Corpay One Terms of Service

Corpay One Terms of Service
 

Definitions and Acceptance
As used herein, “Customer,” “you” or “your” means the (i) entity that has been approved to use the Software and Services and has accepted these Terms of Service (these “TOS”) and (ii) its employees, agents, contractors, representatives and delegates that access or use the Services. Your use of and access to the Software and Services is governed by these TOS. “Services” means the automated accounting solutions and related services Corpay One, Inc. provides to you under these TOS, including but not limited to providing Business Payment Solution Provider services, and “Software” means the software made available to you in connection with the Services. By establishing a user account, submitting an invoice, or by using the Software or Services, either through our Site (www.corpayone.com) or our App, you agree to be bound by the Agreement, which includes these TOS. We may update these TOS without prior written notice at any time and in our sole discretion by posting an updated version on our Site or by email. Any updates or changes to these TOS will be in effect as of the “Last Updated Date” referenced in these TOS. Your continued use of the Site, Software or Services after the Last Updated Date will constitute your acceptance of and agreement to such updates. If you do not agree to the Agreement or these TOS, or if you do not agree to any updates to these TOS, do not use the Site, Software or Services. Capitalized terms are defined in Section 23 below.

Acceptance of Agreement:  When you agree to these TOS, you do so on behalf of yourself and any employee, agent, contractor, representative, delegate, or other person that you entitle or authorize to use your Corpay One account, as well as on behalf of your employees, agents, contractors, representatives or delegates that access or use the Software or Services. You are responsible for obtaining all consents and authorizations needed to accept these TOS for others.

Electronic Communications Agreement:  When you agree to these TOS or use the Software or Services, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Payment Authorization Agreement:  By agreeing to these TOS and completing the required payment information to designate a Payment Source, you hereby authorize Corpay One or its bank or processor to initiate debit/credit entries to your Payment Source via an electronic funds transfer or a charge to the designated credit card on file (a) for each Transaction initiated by a User, (b) for Auto Pay Transaction (or other recurring payments) that have been set up in Workflow, and (c) for all Fees due to Corpay One pursuant to the Agreement (collectively, the “Payment Authorization”). You authorize each Transaction and agree to be bound by the NACHA Rules. You also authorize us (or our bank or processor) to make correcting debits and credits to the Payment Source used in order to correct errors. You understand that a valid Payment Source is required to use the Services. If you wish to revoke your Payment Authorization and discontinue use of the Services, you must notify Corpay One at least ten (10) days in advance by email at support@corpayone.com; provided, however, you understand that this Payment Authorization will remain in effect after termination of these TOS and until all of your obligations to fund Transactions and pay Fees have been paid in full.  In the event you change your Payment Source, you will notify Corpay One by updating your Payment Source on file with us, and this Payment Authorization will apply to the new payment method.  You will cooperate with us to recover and return any amounts erroneously debited from or credited to your account(s) you have linked as a Payment Source.

THESE TERMS AND CONDITIONS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.

1.  Services.
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a.  Overview. We make the Services available to you to automate payment of your business-to-business Supplier invoices and related accounting functions. You may (i) upload invoices to our Site using your computer, mobile device or accounting software, (ii) pay invoices using our Software and Services, and (iii) automate work flows. Payments initiated through Corpay One may be synched with various accounting software. Customers may be charged a Fee, if applicable, either at the time of payment submission or on a monthly basis.

b.  Payment Sources. Before using the Services, you must designate at least one (1) Payment Source. Such Payment Source(s) will be used for all Transactions requested by you pursuant to the Services and to pay Fees that are due under the Agreement. You acknowledge and agree that you are required to maintain at least one valid Payment Source for the payment of Transactions and the payment of Fees throughout the Term. You represent and warrant that each of your Payment Sources was established for business purposes and not for personal, family or household purposes. You agree to provide updates to the payment information for your Payment Sources throughout the Term.

c.  Supplier Payment Acceptance: Suppliers Outside the U.S. If the Supplier accepts credit cards or debit cards through any other payment channel, or if the Supplier is located outside the U.S., then you are not permitted to use a credit card or a debit card to pay such Supplier using the Services. You acknowledge that you will not select a credit card or debit card as your Payment Source if the Supplier accepts credit cards or debit cards through any other payment channel or if the Supplier is located outside the U.S.

d.  Transaction and Payment Instructions. When you submit a Supplier invoice to us, you direct us to deliver your payment instructions for such invoices in order to complete payments in accordance with these TOS.  Payments are made to the Supplier using your designated Payment Source based on the invoice and payment hierarchy information you provided.  Corpay One will determine, in its sole discretion, the form of payment to be used to deliver the payment to the Supplier and will forward to the Supplier the remittance information that you provided to Corpay One. You acknowledge and agree that you accept all risks associated with the non-performance of the Supplier.

