Terms and Agreements

1. CSI General Terms and Conditions

By executing the MSA, you (“Company,” “you”) agree that these General Terms and Conditions (“General Terms”) govern your use of the Services (as defined below) and form a part of your agreement with globalVCard LLC d/b/a Corporate Spending Innovations (“CSI” “we” “us” “our”) (collectively, the MSA, these General Terms, and the Service Agreements are referred to herein as the “Agreement”). Capitalized words not otherwise defined herein have the meaning set forth in the MSA.

1. Services.

a) General. CSI will provide the commercial payments services subscribed to by Company in the MSA and as part of Company’s set up and implementation process with CSI including, as selected by Company in the MSA and as made available by CSI via the CSI Paysystems© platform for accounts payable and business payment transactions (the “Program”), which may include: (i) virtual and lodged commercial cards, (ii) ACH, (iii) check, (iv) Bank File Transmission, and/or (v) other payment solutions as may be offered by CSI from time to time (each individually a “Service,” and collectively, the “Services”). Company will be provided a CSI Paysystems account (the “Account”) which gives Company access to the Services and features they have elected to use, enabling them to view and manage payments, vendors, reports, and users according to the permissions their Account has been configured to support. Associated with the Company’s Account is also a ledger of the funds deposited and available for payment transactions.

b) Commencement/Continued Use. Unless otherwise set forth in the applicable Service Agreement, the “Commencement Date” of a Service not in effect as of the effective date of the MSA is the date agreed to by the parties in writing. CSI may postpone implementation, suspend use of a Service, or require additional information or documentation, if Company (i) fails to timely provide required information, (ii) fails to implement the Service within 180 days of submission of the MSA, or (iii) ceases using a Service for a period of more than 180 days.

c) Authorized Third Parties. Company may be accessing the Program or utilizing the Services via a third-party integration (such as an ERP system) or permitting a third-party service provider to access the Program on behalf of the Company (such as a managed service provider). To the extent applicable, Company hereby grants such third parties identified/confirmed by Company (each an “Authorized Third Party”) access to the Program and Services, as necessary, on behalf of the Company. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS OR ANY OTHER AGREEMENT, CSI SHALL NOT BE LIABLE FOR, AND COMPANY HOLDS CSI HARMLESS FROM, THE ACTS AND OMISSIONS OF ANY SUCH AUTHORIZED THIRD PARTY.

d) CSI Responsibilities. CSI will provide Company with (i) availability of the Service in accordance with these General Terms and the applicable Service Agreement; and (ii) with standard reporting, if any, associated with use of the Service. CSI shall perform the Services in all material respects in compliance with applicable laws. CSI may delay performance until Company has paid all applicable fees required under the Service Agreement. CSI may subcontract the performance of certain Services or portions thereof to a third party (each a “Subcontractor”), provided, that CSI shall remain responsible to Company in accordance with these General Terms for the Services performed by any Subcontractor (the “Subcontracted Services”) to the same extent as if the Subcontracted Services were performed by CSI. Other than Subcontractors, CSI is not responsible for and does not control any third parties in conjunction with the Services. CSI shall at all times be in compliance with the Payment Card Industry Data Security Standards (PCI-DSS).

e) Company Responsibilities. Company will: (i) except as otherwise provided in this Agreement, assume all risk and liability associated with transactions, including any risk of counterfeit, charged-back or fraudulent transactions; (ii) use each Service in accordance with the MSA, these General Terms, and the applicable Service Agreement; (iii) timely deliver any data or other information necessary for the provision of the Service in an electronic form and format approved by CSI; (iv) be solely responsible for providing any information or cooperation required from its payees, customers, or other third parties in order to commence or continue the Service; (v) have sole responsibility for verifying the accuracy, completeness or authenticity of any data furnished by Company or a third party; (vi) be responsible for all charges made via Company’s Account for goods or services purchased by or paid on behalf of Company or anyone authorized to use Company’s Account as more particularly detailed in the applicable Service Agreement; (vii) be solely responsible for the acts, omissions (including delays), and training of its employees and authorized users; (viii) monitor and comply with all laws applicable to Company’s use of a Service, including but not limited to those laws relating to automated clearing house transfers, network associations, electronic funds transfer, and privacy (“Legal Requirements”) and (ix) appoint an individual to serve as Company’s administrator (“Account Administrator”) with complete authority to administer and manage the use of the Services on Company’s behalf.

