The words of which the initial letter is capitalized have meanings defined under the following conditions.
The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of these Terms and Conditions:
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.
Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
In order to use the payment functionality of our application, you must open a "Dwolla Account" provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through your Dwolla Account are held or transferred by Dwolla's financial institution partners. You must be at least 18 years old to create a Dwolla Account. You authorize us to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla Account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla Account activity, and can be reached at basicblock.io, support@basicblock.io and/or (308) 539-2819.
You expressly authorize the Companys service provider, Dwolla, Inc. to originate credit transfers to your financial institution account. You authorize the Company 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 availablehere.
We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.
Upon termination, Your right to use the Service will cease immediately.
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven't purchased anything through the Service.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.
The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
If you have any questions about these Terms and Conditions, You can contact us at support@basicblock.io
These Spend Card Terms and Conditions (the “Spend Card Terms” or these “Terms”) apply to certain spending cards that we may make available to you from time to time for making limited business purpose purchases (each, a “Card”). Cards may be issued by the financial institution(s) we select from time to time. By requesting, using or allowing the use of a Card, you are agreeing to the following:
Defined Terms. In these Terms, “you” and “your” refer to the business entity (sole proprietorship, partnership, corporation, limited liability company or other entity) to which a Card is issued. “We,” “us” and “our” refer to BasicBlock. You authorize us to provide Cards to certain of your personnel as you may request from time to time (“Authorized Users”). Each Card will be linked to an account or subaccount (a “Card Account”).
Card Availability. Cards are made available in our sole and absolute discretion. We are not obligated to make any Card available to you. We may deactivate and close any or all Cards and Card Accounts at any time with or without cause and without advance notice. We may provide substitute Cards for any previously issued Cards at any time. We may establish and from time to time adjust the spending limit for your Card Accounts in our sole and absolute discretion without advance notice (we may do this by, among other things, prepaying a certain amount of funds on the Card Account or otherwise loading or assigning a certain value to your Card; we reserve the right to reclaim such funds and value and you shall not have any right, title or interest therein). Regardless of the spending limit for your Card Account(s), you will not allow the unpaid balance on any Card Account to exceed $5,000 at any time. You agree to return or destroy your Cards immediately on our request.
Card Use. You agree to use each Card only to purchase fuel for commercial purposes for a single vehicle driven by you or your Authorized User. You represent, warrant and agree that your purchases will be made solely in the ordinary course of your business as previously conducted. We may (but are not obligated to) implement restrictions that cause a Card transaction to be declined if used for non-fuel purchases. We may suspend your Card Account and/or decline authorization for any Card transaction in our sole discretion at any time for any reason. You agree not to use your Card Account, or allow it to be used, for any illegal transaction or any internet gambling transaction.
MPORTANT NOTICE ABOUT CHANGES IN TERMS: We may unilaterally change these Spend Card Terms at any time. This includes but is not limited to, the right to add and change fees and finance charges (or interest) applicable to your Card Account(s). We will send you notice of changes to the extent required by law. Changes will be effective on the date we specify and without the necessity of any additional consent from you. Changed terms will be effective regardless of whether you subsequently use your Card. Changed terms may apply to the outstanding balance of your Card Account(s) and to future transactions and balances.
Repayment. You agree to repay us on demand for all charges arising out of any use of your Card(s) (including charges, if any, for purchases made in violation of these Terms and for purchases in excess of the spending limit we establish for your Card Account). Such charges (and any applicable fees, if any) will be reflected on your Card Account(s). Without limiting your repayment obligation in the preceding sentence, you authorize us to electronically debit any deposit account that you have identified to us (or may in the future identify to us) for the full balance of your Card Account(s) (this will include the deposit account(s) identified to us in connection with any factoring arrangements we have in place with you). Such debits may be initiated from time to time without further notice or approval. This authorization will remain in full force and effect until we receive notice that you have revoked it and we have a reasonable opportunity (not less than 14 business days) to act on it. Revocation of your authorization needs to be filed in writing to BasicBlock’s primary address at 720 O St, Ste F, Lincoln, NE 68508, or in writing via email at fuel-transactions@basicblock.io. If you revoke your authorization, we may immediately deactivate your Card. You agree that all electronic debit transactions that you authorize must comply with all applicable law.
