The Stripe Corporate Card is a business charge card issued under the Stripe Corporate Card Program. The Stripe Corporate Card is issued by Celtic Bank (“Issuer”), and the Stripe Corporate Card Program is managed by Stripe. This Stripe Corporate Card Program Account Agreement (“Agreement”) sets out the terms under which you may participate in the Stripe Corporate Card Program and use Stripe Corporate Cards.

This Agreement is among you, Stripe, and Issuer. As used in this Agreement, “we”, “us” or “our” refers to Stripe and Issuer. Unless otherwise indicated, “you” and “your” refers to the entity that has applied for, qualified for, and established with us a Program Account and one or more Card Account(s). This Program is provided in connection with other products and services offered to you by Stripe pursuant to the Stripe Services Agreement between Stripe and you (the “Stripe Services Agreement”). Capitalized terms used in this Agreement and not otherwise defined (either in-line or by hyperlink) have the same meaning as in the Stripe Services Agreement. By accepting this Agreement or using Program Services, you consent to electronic communications as provided for in the E-SIGN Disclosure.

Subject to this Agreement, you may authorize employees and other persons to use the Stripe Corporate Cards to make business-purposes purchases and other Transactions on your behalf (“Authorized Users”). You must appoint a person to manage your participation in the Stripe Corporate Card Program (an “Administrator”), including managing how Authorized Users may use Stripe Corporate Cards.

This Agreement is organized into several sections:

• Sections 1 and 2 govern Account opening and your use and management of the Stripe Corporate Card Program. Sections 1 and 2 apply to you.
• Section 3 governs Authorized Users’ use of Stripe Corporate Cards. You must ensure your Authorized Users accept and comply with the terms of Section 3.
• Sections 4 through 12 are general terms governing your use of the Stripe Corporate Card Program. Sections 4 through 12 apply both to you and to your Authorized Users. You are responsible and liable for you and your Authorized Users’ compliance with Sections 5 through 12.
• Section 13 provides definitions of the capitalized terms used throughout this Agreement.

1. Opening an Account.

1.1 Information about You. You represent that you are a commercial business enterprise organized in the U.S., and you agree that your Accounts are and will be for your business purposes only. To help the government fight the funding of terrorism and money laundering activities, U.S. federal law requires us to obtain, verify, and record information that identifies each person that opens an Account. To comply with this requirement, you must provide information identifying your company and its Principal Owners and other information required by us in connection with opening and establishing your Accounts, and you agree to keep such information current and notify us of any changes to the Principal Owners. You represent and agree that you, your Principal Owners, your Authorized Users, and your employees are not currently and will not become subject to a U.S. Office of Foreign Asset Control (“OFAC”) list, or any law, regulation, or other list of any government agency that prohibits or limits us from providing Accounts or Cards to you or from otherwise conducting business with you.

1.2 Information about Your Financial Account(s). In order to determine and monitor your qualification to maintain your Accounts, we require the ability to view and verify the account information of one or more asset or other business accounts in your name at a U.S. bank (“Financial Account”). When you open an Account, you must authorize and direct our partner (”Bank Connection Partner”), as may be re-designated by us from time to time, to retrieve your Financial Account information and provide it to us at any time upon request for as long as you hold an Account. Should we exercise our right to re-designate a new third party to serve as our Bank Connection Partner, you acknowledge and agree that you may be required to provide such authorization to our newly designated Bank Connection Partner. If your authorization and direction to our Bank Connection Partner is withdrawn, becomes outdated, or otherwise requires renewal or verification, we may suspend all Charge activity on your Accounts until you provide a valid, verifiable authorization and direction to our Bank Connection Partner. We may waive the requirement to provide an authorization and direction to our Bank Partner in our sole discretion; however, if we waive the requirement, we may (a) revoke this waiver at any time, and/or (b) require you periodically to produce proof of your assets or financial condition that is reasonably satisfactory to us.

1.3 Information about Us. Issuer is a Utah-chartered, FDIC-insured bank located in Salt Lake City, UT, and is a principal issuing member of the Card Networks. Issuer is the creditor responsible for establishing your Accounts and funding your Charges. Stripe is the program manager responsible for managing and servicing your Accounts on behalf of Issuer.

2. Using and Managing the Stripe Corporate Card Program.

2.1 Cards, Card Accounts, and the Program Account. Cards are issued and provided by Issuer for your Authorized Users to make business Transactions on your behalf. Each Card is linked to a separate Card Account. All Cards issued and provided to your Authorized Users and all corresponding Card Accounts are linked to your Program Account. When you make a Charge and we approve it, Issuer will extend credit to you to fund the Charge, and you agree you will pay Stripe for the Charge in accordance with this Agreement.