f) Payees. CSI cannot guarantee the timing of any payee’s application of payments made through the Service, and CSI will not be liable for any late payment fees assessed or any disrupted services between such payee and Company that may result from the failure of a payee to timely apply any amounts sent on Company’s behalf.

g) Erroneous and Disputed Payment. Company acknowledges that CSI cannot “stop payment” on any transaction. For any erroneous or disputed transaction, Company should refer to the applicable service agreement and must follow the disputed transaction process stated therein.

h) Changes to Services. CSI may change any features, functions, card brand, third party provider, or attributes of a Service, or any element of its systems or processes, from time to time. Except as may be required by card network rules or applicable law, such changes shall not have a material adverse impact on the functionality or performance of a Service. Company acknowledges and agrees that the card network utilized to provide transactions under this Agreement shall be selected by CSI in its sole discretion.

i) Business Purpose. Company represents and warrants that it will use the Services only for lawful business purposes and that the Services will not be used for personal, family or household purposes.

j) Authorization for Account Funding. All Account funding shall be made by wire transfer or Automated Clearing House (ACH) credits or debits from Company’s bank account. If Company elects to allow CSI to initiate debit entries, Company shall authorize CSI by providing a separate ACH debit authorization form. Funds submitted to CSI by debit ACH are subject to a hold of not less than seventy-two (72) hours before such funds may be used to make payments. Company agrees to be bound by the Nacha Operating Rules with respect to these ACH transactions. Any ACH debit authorization shall remain in effect for the banking information provided with the MSA unless and until CSI has received written notification from Company that this authorization has been terminated in such time and manner to allow CSI to act on such instructions. The Company hereby represents and warrants that the person submitting the banking information with the MSA is an authorized signatory on the account provided and all information regarding the account is true and correct. Company acknowledges that any ACH debits returned must be resolved directly with its bank.

2. Information.

a) Company Identification Program. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person or business entity that establishes an account. The foregoing applies to CSI as a third-party service provider and, as such, when Company establishes an Account, CSI must collect, and Company must provide CSI with: Company’s business entity name, principal and local (if different) address, date of formation, employer identification number and other information reasonably requested by CSI. Company agrees that CSI or the bank responsible for issuing the commercial cards or holding funds related to CSI’s management of the program (“Issuing Bank”) may seek information about Company from third parties to confirm Company’s identity or for other Account related purposes such as monitoring transactions. CSI is required to follow these procedures even if Company is already a customer of CSI. In addition, Company will be required to provide all information required to perform know your customer (“KYC”) and due diligence requirements, including such information related to Company’s personnel who are intended to administer, monitor, or otherwise oversee Services, and such additional information as may be required by CSI or Issuing Bank. If Company fails to provide such information, documents, or otherwise successfully complete the onboarding process, CSI may decline to provide Services to Company without fault or liability. In addition, CSI will perform periodic screening of Company during the Term, including OFAC and similar sanctions lists.

b) Information CSI Requires. Before CSI can make any Service available to Company, Company is required to complete a set up and implementation process and complete any forms or documents reasonably necessary for CSI to provide the Service. This process includes the selection of important features and options available in conjunction with the Service, and the designation of persons with authority to act for Company (each an “Authorized Person”). In addition, CSI may require information or the execution of documents at various times throughout the duration of the Agreement. Company agrees to provide any information and to execute such documents that CSI reasonably requires in connection with the Program.

3. Data.

a) Customer Data. Company shall ensure the validity, accuracy and completeness of all information, data and instructions provided to CSI (including Personal Information, or data exchanged with or provided to CSI on Company’s behalf) (collectively “Company Data”), which CSI may rely on without verification. CSI is not required to act on instructions provided by Company if CSI reasonably doubts any instructions, or Company’s compliance with these General Terms or any Legal Requirements. CSI, Authorized Third Parties, Issuing Bank, and Subcontractors, as defined below, may use Company Data to perform the Services, as required or permitted under applicable law, for reasonable business purposes, including, without limitation transaction monitoring, intelligent payment decisioning and programs relating to the Services, and other lawful purposes. CSI may use Company Data in connection with research and development or creation of data and analytics tools and products in accordance with applicable law. CSI or its affiliates shall own all right, title or interest in or to any information, products, services or intellectual property arising from such use. CSI’s use of information, including the development of commercial products as a result of or in connection with such research and development activities, will not be a violation of the Agreement. CSI shall not sell Company Data or provide Company Data to any third party except as provided herein.

b) Data Sharing. Company hereby authorizes CSI to share Account information with any Authorized Third Party, including but not limited to providing Account balances, transaction and payment information, and reporting, as necessary under any Service Agreement. Company hereby confirms that is has provided permission to the Authorized Third Party to use such information as is necessary to obtain the Services.

