Terms & Conditions

This Customer Agreement is made between an applicant (“Company”) and KleerCard Inc. (“KleerCard”), a Delaware corporation, and governs your use of the Services. By submitting your application to open a KleerCard Account, you consent to this Customer Agreement, including the applicable Card Terms, and to receive all Notices and communications from KleerCard electronically. Capitalized terms used in this Customer Agreement have the meaning provided in Section 4. We may update or replace this Customer Agreement with you by posting an updated version to our legal page.

1. The KleerCard Platform

1.1 Services

The Services allow you to issue and manage Cards for your Users; manage expenses and reporting; access, use, and connect Third-Party Services through your KleerCard Account; and access other functionality through your KleerCard Account. KleerCard may change or provide new Services but will not materially diminish or remove Services without Notice except where necessitated by an Issuer or Third-Party Service Providers or required by law.

1.2 Applying for a KleerCard Account

You will need to provide Company Data and certain Personal Data and connect at least one Linked Account when submitting an application for a KleerCard Account. Company Data may include business information (such as registered business name and state of incorporation for Company, the business address, ownership details, actual or anticipated revenue, the nature of the business, and details from Linked Accounts and other business information we may request from time to time), Personal Data (such as the name, contact information, and date of birth of Users or beneficial owners), and documentary information used to verify business and Personal Data (such as corporate registration certificate, proof of address, or personal identification).

We provide Company Data and Personal Data to Issuers and Third-Party Service Providers to determine your eligibility for the Services and Cards. We may approve or deny your application or grant you provisional access to the Services or your KleerCard Account while your application is pending additional review. KleerCard and Issuers rely on the accuracy of Company Data and Personal Data when opening and maintaining your KleerCard Account. We may deny Applications, interrupt provision of the Services to you, or suspend or close your KleerCard Account for any reason including where Company Data or Personal Data is incomplete, inaccurate, or out of date. You will keep Company Data and each User’s Personal Data current, complete, and accurate in your KleerCard Account whether we provide you with full or provisional access.

We will disclose Fees to you when opening your KleerCard Account or through our website. Except where agreed upon in a writing executed by both parties, we may change Fees upon thirty days’ Notice to you.

1.3 Managing your KleerCard Account

You must specify at least one Administrator to manage your KleerCard Account when submitting your Application. Administrators can add, remove, or manage additional Administrators and Users; request and manage Cards; set or change spending limits; view transactions; run reports and download statements; provide or update Company Data; connect Linked Accounts, Third-Party Services, and other accounts to your KleerCard Account; and perform other tasks on your behalf. You are responsible for any actions or failure to act on the part of Administrators, Users, and those using credentials issued to Users to access Company’s KleerCard Account.

1.4 Security and Monitoring your KleerCard Account

You will keep your KleerCard Account and Cards secure and only provide access to individuals that you have authorized to use Cards on your behalf. You will immediately disable User access to the Services or reduce spending limits where you know or believe your KleerCard Account or Cards have been compromised or stolen or may be misused; and you will promptly notify us of any unauthorized access or use. We may help you resolve unauthorized transactions using your Cards, but you are ultimately responsible for financial loss caused by Administrators, Users, or other persons given access to the Services, your KleerCard Account, or Cards. We may suspend access to your KleerCard Account or Cards if we believe your KleerCard Account or Cards have been compromised or that not doing so may pose a risk to you, KleerCard, Issuers, or any third parties.

1.5 Requirements and Prohibited Activities

Only companies organized and registered in the United States (such as C-corps, S-corps, LLCs, or LLPs) may apply for a KleerCard Account. Consumers, sole proprietors, unincorporated partnerships, and companies registered outside the United States are not permitted to use, or attempt to open or use, a KleerCard Account.

Your KleerCard Account, Services, and Cards may only be used for the Company’s bona fide business purposes. Your KleerCard Account, Services, and Cards may not be (a) used for any purpose that is unlawful or prohibited by this Customer Agreement and the Card Terms; (b) used for any personal, family, or household use; (c) provided to or used for the benefit of an individual, organization, or country that is blocked or sanctioned by the United States, including those identified on the United States Office of Foreign Asset Control (OFAC); (d) provided to or used by unaffiliated third parties; or (e) used for any other activities not for the benefit of the Company.

