Legal Disclosures

CenterCard^® Spend Management Services Terms and Conditions

CenterCard^® Spend Management Services Terms and Conditions

Last Updated Date: 7/15/2024

Thank you for your interest in the CenterCard® spend management services. These CenterCard® Spend Management Services Terms and Conditions (“Terms and Conditions”) apply to your use of the Services provided by Center ID Corp. (“Center”, “we” or “our”). By submitting an Application or by using the Services, you agree to be bound by the Agreement (defined below), which includes these Terms and Conditions. We may update these Terms and Conditions without prior written notice at any time and in our sole discretion by posting an updated version on our Site (defined below). Any updates or changes to these Terms and Conditions will be in effect as of the “Last Updated Date” referenced above. Your continued use of the Site, Card(s) or Services after the “Last Updated Date” will constitute your acceptance of and agreement to such updates. If you do not agree to the Agreement or these Terms and Conditions, or if you do not agree to any updates to these Terms and Conditions, do not use the App, Card(s) or Services.

You acknowledge and agree that the Card will not be treated as a consumer card under the provisions of state and federal law. The Issuer will assume that all Card Transactions will be for business purposes.

THESE TERMS AND CONDITIONS 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.

As used herein:

1. “Administrator” means an employee of Company, such as a cost center manager or finance manager, designated by Company to be responsible for tracking usage of the Cards and Company’s participation in the Program.
2. “Affiliate” means an entity or entities directly or indirectly controlling, controlled by, or under common control with a party to these Terms and Conditions and “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a controlled entity, whether through the ownership of voting securities, by contract or otherwise.
3. “Agreement” means, collectively these 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.
4. “App” means the CenterCard mobile and/or web applications.
5. “Application” means the CenterCard MasterCard^® Corporate Card and Account Program Application.
6. “Card” means a debit 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.
7. “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.
8. “Card Transaction” means a transaction made using a Card.
9. “Center Information” means all proprietary information of Center used in the provision or receipt of the Services or Program, 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, or Program 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.
10. “Company“, “you” or “your” means the entity that submitted an executed Application and has been approved for use of the Services.
11. “Company Data” means, other than Resultant Data, information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Company, a Company Affiliate or any 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.
12. “Company Information” means all confidential or proprietary information and data provided to Center by Company or any User.
13. “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.
14. “Documentation” means any Program materials that Center makes generally available to its customers, either online or in electronic or hard copy format.
15. “Effective Date” has the meaning set forth in Section 9.1.
16. “Fees” has the meaning set forth in Section 4.2.
17. “Issuer” and “Issuing Bank” means the financial institution that issues the Cards. Solely for purposes of these Terms and Conditions, Issuer also refers to Comdata Inc.
18. “License” has the meaning set forth in Section 2.4.
19. “Password(s)” means the confidential passwords or other means that allows User(s) to access and use the Software and Services.
20. “Privacy Policy” means the Center Privacy Policy posted to the Site, as such policy may be updated or amended from time to time.
21. “Program” means the Services, and the Cards, Software and System used to provide such Services.
22. “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.
23. “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 and Conditions that are provided, either directly or on a pass-through basis, by Third Party Providers.
24. “Services Fees” has meaning given in Section 4.2.
25. “Site” means the website maintained by Center at com, or other URL designated by Center from time to time.
26. “Software” means the CenterCard mobile application(s), the cloud software, and the web-based software that support the provision of expense visibility and controls and related services, and any Updates provided pursuant to the Agreement.
27. “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.
28. “Term” has the meaning set forth in Section 9.1.
29. “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.
30. “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.
31. “Updates” means any modifications, updates, enhancements, corrections or new versions of the Software and Documentation that Center generally provides to its customers free of charge.
32. “User” means any employees, Administrators, Company Affiliates, contractors, agents or other individuals authorized by Company to use the Services or Cards on Company’s behalf pursuant to the Program and the Agreement.
33. The Services.

2.1       Services. During the term of this Agreement, we will provide you with the Services, which Services will assist you to automate the management of your corporate spend management 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.

2.2       Application and Card Issuance. You will need to complete and submit an Application and be approved for participation in the Program. Your use of the Services and participation in the Program is conditioned on your and your Users compliance with the Agreement. Card transactions may use a credit line assigned to the Company or draw from a prefunded account held at Issuer (“Prefunded Card”) or other method arranged between you and the Issuer.

2.3       Services Modifications. Subject to and conditioned on your and your Users’ compliance with the Agreement, during the Term, we shall use commercially reasonable efforts to provide the Services to you and your Users in accordance with the terms and conditions of the Agreement. We reserve the right, in our sole discretion, to make any changes, amendments, modifications or Updates to the Software, System or Services, or any portion thereof, that we deem necessary or useful to:

1. maintain or enhance the:
2. quality or delivery of the Services,
3. competitive strength of or market for the Services,
4. cost efficiency or performance of the Services, or
5. update or otherwise modify the Services; or
6. comply with applicable law.

The Services, Software or System 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 System on a pass-through, AS IS, AS AVAILABLE basis, without any warranty of any kind, express, implied, statutory or otherwise. Certain Services or 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 the Agreement by this reference.

In order to use the payment functionality of our App, you must open a “Dwolla Account” provided by Dwolla, Inc. (“Dwolla”) and you must accept the Dwolla Terms of Service and Privacy Policy. 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. The Dwolla services may only be used for reimbursable business expenses and not for any personal goods and services. You must be at least 18 years old to create a Dwolla Account or of the other age of majority in your state of residence. By your agreement to these Terms of Use, you authorize us to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, 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 App, 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. The service and Dwolla Account provided by Dwolla constitute part of the “Services” provided under this Agreement.

