1. Charted Payments Feature.
If Customer uses the Charted Payments feature of the Application (the “Charted Payments Feature”), the Customer may use the Charted Payments Feature to make payments to its third-party vendors or employees as directed by Customer. Customer may use Charted Payments Feature solely for its internal use. Customer acknowledges and agrees that if it is in violation of the terms of this Exhibit B, Charted may, in its sole discretion and without notice to Customer, immediately suspend or terminate Customer’s license and/or access to the Charted Payments Feature. Customer acknowledges and agrees that Charted may process personal information in connection with Customer’s use of the Charted Payments Feature, and Customer’s use of the Charted Payments Feature, and such personal information is subject to the Charted privacy policy available at http://www.charted.com/privacypolicy.
2. Domestic ACH Payments.
(a) Verified Customer Entity. In order to use the Charted Payments Feature to make domestic payments within the United States, the Customer must open a “Dwolla Platform” account provided by Charted’ payment processor vendor, Dwolla, Inc. (“Dwolla”), and Customer must accept the Dwolla Terms of Service and Dwolla Privacy Policy. Any funds held in or transferred through the Dwolla Account are held or transferred by Dwolla’s financial institution partners as described in the Dwolla Terms of Service. Customer hereby authorizes Charted to collect and share with Dwolla Customer’s personal information including full name, date of birth, social security number, physical address, email address and financial information, and Customer is responsible for the accuracy and completeness of that data. Customer understands that it will access and manage its Dwolla account through the Charted Payments Feature, and Dwolla account notifications will be sent by Charted, not Dwolla. Charted will provide customer support for Customer’s Dwolla account activity, and can be reached at netsuite-support@Charted.com or through the Charted website.
(b) Receive Only Entity. You expressly authorize Charted service provider, Dwolla, Inc. to originate credit transfers to your financial institution account. You authorize Charted 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.
3. International ACH Payments.
Without limitation of any other provision in the Agreement or this Exhibit B, to the extent that Customer will be using the Charted Payments feature to send international payments from the following countries: Canada, the United States, the United Kingdom, Australia, New Zealand, Singapore, a member country of the European Economic Area, or any other jurisdiction as expressly permitted by Corpay and Charted (collectively, the “Covered Jurisdictions”); the following additional terms apply: (a) Customer acknowledges that Cambridge Mercantile Corp. (U.S.A.) (“Corpay”) is the money transmitter for the transactions anticipated by this Section 3; (b) as between Customer and Corpay, Customer’s access to the international payments function of the Charted Payments feature is also governed by the applicable account terms set out at https://www.corpay.com/cross-border/terms (the “Corpay Terms”); (c) Customer acknowledges that Corpay, acting in good faith, has discretion to determine whether Corpay engages Customer as client of Corpay, and if so, what each Customer needs to sign and disclose to apply to become a client of Corpay and/or access the international payments function of the Charted Payments feature, and Charted shall have no responsibility or liability for any such determination made by Corpay; (d) Customer fully authorizes Charted to instruct Corpay on behalf of Customer and Charted shall have no responsibility or liability for any such instruction; and (e) Customer acknowledges that Charted may receive compensation from Corpay for Charted’ referral of Customer to Corpay.
Further, Customer represents, warrants, and covenants that (including as a condition of Customer’s use of Charted Payments feature to send international payments to the countries set forth above): (1) each application for a Corpay account that Corpay receives from Charted which purports to be signed by a Customer is a binding contract binding Customer, (2) the individual(s) signing on behalf of Customer (for opening a Corpay account and accepting such account’s terms and granting authority to Charted) has/have the requisite authority to contractually bind Customer to all the points that those individual(s) sign for Customer; (3) for transactions entered into hereunder, Customer agrees to be bound by instructions received by Corpay from individuals identified to Corpay or Charted as authorized representatives of Customer; (4) Customer (as well as its applicable subsidiaries, affiliate entities, and associated personnel) is not at the time of signing this Agreement (and has not been, within the five years preceding this Agreement) the subject of any material regulatory inquiry, enforcement action, or known allegations of significant breaches of criminal law or civil liability; (5) it is headquartered in a Covered Jurisdiction; (6) is shall use the Charted Payments feature solely for business purposes and not for personal, family, or household purposes; (7) Customer will provide to Charted and/or Corpay any information and/or documentation reasonably requested in order to use the Charted Payments feature; and (8) all funds Corpay receives to fund each Customer transaction entered using the Charted Payments feature shall come from a Customer-owned bank account and Customer’s and Charted’ name must be included in each such transaction. Customer shall indemnify, defend, and hold harmless Charted from any Claims arising out of: (i) Customer’s breach of the Corpay Terms; (ii) any instruction of Customer under Section 3(d); or (iii) any use of the Corpay system under Customer’s account to send international payments.