You acknowledge that Corpay One (i) is not a bank or money services business (“MSB”) as defined under the Bank Secrecy Act’s implementing regulations, (ii) is not a money transmitter as defined under state statutes and regulations, and (iii) does not offer banking services, MSB services or money transmission services.  You acknowledge that Corpay One does not guarantee or have control over and does not have any liability for: (x) the products, services, or other consideration that you receive from your Suppliers; (y) the accuracy of the invoices; and/or (z) whether any payment of any invoice received from you will be made within the timeframe agreed to between you and any particular Supplier. 

e.  Transactions.  For ACH Transactions, the amount of the invoice and any applicable Fees will be electronically debited from your Payment Source.  ACH Transactions will be originated in accordance with the rules of the National Automated Clearing House Association as amended from time to time (the “NACHA Rules”) and Article 4A of the Uniform Commercial Code (“Article 4A”).  For Card Transactions, the amount of the invoice and any applicable Fees will be debited or credited against your Card, as applicable, and such Transaction will comply with the applicable payment card network rules (“Network Rules”). You agree to comply with the cardholder agreement applicable to your Card. For Card Transactions, you agree to provide a valid Card (i.e., a Card that is not expired) and, for all Transactions, you agree that invoices submitted for payment are for bona fide, legitimate business transactions arising out of Supplier’s usual trade or business. In the event that (i) a Supplier is paid twice for an invoice amount, or (ii) we cannot charge the invoice amount to your Payment Source and the Supplier has received payment for the invoice amount, you authorize us (or our processor) to charge such invoice amount to another Payment Source you have designated for the Services or other payment source acceptable to us.

f.  Invoices. For each Supplier invoice you submit for payment, Corpay One will forward remittance information provided by you to the applicable Supplier in accordance with these TOS. You are responsible for reviewing and verifying all information contained in an invoice before submitting such invoice to Corpay One. Each time you submit an invoice to Corpay One, you represent and warrant that:  (i) such invoice is for legitimate business purposes; (ii) such invoice is not for personal, family, or household purposes; and (iii) the individual submitting the invoice is authorized by you to execute payment instructions on your behalf.  You are responsible for maintaining the confidentiality of your user ID and password used to access the Services and you are responsible for all transactions conducted using the user ID and password you use to access the Services. By submitting an invoice, Customer confirms that the total amount listed in a single invoice is the amount being approved for payment to Supplier and that all amounts are listed in U.S. dollars. 

g.  Employee Expense Reimbursements.  We may also provide you with the option to submit invoices for Customer’s bona fide business expenses that have been paid by an employee of Customer.  If you allow your employees to submit such invoices on your behalf, then the terms of these TOS apply as if Customer had submitted such invoice. Each employee reimbursement invoice that is submitted for payment will require: (i) Customer’s approval prior to payment and (ii) payment by ACH Transaction to the relevant employee’s bank account. Customer acknowledges and agrees that in no event will the Services be used to pay wages, payroll, salaries or other compensation to Customer’s employees. 

h. Your Information.  You agree to provide us with complete, accurate and true information about Customer, including all updates to such information throughout the Term. We may, at our option, require you to provide various identifying information that will allow us to properly identify Customer, which may include but not be limited to name, address, taxpayer identification number, and other information. Customer represents and covenants that (i) Customer and any Supplier to whom Customer provides a payment for an invoice using the Services is not currently and shall not become subject to any law, regulation or list of any government agency (including, without limitation, the U.S. Office of Foreign Asset Control list) that prohibits us from conducting business with you or a Supplier, and (ii) Customer shall provide to us, upon request, documentary and other evidence of Customer’s identity or the identity of any Supplier to whom Customer provides a payment for an invoice using the Services.

2. Customer’s Payment Authorization; Additional Terms Applicable to Transactions.

a. Manner and Timing of Processing. Corpay One cannot control and is not responsible for the time it takes financial institutions and payment service providers to process Transactions.  If you request a payment of an invoice on a day that is not a Business Day, the payment will be processed on the next Business Day.  ACH Transactions requested by you after 4:00pm EST will be processed on the following Business Day. If you select a Standard ACH payment, the payment will be made two (2) or three (3) Business Days after the payment is processed. If you select Faster ACH payment, the payment will be made the same Business Day if the Transaction is requested before 2.30 p.m. Eastern Time, or the next Business Day if the Transaction is requested after 2:30 p.m. Eastern Time. Please contact your Supplier for questions regarding the posting of payments to your Supplier account.