2.4       License Grant. Subject to the terms and conditions of the Agreement, we hereby grant to you to a limited, non-exclusive, non-transferable, non-sublicensable, right and license to access and use (including without limitation via remote access) the CenterCard Spend Management Services, Software, System, and Documentation, solely in connection with the Program, and solely by Users (“License”). The License will commence on the earlier of (a) the Effective Date of the Agreement or (b) when you or your Users are granted access to the Services, and will continue until terminated in accordance with Section 9 (Term; Termination). We may provide Company Data and Company Information to Third Party Providers whose Services you request access to through our System to assist such Third Party Providers in their provision of services to you.

2.5       CenterCard Spend Management Services Support. We provide support services for the Services during our regular support hours (currently 7am-7pm Central Time, Monday through Friday for application and administrative support (excluding U.S. federal holidays) and currently 24 hour support, 7 days per week for cardholder support). You may contact us for support at support@getcenter.com or on our Site at https://getcenter.com/support. We may provide training classes for the CenterCard Spend Management Services from time to time in our discretion. When Cards are distributed to Users, it will include a copy of the Card Account Agreement and any other materials that we specify.

2.6       Customization. Nothing herein obligates us to make any customization to the Services for you. Any such customization services shall be mutually agreed by the parties under a separate written agreement.

3. Your Use of the Services and Participation in the Program.

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 (as defined below) that are due under your Card Account Agreement. See Section 4 for more details. You are responsible for resolving all disputes with Users regarding amounts credited or debited to any Card account.

3.2       Equipment and System; Implementation and Testing; and Company Data and Company Information. To be eligible to use the Services, 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 Services and Program;
• 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 Services and Program and backup of all Company Data and Company Information related to your use of the Services and Program.

3.3       Restrictions on Use of Services and Cards. You agree to use the Services solely for your own internal business purposes. You and your Users 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 or Program 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 Program or the data contained therein; or (i) attempt to gain unauthorized access to the Services or Program.

You agree that you and your Users will: (i) use the Cards 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; (iv) promptly notify us and Issuer (in accordance with the Card Account Agreement) of any loss or theft of the Card; (v) promptly notify us and Issuer (in accordance with the Card Account Agreement) of the loss, theft, or unauthorized disclosure of the PIN or password used to access the Services; (vi) not use the Card for payroll expenses; and (vii) use the Card only as permitted by the Agreement and the Card Account Agreement. The Card may not be accepted by certain merchants whose goods or services are not legal for minors. The Issuer may refuse to process any Card Transaction that it believes violates the terms of the Card Account Agreement or the Agreement.

We may, but are not required to, provide the ability to prevent or restrict usage of Cards for purchases based on merchant category Codes (“MCCs”) that you request. Neither we nor the Issuer will be liable for transactions declined or approved contrary to your request. MCC restriction capabilities are limited to the extent accurate MCC data regarding the transaction authorization request is received and the accurate designation of such MCC by a card network and merchant. MCC designation is determined by the card network and the merchant.

You agree to establish, implement and maintain policies and procedures designed to ensure that Users comply with this Section 3.3, the Card Account Agreement and the Terms of Use applicable to Users. If you or any User fail to comply with the restrictions on use contained in this Section 3.3, the Card Account Agreement or the Agreement, we reserve the right to (a) immediately terminate or suspend the Agreement, and/or (b) immediately disable or suspend any unauthorized use of the App, Services, Cards or Program.

3.4       Account Limitations. Cards will be issued and activated in accordance with the Card Account Agreement. In addition to any limitations specified in the Card Account Agreement, we or Issuer 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 under the credit terms with Issuing Bank and Cards at any time.

3.5       Managing Accounts. Through the Site, your Administrator will be able to view, export and print Card Transaction activity for all Cards.

3.6       Users. You are solely responsible for the selection of Users and for all User permission levels, including the addition and removal of all User permissions. You agree to notify all Users of, and agree to be liable for each User’s compliance with, the terms and conditions of the Agreement, the Card Account Agreement and the Terms of Use. You agree to use commercially reasonable efforts to prevent unauthorized access to or use of the Services and Program 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 Users in connection with the Agreement. Any failure by you, your Affiliates or any User to comply with the terms and conditions applicable to you in the Agreement or the Card Account Agreement will constitute a material breach of the Agreement by you. Any failure by any User to comply with the terms and conditions of the Card Account Agreement will constitute a material breach of the Agreement by you. Upon our request, you will provide a list of all original and any additional User names, addresses, e-mail addresses, telephone numbers and contact personnel. You will promptly provide any additional or updated User information as we or the Issuing Bank may request from time to time.

Under your separate Card Account Agreement, you are solely responsible and liable for all Card Transactions and Cardholder Fees (defined below) made or incurred by any individuals given access to Cards even if they are not the person associated with or named on the Card. Center, Issuer or our service providers may deny or reverse Card Transactions for any reason. We are not responsible for any losses, damages, or harm caused by a Card Transaction that is denied, reversed or otherwise unauthorized. Any disputes, requests for reimbursement against unauthorized use, and processes governing disputes and requests for reimbursements for unauthorized use are governed by Your Card Account Agreement and Cardholder Agreements of Your Users.  Any reimbursement provided by Center is limited to the extent set forth in Section 2.8 of our Terms of Use.  Your Affiliates may be required to submit a separate Application before we will grant access to the Services to such Affiliate(s).

3.7       Passwords. You and each of your Users are responsible for all use of, and maintaining the confidentiality of, its Password(s) and for all activities of any person or entity that occur under any Password. Sharing of Passwords, Company Data and Company Information is at your and each User’s own risk.

3.8       Electronic Communications and Notices. You agree to receive all notices and communications from us electronically as set forth in Section 12.3 below. You also agree to notify us electronically at the email addresses set forth in these Terms and Conditions.

