Account Linking Terms

Effective Date: December 22, 20224

‍

These Account Linking Terms (these “Terms”) contain the terms and conditions for your use of  digital tools and services offered by Outpave and its Third-Party Service Providers that allow you to link your bank accounts and other financial accounts (each, a “Linked Account”) to your Outpave Account (“Services”). “Company” or “you” means the company that is applying for or has opened a Outpave Account and seeks to use the Services, and “we”, “us” and “our” means Outpave. 

‍

These Terms are incorporated into and made part of the Platform Agreement between Company and Outpave, which sets forth the terms that govern your use of Cards and your Outpave Account. We may update these Terms at any time by delivering Notice through posting updated versions to our website, and your continued use of your Outpave Account will constitute acceptance of the updated Terms. Capitalized terms that are not defined herein have the definitions provided in the Platform Agreement.

‍

Provide Accurate Information. 

You represent and agree that all information you provide to us in connection with the Services is accurate, current, and complete. You agree not to misrepresent your identity or account information. You agree to keep account information secure, up to date and accurate. You represent that you are a legal owner, or an authorized user, of the Linked Accounts at third party sites which you include or access through the Services, and that you have the authority to (i) designate us and our Third-Party Service Providers as your agent, (ii) use the Services, and (iii) give us and our Third-Party Service Providers the passwords, usernames, and all other information you provide in connection with the Services.

‍

Content You Provide. 

Your use of the Services is your authorization for Outpave and its Third-Party Service Providers, as your agent, to access third party sites which you designate in order to retrieve information. You are licensing to Outpave and its Third-Party Service Providers any information, data, passwords, usernames, PINs, personally identifiable information or other content you provide through the Services (the “Licensed Material”). You authorize Outpave and its Third-Party Service Providers to use any Licensed Material or any information that we or our Third-Party Service Providers service providers retrieve through the Services for various business purposes in connection with your Outpave Account, including verifying account balances and account information, identifying spending patterns and potential fraud, analyzing and reporting transactions, approving or declining your request for prequalification and/or application to open a Outpave Account, establishing credit limits and payment terms for your Outpave Account, administering and servicing your Outpave Account and determining your eligibility for other products and services offered by Outpave, in addition to other permissible business purposes.

‍

Except as otherwise provided herein, we or our Third Party Service Providers may store, use, change, or display Licensed Material or create new content using such Licensed Material.

‍

Authority to Access Information. 

Unless and until you unlink a Linked Account from your Outpave Account, you grant Outpave and its Third-Party Service Providers the right to access information at third-party sites on your behalf. Third-party sites shall be entitled to rely on the authorizations granted by you. For all purposes hereof, you hereby grant Outpave and its Third-Party Service Providers the right to access third-party sites to retrieve information, and use such information, as described herein, with the full power and authority to do and perform each and every act and thing required and necessary to be done in connection with such activities. Upon notice to Outpave, you may (i) revoke Outpave’s right to access information at third party sites on your behalf by unlinking the relevant Linked Account(s), or (ii) request deletion of information collected from third party sites, subject to Section 7 and Outpave’s right to retain Licensed Materials that it is required to retain pursuant to applicable law or regulation and in accordance with its standard data retention policies. You understand and agree that the Services are not sponsored or endorsed by any third-party site.  YOU ACKNOWLEDGE AND AGREE THAT WHEN OUTPAVE INSTITUTION OR ITS THIRD-PARTY SERVICE PROVIDERS ACCESS AND RETRIEVE INFORMATION FROM THIRD-PARTY SITES, THEY ARE ACTING AT YOUR REQUEST AND WITH YOUR PERMISSION AND AUTHORIZATION, AND NOT ON BEHALF OF THE THIRD-PARTY SITES.

‍

Third Party Accounts. 

With respect to any third-party sites we may enable you to access through the Services or with respect to any Linked Accounts you include in the Services, you agree to the following:

You are responsible for all fees charged by the third party in connection with any Linked Accounts. You agree to comply with the terms and conditions of those accounts and agree that this Agreement does not amend any of those terms and conditions. If you have a dispute or question about any transaction on a Linked Account, you agree to direct these to the relevant account provider.

Any links to third party sites that we may provide are for your convenience only, and Outpave and its Third-Party Service Providers do not sponsor or endorse those sites. Any third-party services, which you may be able to access through the Services, are services of the listed institutions. Neither Outpave nor our Third-Party Service Providers have responsibility for any transactions and inquiries you initiate at third party sites. The third-party sites you select are solely responsible for their services to you. Neither Outpave nor our Third-Party Service Providers are liable for any damages or costs of any type arising out of or in any way connected with your use of the services of those third parties.

‍

Limitations of Services. 

When using the Services, you may incur technical or other difficulties. Neither Outpave nor our Third-Party Service Providers are responsible for any technical or other difficulties or any resulting damages that you may incur. Any information displayed or provided as part of the Services is for informational purposes only, does not represent an official record of your Linked Account, may not reflect your most recent transactions, and should not be relied on for transactional purposes. We and our Third-Party Service Providers reserve the right to change, suspend or discontinue any or all of the Services at any time without prior notice. In the event that Services are discontinued, your information shall be retained in accordance with these Terms and the privacy policies of Outpave and the Third-Party Service Provider offering the Services.