Third Parties. We may engage various third parties (such as a card issuer, a card program manager and/or a payment services provider) for various purposes related to your Card(s) and Account(s), including for purposes of facilitating the issuance of Cards, servicing of your Account(s) and the electronic repayment of your Account balance. We may make any information pertaining to your Card(s) and Account(s) available to such third parties from time to time. Such third parties may require that you agree to certain additional terms and conditions from time to time. Stripe Issuing Spend Cards are subject to, and you agree to comply with, the Stripe Annex linked here.
Your Personnel/Authorized Users. You are responsible for all charges made by any person(s) you request to receive a Card even though they charge more than you intended. Each person to whom a Card is issued at your request shall be deemed authorized to use the Card until that authority is expressly revoked by you and that person’s card is returned to us. All uses of each account by any person to whom a card is issued (or by any person that person provides their card to) shall be deemed authorized and you shall be responsible for all charges thereon regardless of the purpose thereof and regardless of whether the person violates your rules pertaining to card usage.
Information Requests. You agree to promptly respond to our requests from time to time for information about your business and/or your use of your Card(s) and Card Account(s). You represent, warrant and agree that all information you provide in response to our requests will be true, accurate and complete.
Liability for Unauthorized Use. You are responsible for monitoring all activity related to your Card(s) and Card Accounts, including any suspicious or unauthorized activities or transactions. You agree to notify us immediately of any loss, theft or unauthorized use of your Cards or Card Accounts. Your liability for unauthorized use of a Card Account shall not exceed any applicable limit mandated by law (if any). However, you are liable for any unauthorized use of your Card(s) and Card Account(s) to the fullest extent permitted by law. If unauthorized use of your Card Account(s) occurs, you agree to cooperate as requested with our investigators and with law enforcement authorities.
Limitation of Liability. In recognition of the fact that we are not charging interest or fees in connection with your Card Account(s), you agree that: (A) OUR CUMULATIVE AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR CARD(S) OR CARD ACCOUNT(S) SHALL NOT EXCEED $1,500.00; AND (B) IN NO EVENT SHALL WE BE LIABLE FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOST REVENUES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR THE LIKE, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
Indemnity. To the fullest extent allowed by law and applicable card network rules, you agree to indemnify, defend and hold us harmless from and against any claims (including claims made by your Authorized Users) arising out of or related to: (i) your breach of these Terms or any misuse of your Cards; (ii) your or your Authorized Users’, employees’, or other personnel’s acts or omissions, including your failure to comply with applicable law; (iii) claims made against us by any of your Authorized Users, employees, or other personnel; (iv) the underlying purchases made with your Card (e.g., an underlying fuel purchase); or (v) our compliance with your orders, instructions or requests.
Miscellaneous. No course of dealing shall operate as a waiver of any of the terms hereof. No waiver shall be effective unless in writing signed by us. The remedies in these Terms are in addition to all our other rights and remedies at law or in equity. You agree that we may call your representatives at any number you provide to us or that we otherwise have access to (whether business or personal numbers). We may call a mobile phone number if you have provided that mobile phone number to us or if you have placed a mobile phone call to us. We may contact you via e-mail if you have provided us with an e-mail address or if you have contacted us via e-mail. We may monitor or record all incoming and outgoing calls. You agree to notify us of any change in your mailing address at least ten days before it changes. All notices that we send you will be considered given when we include the notice on or with any billing statement or when we deposit the notice in the United States mail addressed to the most recent address we have for you. We may report information about your Account to credit bureaus. Late payments, missed payments, or other defaults on your Account may be reflected in your credit report. If you dispute credit information we are reporting about you, you may notify us at fuel-transactions@basicblock.io. We may make inquiries of third parties in connection with maintaining and collecting your Card Account(s), and you authorize such third parties to release information about you to us. We may transfer all or part of your Card Account balance, along with our rights under this Agreement, to another person or entity. You may not transfer your rights or obligations under these Terms or with respect to Cards or Card Accounts. The interpretation and enforcement of this Agreement shall be governed by the law of the State of Nebraska, regardless of conflict of law principles. Any action arising out of this Agreement shall be commenced and maintained solely and exclusively in the state or federal courts located in the state of Nebraska.