4. Fees and Other Charges.

a) Fees. Company will pay CSI for all fees, additional service fees and special fees, costs and charges permitted under this Agreement, as set forth on the Fee Schedule, Exhibit B of the MSA (collectively, “Fees”). CSI reserves the right to modify the Fees applicable to the Services from time to time in accordance with the terms of Section 15(a) hereof.

b) Taxes. Except for CSI’s income tax, Company will pay, or reimburse CSI for, any and all applicable sales, use, excise, franchise or other taxes (collectively, “Taxes”), whether federal, state or local, however designated, which are levied or imposed with respect to Company’s use of the Services.

5. Fraud.

CSI may, in its discretion, suspend or terminate the Services, without notice to Company, if CSI reasonably suspects fraudulent, illegal, or improper activity. Company shall cooperate with CSI to prevent and detect fraudulent activity in connection Company’s use of the Services. Company shall promptly provide documentation and information which may be reasonably requested by CSI in connection with its investigation of any suspected fraudulent, illegal, or improper activity.

6. Intellectual Property.

Except as expressly provided herein, these General Terms do not grant either party any right, title, interest, or license (express or implied) to any patent, trademark, service mark, copyright, trade secret or proprietary right associated with, on the part of CSI, the Services, or, on the part of either CSI, or Company, applications or business methods of the other party (or those of such party’s affiliates) required or provided in connection with the Services (whether owned or licensed by such party or its affiliates or a third party); or arising from CSI or its affiliates’ research and development activities.

7. Confidentiality.

a) Confidential Information. “Confidential Information” means all data or information that is competitively sensitive and/or not generally known to the public; including, but not limited to, information which is marked confidential or proprietary, customer lists, technology, inventions, systems, operations, facilities, products, services, discoveries, ideas, concepts, research, development, processes, operating procedures, marketing, business and development plans, pricing, policies and financial information. Confidential Information does not include information which: (i) is or becomes part of the public domain through no fault of the receiving party; (ii) was already known to the receiving party prior to its disclosure; (iii) is lawfully obtained from a third party without obligations of confidentiality; or (iv) is independently developed by the receiving party without reference to any Confidential Information of the other party.

b) Disclosure and Use Restrictions. Neither party will disclose, reproduce, transfer or use the other party’s Confidential Information; provided, however, that (i) CSI and its employees, affiliates, agents, advisors, Issuing Bank, or Subcontractors may access and use Company’s Confidential Information and information provided by Company, which may include Personal Information (as defined below), in order to provide the Services, provided that such third party agents and Subcontractors will comply with the confidentiality provisions of the Agreement, (ii) as applicable, each Authorized Third Party has been authorized by Company to access and use Company’s Confidential Information or Personal Information (defined below) in connection with the Services, and (iii) either party may disclose Confidential Information as may be required by law, regulation, court order, or subpoena, provided the disclosing party uses reasonable efforts to notify the other party prior to disclosure (unless such notification is prohibited by law, regulation, court order or subpoena) so such party may, at its own cost, seek to prevent or limit such disclosure.

c) Company’s Information Security. Company is responsible for the security of all non-public or personally identifiable information, including usernames and passwords, which are on the systems or equipment under Company’s control. Company will maintain information security practices, which comply with applicable law and are reasonably designed to prevent unauthorized access to, use, disclosure, or alteration of, Personal Information. In the event of a breach of Company systems or equipment, Company will take such steps as may be necessary and appropriate to secure its systems and prevent further unauthorized access, and shall comply with applicable law and card network requirements. CSI does not require the download of any software and as such is not responsible for any computer viruses (including, without limitation, programs commonly referred to as “malware,”, or “spyware”), problems or malfunctions resulting from any computer viruses, and CSI is not responsible for any damage to Company’s computer or operating systems or for loss of data that results from the download of any such material, whether due to any computer virus or otherwise. CSI is not responsible for any errors or failures resulting from defects in or malfunctions of any software installed on Company’s operating systems.

d) Equitable Relief. CSI and Company agree there is no adequate remedy at law for a breach of the confidentiality, disclosure, use, safeguarding and ownership requirements (collectively, the “Confidentiality Requirements”) related to Confidential Information and Personal Information herein. A breach of the Confidentiality Requirements may cause irreparable harm for which non-breaching party may not have an adequate remedy at law; and, therefore, the nonbreaching party will be entitled to seek injunctive relief (without posting a bond or other security) against the breaching party in addition to any other rights or remedies available at law or in equity.

e) CSI Data Security. CSI shall comply with its data privacy and security policies [Data Security Rider], as may be updated, amended or enhanced from time to time, consistent with industry standards and applicable law.

