Ampla Platform Agreement

1.1. Ampla Services

Ampla will provide the Ampla Services to you for the term of this Platform Agreement subject to the payment of applicable Fees and compliance with the terms of this Platform Agreement. As part of the Ampla Services, Ampla hereby grants to you a non-exclusive, non-transferable, non-assignable right to use the Ampla Services, as per the terms of this Platform Agreement. You acknowledge that the Ampla Services are cloud-based hosted services and no copies of the Ampla Services or Ampla System will be delivered to you. The Ampla Services shall be used by you solely for your own purposes and Ampla does not convey any right, title or interest in the Ampla Services or Ampla System to you. Your right to use the Ampla Services shall terminate upon any termination of this Agreement or any suspension of the supply of the Ampla Services to you or to all users.

1.2. Eligibility

Company must be duly organized and remain in good standing under the laws of its jurisdiction of organization at all times. Only companies organized and registered in the United States (e.g., C-corps, S-corps, LLCs, or LLPs) may apply for an Ampla Account and use the Ampla Services. Individual consumers, sole proprietors, unincorporated partnerships, and companies organized and/or registered outside the United States, are not permitted to use or attempt to open or use an Ampla Account or the Ampla Services.

1.3. Requirements

By creating an Ampla Account, you represent and warrant as an authorized representative of Company that:

1. Company is a business entity that is organized, registered, and located in the United States;
   
2. Company has a valid U.S. Employer Identification Number (EIN);
   
3. Company is validly existing and in good standing in its jurisdiction of organization;
   
4. Applicant has the legal authority to bind Company to this Platform Agreement and to perform hereunder and under each Third-Party Servicer Agreement to which you are a party;
   
5. Company has the legal capacity to enter into this Platform Agreement and perform the obligations as set forth in this Platform Agreement;
   
6. Company is not engaged in any Prohibited Activities or Restrictive Activities;
   
7. all information Company provided to us is and will be current, accurate, and complete;
   
8. Company is the exclusive owner of the Ampla Account and is not operating the Ampla Account on behalf of any third party, and will use its Ampla Account exclusively for its business purposes and not for any personal, family, or household use;
   
9. Company has reviewed this Platform Agreement and the terms, agreements, or policies incorporated by reference and agrees to be bound by them; and
   
10. all Linked Accounts designated by Company are business rather than consumer accounts and are not established or used for personal, family, or household purposes;
    
11. Company shall immediately advise Ampla of defects in the Ampla Services or any claim or threatened claim against Ampla. Company shall immediately notify Ampla of any defects in a Product for which a Third-Party Servicer has been used as a payment method;
    
12. As between Company and Ampla, you assume all responsibilities and liabilities associated with any Product that Company purchases or sells and your relationships with sellers of such Products;
    
13. Company shall promptly install any and all upgrades, bug fixes and other improvements to the Ampla Services, such as they may be from time to time; and
    
14. Company has had the opportunity to review this Platform Agreement, including and not limited to, the other terms, agreements and policies incorporated by reference herein, with legal counsel prior to accepting the terms hereof.
    

Required Information
‍You must provide Company Data to create and maintain an Ampla Account and to access the Ampla Services and may also be asked to provide certain Personal Data. We may also require that you provide certain documentary information used to verify Company Data and Personal Data such as organizational documents and certificates of registration, proof of address, or personal identification.

You will keep Company Data and each User’s Personal Data current, complete, and accurate in your Ampla Account at all times.

We may require additional information from you at any time, including Company Data and Personal Data to assess Company’s financial condition and business risks, for verification purposes, or for other legitimate business purposes.

To help the government fight the funding of terrorism and money laundering activities, U.S. federal law requires that financial institutions obtain, verify, and record Company Data and Personal Data identifying companies and their Beneficial Owners and Control Persons. You agree to provide the required information to open and maintain your Ampla Account and agree to keep such information current. We may share this information with Third-Party Service Providers for these purposes, as explained in our Privacy Policy.

Linked Account(s)
‍As applicable, and in connection with the use of certain Ampla Services, you may be required to connect at least one Linked Account to your Ampla Account.  All Linked Accounts must be business accounts rather than consumer accounts.  You authorize us to verify that the account details you provide for your Linked Accounts are correct and the Linked Accounts belong to you.

‍Validation of information
‍Ampla, its Service Partners, and Third-Party Service Providers rely on the accuracy of the information you provide when opening and maintaining your Ampla Account. You may be required to verify information previously provided or provide additional information in the course of applying for or receiving certain Ampla Services.

You acknowledge that you have obtained appropriate consent and authorization of any person whose Personal Data you provide before sharing such data with Ampla.