2.2 Requesting Cards and Activation. Administrators may request Cards to be issued to Authorized Users through the Dashboard for the Program Account. Only Administrators will be allowed to request Cards and make changes to the Program Account. Only Authorized Users may initiate Charges on Cards. Cards must be activated prior to use. We will provide activation instructions to you, your Administrators, or Authorized Users.

2.3 Spending Limits and Card Account Holds. We will establish a Total Spending Limit for your Program Account. You may view your Total Spending Limit on the Dashboard for your Program Account. Administrators may establish a Daily Spending Limit, and where desired, Card Limits through the Dashboard. Administrators may also establish limitations on the types of merchants with whom Authorized Users may make Transactions. We may establish and adjust the Total Spending Limit or the Daily Spending Limit for your Program Account, Cards or Charges in our sole discretion at any time. Charges will reduce the Total Spending Limit and any Daily Spending Limit or Card Limit, as applicable, and any Charges in excess of the Total Spending Limit, the Daily Spending Limit, or the Card Limit may be declined. We may restrict the maximum amount of any particular Charge and the number of Charges allowed for your Program Account or any Card Account. We reserve the right to decline Transactions with merchants characterized by the Card Networks or us as prohibited and/or place a hold on a Card Account for certain Transactions (as described further in Section 4.2 below). Where a hold is placed on a Card Account, the amount of the hold will reduce the Total Spending Limit and any Daily Spending Limit or Card Limit, as applicable, and the credit subject to the hold will not be available for Charges until the hold is released.

2.4 Account Statements, Entire Balance Due. You must pay all Charges made on Card Accounts and Cards by the date stated in your Account Statement. You must also pay all fees or penalties incurred through use of Cards for such Charges, including if you fail to pay any Charge on time. These amounts and payment dates will be reflected on your Account Statement made available to you on your Dashboard.

2.5 Payment. You authorize us to debit funds you owe us from your Bank Account. On the due date state on each Account Statement, we will initiate a debit from your Bank Account to pay the amount indicated on the Account Statement. If we are unable to successfully debit your Bank Account or if we are notified that your Bank Account has insufficient funds to complete the debit, we may re-attempt to debit your Bank Account multiple times as permitted by the NACHA Rules. You agree that we will have no liability if we cannot successfully debit your Bank Account or if your Bank Account has insufficient funds when we attempt (or re-attempt) to debit your Bank Account. If we cannot successfully debit your Bank Account or if your Bank Account has insufficient funds, you authorize us to debit or setoff funds you owe us from any (i) Deposit that you have established as provided under Section 3.4, or (ii) amounts processed by us under the terms of the Stripe Services Agreement. We may also debit your Bank Account to replenish the Deposit amount. The exact time that the Bank Account will be debited for the amount indicated on your Account Statement may vary, depending on the processing capabilities of the bank that holds the Bank Account. If we are unable to successfully debit your Bank Account for any reason, we may suspend your ability to make any further Charges on any Cards in our sole discretion. Furthermore, you may be assessed returned payment fees related to any insufficient funds transaction. You may change your Bank Account on your Dashboard at any time; however, we are not responsible for any fees or losses you suffer that result from erroneous Bank Account information provided by you, or due to the timing of the change.

2.6 Fees. We will disclose fees and penalties associated with the Program Account and Cards before you open a Program Account. Fees and penalties may include periodic fees, foreign Transaction fees, penalties for misuse, funds transfer fees, account maintenance fees, Card issuance or replacement fees, and penalties for late or failed payments. As of the date of this Agreement, we charge no fees or penalties in connection with the Program Accounts or Cards. We may change fees or penalties by providing you 30 days’ advance notice. All fees or penalties owed are in addition to amounts owed for Charges on Card Accounts and Cards. We reserve the right to prevent Cards from functioning outside the United States. Issuer will convert any Charges you make in a currency other than USD into USD. We will select exchange rates from a range of exchange rates available on the date the Charges are cleared over the Card Network; therefore, the exchange rate of the Charge may vary from the exchange rate at the time of the Transaction.

