Legal Disclosures

Terms of Use

CenterCard® Spend Management App Terms of Use

Revision Date: April 30, 2025

IMPORTANT – PLEASE READ CAREFULLY

These CenterCard® Spend Management App Terms of Use (“Terms of Use”) govern your use of the CenterCard App (as defined below) and card spend management and other services provided to you (“User”, “you” or “your”) for use (“Services”) pursuant to the CenterCard Spend Management Services Terms and Conditions (the “Agreement”) between Center ID Corp. (“Center”, “we” or “our”) and your employer or other person or entity who requested the issuance of a CenterCard-branded payment card (“Card“) for your business use (“Company”). The Card is issued by a financial institution that has contracted with Center for that purpose (“Issuing Bank”). Your use of the Card is covered by the cardholder agreement for the Card between Issuing Bank and your Company (“Cardholder Agreement”).

By downloading the CenterCard mobile application or using our web application (each referred to individually and collectively herein as the “App”) or by using the Services, you agree to be bound by these Terms of Use. We may update these Terms of Use without prior written notice at any time and in our sole discretion by posting an updated version on our Site. Any updates or changes to these Terms of Use will be in effect as of the “Revision Date” referenced in these Terms of Use. Your continued use of the App, Site, Card(s) or Services (each as defined below) after the “Revision Date” will constitute your acceptance of and agreement to such updates. If you do not agree to these Terms of Use, or if you do not agree to any updates or changes to these Terms of Use, you may not use, and must discontinue use, of the App, Site, Card(s) and the Services.

You acknowledge and agree that the Card is to be used for business purposes only and that it will not be treated as a consumer card under the provisions of state or federal law. We and the Issuing Bank will assume that all Card Transactions (as defined below) made by you with your Card were made for business purposes.

THESE TERMS OF USE REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. YOU AGREE THAT ANY CLAIMS, CAUSES OF ACTION, REMEDIES OR DISPUTES BETWEEN YOU AND CENTER RELATING TO THIS AGREEMENT WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. IF YOU DO NOT AGREE TO WAIVE YOUR RIGHT TO A JURY TRIAL AND TO ARBITRATE ANY DISPUTES THAT ARISE UNDER THESE TERMS OF USE AS SET FORTH BELOW, DO NOT USE THE SERVICES.

1. DEFINITIONS

As used in these Terms of Use:

“Administrator” means an employee of Company, such as a cost center manager or finance manager, designated by Company and approved by us to be responsible for tracking usage of the CenterCard® credit cards by Company employees and who holds administrative rights to account and your and your Users’ use of the System.

“Affiliate” means any entity that controls, is controlled by, or is under common control with either party, including its subsidiaries. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, but not by limitation, the direct or indirect ownership of more than 50% of (i) the voting securities or (ii) an interest in the assets, profits, or earnings of an entity shall be deemed to constitute “control” of the entity.

“Authorized Person” means a person who has the requisite authority to act on your behalf and bind you to these Terms of Use.

“Card” means a charge or credit payment access device issued to Company that is branded with a Center trademark, as provided in Center’s sole discretion. A Card may include fleet, purchasing, T&E, multi cards, ghost cards, virtual cards, or any other debit or credit payment vehicle issued by Center that is connected to a digital or mobile wallet.

“Card Transaction” means a transaction made using a Card.

“Center Information” means all proprietary information of Center used in the provision or receipt of the Services, including Software, documents, drawings, data, code, and System created, or otherwise owned, by Center or licensed by Center from third parties related to the Services, Software, Documentation, System, and all modifications thereof, and all intellectual property rights therein. “Center Information” also includes the foregoing types of information of Center’s Third Party Providers to which Company or Company’s employees receive access.

“Confidential Information” means any non-public information of a party or, with respect to Center’s Confidential Information, a Third Party Provider, which a party designates in writing as being confidential when it is disclosed, or which, given the nature of the information or circumstances in which it is provided, should be treated as confidential. Confidential Information of a party includes but is not limited to, business plans, business methods, financial information, products, services, data, specifications, documentation, inventions, processes, trade secrets, know-how, customers, designs, drawings, computer code, algorithms, formulas, and passwords. Confidential Information does not include information which: (a) was rightfully in the possession of the receiving party prior to receiving it from the disclosing party; (b) is independently developed by the receiving party without use of or reliance upon the Confidential Information of the disclosing party; (c) was in the public domain at or subsequent to the time of disclosure (through no breach of the receiving party); or (d) is obtained in good faith from a third party not under any obligation of confidentiality.

“Documentation” means any materials, manuals, end-user documentation, and other related materials pertaining that Center makes generally available to its Users, either online or in electronic or hard copy format.

“Effective Date” has the meaning set forth in Section 4.1.

“License” has the meaning set forth in Section 8.3.

“Password(s)” means the confidential passwords or other means that allows User(s) to access and use the Software.

“Privacy Policy” means the Center Privacy Policy posted to the Site, as such policy may be updated or amended from time to time.

“Resultant Data” means information, data and other content that is derived by or through the App or from processing User Data and is sufficiently different from such User Data that such User Data cannot be reverse engineered or otherwise identified from the inspection, analysis or further processing of such information, data or content. 

“Services” means the CenterCard spend management services described in these Terms of Use and all other services provided by Center or its Third Party Providers to you. “Services” also includes all services accessed by you through the System or otherwise under these Terms of Use that are provided, either directly or on a pass-through basis, by Third Party Providers.

“Site” means the website maintained by Center at getcenter.com, or other URL designated by Center from time to time.

“Software” means the App, the cloud software, and the web-based software that support the provision of expense visibility and controls and related services, and any Updates we make available to you.

“System” means the Software, the computer system platform on which the Center cloud software and dashboard application are hosted, and all related products and devices for CenterCard that we make available to you from time to time under these Terms of Use in our sole discretion.

“Third Party Providers” means third party service providers under contract with Center to provide services and Software to Center for Center customers and their employees, which services or Software may be subject to additional Center or third party terms and conditions specified by Center or such Third Party Providers from time to time.

“Updates” means any modifications, updates, enhancements, corrections or new versions of the Software that Center generally provides to its customers free of charge.

“User Data” means, other than Resultant Data, information, data and other content, in any form or medium, that is input by, collected, downloaded or otherwise received, directly or indirectly from you by or through the App or related services or that incorporates or is derived from the processing of such information, data or content by or through the App or related Services.

“User Information” means all Confidential Information and data provided to Center by you.

2. SERVICES

2.1       Services. During the term of these Terms of Use, we will provide you with the Services, which Services will allow you to access information about your Card spend and your Card balances and or other services which you may elect to access through our System. Some Services are provided by Third Party Providers and some Third Party Providers may require you to enter into a separate agreement with them or to agree to other additional terms. By using any Services provided by Third Party Providers you agree to such separate agreements or additional terms. We are not responsible for the Services provided by Third Party Providers and you use such Services at your own risk. You are responsible for accuracy of User Data you input into the System.

2.2       Authorized Users and Activating Your Card. You acknowledge and agree that your use of the Services is conditioned on your compliance with your obligations specified in these Terms of Use. We also may refuse to allow you to use the Services if you are in breach of your Cardholder Agreement with Issuing Bank.

2.3       Change and Updates to the Services; Additional Terms and Conditions. We reserve the right, in our sole discretion, to make any changes, amendments, modifications or Updates to the Services, or any portion thereof, in our sole discretion and in accordance with our Agreement with Company. Certain Services or Software may be subject to additional terms and conditions specified by us from time to time. 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 these Terms of Use by this reference.

2.4       Card Account and Support. You are responsible for resolving all disputes with Company and/or merchant regarding amounts credited or debited to any Card account. Contact your Administrator with questions regarding your Card account.

2.5       Fraudulent Transactions; Lost or Stolen Cards. Please see your Cardholder Agreement for terms applicable to fraudulent transactions and lost or stolen cards. All fraudulent activity must be reported within the timeframe specified in the Cardholder Agreement. All lost or stolen Cards should be reported immediately. 

2.6       Card Transactions. A Card will be issued to and activated by Issuing Bank in accordance with your Cardholder Agreement with Issuing Bank. Through the App, you will be able to view Card Transaction activity for your Card. No Card Transaction may exceed the spend limit(s) applicable to your Card by your Administrator. You are solely responsible for Card Transactions made by individuals to whom you give access to your Card. We are not responsible for any losses, damages, or harm caused by a Card Transaction that is denied or reversed by Issuing Bank.

2.7       Card Transaction Limitations. Issuing Bank and your Company may impose spending limits, limitations on the number or dollar amount of Card Transactions Users can make with Cards, and/or limitations on the maximum balance of a Card account at any time. Contact your Administrator with questions regarding account limitations that apply to your Card.

2.8       Collection and Use of Information. (a) We may, directly or indirectly through the services of others, collect and store information regarding use of the Software or Services and about equipment on which the Software is installed or through which it or the Services are otherwise accessed and used. (b) You agree that we may use such information for any purpose related to any use of the Software or Services by you, including but not limited to: (i) improving the performance of the Software or Services or developing updates; (ii) verifying compliance with the terms of these Terms of Use; and (iii) enforcing our rights, including all intellectual property rights in and to the Software and Services.

2.9       Special Provision regarding Dwolla® Service. If you register to create a Dwolla account to receive payments via Center’s Services, you expressly authorize our service provider, Dwolla, Inc., to originate credit transfers to your financial institution account for this purpose. The Dwolla services should only be used for reimbursable business expenses and should not be used for any personal goods and services. Neither Center nor Dwolla are responsible for providing tax or other related documentation for the purchase of personal goods and services. Any funds held in or transferred through your Dwolla Account are held or transferred by Dwolla’s financial institution partners and not by us or Dwolla. You must be 18 years old or other age of majority in your state of residence. By checking the box within our application, you authorize us to collect and share with Dwolla your personal information including full name, email address and financial information, and you are responsible for the accuracy and completeness of that data. Dwolla’s Privacy Policy is available here. You understand that you will access and manage your Dwolla Account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla Account activity, and can be reached at getcenter.com/support, support@getcenter.com and/or 888-355-0887.

3. USE OF SERVICES

3.1       Your Use of the Services. In order to receive the Services, you must be in compliance with your Card Account Agreement. You are responsible for all Card Transactions and Cardholder Fees that are due under your Card Account Agreement or the Agreement. You are responsible for resolving all disputes with Users regarding amounts credited or debited to any Card account. 

3.2       Equipment. To be eligible to use the Services, you agree you must continue to satisfy your obligations under this section, which obligations include: (a) obtaining and maintaining at your expense all necessary hardware, software, Internet connections and other items necessary for you to access and use the Services; and (b) installing the Software, including set-up, configuration and all interfaces and interaction with any third-party software.

You are responsible for obtaining and maintaining all telecommunications, mobile, broadband, computer, hardware, software, equipment and services needed to access and use the Software and System; view, save or print your documents online; and receive any messages, documents and other Communications we provide to you electronically. 

We reserve the right to modify the system requirements described above at our discretion, and you will implement such changes after we provide reasonable notice, or immediately, as required by applicable law or where we deem appropriate or advisable for security reasons. We will provide you with notice of such modification(s) electronically in a manner consistent with other electronic Communications.  If you do not agree to the modification(s), you must stop using the Software and System.  

3.3       Restrictions on Use of Services and Cards. You agree to use the Services solely for Company’s internal business purposes. You shall not, directly or indirectly: (a) sell, lease, sublicense or otherwise transfer the Services, Center Information, Software, Documentation or System and related services; (b) alter or permit a third party to alter any part of the Services, Center Information, Software, Documentation or System; (c) use or permit the use of the Services, Center Information, Software, Documentation, or System to provide services to third parties; (d) copy, modify or make derivative works based on the Services, Center Information, Software, Documentation, System or the Site; (e) disassemble, decompile, reverse engineer or otherwise attempt to derive source code or other trade secrets from the Services, Center Information, Software, Documentation, System or the Site; (f) frame or mirror any of the Site pages or other content which is accessed as, or forms part of, the Services, Software or System; (g) use the Services to knowingly transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs; (h) knowingly interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (i) attempt to gain unauthorized access to the Services.

You agree that you will: (i) use the Card as a corporate card solely for commercial business purposes; (ii) not use the Card for personal, family or household purposes; (iii) not use the Card at gambling websites or to purchase illegal goods or services or at any other merchant prohibited in the Cardholder Agreement; (iv) you agree to notify us (in addition to Issuing Bank) immediately if any Cards are lost, stolen, or otherwise compromised, or if you suspect a Card is being used without your permission; and (v) promptly notify us of the loss, theft, or unauthorized disclosure of your password to our App. Provided that you have acted in good faith, and provided you have locked the Card using the App and/or notified Center via our support email or the phone number on the back of the card or support portal, within 72 hours of the first fraudulent transaction, Center will reimburse your Company for up to $1000 of unauthorized use of CenterCard per lost/stolen, or otherwise compromised, card for unauthorized Card Transactions that occurred within the 72 hour period. If you have not locked your Card or notified Center within such 72-hour period, you or your Company will be responsible for unauthorized or fraudulent use until Center has been notified of your lost or stolen Card or unauthorized use. Please also see your liability for unauthorized transactions under your Cardholder Agreement. We are responsible for unauthorized card transactions solely to the extent set forth in this section, and reserve the right to modify our reimbursement practices in this Section 3.3 in our sole discretion at any time without notice. The Card may not be accepted by certain merchants whose goods or services are not legal for minors. The Issuing Bank may refuse to process any transaction that it believes violates the terms of the Cardholder Agreement or the Agreement. We or the Issuing Bank may suspend the Card to investigate any unusual activity that may indicate the Card is being used for restricted activities.

If you fail to comply with the restrictions on use contained in this Section 2.8 or the Cardholder Agreement, we reserve the right to (a) immediately terminate or suspend the Card, and/or (b) immediately disable or suspend any unauthorized use of the App or Services.

3.4       Passwords. You are responsible for all use of, and maintaining the confidentiality of, your Password and for all activities that occur under your Password.

3.5       Electronic Communications and Notices. You agree to receive all notices and communications from us electronically.

