AppDirect Card Terms and Conditions

These Card Terms and Conditions (the “Terms and Conditions”) governs your use of the Card as an eligible AppDirect Technology Advisor. The AppDirect Card (the “Card”) is a purchase card managed by AppDirect Agent Services, Inc. (“AppDirect”) under Stripe, Inc.’s spend card program. The Card is provided in connection with other services offered to you by AppDirect pursuant to the Agent Agreement between AppDirect and you (the “Agreement”). All capitalized terms not defined in these Terms and Conditions have the meaning assigned to them in the Agreement (or in the Service Terms included by reference therein). Unless otherwise indicated, “you” and “your” refers to the entity that has been offered and accepted the Card from AppDirect.

1. Overview. Your Card allows you to pay business expenses with funds advanced by AppDirect. The funds represent the approximate amount to be paid from your next upcoming AppDirect monthly commission payment. The Card is a purchase card and not a credit or debit card.
2. Eligibility. AppDirect may, from time to time and at its sole discretion, offer a Card to Technology Advisors that (i) have been active agents of AppDirect or any of its affiliates for more than one (1) year, (ii) have a growing book of business with AppDirect, and (iii) are headquartered in the United States. Eligible Technology Advisors will be notified via the AppDirect Marketplace or by email. AppDirect may decline to offer a Card to any Technology Advisor without liability.
3. Activation. Before activation, the Card cannot be used for any transactions. When you receive your Card, you must activate the Card by following the instructions you receive with the Card.
4. Use and Limits.
   
   4.1. Authorized Use. You may only use your Card for bona fide business purchases and for valid and lawful purposes. You may not use your Card to withdraw cash or for personal, family or household purposes.
   
   4.2. Available Spend. The target aggregate monthly amount available for charges on your Card (the “Available Spend”) at any given time will be equal to approximately: (i) the monthly spend limit determined by AppDirect from time to time and based on your historical AppDirect monthly commission payments (the “Spend Limit”), minus (ii) the aggregate amount of charges and holds on your Card (the “Monthly Charges”). Your Available Spend and your Spend Limit will be published on your AppDirect Marketplace account.
   
   4.3. International Use. In the event your Card is used to make international charges, you may incur processing fees and Issuer (as defined in the Stripe Terms and Conditions) will convert into U.S. Dollar the charges made in a currency other than U.S. Dollar. Stripe or the Card Network (as defined in the Stripe Terms and Conditions) will select exchange rates from a range of exchange rates available on the date the charges are cleared over the Card Network; therefore, the exchange rate of the charge may vary from the exchange rate at the time of the transaction.
   
   4.4. Monthly Charges Set-Off. AppDirect will set-off your Monthly Charges against your subsequent AppDirect monthly commission payments paid by AppDirect to you pursuant to the Agreement.
   
   4.5. Account Statements. A monthly report detailing the charges made on your Card (the “Account Statement”) will be available to you on your AppDirect Marketplace account.
   
   4.6. Expiration. Your Card will expire upon the expiration date printed on your Card (the “Expiration Date”). You will not be able to use your Card after the Expiration Date; however, you may request a replacement Card by following the procedure set forth in Section 4.7 (Replacement) below.
   
   4.7. Replacement. If you need to replace your Card, please contact us at the number printed on your Card to request a replacement Card. You will be required to provide personal information which may include your sixteen (16) digit Card number, full name, transaction history, and other relevant information. AppDirect may in its sole discretion decline to replace your Card without liability.
   
   4.8. Returns and Refunds. AppDirect is not responsible for the delivery, quality, safety, legality or any other aspects of goods or services that you purchase from others with your Card. All such disputes must be addressed and handled directly with the merchant from whom those goods or services were provided. If you are entitled to a refund for any reason for goods or services obtained with your Card, you agree to accept credits to your Card for such refunds and agree to the refund policy of that merchant.
   
   4.9. Card Security and Responsibility for Charges. You are responsible for securing your Card, Card numbers and Card security features (including the card verification value (CVV) and the personal identification number (PIN)). You are responsible for all charges, fees and penalties resulting from your failure to exercise reasonable care in safeguarding your Card from loss or theft, your failure to promptly report loss or theft, and for all other charges on your Card. If you use or allow someone else to use your Card for any other purpose, you will be responsible for such use and may be required to reimburse AppDirect for all amounts or expenses as a result of such use. You understand that it is your responsibility to monitor any suspicious or unauthorized activities on your Card, and you agree to notify AppDirect of any loss, theft or unauthorized use of your Card. You understand that you are liable for the unauthorized use of your Card to the fullest extent permitted by Law. You are liable for all charges on your Card, unless: (a) the charge is successfully disputed pursuant to Section 6 (Dispute) below; or (b) an unauthorized charge occurs after AppDirect has been successfully notified that your Card has been lost, stolen or compromised. You will be liable to AppDirect for any fees, charges, costs, amounts, expenses or other losses that result from your actions or inactions.
   