You acknowledge and agree that we may use and provide Company Data and Personal Data to Third-Party Service Providers to validate the information you have provided and determine your eligibility for the Ampla Services, as described in the Privacy Policy. We may approve or deny your application for an Ampla Account or a particular Ampla Service or grant you or anyone seeking to access your account with your authorization provisional, limited access while your application is pending additional review. We may deny your application, interrupt provision of the Ampla Services or access to you, any Entity or any User, or suspend or close your Ampla Account where, in our sole determination, the information you provided is incomplete, inaccurate, or out of date.

‍Consent to Electronic Signature and Communications

‍You agree to, and acknowledge that you have received an opportunity to review, the Electronic Disclosure and Consent Agreement.

1.4. Ampla Account Use Restrictions

Your Ampla Account and the Ampla Services may not be used for any of the following:

1. any purpose that is unlawful or prohibited by this Platform Agreement;
   
2. any personal, family, or household use;
   
3. any transaction involving any Prohibited Activities;
   
4. provided to or used for 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 the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State
   
5. used or accessed by third parties who are not Company or entity employees, contractors, or agents or who are otherwise unaffiliated with Company;
   
6. copied, modified, adapted, resold or used to create derivative works of or republish the Ampla Services;
   
7. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Ampla Services;
   
8. access or use for purposes of comparison with or benchmarking against third party products or services or in order to build similar services or competitive services;
   
9. act as a service bureau;
   
10. gain or attempt to gain unauthorized access to the Ampla Services; or
    
11. for any purpose not related to the business of Company or an Entity.
    

We reserve the right to update the lists of Prohibited Activities or Restricted Activities at any time. We will not approve and may terminate an Ampla Account that we know or believe is engaged in any Prohibited Activities or otherwise does not comply with the restrictions in this Section 1.4, as determined in Ampla’s sole discretion. Ampla may limit Company’s or other authorized parties’ use of or access to certain Ampla Services or require that you provide additional information to open or maintain your Ampla Account where Company or an Entity is engaged in Restricted Activities, as determined in Ampla’s sole discretion.

1.5. Ampla Account Use Restrictions

You acknowledge, understand and agree that we will collect, process and share Company Data and Personal Data to provide the Ampla Services, comply with our regulatory obligations, or as otherwise described in this Platform Agreement and the Privacy Policy.

2.1. Administrators

You must specify at least one Administrator to manage your Ampla Account when submitting your application.  Administrators must have, and Company represents that any individual designated as an Administrator has, the requisite power and authority to conduct business and manage Company’s Ampla Account, including by authorizing debits from Linked Accounts. In the event that an individual designated as an Administrator no longer has such requisite power and authority, Company must notify us promptly and designate another Administrator for the Ampla Account.

Each Administrator will be granted Administrative Rights in your Ampla Account and we may change these permissions from time to time by updating our website or otherwise providing you Notice. An Administrator may allow more than one individual User from your organization to access your Ampla Account. Where there is more than one User in your Ampla Account, you are responsible for all acts and omissions of each individual User. You guarantee that each User shall comply with the terms of this Platform Agreement. Each reference to you in this Platform Agreement shall refer to both you and each of your Users.

In the event of a dispute regarding who is authorized to act on behalf of Company or any Entity in connection with Company’s Ampla Account, you agree that Ampla is not obligated to adjudicate any such dispute and may continue to honor instructions from any designated Administrator or User, or suspend Company’s Ampla Account or limit use of the Ampla Services unless and until the dispute is resolved, in Ampla’s sole discretion.

2.2. Responsibility and Access

Company is responsible and liable for any actions or failure to act on the part of Administrators and Users whether in their original capacity as an Administrator or User, and those using Credentials issued to Users to access Company’s Ampla Account. Details on liability for Charges, Fees, or Fines incurred through a specific Service can be found in the applicable Service-Specific Terms.

Company is responsible for:

1. ensuring that Users are aware of and agree to abide by the terms of this Platform Agreement, the applicable Service-Specific Terms and all applicable law in connection with their use of the Ampla Services;
   
2. obtaining appropriate consent and authorization to provide Users’ personal information, and ensuring that Users are aware of and have reviewed the Privacy Policy and understand how we process their personal information;
   
3. ensuring that Users are aware of, accept, and comply with the User Terms; and
   
4. ensuring that Users use the Ampla Services only for valid, lawful business purposes and not for any personal, family, or household use.
   

You are liable for all access to and use of the Ampla Services occurring through Company’s Ampla Account, including without limitation, any breach or violation by it, an Entity, or any User of this Platform Agreement or any Service-Specific Terms.

You will ensure that each User has their own unique set of Credentials, keeps those Credentials secure, does not share those Credentials with any other person or third party, and does not reuse Credentials for other services.

You will not allow any unauthorized person to use the Ampla Services. You will immediately disable User access to the Ampla Services or limit permissions where you know or suspect your Ampla Account has been compromised or may be misused or where you know or believe a User’s Credentials are compromised or lost; and you will promptly notify us of any unauthorized access or use of your Ampla Account or the Ampla Services.