8. Representations and Warranties.

a) Each party represents and warrants that: (i) it has the right, power, and ability to enter into and perform under the Agreement; (ii) the execution of the MSA and provision or use (as applicable) of the Services described herein does not violate any law or contract applicable to such party; and (iii) it will comply with applicable law in connection with its performance under this Agreement.

b) Company additionally represents and warrants that, if applicable, Company has a valid agreement with the Authorized Third Party to use the Program and permits the Authorized Third Party to utilize the Services for and on behalf of the Company.

9. No Use of Services for Illegal or Unapproved Purposes.

Company shall not use the Services in connection with any product, service or activity that is illegal under applicable federal or state law, Card Network rules, or prohibited by restrictions imposed by the Issuing Bank. Company agrees not to use the Service in connection with any business of placing, receiving or otherwise knowingly transmitting bets or wagers by any means which involves the use, at least in part, of the Internet, or for any other transaction which is prohibited by Federal Reserve Regulation GG – Unlawful Internet Gambling Enforcement Act of 2006.

10. Information to Issuing Bank; Audit.

Upon request, Company shall furnish to CSI, or Issuing Bank, information pertaining to Company’s access to and use of the Program and Services. Company understands such information may be subject to review and audit by the Issuing Bank and its regulators and auditors (“Auditing Parties”). Company agrees to fully cooperate with each Auditing Party in conjunction with any review or audit by such Party. This Section 10 shall survive the termination or expiration of the Agreement to the extent required by applicable law.

11. Disclaimer of Warranties.


12. Limitation of Liability.



13. Relationship.

CSI is an independent service provider and neither CSI nor any of its representatives are an employee, partner, or joint venturer of Company. Except as expressly stated in the Agreement, neither party shall be an agent of the other, nor have any authority to represent the other in any matter.

14. Term and Termination.

a) This Agreement (including any applicable Service Agreements) shall commence on the later of the date of the last signature on the MSA, or CSI’s approval of the MSA (for which CSI will provide notice to Company) and shall remain in full force and effect for three (3) years (the “Initial Term”), provided that the Initial Term shall automatically renew for successive periods of one (1) year each (each a “Renewal Term”), unless either party provides not less than ninety (90) days’ notice of non-renewal prior to the next Renewal Term.

b) In addition to any other remedies, either party may terminate this Agreement if the other party: (i) is dissolved, becomes insolvent, generally fails to pay or admits in writing its general inability to pay its debts as they become due; (ii) makes a general assignment or agreement with or for the benefit of its creditors; (iii) files a petition in bankruptcy or institutes any action under federal or state law for the relief of debtors; (iv) seeks or consents to the appointment of an administrator, receiver, custodian, or similar official for the wind up of its business; (v) becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding related to insolvency, receivership, liquidation or composition for the benefit of creditors, and such proceeding is not dismissed or stayed within thirty (30) days; (vi) fails to pay any obligation when due or payments to CSI are returned or reversed for any reason; (vii) violates any applicable law in connection with the Agreement or Service; or (viii) except with respect to breaches by Company of subsections (vi) or (vii) hereof, breaches a material representation, warranty, term, condition or obligation under the Agreement, and fails to cure such breach within thirty (30) days after receiving written notice of such breach. CSI may terminate the Agreement at any time, effective upon written notice to Company, in the event CSI reasonably believes that Company is misusing the Services or that its continued access to the Services is likely to lead to fraud, misuse or unreasonable damage or risk to CSI, the Issuing Bank or Card Network.

c) The termination of this Agreement will not affect Company’s responsibility to pay, or CSI’s right to recover, any amounts for which Company is liable under the Agreement, and upon termination, Company shall immediately pay all such amounts then owed in connection with the Agreement, without set-off or deduction. CSI will be entitled to recover all costs of collection, including without limitation attorneys’ fees, in the event such amounts are not so paid.