Funds transfers will be determined by the payment date you have requested, or automatically triggered based on logic designed to meet the payment date you have requested or the due date for the payment of Fees. You agree to maintain adequate funds in your linked Payment Sources to support the Transactions that you request.  If we cannot collect Fees due via the Payment Source that you have elected, you authorize us to charge such Fees to another Payment Source you have designated for the Services or other payment source acceptable to us.

b.  Changing Payment Sources. To change a Payment Source, you must add a second Payment Source and then delete the first Payment Source. All Payment Sources set up in the Corpay One Site are subject to the Payment Authorization you provide to us. We will not complete any Transaction using a Payment Source after receiving a cancellation notice from you for such Payment Source provided that such cancellation notice was received by us with a reasonable amount of time in which to cancel future Transactions using such Payment Source.

c.  Recurring Transactions. We may, but are not required to, provide the ability to set up Recurring Transactions. If we offer, and you request, Recurring Transactions, then Customer shall provide written authorization specifying the frequency of the recurring charge and the duration of time during which charges may be made, for such Transactions to be charged to Customer’s Payment Source. We will not complete any Recurring Transaction after (i) you have logged into the Site and have cancelled the Recurring Transaction authorization with a reasonable amount of time in which to cancel future Recurring Transactions; or (ii) notice from our service provider that authority to accept Recurring Transactions has been revoked.

d.  Stop Payment Requests. You may make a stop payment request by contacting Corpay One Technical Support at support@corpayone.com or using the chat functionality and requesting assistance to make a stop payment request.  Fees apply; see the Corpay One Fee Schedule.  If you request a stop payment, Corpay One will use reasonable efforts to act on such request, but Corpay One will not be liable if such stop payment request is not effected.  Corpay One will work with you, for a Fee, to reverse a payment transaction once such transaction has entered the banking system, but you acknowledge that Corpay One may not have the ability to reverse such payment transaction.
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e.  Returned Payments.  If a payment is returned (including, but not limited to, ACH returns and wire returns), you will be charged a Fee in accordance with the Corpay One Fee Schedule.

f.  Returns/Credits/Adjustments. If a Supplier issues any returns, adjustments or credits to you in connection with the payment of an invoice using the Services, such credit must be made to the same bank account or Card account number on which the original Transaction was processed. We do not issue refunds of our Fees for Transactions.

g.  Chargebacks.  If the value of a Card Transaction is disputed and returned by the Card issuing bank, you agree to resolve such dispute directly with the Supplier. Fees apply; see the Corpay One Fee Schedule. Any amount, fee, fine or third-party assessment incurred by us for any Transaction related to a chargeback, along with any overhead required for us to comply with any chargeback, shall be paid by Customer within five (5) Business Days after receiving notice from us.

h.  Ownership of Funds. On each Business Day during the Term, the Customer funds collected by Silicon Valley Bank or other financial institution designated by us (“Bank”) will be held in a custodial account by Bank for the benefit of Customer (the “Custodial Account”).  You acknowledge that Customer funds will be commingled with funds collected by Bank for other customers of ours.  We acknowledge and agree that Customer has an undivided beneficial ownership interest in the funds maintained in the Custodial Account.  On any date during the Term, such undivided beneficial interest shall be a percentage equal to (x) the Customer funds deposited in the Custodial Account which have not been disbursed, divided by (y) the aggregate of all funds on deposit in the Custodial Account.  We agree to maintain and make available to you upon reasonable request detailed records relating to credits received into, and disbursements made from, the Custodial Account.  Neither we, nor Bank, will commingle our funds with funds held in the Custodial Account, except for (i) Fees payable by you to us pursuant to our (or our service provider’s) provision of the Services and (ii) any interest and other earnings accrued on the principal amount of all funds deposited into the Custodial Account.  Any interest or other earnings accrued based on the principal amount of all funds deposited into the Custodial Account shall be deemed our funds and shall be deemed adequate compensation to us, in addition to the Fees, for administrating, protecting, preserving, and reconciling all such deposits.

3. Customer Obligations and Responsibilities.

a.  Information You Provide Corpay One. You are responsible for keeping all information you provide to Corpay One accurate and up-to-date, including the legal name of your entity and dba information if applicable, proper identification of your bank account(s), authorized controller, e-mail addresses, phone number, business address(es), and tax identification number (EIN).  Corpay One will have no liability for relying on any information (including, without limitation, any Supplier payment information (as defined below) provided by you.  If the wrong bank account is debited or incorrect Supplier is paid in reliance upon information provided by you, Corpay One will work with you and attempt to recover the payment from the actual recipient(s), but you acknowledge that recovery may not be possible.  Corpay One reserves the right to suspend or terminate your use of the Software and Services for providing inaccurate or incomplete information.

b.  Users, User IDs and Passwords. You are responsible for your Users and their use of the Services. You acknowledge and agree that (i) all Users are authorized by you to use the Services on your behalf, and (ii) all Transactions and use of your Payment Source using the Services is authorized by you.  You shall ensure your Users comply with these TOS.