3.6       Your Data. You may download, keep or merge data and reports generated by you through the Site, App, Services and Software, and must keep copies of all such data and reports for your system of record, backup and archival records.  You acknowledge and agree that none of the Site, App, Services and Software are your system of record and do not replace the need for you to maintain regular data backups or redundant data archives. WE HAVE NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF USER DATA. We retain all proprietary rights to the format and arrangement of any and all reports generated through the Site, App, Services and Software.

4. TERM AND TERMINATION

4.1       Term. The term of these Terms of Use will commence upon the issuance of the initial Card and first use of the App (the “Effective Date”). These Terms of Use and your access to the Services will terminate immediately on the earlier to occur of: (a) the expiration or earlier termination of the Agreement between Center and Company; (b) your ceasing to be authorized by Company as a User, or be authorized by Company to use the Services; (c) our termination of your use of or access to the Services; or (d) Issuing Bank’s termination or closing of the Card or Card account.

4.2       Termination. We may terminate these Terms of Use, or suspend or cancel Cards, at any point and for any reason including where directed by the Company or Issuing Bank, for termination or suspension of the Card account, in connection with the termination or suspension of the Agreement, or where we determine in our sole discretion that continuing to provide Cards or Services poses an unacceptable risk to you, Company, us, Issuing Bank, or third parties. We may suspend or terminate access to the Services or your Card account(s) if we believe you have breached or otherwise violated these Terms of Use or if required by the Issuing Bank. We may terminate Cards immediately upon notice to you if our agreement with Company or with Issuing Bank is terminated or suspended, or as otherwise set forth in our Agreement with Company.

Notwithstanding anything to the contrary in the Agreement, we reserve the right to suspend or terminate your use of the Service, Program and App, or your use of, or access to, any portion of the Service, Program or App (i) for any reason with ninety (90) days’ advance written notice, or (ii) immediately in order to comply with applicable law, regulation or order of a governmental agency or if our agreement with Issuer is terminated.   

5. AGREEMENT TO CONDUCT TRANSACTION ELECTRONICALLY; ELECTRONIC COMMUNICATIONS

5.1       For the duration of your access to the Services, you agree to conduct electronically all transactions in connection with the Services via the Site or by such other electronic methods as we may provide from time to time.  At any time after the Effective Date, if you wish to withdraw your agreement to conduct transactions electronically as described in this section, you must cease use of the Services and Program. Site or App availability may be limited at times.

5.2       You acknowledge and agree that we may provide all notices, disclosures, amendments to these Terms of Use, Program and other Services-related communications (“Communications”) electronically, including through the Site or by email, as described more fully below, instead of in paper form by U.S. mail.  You acknowledge and agree that this Section 5 shall survive termination of these Terms of Use and that any Communications that may need to be sent to you post-termination shall be sent electronically in accordance herewith.  If you do not agree to receive all Communications electronically from us as described below, you may not use the Services or Program.   

To receive Communications from us in electronic form, you must provide and always maintain an Email Address (as defined below) and satisfy the system requirements set forth in Section 3.2.  We may provide Communications electronically through or any combination of: (i) email to an Email Address or (ii) posting or making such Communications available through the App. Save or print copies of all Communications to ensure you have them when needed. 

By establishing an account, you certify that the email address is an email address where you wish to receive Communications for your account (each, a “Email Address”). 

The Email Address may be changed only by contacting Center Customer Support. You agree that you shall immediately update your account for other changes in your contact information, including, but not limited to, current address information.  We may rely on the most current information provided for your account and any instructions purportedly made by you to change the Email Address or your other contact information without liability.  You also agree that if a third-party vendor (where permitted by law), the U.S. Postal Service or other national postal service, or one of its agents, notifies us of a change in your postal address, we may change your address based on that information.  We will have no liability to you for changing your address based on such information, even if such information is in error.   

In our discretion and at our option, we may choose to send Communications in paper form from time to time, using U.S. mail.  For example, but without limitation, we may do this if we have a system outage, if we suspect fraud, or if for any reason your Email Address does not accept emails from us. 

You are responsible for reviewing all Communications in a timely manner.  If any Communication is returned to us because of an incorrect, changed or expired email address or an incorrect postal address, in addition to any other consequences set forth in these Terms of Use, we may stop delivering Communications until a valid address or email address is provided.  We are not responsible for items lost in, or not delivered by, email or mail.  All Communications sent by us will be deemed received by you no later than twenty-four (24) hours after they are sent or posted, except for notice by postal mail, which shall be deemed received by you no later than three (3) business days after it is mailed.  You agree to establish Credentials (as defined below) and regularly log into the Software to view and update information about your account. 

5.3       Cellular Phone Contact; Text Messages. By providing us with a telephone number for a cellular phone or other wireless device, including a number that you later convert to a cellular number, you are expressly consenting to receiving Communications, including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system, from us and our affiliates and agents at that number. This express consent applies to each such telephone number that you provide to us now or in the future and permits such communications for non-marketing purposes. Calls and messages may incur access fees from your cellular provider. From time to time, we may monitor and/or record telephone calls between you and us to assure the quality of our customer service or as required by applicable law.  

6. REPRESENTATIONS AND WARRANTIES 

6.1       By using or continuing to use the App you represent and warrant to us that: (i) you have the authority and right to agree to these Terms of Use and to perform your obligations hereunder and that your obligations hereunder are legal, valid, binding and enforceable; (ii) your acceptance of these Terms of Use and performance hereunder does not violate, conflict with or result in a breach of, or default under or any other contract or agreement to which you are a party, or by which you are bound; (iii) you are (18) years old or older; (iv) you are duly authorized to access or use the Services, App, Site or Software and to legally bind you to any activity conducted through the Services, App, Site and Software in your name; (v) you are not designated under the U.S. Treasury Department’s Office of Foreign Assets Control’s (“OFAC”) Specially Designated National or Blocked Person list or on any list of targeted persons issued under economic, financial or trade sanctions administered by OFAC, the U.S. State Department, the U.S. Commerce Department or any other governmental agency of the U.S. Government, the United Nations or any other sanctions or trade authority that we deem relevant (“Sanctions”); (vi) you are not subject to, or listed as a party on any other U.S. government list deemed by us to be related to, anti-money laundering, economic sanctions or other areas of risk as it relates to our business operations; and (vii) the execution, delivery and performance by you of any account set-up and any other documentation as requested by us are and remain complete, truthful and accurate, do not fail to disclose any material fact, have been duly authorized by necessary action, and you undertake to promptly provide to us updates of the same as may be necessary.  You agree that we may rely on such representations without requiring additional information or documentation and that you will furnish such information upon request. 

6.2       Disclaimer of Warranties. THE SITE, APP, SOFTWARE AND SERVICES ARE MADE AVAILABLE ON AN “AS IS,” “AS AVAILABLE” BASIS. YOU AGREE THAT YOUR ACCESS TO AND USE OF THE SITE, APP, SOFTWARE AND SERVICES IS AT YOUR OWN RISK. WE, ON OUR OWN BEHALF AND ON BEHALF OF OUR LICENSORS, HEREBY EXPRESSLY DISCLAIM (X) ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY THAT THE SITE, APP, SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND (Y) EXPRESS OR IMPLIED WARRANTIES OF: (I) MERCHANTABILITY; (II) FITNESS FOR A PARTICULAR PURPOSE; AND (III) NONINFRINGEMENT.  WE DO NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE INTERNET, OR YOUR COMPUTER EQUIPMENT. AT TIMES, ACTIONS OR INACTIONS OF THIRD PARTIES CAN IMPAIR OR DISRUPT YOUR CONNECTIONS TO THE INTERNET, THE SITE, APP, SOFTWARE AND SERVICES.  ACCORDINGLY, WE DISCLAIM ANY AND ALL LIABILITY RESULTING THEREFROM.  

CENTER MAKES NO WARRANTY WITH RESPECT TO ANY THIRD-PARTY SOFTWARE, PRODUCTS OR SERVICES USED IN CONNECTION WITH THE SERVICES, SOFTWARE OR SYSTEM, OR THE INSTALLATION, SETUP OR CONFIGURATION OF, OR INTERFACES, OR INTEROPERABILITY WITH, ANY THIRD-PARTY SOFTWARE, PRODUCTS OR SERVICES. 

NEITHER CENTER NOR ANY PERSON ASSOCIATED WITH CENTER MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES, SOFTWARE, SYSTEM OR PROGRAM. WITHOUT LIMITING THE FOREGOING, NEITHER CENTER NOR ANYONE ASSOCIATED WITH CENTER REPRESENTS OR WARRANTS THAT THE SERVICES, SOFTWARE, SYSTEM, PROGRAM OR ANY ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES, SOFTWARE, SYSTEM, PROGRAM OR THE SERVER THAT MAKES ANY OF THE FOREGOING AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES, SOFTWARE, SYSTEM, PROGRAM OR ANY ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET COMPANY’S OR USERS’ NEEDS OR EXPECTATIONS.  

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 

7. CREDENTIALS

You acknowledge that your use of the Site, App and Services is subject to our approval, in our sole discretion.  You will create a user ID and password that meet our specifications (collectively “Credentials”) to allow access the Services, Software, App and Site. You shall comply with these Terms of Use. We may terminate, suspend or otherwise limit your right to use the Services, Software, App and Site in our sole discretion.  Upon the termination of your right to use the Services, Software, App or Site, you will immediately cease use of the Services, Software, App and Site. 

You agree (i) to ensure the confidentiality of your Credentials; (ii) to not to exceed the authority that we set (through these Terms of Use or other terms of use, contracts or otherwise); (iii) to not share any Credentials; (iv) to immediately cancel compromised Credentials; (v) to notify us of compromised Credentials; (vi) to implement and maintain reasonable plans and practices regarding data security, authentication and online access for, by or through your systems and facilities; and (vii) to comply with laws, regulations and industry standards relating to data security and identity theft prevention that are applicable to you.

We may, but are not required to, supplement any of the above Credentials with procedures determined by us from time to time and you agree to comply with any such procedures after we provide reasonable notice, or immediately, as required by applicable law or where we deem appropriate or advisable for security reasons. 

YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE CREDENTIALS DESCRIBED ABOVE IS COMMERCIALLY REASONABLE AND YOU CHOSE THE SERVICES WITH SUCH CREDENTIALS AS BEING APPROPRIATE AND REASONABLE FOR YOUR NEEDS.  IT IS UNDERSTOOD THAT SUCH CREDENTIALS ARE DESIGNED TO VERIFY THE AUTHENTICITY, NOT THE ACCURACY, OF DATA INPUT TO THE SERVICES. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US AND OUR SERVICE PROVIDERS HARMLESS FROM AND AGAINST ANY CLAIMS RELATING TO THE DATA INPUT BY YOU TO THE SERVICES AND ALL RELATED CLAIMS. 

8. LICENSES

8.1       License Granted to Us. You hereby grant us and our third party suppliers (including, but not limited to, any third party providers of software that is used, or required to be used, with the Site, App, Services or Software) an irrevocable, world-wide, non-exclusive license while using the App to use, reproduce, store, modify, encode, resize, reformat, host, process and otherwise modify, translate, maintain or prepare derivatives, and perform, display, disseminate, publish, display, distribute to you and your Users, and to otherwise deal with such Company Data as may be reasonably necessary or desirable for us to provide the Services to you.  You represent and warrant that you have the right to grant the license above and that you have obtained all necessary consents to release any Company Data provided to us, including, but not limited to, information of any third party software provider you use in conjunction with the Site, App, Services or Software. 

You consent to our use of your name, logo and other trademarks in connection with the Site, marketing materials and customer lists. You grant us a limited license to use your trademarks or service marks for this purpose. You agree that you will not release or publish news releases, announcements or other publicity relating to the Agreement or to the transactions contemplated herein without our prior review and written approval, except that you may make disclosures required by legal, accounting or regulatory requirements.

8.2       Use of Data. Center reserves the right to access, obtain, use, sublicense or resell any data, excluding Personal Data (as defined in Center’s Privacy Policy) and your Confidential Information, that is obtained by or through your use of the Site, App, Services or Software. You understand and agree that our use of Personal Data is governed by Center’s Privacy Policy which allows Center, among other things, to use data Center obtains from you to improve its Site, App, Services and Software. We may use aggregated or anonymized information for any lawful purpose, including, but not limited to analyzing trends, administering the Site, App, Services or Software, tracking users’ movements on the Site, App, Services or Software, and for management and improvement of the Site, App, Services or Software.

8.3       License Granted to You. Subject to the terms and conditions of these Terms of Use, we hereby grant to you to a limited, non-exclusive, non-transferable, non-sublicensable, right and license while using the App to access and use (including without limitation via remote access) the CenterCard Spend Management Site, App, Services, Software, System, and Documentation, solely in connection with to access information about your Card Transactions, to submit expenses, manage your expense transactions and to use other functionality we make available to you from time to time (“License”). The License will commence on the Effective Date of these Terms of Use and will continue until terminated in accordance with Section 4 (Term and Termination). We may provide User Data and User Information to Third Party Providers whose Services you request access to through our App to assist such Third Party Providers in their provision of services to you.

8.4       Proprietary Rights. We or our licensors or successors in interest will retain all right, title and interest (including copyright and other intellectual property rights) relating to the Services, Software, Documentation, System, Resultant Data, Program and Center Information and all legally protectable elements or derivative works thereof. In furtherance of the foregoing, you hereby unconditionally and irrevocably grant to us an assignment of all right, title and interest in and to the Resultant Data, including all intellectual property rights relating thereto. You will retain all right, title and interest (including copyright and other intellectual property rights) in the User Data and the User Information and all legally protectable elements or derivative works thereof.

9. CONFIDENTIAL INFORMATION; PRIVACY

9.1       Confidential Information. You acknowledge that the Center Information contains trade secrets, confidential information and other valuable proprietary information owned by Center or its licensors, and that Center is granting you access to the Center Information only for purposes of your receipt of the Services in accordance with these Terms of Use.

9.2       Confidentiality. You will not disclose our Confidential Information to any third party or use our Confidential Information for your own or any third party’s benefit, other than its own use as necessary to access and use the Services. Notwithstanding the foregoing, Center will have the right to disclose that Company is a customer of Center. If you are compelled by law to disclose our Confidential Information, you will provide us with prior notice as set forth in Section 14.10 below of such compelled disclosure and reasonable assistance (at your cost) if we wish to contest the disclosure. Nothing herein shall restrict us from collecting, using and analyzing general information and data from Users in accordance with our Privacy Policy.