2.3. Term and Termination

This Platform Agreement is effective when you accept its terms when applying for an Ampla Account and continues until terminated by either you or us, in accordance with the Service-Specific Terms or as set forth in this Platform Agreement.

You can terminate this Platform Agreement at any time by closing your Ampla Account or by sending Notice to Ampla that you wish to terminate this Agreement. Ampla can terminate or suspend performance hereunder or may terminate this Platform Agreement at any time and for any reason with or without prior Notice. Ampla also reserves the right to suspend supply of the Ampla Services or terminate this Platform Agreement without prior notice to you in the event that Ampla determines, in its sole discretion, that continuing to perform hereunder would expose Ampla to excessive security, financial or reputational risk.

You are responsible for all Charges, Fees, Fines, losses, and other amounts owed to us caused by your, an Entity’s, or any User’s action or inaction, including any that are assessed or may arise after the termination of your Ampla Account, and for any costs we may incur in the process of closing your Ampla Account.

In the event that this Platform Agreement is terminated, except as expressly provided herein, the applicable Service-Specific Terms will immediately terminate (other than sections that survive termination). Upon request by Ampla at termination, you shall either destroy or return all Ampla Data and documentation related to the Site and Ampla Services, in all forms, both complete and partial, in all media.

Sections 1.5 (Privacy Policy), 2.2 (Responsibility and Access), 2.3 (Term and Termination), 2.6 (Notices, Electronic Communications, and Monitoring), [2.10 (Beta Services)], 2.12 (Ampla Account Holds, Suspensions, Termination, and Other Actions), 3.1 (Limitation of Liability), 3.2 (Indemnification), 3.3 (Governing Law and Venue), 3.4 (Binding Arbitration), 3.5 (Compliance with Court Orders, Other Legal Process or Requests, and Applicable Law), 3.8 (Assignment), and 3.12 (Confidentiality) together with the provisions of the Service-Specific Terms that identify continuing obligations, and all other provisions of this Platform Agreement or the agreements, terms, and policies incorporated herein giving rise to continuing obligations of the parties, will survive termination of this Platform Agreement. If you reapply or reopen your Ampla Account or you or your Entities use or attempt to use any of the Ampla Services, you are consenting to the Platform Agreement in effect at that time.

2.4. Fees and Payment

Fees
‍Services are available to you subject to your payment of Fees. Fees are disclosed on the Site and/or in Service-Specific Terms, which disclosure is incorporated herein by reference. Ampla may make promotional Fee offers that will not necessarily apply to you. Fees vary depending on the Ampla Services you select. You shall pay Fees and other amounts owing to Ampla no later than fifteen (15) days following the date of the invoice which Ampla provides to you. All Fees and costs are non-refundable. Should you not pay sums owed to Ampla by the agreed upon date, Ampla reserves the right to suspend or terminate the Ampla Services. In addition to suspension and termination rights, Ampla reserves the right to charge interest from the payment due date at the lower of 15% per annum, or the maximum amount allowed by law. Fees are exclusive of all taxes, levies or duties imposed by any national, federal, state or local taxing authorities. You shall be solely responsible for payment of all such taxes. Should Ampla be required to pay any such taxes, you shall reimburse Ampla for all tax payments in full, within thirty (30) days of receipt of an invoice therefore. Fees that are owed and are not paid on time may be collected from any Linked Account. This right may be exercised against you and any assignees for the benefit of your creditors or receivers. This right will exist even if Ampla does not exercise it prior to the making, filing, or issuance of an arbitration demand, court order, or other action. Third-Party Service Providers may charge their own fees for Third-Party Services; unless otherwise indicated on the Site, Fees hereunder do not include amounts you may owe Third-Party Service Providers under Third-Party Service Providers’ Agreements.

Payment of Fees
‍Fees shall be paid as per the Payment Network that is acceptable to Ampla and integrated with the Ampla Account.

‍ACH Consent
‍THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT YOUR LINKED ACCOUNTS FOR ALL AMOUNTS YOU OWE UNDER THIS PLATFORM AGREEMENT. PLEASE READ IT THOROUGHLY.

You authorize Ampla, Third-Party Service Providers and their assigns to collect amounts owed under this Platform Agreement by debiting funds from the Linked Accounts at depository institutions (including banks and credit unions) using the Automated Clearinghouse (ACH) network governed by the rules established by the National Automated Clearinghouse Association (NACHA). These debits are bound by NACHA rules for business-related ACH debits.

