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Vendor Terms of Service

Stampli offers the Vendor Pay Services (defined below) to you (“you” or “Vendor”) pursuant to the terms of this Stampli Vendor Pay Terms (“Vendor Pay Terms”) and the Stampli Privacy Policy and any other agreements you have entered into with Stampli including any order forms (collectively, “Stampli Terms”) upon your agreement and use of the Vendor Pay Services.  To the extent that the Vendor Pay Terms conflicts with the Stampli Terms, the Vendor Pay Terms shall control with respect to the Vendor Pay Services.

Stampli’s role in delivering Vendor Pay Services does not involve delivering banking, foreign exchange or payment processing services, which are delivered by payment partners that are licensed to deliver such services (“Financial Institution Service Provider”). These parties are parties to this Agreement and may also enforce any provisions of this Agreement that relate to the banking services or payment processing that they provide.

1. GENERAL

a. Foreign Exchange Stampli will provide currency conversion services to you at the foreign exchange rate. The foreign exchange rate may differ depending on various factors including by our Financial Institution Service Provider.

b. Authorization Vendor hereby (1) authorizes Stampli to initiate Payments as detailed on the Stampli platform, (2) certifies that it maintains the Vendor’s linked bank account at the Vendor’s bank and all information that has been provided either directly by the Vendor such designated person with respect to the Vendor bank account is accurate and complete and (3) directs all Payments be made (“Authorization”) by Stampli and/or its Financial Institution Service Provider. Both Stampli and the Vendor agree that this authorization constitutes a full and complete authorization to take any action requested, and the Vendor agrees not to dispute any Payments provided the payment(s) correspond to the terms indicated in the Agreement and this Authorization.

c. Stampli Account Conditions. Your ability to receive payments via the Stampli platform (“Vendor Pay Services”) are subject to your assent to and compliance with applicable law and any applicable Financial Institution Service Provider terms and conditions. You hereby represent, warrants, and agrees to comply with all applicable terms, conditions, and restrictions of each applicable Financial Institution Service Provider. You agree to cooperate with Financial Institution Service Provider and Stampli as necessary for either party to comply with applicable law or to facilitate the Vendor Pay Services. Vendor will not allow any Person other than Authorized Users to Use the Vendor Pay Services.

d. Invoice Payment Processing. Stampli will use commercially reasonable efforts to make and deliver any Payments to you pursuant to the payment instruction provided by payor using the Stampli services (“Instruction”), subject to these Vendor Pay Terms. Stampli is not responsible for any error resulting from payor’s failure to provide accurate and complete information.

e. Currency Conversion Rates. We and/or the Financial Institution Service Providers include a margin on foreign exchange, which is an indirect cost to you. A margin is the difference between the wholesale exchange rate and the actual exchange rate used to convert the payment to the foreign currency. You understand and agree that (i) Vendor Pay includes the conversion of currency, and (ii) your initial use of Vendor Pay may include payout amount in your preferred currency taking into account a representative conversion rate, and (iii) any subsequent use of Vendor Pay will be subject to distinct rate of currency conversion, which may or may not be displayed or otherwise made available to you. You agree that Stampli is not responsible and will not be liable to you for any loss suffered by you due to any rate fluctuations.

f. Compliance. Stampli may reject, block, or decline to process any Payment if Stampli believes that the Payment is in violation of applicable law, the terms and conditions of these Vendor Pay Terms or any other agreement with Stampli, or that if Stampli reasonably believes the Payment exposes Stampli or its agents to harm, including for example any reputational harm, risk of fraud, or criminal acts.

2. UNAUTHORISED ACCOUNT USE.

You are responsible for all activity authorized using your login credentials. You acknowledge and agree that you are solely responsible for monitoring your Transaction history regularly and report any unauthorized activity to Us immediately.

 

You shall promptly notify Stampli immediately at cs_payments@stampli.com if you believes that (i) the Stampli Account has been accessed without your authorization; (ii) a payment has occurred that you did not authorize; (iii) a payment has been processed incorrectly to or from the Stampli Account, the you Connected Account, or the you Bank Account; (iv) there is any error in the Transaction History; or (v) there has been any other purported error, omission, mistake, or discrepancy relating to the Vendor Pay Services (each, an “Error”). Your failure to notify Stampli of Errors within thirty (30) days of when an Error first appears on your Transaction History will be deemed a waiver of any right to amounts that may be owed to you in connection with any such Error, including any related charges. You agree to work in good faith with Stampli to resolve any Errors. Stampli will promptly investigate any purported Error and resolve the Error in a commercially reasonable manner or provide a written explanation otherwise.

