This Customer Agreement (“CustomerAgreement” or “Agreement”) is made between an applicant (“Company”) andKleerCard Inc. (“KleerCard”), a Delaware corporation, and governs your use ofthe Services. By submitting your application to open a KleerCard Account, youconsent to this Customer Agreement, including the applicable Card Terms, and toreceive all Notices and communications from KleerCard electronically.Capitalized terms used in this Customer Agreement have the meaning provided inSection 4. We may update or replace this Customer Agreement with you by postingan updated version to our legal page.

1. The KleerCard Platform

1.1 Services

The Services allow you toissue and manage Cards for your Users; manage expenses and reporting; access, use, and connect Third-PartyServices through your KleerCard Account; and accessother functionality through your KleerCard Account. KleerCard may change orprovide new Services but will not materially diminishor remove Services without Notice except where necessitatedby an Issuer or Third-Party Service Providers or required by law.

1.2 Applying for a KleerCard Account

Important information about procedures for opening a newKleerCard account: To help the government fight the funding of terrorism andmoney laundering activities, Federal law requires all financial institutions toobtain, verify, and record information that identifies each person who opens aKleerCard account. What this means for you: When you open aKleerCard account, we will ask for your name, address, date of birth, andother information that will allow us to identify you. We may also ask to seeyour driver's license or other identifying documents.

You will need to provideCompany Data and certain Personal Data and connect at least one Linked Account when submitting an applicationfor a KleerCard Account. Company Data may include business information (such asregistered business name and state of incorporation for Company, the business address, ownershipdetails, actual or anticipated revenue, the nature of the business, and details from Linked Accountsand other business information we may request fromtime to time), Personal Data (such as the name, contact information, and dateof birth of Users or beneficial owners), and documentaryinformation used to verify business and Personal Data (such as corporate registrationcertificate, proof of address, or personal identification).

We provide Company Data andPersonal Data to Issuers and Third-Party Service Providers to determine your eligibility for the Services andCards. We may approve or deny your application orgrant you provisional access to the Services or your KleerCard Account whileyour application is pending additional review.KleerCard andIssuer rely on the accuracy of Company Data and Personal Data when opening andmaintaining your KleerCard Account. We may deny Applications, interrupt provision of theServices to you, or suspend or close your KleerCard Account for any reason includingwhere Company Data or Personal Data is incomplete, inaccurate, or out of date. Youwill keep Company Data and each User’s Personal Datacurrent, complete, and accurate in your KleerCard Account whether we provideyou with full or provisional access.

We will disclose Fees to youwhen opening your KleerCard Account or through our website. Except whereagreed upon in a writing executed by both parties, we may change Fees uponthirty days’ Notice to you.

1.3 Managing your KleerCard Account

You must specify at least oneAdministrator to manage your KleerCard Account when submitting your Application. Administrators canadd, remove, or manage additional Administrators and Users; request and manageCards; set or change spending limits; view transactions; run reports and downloadstatements; provide or update Company Data; connect Linked Accounts, Third-Party Services, andother accounts to your KleerCard Account; and performother tasks on your behalf. You are responsible for any actions or failure toact on the part of Administrators, Users, and those usingcredentials issued to Users to access Company’s KleerCardAccount. KleerCard customer support can be reached by email at support@kleercard.com or by phone at 877.465.5337.

1.4 Security and Monitoring your KleerCard Account

You will keep your KleerCardAccount and Cards secure and only provide access to individuals that you have authorized to use Cards on yourbehalf. You will immediately disable User access to the Services or reduce spending limits where you know or believe your KleerCardAccount or Cards have been compromised or stolen or maybe misused; and you will promptly notify us of any unauthorized access or use. We may help you resolve unauthorizedtransactions using your Cards, but you are ultimately responsiblefor financial loss caused by Administrators, Users,or other persons given access to the Services, your KleerCard Account, orCards. We may suspend access to your KleerCard Account orCards if we believe your KleerCard Account or Cardshave been compromised or that not doing so may pose a risk to you, KleerCard,Issuers, or any third parties.

