendors that are not part of the Finvari Services or the Finvari Platform. You understand that additional terms of use for such products or features, including any associated fees may apply and will be provided to you prior to enrollment.

18.2. Product and Service Enhancements. You may request modifications or enhancements to the products and services offers in writing. Such modifications or enhancements may include, but are not limited, to: customized file layouts; reporting; online functionality, or; invoices. We may, in our sole discretion, undertake the requested modifications or enhancements. Additional costs, if any, associated with such work will be mutually agreed upon by both parties in writing before any work is begun. All modifications or enhancements, and any derivative works thereof, would be considered Finvari’s sole intellectual property and you shall have (nor acquire) no right, title or interest in such work.

19. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS.

19.1. Each of the parties represents and warrants that the Agreement constitutes the legal, valid, binding, and enforceable agreement of each party, and its execution and performance of the Agreement: (i) does not constitute a breach of any agreement of either party with any other party, or of any duty arising in law or equity: (ii) does not violate any law, rule or regulation applicable to it; (iii) is within the party’s powers; and (iv) has been authorized by all necessary corporate action of such party. The Company agrees to provide any evidence of corporate (or other organizational) existence and authorization that Finvari may reasonably request.

19.2. You represent and warrant that (a) the Company is, and will continuously throughout the terms of this Corporate Account Agreement be, duly organized and in good standing under the laws of its jurisdiction of organization / incorporation, (b) Business Administrators have requisite organizational power and authority to conduct business and manage the Company’s Business Account, (c) you are opening an account on behalf of a Company organized and registered in the United States and that you are not opening an account as a consumer, sole proprietor or unincorporated partnership, (d) you and all Authorized Users will not engage in activities prohibited by this Corporate Account Agreement or the Card Terms, and (e) Company Data provided to Finvari is, to the best of your knowledge, complete, accurate, and current.

19.3. For Finvari’s continued compliance with the Banks rules and associated regulations, the Company will provide Finvari with advance written notice of: (i) any change in the Company’s legal structure or legal name; (ii) any consolidation, merger or sale of a substantial part of the Company’s assets; or (iii) any change of control of the Company. Finvari reserves the right to make any necessary modifications to the Business Account terms based upon changes made by the Company as referenced above.

19.4. THE SERVICES, FINVARI PROPERTY, AND BETA SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”. EXCEPT AS PROVIDED HEREIN, FINVARI DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF SERVICES, AND NOTHING IN THIS CORPORATE ACCOUNT AGREEMENT WILL BE INTERPRETED TO CREATE OR IMPLY ANY SUCH WARRANTY TO YOU.

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

19.6. FINVARI DISCLAIMS ALL WARRANTIES AND DOES NOT GUARANTEE THAT (I) SERVICES AND DATA PROVIDED UNDER THIS CORPORATE ACCOUNT AGREEMENT ARE ACCURATE OR ERROR-FREE; (II) THE SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (III) THE SERVICES WILL BE USABLE BY THE COMPANY, BUSINESS ADMINISTRATORS, OR AUTHORIZED USERS AT ANY PARTICULAR TIME OR LOCATION; (IV) SPECIFIC MERCHANTS WILL PERMIT PURCHASES USING CARDS ISSUED BY AN ISSUER; (V) SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (VI) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, EVEN WHEN WE ARE ADVISED OF SUCH DEFECTS.

20. EXCLUSIONS AND LIMITATIONS OF LIABILITY; INDEMNIFICATION.

20.1. Finvari is not, under any legal theory, liable for any consequential, indirect, special, exemplary, or punitive damages, lost profits, or lost revenue arising from or related to your or the Company’s use of or inability to use the Finvari Platform, Finvari Connector, Finvari Services or Cards, reputational harm, physical injury or property damage, or any other losses or harm arising from or related to this Corporate Account Agreement, whether or not we were advised of their possibility by you or third-parties. Our maximum liability to you under this Corporate Account Agreement is limited to the greater of (i) the total amount of fees actually paid by the Company to Finvari in the three (3) months preceding the event that is the basis of your claim, or (ii) five thousand dollars ($5,000.00). These limitations apply regardless of the legal theory on which your claim is based.

