Viably User Terms Banking Platform

User Terms

These User Terms govern your use of the Services under the Viably Banking? Services Agreement (?Agreement?). Capitalized terms not defined herein are as defined in the Agreement.

References to ?Company? means the company that is applying for or has opened a Viably Account to use the Services. References to ?User? or ?you? mean you, an individual authorized to use the Services on Company?s behalf.

By using the Services available to you under Company?s Account, you consent to these User Terms. You agree to abide by the terms of the Agreement, the applicable Program Terms for Services you use on behalf of the Company, these User Terms, all applicable law, and Card Network rules in connection with your use of the Company?s Account and Services. You also consent to receive all communications from us electronically as described in these User Terms. We may update or replace these User Terms by posting an updated version to our support page. Your continued use of the Services will serve as your acceptance of any changes to these User Terms.

YOU AGREE TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION IN THE MANNER CONSENTED TO BY COMPANY UNDER THE AGREEMENT. PLEASE READ THIS CAREFULLY AND ONLY USE THE SERVICES IF YOU UNDERSTAND AND AGREE TO THIS PROVISION.

1. Obtaining Access to the Services.
   1. Prior to using the Services on behalf of Company, if not already the Account Owner or an Administrator, you will need an Administrator to add you as an authorized User and provide you access to the Account.
      1. Eligibility.? By using Services you represent and warrant in your individual capacity that: (a) You are not a Prohibited Person; (b) You are an employee, contractor, or agent authorized to use the Services on Company?s behalf; (c) All information you provide to us, either directly or through an Administrator, is and will be current, accurate, and complete; (d) You will use the Services exclusively for business purposes and not for any personal, family, or household use (e) You have reviewed the Agreement, and the terms, agreements, or policies incorporated by reference, including these User Terms.
      2. Use of Your Personal Information.? To authorize you as a User on Company?s Account, an Administrator must provide to us certain Personal Data about you?including your name, contact information, personal address, social security number, and date of birth. We may also require that the Administrator provide certain documentary information?including proof of address or personal identification?used to validate your Personal Data and your identity. You acknowledge that you have authorized the Administrator to share your Personal Data with us. You must provide the Administrator with Personal Data that is current, complete, and accurate at all times. You acknowledge and agree that we may use and provide your Personal Data to Third-Party Service Providers to validate your Personal Data. At any time during the term of this Agreement and your use of the Services, we may require additional information from you. Details on our collection, use, and handling of Personal Data are described in the? Privacy Policy for VCI. Please review these carefully and contact us at [email protected] if you have any questions. By using the Services, you agree that we may use your Personal Data in accordance with the Privacy Policies.
2. Use of the Services.?
   1. Prohibited and Restricted Activities.? You may only use Company?s Account and the Services for valid, lawful bona fide business purposes, such as making purchases on behalf of Company. You are prohibited from using Company?s Account or the Services for: (a) Any purpose that is unlawful or prohibited by the Agreement or these User Terms; (b) Personal, family, or household use; (c) Any transaction involving any Prohibited Activities; (d) Any transaction involving an individual, organization, country, or jurisdiction that is blocked or sanctioned by the United States, including those identified on any lists maintained by OFAC or the U.S. Department of State; and (e) Any other purpose unrelated to the business of Company. We may terminate your access to Company?s Account and Services if we know or believe that you are engaged in any Prohibited Activities or otherwise do not comply with these restrictions.
   2. Safeguards and Credentials.? You will maintain your own unique set of Credentials and keep those Credentials secure. You will not share those Credentials with any other person or third party, or reuse Credentials for other services. You will not grant any other person or third party access to Company?s Account or Services. You will use all reasonable means to protect Cards, checks, mobile devices, web browsers, and anything else used to access or utilize the Services, as applicable. You will not allow any other person or third party to use Company?s Account or Services on your behalf. You will immediately notify an Administrator where you know or suspect your Credentials are compromised or lost. We may suspend your access to the Services if we believe your Credentials have been compromised, or if not doing so poses a risk to you, Company, us, or any third parties.
