Spending Card Terms

These Spending Card Terms are subject to the Subscription Services Agreement (together with the Order Form signed by Procurify and the Customer, the “Agreement”). All capitalized terms used here that are not defined have the meaning given to them in the Agreement.

1. Issuance of Spending Cards:

~a. Customer acknowledges and agrees that Spending Cards will be issued pursuant to the agreement between Stripe, Inc. (“Stripe”) or its subsidiaries or affiliates and the Customer, governing the Customer’s and its Users’ use of the Spending Card (the “Cardholder Agreement”). 

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~b. Customer shall, at all times, accurately describe the terms and conditions of the Spending Cards to its Users, and Customer shall be solely liable for all costs, expenses, and outcomes of descriptions of the Spending Cards other than as approved by Procurify or Stripe. Customer shall not market, advertise or promote the availability of the Spending Cards in any way that (i) is misleading or potentially misleading, or (ii) fails to clearly identify the material terms and conditions of the Spending Cards.

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~c. Customer shall only allow Spending Cards to be used in connection with the Platform and Services provided by Procurify. In no event shall Customer resell or offer Spending Cards for sale to third parties and shall ensure that its Users do not do so. 

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~d .The account holder regarding Spending Cards shall be the Customer and the Customer may authorize its Users to use the Spending Cards according to the terms of the Agreement and the Cardholder Agreement. Procurify is not responsible for the actions of Users contrary to the Agreement or the Cardholder Agreement. 

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~e. Procurify is not responsible for any personal data or personal information, as such concepts are understood under applicable privacy laws, given or used by the Customer or an authorized User in connection with the Spending Card. As between the Parties, the Customer acknowledges that Stripe is the data processor regarding Spending Cards and any processing of personal information is governed by the Cardholder Agreement. 

~f. Procurify reserves the right to deny participation or cancel any issued Spending Card should the name of the Customer or any of its Users appear on OFAC, OFSI, and FINTRAC lists, or other local, provincial, state, or federal lists of individuals being pursued by law enforcement agencies, or other such legal or risk related reasons as solely determined by Procurify.

~g. Procurify or Stripe may, according to the Agreement or the Cardholder Agreement (as applicable), impose a limit on the total active balance of a Spending Card. Procurify reserves the right to monitor such balances and may, but shall not be required to, block access to funds if the combined balance of all Spending Cards controlled by a Customer exceeds the limit set by Stripe.

~ h. Ownership of transactional information obtained by Stripe in the fulfillment of Spending Cards will be governed by the Cardholder Agreement. 

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2. User Fraud. Procurify will not hold Customer responsible for or seek to collect from Customer any loss caused by or resulting from any User’s fraud, misuse, or negative balance transactions involving the Spending Cards except to the extent such loss was caused by Customer’s breach of a representation, warranty, or covenant of the Agreement or Cardholder Agreement or if Customer (or Customer’s employees, agents or representatives) participated in, had or should have had knowledge of any deceptive, fraudulent or other illegal activity. Subject to applicable law, Customer agrees to comply with all reasonable requests made by Procurify to investigate, prevent, and recover sums due relating to any actual or suspected loss, fraud, or other improper use of any Spending Card ordered by Customer or on Customer’s behalf. Procurify reserves the right to suspend or cancel any Spending Cards (or limit features offered on Spending Cards) if it believes such Spending Cards are being used for illegal or improper purposes.

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3. Shipping Restrictions. No Spending Cards may be shipped to countries prohibited or sanctioned by the Office of Foreign Assets Control (“OFAC”) or the Financial Action Task Force (“FATF”) and/or as directed by Stripe (the “Prohibited Countries”). Customer agrees that Customer shall not, directly or indirectly, send or instruct Spending Cards to be sent outside the U.S., its territories, the District of Columbia, or Canada, unless specifically authorized for international shipment. Spending Cards may not be redeemed or used in Prohibited Countries. Customer shall only provide Procurify with U.S. shipping addresses for Spending Cards intended for use in the United States, and Canadian shipping addresses for Spending Cards intended for use in Canada.