3.9       License Grant to Center. You, for yourself and on behalf and with the authority of all Users, grant to us a non-exclusive license during the Term to use, reproduce, modify, store, perform, publish, display and distribute to you and Users the Company Data and the Company Information and otherwise use Company Data and Company Information in connection with providing the Services.

3.10      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.

4. Fees; Expenses; Payments.

4.1       Cardholder Fees. The fees that apply to your use of the Cards (as opposed to the Fees for the Program) are set forth or referenced in your separate Card Account Agreement (“Cardholder Fees”). Transaction histories that include your Cardholder Fees are available on our Site and on the CenterCard App.

4.1.2     Statements. Statements are available on our Site and on the CenterCard App the day after the billing cycle is complete.

4.2       Services Fees. We currently provide the CenterCard® Spend Management Services at no charge. If in the future we decide to charge any such fees, we will disclose those fees to you in advance for such purpose. Those fees will not become effective until thirty (30) days after we provide you with reasonable notice, whether by email, or direct telephone contact to your finance manager or similar designated contact person, or other reasonable means and you use the CenterCard Spend Management Services after such date. We may charge fees for other Services such as implementation services, integrations, third party services, or other services (collectively with any fees for CenterCard Spend Management Services fees, “Services Fees” or “Fees”). We will use commercially reasonable efforts to communicate these Fees to you prior to providing the Service to you. You agree that we may also charge you, and Service Fees will include as applicable, fees you incur for Services provided by Third Party Providers to the extent we have contracted with such Third Party Providers to charge and collect such Fees from you. You also agree that we may share and exchange information about you and your use of the Services as necessary to charge and collect such Fees. For Third Party Providers that you must pay directly, we have no obligation for such fees or charges and you are solely responsible for such payments. If you have any questions about bills received or payments owed or made to Third Party Providers you must contact them directly.

4.3       Invoices; Payments. All Services Fees will be paid with a CenterCard® Card issued to you or your Administrator which you must enter into our secure billing system (“Card on File”). You agree to maintain a sufficient balance on your Card on File to cover anticipated monthly Fees. You agree that we may initiate a charge to your Card on File monthly and as otherwise required for all Fees then owed under these Terms and Conditions. Should you fail to make a payment on a timely basis, or if your Card on File is not in good standing or has insufficient credit remaining, you hereby authorize us to initiate a payment of Fees via ACH from your bank account that you will designate for this purpose upon our request. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. We may, but will not be required to, accept payments made by other credit card, debit card, wire transfer or ACH from another bank account, unless otherwise provided in a SOW. We reserve the right to charge a fee for any of the foregoing payment methods, subject to applicable law. Some Third Party Providers and other third parties we support with our System may appears as the “merchant of record” on your Card statement.

4.4       Late Payment; Set Off. If you fail to make any payment when due then, in addition to all other remedies that may be available and to the extent allowed by applicable law:

• if you have not cured the shortfall within 10 days, we may charge a late fee of 5 percent of the past due amount to the extent permitted under applicable law;
• you shall reimburse us for all reasonable costs we incur in collecting any late payments or interest, including attorneys’ fees, court costs and collection agency fees; and
• if such failure continues for thirty (30) days following written notice thereof, we may suspend performance of the Services provided under the Agreement until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to you or any other person by reason of such suspension.

4.5       Fines, Penalties and Expenses. You agree to pay all fines, penalties and fees imposed on us by Issuers, regulators, or government agencies for your breach or violation of the Agreement or the Card Account Agreement that results in damages to us.

4.6       Taxes. All Fees and other amounts payable by you under the Agreement are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on our income.

5. Representations and Warranties. You represent and warrant to us that: (a) Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (b) Company has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under the Agreement; (c) the Agreement will constitute the legal, valid and binding obligation of Company, enforceable against Company in accordance with its terms; (d) all information provided by Company to Center or Issuer is true, correct and complete; and (e) Cards will only be used for business purposes.
6. Disclaimer of Warranties by Center. THE CENTER INFORMATION, SERVICES, SOFTWARE, DOCUMENTATION, SYSTEM AND PROGRAM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, STATUTORY, IMPLIED, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.

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. Confidential Information.

7.1       Center 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 Users with respect to Center Information.

7.2       Confidentiality. 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 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 12.3 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.

7.3       Feedback. You or a User may from time to time provide suggestions, comments or other feedback (“Feedback”) to us with respect to the Services or Program. All such Feedback will be treated as Confidential Information of Center and Center will own and be free to use, implement and otherwise exploit the Feedback without restriction or obligation to you or any User.

7.4       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 and Conditions, 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.

8. 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 Company Data and the Company Information and all legally protectable elements or derivative works thereof.
9. Term; Termination.

9.1       Term. If your Application is approved, the Agreement is effective when you submit an Application or use the Service (the “Effective Date”). The term of the Agreement will commence on the issuance of the initial Card and, unless terminated earlier pursuant to any of the Agreement’s express provisions, will continue for one (1) year (the “Initial Term”). Following the Initial Term, the Agreement will automatically renew for additional successive term(s) of one (1) year each unless earlier terminated pursuant to the Agreement’s express provisions or either party gives the other party written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term (each a “Renewal Term” and, collectively, together with the Initial Term, the “Term”).

9.2       Termination. Either party may terminate the Agreement at any time if the other party (a) materially breaches any provision of the Agreement and fails to cure such material breach, if capable of cure, within thirty (30) days of written notice describing such breach; or (b) becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, reorganization, or receivership, or a trustee, receiver, or liquidator is appointed for the other party or a substantial part of its assets, or if the other party becomes insolvent, unable to pay its debts as they become due, or makes an assignment for the benefit of its creditors. We may suspend or terminate access to the Services or your Card account(s) if we believe you have breached or otherwise violated the Agreement or if required by the Issuer. We may terminate or suspend the Agreement immediately upon notice to you if our agreement with the Issuing Bank is terminated or suspended, or as otherwise set forth in the Agreement. We may terminate the Agreement upon written notice to Company if our agreement with Issuer is terminated.