9.3       Remedies. If you disclose or use (or threaten to disclose or use) any Confidential Information of Center in breach of these Terms of Use, we shall have the right, in addition to any other remedies available to us, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.   

9.4       Privacy. Certain information about you will be required to use the Services and such information collected in connection therewith will be processed and treated in accordance with our Privacy Policy.  

The provision of the Services may also entail the processing of certain information about you, including, but not limited to, information that may constitute personally identifiable information.  You represent and warrant that you have the necessary rights and consents to share such information with us. We will process and treat any such information collected in connection with the Software in accordance with our Privacy Policy. 

Our privacy policy, which is available at: https://getcenter.com/privacypolicy/, as updated from time to time (“Privacy Policy”), governs our collection, use, processing and sharing of any information in connection with the Software. 

10. COMPLIANCE WITH LAWS

You agree to, and will cause your Users to, use the Services only for lawful purposes and in full compliance with applicable law and all other relevant laws, rules, regulations and codes of practice, as may now or hereafter be in effect, including, without limitation, those arising from the applicable laws or regulations pertaining to (i) filings, registrations, approvals, consents, licenses, authorizations and reporting requirements; (ii) anti-money laundering (e.g., customer identification and “know your customer”, currency transaction reporting and recordkeeping, suspicious transaction and activity detection, monitoring and reporting); (iii) OFAC sanctions programs and (iv) the use, disclosure or export of technical or personal data and dealings with Users providing such data.

If we, in our sole discretion, reasonably believe that any party to a transaction may be (A) designated on the OFAC Specially Designated Nationals and Blocked Persons List or on any list of targeted persons issued under Sanctions, (B) part of a government of a country or territory targeted by a general export, import, financial or investment embargo under Sanctions (which countries and territories, as of the date of these Terms and Conditions, include the Crimea region, the separatist-controlled portions of the Donetsk and Luhansk regions of Ukraine, Cuba, Iran, North Korea and Syria) (collectively, “Sanctioned Territories”), (C) owned or controlled by, or acting on behalf of, any of the foregoing, (D) a citizen or resident of, incorporated in or operating from a Sanctioned Territory, (E) otherwise targeted under any Sanctions or (F) designated on any other list of targeted persons deemed by us to be related to anti-money laundering, anti-bribery or corruption, fraud or other areas of risk as it relates to our business operations, issued by any governmental agency of the U.S. Government or any other authority that we deem relevant, we may be required by law to terminate these Terms and Conditions, block access to the Services or block or reject related property, funds or transactions.  We shall not be responsible for applying to OFAC or any other relevant authority for a license or authorization to release any blocked property or funds, complete any prohibited transaction or restore access to the Services.

Certain Services or Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release those Services or Software to or make them accessible from any jurisdiction or country to which export, re-export, or release is prohibited by law, rule or regulation.

USA PATRIOT ACT DISCLOSURE

To help the United States government fight terrorism and money laundering, federal law requires us to obtain, verify, and record information about you and your Users. When you open an Account, we will ask you for certain information, including, but not limited to, your business’ name, street address, ‘doing business as’ (dba) names, if applicable, and taxpayer identification number (TIN). We may also ask you for certain information relating to each of your Users, including, but not limited to, name, address, date of birth, valid Social Security number (SSN) and other information and documentation such as a copy of a driver’s license or other government-issued identifying documents that will allow us to verify his/her identity. To open an Account with us, you must have a taxpayer identification number (TIN) and have a physical business street address in the United States, Puerto Rico, U.S. Virgin Islands, Guam, American Samoa or Northern Mariana Islands.

11. INDEMNIFICATION

You agree to indemnify and hold us, our directors, officers, employees and agents (and the same of our subsidiaries and affiliates and our subsidiaries and affiliates themselves) (collectively, the “Center Indemnified Parties”) harmless from and against losses and damages incurred or arising in connection with your or your Users’ (i) use of the Services, Site, App or Software, (ii) failure to perform, or negligent or wrongful performance of, any of your or any User’s obligations or duties under these Terms and Conditions, (iv) your or any User’s breach of a representation or warranty in these Terms and Conditions (v) your or any User’s breach of confidentiality; or (vi) any claim alleging that the Company Data or the Company Information infringes or otherwise violates any patent, trade secret, copyright, trademark, privacy, publicity or other intellectual property or proprietary right of any third party;  except for losses and damages arising out of a Center Indemnified Party’s own gross negligence or willful misconduct. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. No settlement that affects our rights or obligations may be made without our prior written approval. You further agree to indemnify and hold the Center Indemnified Parties harmless from losses and damages incurred or arising out of actions taken or omitted in good faith by us in reliance upon instructions from you or any User. We are not responsible for any actions or omissions by any third party. If you or any User gives us instructions that we believe may expose us to potential liability, we will not be liable to you if we refuse to follow those instructions. This “Indemnification” provision will survive termination of your use of these Terms and Conditions, the Services, Site, App or Software.

12. LIMITED LIABILITY

12.1     Consequential Damages. NOTWITHSTANDING ANYTHING CONTAINED IN THESE TERMS AND CONDITIONS TO THE CONTRARY AND EXCEPT AS OTHERWISE EXPRESSLY PROHIBITED BY APPLICABLE LAW, NONE OF CENTER, ITS PARENT, ITS DIRECT OR INDIRECT SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE AGENTS, EMPLOYEES, REPRESENTATIVES, THIRD-PARTY SUPPLIERS AND LICENSORS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, SPECULATIVE, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, LOST REVENUES, LOSS OF PROFITS, LOSS OF BUSINESS, COST OF REPLACEMENT GOODS OR SERVICES, LOSS OF TECHNOLOGY, DATA, CUSTOMER DATA, CUSTOMER INFORMATION, RIGHTS OR SERVICES OR INTERRUPTION OR LOSS OF USE OF SOFTWARE, SERVICES, INFORMATION OR EQUIPMENT, ARISING FROM THESE TERMS AND CONDITIONS OR RELATING TO THE OBLIGATIONS HEREUNDER UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. YOU AND CENTER AGREE THAT LOST PROFITS DO NOT CONSTITUTE DIRECT DAMAGES.

12.2      Limitation of Liability. Unless we have acted in bad faith or with gross negligence or willful misconduct, we will not be liable to you for performing (or failing to perform) the Services under or in connection with these Terms and Conditions. Without limiting the foregoing, we will not be liable for delays or mistakes that happen for reasons beyond our control, including without limitation, acts of civil, military or banking authorities, national emergencies, epidemic, pandemic, insurrection, war, riots, acts of terrorism, failure of transportation, communication or water supply, or malfunction of or unavoidable difficulties with any equipment.  If an arbitrator or a court finds that we are liable to you for what we did (or did not do, as the case may be) under or in connection with these Terms and Conditions, you may recover from us only your actual damages in an amount not to exceed $2,500 (USD). You agree that the dollar limitation described in the preceding sentence is reasonable to the fullest extent permitted by applicable law and shall apply regardless of the number or nature of event(s) giving rise to our liability. This “Limited Liability” provision will survive termination of these Terms and Conditions or your use of the Services.

12.3     Force Majeure. CENTER, ITS PARENT, ITS DIRECT OR INDIRECT SUBSIDIARIES AND AFFILIATES, THIRD PARTY PROVIDERS, SERVICE PROVIDERS AND LICENSORS WILL NOT BE LIABLE FOR AND WILL NOT BE RESPONSIBLE TO YOU OR COMPANY FOR ANY DELAY, MISTAKE OR FAILURE TO PERFORM UNDER THE AGREEMENT IF SUCH DELAY, MISTAKE OR FAILURE RESULTS FROM FIRE, EXPLOSION, LABOR DISPUTE, EARTHQUAKE, CASUALTY OR ACCIDENT, LACK OR FAILURE OF TRANSPORTATION FACILITIES AND/OR SERVICES, LACK OR FAILURE OF ELECTRICAL UTILITIES AND/OR TELECOMMUNICATIONS FACILITIES AND/OR SERVICES INCLUDING INTERNET SERVICES, EPIDEMIC, FLOOD, DROUGHT, OR BY REASON OF WAR, REVOLUTION, RIOT, CIVIL COMMOTION, BLOCKADE OR EMBARGO, ACTS OF GOD, ACTS OF TERRORISM, ANY INABILITY TO OBTAIN ANY REQUISITE LICENSE, PERMIT OR AUTHORIZATION, OR BY REASON OF ANY LAW, PROCLAMATION, REGULATION, ORDINANCE, DEMAND OR REQUIREMENT OF ANY GOVERNMENT OR ANY OTHER CAUSE BEYOND THE REASONABLE CONTROL OF CENTER.

12.4      Acknowledgement. COMPANY ACKNOWLEDGES THAT CENTER HAS SET ITS PRICES AND ENTERED INTO THE AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THE AGREEMENT AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS AND CONDITIONS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

13. DISPUTE RESOLUTION

13.1      Claims. You agree that any and all disputes, claims or controversies arising out of or related to these Terms and Conditions, including any claims under any statute or regulation (“Claims”) will be resolved pursuant to this “Dispute Resolution” provision.  For purposes of this “Dispute Resolution” provision, “you”, “we” and “us” includes any corporate parents, subsidiaries, affiliates or related persons or entities.  You may not sell, assign or transfer a Claim.

13.2      Sending a Claim Notice. Before beginning a lawsuit, mediation or arbitration, you and we agree to send a written notice (“Claim Notice”) to each party against whom a Claim is asserted in order to provide an opportunity to resolve the Claim informally or through mediation. Go to americanexpress.com/claim for a sample Claim Notice. The Claim Notice must describe the Claim and state the specific relief demanded.  Notice to you may be sent to the address we have on file for you or as otherwise provided by you.  Notice to us must include your name and address and be sent to American Express ADR c/o CT Corporation System, 28 Liberty Street, New York, NY 10005.  If the Claim proceeds to arbitration, the amount of any relief demanded in a Claim Notice will not be disclosed to the arbitrator until after the arbitrator rules.

13.3      Mediation. In mediation, a neutral mediator helps parties resolve a Claim.  The mediator does not decide the Claim but helps parties reach agreement.  Before beginning mediation, you or we must first send a Claim Notice.  Within thirty (30) days after sending or receiving a Claim Notice, you or we may submit the Claim to JAMS (1-800-352-5267, jamsadr.com) or the American Arbitration Association (AAA) (1-800-778-7879, adr.org) for mediation. We will pay the fees of the mediator.  You and we agree to cooperate in selecting a mediator from a panel of neutrals and in scheduling the mediation proceedings. All mediation-related communications are confidential, inadmissible in court and not subject to discovery. 

All applicable statutes of limitation will be tolled from the date you or we sent the Claim Notice until termination of the mediation.  Either you or we may terminate the mediation at any time.  The submission or failure to submit a Claim to mediation will not affect your or our right to elect arbitration.

13.4      Arbitration. You or we may elect to resolve any Claim by individual arbitration. Claims are decided by a single neutral arbitrator.

IF ARBITRATION IS CHOSEN BY ANY PARTY, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM.  FURTHER, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. ARBITRATION PROCEDURES ARE GENERALLY SIMPLER THAN THE RULES THAT APPLY IN COURT, AND DISCOVERY IS MORE LIMITED.  THE ARBITRATOR’S authority is limited to claims between you and us alone.  claims may not be joined or consolidated unless you and we agree in writing. an arbitration award and any judgMent confirming it will apply only to the specific case and cannot be used in any other case except to enforce the award.  the arbitrator’s DECISIONS ARE AS ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.  EXCEPT AS SET FORTH BELOW, THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING.  OTHER RIGHTS THAT YOU OR WE WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

13.5      Initiating Arbitration. Before beginning arbitration, you or we must first send a Claim Notice.  Claims will be referred to either JAMS or AAA, as selected by the party electing arbitration.  Claims will be resolved pursuant to this “Arbitration” provision and the selected organization’s rules in effect when the Claim is filed, except where those rules conflict with these Terms and Conditions.  If we choose the organization, you may select the other within thirty (30) days after receiving notice of our selection.  Contact JAMS or AAA to begin an arbitration or for other information.  Claims also may be referred to another arbitration organization if you and we agree in writing or to an arbitrator appointed pursuant to section 5 of the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (the “FAA”).  We will not elect arbitration for any Claim you file in small claims court, so long as the Claim is individual and pending only in that court.  You or we may otherwise elect to arbitrate any Claim at any time unless it has been filed in court and trial has begun or final judgment has been entered. Either you or we may delay enforcing or not exercise rights under this “Arbitration” provision, including the right to arbitrate a Claim, without waiving the right to exercise or enforce those rights.

13.6      Limitations on Arbitration. If either party elects to resolve a Claim by arbitration, that Claim will be arbitrated on an individual basis.  There will be no right or authority for any Claims to be arbitrated on a class action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, other account holders or other persons similarly situated. 

Notwithstanding any other provision in these Terms and Conditions and without waiving the right to appeal such decision, if any portion of this “Limitations on Arbitration” provision is deemed invalid or unenforceable, then the entire “Arbitration” provision (other than this sentence) will not apply.

13.7      Arbitration Procedures. This “Arbitration” provision is governed by the FAA.  The arbitrator will apply applicable substantive law, statutes of limitations and privileges. The arbitrator will not apply any federal or state rules of civil procedure or evidence in matters relating to evidence or discovery. Subject to the “Limitations on Arbitration” provision, the arbitrator may otherwise award any relief available in court. You and we agree that the arbitration will be confidential. You and we agree that we will not disclose the content of the arbitration proceeding or its outcome to anyone, but you or we may notify any government authority of the Claim as permitted or required by law.