Fraud Liability and 3D Secure (3DS) Transactions

KleerCard employs Visa 3D Secure (3DS) to provide an additional layer of security for online transactions. By using 3DS, a two-factor authentication process is initiated, requiring the cardholder to verify their identity via an SMS or email confirmation at the time of purchase. Once a transaction is authenticated and confirmed through this process, KleerCard will not be liable for any fraudulent activity associated with that transaction. The cardholder assumes full responsibility for any losses incurred once 3DS authentication has been successfully completed.

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1.5 Requirements and Prohibited Activities

Only companies organized andregistered in the United States (such as C-corps, S-corps, LLCs, or LLPs) may apply for a KleerCard Account.Consumers, sole proprietors, unincorporated partnerships,and companies registered outside the United States are not permitted to use, or attempt to open or use, a KleerCard Account.

Your KleerCard Account,Services, and Cards may only be used for the Company’s bona fide business purposes. Your KleerCard Account,Services, and Cards may not be (a) used for online gambling or any purpose that is unlawful or prohibited by thisCustomer Agreement and the Card Terms; (b) used for any personal, family, or householduse; (c) anytransaction intended for or employee payroll payments; (d) provided to or used for the benefit of an individual, organization, or country that isblocked or sanctioned by the United States, includingthose identified on the United States Office of Foreign Asset Control (OFAC); (e) provided to or used by unaffiliated thirdparties; or (f) used for any other activities not for the benefit of the Company.

We will not approve and mayclose KleerCard Accounts that we know or believe are engage in any of the prohibited activities identified inthe Prohibited Activities List. Where Company is engagedin certain restricted activities, KleerCard may require that you provideadditional information to open or maintain your KleerCardAccount. We may update the list of prohibited orrestricted activities at any time. You agree to review this regularly andcontact us with any questions you have about how this list may applyto Company’s business.

We may suspend or terminateaccess to your KleerCard Account or Cards, decline or dispute transactionsif we believe this section was violated or if required by anIssuer. You agree to pay all Fines imposed on KleerCardby Issuers, regulators, or government agencies for your violation of thissection.

1.6 Identification as Customer

We may publicly reference youas a KleerCard customer on our website or in communications during the term of this Customer Agreement. Wewill not express any false endorsement or partnerships. You grant KleerCard a limitedlicense to use Company trademarks or service marksfor this purpose. Please notify us if you prefer thatwe not identify you as a KleerCard customer and we will remove references to youon our website or in communications.

1.7. Ownership and License

KleerCard and licensors ownall KleerCard Property. You, Administrators, and Users may use KleerCard Property only as and for the purposesprovided in this Customer Agreement and the CardTerms. You may not modify, reverse engineer, create derivative works from, or disassemble KleerCard Property; or register,attempt to register, or claim ownership in KleerCard Property or portions of KleerCardProperty.

KleerCard grants you anonexclusive and nontransferable license to use KleerCard Property as providedthrough the Services and as permitted by this Customer Agreement. This licenseterminates upon termination of this Customer Agreement unless terminatedearlier by us.

1.8 Data

The Card Networks, KleerCard,and Issuers collect Company Data through your use of the Cards, the Services, and Third-Party Services.We may use Company Data (a) to provide Services to Company and Users; (b) forunderwriting, identity verification, internal reporting and analysis, and fraud prevention; (c) asneeded in dispute resolution; and (d) for development of products and services, includingdata products.

We provide Company Data toIssuers, Card Networks, and other third parties: (a) to provide the Services to you, or as required by law orCard Network rules; (b) for internal analytics and reporting; (c) to obtain additional informationabout a Company; and (d) report Company performance to credit reporting agencies andcredit rating agencies, where appropriate. KleerCard may include De-Identified Data inboth public and private reports where such De-Identified Data cannot bereasonably used to identify Company or Users. We will not share any Company Data with third parties for marketingunaffiliated products without your consent but mayuse Company Data to identify Services, Third-Party Services, or programs thatwe believe may be of interest to you, including as part ofa rewards or benefits program. Where Company Datais shared with third parties, KleerCard will implement controls to reduce therisk of loss or accidental disclosure. You grant KleerCard a worldwide, irrevocablelicense to use, modify, distribute, copy, and createderivative works from Company Data for the purposes identified in this Customer Agreement.

1.9 CashBack Rebates

Any standard cashback rates that apply will be communicated at the time of your offer.