3. VENDOR RESPONSIBILITIES.

Without derogating from any of Vendor’s other obligations and responsibilities hereunder: (i) Vendor shall be responsible for all activity occurring under its use of the Vendor Pay services; (ii) Vendor is solely responsible for adequate protection and for maintaining appropriate security on Vendor’s systems and equipment used in connection with the Vendor Pay Services; (iii) it being clear that there will be no direct legal relationship between Stampli and Vendor’s customers, and in the event of any claim and/or demand by any third party, Vendor will indemnify Stampli, its affiliates and their respective employee, directors and officers from and against any liability, loss, cost or expense incurred by any of them, arising from such claim and/or demand; (iv) Stampli’s platform may contain links to external websites and information provided on such external websites by third-party service providers; and (v) Stampli shall not be responsible for the contents of any linked website or for any claim, damage or loss caused or alleged to be caused by or in connection with Vendor’s use of or reliance on any content, goods, products, services or web sites available on or through any such linked website.

4. ACCESS AND USE

Subject to the terms and conditions of this, Stampli hereby rants Vendor a limited, non-exclusive, non-transferable right to use (and permit authorized users to and use) the Services in accordance with the Documentation and the terms of these Vendor Pay Terms.

 

Vendor will not and will not permit any person or entity (including, without limitation, authorized users) to, directly or indirectly: (i) copy, modify or create any derivative work of any portion of the Services or the Documentation; (ii) reverse engineer, decompile, decode, or disassemble or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Services to any other person or entity, or otherwise allow any person or entity to use the Services for any purpose other than for the benefit of Vendor in accordance with these Vendor payment Terms Agreement

 

Ownership of Stampli IP. Subject to the limited rights expressly granted hereunder, Stampli reserves and, as between the Parties will solely own, the Stampli IP and all rights, title and interest in and to the Stampli IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

5. WARRANTY DISCLAIMER

THE SERVICES ARE PROVIDED ON A “AS-IS”, AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, CONDITIONS OR REPRESENTATIONS, OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES IMPLIED IN LAW WHICH THE LAW PERMITS TO BE DISCLAIMED, AND EXPRESSLY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RELIABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOU ASSUME SOLE RESPONSIBILITY AND LIABILITY AND ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE. STAMPLI DOES NOT WARRANT THAT THE SERVICE IS COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTIONS, OR ERRORS. 

6. RELEASE 

You will be solely responsible for any errors or inaccuracies in any information you provide or otherwise agree to in use of the vendor pay services. You release Stampli from all Claims related to your use of the vendor pay services.

7. LOSSES

Except due solely to any liability all out-of-pocket costs, damages, losses, fines, penalties, judgments, settlements and expenses whatsoever, including, without limitation, outside attorneys’ fees and disbursements and court costs reasonably incurred (collectively, “Losses”) arising Stampli’s gross negligence or willful misconduct, Vendor agrees that it shall be responsible for and liable to Stampli for all Losses, expenses, or liability incurred by Stampli in connection with (i) any payment processed under Schedule 1; or (ii) any fraud remediation or unauthorized payment to the extent related to the Vendor Pay Services. Following communication of a reasonably detailed statement with respect thereto, Stampli may, in its sole discretion, collect any Losses owing by Vendor by either: (x) invoicing Vendor for such Losses; or (y) exercising its rights under Section 6 of these Pay Terms.

 

8. RIGHT OF SETOFF

Stampli may set-off, combine, consolidate or otherwise appropriate and apply (i) any amounts of Vendor held by Financial Institution Service Provider; or (ii) any indebtedness or other liabilities at any time owing by Stampli to Vendor, as the case may be, against or on account of any obligations owed by Vendor to Stampli under these Pay Terms.

9. CHANGES TO TERMS OR DIRECT PAY ADDENDUM SERVICES

We may update the Vendor Pay Terms from time to time, in our sole discretion. If we do so, we’ll let you know either by posting the updated Vendor Pay Terms on the Web Site at www.stampli.com or through other communications. If you continue to use the Vendor Pay Services after we have posted updated Vendor Pay Terms, it means that you accept and agree to the changes.

10. PRIVACY NOTICE

Please review our Privacy Policy, which also governs your use of the Vendor Pay Services, for information on how we collect, use and share your information. You will comply with all applicable laws in connection with your use and handling of third-party information and you will not use the Vendor Pay Services to collect, duplicate, store, disseminate or disclose third party information without any required permissions. Violation of this Section may lead to suspending your ability to use our services.

11. YOUR REPRESENTATIONS AND WARRANTIES

You hereby represent, warrant and covenant to us that you have obtained and will obtain all necessary consents, permissions and licenses with respect to receiving any and all Payments to the extent necessary to use the Vendor Pay Services for you and Stampli to comply with all applicable laws, rules and regulations including all applicable data protection and privacy laws.