If your Claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents, through a telephonic hearing, or by an in-person hearing.  At any party’s request, the arbitrator will provide a brief written explanation of the award.  The arbitrator’s award will be final and binding, subject to each party’s right of appeal as stated in this “Arbitration” provision or to challenge or appeal an arbitration award pursuant to the FAA.  To initiate an appeal, a party must notify the arbitration organization and all parties in writing within thirty-five (35) days after the arbitrator’s award is issued.  The parties will select a three-arbitrator panel administered by the selected arbitration organization to decide anew, by majority vote based on written submissions, any aspect of the decision objected to.  The appeal will otherwise proceed pursuant to the arbitration organization’s appellate rules.  Judgment upon any award may be entered into in any court having jurisdiction. The arbitration hearing will take place in New York, New York, but you may select to move the arbitration hearing to the federal judicial district of your residence.

13.8      Equitable Relief. Either party shall have the right to seek equitable relief (i) in arbitration prior to the arbitration proceedings to enforce the status quo, and (ii) in a court to enforce the confidentiality provisions set forth in these Terms and Conditions. 

13.9      Arbitration Fees and Costs. You will be responsible for paying your share, if any, of the arbitration fees (including filing, administrative, hearing or other fees) provided by the rules of the arbitration organization selected in accordance with this “Arbitration” provision.

13.10    Continuation. This “Dispute Resolution” provision will survive termination of your Expense Management Account, any legal proceeding to collect a debt, any bankruptcy and any sale of you or your assets (in the case of a sale, its Terms and Conditions will apply to the buyer). If any portion of this “Dispute Resolution” provision, except as otherwise provided in the “Limitations on Arbitration” provision above, is deemed invalid or unenforceable, it will not invalidate the remaining portions of this “Dispute Resolution” provision.

14. MISCELLANEOUS.

14.1      Feedback. You may be asked to submit an evaluation of the Site, App, Software or Service (“Feedback”) to your Center representative from time to time. We will own all rights and interest to Feedback. You may be asked to participate in case studies and provide testimonials where appropriate. We reserve the right to include this information in future Software marketing and promotion.

14.2      Amendments. At any time, acting in our sole discretion, we may amend any of these Terms of Use, including conditions or features that apply to the Services, Site, App and Software (collectively, “Amendments”). We will give you reasonable notice as described in the provision entitled “Electronic Account Communications”.  You agree to consult the App regularly and you acknowledge receipt of any notices that we make available through the App. You agree to all such Amendments as a condition to your continued use of the Services, and your continued use of the Site, App and Services after the Effective Date constitutes your acceptance of these of Use, as amended. You may only reject such changes by discontinuing use of Site, App and Services.

14.3      Recordings. We may, in our sole discretion, make, monitor and retain recordings of telephone or video conversations between you and us.

14.4      Time Limit on Actions. Any Claim or cause of action arising out of or related to these Terms of Use must be filed by you within one (1) year after such Claim or cause of action arose or forever be barred.

14.5      Assignment. You may not assign or delegate your rights or obligations under these Terms of Use without our prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. No delegation or other transfer will relieve you of any of your obligations or performance under these Terms of Use. Any purported assignment, delegation or transfer in violation of this Section 9.1 is void. We may assign, pledge, or otherwise transfer these Terms of Use without providing you notice, subject to applicable law.

14.6      No Third-Party Beneficiaries. These Terms of Use do not and is not intended to confer any rights or benefits on any person that is not a party hereto (including, without limitation, any third party beneficiary remedies with respect to any provision contained herein) and none of the provisions of these Terms of Use shall be enforceable by any person other than the parties hereto, their successors and permitted assigns.

14.7      Governing Law. These Terms of Use, and any dispute or claim arising from or related to the Services, Site or App, will be governed by the laws of the State of New York, United States, without giving effect to choice of law or conflicts of law provisions or principles.

14.8      No Waiver; Severability. Except failure by a party to exercise any rights hereunder will not operate to be deemed a waiver of such party’s right or any other right in the future. If any provision of these Terms of Use are held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision will be deemed limited or omitted to the minimum extent necessary, and the balance of the Terms of Use will continue in full force and effect.

14.9      Independent Contractors. The parties are and will remain independent contractors and neither party by virtue of these Terms of Use will have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.

14.10    Notices. In addition to Section 5, we may send any notice under these Terms to you by First Class Mail to the address you provided to us on the Application as subsequently amended by you or to the email address you provided to us on your Application. You agree to promptly update your office address and email address promptly upon any change. You must send any notice to us under these Terms to:

Attn: Center Legal

Email Address: mail to: legalnotices@getcenter.com

With copies to:

American Express Travel Related Services Company, Inc.

American Express Tower

200 Vesey Street

World Financial Center, New York, NY 10285-3410

Attn: Corporate and B2B Solutions Product Management, Global Commercial Services

And:

American Express Travel Related Services Company, Inc.

American Express Tower

200 Vesey Street

World Financial Center, New York, NY 10285-3410

Attn: Managing Counsel, Global Commercial Services

All notices given under this Section 15.13 will be effective: (a) three (3) days after our placing the notice in the U.S. Mail, postage prepaid, addressed to you, or (b) for notices provided by email, upon sending.

14.11    Export Regulation. Certain Services or Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release those Services or Software to or make them accessible from any jurisdiction or country to which export, re-export, or release is prohibited by law, rule or regulation.

14.12    Entire Agreement. Notwithstanding anything to the contrary set forth herein or in any other agreement, the Agreement, including the Terms and Conditions (including all exhibits, schedules, tables, appendices and attachments hereto) these Terms of Use, the Card Account Agreement and our Privacy Policy, constitute the entire agreement with respect to the Services, and supersedes any previous oral or written agreements or understandings relating to the subject matter hereof, including, but not limited to, any agreement previously entered into by you with us or any of our Affiliates.  By electronically accepting these Terms of Use, you acknowledge that these Terms of Use shall be deemed to be countersigned and accepted by us. In the event that any of the provisions of these Terms of Use conflict with those of any other agreement, aside from the Cardholder Agreement, these Terms of Use will prevail as it relates to the subject matter contained in herein. In the event of a conflict between these Terms of Use and the Cardholder Agreement, these Terms of Use will prevail with respect to your use of the Services and your Cardholder Agreement will prevail with respect to your Card and Card Transactions.  For the avoidance of doubt, the terms and conditions set forth in these Terms of Use shall apply only to your use of the App as set forth herein and not to any other product or service offered by us or our Affiliates.

14.13    Headings. The headings, titles and subtitles used in these Terms of Use are used for convenience only and are not to be considered in construing or interpreting these Terms of Use.

14.14    Negotiated Terms and Conditions; Construction. In construing these Terms of Use, unless the context requires otherwise: (i) the singular includes the plural and vice versa; (ii) the term “or” is not exclusive; (iii) the term “including” means “including, but not limited to;” (iv) the term “day” means “calendar day”; and (v) any reference to any agreement (including these Terms of Use), instrument, contract, policy, procedure or other document refers to it as amended, supplemented, modified, suspended, replaced, restated or novated from time to time.

Card Agreement

Comdata MasterCard Corporate Card^® Agreement

This Comdata MasterCard Corporate Card^® Agreement is made and entered into by and between Comdata Inc. (“Comdata”) and the Customer named in the Application relating to the establishment of MasterCard account(s) with Comdata pursuant to the terms and conditions set forth herein.  This Agreement consists of (i) this Cover Page, (ii) the General Terms and Conditions attached hereto, and (iii) any Service Schedules attached hereto (collectively, the “Agreement”).   

By signing the Application or using Cards, Customer acknowledges receipt of this Agreement and agrees to abide by all terms and conditions hereof.

General Terms and Conditions

1. Nature of Account and Card Use.  Comdata will provide Customer with one or more accounts through the use of which Customer may access certain card networks (“Networks”), and the financial information and other services provided for in this Agreement and any Schedules attached hereto (collectively, the “Account”).  In connection with the Account, Comdata, in accordance with Customer’s request, will provide special Comdata^®MasterCard Corporate Cards^®, which may include fleet, purchasing, T&E, multi cards and virtual cards (collectively, “Cards”), and which are issued by Regions Bank, headquartered in Birmingham, Alabama, or another financial institution (“Issuing Bank”).  Comdata is an agent or representative of Issuing Bank or its affiliates.  All Cards issued to Customer shall remain the property of the Issuing Bank and must be returned or destroyed (with certification of destruction) upon request.  Comdata or the Issuing Bank may cancel, revoke, repossess or restrict the use of Cards at any time.   

2. Customer Representations and Warranties.  Customer represents and warrants the following:

• • Customer is either a governmental, non-profit or commercial enterprise, and the Account and Cards will not be used for personal, household or consumer purposes;
  • the Account and Cards will be used for legitimate business charges only and Customer will have neither consumer law rights nor remedies available to consumers associated with any purchases, charges or other activity associated with the Cards;
  • the Account and cards will only be used to make payments on behalf of Customer and will not be used to make payments on behalf of any third party;
  • the Account and Cards will only be used for valid and lawful purposes and will not be used for gambling, online gaming, illicit drug transactions, or any unlawful purposes including without limitation (i) other illegal purchases of goods or services, regardless of whether such transaction violates the laws applicable in the territory where the transaction was initiated or merchant is located, or (ii) purchases that are prohibited by local law; and
  • the Account and Cards will not be used in any way that would cause Comdata or Issuing Bank to violate applicable Law.

If Customer uses, or allows someone else to use, the Account or Cards in violation of the above representations and warranties, Customer shall be responsible for such use and may be required to reimburse Comdata, the Issuing Bank, and MasterCard International Incorporated (“MasterCard”) for all amounts or expenses either Comdata, the Issuing Bank or MasterCard pays as a result of such use.

3. Integration Partner; Authorization.  Customer has entered into a separate agreement with Center ID Corp. (“Integration Partner”) pursuant to which Integration Partner provides Account management services to Customer.  In connection with such agreement with Integration Partner and this Agreement, Customer authorizes Comdata to provide Integration Partner with (i) access to Customer’s Account, including certain administrative functions, and (ii) Customer’s transaction data.  Customer acknowledges and agrees that Comdata shall have no liability for any actions of Integration Partner with respect to the Account(s) and Customer agrees to indemnify and hold harmless Comdata from any damages, liabilities, costs or expenses (including reasonable attorneys’ fees and litigation costs) arising out of or in connection with any action by Integration Partner with respect to the Account(s).

4. Credit Limit; Credit Information.  If applicable, Comdata will establish a credit limit for the Account.  The credit limit is subject to periodic review and adjustment by Comdata in its sole discretion.  Customer shall provide Comdata with such financial information as Comdata may reasonably require, including, without limitation, annual financial statements within a reasonable time after Customer’s fiscal year-end and interim financial statements as requested by Comdata.  Customer authorizes Comdata to make any credit investigation Comdata deems necessary and appropriate and to request reports from credit bureaus in connection with this Agreement or any update, renewal or extension of credit. 

Comdata may furnish information with respect to Customer’s Account to credit bureaus or others who may properly receive such information.  Customer shall repay Comdata for all credit extended by Comdata and shall not allow its unpaid balance, including unbilled transactions, fees and other charges on the Account, to exceed its credit limit at any time.  If Customer exceeds its credit limit, then Comdata may require immediate payment, suspend further Service, and assess additional fees.

5. Security.  From time to time Comdata may request Customer to provide security for the performance when due of Customer’s obligations hereunder.  Customer understands and agrees that it is under no obligation to provide Comdata with such security, but the refusal to provide security when requested may result in adverse credit determinations by Comdata. Any security provided shall be in the amount and form as required by Comdata in its reasonable discretion.  The Account will not be available to Customer until such security is accepted by Comdata in its sole discretion.   

6. Payment Terms.  (a)  Non-Revolving.  Customer shall be responsible for credit extended on the Account.  This is not a revolving credit account and the total amount shown on each Account statement (the “Total Amount Due”) is due and payable by the date shown on the Account statement.  This amount includes transactions posted since the last statement date, applicable account and service fees, amounts past due, late payment charges, charges for returned checks and other applicable charges.  For international transactions, the transaction amount includes a MasterCard cross-border fee (currently 90 basis points) and a MasterCard currency conversion assessment fee (currently 20 basis points), which are subject to change in MasterCard’s sole discretion.

(a) Late Fee and Default Interest.  If Customer does not make full payment of the Total Amount Due on the due date, then Customer shall pay a late payment fee equal to the greater of: (i) $150 or (ii) 9.99% of the past due portion of the Total Amount Due (excluding any previous late fees and any default interest charges).  In no event will such late charge exceed the lesser of $5,000 or the maximum amount permitted by applicable law.  In addition, in the event the Total Amount Due is not paid by the due date, then Comdata may assess a default interest charge at a rate equal to the weekly average prime loan rate as published by the Federal Reserve plus 4% per annum.  The default interest is assessed on the Total Amount Due (excluding any late fees and any previous default interest charges) for the period of time such amount remains unpaid beyond the due date.  In no event will the default interest rate exceed the greater of 8% per annum or the maximum rate permitted by applicable law. 

Notwithstanding anything to the contrary contained herein, no late fee or default interest charge will be applicable if the unpaid amount on the Account is less than $75.

(c) Returned Payment. Comdata reserves the right to charge a returned payment fee of twenty dollars ($20) or the maximum amount permitted under applicable law, whichever is less.   

7. Statements; Reporting.  Billing statements and reports are available on-line.  Customer understands and agrees that Comdata’s ability to provide complete reporting information to Customer (or Integration Partner) is dependent on merchant providing complete purchase detail to Comdata.

8. Term; Termination.  This Agreement is for an initial term of one (1) year, commencing on the date this Agreement is executed by Comdata.  After the initial term, this Agreement shall continue until one party provides the other party with thirty (30) days written notice of termination. 

Comdata may immediately terminate this Agreement and the Account in the event the Network prohibits the Account, the Issuing Bank ceases to be a network member or the Issuing Bank ceases to be the Card issuer, provided that Comdata shall endeavor to provide Customer with advance notice of any such event.  In the event of Customer’s breach or default under the credit limit and payment terms of this Agreement, Comdata shall have the right to immediately suspend the Account until such breach is cured.  In the event such breach or default is not cured within a reasonable period of time, Comdata may thereafter terminate the Agreement.  In the event of any other default under this Agreement by either party, the nondefaulting 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 this Agreement with written notice.  In addition to any other rights of termination, either party may terminate this Agreement upon prior written notice with respect to any individual state or jurisdiction if the terminating party can demonstrate, with documentary support, that changes in applicable laws or regulations or the interpretation thereof will make the performance of such party’s obligations hereunder not commercially feasible. 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 shall survive termination. 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 shall survive termination.