Ampla, Third-Party Service Providers and their assigns may debit Linked Accounts for all amounts owed to us or such Third-Party Service Providers under this Agreement. If we, the applicable financial institution or such applicable assign cannot or do not collect these amounts via ACH, you agree to immediately pay all amounts owed as directed. You also authorize Ampla, Third-Party Service Providers or their assigns to debit Linked Accounts immediately, on any date, and without additional Notice where (a) the total aggregate balance of Linked Accounts is less than any balance minimums that we have communicated to you via the Ampla Services or (b) we determine in our sole discretion that Company poses or may pose an unacceptable risk to Ampla, Third-Party Service Providers, or third parties or no longer satisfies the underwriting criteria used to establish the spending limit for Company.

To withdraw the debit authorization from a Linked Account, you must provide us thirty (30) days’ advanced notice and pay all amounts owed under your Ampla Account immediately, including Charges and other amounts that may be included in future Periodic Statements. Such withdrawal of a debit authorization does not terminate the Platform Agreement or your obligation to pay all amounts owed under this Platform Agreement. Company will be responsible for all costs of collections and damages under this Platform Agreement if amounts owed are not paid by Company as described in this Platform Agreement. Spending limits may be reduced (including to zero), and your Ampla Account may be terminated or otherwise limited, if you withdraw debit authorization.

2.5. Changes to Services and Service-Specific Terms

We may add Ampla Services or modify existing Ampla Services at any time. Unless expressly stated otherwise in an applicable order form or any Service-Specific Terms, any new or modified Services will be subject to this Platform Agreement.

We do not guarantee that each of the Ampla Services will always be offered or available to you. Ampla Services will change from time to time, and certain Ampla Services may be discontinued. In the event Ampla discontinues or modifies a certain Ampla Service you are using in a way that materially reduces the features or functionality of the Ampla Service, we will make commercially reasonable efforts to provide at least thirty (30) days advance Notice to you before the Ampla Service is discontinued or materially modified.

You acknowledge and understand that in order to use certain Ampla Services, you and/or parties affiliated with Company (including Affiliates, Control Persons, employees, contractors, or agents authorized to use the Ampla Services on Company’s behalf) must agree to Service-Specific Terms governing access to and use of such Services. We may eliminate, amend, or add to Service-Specific Terms at any time subject to any provisions governing termination or amendments therein.

2.6. Notices, Electronic Communications, and Monitoring

You agree that we and any agents acting on our behalf may send Notices to, receive communications from, or otherwise contact, including via email, SMS, WhatsApp®, prepaid registered mail (return receipt requested) or other recognized courier, or other communication channels to the Administrators or Users relating to an application submitted on behalf of Company, your Ampla Account, or any activity in connection with your Ampla Account, in accordance with the terms outlined in this section. We and our agents may send Notices or otherwise communicate with you using the contact information provided to us or our agents by Administrators or Users, including phone numbers associated with mobile phones or devices, and may use autodialing or automated voice messaging technology. We and our agents are not responsible or liable for any charges or costs incurred by you, Administrators, or Users in connection with such communications.

You agree that Ampla may monitor or record the interactions or activities of Administrators, Users, or persons given access to the Ampla Services or your Ampla Account when using any of Ampla’s websites or mobile applications or accessing the Ampla Services. We and our agents may also monitor or record any communications for quality assurance or other reasonable business purposes.

Notices regarding payments, legal terms, and any other important Notices related to your Company’s Ampla Account will be sent to the Administrators through your Ampla Account, email, SMS, WhatsApp, or other communication channels and are considered received twenty-four (24) hours after they are sent. Any such notice, request, demand or communication shall be deemed to have been received on the day it was delivered personally or on the fifth (5th) day following prepaid registered mail (return receipt requested) or other recognized courier, unless there is a disruption of any kind of postal service. YOU UNDERSTAND THAT YOU MAY NOT USE THE AMPLA SERVICES UNLESS YOU CONSENT TO RECEIVE NOTICES ELECTRONICALLY. YOU MAY ONLY WITHDRAW CONSENT TO RECEIVE NOTICES ELECTRONICALLY BY CLOSING YOUR AMPLA ACCOUNT.

2.7. Providing Information and Company Updates

You will keep Company Data and each User’s Personal Data current, complete, and accurate in your Ampla Account at all times.We may require additional information from you at any time, including Company Data and Personal Data to verify Beneficial Owners or Control Persons, validate information you provided, verify the identity of Administrators or Users, or assess the financial condition and business risks of Company and/or its authorized corporate Affiliates.

‍Notification of Corporate and Business Changes
‍Company and Entities must be duly organized and remain in good standing under the laws of their respective jurisdictions of organization at all times.