9.3       Effect of Termination. Upon expiration or termination of the Agreement, the Services, a Program or any applicable License for any reason: (a) we may disable all User accounts and cease providing and have no further obligation to provide the Services or Program to you or any User; (b) all rights and licenses granted hereunder will terminate; (c) you will, and will cause all Users to, stop using the Services and Program; (d) all Cards will be terminated and we will instruct the Issuing Bank to return any unused funds from the Cards to you following the payment of all Fees and other amounts that are owed to us; (e) you will promptly return or destroy all copies of Center’s Confidential Information in your possession or control; (f) we may retain Resultant Data and any data required by law to be retained; and (g) the parties’ rights and obligations under Sections 3, 4, 6, 7, 8, 9.3, 10, 11 and 12 survive such expiration or termination. During the ninety (90) day period following the expiration or termination of the Agreement, the Services, or a Program, you may request Company Data maintained by us, the content and format of which will be determined by us in our sole discretion.

10. Limitation of Liability.

10.1      Limitation of Liability. IN NO EVENT WILL THE CUMULATIVE LIABILITY OF CENTER, ITS AFFILIATES, ITS THIRD PARTY PROVIDERS, SERVICE PROVIDERS AND LICENSORS FOR CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR THE PROVISION OR RECEIPT OF ANY OF THE SPEND MANAGEMENT SERVICES EXCEED TWO THOUSAND FIVE HUNDRED DOLLARS ($2500), HOWEVER SUCH LIABILITY IS CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

10.2      Consequential Damages. UNDER NO CIRCUMSTANCES WILL CENTER OR ITS AFFILIATES, THIRD PARTY PROVIDERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, 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, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

10.3      Force Majeure. CENTER, ITS 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 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.

10.4      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.

11. Indemnification. You agree to indemnify, defend and hold harmless Center, its Affiliates, its service providers and licensors and each of their respective officers, directors, employees and agents from and against all claims, demands, causes of action, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) (collectively, Claims) by any third party arising out of (a) any material breach of the Agreement by Company or any Company Affiliate or User; (b) the negligent or willful acts or omissions of Company or any Company Affiliate or User; (c) any breach of confidentiality by Company or any Company Affiliate or User; or (d) 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. 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.
12. General.

12.1      Assignment. You shall not assign or delegate your rights or obligations under the Agreement 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 the Agreement. Any purported assignment, delegation or transfer in violation of this Section 12.1 is void. We may assign, delegate or otherwise transfer our rights or obligations under this Agreement in our sole discretion. The Agreement will be binding upon and inure to the benefit of the parties, their successors and assigns.

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

12.3      Notices. We may send any notice under this Agreement 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

All notices given under this Section 12.3 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.

12.4      Governing Law; Jurisdiction; Arbitration.

12.4.1   Governing Law. You and we agree that this Agreement will be governed by and construed in accordance with the internal laws of the State of Washington, without regard to its conflicts of laws provisions. You acknowledge that we are headquartered in the State of Washington and that this Agreement is entered into by you and us in the State of Washington.

12.4.2   Claims Subject to Arbitration. Any dispute, controversy or claim arising out of or relating to the Agreement or the breach, termination or validity of the Agreement will be submitted to arbitration as prescribed in this Section 12.4.2. Any arbitration related to the Agreement will be governed by and construed in accordance with the provisions of Section 12.4.1 above.

12.4.2.1            Agreement to Arbitrate. You and we agree that upon the election of either of us, any claims or disputes (as defined below) will be resolved by binding arbitration as discussed below, and not through litigation in any court (except for matters in small claims court). This arbitration agreement is entered into pursuant to the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”). BY AGREEING TO ARBITRATE, YOU AND WE ARE WAIVING THE RIGHT TO HAVE OUR DISPUTE HEARD BEFORE A JUDGE OR JURY, OR OTHERWISE TO BE DECIDED BY A COURT OR GOVERNMENT TRIBUNAL, AND YOU AND WE ARE ALSO WAIVING ANY ABILITY TO ASSERT OR PARTICIPATE IN A CLASS, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING, WHETHER IN COURT OR IN ARBITRATION. ALL DISPUTES, EXCEPT AS STATED BELOW, MUST BE RESOLVED BY BINDING ARBITRATION WHEN EITHER YOU OR WE REQUEST IT.

12.4.2.2            Claims Subject to Arbitration. Claims or disputes between you and us arising out of or related to these Terms and Conditions or your Spend Management Services, transactions involving your Spend Management Services, and any related service or agreement with us are subject to arbitration. Any claims or disputes arising from or relating to this agreement, any prior account agreement between us, or the advertising, the application for, or the denial, approval or establishment of your account are included. Claims or disputes are subject to arbitration, regardless of what theory they are based on or whether they seek legal or equitable remedies. Arbitration applies to any and all such claims or disputes, whether they arose in the past, may currently exist or may arise in the future. All such claims or disputes are referred to in this section as “Claims.” The only exception to arbitration of Claims is that both you and we have the right to pursue a Claim in a small claims court instead of arbitration, if the Claim is in that court’s jurisdiction and proceeds on an individual basis.

12.4.2.3            Arbitral Forum and Rules. You agree to arbitration before a single arbitrator who is an attorney and who is knowledgeable and experienced in matters of credit card-related services appointed by Judicial Arbitration and Mediation Services (“JAMS”) upon demand by any party to these Terms and Conditions and in accordance with JAMS’ Comprehensive Arbitration Rules and Procedures. Such arbitrator will conduct the arbitration in accordance with JAMS rules and procedures, unless otherwise provided herein. The arbitration will be conducted in Bellevue, Washington except as otherwise required under the JAMS Rules or applicable law. The arbitrator’s decision and award will be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereon. Any duty to arbitrate under these Terms and Conditions will remain in effect and enforceable after termination of these Terms and Conditions for any reason. Because both parties to the Agreement have been represented by legal counsel, and the parties have had the opportunity to negotiate individual provisions of the Agreement, the arbitrator will not construe any ambiguity that may exist in the Agreement in favor of or against either party. For the purposes of enforcement of any award, the parties both irrevocably consent to jurisdiction and venue in the courts of the State of Washington.