20.2. You acknowledge and agree that Finvari is not liable to you for any loss, liability or damages you suffer which result from, are related to, or in any way are connected with any fraud control or purchase restriction measures Finvari elects to implement, from time to time.

20.3. You agree to indemnify and defend Finvari (including our affiliates, employees, contractors, and Third-Party Service Providers) against losses arising out of or relating to claims, proceedings, suits, or actions brought by or initiated against Finvari by any third-party due to (i) your breach of this Corporate Account Agreement, or an Business Administrator’s or Authorized User’s breach of obligations owed under this Corporate Account Agreement, any Authorized User Agreement, the Card Terms or any other written agreements with Finvari; (ii) for amounts owed by the Company to third-parties; (iii) for acts or omissions by you or of Business Administrators, Authorized Users, or other Company employees or agents; (iv) for the Company’s use of Third-Party Services; or (v) for disputes over Transactions between the Company and merchants.

21. CONFIDENTIALITY. All information furnished by either party in connection with the Agreement will be kept confidential (and will be used by the other party only in connection with the Agreement), except to the extent that such information: (i) is already lawfully known by the receiving party when received; (ii) becomes lawfully obtainable from other sources; (iii) is required to be disclosed in any document filed with the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, or any other agency of any government; or (iv) is required by law to be disclosed; provided that notice of such disclosure has been given (when legally permissible) by the party proposing to make such disclosure, which notice, when practicable, shall be given sufficiently in advance of the proposed disclosure to permit the other party to take legal action to prevent the disclosure. Nothing in this Section 21 prohibits Finvari from providing any information to its affiliates or third-party servicers in connection with the operation and maintenance of Finvari’s program, and you expressly agree to these disclosures and use of information; provided that such affiliates and third-party servicers agree to maintain the information confidentially and not disclose it to any other parties without Finvari’s authorization. You agree and understand that Transaction information may be provided to merchants who have accepted payment from you.

22. DEFAULT.

22.1. A party to this Corporate Account Agreement may terminate this Corporate Account Agreement at any time upon the Default of the other party. “Default” means: (i) your failure to remit payment to Finvari in accordance with the terms of this Corporate Account Agreement; (ii) the breach by any party of this Corporate Account Agreement for a failure to honor its obligations set forth herein, provided the breach is subject to remediation and is not remedied within fifteen (15) days of the defaulting party’s receipt of written notice from the other party specifying the breach; (iii) the representation or warranty by any party of any facts in connection with this Corporate Account Agreement that prove to have been materially incorrect or misleading when such representation or warranty was made; (iv) the filing by or against any party of any petition in bankruptcy, insolvency, receivership, or reorganization or pursuant to any other debtor relief law or the entry of any order appointing a receiver, custodian, trustee, liquidator, or any other person with similar authority over the assets of either party; (v) the insolvency, dissolution, reorganization, assignment for the benefit of creditors or any other material adverse change in the financial condition of either party; (vi) the entry of any adverse judgment, order or award against any party that has a material adverse impact on the financial condition of such party or a detrimental effect on the ability of any party to perform its obligations; or (vii) the default by you under any other agreement between you and Issuer.

22.2. If you Default: (i) you will not have any further right to Finvari Services under this Corporate Account Agreement; (ii) all outstanding amounts under the Business Account are immediately due and payable; (iii) Finvari may terminate this Corporate Account Agreement; and (iv) Finvari will have the right to bring suit and exercise all rights and remedies available under applicable law which may include the payment of all reasonable costs of collection. Alternatively, Finvari may, in its sole discretion: (a) suspend all Finvari Services and obligations; (b) shorten the billing cycle; or (c) change the payment terms. The suspension of Finvari Services and/or obligations will not be deemed a waiver of any right to terminate this Corporate Account Agreement, whether as a result of the Default to which such suspension of Finvari Services or obligations relates or otherwise.

23. DISPUTES; ARBITRATION.

23.1. The Company and Finvari agree to first attempt to resolve disputes arising pursuant to this Corporate Account Agreement (“Disputes”) in good faith and in a timely manner. Where no resolution can be found, Disputes will be resolved by arbitration in King County, Washington before a single arbitrator, as provided in this Section 23; except that Disputes principally arising from protection of intellectual property rights will be resolved through litigation.