You will promptly provide us with proper Notice if any of the following occur:

1. the nature of your or an Entity’s business changes significantly;
   
2. there is a change of Beneficial Owners or Control Persons;
   
3. there is a material change in the control or ownership of your or an Entity’s business (whether direct or indirect) or you or an Entity transfers or sells 25% or more of your or that Entity’s total assets;
   
4. there is a planned or anticipated liquidation or voluntary bankruptcy or insolvency proceeding;
   
5. You or an Entity are party to a dispute or are involved in a regulatory proceeding in which claims are asserted that would, if sustained in a legal or regulatory proceeding or alternative dispute resolution forum, result in a material impact to Company’s financial condition; and
   
6. You or an Entity begin engaging in any Prohibited Activities or Restricted Activities
   

2.8. Ampla Intellectual Property Rights and Licenses

Ampla grants you a nonexclusive and nontransferable license to use Ampla Property as provided through the Ampla Services and as permitted by this Platform Agreement. This license terminates upon termination of this Platform Agreement unless terminated earlier by us. Nothing in this Platform Agreement shall confer or grant to you any Intellectual Property Rights in the Ampla Services or Ampla System.

You grant Ampla a worldwide, irrevocable license to use, modify, distribute, display, copy, and create derivative works from Company Data for the purposes identified in this Platform Agreement.

The Ampla System, including its source and object codes, documentation (including all descriptive material concerning the functions and technical specifications of the Ampla System, user manuals, technical manuals, and other materials issued to you), appearance, structure and organization, is a proprietary product of Ampla and is protected by copyright and other laws. Title to the Ampla System, and any copy, update, modification or merged portion thereof, shall at all times remain with Ampla.

You acknowledge that Ampla expressly reserves the entire right, title and interest in and to the Ampla System, and retains the exclusive right to reproduce, publish, sell, modify, distribute, prepare derivative programs of, and license to other licensees, the Ampla System.

You shall not decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code or utilize any expression of the Ampla System in other than object code form. You shall not alter or otherwise modify the Ampla System. You shall not remove any trademarks, proprietary legends, or copyright notices from the Ampla System, or reproduce, publish, sell, modify, distribute, prepare derivative programs of, or sublicense the Ampla System in any manner.

We will not share any Company Data with third parties for marketing unaffiliated products without your consent, but may use Company Data to identify Services, Third-Party Services, and programs that we believe may be of interest to you, including as part of a rewards or benefits program.

To the extent such rights are not expressly identified in this Platform Agreement, we reserve all other rights to our intellectual property relating to the Ampla Services and shall own all modifications, improvements, enhancements, derivative works, additional models or features made by us to the Ampla Services (collectively “Modifications”), whether or not such Modifications were made by us on the basis of any Feedback, ideas, suggestions, or information provided by you, your affiliates, Administrators, or Users.

2.9. Customer Identification

We may publicly reference you as an Ampla customer on our website or in other communications during the term of this Platform Agreement. You grant Ampla a limited license to use Company trademarks or service marks for this purpose.

2.10. Beta Services

We sometimes release Beta Services in order to test new products, features, and programs, and we may make these Beta Services available to you to get your Feedback. We may change or discontinue Beta Services at any time. Beta Services are confidential until we publicly announce 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. We may use any Feedback about the Ampla Services or Beta Services freely and without restriction. Except where specifically notified by us, we will not compensate or credit you for Feedback provide to us.

2.11. Content

Information provided on our website and in other communications from us, other than the agreements, offers, policies, and terms referenced or otherwise incorporated by this Platform Agreement, Service-Specific Terms, or that we otherwise expressly denote as governing your relationship with Ampla, is for information purposes only. We may change or update information from time to time without Notice.

Information we provide to you on our website and in other communications may contain third-party content or links to third-party sites and applications. We do not control any such third-party content, sites, or applications, and we are not responsible or liable for the availability, accuracy, completeness, or reliability of third-party content or for damages, losses, failures, or problems caused by, related to, or arising from such third-party content or the products or practices of third parties.

2.12. Ampla Account Holds, Suspensions, Termination, and Other Actions

If we believe, in our sole discretion, that you or an Entity have violated the terms of this Platform Agreement, engaged in any Prohibited Activities or Restricted Activities, violated applicable law or rules, engaged in fraudulent or unfair activities, or have otherwise engaged in activities that violate our or others’ rights, or created an undue risk of harm for us or others, we may take a number of actions to protect Ampla, its customers, and others at any time, in our sole discretion and with or without Notice.

The actions we may take include:

1. terminate this Platform Agreement, limit your, any Administrator’s, User’s, or any other person’s or Entity’s access to your Ampla Account and/or the Ampla Services, and/or close or suspend your Ampla Account, immediately and without penalty to us;
   
2. refuse to provide the Ampla Services to you, any Entity, Administrator or User, or any other individual in the future;
   
3. limit your, any Entity’s, Administrator’s or User’s, or any other individual’s access to our websites, software, systems (including any networks and servers used to provide any of the Ampla Services) operated by us or on our behalf, your Ampla Account or any of the Ampla Services, including limiting your ability to pay or send money or make withdrawals;
   
4. return or reverse transactions associated with your Ampla Account or otherwise remit funds in accordance with applicable rules governing payments (e.g. NACHA rules) and/or in an effort to remediate fraudulent or criminal conduct, as determined in our sole discretion;
   
5. contact others who have transacted with you, your Entities, other financial institutions, other impacted third parties, or law enforcement or other regulators about your actions and/or Ampla Account;
   
6. update inaccurate information you, the Applicant, Entity, any Administrator or User, or any other individual acting under or associated with your Ampla Account provided to us; or
   
7. take legal action against you, Entity, any Administrator or User, or any other individual acting under or associated with your Ampla Account.
   