   3. Notices and Communications.? Company has an established business relationship with us. You will receive Notices to the email and mobile numbers provided to us by you or Company. These Notices may include push notifications, and text messages providing information or alerts about Services, Cards, or transactions, and may allow you to provide information back to Viably Banking? (such as sending a receipt from a transaction). You are required to maintain an updated web browser and computer and mobile device operating systems to receive Notices correctly. You are responsible for all costs imposed by internet or mobile service providers for sending or receiving Notices electronically. You consent to receiving Notices electronically to your mobile device and understand that this consent has the same legal effect as a physical signature. If you wish to revoke this consent or reactivate text messages, or are experiencing issues receiving text messages, please notify your Administrator and contact us at [email protected].
3. Using Cards.? You are responsible for securing Cards, account numbers, and Card security features (including the CVV and PIN, if any). You will promptly notify an Administrator when a Card is lost, stolen, breached, or needs to be replaced. In such cases, replacement cards must be requested by an Administrator. You will review the periodic statement associated with your Cards and promptly report any unauthorized or fraudulent activity to your Administrator. We may suspend or cancel Cards at any point and for any reason including where directed by the Company or the issuer of the Card, for termination or suspension of the Account, or where we determine in our sole discretion that continuing to provide Services poses an unacceptable risk to you, us, or third parties. Company?s Account is commercial in nature, and you acknowledge and understand that certain consumer protection laws (including the Electronic Funds Transfer Act or Regulation E) and consumer-specific rules (including NACHA rules specific to consumers) do not apply to transactions on the Account or your use of the Services.
4. Ownership of Intellectual Property; Feedback.? VCI, Piermont and other participating providers under the Agreement own their respective Intellectual Property. You may only use Intellectual Property as provided to you and for the purposes provided in these User Terms or as otherwise permitted by the Agreement. You may not modify, reverse engineer, create derivative works from, or disassemble Intellectual Property, or register, attempt to register, or claim ownership of Intellectual Property or portions of Intellectual Property. We grant you a nonexclusive and nontransferable license to use Intellectual Property as provided through the Services and as permitted by these User Terms. This license terminates upon termination of the Agreement or these User Terms unless terminated earlier by us. VCI sometimes releases Beta Services in order to test new products, features, and programs, and VCI may make these Beta Services available to you to get your Feedback. VCI may change or discontinue Beta Services at any time. Beta Services are confidential until VCI publicly announces the products, features, or programs, and if you use Beta Services, you agree to keep information about the Beta Services confidential. Any Beta Services are provided to you AS IS and without warranty. VCI may use any Feedback about the Services or Beta Services freely and without restriction. Except where specifically notified by VCI, VCI will not compensate or credit you for Feedback you provide.
5. Suspension and Termination.? We may suspend or terminate access to Company?s Account or the Services at any time and for any reason, in our sole and absolute discretion, without prior Notice. We may terminate these User Terms at any point and for any reason without prior Notice including where directed by the Company or an issuer of the Card, for termination or suspension of the Account, or where we determine in our sole discretion that continuing to provide Services poses an unacceptable risk to you, us, or third parties. In the event that the Agreement with Company is terminated, except as expressly provided in the Agreement, these User Terms will immediately terminate (other than Section 1, Section 4, and any other sections giving rise to continued obligations of the parties that survive termination).
6. Changes to These User Terms.? We may modify these User Terms by providing you Notice. Your continued use of the Services constitutes your consent to the revised User Terms.

ANNEX B

DEFINITIONS

“Qualified Customer” means any Potential Customer that was not in any former relationship (or negotiation) with the Company or its Affiliates (or their respective channel partners) in the one (1) year period preceding introduction by Partner.

“Eligible Period” means a period of one (1) month following the date the Partner introduced the Qualified Customer to Company.

“Referral Link” shall mean a unique referral link (or other identifier) provided by the Company to Partner.

“Funding Agreement” means a valid and binding agreement between the Qualified Customer and Company, entered into during the Eligible Period and using the Referral Link, pursuant to which the Qualified Customer (having already subscribed to the Platform and successfully met the Funding Requirements) receives funding from the Company.?

“Funding Requirements” means those regulatory, technical, and/or administrative requirements that Company requires of its Platform customers in order to receive funding. Funding Requirements include without limitation: the Qualified Customer’s online store is connected to a bank/card account; the Qualified Customer must have an LLC and a Social Security Number; and the Qualified Customer must pass Company’s KYC/KYB processes.