23.2. Arbitration will be administered by JAMS, according to the rules and procedures in effect at the time the arbitration is commenced. Disputes with amounts claimed greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Disputes with amounts claimed less than or equal to $250,000 will apply the JAMS Streamlined Arbitration Rules. The arbitrator will apply the substantive law as described in Section 24.1. If JAMS cannot administer the Dispute, either Party may petition the US District Court for the Western District of Washington to appoint an arbitrator. The parties acknowledge that transactions under this Corporate Account Agreement may involve matters of interstate commerce and, notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to the terms of this Corporate Account Agreement.

23.3. Either party may commence arbitration by providing a written demand for arbitration to JAMS and the other party detailing the subject of the Dispute and the relief requested. Each party will continue to perform its obligations under this Corporate Account Agreement, unless that obligation or the amount (to the extent in Dispute) is itself the subject of the Dispute. Nothing in this Corporate Account Agreement affects the rights of a party to seek urgent injunctive or declaratory relief from a court of appropriate jurisdiction to in respect of a Dispute or any matter arising under this Corporate Account Agreement.

23.4. The prevailing party in any arbitration is entitled to recover its reasonable attorneys’ fees, expert witness fees, and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

23.5. Proceedings and information related to them will be maintained as confidential, including the nature and details of the Dispute, evidence produced, testimony given, and the outcome of the Dispute, unless such information was already in the public domain or was independently obtained. The Company and Finvari, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.

23.6. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THE ARBITRATION PROVISIONS OF THIS CORPORATE ACCOUNT AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR AUTHORIZED USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR AUTHORIZED USER. If, however, this waiver of class or Consolidated Actions is deemed invalid or unenforceable, then neither you nor we are entitled to arbitration; instead all claims and Disputes will be resolved in a court as set forth in Section 24.1.

23.7. You can opt out of the arbitration provision within thirty (30) days of the date that you agreed to this Corporate Account Agreement. To opt out, you must send your company name, address, email address or phone number you use for your Account, and a clear statement that you want to opt out of the arbitration provision, and you must send them here: Finvari, Inc, ATTN: Arbitration Opt-out, 1100 NE Campus Parkway, Suite 200, Seattle, WA 98195.

24. MISCELLANEOUS.

24.1. Applicable Law. This Corporate Account Agreement is governed by and construed in accordance with federal law and the laws of the State of Washington (without reference to choice of law or conflicts of laws rules). Each party waives any objection to venue and any objection based on forum non conveniens in any federal or state court in Washington, and agrees that the federal and State courts sitting in the State of Washington shall have exclusive jurisdiction over any case arising hereunder.

24.2. Waiver of Jury Trial. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. The parties are, instead, electing to have all claims and disputes resolved by arbitration (as provided in Section 23). Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Finvari over whether to vacate or enforce an arbitration award, YOU AND FINVARI WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge.

24.3. Assignment. You may not assign this Corporate Account Agreement or any interest, payment or rights under this Corporate Account Agreement for any reason, without Finvari’s prior written consent. Finvari may, in its sole discretion, assign this Corporate Account Agreement and its obligations, transfer any rights or delegate any duty of performance under this Corporate Account Agreement, without your consent (but with prior to trailing notice). The person or entity(ies) to whom Finvari makes any such assignment is entitled to all of Finvari’s rights under this Corporate Account Agreement, to the extent that those rights were assigned.

24.4. Amendments. You agree that we may change this Corporate Account Agreement when permitted under applicable law, provided you are given at least thirty (30) day’s Notice.; provided that such modification may take effect sooner than thirty (30) days after Notice (or upon Notice) in exigent circumstances, including where required to comply with applicable law, regulation or Card Network rules or to avoid or mitigate any material risk, loss or damage

24.5. Severability and Waivers. If any portion of this Corporate Account Agreement is held to be invalid, the remaining portions shall remain in full force and effect and shall continue to be binding upon the parties. Failure of either party to exercise any of its rights under this Corporate Account Agreement in a particular instance shall not be construed as a waiver of those rights or any other rights for any other purpose. The parties agree voluntarily, intentionally and irrevocably to waive all right to trial by jury in any proceeding instituted in any court, arising out of this Corporate Account Agreement or any related documents.