15. Miscellaneous.

a) Amendments. CSI may amend, supplement, or change (each, a “revision”) the terms of the Agreement by providing written or electronic notice to Company. Company shall have thirty (30) days from receipt of such revision notice to terminate this Agreement without penalty, absent which, Company’s use of the Service after the date set forth in the notice, or thirty (30) days, whichever is later, shall constitute consent to the revision.

b) Delay in Enforcement. CSI may at any time and in its sole discretion delay or waive enforcing any of its rights or remedies under this Agreement or under applicable law without losing any of such rights or remedies. Even if CSI does not enforce its rights or remedies at any specific time, it may enforce them later. For example, we may accept late payments or payments that are marked “payment in full” or with other restrictive endorsements without losing any of our rights under this Agreement or applicable law.

c) Notices. Any notice required hereunder shall be given by first class U.S. mail, postage prepaid, by receipted hand delivery, or electronically. If, by mail, to CSI, at the address set forth below and, if to Company, at the address provided at the beginning of this Agreement. Any notice mailed shall be presumed received on the third business day after mailing thereof.

globalVCard, LLC
Attn: Chief Financial Officer
3301 Bonita Beach Road, Ste. 300
Bonita Springs, FL 34134

d) Publicity. Company hereby grants CSI permission to issue any press release, case study, or disseminate similar publicity or marketing materials, respecting this Agreement, including, without limitation, by means of the Internet and, in conjunction with such publicity, CSI is permitted to use any trademark, service mark, trade name, or other commercial symbol of Company.

e) Force Majeure. Neither Party shall be responsible for any failure, error, malfunction or delay in carrying out any of its obligations under this Agreement if any such failure, error, malfunction or delay results from causes beyond its reasonable control, including without limitation, fire, casualty, breakdown in equipment or failure of telecommunications or third party data processing services, internet disruptions, lockout, strike, accident, pandemic, act of God, act of terrorism, riot, war or the enactment, issuance or operation of any adverse governmental law, ruling, regulation, order or decree, or an emergency that prevents it from operating normally.

f) Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Company may not sell, assign or transfer the Agreement or any of its rights or obligations under this Agreement without the prior written approval of CSI. CSI may sell, assign or transfer the Agreement or Account, without Company’s consent.

g) Entire Agreement. The MSA, together with the Fee Schedule, General Terms, any Service Agreement, constitutes the complete and exclusive Agreement between the parties with respect to the Service and the Account, and supersedes all prior or contemporaneous proposals, discussions or agreements between the parties with respect to the Service and the Account. In addition, all applicable reference guides, policies, or procedures made available from time to time, govern your use of the Service.

h) Severability. If performance of the Service in accordance with the terms of the Agreement would result in a violation of any present or future statute, regulation or government policy to which we are subject, and that governs or affects the Service or any transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the degree necessary to comply with such statute, regulation or policy, and we shall incur no liability to you as a result of such violation or amendment. If any provision of this Agreement is deemed to be illegal, invalid, void or unenforceable by a court of competent jurisdiction, or by any governmental agency with jurisdiction in such matter, such provision shall continue enforceable to the extent permitted by that court or agency, and the remainder shall be deemed stricken from this Agreement. All other provisions shall remain in full force and effect.

i) Disputes, Governing Law; Venue. The Agreement shall be governed and construed in accordance with the laws of the state of Florida, without regard to internal principles relating to conflict of laws. Any dispute, difference, controversy or claim arising out of or relating to the Agreement shall exclusively be settled by binding arbitration before a single arbitrator in Lee County, Florida in accordance with the Commercial Arbitration Rules (including Procedures for Large, Complex Commercial Disputes) of the American Arbitration Association. Judgment on any resulting award may be entered into by any court having jurisdiction over the parties or their respective property. The arbitrator shall decide any issues submitted in accordance with the provisions and commercial purposes of the Agreement and shall not have the power to award damages other than those described in the Agreement. The prevailing party in any dispute arising out of the Agreement shall be entitled to, and the arbitrator shall have jurisdiction to award, the recovery of reasonable attorneys’ fees, costs and expenses.

j) Waiver of Jury Trial. Subject to the arbitration provisions set forth in Section 14 i) herein, Company agrees that any suit, action or proceeding, whether as part of a claim or counterclaim, brought or instituted by it on or with respect to this Agreement or any event, transaction or occurrence arising out of or in any way connected with this Agreement shall be tried only by a court and not by a jury. YOU EXPRESSLY, KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. Company agrees, to the fullest extent allowed by law, that claims arising hereunder will not under any circumstances be pursued in class action proceedings and Company waives the right to bring or to participate in class action proceedings against CSI.

k) Headings. The Section headings used in these General Terms are for convenience only, and do not in any way limit or define your or our rights or obligations under the Agreement.

l) Survival. Termination of the Agreement, including the MSA or any Service Agreement or Service shall not impact any right or obligation arising prior to termination, and in any event, Sections 1.d) – 1.j), 3.b), 4, 6 – 15 of these General Terms shall survive termination of the Agreement, including the MSA or any Service Agreement.