You are responsible for maintaining the confidentiality of the user ID and password you use to access and/or use the Software and Services, and you agree not to transfer such user ID and/or password, or lend or otherwise transfer access to and/or use of the Software and/or Services, to any third party.  You agree to immediately notify Corpay One of any unauthorized use of, or any other breach of security related to, your user ID and/or password.  Corpay One will have no liability for any loss or damage arising from your failure to comply with these obligations.

c.  Supplier Information. You shall provide the following Supplier information to Corpay One for each Supplier:  Supplier name, address, and complete banking information (“Supplier Information”). You agree to maintain and update your Supplier Information on file with Corpay One throughout the Term.  Corpay One is not liable for misdirected or incomplete payments due to your failure to provide updated Supplier Information in a reasonable time for Corpay One to implement and act on such updated information. 

d.  Prohibitions and Limitations on Invoices. You agree not to submit any duplicate invoices or payment requests for Transactions. Your Payment Source will be debited/credited as applicable for any duplicate Transactions and you shall be liable for any resulting returns or chargebacks. You agree not to submit any fraudulent invoices or payment requests for Transactions. You agree not to submit a payment request for any Transaction which originated with any source other than an invoice that Customer has received from a Supplier.

e.  Customer shall not present any invoice or payment request representing a cash advance or the refinancing of an existing obligation of Customer including, but not limited to, obligations arising from the dishonor of Customer’s personal check and/or representing the collection of delinquent accounts on behalf of third parties.

f.  Corpay One may refuse to pay any invoice received from you at its absolute discretion without any liability to you, provided that Corpay One shall attempt to notify you in advance unless prohibited by law or judicial order.

g.  Ongoing Representations and Warranties for all Invoices and Transactions.  For each invoice submitted and each Transaction requested using the Services, you represent and warrant to us that:  (i) each Transaction requested is genuine and is not the result of any fraudulent or prohibited purchase and is not being paid on behalf of any business other than Customer; (ii) each Transaction is the result of a bona fide direct purchase of goods shipped or delivered to Customer or services delivered to Customer in the total amount stated on the invoice and the resulting receipt; (iii) each return or credit, if any, paid to Customer by a Supplier is genuine and is not the result of any fraudulent, prohibited, or unlawful activity and is not being paid to Customer on behalf of any business other than Supplier; (iv) each credit voucher, if any, issued using the Services is a bona fide refund or adjustment on an accepted Transaction; (v) Customer has authorized the debiting and/or crediting of its Payment Source and the underlying account of Customer; (vi) each Transaction is for an amount Customer has agreed to; (vii) the Transaction amount does not contain tax amounts unless they are included on the Supplier invoice, in which case the tax amount must be included in the Transaction amount and not collected separately; and (viii) each Transaction is in all other respects properly authorized and approved by Customer.

h.  Notice of Errors/Unauthorized Transfers. You acknowledge and agree that payment errors may occur in the ordinary course of business in connection with the Services due to the actions or inactions of you, your Suppliers, or Corpay One, as applicable.  You agree to immediately notify Corpay One via email at support@corpayone.com or via chat on the Site upon learning of or suspecting any errors or inaccuracies in any payment or information related to any payment and cooperate with Corpay One to correct any payments made (or attempted to be made) that are misdirected, erroneous, duplicative, unauthorized or fraudulent.  When a payment error occurs, Corpay One will work to resolve such payment error and will keep you informed during the resolution process, regardless of whose actions or inactions caused such payment error. 

i.  You agree to regularly and promptly review all statements of account related to your Transactions and the Services, as well as all statements of account related to your Payment Sources. You agree to immediately notify Corpay One via email at support@corpayone.com of any discrepancy between your records and those provided by us or our service providers, or with respect to any transfer that you believe was not authorized by you through the Services. If you fail to notify us in writing within twenty (20) calendar days after the date that we (or our service provider) mail (electronic delivery or paper) or otherwise provide or make available a statement of account or other report to you, you will be solely responsible for all losses or other costs associated with any erroneous or unauthorized transfer.

j.  You are liable for any Transaction that we (or our service provider) reasonably determine failed to comply with the NACHA Rules, these TOS, the Agreement, or our instructions, or that we (or our service provider) determine is fraudulent or is not bona fide or is subject to any claim of illegality, cancellation, rescission, avoidance or offset for any reason whatsoever, including without limitation negligence, fraud or dishonesty on the part of you or your agents, employees or Users.

k.  Prohibited Transactions. You agree not to use Services for speculative purposes or any payments relating to:
• Direct relationships with the Cannabis Industry
• Adult Content or Services
• Gambling Payments
• MSB’s
• Illegal Activity and Drugs
• Currency Exchange
• Payments related to Lending
• Third-Party Payment Processors
• Banks
• Guns and ammunition
• Psychics
• Internet Pharmacies
• Essay Writing Services

l.  Restrictions on Use of Services. You agree to use the Services solely for your own internal business purposes. You and your Users shall not, directly or indirectly: (i) sell, lease, sublicense or otherwise transfer the Services, Corpay One’s Confidential Information, Software, or related systems and services; (ii) alter or permit a third party to alter any part of the Services, Corpay One Confidential Information, Software, or related systems and services; (iii) use or permit the use of the Services or Software to provide services to third parties; (iv) copy, modify or make derivative works based on the Services or Software; (v) disassemble, decompile, reverse engineer or otherwise attempt to derive source code or other trade secrets from the Services or Software; (vi) frame or mirror any of the Site pages or other content which are accessed as, or form part of the Services or Software; (vii) use the Services or Software to knowingly transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs; (viii) knowingly interfere with or disrupt the integrity or performance of the Services or Software or the data contained therein; or (ix) attempt to gain unauthorized access to the Services or Software.