In this Stripe Annex (this “Annex”), references to “We,” “us” and “our” refer to BasicBlock and the third parties we engage to facilitate the issuance of Cards and servicing of your Card Account(s). Capitalized terms that are not otherwise defined herein shall have meanings assigned to them in the definitions section set forth at the end of this Annex.
Using Cards. You may only use Cards for bona fide business purchases and for valid and lawful purposes. You may not use Cards for personal, family or household purposes. All Cards remain the property of the Issuer and must be returned upon request. The Issuer may cancel, revoke, repossess or restrict the use of the Cards at any time. We may decline to authorize or reverse Card charges or suspend Cards for any reason, including for violation of this Annex, 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. We are not responsible and will have no liability if a merchant refuses to honor a Card or accept a Transaction.
Card Account Holds. When you use a Card to initiate a Transaction 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. We also may place a hold on available funds in the Card Account for certain other Transactions. When a hold is placed on the Card Account, the amount of the hold will reduce the amount you are permitted to spend until the hold is released.
Card Security. You and each Authorized User are responsible for securing Cards, Card Account numbers and Card security features (including the CVV and PIN).
Prohibited Persons. You and each Authorized User you permit to use a Card must represent and agree it is not, at the time of Card activation, 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 Card Accounts or Cards to you or from otherwise conducting business with you.
User Terms. You accept and agree to comply with the terms of the Stripe Spend Card Authorized User Terms posted at https://stripe.com/legal/issuing/spend-card-user-terms (the “Authorized User Terms”). Under such terms, you are the person authorized by us to receive and use a Stripe Issuing Spend Card (we are referred to in the Authorized User Terms as the “Program Accountholder”).
Data Protection. You represent, warrant, and agree that you are and will continue to be compliant with all applicable Laws governing the privacy, protection, security, confidentiality, and use of data that you provide to us or access or use in connection with the Program. You further represent, warrant, and agree that you have obtained and will maintain all necessary rights and consents under applicable Law to provide to us, and to allow us to collect, use, retain, and disclose, any Personal Data that you provide to us or authorize us to collect, including data that we may collect directly from Authorized Users. You are solely responsible for disclosing to Authorized Users that we may receive Personal Data from you. Additionally, where required by applicable Law or the Card Network Rules, we may delete or disconnect an Authorized User's Personal Data from your Company Account when requested to do so by the Authorized User. If we become aware of an unauthorized acquisition, disclosure or loss of Personal Data on our systems, we will notify you consistent with our obligations under Law and provide you with sufficient information regarding the unauthorized acquisition, disclosure or loss to help you mitigate any negative impact on the Authorized User.
Program Data. You agree that Program Data belongs to us, and you may not use it for any purpose unrelated to your use of your Company Account, Card Accounts, Cards, Statements, and Charges without our express written consent. You may not disclose Program Data to others except in connection with processing Transactions and consistent with Laws and Card Network Rules.