5. Termination and Suspension. Between you and AppDirect, the Card remains the property of AppDirect and must be returned upon request. AppDirect in its sole discretion may terminate, suspend, cancel, revoke, repossess or restrict the use of your Card at any time without liability.
   
6. Dispute. If you believe a charge on your Card was unauthorized (a “Disputed Charge”), or if you believe the Account Statement contains any errors, you must contact AppDirect immediately and in any event, you must report any Disputed Charge or error no more than thirty (30) days after the Disputed Charge is posted to your Card. Notices for Disputed Charges must specify your identification information, details about the Disputed Charge, and an explanation of your belief that the Disputed Charge was made in error or was unauthorized. AppDirect will review the information you submit in a commercially reasonable manner. To avoid late fees and sustained reduction to your Available Spend, you should pay the Disputed Charge while Stripe and/or the Issuer determine the validity of the dispute. If the dispute is deemed valid, AppDirect will credit the Disputed Charge amount back to your Card. If the dispute is deemed invalid, you will be liable for the Disputed Charge and a $15 administrative fee. By accepting this Agreement, you assign and transfer to AppDirect any rights and claims, excluding tort claims, that you may have against any merchant for any Disputed Charge fully or partially credited to your Card. AppDirect may decline to authorize or reverse charges to your Card or suspend your Card for any reason including for violation of these Terms and Conditions, suspected fraud, or creditworthiness. AppDirect also may decline to authorize charges to your Card at merchants characterized by AppDirect as prohibited merchants. AppDirect is not responsible for losses resulting from declined or reversed charges to your Card. AppDirect is not responsible and will have no liability if a merchant refuses to accept or honor your Card.
   
7. Stripe Terms and Conditions. You acknowledge and agree to comply with all sections of the Stripe Spend Card Program Agreement (United States) (the “Stripe Spend Card Program Agreement”) applicable to Authorized Users (as defined in the Stripe Spend Card Program Agreement) and the Stripe Spend Card User Terms (United States) (the “Stripe Spend Card User Terms” and, together with the Stripe Spend Card Program Agreement, the “Stripe Terms and Conditions”). In the event of a conflict between these Terms and Conditions and the Stripe Terms and Conditions, these Terms and Conditions will prevail.
   
8. Privacy. Any information provided by you to AppDirect in connection with the Card is subject to AppDirect’s Privacy Policy located at www.appdirect.com/legal.
   
9. No Transfer or Assignment. The right to use the Card is personal to you and is not transferable by you by assignment, sublicense, or any other method to any other person or entity. Any attempt by you to transfer your rights shall be void and shall constitute a breach of these Terms and Conditions.
   
10. No warranties. AppDirect makes no warranties whatsoever with respect to the Card. You acknowledge that your use of the Card is at your own risk. The Card is provided solely on an “as-is” and “as-available” basis. AppDirect makes no warranties, express or implied, in fact or by operation of law, statutory or otherwise. AppDirect expressly disclaims any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and/or noninfringement. AppDirect disclaims any warranty that the operation of the Card shall be uninterrupted or that it will function or operate in conjunction with any other product. AppDirect disclaims any warranty that the Card will meet your needs.
    
11. Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL AppDirect BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES. THIS LIMITATION OF LIABILITY SHALL BE IN FULL FORCE REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF AppDirect HAD PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    
12. Changes. AppDirect reserves the right to change these Terms and Conditions in its sole discretion at any time. Any such changes to the Terms and Conditions will become effective immediately upon being posted to www.appdirect.com/legal. Users continued use of the Card shall constitute acceptance of such changed Terms and Conditions. The Card features, limitations and obligations may be modified, temporarily or permanently, by AppDirect at any time without notice. AppDirect shall not be liable for any modification of the Card features, limitations and obligations.
    
13. No Third-Party Rights. Nothing in these Terms and Conditions, whether express or implied, is intended or shall be construed to confer, directly or indirectly, upon or give to any person, other than you and AppDirect, any legal or equitable right, remedy or claim.
    
14. Governing Law and Forum. These Terms and Conditions shall be governed by and construed in accordance with the laws of California without regard to its conflicts of law principles. The parties agree that the state and federal courts located in San Francisco, California shall have sole and exclusive jurisdiction and venue over any matter arising out of these Terms and Conditions and each party hereby submits to the venue and jurisdiction of such courts. Each party irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in such court, including any claim that such proceeding has been brought in an inappropriate or inconvenient forum.
    
15. Interpretation. The headings of sections and subsections in these Terms and Conditions are used for convenience purposes only, and shall have no legal force or effect. Whenever used in these Terms and Conditions: (i) the terms in plural include the singular, and vice versa, and (ii) the terms “includes”, “including” and “such as”, mean respectively “including without limitation”, “includes without limitation” and “such as without limitation”. Neither party hereto shall be considered the drafter of these Terms and Conditions or any provision hereof for the purpose of any statute, case law, rule of interpretation or construction that would or might cause any provision or ambiguity to be construed against the drafter hereof.
    
16. Entire Agreement. These Terms and Conditions constitute the entire agreement between the parties with regard to the subject matter hereof, and supersede any other prior and contemporaneous communications and agreements.