9. Disputed Items.  Comdata must be notified by Customer or Customer’s representative in writing of any disputed item on Customer’s billing statement within sixty (60) days from the date of the billing statement, or it will be deemed undisputed and accepted by Customer.  Unless required by law, Comdata is not responsible for any problem Customer may have with any goods or services charged on the Account.  If Customer has a dispute with a merchant, Customer must pay Comdata and attempt to resolve the dispute with the merchant prior to sending the dispute to Comdata.  If Customer is unsuccessful in resolving the dispute directly with the merchant, Comdata will attempt to process the dispute through MasterCard subject to the MasterCard rules, as they may be changed from time to time in MasterCard’s sole discretion.  Comdata is not responsible if any merchant refuses to honor Cards.

10. Account Access.  (a)  Access.  Customer’s representatives shall access the Account only as required to administer Customer’s Card program and for no other purpose.

(b) Unauthorized Access to Account.  Customer or Customer’s representative agrees to notify Comdata immediately of any unauthorized use of, or access to, the Account or any passwords or other security codes or procedures used to access the Account or Comdata’s system.  Customer acknowledges and agrees that it is liable for unauthorized or fraudulent use of the Account until it or its representative has notified Comdata of such unauthorized access or use.

(c) Lost or Stolen Cards.  Customer will not be liable for unauthorized charges on a Card that occur after Customer or its representative notifies Comdata of the loss or theft of such Card.

11. Limitation of Liability. Comdata shall not be liable for any failure to perform due to acts of God, acts of government or MasterCard or regulatory bodies which significantly inhibit or prohibit the Service, wars, acts of terrorism, fires, floods, explosions, natural catastrophes, civil disturbances, strikes, riots, unusually severe weather (such as tornadoes), or failures or fluctuations in electrical power, heat, light, air conditioning, computer or telecommunications services or equipment or any other cause not within the reasonable control of Comdata. 

COMDATA’S SOLE RESPONSIBILITY, AND CUSTOMER’S SOLE REMEDY, FOR DAMAGES FOR ERROR, DELAY, OR ANY ACTION OR FAILURE TO ACT SHALL BE LIMITED TO DIRECT MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL ISSUER REVENUE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE LOSS.  EXCEPT AS

OTHERWISE SET FORTH HEREIN, IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PARTY WAS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.  COMDATA MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  FOR THE

PURPOSES OF THIS PROVISION, “ISSUER REVENUE” SHALL MEAN THE PORTION OF MASTERCARD INTERCHANGE RECEIVED AND RETAINED BY COMDATA FROM CUSTOMER’S SPEND USING THE ACCOUNT EXCLUDING ANY INCENTIVE OR REBATE AMOUNTS PAID TO CUSTOMER, CHARGE BACKS, AND/OR CREDIT LOSSES.

12. Confidentiality; Proprietary Rights.  Comdata and Customer agree and covenant to each other that they shall not, during the performance of this Agreement or at any time after the termination or expiration hereof, use or disclose to any third party, other than during the proper performance of their duties hereunder, the confidential and proprietary information of the other party hereto (“Confidential Information”), including but not limited to the rates, terms and conditions of this Agreement; technical information; transaction information; or any of the procedures, practices or confidential dealings of the other party hereto.  The foregoing shall not apply to a disclosure required by law provided each party takes reasonable steps, when permissible, to notify the other party prior to such disclosure.  Customer acknowledges and agrees that the application software developed, utilized and maintained by Comdata, the internal hardware utilized by Comdata, the internal operating procedures employed by Comdata, technical information, such as file record layouts, and transaction information, including without limitation Comdata card numbers and data gathered at the point-of-sale by Comdata, are Confidential Information and the exclusive and proprietary property of Comdata.  The BINs (Bank Identification Numbers) assigned to the Cards are the property of the Issuing Bank.   

13. Liability of Acts of Customers, Employees and Agents.  Customer agrees to hold Comdata harmless from any and all liability resulting from the acts of any employees or agents of Customer, which acts shall include but are not limited to negligent acts and willful misconduct of such persons, or from the breach by Customer of its obligations under this Agreement.  For purposes hereof, any person who is given authorization by Customer to use Cards, Express Checks, codes, passwords or other security codes or procedures shall be deemed an employee or agent of Customer. 

14. Right of Setoff and Recoupment.  Comdata shall have the right to setoff and apply any amounts owing by Comdata to Customer against any amounts owing from Customer to Comdata pursuant to any Agreement between Comdata and Customer or any amounts in the possession of or under the control of Comdata.

15. Monitoring and/or Recording Communication.  Customer understands and agrees that Comdata may in its discretion, but is not obligated to, monitor and/or record any telephone calls by Customer or its employees and/or agents without any further notice for quality control purposes and for its own protection. Comdata may also monitor, record, and/or make a record of any other communications between Customer or its employees and/or agents and Comdata without any further notice, and Comdata may use the resulting information for internal purposes or as may be required by applicable law.  Customer hereby consents to Comdata’s monitoring and/or recording of any telephone calls and communications with Customer or its employees and/or agents.   Customer acknowledges and understands Comdata may not record all telephone calls or communications, and Comdata does not guarantee that recordings of any particular telephone calls or communications will be retained or be capable of being retrieved.

16. Taxes.  Customer is solely responsible for any and all tax related obligations in connection with using the Account or Cards or related services, including, without limitation, proper withholding and reporting, and Customer agrees to indemnify and hold Comdata and its affiliates harmless from any and all liabilities, including interest and penalties, which are or may be imposed on Comdata or any of its affiliates pursuant to any such federal, state and local tax laws and regulations.   

17. Press Releases, Publicity, Etc.  Customer shall not issue any press release or disseminate similar publicity or other information regarding this Agreement or the Service for Customer or utilizing the trademarks, service marks, trade names or logos of Customer, Comdata, Issuing Bank or the Networks, including, without limitation, web site information instructional or marketing materials or brochures, without the express prior written approval of Comdata, Issuing Bank or the Networks, as appropriate.

18. Independent Contractors.  None of the provisions of this Agreement is intended to create nor shall be deemed or construed to create any relationship between the parties hereto other than that of independent entities contracting with each other hereunder solely for the purpose of effecting the provisions of this Agreement.  Neither of the parties hereto, nor any of their respective employees, shall be construed to be the employer of the other.  Customer and Comdata agree that Comdata is only providing services under this Agreement as an independent contractor. 

19. Notices.  All written notices required to be given by this Agreement shall be deemed to be duly given if delivered personally or sent by U.S. certified mail, facsimile or overnight courier to Comdata, 5301 Maryland Way, Brentwood, TN 37027, attn:  President, or to Customer at the address listed on the Cover Page of this Agreement.

20. Custom Services.  To the extent Customer requires custom services, including, without limitation, custom reporting, data loads, dashboards, report distribution, training and other custom development work, Comdata may provide such custom services pursuant to a statement of work agreed to and executed by the parties.  Such statement of work will include a description of the scope of services to be performed by Comdata and an estimated cost for such custom services based on Comdata’s applicable standard hourly rates in effect at the time of service.

21. Government Regulation. IMPORTANT INFORMATION ABOUT PROCEDURES FOR BEING A COMDATA CUSTOMER- To help the government fight the funding of terrorism and money laundering activities, federal law requires Comdata to obtain, verify, and record information that identifies Customer (and any guarantor or co-maker) as part of initial and on-going customer review processes. Therefore, Comdata may, at Comdata’s option, require Customer to provide various identifying information that will allow Comdata 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 (a) Customer and any person whom Customer provides a Card 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 Comdata from making any advance or extension of credit to Customer or from otherwise conducting business with Customer, and (b) Customer shall provide to Comdata, MasterCard and Issuing Bank, when requested, documentary and other evidence of Customer’s identity or the identity of any person to whom Customer provides a Card, so that Comdata  may comply with any applicable law or regulation or Comdata’s AML Policy.

22. Miscellaneous.  (a) This Agreement shall be exclusively governed by the laws of the State of Tennessee without regard to the choice of law rules of such state.  Any action brought by Customer to enforce or interpret this Agreement shall be brought exclusively in the appropriate judicial forum located in Nashville, Davidson County, Tennessee, and Customer does hereby consent to such jurisdiction and waives any objections thereto.  (b) Upon Comdata’s reasonable request, Customer agrees to promptly complete and deliver such further documents as necessary or appropriate in connection with this Agreement.  (c) Failure to insist upon strict compliance with any of the terms or conditions of this Agreement shall not be deemed a waiver of such term or condition, nor shall waiver or relinquishment of any right or power hereunder at any time be deemed a subsequent waiver or relinquishment of such right or power.  (d) In addition to its rights under Sections 3 and 4, Comdata may change the terms of this Agreement at any time, including, without limitation, in the event of any future changes to applicable law or the interpretation thereof or changes in the Network rules, and will notify Customer of any such changes at least thirty (30) days prior to the effective date of the change, unless a shorter notice period is required by applicable law or Network rules.  If Customer does not agree to any such change, it may provide written notice to Comdata of its objection to such change within ten (10) days of receipt of notice from Comdata of the change, and upon receipt of such objection, Comdata may withdraw the change by written notice to Customer.  If Comdata does not withdraw the change, it will become effective on the date provided in the original notice of change to Customer, provided that Customer may terminate the Agreement with written notice to Comdata within fifteen (15) days of the effective date of such change.  Unless Customer provides notice of its objection as set forth above and exercises its right to terminate in the event Comdata does not withdraw such change, retention or use of the Account after the effective date of any such change will constitute acceptance of the new terms.  (e) This Agreement, including the Cover Page, these General Terms and Conditions, and any other exhibits, schedules or addenda attached hereto and made a part hereof, constitutes the entire agreement of the parties with respect to its subject matter; supersedes all prior agreements and understandings, oral or written, of the parties with respect to this subject matter; and except as expressly set forth herein, may only be modified by a writing signed by Comdata and Customer.  (f) Customer shall be bound by and comply with all applicable laws and regulations (“applicable law”) and all payment network rules, guidelines, requirements, and prohibitions (“network rules”) regarding Customer’s use of the Account and Card(s).  Customer shall permit Comdata to reasonably investigate or audit Customer’s compliance with applicable law and network rules regarding Customer’s use of the Account and Card(s).  (g) Any provision of this Agreement that by its nature is intended to survive termination of this Agreement shall so survive and shall remain enforceable after such termination.  (h) The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.  (i) In case one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein and any other application thereof shall not in any way be affected or impaired hereby.  (j) No provision of this Agreement shall be construed in favor of, or against, any particular party by reason of any presumption with respect to the drafting of this Agreement; both parties, having fully participated in the negotiation of this Agreement, hereby agree that this Agreement shall not be subject to the principle that a contract would be construed against the party which drafted the same.  (k) Customer may not transfer or assign this Agreement without the prior written consent of Comdata.  (l) Customer acknowledges and agrees that electronic records and signatures shall have the full legal effect of a writing.  (m) In the event that the Account is turned over to a collection agency or an attorney for collection of unpaid amounts or otherwise to enforce this Agreement, Customer agrees to pay all costs, fees and expenses of such agency or attorney, including, without limitation, court costs and out-of-pocket expenses.

CenterCard^® Spend Management API Terms of Use

Revision Date: April 30, 2025

IMPORTANT – PLEASE READ CAREFULLY

This CenterCard^® Spend Management API Terms of Use (“Terms”) sets forth the terms and conditions under which Center ID Corp. (“Center”) makes available to the entity entering into these Terms with Center (“Company”, “you” or “your”) the use of this site (“Site”) to obtain certain Application Program Interfaces (“APIs”), Software Development Kits (“SDKs”), application data and other software and materials (collectively, “Software”), and your use of the Software to develop a program to enable yours or a third party’s software program to access the CenterCard^® Spend Management Services (“Purpose”). These Terms cover only your use of the Site and the Software for the Purpose. Use of the CenterCard^® Spend Management Services (“Services”) by you or any customer of yours requires a signed credit application and acceptance of the CenterCard^® Spend Management Service Terms and Conditions (the “Customer Agreement”). These Terms do not cover your or your customer’s use of the Services. A signed credit application and acceptance of the CenterCard^® Spend Management Service Terms and Conditions is required for the use of the Services.

BY CLICKING THE “ACCEPT” BUTTON OR BY ACCESSING, DOWNLOADING OR OTHERWISE USING ANY OF OUR SOFTWARE YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MUST IMMEDIATELY TERMINATE ALL USE OF THE SOFTWARE OR CLICK THE “DO NOT ACCEPT” BUTTON AND YOU WILL NOT BE ABLE TO ACCESS ANY OF THE SOFTWARE.

THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. YOU AGREE THAT ANY CLAIMS, CAUSES OF ACTION, REMEDIES OR DISPUTES BETWEEN YOU AND CENTER RELATING TO THIS AGREEMENT WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1. DEFINITIONS

“Affiliate” means any entity that controls, is controlled by, or is under common control with either party, including its subsidiaries.  As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies on an entity, whether through the ownership of voting securities, by contract, or otherwise.  For the avoidance of doubt, but not by way of limitation, the direct or indirect ownership of more than 50% of (i) the voting securities or (ii) an interest in the assets, profits, or earnings of an entity shall be deemed to constitute “control” of the entity.

“Agreement” means, collectively these Terms, the Terms and Conditions, the Terms of Use, the Card Account Agreement and our Privacy Policy, as each may be updated or amended from time to time.

“Card” means a charge or credit payment access device issued to Company that is branded with a Center trademark, as provided in Center’s sole discretion. A Card may include fleet, purchasing, T&E, multi cards, ghost cards, virtual cards, or any other debit or credit payment vehicle issued by Center that is connected to a digital or mobile wallet.

“Card Account Agreement” means the Comdata MasterCard Corporate Card Account Agreement between the Issuer and the Company, as updated or amended by Issuer from time to time.

“Company Data” means, other than Resultant Data, information, data and other content, in any form or medium, that is input by, collected, downloaded or otherwise received, directly or indirectly from Company, a Company Affiliate or any Developer or User by or through the Program or related services or that incorporates or is derived from the processing of such information, data or content by or through the Program or related services.