2. CSI Commercial Card Agreement

This CSI Commercial Card Agreement (“Card Agreement”) is a part of the CSI Master Services Agreement (“MSA”) and is governed by the General Terms and Conditions (“General Terms”). Capitalized words not otherwise defined herein have the meaning set forth in the MSA or General Terms. This Card Agreement is entered into by and between CSI and Company and sets forth the terms and conditions pursuant to which CSI shall provide Company with CSI’s commercial card services. By entering into this Card Agreement, Company hereby agrees to receive the CSI commercial card services pursuant to the MSA and General Terms as modified and amended by the terms and conditions set forth in this Card Agreement.

In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, CSI and Company, intending to be legally bound, do hereby agree as follows:

CSI Description of Services – Subject to the terms, provisions and conditions of this Card Agreement, CSI shall provide a commercial card accounts payable service (the “Service”) consisting of the establishment of an Account (as defined in Section 1 a of the General Terms and Conditions), the Virtual Cards (as defined in Section 1 below) and the related services described in this Card Agreement. The Service is an offering under an online system operated by CSI to facilitate electronic payments to certain vendors (a “Vendor” or “Vendors” as the case requires). The Service may only be used for business or commercial purposes and not for personal, family, household or other consumer purposes.

1. Card Programs.

The Service is designed to handle an organization’s accounts payable, purchasing, and, where available, travel and related expense needs through a commercial card payment platform. CSI, in accordance with Company’s request, shall provide Company with virtual or lodged commercial payment cards (“Virtual Cards”) which are issued by a financial institution which is party to an agreement with CSI, as may be determined by CSI in its discretion (the “Issuing Bank”).

2. Representatives.

CSI will rely on the information provided by an Authorized Person or Company’s other agents, officers, employees and representatives (“Representatives”) in providing the Service to Company. Any changes in Representatives or to the information Company provided to CSI must be promptly communicated to CSI and given or promptly confirmed in writing although CSI may, in its sole discretion, act on oral requests for changes. CSI may request separate documents, certificates or resolutions from Company to establish the authority of Company’s Representatives. Any change shall be effective only after CSI receives the proper request for such change and CSI has had a reasonable opportunity to act on the request. Until then, CSI may rely on Company’s Representatives as previously provided to CSI. Company agrees that CSI may refuse to comply with requests from any person until CSI receives documentation reasonably satisfactory to CSI confirming the person’s authority to bind Company. CSI shall not be liable or responsible to Company for any Authorized Person or Representative who exceeds the limits of his or her authority.

3. Issuance of Virtual Cards.

a) Virtual Cards. Upon completion of the set-up process, CSI will establish the Account, against which Virtual Cards may be created in accordance with this Card Agreement and CSI’s procedures. Company may submit and approve payment instructions requesting the creation of a Virtual Card. Assuming sufficient funds have been placed on the Company Account, all transactions with a Virtual Card will be honored unless the Virtual Card or the Account has been effectively blocked as provided in this Card Agreement or as otherwise determined by CSI or Issuing Bank. Unless and until a Virtual Card has been blocked, the Virtual Card is valid and may be used for transactions, and renewal or replacement Virtual Cards and associated account numbers may be generated and issued as appropriate. Once issued as requested by Company and subject to the provisions of this Card Agreement, Company is solely responsible for the use of the Virtual Card and associated account number and for imposing and enforcing any limits or restraints Company imposes on the use of the Virtual Card.

b) Responsibility for Transactions. Company is responsible for the use of each Virtual Card and Account number by Company, any Authorized Person, Account Administrator (as defined below), and any other of Company’s personnel. As part of this responsibility, Company agrees to: (i) limit use of all Virtual Cards to business or commercial purposes on Company’s behalf; (ii) to impose internal controls and procedures to prevent fraud and unauthorized use of a Virtual Card; and (iii) to daily review and reconcile all Account activity and transactions as further described below.