Use of Data by Us. Stripe processes, analyzes, manages, and discloses Data to: (a) provide the Program to you and other users; (b) mitigate fraud, financial loss, or other harm to you, other users and Stripe, (c) fulfill our obligations to regulatory authorities and Issuer; and (d) analyze, develop and improve our products, systems and tools. Stripe provides Data to third parties, including Issuer, Platform Providers, and Card Printers, and their respective Affiliates, as well as to Stripe's Affiliates, to allow us to provide the Program to you and other users. We do not provide Personal Data to unaffiliated parties for marketing their products to you. You understand and consent to Stripe's access to and use and disclosure of Data for the purposes and in a manner consistent with this section. We will only use and disclose Account Data and Personal Data as required to provide the Program to you and Authorized Users and/or to fulfill our obligations to regulatory authorities and/or as otherwise permitted by the Stripe Privacy Policy. Issuer will use, care for, and disclose Data in the manner described in the Issuer Privacy Policy. Protection of Data is very important to us. The Stripe Privacy Policy and the Issuer Privacy Policy explain how and for what purposes we collect, use, retain, disclose, and safeguard Data provided to us in connection with the Program. You agree to review the terms of these policies, which we may update from time to time, and which form part of this Annex.
Stripe's Security. We will maintain commercially reasonable administrative, technical, and physical procedures to protect Account Data and Personal Data stored in our servers from unauthorized access, accidental loss, modification, or breach, and we will comply with applicable Laws and Card Network Rules when we handle Account Data and Personal Data. However, no security system is impenetrable, and we cannot guarantee that unauthorized parties will never be able to defeat our security measures or misuse any Account Data and/or Personal Data in our possession. You provide Account Data and Personal Data to Stripe with the understanding that any security measures we provide may not be appropriate or adequate for your business, and you agree to implement Security Controls (as defined below) and any additional controls that meet your specific requirements. In our sole discretion, we may take any action, including suspension of your Company Account and related Card Accounts and Cards, to maintain the integrity and security of the Program or Data, or to prevent harm to you, us, Authorized Users, or others. You waive any right to make a claim against us for losses you incur that may result from such actions.
Your Security. You are solely responsible for the security of any Data that is on your website or your servers, that is in your possession, or that you are otherwise authorized to access or handle. You will comply with Law and Card Network Rules and the standards and other requirements of the Payment Card Industry Security Standards Council (the "PCI Requirements") when accessing, handling or otherwise maintaining Data, and will provide evidence of your compliance to us or your Platform Provider upon our request. If you do not provide evidence of such compliance to our satisfaction, we may suspend your Company Account or terminate this Annex. You are responsible for assessing the security requirements of your business, and selecting and implementing security procedures and controls ("Security Controls") appropriate to mitigate your exposure to security incidents. We may provide Security Controls as part of the Program, or suggest that you implement specific Security Controls. However, your responsibility for securing your business is not diminished by any Security Controls that we provide or suggest, and if you believe that the Security Controls we provide are insufficient, then you must separately implement additional controls that meet your requirements. You may review some of the details of our Security Controls on our website.
Virtual Cards. Virtual Card details should be accessed from the Platform Dashboard only. If Virtual Card information is exported from the Platform Dashboard, you must securely store details in an encrypted manner. Unauthorized transactions on Virtual Cards may not have dispute rights in certain circumstances.
Right to Audit. In the event of a security incident which may impact Program Data, you agree to provide information and assistance as reasonably requested by Stripe, Issuer or regulatory authority.
Ownership. All intellectual property embodied in the Program and all Program Services offered by Stripe in connection with this Annex, through your Platform Provider or otherwise, shall constitute Stripe IP and, as between you and Stripe, shall be owned and licensed by Stripe as provided in the Stripe Services Agreement between BasicBlock and Stripe (the “Stripe Services Agreement”).