We will not approve and may close KleerCard Accounts that we know or believe are engage in any of the prohibited activities identified in the Prohibited Activities List. Where Company is engaged in certain restricted activities, KleerCard may require that you provide additional information to open or maintain your KleerCard Account. We may update the list of prohibited or restricted activities at any time. You agree to review this regularly and contact us with any questions you have about how this list may apply to Company’s business.

We may suspend or terminate access to your KleerCard Account or Cards if we believe this section was violated or if required by an Issuer. You agree to pay all Fines imposed on KleerCard by Issuers, regulators, or government agencies for your violation of this section.

1.6 Identification as Customer

We may publicly reference you as a KleerCard customer on our website or in communications during the term of this Customer Agreement. We will not express any false endorsement or partnerships. You grant KleerCard a limited license to use Company trademarks or service marks for this purpose. Please notify us if you prefer that we not identify you as a KleerCard customer and we will remove references to you on our website or in communications.

1.7. Ownership and License

KleerCard and licensors own all KleerCard Property. You, Administrators, and Users may use KleerCard Property only as and for the purposes provided in this Customer Agreement and the Card Terms. You may not modify, reverse engineer, create derivative works from, or disassemble KleerCard Property; or register, attempt to register, or claim ownership in KleerCard Property or portions of KleerCard Property.

KleerCard grants you a nonexclusive and nontransferable license to use KleerCard Property as provided through the Services and as permitted by this Customer Agreement. This license terminates upon termination of this Customer Agreement unless terminated earlier by us.

1.8 Data

The Card Networks, KleerCard, and Issuers collect Company Data through your use of the Cards, the Services, and Third-Party Services. We may use Company Data (a) to provide Services to Company and Users; (b) for underwriting, identity verification, internal reporting and analysis, and fraud prevention; (c) as needed in dispute resolution; and (d) for development of products and services, including data products.

We provide Company Data to Issuers, Card Networks, and other third parties: (a) to provide the Services to you, or as required by law or Card Network rules; (b) for internal analytics and reporting; (c) to obtain additional information about a Company; and (d) report Company performance to credit reporting agencies and credit rating agencies, where appropriate. KleerCard may include De-Identified Data in both public and private reports where such De-Identified Data cannot be reasonably used to identify Company or Users. We will not share any Company Data with third parties for marketing unaffiliated products without your consent but may use Company Data to identify Services, Third-Party Services, or programs that we believe may be of interest to you, including as part of a rewards or benefits program. Where Company Data is shared with third parties, KleerCard will implement controls to reduce the risk of loss or accidental disclosure.

You grant KleerCard a worldwide, irrevocable license to use, modify, distribute, copy, and create derivative works from Company Data for the purposes identified in this Customer Agreement.

1.9 Cash Back Rebates

Any standard cash back rates that apply will be communicated at the time of your offer.

Large ticket cash back (often for transactions over $10,000) will be capped at 0.5%

Cash back for any transactions authorized by mobile wallets will be reduced by 0.25% from your accounts standard cash back rate.

1.10 Beta Services and Feedback

Beta Services may be made available to you. Any Beta Services are provided to you AS IS and without warranty. We may use any Feedback about the Services or Beta Services freely and without restriction. Except where specifically notified by us, we will not compensate or credit you for Feedback you provide us.

1.11 Privacy

Collection, use, and handling of Personal Data is described in our privacy policy attached hereto as Exhibit B and by this reference incorporated herein (“Privacy Policy”). Please review our Privacy Policy and contact us if you have any questions.

2. Payment Cards

2.1 Card Terms

Cards are issued by the Issuer identified on the back of physical Cards issued to you, in the Card Terms, and relevant program materials provided to you. This Customer Agreement and the Card Terms govern your use of the Cards. You may only use the Cards if you, your Administrators, and your Users consent to the applicable Card Terms. Issuers may update Card Terms at any time by providing Notice to you through KleerCard and your continued use of the Cards constitutes your acceptance of the updated Card Terms.