24.6. Notices. You consent to us providing Notices to you under this Corporate Account Agreement electronically and understand that this consent has the same legal effect as a physical signature. We will provide Notices regarding activity and alerts to your Business Account electronically through your Business Account, email, and (except as provided below) via SMS to the contact information provided to us by Business Administrators and Authorized Users. Notices affecting payment and legal terms will be sent to Business Administrators through your Business Account or email and are considered received twenty-four (24) hours after they are sent. You understand that you may not use the Services or Cards unless you consent to receive Notices electronically. You may only withdraw consent to receive Notices electronically by closing your Business Account and terminating Services.

We may send User Notifications to you, Business Administrators and Authorized User’s email or mobile phones through the Finvari mobile app, text or SMS to the phone numbers and emails Business Administrators and Authorized Users provide to us. These may provide Business Administrators and Authorized Users the ability to respond with information about Transactions on Cards or your Business Account. Business Administrators and Authorized Users may elect to not receive User Notifications by using the Finvari Platform, but this will limit the use of certain Services and may increase the financial risks to the Company. Finvari will secure appropriate authorization to send text or SMS messages to Authorized Users on the Company’s behalf.

Business Administrators or Authorized Users may cancel the SMS service at any time. Just text “STOP” to the short code. After you send the SMS message “STOP” to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly at support@finvari.com. Carriers are not liable for delayed or undelivered messages. As always, message and data rates may apply for any messages sent to you from us and to us from you. You can alter your communication preferences via the Finvari Platform. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. If you have any questions regarding privacy, please read our Privacy Policy: https://finvari.com/privacy-policy. Business Administrators and Authorized Users are required to maintain an updated web browser, an updated version of the Finvari mobile app and computer and mobile device operating systems to receive Notices correctly. The Business Account Owner, Business Administrators and Authorized Users are responsible for all costs imposed by Internet or mobile service providers for sending or receiving Notices electronically. Contact us immediately if you are or believe you are having problems receiving Notices.

24.7. Force Majeure. In no event shall either party be liable to the other party for any failure or delay in performance liable to you or deemed in of its obligations hereunder (including the temporary unavailability or inaccessibility of the Finvari Platform or Finvari Services) where such failure is the result of Force Majeure. As defined herein, “Force Majeure” means any (a) acts of God, flood, fire, wind, storm, drought, earthquake, or other natural disaster; (b) epidemic, pandemic or other public health emergency; (c) terrorist attack, war, civil commotion or riot, imposition of sanctions or embargo; (d) nuclear, chemical or biological contamination, or sonic boom; (e) any law or any action taken by a government or public authority; (f) any labor or trade dispute, materials or transport, strike, industrial action or lockout; (g) interruption or failure of utility service; or (h) or any other cause, whether similar or dissimilar to those enumerated, that is beyond our reasonable control and without our fault or negligence. A party’s failure to perform its obligations under this Corporate Account Agreement due to an event of Force Majeure will not be considered breach or Default if the party has made its best efforts to: (i) comply with its obligations; (ii) avoid an interruption of its performance; and (iii) resume its performance promptly upon the resolution of such condition. The party claiming a failure or delay in performance under this Corporate Account Agreement due to an event of Force Majeure must promptly notify the other party in writing. In the event that any such Force Majeure failure or delay continues for a period of more than ten (10) Business Days, the other party may, upon written notice to the other party, have the option of terminating this Corporate Account Agreement without incurring additional liability. For the avoidance of doubt, this force majeure clause does not obviate or eliminate the Company’s payment obligations under Section 9.

24.8. Relationship of the Parties. Nothing contained in this Corporate Account Agreement shall be construed as constituting or creating a partnership, joint venture, agency, or other association or relationship between Finvari and the Company. To the extent that either party undertakes or performs any duty for itself or for the other party as required by this Corporate Account Agreement, the party shall be construed to be acting as an independent contractor and not as a partner, joint venturer, or agent for the other party.

[End of Corporate Account Agreement]