2.7 Reporting Errors or Disputing Charges. If you have a dispute with the product or service that is the subject of a Charge, you should contact the merchant or seller of that product or service. If a Charge is not appropriately addressed with the merchant or seller, then you may submit a chargeback of the Charge by contacting Stripe. You understand that we are subject to Card Network rules regarding chargebacks and may not be able to successfully chargeback the Charge. If you believe a Charge was unauthorized, or if you believe the Account Statement contains any errors, please contact Stripe. You must report any Disputed Charge or error no more than 60 days after the Disputed Charge posted to your Program Account. The Card Network does not accept, and we will not process any Disputed Charges reported more than 60 days after the Disputed Charge or error posted to your Program Account. Notices for Disputed Charges must specify your details, details about the Authorized User, details about the Transaction, and an explanation of your belief that the Disputed Charge was made in error or was unauthorized. We will review the information you submit in a commercially reasonable manner. The Program Account is commercial in nature and, thus, the Electronic Funds Transfer Act (EFTA), Regulation E, and other card-related consumer protection laws do not apply to Disputed Charges. To avoid late fees and possible problems with your Total Spending Limit, Daily Spending Limit, or Card Limit, you should pay the Disputed Charge while we determine the validity of the dispute. In the event the dispute is deemed valid, we will credit the Disputed Charge amount back to your Program Account. By accepting this Agreement, you assign and transfer to Issuer any rights and claims, excluding tort claims, that you may have against any merchant for any Disputed Charge fully or partially credited to the Program Account.

2.8 Security and Responsibility for Unauthorized Charges. You are responsible for securing Administrator credentials, Cards, account numbers and Card security features (including the CVV and PIN, if any). You are responsible for Charges, fees and penalties resulting from any Authorized User’s failure to exercise reasonable care in safeguarding Cards from loss or theft, failure to promptly report loss or theft, and for all other Transactions on Cards issued to you. If you or an Authorized User uses or allows someone else to use the Card or Card Account for any other purpose, you will be responsible for such use and may be required to reimburse us and the Card Network for all amounts or expenses paid by such entities as a result of such use. You understand that it is your responsibility to monitor any suspicious or unauthorized activities on the Program Account and each Card Account, and you agree to notify us immediately as instructed in your Dashboard of any loss, theft or unauthorized use of the Program Account or any Card. You understand that you are liable for the unauthorized use of the Program Account and Cards to the fullest extent permitted by applicable law.

2.9 Default, Failure to Pay, and Collections. We may determine that your Program Account is in default if you (a) breach this Agreement, do not pay amounts owed when due, or file for dissolution or bankruptcy; (b) open or maintain an Account using inaccurate or false information; or (c) pose an unacceptable regulatory, reputational, or financial risk. If we determine that the Program Account is in, or is likely to be in default, we may reduce your Total Spending Limit or Daily Spending Limit, may cease to authorize Charges, may refuse to issue new Cards, and/or may deem all amounts you owe immediately due. You will pay any legal fees we incur and all other reasonable costs we incur while collecting amounts owed by you under this Agreement. Subject to applicable law, you agree that we have the right to set-off or recoup any amount you owe on the Program Account or any claim we have related to this Agreement against or from any amounts processed by us under the terms of the Stripe Services Agreement and/or your Deposit.

2.10 Closing Your Account. We may refuse to authorize any Charge or may close or suspend any Card or your Program Account in our sole discretion and without notice to you. We may condition the reactivation of suspended Cards, Card Accounts, or the Program Account upon payment of amounts owed or establishment or replenishment of the Deposit as set forth in Section 2.4; or, we may require you to provide financial and other information reasonably necessary to comply with legal or regulatory requirements and our risk policies. You may close the Program Account or any Card Account by providing notice to us through the Dashboard. You must pay all amounts owed under this Agreement prior to closure of the Account.

3. Terms for Your Authorized Users.

3.1 Using Cards. Authorized Users may only use Cards for bona fide business purchases and for valid and lawful purposes. Authorized Users may not use Cards for personal, family or household purposes, or for cash advances or withdrawals. All Cards remain the property of the Issuer and must be returned upon request. Issuer may cancel, revoke, repossess or restrict the use of the Cards at any time. We may decline to authorize or reverse Charges or suspend Cards for any reason including violation of this Agreement, suspected fraud, or creditworthiness. We also may decline to authorize Charges at merchants characterized by the Card Network or us as prohibited merchants. We are not responsible for losses resulting from declined or reversed Charges. Merchants typically accept all Card Network-branded Cards; however, we are not responsible and will have no liability if a merchant refuses to honor a Card or accept a Transaction.

3.2 Card Account Holds. When an Authorized User uses a Card to initiate a Transaction at hotels, restaurants, gas stations, rental car companies, and certain other merchants where the amount of the final Transaction is unknown at the time of authorization, a hold may be placed on the Card Account for an amount equal to or in excess of the final Transaction amount. When a hold is placed on the Card Account, the amount of the hold will reduce the Card Limit, if any, and the credit subject to the hold will not be available on the Card Account for any other purpose the hold is released.