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4. Customer Identification and Recordkeeping.
   

~ a. Customer may need to undergo customer identification (also known as know-your-customer rules or “KYC”) to use Spending Cards.  KYC is performed by Procurify or Stripe.  Customer shall provide Procurify or Stripe, as directed, the name, address, tax identification number and other information necessary to reasonably verify Customer’s identity for performance of KYC, OFAC/OFSI screenings, and any other compliance activities, prior to, at the time of account set up, or upon request.  Accounts shall not be available to place orders for Spending Cards without the collection of and verification of the necessary Customer identification data.

~b. Procurify or Stripe may request, and Customer shall provide, additional information regarding a Spending Card and any User using such Spending Card under certain circumstances, including without limitation situations where a Spending Card is issued in an amount in excess of $10,000.00.  If Procurify or Stripe, as applicable, requests such additional cardholder identifying information (“CII”) regarding the User or Customer, the use of the CII will be governed by applicable law and the Cardholder Agreement.

5. Anti-Money Laundering Disclosure.  To help governments fight the funding of terrorism and money laundering activities, certain regulations require financial institutions and their third parties to obtain, verify, and record information that identifies each person or company who opens an account. If the Customer requests that Procurify provide a Spending Card that requires a financial institution, including Stripe, to establish accounts for the Customer or its Users, that financial institution may require the Customer’s business name, address, federal tax ID, and other information that will allow the financial institution to identify the Customer.  In some cases, the Customer may be required to provide identifying business documents.  The Customer acknowledges and agrees that if the Customer does not provide such information or documents to the financial institution, including Stripe, Procurify will not have any obligation to offer the Customer a Spending Card.
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6. Cash Back. 

~a. The following terms have the meaning given to such terms below:

~~i. “Cashback Account” means the nominal account Procurify maintains for crediting and debiting Cash Back Credits earned in connection with the Program.

~~ii. “Cash Back Credit” means a certain percentage of Net Purchases made through the Spending Card that is earned back during the annual period of the Term or any Renewal Term.

~~iii. “Net Purchases” means all purchases made through a Spending Card less returns (but excluding any purchases of Procurify Services).

~~iv. “Program” means the Spending Card program that allows the Customer to earn Cash Back Credits through the use of a Spending Card.

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~b. All Spending Cards are eligible to participate in the Program, subject to any restrictions stated on the applicable Order Form regarding the Services between Procurify and the Customer or in the Cardholder Agreement.

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~c. The Program is an annual program, meaning that Cash Back Credit is accumulated each month on Net Purchases, beginning as soon as the Spending Card is open and up to the anniversary date of the Term or any Renewal Term. Cash Back Credits may be reversed from time to time to reflect Net Purchases.

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~d. Cash Back Credit cannot be earned, and will not be credited, if the Customer’s Account is not in good standing under the Agreement or the Cardholder Agreement.

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~e. Cash Back Credit is calculated on the dollar amount of Net Purchases. For the purpose of calculating Cash Back Credit, Net Purchase amounts will be rounded up to the nearest cent. The Cash Back Credit will be calculated on the basis of a percentage Cash Back Credit of the dollar value of Net Purchases charged to the Spending Card during an annual period. The applicable percentage basis will be indicated on the Order Form. 

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~f. Cash Back Credit may only be applied toward the Fees owed to Procurify by the Customer for the Services regarding the next successive Renewal Term following the annual period in which the Cash Back Credit was earned. Cash Back Credits are not redeemable for cash and are forfeit if the Customer does not renew its use of the Services into the next successive Renewal Term as set out in this subsection (f). 

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~g. The Program is only available to Customers domiciled in the United States.

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~h. The Program terms and conditions are subject to change without notice.