Large ticket cash back (often for transactions over $10,000) will be capped at 0.5%.

Cash back for any transactions authorized by mobile wallets willbe reduced by 0.25% from your standard cash back rate.

For transactions with any merchant who has negotiated total interchange rates below 1.25%, we will not offer cashback. These are typically the largest retailers like Amazon, Walmart, and Costco.

1.10 Beta Services and Feedback

Beta Services may be madeavailable to you. Any Beta Services are provided to you AS IS and without warranty. We may use any Feedback aboutthe Services or Beta Services freely and without restriction. Except where specificallynotified by us, we will not compensate or credit youfor Feedback you provide us.

1.11 Privacy

Collection, use, and handlingof Personal Data is described in our privacy policy attached hereto as Exhibit B and by this reference incorporatedherein (“Privacy Policy”). Please review our PrivacyPolicy and contact us if you have any questions.

2. Payment Cards

2.1 Card Terms

Cards are issued to KleerCard bythe Issuer identified on the back of physical Cards, in the Card Terms, and relevant program materials providedto you. This Customer Agreement and the Card Terms govern your use of the Cards as authorized and approved by KleerCard.. You may only use the Cards if you, yourAdministrators, and your Users consent to the applicable Card Terms. Issuersmay update Card Terms at any time by providing Notice to you through KleerCardand your continued use of the Cards constitutes your acceptance of the updatedCard Terms.

2.2 Linked Accounts and Third-Party Services

We will use Financial Datafrom Linked Accounts to verify account balances and account information, establish spending limits,identify spending patterns and potential fraud, determinespending limits, analyze and report transactions, and provide Services to you.You must maintain at least one Linked Account atall times and agree that KleerCard may directly debitthis Linked Account for payment of Periodic Statements. You may change Linked Accounts through your KleerCard Account. Use ofspecific Services or features may also require thatpermit KleerCard to access Company Data through Third-Party Services.

2.3 Spending Limits

Company spending limits areset by KleerCard and using Company Data including available funds and spending patterns, unbilled volume,future revenue, the nature and history of the Company’sbusiness, and anticipated use of Cards. We may not disclose exact spendinglimits but may provide guidance identifying whetherspecific transactions or monthly volumes may exceedany spending limits. Spending limits are dynamic and may be modified at anytime with or without Notice to you, including temporarilyincreases or decreases to your spending limits orreducing spending limits to $0. Administrators may set User-specific limits orcontrols through your KleerCard Account, but theaggregate spending limit for all Users may not exceed the total spending limit established for theCompany.

2.4 Requesting and Replacing Cards

Administrators may requestCards for Users through your KleerCard Account but will only request Cards for and provide Cards toindividuals that are employees or affiliated with or authorized by the Company. Cards may be deniedor canceled due to changes in Issuers’ policies, as required by law, or for otherreasons we determine are appropriate under the circumstances.Cards may be issued as physical or virtual cards (a Card issued without an associated physical card). By default, newUsers will be provided both a physical and virtual Card and will be able to view transactions andmanage their Cards through the KleerCard Account.

You will promptly notify usand take appropriate measures to prevent unauthorized transactions when a Card is lost, stolen, breached,or needs to be replaced. In such cases, Administrators may request the issuance ofreplacement Cards through your KleerCard Account. Replacement Cards may havenew account numbers that will require you to updatethe Card on file for any scheduled or recurring payments. If you do not updatethe Card for scheduled or recurring payments, thetransactions may not be completed. You are solely responsiblefor updating Cards stored with merchants where account numbers have been changed.

2.5 Using Cards

Users may only use Cards forbona fide business-related Charges. You are responsible for selecting who in your organization should haveaccess to Cards, and having such Users enter intothe KleerCard User Agreement in the form attached hereto as Exhibit A and bythis reference incorporated herein. You agree toestablish and maintain controls designed to ensure that the Cards are only used for bona fideCompany purposes and in compliance with Card Networkrules. You are solely responsible for Charges made by any individuals givenaccess to Cards even if they are not the personassociated with or named on the Card. KleerCard, Issuers, Card Networks, or other intermediaryThird-Party Service Providers (including merchant acquirers)may deny or reverse Charges for any reason. KleerCard is not responsible forany losses, damages, or harm caused by a Chargesthat are denied or reversed.