2.2 Linked Accounts and Third-Party Services

We will use Financial Data from Linked Accounts to verify account balances and account information, establish spending limits, identify spending patterns and potential fraud, determine spending limits, analyze and report transactions, and provide Services to you. You must maintain at least one Linked Account at all times and agree that KleerCard may directly debit this Linked Account for payment of Periodic Statements. You may change Linked Accounts through your KleerCard Account. Use of specific Services or features may also require that permit KleerCard to access Company Data through Third-Party Services.

2.3 Spending Limits

Company spending limits are set by KleerCard and using Company Data including available funds and spending patterns, unbilled volume, future revenue, the nature and history of the Company’s business, and anticipated use of Cards. We may not disclose exact spending limits but may provide guidance identifying whether specific transactions or monthly volumes may exceed any spending limits. Spending limits are dynamic and may be modified at any time with or without Notice to you, including temporarily increases or decreases to your spending limits or reducing spending limits to $0. Administrators may set User-specific limits or controls through your KleerCard Account, but the aggregate spending limit for all Users may not exceed the total spending limit established for the Company.

2.4 Requesting and Replacing Cards

Administrators may request Cards for Users through your KleerCard Account but will only request Cards for and provide Cards to individuals that are employees or affiliated with or authorized by the Company. Cards may be denied or canceled due to changes in Issuers’ policies, as required by law, or for other reasons we determine are appropriate under the circumstances. Cards may be issued to Users as physical or virtual cards (a Card issued without an associated physical card). By default, new Users will be issued both a physical and virtual Card and will be able to view transactions and manage their Cards through the KleerCard Account.

You will promptly notify us and take appropriate measures to prevent unauthorized transactions when a Card is lost, stolen, breached, or needs to be replaced. In such cases, Administrators may request the issuance of replacement Cards by Issuers through your KleerCard Account. Replacement Cards may have new account numbers that will require you to update the Card on file for any scheduled or recurring payments. If you do not update the Card for scheduled or recurring payments, the transactions may not be completed. You are solely responsible for updating Cards stored with merchants where account numbers have been changed.

2.5 Using Cards

Users may only use Cards for bona fide business-related Charges. You are responsible for selecting who in your organization should have access to Cards, and having such Users enter into the KleerCard User Agreement in the form attached hereto as Exhibit A and by this reference incorporated herein. You agree to establish and maintain controls designed to ensure that the Cards are only used for bona fide Company purposes and in compliance with Card Network rules. You are solely responsible for Charges made by any individuals given access to Cards even if they are not the person associated with or named on the Card. KleerCard, Issuers, Card Networks, or other intermediary Third-Party Service Providers (including merchant acquirers) may deny or reverse Charges for any reason. KleerCard is not responsible for any losses, damages, or harm caused by a Charges that are denied or reversed.

If you and a merchant have a dispute regarding a Charge identified on your Periodic Statement, including delivery of the incorrect goods or services or being charged the wrong amount, you should first attempt to resolve the dispute with the merchant. If such a dispute is not resolved to your satisfaction or if you believe the Charge is unauthorized, you may initiate a Chargeback through your KleerCard Account. The Card Networks have established procedures for resolving Chargebacks that may require that you provide details of the disputed Charge or associated documentation. Chargebacks resolved in your favor will be credited to your KleerCard Account on either the current or a future Periodic Statement.

2.6 Periodic Statements

You are responsible for payment in full of all Charges, Fees, and Fines. We will provide you periodic statements identifying Charges, Fees, Fines, refunds, or other amounts owed or credited to your KleerCard Account in your Periodic Statement. Your Linked Account will be automatically debited for the full amount identified in the Periodic Statement at the end of each billing cycle and your KleerCard Account will show the credit the day after payment is received. Unless otherwise specified in writing by KleerCard, Periodic Statements for standard usage are issued every 30 days starting on the day that you create your KleerCard Account and for Ecommerce usage will be issued daily.