12.4.2.4            Fees. Each party shall pay its own arbitration fees in accordance with the JAMS Rules. Each party shall bear the expense of its own attorneys’ fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.

12.4.2.5            Survival, Conflict, Severance. This arbitration provision will survive the termination of any agreement you have with Center and any bankruptcy. In the event of any conflict or inconsistency between this arbitration provision, on the one hand, and the administrator’s rules or this Agreement, on the other hand, this arbitration provision will govern. If any part of this arbitration provision is found to be invalid or unenforceable, then that specific part shall be severed, and the rest of this arbitration provision will continue in full force and effect.

12.5      Use of Marks. 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.

12.6      Audit. You agree that Center, Issuing Bank, and regulatory authorities which have jurisdiction over Issuing Bank or Center shall have the right to audit and inspect your books and records related to your use of the Services or Program and your performance of your obligations with respect thereto, including, but not limited to access to Cardholder spend data, Company Data, Company account data and any marketing materials utilized by the Company related to the Program.

12.7      Notification of Communication from Regulatory Authorities. In the event a communication from a governmental authority regarding the Program is received by the Company: (1) the Company shall promptly, and in no event later than 48 hours, notify Center; (2) Center shall commence a review of the communication and create a response to the communication and/or arrange a conference with the governmental authority from which such communication was received, subject to Company’s ongoing cooperation; and, (3) Center shall design and execute an action plan in response to the communication and/or as a result of communications or discussions with the governmental authority and provide Company with ongoing status reports in connection with the same. Such action plan may include, if commercially reasonable, modifications to the Program. Company also agrees to cooperate should Center receive a communication from a governmental authority regarding the Program.

12.8      Waiver. The 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.

12.9      Severability. If any provision of the Agreement 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 the Agreement will continue in full force and effect.

12.10    Compliance with Laws. Each party will comply with all applicable federal, state and local laws, rules, orders and regulations and will obtain and maintain at its expense all permits, licenses and government registrations and requirements necessary or appropriate to perform hereunder and will, at its own expense, make all filings with governmental authorities required by applicable law.

12.11    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.

12.12    Entire Agreement. The Agreement, which consists of these Terms and Conditions, and our Privacy Policy, as each may be updated or amended from time to time, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersede all prior or contemporaneous proposals, communications and understandings, written or oral. In the event of a conflict between these Terms and Conditions and the terms and conditions in any other document making up part of the Agreement, these Terms and Conditions will control.

 

 

 

Terms of Use

CenterCard® Spend Management Services Terms of Use

Last Updated Date: 7/15/2024

These CenterCard® Spend Management Services Terms of Use (“Terms of Use”) govern your use of the card spend management and other services provided to you (“User”, “you” or “your”) for use (“Services”) pursuant to and subject to the CenterCard Spend Management Services Agreement (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 credit card (“Card”) for your business use (“Company”). The Card is issued by a financial institution who has contracted with Center for that purpose (“Issuing Bank”). Your use of the Card is covered by your cardholder agreement for the Card with the Issuing Bank (“Cardholder Agreement”).

By downloading the CenterCard® mobile application or using our web application (each referred to individually herein as “App” and collectively as “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 “Last Updated Date” referenced in these Terms of Use. Your continued use of the App or Services after the “Last Updated Date” will constitute your acceptance of and agreement to such updates. If you do not agree to these Terms of Use, or updates to these Terms of Use, do not use the App or 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 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 herein the following terms have the meanings given below:
2. “Administrator” means an employee of Company, such as a cost center manager or finance manager, designated by Company to be responsible for tracking usage of the CenterCard® credit cards by Company employees.
3. “Affiliate” means an entity or entities directly or indirectly controlling, controlled by, or under common control with a party to these Terms of Use and “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a controlled entity, whether through the ownership of voting securities, by contract or otherwise.
4. “Card” means a debit 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.
5. “Card Transaction” means a transaction made using a Card.
6. “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.
7. “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.
8. “Documentation” means any materials that Center makes generally available to its Users, either online or in electronic or hard copy format.
9. “License” has the meaning set forth in Section 2.4.
10. “Password(s)” means the confidential passwords or other means that allows User(s) to access and use the Software.
11. “Privacy Policy” means the Center Privacy Policy posted to the Site, as such policy may be updated or amended from time to time.
12. “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” “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.
13. “Site” means the website maintained by Center at getcenter.com, or other URL designated by Center from time to time
14. “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.
15. “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.
16. “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.
17. “Updates” means any modifications, updates, enhancements, corrections or new versions of the Software that Center generally provides to its customers free of charge.
18. The Services.

2.1       Services. The 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. The Services also include third party services Company has requested be included in the Services. 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.

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       License Grant. Subject to your strict compliance with these Terms of Use, we hereby grant to you to a limited, non-exclusive, non-transferable, non-sublicensable right and license to access and use (including without limitation via remote access) solely for Company’s internal business purposes in connection with the CenterCard Spend Management Services, Software, System, and Documentation solely 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 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 to receive the Services in its discretion; (c) our termination of your use of or access to the Services in our discretion; or (d) your breach of the Cardholder Agreement or the termination of your right to use the Card by Issuing Bank in its discretion. We may provide Company Data and Company Information to Third Party Providers whose Services you request access to through our System to assist such Third Party Providers in their provision of services to you.