If you and a merchant have adispute regarding a Charge identified on your Periodic Statement, including delivery of the incorrect goods orservices or being charged the wrong amount, you shouldfirst attempt to resolve the dispute with the merchant. If such a dispute isnot resolved to your satisfaction or if you believe theCharge is unauthorized, you may initiate a Chargeback through your KleerCard Account. The CardNetworks have established procedures for resolving Chargebacks that may require that you providedetails of the disputed Charge or associated documentation.Chargebacks resolved in your favor will be credited to your KleerCard Account on either the current or a future PeriodicStatement.

2.6 Periodic Statements

You are responsible forpayment in full of all Charges, Fees, and Fines. We will provide you periodic statements identifying Charges, Fees,Fines, refunds, or other amounts owed or credited to your KleerCard Account in yourPeriodic Statement. Your Linked Account will be automaticallydebited for the full amount identified in the Periodic Statement at the end ofeach billing cycle and your KleerCard Account willshow the credit the day after payment is received. Unless otherwise specified in writing by KleerCard,Periodic Statements for standard usage are issued every 30 days starting on the day thatyou create your KleerCard Account and for Ecommerce usage will be issued daily.

2.7 Set Off and Collections

Periodic Statements that arenot paid on time may be collected from any Linked Account that is currently or previously linked; or set off,debit, or collect from amounts in a KleerCard Account that you hold jointly with a third party oropen in the future even if your original KleerCard Account has been closed. This right may beexercised against Company, its affiliates, any assigneesfor the benefit of your creditors, or receivers. This right will exist even ifwe do not exercise it prior to the making, filing, orissuance of an arbitration demand, court order, or other action.

Any failure to pay the fullamount owed to KleerCard when required is a breach of this Agreement. You areresponsible for all costs or expenses that we or Issuers incur collectingamounts owed but not timely paid, including legal or collections fees and anyinterest at the maximum rate permitted under law.

2.8 ACH Authorization

THIS SECTION PROVIDESAUTHORIZATION TO AUTOMATICALLY DEBIT YOUR LINKED ACCOUNTSFOR ALL AMOUNTS YOU OWE UNDER THIS CUSTOMER AGREEMENT. PLEASE READ IT THOROUGHLY.

Your Authorization to DebitLinked Accounts. You authorize KleerCard, Issuers, or their assigns, to collectamounts owed under this Customer Agreement by debiting funds from the LinkedAccounts at depository institutions (including banks and credit unions) usingthe Automated Clearinghouse (ACH) network governed by the rules established by  Nacha. These debits are bound by Nacha rules for business-relatedACH debits.

Manner and Timing of Payment.We will debit Linked Accounts for all amounts owed to us under this Agreement.If we cannot collect these amounts via ACH, you agree to immediately pay allamounts owed as directed. You also authorize KleerCard, Issuers, or theirassigns to debit Linked Accounts immediately, on any date, and withoutadditional Notice where (a) the total aggregate balance of Linked Accounts isless than any balance minimums that we have communicated to you or (b) wedetermine in our sole discretion that the Company poses or may pose anunacceptable risk to KleerCard, Issuers, or third parties or no longer satisfythe underwriting criteria used to establish the spending limit for Company.

Withdrawing YourAuthorization: To withdraw the debit authorization from a Linked Account, you must provide us 30-day advanced Notice andpay all amounts owed under your KleerCard Account immediately, including Charges andother amounts that may be included in future PeriodicStatements. Withdrawal of a debit authorization does not terminate the Customer Agreement or your obligation to pay all amountsowed under this Customer Agreement or the Card Terms. Company will be responsible for allcosts of collections and damages under this CustomerAgreement if amounts owed are not paid by Company as described in this Customer Agreement.