2.7 Set Off and Collections

Periodic Statements that are not paid on time may be collected from any Linked Account that is currently or previously linked; or set off, debit, or collect from amounts in a KleerCard Account that you hold jointly with a third party or open in the future even if your original KleerCard Account has been closed. This right may be exercised against Company, its affiliates, any assignees for the benefit of your creditors, or receivers. This right will exist even if we do not exercise it prior to the making, filing, or issuance of an arbitration demand, court order, or other action.

Any failure to pay the full amount owed to KleerCard when required is a breach of this Agreement. You are responsible for all costs or expenses that we or Issuers incur collecting amounts owed but not timely paid, including legal or collections fees and any interest at the maximum rate permitted under law.

2.8 ACH Authorization

THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT YOUR LINKED ACCOUNTS FOR ALL AMOUNTS YOU OWE UNDER THIS CUSTOMER AGREEMENT. PLEASE READ IT THOROUGHLY.

Your Authorization to Debit Linked Accounts. You authorize KleerCard, Issuers, or their assigns, to collect amounts owed under this Customer Agreement by debiting funds from the Linked Accounts at depository institutions (including banks and credit unions) using the Automated Clearinghouse (ACH) network governed by the rules established by the National Automated Clearinghouse Association (NACHA). These debits are bound by NACHA rules for business-related ACH debits.

Manner and Timing of Payment. We will debit Linked Accounts for all amounts owed to us under this Agreement. If we cannot collect these amounts via ACH, you agree to immediately pay all amounts owed as directed. You also authorize KleerCard, Issuers, or their assigns to debit Linked Accounts immediately, on any date, and without additional Notice where (a) the total aggregate balance of Linked Accounts is less than any balance minimums that we have communicated to you or (b) we determine in our sole discretion that the Company poses or may pose an unacceptable risk to KleerCard, Issuers, or third parties or no longer satisfy the underwriting criteria used to establish the spending limit for Company.

Withdrawing Your Authorization: To withdraw the debit authorization from a Linked Account, you must provide us 30-day advanced Notice and pay all amounts owed under your KleerCard Account immediately, including Charges and other amounts that may be included in future Periodic Statements. Withdrawal of a debit authorization does not terminate the Customer Agreement or your obligation to pay all amounts owed under this Customer Agreement or the Card Terms. Company will be responsible for all costs of collections and damages under this Customer Agreement if amounts owed are not paid by Company as described in this Customer Agreement.

In order to use the payment functionality of Kleercard application, you must open a "Dwolla Platform" account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service. You authorize Kleercard 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. You understand that you will access and manage your Dwolla account through the Kleercard application, and Dwolla account notifications will be sent by Kleercard, not Dwolla. Kleercard will provide customer support for your Dwolla account activity, and can be reached at support@kleercard.com.

3. Additional Terms

3.1 Term and Termination

This Customer Agreement is effective when you start an application for a KleerCard Account and continues until terminated by either you or us, or in accordance with the Card Terms or as otherwise set forth in this Customer Agreement.

You may terminate this Customer Agreement by paying all amounts owed and providing Notice to us but are still responsible for Charges, Fees, Fines, and other losses caused by your action or inaction prior to terminating the Customer Agreement. If you reapply or reopen your KleerCard Account or use or attempt to use the Services or Cards you are consenting to the Customer Agreement in effect at that time. KleerCard may terminate this Customer Agreement, or suspend your KleerCard Account or Cards, by providing you Notice.

Sections 1.4 (Security and Monitoring your KleerCard Account), 1.8 (Data), 1.10 (Beta Services and Feedback), 1.11 (Privacy), 2.6 (Set Off and Collections), 2.7 (ACH Authorization), 3.1 (Term and Termination), 3.2 (Notice and Communication), 3.3 (Limitation of Liability), 3.5 (Disclaimer of Warranties by KleerCard), 3.6 (Indemnification), 3.7 (Governing Law and Venue), 3.8 (Binding Arbitration), 3.9 (Legal Process), and 3.10 (Assignment); the provisions of the Card Terms that identify continuing obligations; and any other provisions of this Agreement giving rise to continued obligations of the parties will survive termination of this Customer Agreement.