4.  Foreign Exchange.

Upon scheduling a payment that requires a currency translation (a “Foreign Exchange Payment”), you will be able to view the relevant currency rate as of the date on which such Foreign Exchange Payment is scheduled.  Thereafter, the currency exchange rate may fluctuate, and the actual currency exchange rate applicable to such Foreign Exchange Payment will be the rate applicable at the time of payment initiation, which may differ from the rate displayed upon scheduling such Foreign Exchange Payment due to fluctuations in market exchange rates.  Upon initiation of a Foreign Exchange Payment on the payment initiation date, you will have entered into a binding contract to purchase currency.  You acknowledge that it may not be possible to cancel such purchase after the payment initiation date.  If you request to stop or cancel a Foreign Exchange Payment after the payment initiation date, you are responsible for the payment of all bank fees and costs associated with canceling such Foreign Exchange Payment and returning funds, including any trading losses.  Corpay One cannot guarantee the same currency exchange rate for all payments using the Services.  Cambridge Mercantile Corp. (U.S.A.), a Delaware corporation and an Affiliate of Corpay One, will provide money transfer services in connection with Foreign Exchange Payments and holds all requisite licenses to provide such services.  In the event that you use the Services to make payments to your vendors residing or located in the European Union, you acknowledge and agree that Corpay One is facilitating such payments at your behest and not in connection with the offering of Corpay One services to such vendors.

5.  Equipment and Software.

To use the Software and Services, you must have your own Internet Service Provider (“ISP”) or other means of accessing the Internet, the necessary computer equipment, a compatible browser, an email address, and a Payment Source (if sending payments through our Services).  Corpay One is not responsible for the actions or inactions of your ISP or other Internet access provider.  Corpay One is not responsible for any error, failure or malfunction of your computer or software.  Corpay One is not responsible for any security breach, compromise, intrusion, misuse and/or failure (“Security Breach”) accomplished via, using, or exploiting your firewall, your computer hardware, your computer software, or your computer network through which you access the Software and/or Services.

6.  Corpay One Fees.

6.1 Transaction Fees. You may direct Corpay One to make payment in one of several ways.  For each payment type, we will charge, and you agree to pay:  $0.35 per Standrd ACH payment via bank or debit card; $2 per Faster ACH payment (Same/Next Day) via bank or debit card; $1 per check payment via bank or debit card; 1.5% of the transaction amount converted for foreign exchange; 2.9% of the transaction for payments funded via credit card; and $25 per international wire payment. 

6.2 Payment Error Fees.  We will charge, and you agree to pay, a $25 fee for each of the following payment errors: 

• stop payment on initiated check
• ACH return
• wire return
• debit card chargeback
• credit card chargeback
• insufficient funds in designated payment source.  

There is no charge for cancelling a payment before the payment is initiated.

6.3 Transaction Fees.  Depending on your chosen rate plan, you will be charged either on a flat-rate basis or on a per-Document basis as follows:

• Flat Rate:  We will charge, and you or your Client (at your election) will pay, $25 per Client per month.

• Per-Document Rate:  You agree to pay, and we will charge, a fee for each document you upload per month as follows:  $0.50 for documents 1 – 500 in a month; $0.45 for documents 501 – 1000 in a month; $0.40 for documents 1001 – 2000 in a month; $0.25 for documents 2001+ in a month.  Documents that are counted toward your monthly documents include: bills, invoices (manually entered, e-mailed, uploaded and integrated), receipts, credit notes and reimbursement receipts. These documents will be counted even if they are uploaded and deleted.  Documents that are not counted toward your monthly documents are: Corpay One Mastercard® receipts and your Corpay One subscription bill paid via Stripe.

• If you choose to change your rate plan from flat rate to per-Document rate or vice versa, your new rate plan will take effect for the next billing cycle (not mid-cycle).  

6.4 Fees and Invoicing.  Fees apply to all applicable Transactions and will be billed either (a) at the time of the Transaction or (b) on a monthly basis within thirty (30) days from the first production transaction.  Invoices shall be payable net thirty (30) days. You will be charged separately by Stripe (or other third-party processor designated by us) for each applicable Transaction. Corpay One is not responsible for fees charged to Suppliers, if any, by their bank for receiving your funds.  Corpay One reserves the right to change the Fees listed in the Corpay One Fee Schedule.  If we add to or change our Fees, Corpay One will provide you thirty (30) days’ notice of any change that results in a Fee increase to you.  All Fees collected through Corpay One are denominated in U.S. dollars and are nonrefundable.