Use of Marks. If you choose to place your design, name, logo and other service marks ("User Marks") on the Cards or other materials related to the Program, you represent and warrant that you have, and agree that during the term of this Annex you will retain, all right, title, and interest in and to the User Marks necessary for you to use the User Marks as you propose. You hereby grant to us, and any third party we engage to provide Card printing services ("Card Printer"), a fully paid-up, worldwide, non-exclusive license to use the User Marks on Cards and any Program materials during the term of this Annex. You have no right to use our Marks or Stripe Marks. In the event that you seek to use your Platform Provider's User Marks on your Cards, you make the same representations, warranties, and agreements under this Section with respect to your right, title, and interest in and to such User Marks, and you will promptly provide further evidence of such rights if requested by Stripe. Despite anything to the contrary, Stripe will not publicly identify you as a Stripe customer without your prior consent.
Marketing of Stripe Issuing. To the extent you engage in any marketing for the Program, you must follow the Stripe Issuing Card Marketing Guidelines (the "Marketing Guidelines"), as the Marketing Guidelines may be updated from time to time, when marketing or promoting the Program. The Marketing Guidelines contain requirements related to use of pre-approved marketing materials, permitted customization of marketing materials and approval process for certain materials, audit rights, training, and certain other requirements that apply to marketing by email.
Unless clearly stated elsewhere in this Annex, we make no express or implied representations or warranties regarding the Program, including warranties of merchantability, suitability or fitness for a particular purpose, title to or non-infringement of any technology or intellectual property we provide, and any warranties arising from course of dealing, course of performance or trade usage. We specifically disclaim all representations and warranties that your Company Account, the Program, the Program Services, or the services any third party provides in connection with this Annex, 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.
Under no circumstances will we or our respective Affiliates, employees, officers, directors, or service providers (each, an "Indemnified Party") be responsible or liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, for any loss of profits, loss of revenue, loss of business opportunity, or other losses, for any personal injury or property damage, or for any other damages or losses arising out of, relating to, or in connection with this Annex or your Authorized Users' use of Cards, even if such damages or losses are foreseeable and whether or not any Indemnified Party has been advised of the possibility of such damages or losses, including any damages or losses resulting from your use or inability to use your Company Account, Cards, or the Program Services or from the unavailability of the computer systems used by any Indemnified Party to provide the Program, your Company Account, Cards, or the Program Services to you. Without limiting the generality of the foregoing, (a) each Indemnified Party is not liable for, and hereby denies and disclaims responsibility for, any damages, harm, or losses to you arising out of or relating to hacking, tampering, or other unauthorized access to or use of your Company Account, Cards, or the Program Services or your failure to use or implement anti-fraud measures, security controls, or any other data security measures, (b) each Indemnified Party hereby further denies and disclaims responsibility for all liability, damages, and losses to you or others caused by (i) your access to or use of your Company Account inconsistent with this Annex, or the instructions or other information any Indemnified Party may provide you with respect to your Company Account, (ii) any unauthorized access to or use of servers, infrastructure, or Data in connection with the Program Services, (iii) interruptions to or cessation of the Program Services, (iv) any bugs, viruses, or other harmful code that may be transmitted to or through the Program Services, (v) any errors, inaccuracies, omissions, or losses in or to any Data provided to any Indemnified Party, (vi) third-party content provided by you, or (vii) the defamatory, offensive, or illegal conduct of others. To the extent any Indemnified Party is determined to be liable under this Annex, you agree to limit any liability of the Indemnified Party under this Annex 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 the liability of the Indemnified Parties will apply to you regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.
You will, at your own expense, hold harmless, defend, protect, and indemnify each Indemnified Party from and against all losses, claims, breaches, suits, damages, liabilities, costs, charges, fines, penalties, 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 any such Indemnified Party, related to any action or threatened action, suit, claim, proceeding or regulatory action, regardless of merit, brought by any third party, caused or incurred by, resulting from, arising out of, or relating to: (a) any breach of any term, condition, obligation, representation, warranty, or covenant in this Annex; (b) any actual or alleged infringement, violation, or misappropriation of a third party's intellectual property or proprietary rights; (c) any gross negligence, fraud or intentional misconduct; (d) any violation of Law by you or any violation of Law or the Card Network rules caused by you; or (e) any other acts or omissions, including the acts or omissions of Administrators and Authorized Users.