c) Transactions. Unless otherwise restricted by CSI, Company Virtual Cards and the Account may be used to effect accounts payable transactions and other commercial purchasing transactions via the Service. Where available, and if requested by Company, the Virtual Cards and the Account may also be used to effect travel and other commercial expense transactions. CSI is not responsible for the failure or refusal of anyone to honor a Virtual Card. Subject to the express limitations set forth in this Card Agreement, Company is responsible for all uses of each Virtual Card and account number regardless of the means by which the transaction is affected and regardless of whether it is authorized by Company or violates Company’s internal policies, controls or restrictions. Merchant category and velocity controls, when properly implemented and used by Company and reported by the merchant, can be effective in controlling transaction activity.

4. Account Administrator.

The Account Administrator has the authority to designate personnel with access to some or all of the administrative features of the Service, including to; (i) create Virtual Cards to effect transactions; (ii) block a Virtual Card and change the Virtual Card limit associated with a Virtual Card; (iii) select, create, adjust and maintain settings through the online features that implement available spending controls; (iv) monitor, and obtain information and reports about Account and Virtual Card use; and, (v) accept and act on all communications from us regarding the Service. CSI may, without further inquiry, rely on, deal with and accept instructions related to the Service from any person who identifies himself or herself as the person designated by Company as the Account Administrator.

5. Company Transactions.

a) Obligation. Company shall be responsible for all payments made from the Account.

b) Foreign Currency and Cross-Border Transactions. To convert transactions made in foreign currencies into U.S. dollars, the relevant card association or its affiliate (“Card Association”) will use its then-current currency conversion rates and the procedures established by such Card Association in its sole discretion, as further defined in the Fee Schedule. Further, if a merchant’s country code applied to a transaction differs from Company’s country code, a cross-border fee will apply as further detailed in the Fee Schedule.

c) Unauthorized Transactions. If Company believes that a transaction on Company’s Account was unauthorized, Company must notify CSI as soon as possible but not more than sixty (60) days after the posted date of the transaction. Company will be required to provide CSI with reasonable information about the transaction to enable CSI to investigate the matter, and to reasonably cooperate with CSI in any investigation.

6. Account Statements.

Account statements and reports are available securely on-line through the Program. Company understands and agrees that CSI may filter data received from merchants from time to time as necessary to provide complete reporting information to Company.

7. Prefunded Account Balance.

a) Account Funding. Company shall maintain sufficient funds in Company’s Account to support the transactions contemplated under this Card Agreement and any other Services. If Company does not have sufficient available funds in Company’s Account to cover the transaction amount, the transaction will be declined. Company acknowledges and agrees that the funds available to perform transactions are limited to the funds that have been added to Company’s Account that are not subject to a hold. Company is not authorized to use funds added to Company’s Account in error. Company is not authorized to access Company’s Account for the purpose of withdrawing funds; provided that Company may, however, request a return of funds through Company’s Account Administrator and such request will be processed and completed by CSI or the Issuing Bank as soon as is commercially practicable. Any transaction that could create a negative balance for Company’s Account is not permitted but may occur in limited circumstances. Adjustments may be made to Company’s Account to reverse an error, reflect a Vendor adjustment, or resolve a dispute regarding a transaction posted to Company’s Account. These processing and adjustment entries could cause Company’s Account to have a negative balance. If Company’s Account has a negative balance, Company agrees: (i) that CSI may automatically apply any subsequent deposits to Company’s Account to satisfy the negative balance, and (ii) to fund Company’s Account on demand by a wire transfer, ACH, or other payment method authorized by CSI for the amount of the negative balance. If no future funds are added to Company’s Account, CSI may send Company a notice explaining the reason for the adjustment and requesting payment by wire transfer, ACH, or other payment method to satisfy the negative balance.

b) Changes. CSI may from time to time and in its sole discretion (i) block one or more Virtual Credit Cards, or (ii) limit the number and amount of transactions on the Virtual Credit Card or the Account. CSI will notify Company promptly in the event CSI decides to take such action on the Account. While CSI expressly reserves the discretion described in this paragraph, except for cases of known or suspected fraud, changes resulting from regulatory requirements or where CSI believes there exists a risk of loss, CSI will use commercially reasonable efforts to consult with Company in advance taking action on an Account.

