Card Program Terms

These Outpave Card Program Terms are incorporated into and made part of the Platform Agreement between Company and Outpave and set forth the terms that govern your use of Cards. The process for obtaining, managing, and using Cards is facilitated through your Outpave Account, which is directly linked to your Stripe Treasury service managed by Fifth Third Bank N.A., Member FDIC, ensuring that all card transactions are funded in real-time from your available balance. We may update these Outpave Card Program Terms at any time by delivering notice through posting updated versions to our website. Your continued use of Cards will constitute acceptance of the updated terms.

By using Cards, you consent to these Outpave Card Program Terms, as well as the Account Linking Terms, Platform Agreement, Privacy Policy, User Terms, and Mobile App Terms, which are hereby incorporated by reference and can be found on our website.

1.1 Card and User Terms

Cards are issued by Celtic Bank and are part of the Stripe Spend program, which operates on a pre-funded basis. The available balance for card transactions is determined by the real-time balance of the Company's Stripe Account managed through Stripe Treasury services provided by Fifth Third Bank N.A., Member FDIC. You may only use the Cards if you consent to these Outpave Card Program Terms and ensure that sufficient funds are available for the intended transactions.

1.2 Activating the Cards

In order to use Cards, you must ensure that sufficient funds are pre-loaded in your Stripe Treasury account. Activation instructions are provided to Administrators with the delivery of physical Cards and are also available through your Outpave Account online portal.

1.3 Funding Limits and Account Controls

Spending power is directly linked to the funds available in your Company's Stripe Treasury account. Administrators can set spending controls and limits for each User, ensuring that the total spending across all Cards does not exceed the available funds in the Company's Stripe Account.

1.4 Requesting and Replacing Cards

Administrators may request physical and virtual Cards for Users through the Outpave Account. Replacement Cards may be requested if a Card is lost, stolen, or otherwise compromised.

1.5 Using Cards

Cards may only be used for business-related expenses and must not exceed the pre-funded balance available in the Stripe Treasury account. It is the responsibility of the User to ensure that there is enough balance before engaging in transactions.

1.6 Disputing Charges

You are responsible for reviewing transactions reflected in your periodic summaries and disputing any unauthorized charges directly with merchants. If you cannot resolve the dispute, you may contact Outpave support for assistance.

1.7 Fees

Fees related to the Outpave Card Program are disclosed upon account opening and may be updated with notice. These fees are separate from transactions and are drawn from the Stripe Treasury account balance.

1.8 Account Balances and Payments

Periodic summaries provided through the Outpave Account online portal will reflect all transactions and any program fees incurred. Program fees due to Outpave must be paid by the specified Due Date, and the payment can be made through various methods including ACH, wire transfer, or check.

Please ensure that all transactions made with your Stripe Spend Cards are adequately funded by your Stripe Treasury account and that you adhere to the terms outlined above for the payment of any program fees to Outpave.

1.9 ACH Authorization

Your Authorization to Debit Direct Debit Accounts:

By providing us with a Direct Debit Account for bill payment, you are granting authorization to Outpave or its agents to collect any program fees or other amounts due under these Outpave Card Program Terms and the Platform Agreement by debiting the specified account via the Automated Clearing House (ACH) network. These transactions will adhere to the rules established by the National Automated Clearing House Association (NACHA), and by agreeing to these terms, you are consenting to be bound by such rules. This authorization pertains only to program fees and does not relate to funding card transactions, which are managed through your Stripe Treasury services.

Manner and Timing of Payment:

Should you choose the Automatic Payment option, the full balance of program fees due will be debited from your Direct Debit Account on the Due Date as defined within your Outpave Account settings. If the Due Date falls on a non-Business Day, the debit will occur on the next Business Day. In the event that the ACH debit is unsuccessful, you agree to promptly fulfill the payment obligation by alternate means as directed by Outpave.

Withdrawing Your Authorization:

You may withdraw this debit authorization at any time by providing Outpave with 7 days' advance notice. This withdrawal does not absolve you of the responsibility to pay any amounts owed under the terms of the Outpave Card Program or the Platform Agreement. Should any payments be outstanding, you will be responsible for any resultant costs of collection and damages as described in these terms.

Commercial Nature of Outpave Account:

It is recognized that the Outpave Account and associated services are commercial, and not consumer, in nature. Consequently, certain consumer protection laws, such as the Electronic Funds Transfer Act or Regulation E, and rules specific to consumer transactions do not apply to your Outpave Account or the use of Services provided under these terms.

1.10 Defined Terms

ACH Credit Payment

Refers to a payment initiated from any business bank account to cover program fees or other amounts due to Outpave, not to fund card transactions.

Automatic Payment

A payment setup where you authorize Outpave to periodically debit your Direct Debit Account for program fees due, in accordance with the settings established by an Administrator in your Outpave Account.

Balance

The total of all program fees and other charges due to Outpave, excluding the pre-funded amounts used for card transactions which are managed through the Stripe Treasury account.

Business Day

Any day that is not a Saturday, Sunday, or a federal holiday, in which banking institutions in New York are open for business and can process transactions.

Chargeback Dispute

A process initiated by you to contest a transaction charged to your Stripe Spend Card for which you believe there is an error or which is unauthorized.

Direct Debit Account

A business bank account designated for the payment of Outpave program fees through Automatic Payment or One Time Debit Payment.

Due Date

The specified date by which any program fees due to Outpave are payable, as indicated in your Outpave Account online portal.

Issuer Card Terms

The terms agreed upon between your company and Celtic Bank, related to the issuance and use of Stripe Spend Cards.

One Time Debit Payment

An authorized payment from your Direct Debit Account to Outpave for program fees on a non-recurring basis, for a specific date or dates.

Periodic Statement

A summary provided through your Outpave Account portal that details the transactions made with Stripe Spend Cards and any program fees incurred, not to be confused with a traditional credit card statement.