Acceptance of Terms and Changes. 

Your use of the Services constitutes your acceptance of these Terms. These Terms are subject to change from time to time. We will notify you of any material change on our website by providing a link to the revised Terms. Your continued use will indicate your acceptance of the revised Terms. The licenses, user obligations, and authorizations described herein are ongoing.

‍

Aggregated Data. 

Anonymous, aggregate information, comprising financial account balances, other financial account data, or other available data that is collected from your Linked Accounts through your use of the Services, may be used by us and our Third-Party Service Providers to conduct certain analytical research, performance tracking and benchmarking. Our Third-Party Service Providers may publish summary or aggregate results relating to metrics comprised of research data, from time to time, and distribute or license such anonymous, aggregated research data for any purpose, including but not limited to, helping to improve products and services and assisting in troubleshooting and technical support. Your personally identifiable information will not be sold to third parties and will be used, shared and stored in accordance with the privacy policy of Outpave and any applicable Third-Party Service Provider.

‍

Ownership. 

You agree that Outpave and its Third-Party Service Providers, as applicable, retain all ownership and proprietary rights in the Services, associated content, technology, mobile applications and websites.

‍

User Conduct. 

You agree not to use the Services or the content or information delivered through the Services in any way that would: (a) be fraudulent or involve the sale of counterfeit or stolen items, including but not limited to use of the Services to impersonate another person or entity; (b) violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (c) create liability for Outpave or its Third-Party Service Providers or cause Outpave to lose the services of our Third-Party Service Providers; (d) access the information and content programmatically by macro or other automated means; or (e) use the Services in such a manner as to gain unauthorized entry or access to computer systems.

‍

Indemnification. 

You agree to defend, indemnify and hold harmless Outpave, its Third-Party Service Providers and their respective affiliates, directors, employees, agents and representatives from and against any and all third party claims, liabilities, damages, losses or expenses, including settlement amounts and reasonable attorneys’ fees and costs, arising out of or in any way connected with your access to or use of the Services, your violation of these Terms or your infringement, or infringement by any other user of your Outpave Account, of any intellectual property or other right of anyone.

‍

Disclaimer. 

The Services are not intended to provide legal, tax or financial advice. Outpave and its Third-Party Service Providers specifically disclaim any liability, loss, or risk which is incurred as consequence, directly or indirectly, of the use and application of any of the content on this site. Further, Outpave and its Third-Party Service Providers are not responsible for any credit, insurance, employment or investment decisions or any damages or other losses resulting from decisions that arise in any way from the use of the Services or any materials or information accessible through it. 

‍

DISCLAIMER OF WARRANTIES. 

YOU AGREE YOUR USE OF THE SERVICES AND ALL INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES) IS AT YOUR RISK AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE, AND OUR THIRD-PARTY SERVICE PROVIDERS, DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE USE OF THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE, AND OUR THIRD-PARTY SERVICE PROVIDERS, MAKE NO WARRANTY THAT THE SERVICES (i) WILL MEET YOUR REQUIREMENTS, (ii) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE SERVICES OR TECHNOLOGY WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL, AS APPLICABLE. WE, ON BEHALF OF OURSELVES AND ALL THIRD-PARTY SERVICE PROVIDERS, EXPRESSLY DISCLAIM ANY TYPE OF REPRESENTATION OR WARRANTY REGARDING THE AVAILABILITY OR RESPONSE TIME OF THE SERVICE OR CONTENT OR INFORMATION OBTAINED THROUGH THE SERVICE OR THAT SUCH ACCESS WILL BE UNINTERRUPTED OR ERROR-FREE AND, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, EXPRESSLY DISCLAIMS THE ACCURACY, COMPLETENESS AND CURRENCY OF ALL INFORMATION COLLECTED ON YOUR BEHALF. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OUTPAVE OR ITS THIRD-PARTY SERVICE PROVIDERS THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

‍

LIMITATION OF LIABILITY. 

YOU AGREE THAT OUTPAVE AND ITS THIRD-PARTY SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM (i) THE USE OR THE INABILITY TO USE THE SERVICES AT OUR WEBSITE/MOBILE APPLICATION OR OF ANY LINKED ACCOUNT PROVIDER’S WEBSITE/MOBILE APPLICATION; (ii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES, (iii) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICES, (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION OR DATA OR LINKED ACCOUNT, (v) STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICES, (vi) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES, OR (vii) ANY OTHER MATTER RELATING TO THE SERVICES.

‍

WAIVER OF JURY TRIAL AND CLASS ACTION. 

You agree that, with respect to any dispute with us or our Third-Party Service Providers, arising out of or relating to your use of the Services or these Terms: (i) YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and (ii) YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING SUCH DISPUTE.

‍

Export Restrictions. 

You acknowledge that the Services and any software underlying such Services are subject to the U.S. Export Administration Regulations (15 CFR, Chapter VII) and that you will comply with these regulations. You will not export or re-export the software or Services, directly or indirectly, to: (1) any countries that are subject to U.S. export restrictions; (2) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government; or (3) any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that the Services may include technical data subject to export and re-export restrictions imposed by U.S. law.

‍

Other Terms. 

You may not assign these Terms. A determination that any provision of these Terms is unenforceable or invalid shall not render any other provision of these Terms unenforceable or invalid.