This Section does not and will not limit your responsibility and liability to us for any other amounts for which you are responsible pursuant to any other provisions of this Annex.
Governing Law. Utah law, without regard to Utah's conflict of law principles, governs any claims or controversies arising out of this Annex, your Company Account, Card Accounts, or use of Cards.
Dispute Resolution. All disputes, claims and controversies that you have arising out of or relating to this Annex shall be resolved directly with BasicBlock. You agree not to assert any claims or demands arising out of this Annex against Stripe or any other third party we engage to facilitate the issuance of Cards and servicing of your Card Account(s).
Relationship to Other Stripe Agreements. You acknowledge that the Program is concurrently governed by the Stripe Services Agreement and other agreements that we may have with Stripe. In particular, each of the Stripe API, and your Company Account, Card Accounts, and Transaction management tools and services available in connection with the Program is a "Service," as the term is defined and used in the Stripe Services Agreement. To the extent this Annex conflicts with the Stripe Services Agreement, this Annex will prevail, but solely as applicable to the Program Services.
Entire Agreement. This Annex, together with the Stripe Services Agreement and the other agreements that we may have with Stripe, the Authorized User Terms, and the Privacy Policy, constitute 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.
Notices and Communications. You consent to accept notices and communications under this Annex electronically and understand this has the same legal effect as a physical signature. We (or your Platform Provider) may send notices to your Company Account through the Platform Dashboard, or to the email addresses or phone numbers maintained in your Company Account.
Account Support. Your Platform Provider will be responsible for providing you with support to resolve general issues relating to your Company Account and your use of the Program. Stripe also makes available resources and Documentation through the current versions of Stripe's support pages, API documentation, and other pages on Stripe's website https://stripe.com/. The most efficient way to get answers to your questions is to review our Documentation. If you still have questions after reviewing the Documentation, please contact your Platform Provider.
Severability. If any provision of this Annex is determined by any court or governmental authority to be invalid, illegal, or unenforceable, this Annex will be enforced as if the unenforceable provision were not present and any partially valid and enforceable provision will be enforced to the extent that it is enforceable.
Assignment. We may transfer, sell, or assign your Company Account, associated Card Accounts, Cards, this Annex or any other rights or obligations under this Annex. You may not transfer, sell, or assign your Company Account, associated Card Accounts, Cards, this Annex or any of your obligations under this Annex to another person or entity without Stripe's prior written consent. Any assignment in violation of the foregoing will be null and void from the beginning.
Updates to this Annex and Related Matters. We may prospectively add to, delete, or amend this Annex, the Marketing Guidelines, or the Authorized User Terms at any time. We reserve the right, subject to 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 Annex, the Marketing Guidelines, and/or the Authorized User Terms by posting such changes on our website or any other website we maintain or own or by delivering notice of changes to you electronically, and your continued use of the Program will constitute acceptance of any these amended or new terms.
Survival. All provisions of this Annex that give rise to a party's ongoing obligation will survive termination of this Annex, including the sections pertaining to Data Protection, Program Data, Stripe's Security, Your Security, Right to Audit, Use of Marks, Disclaimer, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, Relationship to Other Stripe Agreements, Entire Agreement, Notices and Communications, Severability, Assignment, Updates to this Annex and Related Matters, Survival, Beta Services Terms, and Definitions.
(a) Stripe may indicate that the Program Services as a whole, with regard to a particular release or feature, or as offered in certain countries or regions, are classified by Stripe as "beta," "pilot," "limited availability," "invite only," or "pre release" ("Beta" and, with respect to the Beta portion of the Program Services, "Beta Services"). Beta Services may be generally available in some countries while still classified as Beta in others. The Beta Services will continue to be subject to the Beta classification and this Section 11.9 until Stripe removes the classification.