In order to use the paymentfunctionality of Kleercard application, you must open a "DwollaPlatform" account provided by Dwolla, Inc. and you must accept the DwollaTerms of Service and Privacy Policy. Any funds held in the Dwolla account areheld by Dwolla's financial institution partners as set out in the Dwolla Termsof Service. You authorize Kleercard to collect and share with Dwolla yourpersonal information including full name, [date of birth, social securitynumber, physical address,] email address and financial information, and you areresponsible for the accuracy and completeness of that data. You understand thatyou will access and manage your Dwolla account through the Kleercardapplication, and Dwolla account notifications will be sent by Kleercard, notDwolla. Kleercard will provide customer support for your Dwolla accountactivity, and can be reached at support@kleercard.com.

3. Additional Terms

3.1 Term and Termination

This Customer Agreement iseffective when you start an application for a KleerCard Account and continues until terminated by either you orus, or in accordance with the Card Terms or as otherwiseset forth in this Customer Agreement.

You may terminate thisCustomer Agreement by paying all amounts owed and providing Notice to us butare still responsible for Charges, Fees, Fines, and other losses caused by youraction or inaction prior to terminating the Customer Agreement. If you reapplyor reopen your KleerCard Account or use or attempt to use the Services or Cardsyou are consenting to the Customer Agreement in effect at that time. KleerCardmay terminate this Customer Agreement, or suspend your KleerCard Account orCards, by providing you Notice.

Sections 1.4 (Security andMonitoring your KleerCard Account), 1.8 (Data), 1.10 (Beta Services andFeedback), 1.11 (Privacy), 2.6 (Set Off and Collections), 2.7 (ACHAuthorization), 3.1 (Term and Termination), 3.2 (Notice and Communication), 3.3(Limitation of Liability), 3.5 (Disclaimer of Warranties by KleerCard), 3.6(Indemnification), 3.7 (Governing Law and Venue), 3.8 (Binding Arbitration),3.9 (Legal Process), and 3.10 (Assignment); the provisions of the Card Termsthat identify continuing obligations; and any other provisions of thisAgreement giving rise to continued obligations of the parties will survive terminationof this Customer Agreement.

3.2 Notice and Communication

You consent to us providingNotices to you under this Customer Agreement electronically and understand thatthis consent has the same legal effect as a physical signature.

We will provide Noticesregarding activity and alerts to your KleerCard Account electronically throughyour KleerCard Account, email, and via text or SMS to the contact informationprovided to us by Administrators and Users. Notices affecting payment and legalterms will be sent to Administrators through your KleerCard Account or emailand are considered received 24 hours after they are sent. You understand thatyou may not use the Services or Cards unless you consent to receive Noticeselectronically. You may only withdraw consent to receive Notices electronicallyby closing your KleerCard Account.

We may send Notices to User'smobile phones through text or SMS to the phone numbers Administrators and Usersprovide to us. These Notices may include alerts about Services, Cards, Charges,and may provide Administrators and Users the ability to respond withinformation about Charges on Cards or your KleerCard Account. Administratorsand Users may elect to not receive certain Notices through the KleerCardAccount, but this will limit the use of certain Services and may increase thefinancial risks to the Company. Company will secure appropriateauthorization to send text or SMS messages to Users on the Company’s behalf.

Administrators and Users arerequired to maintain an updated web browser and computer and mobile deviceoperating systems to receive Notices correctly. Administrators and Users areresponsible for all costs imposed by Internet or mobile service providers forsending or receiving Notices electronically.

Contact us immediately if youare or believe you are having problems receiving Notices.

3.3 Limitation of Liability

KleerCard, Issuers, and Third-Party Service Providersare not liable to you for consequential, indirect,special, exemplary, or punitive damages, lost profits, or lost revenue arisingfrom or related to your use of or inability to use Services or Cards, lostprofits or reputational harm, physical injury or property damage, or any otherlosses or harm arising from or related to this Agreement, whether or not wewere advised of their possibility by you or third parties. Our maximumliability to you for under this Customer Agreement is limited to the greater ofthe total amount of Fees actually paid by you to KleerCard in the three monthspreceding the event that is the basis of your claim or $5,000. Theselimitations apply regardless of the legal theory on which your claim is based.

3.4 Representations and Warranties

You represent and warrantthat (a) Company is and will continuously throughout this Customer Agreement be duly organized and ingood standing under the laws of its jurisdiction ofincorporation, (b) Administrators have the requisite organizational power andauthority to conduct business and manage Company's KleerCardAccount, (c) you and Users will not engage in activities prohibited by this CustomerAgreement, and (d) Company Data provided to KleerCardis complete, accurate, and current.