2.5       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.

2.6       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.

2.7       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.

2.8       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 2.8 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.

2.9       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.

2.10      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.

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

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

2.13      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 or from our Affiliates, or from our agents or contractors on our behalf, 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.

2.14      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.

2.15      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. Representations and Warranties. By activating the Card or by retaining, using or authorizing the use of the Card, you represent and warrant to us that: (a) you are at least 18 years of age (or older if you reside in a state where the majority age is older); (b) you have provided us with a verifiable street address (not a P.O. Box); (c) the personal information that you provide to us, Company or Issuing Bank in connection with the Card is true, correct and complete; (d) you received a copy of these Terms of Use and the Cardholder Agreement and agree to be bound by and to comply with such terms; (e) you accept the Card; and (f) the Card will only be used for business purposes.
4. Disclaimer of Warranties by Center. THE CENTER INFORMATION, SERVICES, SOFTWARE, DOCUMENTATION, AND SYSTEM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, STATUTORY, IMPLIED, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.

NEITHER CENTER NOR ANY OF ITS AFFILIATES OR THIRD PARTY PROVIDERS, OR ANY OF ITS OR THEIR RESPECTIVE AGENTS, LICENSORS OR SERVICE PROVIDERS MAKES ANY WARRANTY WITH RESPECT TO ANY THIRD-PARTY SOFTWARE, PRODUCTS OR SERVICES USED IN CONNECTION WITH THE 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, OR SYSTEM. WITHOUT LIMITING THE FOREGOING, NEITHER CENTER NOR ANYONE ASSOCIATED WITH CENTER REPRESENTS OR WARRANTS THAT THE SERVICES, SOFTWARE, OR SYSTEM OR ANY ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES, SOFTWARE, OR SYSTEM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES, SOFTWARE, OR SYSTEM OR ANY ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET OUR USERS’ NEEDS OR EXPECTATIONS.

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

5. Confidential Information.

5.1       Center 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.

5.2       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. If you are compelled by law to disclose our Confidential Information, you will provide us with prior notice of such compelled disclosure and reasonable assistance 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.

5.3       Feedback. You may from time to time provide suggestions, comments or other feedback (“Feedback”) to us with respect to the Services. All such Feedback will be treated as Confidential Information of Center and Center will own and be free to use, implement and otherwise exploit the Feedback without restriction or obligation to you or any User.

5.4       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.

6. Intellectual Property Rights. You acknowledge that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under these Terms of Use, or any other rights to the Software other than to use the Software in accordance with the license granted under these Terms of Use, subject to all terms, conditions, and restrictions. We and our licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Software and all intellectual property rights arising out of or relating to the Software, subject to the license expressly granted to Company in the Agreement. You shall safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.
7. Term; Termination.

7.1       Term. 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.

7.2       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. Sections 2, 3, 4, 5, 6, 7, 8 and 9 and any other sections of these Terms of Use giving rise to the parties’ rights or obligations will survive termination or expiration of these Terms of Use.

8. Limitation of Liability.

8.1       Limitation of Liability. IN NO EVENT WILL CENTER OR ITS AFFILIATES OR THIRD PARTY PROVIDERS, OR ANY OF ITS OR THEIR RESPECTIVE AGENTS, LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE OR SERVICES. YOU ARE PROVIDED THE SOFTWARE AND SERVICES PURSUANT TO THE AGREEMENT BETWEEN CENTER AND COMPANY, SOLELY FOR THE BENEFIT OF COMPANY AND AT COMPANY’S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY CENTER OR ITS AFFILIATES OR THIRD PARTY PROVIDERS, OR ANY OF ITS OR THEIR AGENTS, SERVICE PROVIDERS OR LICENSORS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SOFTWARE OR SERVICES SHALL BE SOLELY TO COMPANY PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

8.2       Consequential Damages. UNDER NO CIRCUMSTANCES WILL CENTER OR ITS AFFILIATES OR THIRD PARTY PROVIDERS, OR ITS OR THEIR AGENTS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY TYPE OF INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS OR SERVICES, 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, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

8.3       Force Majeure. NEITHER CENTER NOR ANY OF ITS AFFILIATES NOR THIRD PARTY PROVIDERS, OR ITS OR THEIR AGENTS, SERVICE PROVIDERS OR LICENSORS WILL BE LIABLE FOR OR RESPONSIBLE TO YOU FOR ANY DELAY, MISTAKE OR FAILURE TO PERFORM UNDER THESE TERMS OF USE 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.

9. General.

9.1       Assignment. You shall 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.

9.2       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.

9.3       Notices. Any notice or communication from us to you under these Terms of Use will be provided electronically and will be deemed received on: (a) the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, or (b) on the date posted to the Site. Any notice or communication from you to us under these Terms of Use will be provided to us electronically at legalnotices@getcenter.com.

9.4       Governing Law; Jurisdiction; Arbitration.

9.4.1     Governing Law. These Terms of Use will be governed by and construed in accordance with the internal laws of the State of Washington, without regard to its conflicts of laws provisions.

9.4.2     Claims Subject to Arbitration. Any dispute, controversy or claim arising out of or relating to the Agreement or the breach, termination or validity of the Agreement will be submitted to arbitration as prescribed herein. Any arbitration related to the Agreement will be governed by and construed in accordance with the provisions of Section 9.4.1 above.