3.2 Notice and Communication

You consent to us providing Notices to you under this Customer Agreement electronically and understand that this consent has the same legal effect as a physical signature.

We will provide Notices regarding activity and alerts to your KleerCard Account electronically through your KleerCard Account, email, and via text or SMS to the contact information provided to us by Administrators and Users. Notices affecting payment and legal terms will be sent to Administrators through your KleerCard Account or email and are considered received 24 hours after they are sent. You understand that you may not use the Services or Cards unless you consent to receive Notices electronically. You may only withdraw consent to receive Notices electronically by closing your KleerCard Account.

We may send Notices to User's mobile phones through text or SMS to the phone numbers Administrators and Users provide to us. These Notices may include alerts about Services, Cards, Charges, and may provide Administrators and Users the ability to respond with information about Charges on Cards or your KleerCard Account. Administrators and Users may elect to not receive certain Notices through the KleerCard Account, but this will limit the use of certain Services and may increase the financial risks to the Company. Company will secure appropriate authorization to send text or SMS messages to Users on the Company’s behalf.

Administrators and Users are required to maintain an updated web browser and computer and mobile device operating systems to receive Notices correctly. Administrators and Users are responsible for all costs imposed by Internet or mobile service providers for sending or receiving Notices electronically.

3.3 Limitation of Liability

KleerCard is not liable to you for consequential, indirect, special, exemplary, or punitive damages, lost profits, or lost revenue arising from or related to your use of or inability to use Services or Cards, lost profits or reputational harm, physical injury or property damage, or any other losses or harm arising from or related to this Agreement, whether or not we were advised of their possibility by you or third parties. Our maximum liability to you for under this Customer Agreement is limited to the greater of the total amount of Fees actually paid by you to KleerCard in the three months preceding the event that is the basis of your claim or $5,000. These limitations apply regardless of the legal theory on which your claim is based.

3.4 Representations and Warranties

You represent and warrant that (a) Company is and will continuously throughout this Customer Agreement be duly organized and in good standing under the laws of its jurisdiction of incorporation, (b) Administrators have the requisite organizational power and authority to conduct business and manage Company's KleerCard Account, (c) you and Users will not engage in activities prohibited by this Customer Agreement, and (d) Company Data provided to KleerCard is complete, accurate, and current.

3.5 Disclaimer of Warranties by KleerCard

THE SERVICES, KLEERCARD PROPERTY, AND BETA SERVICES ARE PROVIDED TO YOU AS IS AND AS AVAILABLE. KLEERCARD DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF SERVICES, KLEERCARD PROPERTY, AND BETA SERVICES AND NOTHING IN THIS CUSTOMER AGREEMENT WILL BE INTERPRETED TO CREATE OR IMPLY ANY SUCH WARRANTY TO YOU.

THIRD-PARTY SERVICES ARE NOT PROVIDED OR CONTROLLED BY KLEERCARD. KLEERCARD DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY THIRD-PARTY SERVICES.

KLEERCARD DISCLAIMS ALL WARRANTIES AND DOES NOT GUARANTEE THAT (A) SERVICES AND DATA PROVIDED UNDER THIS CUSTOMER AGREEMENT ARE ACCURATE OR ERROR-FREE; (B) THE SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (C) THE SERVICES WILL BE USABLE BY COMPANY, ADMINISTRATORS, OR USERS AT ANY PARTICULAR TIME OR LOCATION; (D) SPECIFIC MERCHANTS WILL PERMIT PURCHASES USING CARDS ISSUED BY AN ISSUER; (E) SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (F) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, EVEN WHEN WE ARE ADVISED OF SUCH DEFECTS.

3.6 Indemnification

You agree to indemnify and defend KleerCard (including our affiliates, employees, contractors, and Third-Party Service Providers) against losses that result from or are related to claims, proceedings, suits, or actions brought by or initiated against KleerCard by any third party due to your breach of this Customer Agreement, or an Administrator’s or User’s breach of obligations owed under this Customer Agreement, a User Agreement, the Card Terms or any other agreements with KleerCard; for amounts owed by Company to third parties; for acts or omissions of Administrators, Users, or other Company employees or agents; for Company's use of Third-Party Services; or for disputes over Charges between Company and merchants.