3.5 Disclaimer of Warranties by KleerCard

THE SERVICES, KLEERCARDPROPERTY, AND BETA SERVICES ARE PROVIDED TO YOU AS IS AND AS AVAILABLE. KLEERCARD DISCLAIMS ALLEXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, ORFITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF SERVICES, KLEERCARDPROPERTY, AND BETA SERVICES AND NOTHING IN THIS CUSTOMER AGREEMENT WILL BEINTERPRETED TO CREATE OR IMPLY ANY SUCH WARRANTY TO YOU.

THIRD-PARTY SERVICES ARE NOTPROVIDED OR CONTROLLED BY KLEERCARD. KLEERCARD DOESNOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY THIRD-PARTY SERVICES.

KLEERCARD DISCLAIMS ALLWARRANTIES AND DOES NOT GUARANTEE THAT (A) SERVICES AND DATA PROVIDED UNDER THIS CUSTOMER AGREEMENTARE ACCURATE OR ERROR-FREE; (B) THE SERVICES WILL MEETYOUR SPECIFIC NEEDS OR REQUIREMENTS; (C) THE SERVICESWILL BE USABLE BY COMPANY, ADMINISTRATORS, OR USERS AT ANY PARTICULAR TIME OR LOCATION; (D) SPECIFICMERCHANTS WILL PERMIT PURCHASES USING CARDS ISSUED BY AN ISSUER; (E) SERVICESWILL BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE;AND (F) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, EVEN WHEN WE AREADVISED OF SUCH DEFECTS.

3.6 Indemnification

You agree to indemnify and defend KleerCard(including our affiliates, employees, contractors, Issuers and Third-Party ServiceProviders) against losses that result from or are related to claims, proceedings, suits, or actions brought by orinitiated against KleerCard by any third party due to your breach of this Customer Agreement, oran Administrator’s or User’s breach of obligations owed under this Customer Agreement,a User Agreement, the Card Terms or any other agreements with KleerCard; for amounts owedby Company to third parties; for acts or omissions of Administrators, Users, or otherCompany employees or agents; for Company's use ofThird-Party Services; or for disputes over Charges between Company andmerchants.

PERSONAL GUARANTEE. To induce KleerCard Incto extend credit to the above Company, the

Company’s Beneficial Owner(s) (“Guarantor”),hereby guarantees payment of any and all of

Company’s indebtedness to KleerCard underthis credit agreement or otherwise under

applicable law. Any revocation of Company’scredit privileges shall not affect the guaranty with

respect to amounts owed before receipt of thenotice of revocation by KleerCard Inc. Notices of

acceptance, default and nonpayment are herebywaived. This guaranty shall be a continuing

and irrevocable guaranty and indemnity forindebtedness of Company to KleerCard Inc.

Guarantor consents to any modification,extension and/or renewal of the credit agreement

hereby guaranteed without notice. If the Companyfails to pay the account when due, KleerCard

Inc may proceed against Guarantor to collectany and all amounts due from Company, without

notice to Guarantor and without firstproceeding against Company. Guarantor agrees that the

laws of the Commonwealth of Virginia shallgovern this credit agreement and guaranty, and

that any and all disputes arising from orrelated to this agreement or guaranty shall be litigated

exclusively in state or federal court locatedin Norfolk, VA, to whose jurisdiction Guarantor

irrevocably consents.

Non-Profit Organization Exemption: If the Companyis a registered 501(c)(3) Non-profit,

KleerCard waives the above Personal Guaranteefor person(s) submitting the application.

3.7 Governing Law and Venue

This Customer Agreement willbe construed, applied, and governed by the laws of the Commonwealth of Virginia, exclusive of itsconflict or choice of law rules except to the extent that federal law controls. Subject to Section3.8, all litigation will be brought in the state or federal courts located in Norfolk, Virginia.

3.8 Binding Arbitration

The parties agree to resolveall disputes arising under or in connection with this Customer Agreement as provided in this section. Anyarbitration or other legal proceeding under this CustomerAgreement will only be on an individual basis. Neither party may form withother arbitrators or parties to form a ConsolidatedAction. Each party waives its rights participate in a Consolidated Action against the other party.