7.  Software Ownership, License and Restrictions.

Corpay One owns all of the right, title and interest in and to the Software and Services.  The Software and Services are protected by copyright, trademark, patent and/or other intellectual property or proprietary rights and laws. Subject to your acceptance of and continued compliance with all of the terms and conditions of these TOS, Corpay One hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software solely in the format provided to you by Corpay One for the sole purpose of accessing and using the Services.  Upon the expiration or earlier termination of these TOS, you agree to immediately cease using the Software and the Services.

You agree to use the Software and Services solely for your internal business purposes and not for any commercial purposes, except as expressly permitted herein.  All rights not expressly granted to you hereunder are reserved to Corpay One and its licensors. You agree to use the Software and Services in accordance with all applicable laws, rules and regulations.  You agree that, if Corpay One reasonably suspects that your user account with Corpay One has been or is being used for any unauthorized, illegal, or criminal purpose, Corpay One may share information about you, your account with Corpay One, and any of your transactions with law enforcement, provided that Corpay One shall attempt to notify you in advance unless prohibited by law or judicial order.

8.  Changes and Modifications to Software and Services; Additional Terms.

We reserve the right, in our sole discretion, to make any changes, amendments, modifications or Updates to the Services, or any portion thereof, that we deem necessary or useful to: maintain or enhance the: 
   a.   maintain or enhance the:
         i.    quality or delivery of the Services,
         ii.   competitive strength of or market for the Services,
         iii.  cost efficiency or performance of the Services, or
         iv  update or otherwise modify the Services; or
    b.   comply with applicable law.

Certain Services may be subject to additional terms and conditions specified by us from time to time, including, but not limited to, service guides, user instructions, help center articles, terms of service, or other information regarding the Services delivered to you by email or published on the Site or in the App.  Your use of such Services is subject to your agreement to those additional terms and conditions, which, upon your acceptance or use of such Services, will be thereby incorporated into the TOS by this reference.

9.  Confidentiality and Privacy.

Each party shall keep all information relating to the other party confidential, only use such confidential information for the purposes of performing its obligations under this Agreement or as otherwise authorized by these TOS, and may only disclose such information with the prior written consent of the other party or if required by applicable law except as otherwise indicated in these TOS.  You acknowledge and agree that Corpay One may, without prior notice to you, disclose information to a government agency or third party empowered by such government agency to comply with (or to provide evidence of compliance with) anti-money laundering laws and regulations.  You also acknowledge and agree that Corpay One may use your information (including, but not limited to, bill pay activity, bank account balance, and accounting system data for credit underwriting purposes) within Corpay One and its Affiliates, without the need for further consent from any person, to offer to you additional services from Corpay One or its Affiliates.  Corpay One represents that it is and shall be in compliance with all applicable laws, including privacy laws and regulations.  Neither Supplier payment information nor Supplier payment methods constitute information that can identify, either directly or indirectly, a natural person.  Personally identifiable information, including without limitation, a name, an identification number, location data, an online identifier or one or more factors specific to a natural person’s physical, physiological, genetic, mental, economic, cultural or social identity, should not be provided to Corpay One as it is not necessary to complete payment instructions to business entities. In the event that you use the Software or Services to make payments to your employees (solely for expense reimbursements in accordance with Section 1 above) or Suppliers residing or located in the European Union, you acknowledge and agree that Corpay One is facilitating such payments at your behest and not in connection with the offering of Services to such employees or Suppliers.

10.  Compliance.

Corpay One does not process, handle or store credit card data or cardholder data and is therefore not subject to Payment Card Industry Data Security Standard (PCI DSS) compliance.

11.  Term; Termination; Effect of Termination.

The term of these TOS shall continue until terminated in accordance with these TOS (the “Term”).  Either party may terminate these TOS and the associated Services by providing thirty (30) days’ prior written notice. Corpay One may immediately terminate these TOS and the associated Services in the event it is prohibited from providing the Services or it reasonably believes the continued provision of Services may violate applicable law, provided that Corpay One shall endeavor to provide Customer with advance notice of any such event.  In the event of Customer’s breach or default under the payment terms of these TOS, Corpay One shall have the right to immediately suspend the Services and shall have the right to terminate these TOS if such payment is not received within ten (10) days following the payment due date.  In the event of any other default under these TOS by either party, the non-defaulting party shall provide the defaulting party written notice of the nature of the default.  The defaulting party shall have thirty (30) days from the date of the default notice to cure the default, and if the default is not cured within such time period, then the non-defaulting party may thereafter terminate these TOS with written notice.  In addition to any other rights of termination, Corpay One may terminate these TOS upon prior written notice (unless a shorter period is required by a state or federal regulator) with respect to any individual state or jurisdiction following a change in applicable laws or regulations or the interpretation thereof. The effective date of termination under the preceding sentence will be ninety (90) days from the date notice is delivered, or upon the effective date of the new law or regulation, whichever occurs sooner.  Customer’s obligation to pay for all outstanding amounts incurred before the effective date of termination or expiration of these TOS shall survive termination.