3.7 Governing Law and Venue

This Customer Agreement will be construed, applied, and governed by the laws of the Commonwealth of Virginia, exclusive of its conflict or choice of law rules except to the extent that federal law controls. Subject to Section 3.8, all litigation will be brought in the state or federal courts located in Norfolk, Virginia.

3.8 Binding Arbitration

The parties agree to resolve all disputes arising under or in connection with this Customer Agreement as provided in this section. Any arbitration or other legal proceeding under this Customer Agreement will only be on an individual basis. Neither party may form with other arbitrators or parties to form a Consolidated Action. Each party waives its rights participate in a Consolidated Action against the other party.

Company and KleerCard agree to first attempt to resolve Disputes in good faith and in a timely manner. Where no resolution can be found, Disputes will be resolved by arbitration in Norfolk, Virginia, before a single arbitrator, as provided in this section; except that Disputes principally arising from protection of intellectual property rights or breach of confidential information will be resolved through litigation in accordance with Section 3.7.

Arbitration will be administered by JAMS according to the rules and procedures in effect at the time the arbitration is commenced. Disputes with amounts claimed greater than $250,000 will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Disputes with amounts claimed less than or equal to $250,000 will apply the JAMS Streamlined Arbitration Rules. The arbitrator will apply the substantive law as described in Section 3.7. If JAMS cannot administer the Dispute, either party may petition the US District Court for the Eastern District of Virginia to appoint an arbitrator. The parties acknowledge that transactions under this Customer Agreement may involve matters of interstate commerce and, notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to the terms of this Customer Agreement.

Either party may commence arbitration by providing a written demand for arbitration to JAMS and the other party detailing the subject of the Dispute and the relief requested. Each party will continue to perform its obligations under this Customer Agreement unless that obligation or the amount (to the extent in Dispute) is itself the subject of the Dispute. Nothing in this Customer Agreement affects the right of a party to seek urgent injunctive or declaratory relief from a court of appropriate jurisdiction to in respect of a Dispute or any matter arising under this Customer Agreement.

The prevailing party is entitled to recover its reasonable attorneys' fees, expert witness fees, and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

Proceedings and information related to them will be maintained as confidential, including the nature and details of the Dispute, evidence produced, testimony given, and the outcome of the Dispute, unless such information was already in the public domain or was independently obtained. Company and KleerCard, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.

3.9 Legal Process

We may respond to and comply with any legal order we receive related to your use of the Services, including subpoenas, warrants, or liens. We are not responsible to you for any losses you incur due to our response to such legal order. We may take any actions we believe are required of us under legal orders including holding funds or providing information as required by the issuer of the legal order. Where permitted, we will provide you reasonable Notice that we have received such an order.

3.10 Assignment

KleerCard may assign, pledge, or otherwise transfer this Customer Agreement or its rights and powers under this Customer Agreement without providing Notice to you. Any such assignee will have all rights as if originally named in this Customer Agreement instead of KleerCard. You may not assign this Customer Agreement or rights provided, or delegate any of its obligations, without KleerCard's express written consent (which KleerCard may grant or withhold in its sole discretion).

3.11 Headings and Interpretation

Except where otherwise specified, all references to sections or provisions refer to this Customer Agreement or the applicable incorporated terms. The phrases including, for example, or such as do not limit the generality of the preceding provision; the word _or_ will be read to mean either… or… or any combination of the proceeding items; and provisions listing items and using and require all listed items.

All monetary amounts owed under this Customer Agreement will be made in US Dollars (USD).

3.12 Changes to this Customer Agreement

We may modify this Customer Agreement or provide another agreement governing your use of the Services or any portion of them by providing you Notice. Any Administrator’s or User’s continued use of the Services or Cards constitutes your consent to the revised Customer Agreement.

Any waiver, modification, or indulgence that we provide to Company, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under this Customer Agreement for any other or future acts, events, or conditions. Further, any delay by KleerCard in enforcing our rights under this Customer Agreement does not constitute forfeiture of such rights.