(b) Stripe has no obligation whatsoever to provide any bug fixes, error corrections, patches, or service packs for, or any revisions, successors, or updated versions to, the Beta Services, or any part of them, while the Beta classification is in place.
(c) Stripe does not guarantee service levels for Beta Services. Stripe may suspend your access to the Beta Services, including if Stripe reasonably believes that: (a) suspension of the Beta Services is required by Law; (b) continued provision of the Beta Services would cause Stripe to breach of any obligation Stripe owes to a third party; or (c) Stripe determines that continued provision of the Beta Services would give rise to an unacceptable security or privacy risk. Stripe also may terminate access to the Beta Services if Stripe, in its sole discretion, generally stops offering the Beta Services completely or in the applicable jurisdiction.
"Account Data" means personal or business information that you and/or your Platform Provider provides to Stripe to determine your eligibility for a Company Account, or to otherwise permit Stripe to provide the Program to you and to fulfill its responsibilities to Issuer. "Account Statement" means a report detailing Charges and other amounts owed on or credited to your Company Account. "Affiliate" means an entity that directly or indirectly controls, is controlled by or is under common control with another entity. "Business Day" means any Monday through Friday, except for those that occur on a U.S. Federal holiday. "Card" means a business charge card issued by Issuer, linked to a Card Account, and enabled for Transactions over the Card Network. Cards may either be a physical card embossed with a 16-digit number or a virtual card represented by a 16-digit number. References to "Card" or "Cards" in this Annex includes the Card Account(s) linked to the Card or Cards. "Card Account" means a sub-account of a Company Account that is linked to a Card issued to you. "Card Network" means the payment card network operated by Visa or Mastercard. "Card Network Rules" means the operating rules, regulations and other requirements of the Card Networks. "Charge" means the use of the Card to complete a Transaction. "Company 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. "Complaint" means any expression of dissatisfaction with a product, service, policy, or employee related to the Program except those expressions made by holders of Card Accounts who are employees of a Company. "Data" used without a modifier means all Personal Data, Account Data and Program Data. "Daily Spending Limit" means the maximum aggregate daily amount available for Charges on your Company Account across all Cards and Card Accounts. "Disputed Charge" means a Charge that you report as erroneous or unauthorized. "Issuer" means the Card Network principal issuing member(s) that participates in the Program, currently Celtic Bank, a Utah-chartered, Federal Deposit Insurance corporation-insured bank located in Salt Lake City, Utah. "Law" means all laws, rules and regulations applicable to you or us and/or your use of the Program Services. MasterCard" means MasterCard International Incorporated. "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. "Platform" or "Platform Provider" means a platform that Stripe has authorized to offer access to the Program Services. "Platform Customer" means any person or entity connected to a Platform Provider's Platform. "Principal Owners" means, with respect to a legal entity: (a) 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 (b) 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" means the program through which Issuer issues Cards and extends credit to you, and Stripe, through your Platform Provider, provides a Company Account, Cards, and Transaction management tools and services, in each case, for use by your Administrators and Authorized Users, as applicable. "Program Data" means information associated with eligibility criteria, your Company Account, Card Accounts, Cards (including CVVs and PINs), Administrators, Authorized Users, Charges, access credentials, 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. "Program Services" means the Company Account, Cards, Charges and payment processing for the Cards, Account Statements, Transaction Histories, and all other services provided to you by us in connection with the Program. "Stripe API" means the application programming interfaces developed and made available by Stripe to facilitate access to and use of the Program Services. "Stripe Issuing Spend Card" means a Card. "Transaction" means a request initiated by or on behalf of you to make a payment with a Card for the purchase of goods or services for business purposes. "Transaction History" means the record of Charges, Transactions, and payments made on your Company Account. "Virtual Cards" means a virtual account number or code issued by Issuer and assigned to a Company Account that may be used by an Authorized User to conduct Transactions. "Visa" means, collectively, Visa U.S.A., Inc. and Visa International.