“Company Information” means all Confidential Information and data provided to Center by Company or any Developer or User.

“Confidential Information” means any non-public information of a party, or, with respect to Center’s Confidential Information, a Third Party Provider, which a party designates in writing as being confidential when it is disclosed, or which, given the nature of the information or circumstances in which it is provided, should be treated as confidential. Confidential Information of a party includes but is not limited to, business plans, business methods, financial information, products, services, data, specifications, documentation, inventions, processes, trade secrets, know-how, customers, designs, drawings, computer code, algorithms, formulas, passwords and the terms of the Agreement. Confidential Information does not include information which: (a) was rightfully in the possession of the receiving party prior to receiving it from the disclosing party; (b) is independently developed by the receiving party without use of or reliance upon the Confidential Information of the disclosing party; (c) was in the public domain at or subsequent to the time of disclosure (through no breach of the receiving party); or (d) is obtained in good faith from a third party not under any obligation of confidentiality.

“Issuer” and “Issuing Bank” means the financial institution that issues the Cards. Solely for purposes of the Terms and Conditions, Issuer also refers to Comdata Inc.

“Resultant Data” means information, data and other content that is derived by or through the Program, Services or from processing Company Data and is sufficiently different from such Company Data that such Company Data cannot be reverse engineered or otherwise identified from the inspection, analysis or further processing of such information, data or content.

“Services” means the CenterCard spend management and corporate Card services described in the Agreement and all other services provided by Center or its Third Party Providers to Company and its Users pursuant to the Program or the Agreement. “Services” also includes all services accessed by Company or Users through the System or otherwise under these Terms that are provided, either directly or on a pass-through basis, by Third Party Providers.

“System” means the Software, the computer system platform on which the Center cloud software and dashboard application are hosted, and all related products and devices for CenterCard.

“Terms and Conditions” means the CenterCard® Spend Management Services Terms and Conditions which apply to your use of the Services.

“Terms of Use” means the CenterCard Spend Management Services Terms of Use applicable to all Users, as such terms may be updated or amended from time to time.

“Third Party Providers” means third party service providers under contract with Center to provide services and Software to Center for Center customers and their employees, which services or Software may be subject to additional Center or third party terms and conditions specified by Center or such Third Party Providers from time to time.

“User” means any employees, Company Affiliates, contractors, agents or other individuals authorized by Company to use, and approved by us as authorized users of, the Software, Services on Company’s behalf and the Agreement as determined during your implementation of the Software and Services or as designated thereafter from time to time.

2. SITE AND SOFTWARE

2.1.      License; Use Limits. The Site is provided as a means for Center customers, in such capacity, and other developers (collectively, “Developers”) to obtain Software for their development of products for use with the Services. For so long as you are in compliance with these Terms and use the Software solely for the Purpose, Center grants you a non-exclusive, limited, non-transferrable, non-sublicensable license to use the Software for the Purpose in the United States (“License”). The Software will typically be made available without charge, but Center reserves the right to charge fees at any time. All use of the Software must be limited to the Purpose and comply with these Terms.

2.2       Account Setup. To access and use the Site, you must create an online account (“Account”) for you and your authorized employees and contractors. To create an Account, you must provide certain information in accordance with Center’s instructions and choose a username and password (“Login Credentials”) that you will use to access the Site. You are solely responsible for managing the Login Credentials for access to the Site by you and your employees and contractors.

2.3       Login Credentials. You, and not Center, are responsible for maintaining the confidentiality and security of your Login Credentials. You agree to notify Center immediately if you believe that your Account or any information you provided to or through the Site is no longer secure. You and your employees and contractors will only be able to access certain information contained therein, restricted by your unique security levels and Login Credentials, which access will be set by you or Center. You shall not divulge your Login Credentials to anyone. You are solely responsible for all activities that occur using your login and password. You agree to notify Center immediately about any unauthorized use of passwords or logins or any other breach of security of which you become aware. Center and its affiliates, licensors, vendors, and suppliers shall not be responsible for any losses incurred in connection with any misuse of or failure to secure your Login Credentials, nor shall Center have any responsibility whatsoever for damages or liability arising out of your failure to comply with this Section.

2.4.      Site Use. The Software on the Site currently includes APIs, SDKs, application data and other materials. You agree the Site will only be used to access and install Software on a device that you own and control and that meets Center’s minimum specifications, which Center may change at any time and from time to time in its sole discretion.

2.5.      Site and Software Modifications. We reserve the right to add to, remove from, and modify the Site and Software from time to time, including but not limited to by adding or removing software and functionality from the Site in its sole discretion. Subject to and conditioned on your and your Developers’ compliance with the Agreement, during the Term, we shall use commercially reasonable efforts to provide the Software to you and your Developers in accordance with the terms and conditions of these Terms. We reserve the right, in our sole discretion, to make any changes, amendments, modifications or updates to the Software or Site, or any portion thereof, in our sole discretion, including those that we deem necessary or useful to:

• maintain or enhance the quality or delivery of the Site, cost efficiency or performance of the Site, or update or otherwise modify the Site; or
• comply with applicable law.

The Site and Software may include Center services, software and technology or the Services (including any software or technology) of Third Party Providers to which Center provides you access through the Site and Software on a pass-through, AS IS, AS AVAILABLE basis, without any warranty of any kind, express, implied, statutory or otherwise. Certain Software may be subject to additional Center or third party terms and conditions specified by us from time to time. 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 these Terms by this reference.

2.6.      Fees. There are currently no fees associated with the License or these Terms; however, Center reserves the right to charge fees in the future upon sixty (60) days prior written notice.

3. USE OF SITE AND SOFTWARE

3.1       Additional Features. Your use of certain features of the Site or the Software may be subject to additional terms of use. We require that you agree to additional terms before using the features of the Site or downloading the Software to which they apply. Unless otherwise specified in additional terms, all additional terms are incorporated into these Terms upon your agreement to those terms, use of that portion of the Site or download or access of the applicable Software. If you do not agree to additional terms, then you may not use the features of the Site or the Software to which they relate. If any additional term is inconsistent with any provision of these Terms, the additional term will prevail but only for the Site features or Software to which the additional terms apply.

3.2       Restrictions on Use. You and your Developers will not: (a) download, copy, disassemble, reverse engineer, decode, decompile, modify (including without limitation writing to tables and/or changing data) or translate the Site or Software or any part thereof, or otherwise attempt to derive or obtain the source code of the Site or the Software or use third party software products or services that do or attempt to do any of the foregoing, (b) distribute, rent, sublicense, lease, lend, sell, resell, assign, transfer or otherwise grant any right in or to the Site or Software to any third party, or (c) use the Site or Software to infringe or violate the intellectual property or other rights of any person or entity; (d) attempt, in any manner, to obtain the Account, password or other security information from any other Developer; or (e) breach, test, circumvent (or attempt to breach, test or circumvent) any security protection or access management feature in the Site or Software or otherwise attempt to gain unauthorized access to Center’s Services, computer systems or networks. If you violate any of the above restrictions, Center may terminate your right to access and use the Site and Software and exercise any other right it has under these Terms or applicable law.

3.3        Equipment and System; Implementation and Testing; and Company Data and Company Information. To be eligible to use the Software and receive Communications from us, you agree you must continue to satisfy your obligations under this section, which obligations include:

• obtaining and maintaining at your expense all necessary hardware, software, Internet connections and other items necessary for you to access and use the Site and Software;
• installing the Software, including set-up, configuration and all interfaces and interaction with any third-party software;
• performing test transactions; and
• collecting, inputting and updating all Company Data and Company Information related to Company’s use of the Site and Software and backup of all Company Data and Company Information related to your use of the Site and Software.

You are responsible for obtaining and maintaining all telecommunications, mobile, broadband, computer, hardware, software, equipment and services needed to access and use the Software and Site; view, save or print your documents online; and receive any messages, documents and other Communications we provide to you electronically.

We reserve the right to modify the system requirements described above at our discretion, and you will implement such changes after we provide reasonable notice, or immediately, as required by applicable law or where we deem appropriate or advisable for security reasons. We will provide you with notice of such modification(s) electronically in a manner consistent with other electronic Communications.  If you do not agree to the modification(s), you must stop using the Software and System.

3.4       Developers. You are solely responsible for the selection of Developers and for all Developer permission levels, including the addition and removal of all Developer permissions. You agree to notify all Developers of, and agree to be liable for, each Developer’s compliance with, these Terms. You agree to use commercially reasonable efforts to prevent unauthorized access to or use of the Site or Software and will promptly notify us of any unauthorized access or use of which you become aware. Notwithstanding such efforts and notice, you are responsible and liable for your and your Affiliates’ intentional and negligent acts and omissions, as well as those of all Developers in connection with these Terms. Any failure by you, your Affiliates or any Developer to comply with these Terms will constitute a material breach of the Agreement by you. Upon our request, you will provide a list of all original and any additional Developer names, addresses, e-mail addresses, telephone numbers and contact personnel. You will promptly provide any additional or updated Developer information as we may request from time to time.

3.5       Passwords. You and each of your Developers are responsible for all use of, and maintaining the confidentiality of, its Login Credentials and for all activities of any person or entity that occur under any Login Credential. Sharing of Login Credentials, Company Data and Company Information is at your and each Developer’s own risk.

3.6       Electronic Communications and Notices. You agree to receive all notices and Communications from us electronically as set forth in Section 6 below. You also agree to notify us electronically at the email addresses set forth in these Terms.

3.7       Relationship to Other Center Agreements. These Terms are in addition to and separate from any Customer Agreement or any other agreement you or your customer has with Center. Your use of the Software is governed by these Terms. In the event of a conflict between these Terms and any other agreement between you or your customer and Center, these Terms control with respect to the subject matter hereof.

3.8       Other Terms. You understand and agree that Internet and wireless connectivity may be unreliable and that Center is not responsible for interruptions in or your inability to access and use the Site or the Software from whatever cause, including without limitation those caused by interruptions in or lack of connectivity to the Internet or to wireless or network services or to third party Internet, wireless, or network service providers or bugs or errors in the Site or Software. You, and not Center, are solely responsible for the accuracy of data used in and with the Site or Software. In accessing or using the Site or Software, you are solely responsible for the cost of and the security of your own access to the Internet and for your wireless and network services.

4. OWNERSHIP

4.1.      Rights. As between you and Center, Center retains all right, title and interest in and to the original and any copies of the Site and Software and related information, improvements, enhancements or derivatives thereto, and ownership of all intellectual property and proprietary rights recognized anywhere in the world pertaining thereto, in whole or in part, shall be, vest with, and remain the exclusive property of Center and its licensors. Third party software contained therein remains the property of its manufacturer or licensor. The Site and Software are protected by United States and international copyright, trade secret, patent and trademark laws and treaties. You shall not be an owner of any copies of, or have any interest in, the Site or Software and will keep the permission and license granted hereunder free and clear of all claims, liens, and encumbrances.

4.2.      Use of Data. Center reserves the right to access, obtain, use, sublicense or resell any data excluding Personal Data (as defined in Center’s Privacy Policy) and Confidential Information that is obtained by or through your use of the Site or Software. You understand and agree that our use of Personal Data is governed by Center’s Privacy Policy which allows Center, among other things, to use data Center obtains from you to improve its Site, Software and Services. We may use aggregated or anonymized information for any lawful purpose, including, but not limited to analyzing trends, administering the Site, Software or Services, tracking Users’ or Developers’ movements on the Site or Software, and for management and improvement of the Site, Software or Services. By requesting to create a sandbox or to generate an access key, you reaffirm your agreement to the Privacy Policy and these Terms.

5. TERM AND TERMINATION

5.1       Term. These Terms will take effect on the earliest of (i) the date you click the “I HAVE READ AND ACCEPT THE Terms” button or otherwise access the Site, or (ii) download or use the Software, and will continue in effect unless terminated earlier pursuant to this Section. You may terminate these Terms at any time by your and your Developers ceasing all use of the Site and Software. Center may terminate these Terms, and your and your Developers use of the Site and Software, at any time, with or without cause, by providing notice to you and/or preventing your and your Developers access to the Site or to the Software or other products or services through the Site. Notwithstanding termination or expiration of these Terms, Sections 3.2, 3.7, 4, 5.2, 7.2, 9, 12, 14.1, 14.2 and any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive. Upon termination of these Terms for any reason, or upon Center′s request to you, you must immediately cease accessing the Site. All licenses and permissions granted to you hereunder shall terminate upon the termination or expiration of these Terms. The termination of these Terms will be in addition to any rights and remedies available to either party at law or equity or under these Terms.

6. AGREEMENT TO CONDUCT TRANSACTIONS ELECTRONICALLY; ELECTRONIC COMMUNICATIONS

6.1       For the duration of your access to the Software, you agree to conduct electronically all transactions in connection with the Software via the Site or by such other electronic methods as we may provide from time to time.  If you wish to withdraw your agreement to conduct transactions electronically as described in this section, you must cease use of the Software and terminate these Terms. Software, Site or App availability may be limited at times.

6.2       You acknowledge and agree that we may provide all notices, disclosures, amendments to the Agreement, Software and other Services-related communications (“Communications”) electronically, including through the Site or by email, as described more fully below, instead of in paper form by U.S. mail.  You acknowledge and agree that this Section 6 shall survive termination of these Terms and that any Communications that may need to be sent to you post-termination shall be sent electronically in accordance herewith.

To receive Communications from us in electronic form, you must provide and always maintain a Developer Email Address (as defined below) and satisfy the system requirements set forth in Section 3.3.  We may provide Communications electronically through or any combination of: (i) email to a Developer Email Address or (ii) posting or making such Communications available through the Site. Save or print copies of all Communications to ensure you have them when needed.

You certify that the email address of each of your Developers using the Software is an email address where you wish to receive Communications in connection with these Terms (each, a “Developer Email Address”).

The Developer Email Address(es) may be changed only by contacting Center Customer Support. You agree that your Developer(s) shall immediately update your Account for other changes in your contact information, including, but not limited to, current address information.  We may rely on the most current information you have provided, and any instructions purportedly made by the Developer(s), to change the Developer Email Address(es) or your other contact information without liability.  You also agree that if a third-party vendor (where permitted by law), the U.S. Postal Service or other national postal service, or one of its agents, notifies us of a change in your postal address, we may change your address based on that information.  We will have no liability to you for changing your address based on such information, even if such information is in error.