4. Restrictions on Use.
Customer acknowledges and agrees that it will not use the Charted Payments Feature for payment of alimony; child support; marijuana related businesses; payments to settle securities transactions; or any claim or payment that requires the use, disclosure, transmission, maintenance, storage or other handling of Protected Health Information, unless otherwise specifically agreed to in writing in advance by Charted. Customer represents and warrants that: (a) it is not located in a country or location that is subject to U.S. Government sanctions or embargoes, including Iran, Syria, Cuba, North Korea, and the Crimea region of Ukraine, or are a State Sponsor of Terrorism as defined by the US Department of State, or are a person, group or entity that has been designated by the U.S. Government as a Specially Designated National (SDN); (b) it is not listed on any U.S. Government list of prohibited or restricted parties; and (c) it will not use the Charted Payments Feature to send money, either directly or indirectly, to a sanctioned country, person, group or entity. Customer agrees that it will not send or transmit any electronic Protected Health Information (“ePHI”, as defined in HIPAA) to Charted or otherwise in any manner through the Charted Payments Feature without Charted’ prior written consent. Customer is solely responsible for ensuring that its use of the Charted Payments Feature complies with all applicable laws and regulations. If Charted become aware that Customer has sent or transmitted ePHI in any manner through the Charted Payments Feature in violation of this Agreement, Charted may delete the ePHI without notice to Customer and without Charted incurring any liability to Customer. Customer agrees to pay any costs or fees associated with such ePHI deletion, and agrees to indemnify Charted for any breach or other privacy or security incident or claim involving ePHI sent or transmitted by Customer.
5. Charted Rights.
Customer grants to Charted and Charted reserves the right to limit, delay, investigate, or to refuse to make, process or issue any payment initiated or requested through the Charted Payments Feature, in Charted’ reasonable discretion, without Charted incurring any liability to Customer. Charted will use commercially reasonable efforts to provide notice promptly if it decides to limit, delay, investigate or to refuse to make, process or issue a payment. This notification is not required if the payment or notice is prohibited by law or this Agreement. In Customer’s use of the Charted Payments Feature, Customer grants to Charted and Charted reserves, in Charted’ sole discretion, the right to impose limits on the amount of money sent or received through the Charted Payments Feature, on a per transaction or a cumulative basis, and to change those limits at any time, without Charted incurring any liability to Customer. If Charted imposes or changes such limits, Charted will use commercially reasonable efforts to provide notice to Customer, but will not be required to do so. Charted reserves the right to suspend or terminate Customer’s account or Customer’s access to the Charted Payments Feature at any time, for any reason (including for a violation of the Agreement, the failure to pay applicable fees for the Charted Payments Feature, or inactivity), in Charted’ reasonable discretion, without Charted incurring any liability to Customer. If Charted suspends or terminates Customer’s account or access to the Charted Payments Feature, Charted will use commercially reasonable efforts to provide notice to Customer, but will not be required to do so and will not be liable for failure to do so.
6. Funds.
Customer agrees to have sufficient funds in the accounts it uses to make its payments through the Charted Payments Feature. If there are insufficient funds in such account, Customer shall: (i) be fully responsible for any and all amounts payable in connection with any such payment, including amounts payable to Charted,; (ii) pay any and all amounts payable in connection with any such payment, including amounts payable to Charted, immediately; and (iii) indemnify, defend, and hold harmless Charted for any fees, penalties, damages, interest, or other liabilities incurred by Charted (including without liability any fees or penalties imposed on Charted by Dwolla, Corpay (as defined below), or another third party) as a result thereof. In addition, Customer shall also pay Charted a fee of ten percent (10%) of any such insufficient amounts to cover Charted’ cost and efforts in connections therewith.
7. Legal Age of Use.
We do not knowingly collect information from minors (individuals below 18 years). To use the Charted Payments Feature, you must be the age of legal majority in your place of residence. By using the Charted Payments Feature, you hereby represent that you are at least the age of legal majority in your place of residence. We do not use an application or other mechanism to determine the age of users of the Charted Payments Feature. All information provided to Charted will be treated as if it was provided by an adult. If, however, we learn that a minor has submitted information about himself/herself to us, we will delete the information as soon as possible.
8. Transaction Reversal and Your Liability.
For the avoidance of doubt, you are solely responsible for your and your end users’ payment activity initiated using the Charted Payments Feature, including, without limitation, any fraudulent activity. Charted has no obligation to ensure that the funds required to complete a payment will be available. Any payment sent or received by you or your end users may: (a) be reversed in accordance with Charted’, Dwolla’s, Dwolla’s partners’, Corpay’s, or Corpay’s partners’ (as applicable) risk management policies, (b) be reversed in accordance with applicable Law, including without limitation, by ACH return as defined under the Nacha Rules, (c) fail due to your error or end user error, (d) fail due to the provision of inaccurate information by you or your end user; or (e) be cancelled or rejected by an end user or the end user’s financial institution (each, a “Reversal”). Except for any Reversal made in error by Charted or Dwolla, you are liable to Charted for any and all losses caused by Reversals and any other Customer account activity, whether or not authorized by you or the end user, including unauthorized or erroneous activity initiated by you or your end users through the Application, whether through misconduct, negligence, error, or otherwise. In addition to any other rights available to Charted under the Agreement or this Exhibit B, you authorize Charted to recover any such amounts due, including to Charted by debiting the available balance in your Customer account and if the available balance in your Customer account is insufficient, you authorize Charted to take any of the following actions to recover the remaining amounts from you: (x) debit your account; (y) request immediate payment from you, and, if payment is not received timely, engage in collection efforts; and (z) pursue any rights or remedies available under any of your agreements with Charted, including the Agreement, for failure to pay amounts owed to Charted, including, without limitation, termination for non-payment. Charted may require that you provide a personal guaranty for any amounts owed under the Agreement. In the event that your Customer account has an unacceptable number or rate of Reversals, Charted reserves the right to immediately restrict or suspend your use of the Services, including by terminating the Agreement.