Company and KleerCard agreeto first attempt to resolve Disputes in good faith and in a timely manner. Where no resolution can be found,Disputes will be resolved by arbitration in Norfolk, Virginia, before a single arbitrator, asprovided in this section; except that Disputes principally arising from protection of intellectualproperty rights or breach of confidential information will be resolved through litigation in accordancewith Section 3.7.

Arbitration will beadministered by JAMS according to the rules and procedures in effect at the time the arbitration is commenced. Disputeswith amounts claimed greater than $250,000 will applythe JAMS Comprehensive Arbitration Rules and Procedures; and Disputes withamounts claimed less than or equal to $250,000 willapply the JAMS Streamlined Arbitration Rules. The arbitratorwill apply the substantive law as described in Section 3.7. If JAMS cannotadminister the Dispute, either party may petition the USDistrict Court for the Eastern District of Virginia to appoint an arbitrator. The partiesacknowledge that transactions under this Customer Agreementmay involve matters of interstate commerce and, notwithstanding the provisionsin this paragraph referencing applicablesubstantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conductedpursuant to the terms of this Customer Agreement.

Either party may commencearbitration by providing a written demand for arbitration to JAMS and the other party detailing the subject ofthe Dispute and the relief requested. Each party will continue to perform its obligations under thisCustomer Agreement unless that obligation or theamount (to the extent in Dispute) is itself the subject of the Dispute. Nothingin this Customer Agreement affects the right of a partyto seek urgent injunctive or declaratory relief froma court of appropriate jurisdiction to in respect of a Dispute or any matterarising under this Customer Agreement.

The prevailing party isentitled to recover its reasonable attorneys' fees, expert witness fees, andout-of-pocket costs incurred in connection with such proceeding, in addition toany other relief it may be awarded.

Proceedings and informationrelated to them will be maintained as confidential, including the nature and details of the Dispute, evidenceproduced, testimony given, and the outcome of the Dispute,unless such information was already in the public domain or was independently obtained. Company and KleerCard, and allwitnesses, advisors, and arbitrators will only share such information as necessary to prepare for orconduct arbitration or other legal proceeding, orenforcement of the outcome, unless additional disclosure is required by law.

3.9 Legal Process

We may respond to and complywith any legal order we receive related to your use of the Services, including subpoenas, warrants, orliens. We are not responsible to you for any losses you incur due to our response to such legalorder. We may take any actions we believe are requiredof us under legal orders including holding funds or providing information asrequired by the issuer of the legal order. Wherepermitted, we will provide you reasonable Notice that we have received such an order.

3.10 Assignment

KleerCard may assign, pledge,or otherwise transfer this Customer Agreement or its rights and powers under this Customer Agreement withoutproviding Notice to you. Any such assignee will have all rights as if originally named inthis Customer Agreement instead of KleerCard. You maynot assign this Customer Agreement or rights provided, or delegate any of itsobligations, without KleerCard's express written consent(which KleerCard may grant or withhold in its solediscretion).

3.11 Headings and Interpretation

Except where otherwisespecified, all references to sections or provisions refer to this Customer Agreement or the applicableincorporated terms. The phrases including, for example, or such as do not limit the generality of thepreceding provision; the word _or_ will be read to mean either… or… or any combination of theproceeding items; and provisions listing items andusing and require all listed items.

All monetary amounts owedunder this Customer Agreement will be made in US Dollars (USD).

3.12 Changes to this Customer Agreement

We may modify this CustomerAgreement or provide another agreement governing your use of the Services or any portion of them byproviding you Notice. Any Administrator’s or User’s continued use of the Services or Cardsconstitutes your consent to the revised Customer Agreement.

Any waiver, modification, orindulgence that we provide to Company, of any kind or at any time, applies only to the specific instanceinvolved and will not act as a general waiver or a waiver, modification, or indulgence under thisCustomer Agreement for any other or future acts, events, or conditions. Further, any delayby KleerCard in enforcing our rights under this CustomerAgreement does not constitute forfeiture of such rights.