In our discretion and at our option, we may choose to send Communications in paper form from time to time, using U.S. mail.  For example, but without limitation, we may do this if we have a system outage, if we suspect fraud, or if for any reason your Developer Email Address does not accept emails from us.

Regardless of how we choose to send Communications, we may send them to the attention of, or to the address associated with, any Developer (according to our records), and the Developer(s) shall be responsible for providing copies of such Communications to any other Developers.  Any Communication we send to the attention of or to the address associated with a Developer will be considered notice to all Developers.  You are responsible for reviewing all Communications in a timely manner.  If any Communication is returned to us because of an incorrect, changed or expired email address or an incorrect postal address, in addition to any other consequences set forth in these Terms, we may stop delivering Communications until a valid address or email address is provided.  We are not responsible for items lost in, or not delivered by, email or mail.  All Communications sent by us will be deemed received by you no later than twenty-four (24) hours after they are sent or posted, except for notice by postal mail, which shall be deemed received by you no later than three (3) business days after it is mailed.  You agree that the Developer(s) shall establish Login Credentials and regularly log into the Software to view and update information about your Account.

6.3       Cellular Phone Contact; Text Messages. By providing us with a telephone number for a cellular phone or other wireless device, including a number that you later convert to a cellular number, you are expressly consenting to receiving Communications, including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system, from us and our affiliates and agents at that number. This express consent applies to each such telephone number that you provide to us now or in the future and permits such communications for non-marketing purposes. Calls and messages may incur access fees from your cellular provider. From time to time, we may monitor and/or record telephone calls between you and us to assure the quality of our customer service or as required by applicable law.

7. REPRESENTATIONS AND WARRANTIES

7.1       By using or continuing to use the Site or Software, you represent and warrant to us that: (i) you have the authority and right to agree to these Terms and to perform your obligations hereunder and that your obligations hereunder are legal, valid, binding and enforceable in accordance with these Terms; (ii) your acceptance of these Terms and performance hereunder does not violate, conflict with or result in a breach of, or default under, your charter or by-laws, or any other contract or agreement to which you are a party, or by which you are bound; (iii) you are a business organized under, and authorized to do business pursuant to, the laws of a jurisdiction within the United States and whose principal place of business is located within the United States; (iv) each Developer or other person accessing the Site or Software is eighteen (18) years old or older; (v) the Developers or other person accessing or using the Site or Software are duly authorized to access or use them and to legally bind you to any activity conducted through the Site and Software in your name; (vi) the individual electronically accepting these Terms in the name of your company has authority to legally bind you to these Terms; (vii) you are not an entity incorporated in, or resident in, any country other than the United States and you are not designated under the U.S. Treasury Department’s Office of Foreign Assets Control’s (“OFAC”) Specially Designated National or Blocked Person list or on any list of targeted persons issued under economic, financial or trade sanctions administered by OFAC, the U.S. State Department, the U.S. Commerce Department or any other governmental agency of the U.S. Government, the United Nations or any other sanctions or trade authority that we deem relevant (“Sanctions”); (viii) you are not subject to, or listed as a party on any other U.S. government list deemed by us to be related to, anti-money laundering, economic sanctions or other areas of risk as it relates to our business operations; and (ix) the execution, delivery and performance by you of any Account set-up and any other documentation as requested by us are and remain complete, truthful and accurate, do not fail to disclose any material fact, have been duly authorized by necessary action, and you undertake to promptly provide to us updates of the same as may be necessary.  You agree that we may rely on such representations without requiring additional information or documentation and that you will furnish such information upon request.

You also represent and warrant to Center that: (i) you and your Developers will use the Site and the Software only for the Purpose or on behalf of you or your customer that has an in force agreement with Center and only during the term of the Customer Agreement; (ii) you understand that any personal information you provide to Center is processed pursuant to the Privacy Policy available at https://getcenter.com/privacypolicy/ (“Privacy Policy”); (iii) all information that you or your Developers provide to Center is true and accurate, including your identity, your employees’ and contractors’ identities, and other information about you; and (iv) you and your Developers will not use the Site or Software in violation of any law, rule, ordinance, or regulation applicable to you or these Terms.

7.2       Disclaimer of Warranties. THE SITE, APP, SOFTWARE AND SERVICES ARE MADE AVAILABLE ON AN “AS IS,” “AS AVAILABLE” BASIS. YOU AGREE THAT YOUR ACCESS TO AND USE OF THE SITE, APP, SOFTWARE AND SERVICES IS AT YOUR OWN RISK. WE, ON OUR OWN BEHALF AND ON BEHALF OF OUR LICENSORS, HEREBY EXPRESSLY DISCLAIM (X) ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY THAT THE SITE, APP, SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND (Y) EXPRESS OR IMPLIED WARRANTIES OF: (I) MERCHANTABILITY; (II) FITNESS FOR A PARTICULAR PURPOSE; AND (III) NONINFRINGEMENT.  WE DO NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE INTERNET, OR YOUR COMPUTER EQUIPMENT. AT TIMES, ACTIONS OR INACTIONS OF THIRD PARTIES CAN IMPAIR OR DISRUPT YOUR CONNECTIONS TO THE INTERNET, THE SITE, APP, SOFTWARE AND SERVICES.  ACCORDINGLY, WE DISCLAIM ANY AND ALL LIABILITY RESULTING THEREFROM.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8. LOGIN CREDENTIALS

You acknowledge that your use of the Site and Software is restricted to you and your Developers and the designation of Developers is subject to our approval, in our sole discretion.  You understand that the designation of, and restricting access to, Developers is part of the security of your data on the Software. You shall ensure that all Developers comply with these Terms. We may terminate, suspend or otherwise limit your or any Developer’s right to use the Software and Site in our sole discretion.  Upon the termination of a Developer’s right to use the Software or Site, such Developer will immediately cease use of the Software and Site.

You agree to be bound by and be solely responsible for all uses of Developers’ Login Credentials, including, but not limited to, uses made by unauthorized persons (with or without your knowledge) and uses made by authorized persons who exceed their authorization or that are in error (collectively, “All Uses”).  You further agree that we may attribute All Uses to you and All Uses shall constitute acts of and legally bind you, whether or not authorized for your benefit, and to hold us harmless, defend and indemnify us from and against any and all claims, damages, and losses or every nature that may arise due to or relating to orders and actions or relating to your breach of these Terms or any of All Uses.

We may, but are not required to, supplement any of the above Login Credentials with procedures determined by us from time to time and you agree to comply with any such procedures after we provide reasonable notice, or immediately, as required by applicable law or where we deem appropriate or advisable for security reasons.  You acknowledge and agree that you shall be solely responsible for selecting Developers and for monitoring their and all other activities relating to the Software.

YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE LOGIN CREDENTIALS DESCRIBED ABOVE IS COMMERCIALLY REASONABLE AND YOU CHOSE THE SERVICES WITH SUCH LOGIN CREDENTIALS AS BEING APPROPRIATE AND REASONABLE FOR YOUR NEEDS.  IT IS UNDERSTOOD THAT SUCH LOGIN CREDENTIALS ARE DESIGNED TO VERIFY THE AUTHENTICITY, NOT THE ACCURACY, OF DATA INPUT TO THE SERVICES. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US AND OUR SERVICE PROVIDERS HARMLESS FROM AND AGAINST ANY CLAIMS RELATING TO THE DATA INPUT BY YOUR DEVELOPERS OR USERS TO THE SERVICES AND ALL RELATED CLAIMS.

9. CONFIDENTIAL INFORMATION; PRIVACY

9.1       Confidential Information. You acknowledge that the Center Information contains trade secrets, confidential information and other valuable proprietary information owned by Center or its licensors, and that Center is granting you access to the Center Information only for purposes of your receipt of the Services in accordance with the Agreement. You are responsible for the actions and omissions of your Developers with respect to Center Information.

9.2       Confidentiality. You shall maintain in strict confidence and not use or disclose to others, during or after the term of these Terms and the Customer Agreement, any non-public information, proprietary information, trade secrets, or technical data relating to the Site or the Software disclosed by Center or otherwise obtained by you as a result of, or in connection with, your use of the Site or Software (“Confidential Information”).

Company and Center will each use commercially reasonable efforts to preserve the confidentiality of the other party’s Confidential Information. The receiving party will not disclose the disclosing party’s Confidential Information to any third party (other than as necessary for Center’s performance under the Agreement or any personnel services agreement) or use the disclosing party’s Confidential Information for its own or any third party’s benefit, other than its own use as necessary to access and use, in the case of Company, or deliver or improve, in the case of Center, the Software or Site. Notwithstanding the foregoing, Center will have the right to disclose that Company is a customer of Center. If you are compelled by law to disclose our Confidential Information, you will provide us with prior notice as set forth in Section 14.8 below of such compelled disclosure and reasonable assistance (at your cost) if we wish to contest the disclosure. Nothing herein shall restrict us from collecting, using and analyzing general information and data from our customers (including Company) in accordance with our Privacy Policy.

9.3   Remedies. If the receiving party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of these Terms, the other party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

9.4   Privacy. Certain information about you will be required to use the Software and Services and such information collected in connection therewith will be processed and treated in accordance with our Privacy Policy.

The provision of the Services may also entail the processing of certain information about you or your employees, beneficial owners, agents, Developers or Users, including, but not limited to, information that may constitute personally identifiable information.  You represent and warrant that you have the necessary rights and consents to share such information with us. We will process and treat any such information collected in connection with the Software in accordance with our Privacy Policy.

Our privacy policy, which is available at: https://getcenter.com/privacypolicy/, as updated from time to time (“Privacy Policy”), governs our collection, use, processing and sharing of any information in connection with the Software.

10. COMPLIANCE WITH LAWS

You agree to, and will cause your Developers to, use the Site and Software only for lawful purposes and in full compliance with applicable law and all other relevant laws, rules, regulations and codes of practice, as may now or hereafter be in effect, including, without limitation, those arising from the applicable laws or regulations pertaining to (i) filings, registrations, approvals, consents, licenses, authorizations and reporting requirements; (ii) anti-money laundering (e.g., customer identification and “know your customer”, currency transaction reporting and recordkeeping, suspicious transaction and activity detection, monitoring and reporting); (iii) OFAC sanctions programs and (iv) the use, disclosure or export of technical or personal data and dealings with Developers providing such data.

If we, in our sole discretion, reasonably believe that any party to a transaction may be (A) designated on the OFAC Specially Designated Nationals and Blocked Persons List or on any list of targeted persons issued under Sanctions, (B) part of a government of a country or territory targeted by a general export, import, financial or investment embargo under Sanctions (which countries and territories, as of the date of these Terms, include the Crimea region, the separatist-controlled portions of the Donetsk and Luhansk regions of Ukraine, Cuba, Iran, North Korea and Syria) (collectively, “Sanctioned Territories”), (C) owned or controlled by, or acting on behalf of, any of the foregoing, (D) a citizen or resident of, incorporated in or operating from a Sanctioned Territory, (E) otherwise targeted under any Sanctions or (F) designated on any other list of targeted persons deemed by us to be related to anti-money laundering, anti-bribery or corruption, fraud or other areas of risk as it relates to our business operations, issued by any governmental agency of the U.S. Government or any other authority that we deem relevant, we may be required by law to terminate these Terms, block access to the Services or block or reject related property, funds or transactions.  We shall not be responsible for applying to OFAC or any other relevant authority for a license or authorization to release any blocked property or funds, complete any prohibited transaction or restore access to the Services.

Certain Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software to or make them accessible from any jurisdiction or country to which export, re-export, or release is prohibited by law, rule or regulation.

USA PATRIOT ACT DISCLOSURE

To help the United States government fight terrorism and money laundering, federal law requires us to obtain, verify, and record information about you and your Developers and Users. When you open an account, we will ask you for certain information, including, but not limited to, your business’ name, street address, ‘doing business as’ (dba) names, if applicable, and taxpayer identification number (TIN). We may also ask you for certain information relating to each of your Developers and Users, including, but not limited to, name, address, date of birth, valid Social Security number (SSN) and other information and documentation such as a copy of a driver’s license or other government-issued identifying documents that will allow us to verify his/her identity. To open an account with us, you must have a taxpayer identification number (TIN) and have a physical business street address in the United States, Puerto Rico, U.S. Virgin Islands, Guam, American Samoa or Northern Mariana Islands.

11. INDEMNIFICATION

You agree to indemnify and hold us, our directors, officers, employees and agents (and the same of our subsidiaries and affiliates and our subsidiaries and affiliates themselves) (collectively, the “Center Indemnified Parties”) harmless from and against losses and damages incurred or arising in connection with (i) your or your Developers’ violation or breach of any term of these Terms (ii) your or your Developers’ use or misuse of the Site or any Software available thereon, (iii) your or your Developers’ failure to perform, or negligent or wrongful performance of, any of your or any Developer’s obligations or duties under these Terms, (iv) your or your Developers’ breach of a representation or warranty in these Terms (v) your or your Developers’ breach of confidentiality; or (vi) any claim alleging that any of your or your Developers’ software, code or work, the Company Data or the Company Information infringes or otherwise violates any patent, trade secret, copyright, trademark, privacy, publicity or other intellectual property or proprietary right of any third party; except for losses and damages arising out of a Center Indemnified Party’s own gross negligence or willful misconduct. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. No settlement that affects our rights or obligations may be made without our prior written approval. You further agree to indemnify and hold the Center Indemnified Parties harmless from losses and damages incurred or arising out of actions taken or omitted in good faith by us in reliance upon instructions from you or any Developer. We are not responsible for any actions or omissions by any third party. If you or any Developer gives us instructions that we believe may expose us to potential liability, we will not be liable to you if we refuse to follow those instructions. This “Indemnification” provision will survive termination of your use of these Terms, the Site or Software.