If you’ve violated this Platform Agreement or have engaged in any Prohibited Activities or Restricted Activities, then you are also responsible for damages to Ampla caused by that violation and/or such activities.

If we close your Ampla Account or terminate your use of the Ampla Services for any reason, we’ll notify you of such actions. If any funds in your Ampla Account are subject to a hold or restriction and that hold or restriction is later removed, we will either send any unrestricted funds to an external account you specify or make such funds available for withdrawal. To the extent permitted by law, we will deduct from your Ampla Account or any Linked Account any reasonable expenses we incur while attempting to contact you or other costs we may incur in the process of closing your Ampla Account. You will continue to be liable to us for any transactions or obligations, or any losses or expenses we sustain, that are associated with your Ampla Account, whether incurred before, during, or after the account closing process.

You are responsible for all reversals, chargebacks, claims, fees, fines, penalties, negative balance, and any liability incurred by Ampla, any Ampla customer, or a third party caused by or arising out of your or your Entities’ breach of this Platform Agreement and/or your or your Entities’ use of the Ampla Services.

Our decision about actions we may take in relation to your Ampla Account may be based on confidential criteria that are essential to our management of risk and the protection of Ampla, our customers, service providers, or others. We may use proprietary fraud and risk modeling when assessing the risk associated with your Ampla Account. In addition, we may be restricted by law, regulation, or a governmental authority from disclosing certain information to you about such decisions or actions. You agree that we have no obligation to disclose the details of our risk management or security procedures to you.

Nothing in this section is intended to limit our rights to refuse to provide Services to anyone, at any time, and for any reason consistent with applicable law, in our sole discretion.

3.1. Limitation of Liability

THE AMPLA SERVICES, INCLUDING, AND NOT LIMITED TO BETA SERVICES, ARE PROVIDED ON AN "AS-IS", "AS AVAILABLE", AND “WITH ALL FAULTS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AMPLA EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF USABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES THAT THE AMPLA SERVICES PROVIDED BY AMPLA OR THAT THE OPERATION OF THE AMPLA SERVICES WILL BE INTERRUPTION OR ERROR FREE OR WITHOUT VIRUSES OR OTHER HARMFUL MATERIALS. AMPLA DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS OBTAINED FROM THE USE OF THE AMPLA SERVICES. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE AMPLA SERVICES IS AT USER’S OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE AMPLA SERVICES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AMPLA, ITS SUPPLIERS AND LICENSORS, SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF AMPLA HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. EXCEPT AS REQUIRED BY LAW OR PURSUANT TO SECTION 3.4, IN NO EVENT SHALL AMPLA’S LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) TO YOU, OR ANY THIRD PARTY, IN ANY WAY CONNECTED WITH OR ARISING OUT OF THIS PLATFORM AGREEMENT (AND ALL OTHER AGREEMENTS BETWEEN AMPLA AND YOU) EXCEED THE FEES ACTUALLY PAID TO AMPLA BY YOU DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

AMPLA IS NOT A BANK, FINANCIAL INSTITUTION OR FINANCIAL ADVISORY SERVICE. AMPLA DOES NOT PROVIDE FINANCIAL ADVICE. AMPLA WORKS WITH FEDERALLY-CHARTERED PARTNER BANKS TO ENABLE BANKING SERVICES. AMPLA MAINTAINS RELATIONSHIPS WITH SUCH BANKS THAT MAKE ACCOUNTS AVAILABLE TO ELIGIBLE BUSINESSES.  YOU SHALL SEEK THE ADVICE OF A PROFESSIONAL FINANCIAL ADVISOR (E.G., YOUR BANKER) IF YOU ARE UNCERTAIN ABOUT ANY OF YOUR FINANCIAL TRANSACTIONS.

Ampla shall use its commercially reasonable efforts to perform its obligations hereunder, however, Ampla, its Affiliates, agents or licensors shall not be liable for any loss resulting from the activities of you, nor from any erroneous statements or errors in transmission, nor for any loss resulting from any delay, interruption or failure to perform hereunder due to any circumstances beyond Ampla’s reasonable control including, without limitation, acts of god, fire, explosion, earthquake, riot, terrorism, war, sabotage, accident, embargo, storms, strikes, lockouts, any interruption, failure or defects in Internet, telephone, or other interconnect services or in electronic or mechanical equipment. Ampla’s obligations hereunder shall be suspended during any of the foregoing circumstances, which suspension shall not be a cause for termination of this Platform Agreement by you.