12. PRESERVATIONS OF RIGHTS

Without limiting the provisions of the Terms of Service and subject to the limited rights expressly granted hereunder, Stampli reserves and, as between the Parties, will solely own the Stampli IP and all rights, title and interest in and to the Stampli IP. No rights are granted to Vendor hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

13. TERM AND TERMINATION

The term of this Vendor Pay Terms begins on the effective date you agree to this Vendor Pay Terms or the date that you start using the Vendor Pay Services, whichever is sooner. This Vendor Pay Terms shall remain in effect until you cancel your use of the Vendor Pay Services in accordance with the Vendor Pay Terms or our termination (“Termination”) of your ability to use the Vendor Pay Services (“Term”) as relevant to these Vendor Pay Terms. Upon Termination, all provisions that are relevant to your responsibilities to Stampli will remain in effect.

 

14. FEEDBACK

We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Vendor Pay Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

15. WARRANTY DISCLAIMERS

THE VENDOR DIRECT PAY SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

We make no warranty that the Vendor Pay Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Pay Services.

 

Your use of the Vendor Pay Services and content on the Vendor Pay Services, and your engagement with any you are at your sole risk and discretion and Stampli hereby disclaims any and all liability to you, any Stampli Users, or any third party relating thereto. STAMPLI UNDERTAKES NO OBLIGATION UNLESS EXPRESSLY SET FORTH IN THIS DIRECT PAY ADDENDUM. STAMPLI DOES NOT MAKE ANY ASSURANCES OR GUARANTEES OF ANY REVENUE OR OTHER BENEFITS TO YOU.

16. INDEMNITY

You will defend, indemnify and hold harmless Stampli and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Vendor Pay Services, (ii) your relationship with any you or any other third party involved in the performance of your services, or (iv) your violation of this Vendor Pay Terms.

17.LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER STAMPLI NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE DIRECT PAY SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS DIRECT PAY ADDENDUM OR FROM THE USE OF OR INABILITY TO USE THE DIRECT PAY SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT STAMPLI OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

 

TO THE MAXIMUM EXTENT PERMITTED BY LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL STAMPLI’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS DIRECT PAY ADDENDUM OR FROM THE USE OF OR INABILITY TO USE THE DIRECT PAY SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO STAMPLI FOR USE OF THE DIRECT PAY SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO STAMPLI, AS APPLICABLE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN STAMPLI AND YOU.

18. ELECTRONIC SIGNATURES

When provided to you for execution in electronic form, this Vendor Pay Terms and all related electronic documents, shall be governed by the provisions of the Electronic Signatures inGlobaland National Commerce Act (“E-Sign”). By pressing “Submit”, “Accept” or “I Agree”, you agree (i) that the Vendor Pay Terms and related documents shall be effective by electronic means, (ii) to be bound by the terms and conditions of this Vendor Pay Terms and related documents, (iii) you have the ability toprintor otherwise store the Vendor Pay Terms and related documents, and (iv) to authorize Stampli to conduct an investigation of your credit history and that of its principals with various credit reporting and credit bureau agencies for the sole purpose of determining acceptance of the Vendor Pay Terms and ongoing performance hereunder.

19. GENERAL TERMS

a. Reservation of Rights. Stampli and its licensors exclusively own all right, title and interest in and to the Vendor Pay Services, including all associated intellectual property rights. you acknowledge that the Vendor Pay Services are protected by copyright, trademark, and other laws of the United States and foreign countries. you agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Vendor Pay Services.

b. Entire Agreement. This Vendor Pay Terms constitute the entire and exclusive understanding and agreement between Stampli and you regarding the Vendor Pay Services, and this Vendor Pay Terms supersede and replace any and all prior oral or written understandings or agreements between Stampli and you regarding the Vendor Pay Services. If any provision of this Vendor Pay Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of this Vendor Pay Terms will remain in full force and effect. you may not assign or transfer this Vendor Pay Terms, by operation of law or otherwise, without Stampli’s prior written consent. Any attempt by you to assign or transfer this Vendor Pay Terms, without such consent, will be null. Stampli may freely assign or transfer this Vendor Pay Terms without restriction. Subject to the foregoing, this Vendor Pay Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

c. Notices. Any notices or other communications provided by Stampli under this Vendor Pay Terms, including those regarding modifications to this Vendor Pay Terms, will be given: (i) via email; or (ii) by posting to the Vendor Pay Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

d. Waiver of Rights. Stampli’s failure to enforce any right or provision of this Vendor Pay Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Stampli. Except as expressly set forth in this Vendor Pay Terms, the exercise by either party of any of its remedies under this Vendor Pay Terms will be without prejudice to its other remedies under this Vendor Pay Terms or otherwise.

e. Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under these Vendor Pay Terms will be brought exclusively in the federal or state courts located in Delaware and the Parties irrevocably consent to the personal jurisdiction and venue therein.