12. LIMITED LIABILITY

12.1      Consequential Damages. NOTWITHSTANDING ANYTHING CONTAINED IN THESE TERMS TO THE CONTRARY AND EXCEPT AS OTHERWISE EXPRESSLY PROHIBITED BY APPLICABLE LAW, NONE OF CENTER, ITS PARENT, ITS DIRECT OR INDIRECT SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE AGENTS, EMPLOYEES, REPRESENTATIVES, THIRD-PARTY SUPPLIERS AND LICENSORS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, SPECULATIVE, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, LOST REVENUES, LOSS OF PROFITS, LOSS OF BUSINESS, COST OF REPLACEMENT GOODS OR SERVICES, LOSS OF TECHNOLOGY, DATA, CUSTOMER DATA, CUSTOMER INFORMATION, RIGHTS OR SERVICES OR INTERRUPTION OR LOSS OF USE OF SOFTWARE, INFORMATION OR EQUIPMENT, ARISING FROM THESE TERMS OR RELATING TO THE OBLIGATIONS HEREUNDER UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. YOU AND CENTER AGREE THAT LOST PROFITS DO NOT CONSTITUTE DIRECT DAMAGES.

12.2      Limitation of Liability. Unless we have acted in bad faith or with gross negligence or willful misconduct, we will not be liable to you for performing (or failing to perform) any Services, or providing the Software or Site, under or in connection with these Terms. Without limiting the foregoing, we will not be liable for delays or mistakes that happen for reasons beyond our control, including without limitation, acts of civil, military or banking authorities, national emergencies, epidemic, pandemic, insurrection, war, riots, acts of terrorism, failure of transportation, communication or water supply, or malfunction of or unavoidable difficulties with any equipment.  If an arbitrator or a court finds that we are liable to you for what we did (or did not do, as the case may be) under or in connection with these Terms, you may recover from us only your actual damages in an amount not to exceed $2,500 (USD). You agree that the dollar limitation described in the preceding sentence is reasonable to the fullest extent permitted by applicable law and shall apply regardless of the number or nature of event(s) giving rise to our liability. This “Limitation of Liability” provision will survive termination of these Terms or your use of the Services.

12.3      Force Majeure. CENTER, ITS PARENT, ITS DIRECT OR INDIRECT SUBSIDIARIES AND AFFILIATES, THIRD PARTY PROVIDERS, SERVICE PROVIDERS AND LICENSORS WILL NOT BE LIABLE FOR AND WILL NOT BE RESPONSIBLE TO COMPANY FOR ANY DELAY, MISTAKE OR FAILURE TO PERFORM UNDER THESE TERMS OR THE AGREEMENT IF SUCH DELAY, MISTAKE OR FAILURE RESULTS FROM FIRE, EXPLOSION, LABOR DISPUTE, EARTHQUAKE, CASUALTY OR ACCIDENT, LACK OR FAILURE OF TRANSPORTATION FACILITIES AND/OR SERVICES, LACK OR FAILURE OF ELECTRICAL UTILITIES AND/OR TELECOMMUNICATIONS FACILITIES AND/OR SERVICES INCLUDING INTERNET SERVICES, EPIDEMIC, FLOOD, DROUGHT, OR BY REASON OF WAR, REVOLUTION, RIOT, CIVIL COMMOTION, BLOCKADE OR EMBARGO, ACTS OF GOD, ACTS OF TERRORISM, ANY INABILITY TO OBTAIN ANY REQUISITE LICENSE, PERMIT OR AUTHORIZATION, OR BY REASON OF ANY LAW, PROCLAMATION, REGULATION, ORDINANCE, DEMAND OR REQUIREMENT OF ANY GOVERNMENT OR ANY OTHER CAUSE BEYOND THE REASONABLE CONTROL OF CENTER.

12.4      Acknowledgement. COMPANY ACKNOWLEDGES THAT CENTER HAS SET ITS PRICES AND ENTERED INTO THE AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THE AGREEMENT AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

13. DISPUTE RESOLUTION

13.1      Claims. You agree that any and all disputes, claims or controversies arising out of or related to these Terms, including any claims under any statute or regulation (“Claims”) will be resolved pursuant to this “Dispute Resolution” provision. For purposes of this “Dispute Resolution” provision, “you”, “we” and “us” includes any corporate parents, subsidiaries, affiliates or related persons or entities.  You may not sell, assign or transfer a Claim.

13.2      Sending a Claim Notice. Before beginning a lawsuit, mediation or arbitration, you and we agree to send a written notice (“Claim Notice”) to each party against whom a Claim is asserted in order to provide an opportunity to resolve the Claim informally or through mediation. Go to www.americanexpress.com/claim for a sample Claim Notice. The Claim Notice must describe the Claim and state the specific relief demanded. Notice to you may be sent to the address we have on file for you or as otherwise provided by you. Notice to us must include your name and address and be sent to American Express ADR c/o CT Corporation System, 111 8th Ave., NY, NY 10011. If the Claim proceeds to arbitration, the amount of any relief demanded in a Claim Notice will not be disclosed to the arbitrator until after the arbitrator rules.

13.3      Mediation. In mediation, a neutral mediator helps parties resolve a Claim. The mediator does not decide the Claim but helps parties reach agreement. Before beginning mediation, you or we must first send a Claim Notice. Within thirty (30) days after sending or receiving a Claim Notice, you or we may submit the Claim to JAMS (1-800-352-5267, jamsadr.com) or the American Arbitration Association (AAA) (1-800-778-7879, adr.org) for mediation. We will pay the fees of the mediator.  You and we agree to cooperate in selecting a mediator from a panel of neutrals and in scheduling the mediation proceedings.

All mediation-related communications are confidential, inadmissible in court and not subject to discovery.

All applicable statutes of limitation will be tolled from the date you or we sent the Claim Notice until termination of the mediation. Either you or we may terminate the mediation at any time. The submission or failure to submit a Claim to mediation will not affect your or our right to elect arbitration.

13.4      Arbitration. You or we may elect to resolve any Claim by individual arbitration. Claims are decided by a neutral arbitrator.

IF ARBITRATION IS CHOSEN BY ANY PARTY, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM. FURTHER, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. ARBITRATION PROCEDURES ARE GENERALLY SIMPLER THAN THE RULES THAT APPLY IN COURT, AND DISCOVERY IS MORE LIMITED. THE ARBITRATOR’S authority is limited to claims between you and us alone.  claims may not be joined or consolidated unless you and we agree in writing.  an arbitration award and any judgMent confirming it will apply only to the specific case and cannot be used in any other case except to enforce the award.  the arbitrator’s DECISIONS ARE AS ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT. EXCEPT AS SET FORTH BELOW, THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING. OTHER RIGHTS THAT YOU OR WE WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

13.5      Initiating Arbitration. Before beginning arbitration, you or we must first send a Claim Notice. Claims will be referred to either JAMS or AAA, as selected by the party electing arbitration. Claims will be resolved pursuant to this “Arbitration” provision and the selected organization’s rules in effect when the Claim is filed, except where those rules conflict with this Agreement. If we choose the organization, you may select the other within thirty (30) days after receiving notice of our selection. Contact JAMS or AAA to begin an arbitration or for other information. Claims also may be referred to another arbitration organization if you and we agree in writing or to an arbitrator appointed pursuant to section 5 of the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (the “FAA”). We will not elect arbitration for any Claim you file in small claims court, so long as the Claim is individual and pending only in that court. You or we may otherwise elect to arbitrate any Claim at any time unless it has been filed in court and trial has begun or final judgment has been entered. Either you or we may delay enforcing or not exercise rights under this “Arbitration” provision, including the right to arbitrate a Claim, without waiving the right to exercise or enforce those rights.

13.6      Limitations on Arbitration. If either party elects to resolve a Claim by arbitration, that Claim will be arbitrated on an individual basis. There will be no right or authority for any Claims to be arbitrated on a class action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, or other persons similarly situated.

Notwithstanding any other provision in this Agreement and without waiving the right to appeal such decision, if any portion of this “Limitations on Arbitration” provision is deemed invalid or unenforceable, then the entire “Arbitration” provision (other than this sentence) will not apply.

13.7      Arbitration Procedures. This “Arbitration” provision is governed by the FAA. The arbitrator will apply applicable substantive law, statutes of limitations and privileges. The arbitrator will not apply any federal or state rules of civil procedure or evidence in matters relating to evidence or discovery. Subject to the “Limitations on Arbitration” provision, the arbitrator may otherwise award any relief available in court. You and we agree that the arbitration will be confidential. You and we agree that we will not disclose the content of the arbitration proceeding or its outcome to anyone, but you or we may notify any government authority of the Claim as permitted or required by law.

If your Claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents, through a telephonic hearing, or by an in-person hearing. At any party’s request, the arbitrator will provide a brief written explanation of the award.  The arbitrator’s award will be final and binding, subject to each party’s right of appeal as stated in this “Arbitration” provision and/or to challenge or appeal an arbitration award pursuant to the FAA. To initiate an appeal, a party must notify the arbitration organization and all parties in writing within thirty-five (35) days after the arbitrator’s award is issued. The parties will select a three-arbitrator panel administered by the selected arbitration organization to decide anew, by majority vote based on written submissions, any aspect of the decision objected to. The appeal will otherwise proceed pursuant to the arbitration organization’s appellate rules. Judgment upon any award may be entered into in any court having jurisdiction. The arbitration hearing will take place in New York, New York, but you may select to move the arbitration hearings to the federal judicial district of your residence.

13.8      Equitable Relief.  Either party shall have the right to seek equitable relief (i) in arbitration prior to the arbitration proceedings to enforce the status quo, and (ii) in a court to enforce the confidentiality provisions set forth in this Agreement.

13.9      Arbitration Fees and Costs. You will be responsible for paying your share, if any, of the arbitration fees (including filing, administrative, hearing and/or other fees) provided by the rules of the arbitration organization selected in accordance with this “Arbitration” provision.

13.10    Continuation. This “Dispute Resolution” provision will survive termination of these Terms, your Account, any legal proceeding to collect a debt, any bankruptcy and any sale of you or your assets (in the case of a sale, its terms will apply to the buyer). If any portion of this “Dispute Resolution” provision, except as otherwise provided in the “Limitations on Arbitration” provision above, is deemed invalid or unenforceable, it will not invalidate the remaining portions of this “Dispute Resolution” provision.

14. MISCELLANEOUS

14.1      Feedback. You may be asked to submit an evaluation of the Site or Software (“Feedback”) to your Center representative from time to time. We will own all rights and interest to Feedback. You may be asked to participate in case studies and provide testimonials where appropriate. We reserve the right to include this information in future Software marketing and promotions.

14.2      Amendments. At any time, acting in our sole discretion, we may amend any of these Terms, including conditions or features that apply to the Site and Software (collectively, “Amendments”). You agree to consult the Site regularly and you acknowledge receipt of any notices that we make available through the Site. You agree to all such Amendments as a condition to your continued use of the Services, and your continued use of the Site, Software or Services constitutes your acceptance of these Terms, as amended. You may only reject such changes by discontinuing use of Site and Software.

14.3   Recordings. We may, in our sole discretion, make, monitor and retain recordings of telephone or video conversations between you and us.

14.4   Time Limit on Actions. Any Claim or cause of action arising out of or related to these Terms must be filed by you within one (1) year after such Claim or cause of action arose or forever be barred.

14.5   Governing Law. These Terms, and any dispute or claim arising from or related to the Software, Site or App, will be governed by the laws of the State of New York, United States, without giving effect to choice of law or conflicts of law provisions or principles.

14.6  Assignment; No Agency. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without Center’s prior written consent. These Terms will bind your successors and permitted assigns. Nothing in these Terms creates an agency, partnership or joint venture or employment relationship between you and Center. Center may assign these Terms to an affiliate or a third party in Center’s sole discretion.

14.7  Waiver; Severability. Except as otherwise expressly provided for herein, failure to enforce any term or condition of these Terms shall not be a waiver of the right to later enforce such term or condition or any other term or condition of these Terms. If any provision of these Terms is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision will be deemed limited or omitted to the minimum extent necessary, and the balance of these Terms will continue in full force and effect.

14.8  Notices. In addition to Section 6, we may send any notice under these Terms to you by First Class Mail to the address you provided to us on the Application as subsequently amended by you or to the email address you provided to us on your Application. You agree to promptly update your office address and email address promptly upon any change. You must send any notice to us under this Agreement to:

Attn: Center Legal

Email Address: mail to: legalnotices@getcenter.com

With copies to:

American Express Travel Related Services Company, Inc.

American Express Tower

200 Vesey Street

World Financial Center, New York, NY 10285-3410

Attn: Corporate and B2B Solutions Product Management, Global Commercial Services

And:

American Express Travel Related Services Company, Inc.

American Express Tower

200 Vesey Street

World Financial Center, New York, NY 10285-3410

Attn: Managing Counsel, Global Commercial Services

All notices given under this Section 14.8 will be effective: (a) three (3) days after our placing the notice in the U.S. Mail, postage prepaid, addressed to you, or (b) for notices provided by email, upon sending.

14.9  Entire Agreement. Notwithstanding anything to the contrary set forth herein or in any other agreement, including these Terms (including all exhibits, schedules, tables, appendices and attachments hereto), the Terms and Conditions, the Terms of Use, the Card Account Agreement and our Privacy Policy, constitute the entire agreement with respect to the Services, and supersedes any previous oral or written agreements or understandings relating to the subject matter hereof, including, but not limited to, any agreement previously entered into by you with us or any of our Affiliates.  By electronically accepting these Terms, you acknowledge that these Terms shall be deemed to be countersigned and accepted by us. In the event that any of the provisions of these Terms conflict with those of any other agreement, these Terms will prevail as it relates to the subject matter contained in herein.  For the avoidance of doubt, the terms and conditions set forth in these Terms shall apply only to your use of the Service as set forth herein and not to any other product or service offered by us or our Affiliates.

14.10   Headings. The headings, titles and subtitles used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms.

14.11   Negotiated Terms; Construction. In construing these Terms, unless the context requires otherwise: (i) the singular includes the plural and vice versa; (ii) the term “or” is not exclusive; (iii) the term “including” means “including, but not limited to;” (iv) the term “day” means “calendar day”; and (v) any reference to any agreement (including these Terms), instrument, contract, policy, procedure or other document refers to it as amended, supplemented, modified, suspended, replaced, restated or novated from time to time.