3.3 Prohibited Persons. Each Authorized User represents and agrees it is not currently and will not become subject to an OFAC list, or any law, regulation, or other list of any government agency that prohibits or limits us from providing Accounts or Cards to the Authorized User or from otherwise conducting business with the Authorized User.

4. Data Protection and Privacy.

We will only use Confidential Program Data and Personal Data as required to provide the Program Services to you, to fulfill our obligations to regulatory authorities, or as otherwise disclosed in the Privacy Policy. Protection of Confidential Program Data and Personal Data is very important to us. The Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Confidential Program Data and Personal Data you provide to us. You agree to review the terms of the Privacy Policy, which we update from time to time, and which forms part of this Agreement. You agree that Program Data belongs to us, and you may not use it for any purpose unrelated to your use of the Program Account, Card Accounts, Cards, Account Statements, and Charges without our express written consent.

5. Notices and Communications.

You consent to accept notices and communications under this Agreement electronically and understand this has the same legal effect as a physical signature. We may send notices to your Account, your Dashboard, or to the email addresses or phone numbers maintained in the Account. You agree to keep all contact information in your Account current. Notices are considered received 24 hours after we deliver them to you. You are responsible for costs issued by internet or mobile service providers for sending or receiving these notices. You understand that acceptance of electronic notices is required under this Agreement and that you may only withdraw this consent by closing the Program Account.

6. Disclaimer

Unless clearly stated elsewhere in this Agreement, we make no express or implied representations or warranties regarding the Program Services, including warranties of merchantability, suitability or fitness for a particular purpose, title to and non-infringement of any technology or intellectual property provided by us, and any warranties arising from course of dealing, course of performance or trade usage. We specifically disclaim any representation or warranty that the Account, the Program Services, or the services of any third party provided in connection with this Agreement, will be error-free or uninterrupted, or that they will be compatible with, or operate in, any computer operating system, network or system configuration, or any other environment.

7. Limitation of Liability.

Under no circumstances will we be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Program Account or Cards, or for the unavailability of the computer systems we use to provide the Program Services to you; or for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Cards, even if such damages are foreseeable, and whether or not you have been advised of the possibility of such damages. We are not liable, and deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Cards, your Program Account, or your failure to use or implement anti-fraud measures, security controls, or any other data security measures. We further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Program Account inconsistent with this Agreement, or the instructions or other information we provide you with your Program Account; (b) any unauthorized access of servers, infrastructure, or Program Data used in connection with the Program Services; (c) interruptions to or cessation of the Program Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Program Services; (e) any errors, inaccuracies, omissions, or losses in or to any Confidential Program Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others. You agree to limit any additional liability not disclaimed or denied by us under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of fees paid by you to us during the three-month period immediately preceding the event that gave rise to your claim for damages. These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

8. Indemnification.

You will, at your own expense, hold harmless, defend, protect, and indemnify us from and against all losses, claims, breaches, suits, damages, liabilities, costs, charges, reasonable attorneys’ fees, judgments, fines, court costs and expenses, amounts paid in settlement, and all other liabilities of every nature, kind, and description regardless of the form of action or legal theory incurred by us, related to any action or threatened action, suit, claim, proceeding or regulatory action, regardless of merit brought by any third party against us caused or incurred by, resulting from, arising out of, or related to your: (a) material breach of any obligation, representation, warranty or covenant in this Agreement; (b) any actual or alleged infringement, violation, or misappropriation of a third party’s intellectual property or proprietary rights; (c) gross negligence, fraud or intentional misconduct; or (d) violation of applicable law.

9. Governing Law and Dispute Resolution.

Utah law, without regard to Utah’s conflict of law principles, governs any claims or controversies arising out of this Agreement, Accounts, or use of Cards. The “Dispute resolution; Agreement to Arbitrate” provision of the Stripe Services Agreement is incorporated into this Agreement by reference, and applies to all disputes, claims and controversies between you and us that arise out of or relate to this Agreement.

10. Your Marks.

If you elect to place your name, logo and other service marks (“User Marks”) on the Cards, you hereby grant a fully paid up, worldwide, non-exclusive, revocable license to us to use the User Marks on Cards and any other materials we provide that bear User Marks. You represent, warrant and covenants that you have, and during the term of this Agreement will retain, title to and ownership of the User Marks.