8. Fee Schedule.

Company agrees to pay all fees and charges associated with the Account including those set forth in the fee schedule (Exhibit B) of the MSA (the “Fee Schedule”), which is incorporated into this Card Agreement by this reference. Company agrees to pay the account fees and charges disclosed in the Fee Schedule or in writing elsewhere. The Fee Schedule may be revised as provided in the MSA. If there is any conflict between this Card Agreement and the Fee Schedule, this Card Agreement shall govern, but only to the extent reasonably necessary to resolve the conflict.

9. Account Controls.

a) Monitoring Obligation. Company is responsible for monitoring the use of the Virtual Cards, Account numbers and the Account, and detecting unauthorized or improper use. CSI offers online account management tools through the Online Features, as defined below, to assist Company in carrying out this responsibility, including access to transaction information and the means to block a Virtual Card or impose limits on the use of a Virtual Card.

b) Unauthorized Use. Company is responsible for blocking any misused Virtual Cards or lost or stolen Virtual Card Account numbers, or Virtual Cards or the Account that Company suspects may have been the subject of fraud, unauthorized use or misuse, and the Virtual Card (and associated authorization) of any personnel no longer authorized by Company to use a Virtual Card or Account number, whether as a result of termination of employment or otherwise. Company
may also block or terminate a Virtual Card by calling or e-mailing CSI’s customer service center as soon as the need arises. Company understands that CSI will require a reasonable amount of time to act on any request made by telephone or e-mail.

c) CSI’s Programs. CSI may (but are not obligated to) apply software programs and other techniques to detect patterns and other indications of potential fraud and unauthorized use of the Account. These programs and techniques are not a substitute for proper Account management and the implementation and enforcement of Virtual Card controls by Company and cannot be relied upon to prevent fraud or unauthorized use. CSI’s techniques may, however, result in the denial of a transaction, reduction of limits or other actions as indicated by such programs and techniques.

10. Online Features.

CSI offers online access features as part of the Service (“Online Features”) to enable Company to access information about, and administer and manage, the Account. The use of the Online Features is subject to the limitations and specifications CSI provides for the Online Features. Some or all of the Online Features may be hosted or provided by the Card Association or another third party and are also subject to any terms of use established by CSI or that third party. Updates and new features of the Online Features will be described, and any related terms of use will be posted on the applicable website; updates and features offered by CSI, and the related terms and conditions of use will become part of the Service and this Card Agreement upon first use by Company.

11. Rebate Program.

Company may qualify for a rebate program. The rebate program, if applicable to the Account, is only available if the Account is open, in good standing, and is not in default of the MSA. Please refer to Exhibit A, Rebate Incentive Agreement, of the MSA for specifics regarding rebates. CSI reserves the right to change or terminate the rebate program at any time and in any manner with prior notice. Changes may include, among other things, changing the benefits, imposing additional restrictions, or terminating the program. In addition, CSI reserves the right to remove any account from the rebate incentive program in the event of any fraud or abuse. Participation in the rebate incentive program will be suspended if the account is suspended. The Rebate Incentive Program is subject to modification or termination, at the option of the CSI, should any of the current structures between globalVCard LLC, CSI Enterprises, Inc., Issuing Bank, and/or Processor change, or if there are changes in card association interchange rates, and/or if legislation governing interchange rates is modified, as they may from time to time. Company is not entitled to incentive until Issuing Bank has funded and settled with CSI. The rebate program is not sponsored or administered by the Issuing Bank.

12. Exclusivity.

Company agrees that CSI will be Company’s exclusive provider of the Service, and Company will not use the services of any third party that are substantially similar or competitive with CSI for the Service provided under to this Card Agreement.

13. General Provisions.

a) Vendors. CSI has no liability or responsibility for a Vendor’s refusal to accept a payment made via the Service. If Company has a payment dispute with a Vendor, CSI requires that Company first attempts to resolve the dispute directly with the Vendor. If Company is unable to resolve the dispute, Company may request that CSI process a chargeback, subject to applicable Card Association rules. If CSI agrees to process the chargeback, Company will be required to complete a dispute form provided by CSI, provide any additional information CSI requests relating to the dispute and cooperate with CSI. Company is in all events responsible for any transactions made with Company’s Account or the Service.

b) Compliance with Law. CSI and Company each agree to comply with and be responsible for all applicable state, local and federal statutes, rules, regulations, orders, directives, policies and other laws, and the rules and regulations of any applicable Card Associations or payment clearing system.