Upon termination or expiration of these TOS, you shall cease using the Services. You agree that you are responsible for providing alternative payment means for the payment of your Supplier invoices. You acknowledge and agree that any scheduled payments that have not yet been initiated will be cancelled and Corpay One will have no responsibility or liability for such payments. Within thirty (30) days following the effective date of termination, or the expiration of the TOS, you may request a copy of your payment history in Corpay One’s standard file format.

12.   Notices.
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Corpay One may provide notices to you by: (a) e-mailing them to the e-mail address of your authorized contact on file with Corpay One or (b) mailing them via regular post or courier to your physical postal address on file with Corpay One.  You may provide notices to Corpay One via email at legal@corpayone.com or by courier or regular mail to: Corpay One, Attn: Legal Department, 3280 Peachtree Road, Suite 2400, Atlanta, GA 30305 or other address specified by Corpay One.  Notices sent by e-mail will be deemed received 24 hours after e-mailing unless a party receives notice that the e-mail was not delivered.  Notices sent by courier will be deemed received upon actual receipt.  Notices sent by regular mail will be deemed received three (3) Business Days after deposit in the mail with first-class postage prepaid. You may notify Corpay One of a change to your email address or physical postal address by updating your account online.

13.   Subcontracting.
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You agree that Corpay One may engage any third party or parties in order to perform its responsibilities under these TOS, provided that Corpay One shall be responsible for such third party’s performance.

14.  Representations, Warranties, and Disclaimers.
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Each party represents and warrants to the other party that: (a) it has the power and authority to carry on its business as it is now being conducted and it is duly qualified to do business in each jurisdiction where the conduct of its business requires such qualification and where failure to qualify would have a material adverse effect on its operations; (b) the execution, delivery, and performance of these TOS has been duly and validly authorized; (c) it has all state and local authorizations, permits, registrations, consents and licenses necessary for it to carry on its business as it is now being conducted; (d) its execution, delivery, and performance of these TOS does not, and will not, violate any provision of any applicable state or local law, rule, regulation, ordinance, order, writ, judgment, injunction, decree, determination or award; (e) its execution, delivery, and performance of these TOS does not, and will not, result in a breach of, or constitute a default under, any agreement to which it is a party or by which it is bound; and (f) any and all information provided to the other party is true, accurate and complete.

You additionally represent and warrant to Corpay One that (i) you are a corporate entity (and not an individual) registered, operating, and physically located in the U.S.; (ii) you are not considered a shell bank, non-licensed bank, or MSB; and (iii) you will obtain proper authorization to provide Corpay One with the information that is owned by and/or relates to any third party prior to providing such information to Corpay One.  You acknowledge that Corpay One may, directly or through third parties, make any inquiries that Corpay One considers necessary to validate your identity and/or any information provided by you.

Corpay One additionally represents and warrants to you that Corpay One will perform the Services in accordance with the terms and conditions of these TOS and applicable law.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TOS, TO THE FULLEST EXTENT PERMITTED BY LAW, CORPAY ONE DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) AS TO THE SOFTWARE AND SERVICES.  THE SOFTWARE AND THE SERVICES ARE PROVIDED “AS IS” AND CORPAY ONE DOES NOT MAKE ANY WARRANTY THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, ACCURATE, OR ERROR-FREE UNLESS OTHERWISE EXPRESSLY STATED IN THESE TOS.

15.  Indemnification.

You shall indemnify, defend and hold harmless Corpay One, and each of its Affiliates, and its and their respective officers, directors, shareholders, employees, agents, contractors, successors and assigns, from and against any and all claims, suits, actions, proceedings, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) asserted by any third party relating to: (a) any breach by you of these TOS; and/or (b) any payment initiated and/or made by you using the Software and Services, unless caused by an action or inaction of Corpay One not taken at your direction.

16.  Limitation of Liability.
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EXCEPT AS OTHERWISE SET FORTH HEREIN, IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, OR FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION PROVIDED IN CONNECTION WITH THE USE OF THE SOFTWARE AND SERVICES, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE.  EXCEPT WITH RESPECT TO THE INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS EXPRESSLY SET FORTH IN THESE TOS, CORPAY ONE’S AGGREGATE LIABILITY FOR DAMAGES IN CONNECTION WITH THESE TOS, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY (UNDER ANY THEORY, WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE) SHALL NOT EXCEED UNDER ANY CIRCUMSTANCES THE AMOUNT PAID OR PAYABLE BY YOU TO CORPAY ONE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

17.   Force Majeure.
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Each party shall be excused from performance under these TOS for any period to the extent that such party is prevented from performing any obligation, in whole or in part, as a result of:  (a) causes beyond its reasonable control and without its negligent or willful misconduct, including without limitation, acts of God, natural disasters, pandemic, war or other hostilities, labor disputes, civil disturbances, governmental acts, orders or regulations, third-party nonperformance, or failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment; and/or (b) such party having a reasonable belief that performing such obligation would violate any applicable law, rule or regulation.