3.13 Entire Agreement

This Customer Agreement constitutes the entire understanding between Company and KleerCard for the subject matter described and no other agreements, representations, or warranties other than those provided in this Customer Agreement will be binding unless in writing and signed by Company and KleerCard.

4. Defined Terms

Capitalized terms in this Customer Agreement are defined as follows:

Administrator means the authorized signer that is authorized by you to manage your KleerCard Account and act on behalf of the Company, including consenting to this Customer Agreement.

Beta Services means beta or pre-release products or services, which may contain features and functionality that are incomplete or subject to substantial change or discontinuation.

Cards means physical or virtual payment cards issued by an Issuer and managed through your KleerCard Account.

Card Networks means the payment card networks including Visa or Mastercard.

Card Terms means the agreement between Company and the applicable Issuer for use of Cards identified on our website.

Charge means a payment for goods or services made to a merchant that accepts payments on the applicable Card Network.

Chargeback means a dispute that you initiate against a merchant for an unresolved dispute with the merchant or where a Charge is unauthorized.

Company or you means the company that is applying for or has opened a KleerCard Account use the Services and manage Cards and is executing this Customer Agreement.

Company Data means information or documentation provided by the Company to KleerCard, and which includes Financial Data and any Personal Data provided by Company, Administrators, and Users.

Consolidated Action means class arbitrations, class actions, or other action brought between multiple parties based on the same or similar legal claims, or the same or similar facts.

Customer Agreement means this Customer Agreement as amended.

De-Identified Data means data derived from Company Data that has been anonymized or aggregated with other data and that can no longer be used to identify a specific company or individual.

Dispute means any dispute, claim, or controversy arising from or relating to this Customer Agreement, including any incorporated terms.

Feedback means all feedback, suggestions, ideas, or enhancement requests you submit to us.

Fees means charges we impose on you for use of Services or your KleerCard Account.

Financial Data means Company’s bank balance, transaction, and account information accessible to KleerCard through Linked Accounts or Third-Party Services.

Fines means all fines, fees, penalties, or other charges imposed by an Issuer or regulatory authority arising from your breaching of this Customer Agreement (including the Card Terms) or other agreements you have with KleerCard or an Issuer.

Issuer means the bank that is a member of the Card Network indicated on Cards and is responsible for issuing the Cards to you.

KleerCard or we means KLEERCARD INC.

KleerCard Account means your corporate account with KleerCard that is used to access Services including reviewing expenses and managing Cards.

KleerCard Data means all data developed or collected by KleerCard through the development or provision of Services, Cards, or Third-Party Services, or generated or recorded by the KleerCard Platform, but which does not include Company Data.

KleerCard Property means the Services and related technology; KleerCard Data; and copyrights, patents, trade secrets, trade or service marks, brands, logos, and other intellectual property incorporated into each of the foregoing.

Linked Account means any account that is held with a financial institution or that provides financial data and is linked to or authorized for use through your KleerCard Account.

Notice means any physical or electronic communication or legal notices related to this Customer Agreement that are provided to you, Users, or Administrators through text or SMS, email, your KleerCard Account, or by other means.

Periodic Statement means the periodic statements identifying Charges, Fees, Fines, refunds, or other amounts owed or credited to your KleerCard Account during each billing cycle.

Personal Data means data that identifies or could reasonably be used to identify a natural person.

Prohibited Activities List means the list of prohibited business types and activities posted on our website as updated from time to time that may render Company ineligible for a KleerCard Account.

Services means the expense and corporate Card management services and all other services provided by KleerCard through your KleerCard Account.

Third-Party Services means services and data provided by third parties connected to or provided through Services. Third-Party Services include accounting or expense management platforms (such as QuickBooks, Xero, and NetSuite), payment processors and e-commerce platforms (such as Shopify), and applications used to monitor Linked Accounts (such as Finicity).

Third-Party Service Provider means an affiliate or other third party that that assists us in providing the Services to you, that supports our internal operations, or that provides other services related or connected to, or provided through the Services and a KleerCard Account.

Users means any employees, contractors, agents, or other individuals permitted to use Services or Cards on your behalf.