3.13 Entire Agreement

This Customer Agreementconstitutes the entire understanding between Company and KleerCard for the subject matter described andno other agreements, representations, or warranties other than those provided in thisCustomer Agreement will be binding unless in writingand signed by Company and KleerCard.

4. Defined Terms

Capitalized terms in this CustomerAgreement are defined as follows:

Administrator means theauthorized signer that is authorized by you to manage your KleerCard Accountand act on behalf of the Company, including consenting to this CustomerAgreement.

Beta Services means beta orpre-release products or services, which may contain features and functionalitythat are incomplete or subject to substantial change or discontinuation.

Cards means physical orvirtual payment cards issued by an Issuer and managed through your KleerCardAccount.

Card Networks means thepayment card networks including Visa or Mastercard.

Card Terms means theagreement between Company and the applicable Issuer for use of Cards identifiedon our website.

Charge means a payment forgoods or services made to a merchant that accepts payments on the applicableCard Network.

Chargeback means a disputethat you initiate against a merchant for an unresolved dispute with themerchant or where a Charge is unauthorized.

Company or you means thecompany that is applying for or has opened a KleerCard Account use the Servicesand manage Cards and is executing this Customer Agreement.

Company Data meansinformation or documentation provided by the Company to KleerCard, and whichincludes Financial Data and any Personal Data provided by Company,Administrators, and Users.

Consolidated Action meansclass arbitrations, class actions, or other action brought between multipleparties based on the same or similar legal claims, or the same or similarfacts.

Customer Agreement means thisCustomer Agreement as amended.

De-Identified Data means dataderived from Company Data that has been anonymized or aggregated with otherdata and that can no longer be used to identify a specific company orindividual.

Dispute means any dispute,claim, or controversy arising from or relating to this Customer Agreement,including any incorporated terms.

Feedback means all feedback,suggestions, ideas, or enhancement requests you submit to us.

Fees means charges we imposeon you for use of Services or your KleerCard Account.

Financial Data meansCompany’s bank balance, transaction, and account information accessible toKleerCard through Linked Accounts or Third-Party Services.

Fines means all fines, fees,penalties, or other charges imposed by an Issuer or regulatory authorityarising from your breaching of this Customer Agreement (including the CardTerms) or other agreements you have with KleerCard or an Issuer.

Issuer means the bank that isa member of the Card Network indicated on Cards and is responsible for issuingthe Cards to you.

KleerCard or we meansKLEERCARD INC.

KleerCard Account means yourcorporate account with KleerCard that is used to access Services includingreviewing expenses and managing Cards.

KleerCard Data means all datadeveloped or collected by KleerCard through the development or provision ofServices, Cards, or Third-Party Services, or generated or recorded by the KleerCard Platform, but which does not includeCompany Data.

KleerCard Property means theServices and related technology; KleerCard Data; and copyrights, patents, tradesecrets, trade or service marks, brands, logos, and other intellectual propertyincorporated into each of the foregoing.

Linked Account means anyaccount that is held with a financial institution or that provides financialdata and is linked to or authorized for use through your KleerCard Account.

Notice means any physical orelectronic communication or legal notices related to this Customer Agreementthat are provided to you, Users, or Administrators through text or SMS, email,your KleerCard Account, or by other means.

Periodic Statement means theperiodic statements identifying Charges, Fees, Fines, refunds, or other amountsowed or credited to your KleerCard Account during each billing cycle.

Personal Data means data thatidentifies or could reasonably be used to identify a natural person.

Prohibited Activities Listmeans the list of prohibited business types and activities posted on ourwebsite as updated from time to time that may render Company ineligible for aKleerCard Account.

Services means the expenseand corporate Card management services and all other services provided byKleerCard through your KleerCard Account.

Third-Party Services meansservices and data provided by third parties connected to or provided throughServices. Third-Party Services include accounting or expense managementplatforms (such as QuickBooks, Xero, and NetSuite), payment processors and e-commerceplatforms (such as Shopify), and applications used to monitor Linked Accounts(such as Finicity).

Third-Party Service Providermeans an affiliate or other third party that that assists us in providing theServices to you, that supports our internal operations, or that provides otherservices related or connected to, or provided through the Services and aKleerCard Account.

Users means any employees,contractors, agents, or other individuals permitted to use Services or Cards onyour behalf.

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