18.  Assignment.
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Neither party may assign, whether voluntarily or involuntarily, by operation of law or otherwise, these TOS or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, any party may assign these TOS as part of a merger, consolidation, corporate reorganization, sale of all or substantially all of such party’s assets, sale of stock, change of name or like event.
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19.   Governing Law.
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The TOS are governed by the laws of Delaware, without reference to the principles of conflicts of law principles.

20.   Miscellaneous.
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If any provision of these TOS is be deemed to be unlawful, void or for any reason unenforceable, then that provision will be deemed severable and will not affect the validity and enforceability of any remaining terms and conditions of these TOS.  These TOS do not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between the parties.  Any heading, caption or section title contained in these TOS is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.  These TOS, together with all agreements and privacy policies referred to herein and incorporated herein by reference, is the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior or contemporaneous written or oral agreements or understandings between the parties relating to such subject matter.  Nothing in these TOS, express or implied, is intended to or will confer on any person (other than the parties and their respective successors or permitted assigns) any rights, remedies, obligations or liabilities.
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21.   Dispute Resolution.
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The parties agree that they will work in good faith to resolve any disputes arising under these TOS. If the dispute cannot be resolved by the parties, then at our sole discretion, the dispute will be resolved by binding arbitration in accordance with the United States Arbitration Act under the Commercial Arbitration Rules of the American Arbitration Association and conducted in Atlanta, GA. The foregoing does not prohibit either party from seeking injunctive relief without first complying with this Section. You will reimburse Corpay One for all of its costs and expenses (including collections and attorney’s fees and costs) incurred in connection with enforcing any of Corpay One’s rights under these TOS.  No delay or failure to exercise any right or remedy under the TOS is deemed to be a waiver thereof. No waiver of any breach or default is a waiver of any other breach or default. Any waiver must be in writing. All claims and questions regarding the goods and services received from or to be provided by Supplier must be made or directed to the Supplier.

22.   Privacy Policy
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Please review our Privacy Policy, available online at www.cp.corpayone.com/tos/privacy, which also governs your use of the Services. Our Privacy Policy explains how we treat your data and protect your privacy when you use the Services. We own any and all data we collect from you. Our Privacy Policy also explains your privacy rights, if any. By accepting these TOS, you agree to be bound by and to comply with our Privacy Policy, which is incorporated by reference herein, and acknowledge that any information you provide or give us permission to access may also be used by our domestic and international subsidiaries, Affiliates, and partners in connection with an offer of services to you. With respect to all matters concerning your privacy, in the event of any conflict between these TOS and the Privacy Policy, the terms of the Privacy Policy shall control.

23.  Definitions. As used herein:
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“ACH” means the Automated Clearing House paperless entry system operated by the Federal Reserve.
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“Affiliate” means an entity or entities directly or indirectly controlling, controlled by, or under common control with a party to these TOS and “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a controlled entity, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” means, collectively, the Corpay One Fee Schedule, our Privacy Policy, the End User License Agreement, and these Terms of Service, as each may be updated or amended from time to time. ‍

“App” means the mobile application provided by Corpay One for use with the Services.
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“Business Day” shall mean any day other than: (i) Saturday or Sunday; (ii) A day on which banking institutions in Arkansas are authorized by law or executive order to be closed; or (iii) A day on which the Federal Reserve Bank is closed.
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“Card” means (i) a valid debit, credit, and/or prepaid debit card in the form issued under license from Visa U.S.A. Inc., Visa International, Inc., MasterCard International Incorporated, or Discover Network; or (ii) any other valid debit and/or prepaid debit card accepted as a Payment Source for use with the Services as designated by Corpay One from time to time.
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“End User License Agreement” means the terms and conditions applicable to your use of the App.
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“Fees” mean the fees specified in the Corpay One Fee Schedule and any additional fees agreed to by the parties.
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“NACHA” shall mean the National Automated Clearing House Association and their associated Automated Clearing House (ACH) network.  
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“Payment Source” means a linked external bank account, debit card, credit card or other payment source allowed by us from time to time in our sole discretion.
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“Recurring Transaction” shall mean Transactions which have been pre-authorized by Customer and for which the goods or services are to be delivered or performed in the future by Supplier without having to obtain approval from the Customer each time.

“Site” means the website maintained by Corpay One at www.corpayone.com, or other URL designated by Corpay One from time to time.
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“Supplier” means the business entity that issues an invoice to a Customer and receives payment from such Customer via the Services in exchange for goods or services provided by Supplier to Customer.

“Transaction” means a transaction made using the Services.
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“User” means (1) Customer and any employee, agent, contractor, representative, delegate of Customer, and (2) any other person that (a) Customer entitles or authorizes to use Customer’s Corpay One account, or (b) accesses or uses the Software or Services on behalf of Customer.