Ampla does not represent or warrant that the Ampla Services suits your needs. In addition, in the event of any failure of the Ampla Services, or in the event Ampla otherwise defaults under any provision of this Platform Agreement, then your sole and exclusive remedy shall be termination of this Agreement and, to the maximum extent permitted under applicable law, you hereby waive and

3.2. Indemnification

You shall defend, indemnify and hold harmless Ampla, its directors, officers, employees, agents, assigns, processors, suppliers and successors-in-interest from and against any and all third-party liability, damages, losses, claims, demands, actions, causes of action, costs and expenses (including attorneys’ fees and expenses) arising out of or resulting from:

1. your performance under this Agreement including, without limitation, performance, non-performance, or defect in performance, any statement, misstatement, representation or misrepresentation made by you;
   
2. the negligent or willful acts or omissions of you or your Users, agents and/or employees;
   
3. any statements, claims, representations or warranties made by you or your Users, agents and/or employees, relating to the Products or any other matter;
   
4. your provision or, or failure to provide Products;
   
5. your acts or omissions;
   
6. your relationship with any Third-Party Service Providers or any other third party;
   
7. any and all tax liabilities associated with Transactions, the sale of Products, regardless of which party has a legal duty to collect and remit the same;
   
8. use of the Ampla Account;
   
9. any vendor to you;
   
10. attorneys’ fees and other costs and expenses paid or incurred by Ampla in the enforcement of this Agreement, or in collecting any amounts due from you hereunder;
    
11. responding to requests for Data or your information by third parties including but not limited to subpoenas or court orders for the same; and
    
12. Transactions or financial transactions of you, Third-Party Service Providers or other third parties.
    

3.3. Indemnification

This Platform Agreement is governed by the laws of the State of New York without regard to conflict of law principles. You and Ampla submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York County, New York for resolution of any lawsuit or court proceeding permitted under this Agreement. The Ampla Services operate from the Ampla offices in New York, New York and Ampla makes no representation that the Ampla Services are appropriate or available for use in other locations. This Section 3.3 shall also be subject to Section 3.4 hereafter.

3.4. Binding Arbitration

Except for certain kinds of disputes described in the arbitration provision below, you agree that disputes arising under this Agreement will be resolved by binding individual arbitration, and BY ACCEPTING THIS AGREEMENT, YOU AND AMPLA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a single ARBITRATOR and NOT a judge or jury.

Generally
‍Any dispute arising in connection with this Platform Agreement will be resolved by binding arbitration whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Platform Agreement.

‍Expectation
‍Notwithstanding the foregoing, nothing in this Platform Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to:

1. bring an individual action in small claims court;
   
2. pursue an enforcement action through the applicable federal, state, or local agency if that action is available;
   
3. seek injunctive relief in a court of law in aid of arbitration; or
   
4. to file suit in a court of law to address an intellectual property infringement claim.
   

Arbitrator
Any arbitration between you and Ampla will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by this Agreement. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Ampla. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. There shall be a single arbitrator who shall be an attorney practicing commercial law in New York.

‍Notice of Arbitration; Process
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided an Ampla physical address, then by electronic mail (“Notice of Arbitration”). Ampla’s address for Notice is: legal@getampla.com. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within thirty (30) days after the Notice of Arbitration is received, you or Ampla may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Ampla must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Ampla in settlement of the dispute prior to the award, Ampla will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.

Arbitration Fees
‍If you commence arbitration in accordance with these terms, Ampla will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York County, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Ampla for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.

‍No Class Actions
‍YOU AND AMPLA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Ampla agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

‍Severability
If any portion of this Section 3.4 is deemed invalid or unenforceable, the remaining portions of this section shall nevertheless remain valid and in force. If a court decides that any of the provisions is invalid or unenforceable because it would prevent the exercise of a nonwaivable right to pursue public injunctive relief and that decision is not overturned after any rights to appeal are exhausted, then any claim regarding the entitlement to such relief (and only that form of relief) must be severed from arbitration and may be litigated in court. Also, if a court decides that any of the is invalid or unenforceable for any other reason and that decision is not overturned after any rights to appeal are exhausted, then any claim that may not be arbitrated in accordance with the provisions that are held to be invalid or unenforceable must be severed from arbitration and may be litigated in court. For the sake of clarity, in no event shall any court decision finding a provision invalid or unenforceable be deemed to authorize an arbitrator to adjudicate claims or make awards in a manner that is inconsistent with the terms of this arbitration section.

‍Modifications To This Arbitration Provision
‍If Ampla makes any future change to this arbitration provision, other than a change to Ampla’s address for Notice of Arbitration, you may reject the change by sending us written notice within thirty (30) days of the change to Ampla’s address for Notice of Arbitration, in which case your account with Ampla will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.