11. Additional Legal Terms.

Your use of the Program is concurrently governed by the Stripe Services Agreement. In particular, each of the Dashboard and the Account, Card, and Transaction management tools and services available to you in connection with your use of the Program is a “Service,” as the term is defined and used in the Stripe Services Agreement. This Agreement, together with the Stripe Services Agreement and the Privacy Policy, constitutes the complete understanding of you and us with respect to the Program and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Program. No waiver by either party of any breach of any provision of this agreement to be performed by a party will be construed as a waiver of any succeeding breach of the same or any other provision of this Agreement. If any provision of this Agreement is declared invalid, illegal, or unenforceable, the validity of the remaining provisions will not be affected. We may transfer, sell, or assign the Accounts, Cards, this Agreement, or any other rights or obligations under this Agreement without providing you notice. You may not transfer, sell, or assign an Account, Cards, this Agreement or any obligations under this Agreement to another person or entity. Any assignment in violation of the foregoing will be null and void from the beginning. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be deemed to be modified to the minimum extent necessary to make it valid and enforceable and the rest of this Agreement will not be affected. We do not waive our rights by delaying or failing to exercise them at any time. We may prospectively add to, delete, or amend this Agreement at any time. We reserve the right, subject to applicable law, to deliver to you any notice of changes to existing terms or the addition of new terms by posting an updated version of this Agreement or by delivering notice of changes to you electronically, and your continued use of the Cards will constitute acceptance of any such amendments and additions.

12. Contacting Stripe.

Administrators and Authorized Users may reach customer service by contacting us online.

13. Definitions.

“Account” means either your Program Account or Card Account.

“Account Statement” means a report detailing Transactions, and amounts owed or credited to your Program Account.

“Bank Account” means the bank account designated by you for payment of amounts indicated on your Account Statement. You may change the Bank Account at any time.

“Card” and “Stripe Corporate Card” mean a business charge card issued by Issuer through which an Authorized User can make purchases in connection with a Card Account. Cards may either be a physical card embossed with a 16-digit number or a virtual card represented by a 16-digit number.

“Card Account” and “Stripe Corporate Card Account” mean a sub-account of the Program Account. A separate Card Account is created for each Card.

“Card Limits” means the maximum amounts available for Charges. A Card Limit may apply to an individual Card, across multiple Cards, or to the Program Account.

“Card Network” means the payments card network operated by Visa, Inc. Visa is a registered trademark of Visa, Inc. Each Card is issued by Issuer, pursuant to a license from Visa, Inc.

“Charge” means the payment for a Transaction using a Card over the Card Network.

“Confidential Program Data” means proprietary or confidential information provided to us to determine eligibility for a Program Account, to establish the Deposit amount, or to otherwise permit us to provide the Program Services to you and to fulfill our responsibilities to each other.

“Daily Spending Limit” means the maximum aggregate daily amount available for Charges on your Program Account across all Cards and Card Accounts.

“Dashboard” means the management dashboard accessible by your Administrator at https://dashboard.stripe.com.

“Deposit” means cash deposit that may be used to secure performance of all your payment obligations under this Agreement in an amount established as set forth in Section 12.4 below.

“Disputed Charge” means a Charge that you report as erroneous or unauthorized.

“NACHA Rules” means the rules of the National Automated Clearing House Association (including any other clearing house rules applicable to automated clearing house transactions), as amended from time to time.

“Personal Data” means information that identifies a specific living person (not a company, legal entity, or machine) and is transmitted to or accessible through the Program Services.

“Principal Owner(s)” means, with respect to a legal entity: (1) each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity; and (2) one individual with significant responsibility for managing the legal entity, such as an executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer) or any other individual who regularly performs similar functions.

“Program” and “Stripe Corporate Card Program” mean the program through which Issuer issues Cards and extends credit to you, and Stripe provides Account, Card, and Transaction management tools and services, in each case for use by your Administrators and Authorized Users, as applicable.

“Program Account” means the account for which you may request the issuance of Cards, and includes the records we maintain to (a) account for the value of the funds available for Charges on Cards, (b) establish Card Accounts, (c) provide Transaction histories, and (d) inform you of fees and payments you owe.

“Program Data” means information associated with Program eligibility criteria, Program Accounts, the Card Accounts, Cards (including CVVs and PINs), Administrators, Authorized Users, Charges, Program Account access credentials, Account Statements, records, regulatory compliance data, and any other information we use or generate to provide the Program Services to you, but does not include Personal Data or Confidential Program Data.

“Program Services” means the Program Account, Card Accounts, Cards, Charge and payment processing for the Cards, Account Statements, and all other services provided to you by us in connection with the Program.

“Stripe” refers to Stripe, Inc., a Delaware corporation.

“Total Spending Limit” means the maximum aggregate amount available for Charges on your Program Account across all Cards and Card Accounts.

“Transaction” means the agreement between you and a merchant for the purchase of goods and services.