You and we agree that upon the election of either of us, any claims or disputes (as defined below) will be resolved by binding arbitration as discussed below, and not through litigation in any court (except for matters in small claims court). This arbitration agreement is entered into pursuant to the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”). YOU HAVE A RIGHT TO OPT OUT OF THIS AGREEMENT TO ARBITRATE, AS DISCUSSED BELOW. UNLESS YOU OPT OUT OF ARBITRATION, YOU AND WE ARE WAIVING THE RIGHT TO HAVE OUR DISPUTE HEARD BEFORE A JUDGE OR JURY, OR OTHERWISE TO BE DECIDED BY A COURT OR GOVERNMENT TRIBUNAL, AND YOU AND WE ARE ALSO WAIVING ANY ABILITY TO ASSERT OR PARTICIPATE IN A CLASS, MASS, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING, WHETHER IN COURT OR IN ARBITRATION. ALL DISPUTES, EXCEPT AS STATED BELOW, MUST BE RESOLVED BY BINDING ARBITRATION WHEN EITHER YOU OR WE REQUEST IT.

What claims or disputes are subject to arbitration? Claims or disputes between you and us about your deposit account, transactions involving your deposit account, and any related service or agreement with us are subject to arbitration. Any claims or disputes arising from or relating to this agreement, any prior account agreement between us, or the advertising, the application for, or the denial, approval or establishment of your account are included. Claims or disputes are subject to arbitration, regardless of what theory they are based on or whether they seek legal or equitable remedies. Arbitration applies to any and all such claims or disputes, whether they arose in the past, may currently exist or may arise in the future. All such claims or disputes are referred to in this section as “Claims.” The only exception to arbitration of Claims is that both you and we have the right to pursue a Claim in a small claims court instead of arbitration, if the Claim is in that court’s jurisdiction and proceeds on an individual basis.

What arbitral forum and rules will govern the arbitration? You agree to arbitration before a single arbitrator who is an attorney and who is knowledgeable and experienced in matters of credit card-related services appointed by Judicial Arbitration and Mediation Services (“JAMS”) upon demand by any party to these Terms of Use and in accordance with JAMS’ Comprehensive Arbitration Rules and Procedures. Such arbitrator will conduct the arbitration in accordance with JAMS rules and procedures, unless otherwise provided herein. The arbitration will be conducted in Bellevue, Washington except as otherwise required under the JAMS Rules or applicable law. The arbitrator’s decision and award will be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereon. Any duty to arbitrate under these Terms of Use will remain in effect and enforceable after termination of these Terms of Use for any reason. Because both parties to the Agreement have been represented by legal counsel, and the parties have had the opportunity to negotiate individual provisions of the Agreement, the arbitrator will not construe any ambiguity that may exist in the Agreement in favor of or against either party. For the purposes of enforcement of any award, the parties both irrevocably consent to jurisdiction and venue in the courts of the State of Washington.

Fees. Each party shall pay its own arbitration fees in accordance with the JAMS Rules. Each party shall bear the expense of its own attorneys’ fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.

Can I (customer) cancel or opt out of this agreement to arbitrate? You have the right to opt out of this agreement to arbitrate if you tell us within thirty (30) days of your first use of the Card. Requests to opt out of this agreement that are made more than thirty (30) days after your first use of a Card are invalid. If you want to opt out, call email us at legalnotices@getcenter.com. Otherwise this agreement to arbitrate will apply without limitation, regardless of whether 1) your Card account is closed; 2) you pay us in full any outstanding debt you owe; or 3) you file for bankruptcy. Opting out of this agreement to arbitrate will not affect the other provisions of this agreement. If you validly opt out of this agreement to arbitrate, your decision to opt out will apply only to this arbitration agreement and not any other arbitration agreement.

9.4.3     Survival, Conflict, Severance. This arbitration provision will survive the termination of any agreement you have with Center and any bankruptcy. In the event of any conflict or inconsistency between this arbitration provision, on the one hand, and the administrator’s rules or this Agreement, on the other hand, this arbitration provision will govern. If any part of this arbitration provision is found to be invalid or unenforceable, then that specific part shall be severed, and the rest of this arbitration provision will continue in full force and effect.

9.5       Waiver. The 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.

9.6       Severability. 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.

9.7       Compliance with Laws. You agree to comply with all applicable federal, state and local laws, rules, orders and regulations.

9.8       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.

9.9       Entire Agreement. These Terms of Use constitute the entire agreement between you and Center with respect to the subject matter hereof and supersede all prior or contemporaneous proposals, communications and understandings, written or oral. 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.

 

 

 

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.

 

 

Center ID API Terms of Use

Effective Date:  March 28, 2024

This Center ID API Terms of Use (“Terms”) sets forth the terms and conditions under which Center ID (“Center”) makes available to the entity entering into these Terms with Center (“You” or “Your”) the use of this site (“Site”) to obtain certain APIs, SDKs, application data and other software and materials (“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 Yours 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:

(A) 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; AND
(B) YOU ALSO REPRESENT AND WARRANT TO CENTER THAT:

• You 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;
• the individual accepting the Terms on Your behalf is of the age of majority or older in his or her place of residence and is legally competent to agree to these Terms on Your behalf;
• 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”).
• All information that You provide to Center is true and accurate, including Your identity, Your employees’ and contractors’ identities, and other information about You; and
• You will not use the Site or Software in violation of any law, rule, ordinance, or regulation applicable to You or these Terms.

1. SITE AND SOFTWARE USE.

1.1. License; Use Limits. The Site is provided as a means for Center customers and other 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 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.

1.2. 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 user name 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.

1.3. 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.

1.4. 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.

1.5. Modifications. Center reserves 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.

1.6. 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.

2. ADDITIONAL Terms.

2.1 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.

2.2 Restrictions on Use. You 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 user; 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.

2.3 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.

2.4 Other Terms.

2.4.1 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.

2.4.2 You, and not Center, are solely responsible for the accuracy of data used in and with the Site or Software.

2.4.3 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.

3. OWNERSHIP.

3.1. 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.

3.2. 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 (defined in Section 5) 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’ movements on the Site, Software or Platform, 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 you agreement to the Privacy Policy and these Terms.

4. INDEMNIFICATION. You hereby agree to defend, indemnify, and hold harmless Center and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents, network service providers, business partners and licensors (collectively, the “Indemnified Parties”) at Your expense, from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by the Indemnified Parties arising out of or relating to (a) Your violation or breach of any term of these Terms or (b) Your use or misuse of the Site or any Software available thereon.

5. CONFIDENTIALITY. You shall maintain in strict confidence and not use or disclose to others, during or after the term of these Terms and for three (3) years after the expiration or termination of 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”).

6. ASSIGNMENT OF FEEDBACK. Center shall exclusively own and have title to all feedback, reporting, results, or any other related diagnostic or customer service information associated with Your use of the Site or Software and related materials provided by You to Center and to any modifications or derivatives of the Software made by You. You hereby irrevocably assign to Center all right, title and interest in and to the foregoing.

7. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY.
 THE SITE AND ALL SOFTWARE YOU ORDER THEREON IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES, CONDITIONS OR GUARANTEES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, WARRANTIES, CONDITIONS OR GUARANTEES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

CENTER DOES NOT REPRESENT, PROMISE, WARRANT, OR GUARANTEE THE PRIVACY OR SECURITY OF ANY TRANSMISSION OR OF ANY DATA, WHETHER AT REST OR TRANSPORTED VIA THE INTERNET, WIRELESS OR NETWORK SERVICES, OR OTHERWISE, AND YOU ACKNOWLEDGE THAT THE INTERNET AND WIRELESS AND NETWORK SERVICES AND YOUR ACCESS TO AND USE OF THE SITE AND ANY SOFTWARE ORDERED ON THE SITE IS CAPABLE OF BEING INTERCEPTED BY THIRD PARTIES WITHOUT THE KNOWLEDGE OR PERMISSION OF CENTER AND ITS LICENSORS AND SUPPLIERS. CENTER AND ITS LICENSORS AND SUPPLIERS ARE NOT AND SHALL NOT BE LIABLE TO YOU FOR ANY INTERCEPTION OR UNAUTHORIZED ACCESS TO OR USE OF SITE OR ANY SOFTWARE OR DATA SENT TO OR RECEIVED BY THE SITE, WHETHER IN TRANSMISSION OR AT REST, OR ANY LACK OF PRIVACY OR SECURITY, THROUGH USE OF THE SITE OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CENTER’S CUMULATIVE LIABILITY TO YOU UNDER THESE TERMS WILL NOT EXCEED $2,500.

8. REVISIONS TO TERMS. The Effective Date of this version of the Terms is set forth at the top of these Terms. We may revise, supplement, or otherwise amend these Terms from time to time. We will provide You with advance notice of any revision that we believe is material by sending You an email, posting a notice in the Site and/or by some other means. We will not make revisions that have a retroactive effect unless we are legally required to do so or to protect other users. Your continued use of the Site and Software after the Effective Date constitutes Your acceptance of these Terms, as amended. As of the Effective Date, the amended Terms supersede all previous versions of or agreements, notices or statements about these Terms. If You do not agree to the amended Terms, then You must immediately stop using the Site and Software.

9. TERM AND TERMINATION. These Terms will take effect on the date You click the “I HAVE READ AND ACCEPT THE Terms” button or otherwise access the Site, download or use our Software and will continue in effect unless terminated earlier pursuant to this Section. You may terminate these Terms at any time by ceasing all use of the Site and Software. Center may terminate these Terms at any time, with or without cause, by providing notice to You and/or preventing Your access to the Site or to the Software or other products or services through the Site. Upon termination of these Terms for any reason, or upon Center′s request to You, You must immediately cease accessing the Site. Notwithstanding termination or expiration of these Terms, Sections 2.2, 2.3, 3 through 7 (inclusive), 9, 10 and any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive. 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.

10. You hereby represent that neither You nor any of Your corporate affiliates or customers to whom you provide your Product is or will be a person or entity who (a) is directly or indirectly owned or controlled by any person or entity currently included on the Specially Designated Nationals and Blocked Persons List or the Consolidated Sanctions List maintained by the Office of Foreign Assets Control, US Department of the Treasury (“OFAC”) or other similar list maintained by any federal governmental entity (“Governmental Entity”) (collectively, “SDN List”), or (b) is directly or indirectly owned or controlled by any person or entity who is located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by OFAC or any other Governmental Entity. You will promptly notify us when You, any of Your corporate affiliates or any of your customers, or any of the foregoing’s directors, officers, employees, or agents becomes directly or indirectly owned or controlled by any person or entity (a) included on the then-current SDN List, or (b) located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by OFAC or any other Governmental Entity.

11. MISCELLANEOUS. By using the Site or Software, You agree, on behalf of Yourself and Your employees and contractors, to the then-current version of these Terms. Please check the Site frequently for updated Terms. If at any point You do not agree to any portion of the then-current version (as determined by the Effective Date above) of these Terms, You must immediately stop using the Site and Software. Should fees be imposed for your use of the Software, such payments will be non-refundable. The rights and remedies of Center provided in these Terms are not exclusive and are in addition to any other rights and remedies provided by law.

12. GOVERNING LAW. These Terms and your use of the Site and Software shall be governed by and construed in accordance with the internal laws of the State of Washington, without regard to conflicts of laws provisions. You acknowledge that Center is headquartered in the State of Washington and that these Terms and our Terms of Service are entered into by You and us in the State of Washington.

13. 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. WAIVER. The 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.

15. SEVERABILITY. If any provision of the 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 the Terms will continue in full force and effect.

16. ENTIRE AGREEMENT. The Terms, and any other agreements between you and Center, each may be updated or amended from time to time, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersede all prior or contemporaneous proposals, communications and understandings, written or oral. In the event of a conflict between these Terms and Conditions and the terms and conditions in any other document making up part of the Agreement, these Terms and Conditions will control.