3.5. Compliance with Court Orders and Applicable Law

If we are notified of or become aware of a court order or other legal process or request (e.g., subpoenas, garnishments, levies, warrants) or if we otherwise believe we are required to do so in order to comply with applicable law or regulatory requirements, we may take certain actions, including without limitation providing information in our possession, custody, or control; holding payments to/from your Ampla Account or holding or otherwise restricting funds in your Ampla Account; or suspending, terminating, closing, or limiting access to your Ampla Account. We will decide, in our sole discretion, which action is required or appropriate. We do not have an obligation to contest or appeal any court order or legal process involving you, your Entities or your Ampla Account. We are not responsible to you or your Entities for any losses or consequences you sustain due to actions we may take to comply with a legal order, legal process or request, or applicable law. We may, but are not required to, provide you with Notice of any court order, legal process or requests, or actions we may take in conjunction with them or in an effort to comply with applicable law.

3.6. Third-Party Service Providers

Ampla may integrate with or use Third-Party Service Providers in order to provide some of the Ampla Services.  These Third-Party Service Providers may provide information or data about you or a User to Ampla for use in the Ampla Services.  Ampla hereby disclaims any and all liability for the use of such Third-Party Service Providers, or such information or data, and any integration with any Third-Party Service Provider.

3.7. Interpretation and Headings

Headings in this Platform Agreement are for reference only. Except where otherwise specified, all references to sections or provisions refer to this Platform Agreement or the applicable incorporated terms. The phrases including, for example, or such as do not limit the generality of the preceding provision; the word or will be read to mean either… or… or any combination of the proceeding items; words in the singular include the plural and words in the plural include the singular; and provisions listing items and using and require all listed items.

3.8. Amendments

From time to time, Ampla will post amendments or revisions to this Platform Agreement, including, without limitation, amendments to Fees, on the Site. Ampla reserves the right to make modifications to this Platform Agreement at any time and for any reason. Ampla will provide notice of these amendments or revisions to you through the Ampla Account or the Site. If the amendment or revision is required in order for Ampla and the Ampla Services to remain in compliance with applicable laws or regulations, then the amendment or revision shall take effect as of when it is posted to the Site. If, on the other hand, the amendment or revision is not required under law, and you do not close your Ampla Account within thirty (30) days of notice on the Site of the amendment or revision, then you shall be deemed to have accepted the amendment or revision. The “Last Updated” date on the top of this Platform Agreement shall reflect the date such amendment or revision was made to this Platform Agreement.

Other than as set forth in this Section 3.8, this Agreement may not be amended except by express consent of both parties through the Site or by such other means as Ampla may reasonably prescribe. Notwithstanding the foregoing, Ampla reserves the right, without any prior notice or consent, to change the method of access to Ampla Services or the Ampla Account. In the event that a change to this Platform Agreement will result in an increase of fees, an increase of liability to our users, fewer types of electronic funds transfers, or stricter limitations on the frequency or dollar amount of transfers, you will be notified twenty-one (21) days before the effective date of such change.

3.9. Assignment

You may not transfer or assign (by operation of law or otherwise) this Platform Agreement, any of your rights or obligations hereunder, or operation of your Ampla Account, without Ampla 's prior express written consent. If you wish to make such a transfer or assignment, or the ownership of Company or any Entity is changing, you must give us prior written notice. If we consent to such a transfer or assignment by Company, the assignee or successor must assume all of Company’s rights, obligations, and liabilities under this Platform Agreement and your relationship with Ampla and will be bound by all the terms of this Platform Agreement.

In the event of a change in ownership of an Entity, you will continue to remain fully responsible for the use of your Ampla Account by the Entity’s assignee or successor, if such assignee or successor is granted access in our sole discretion.  Ampla may assign, pledge, or otherwise transfer this Platform Agreement or any of its rights and powers under this Platform Agreement without restriction and without providing Notice to you. Any such assignee or successor will have all rights as though originally named in this Platform Agreement instead of Ampla.

3.10. Entire Agreement

This Platform Agreement, any Service-Specific Terms that may apply to you based on your use of the Services, and any terms, agreements or policies incorporated by reference, constitute the entire understanding of the parties with respect to the subject matter described and supersede all other proposals or previous understandings, written or oral, between the parties. No other agreements, representations, or warranties other than those provided in this Platform Agreement, any applicable Service-Specific Terms, and any terms, agreements or policies incorporated by reference, will be binding unless in writing and signed by Company and Ampla.

3.11. Severability

Unless provided otherwise in this Platform Agreement, if any provision of this Platform Agreement is held by a court or arbitrator to be invalid or unenforceable, that provision will be fully severable, such provision shall be construed and enforced in a manner that reflects the original intentions of the parties as closely as possible and is consistent with applicable law, and the remaining provisions of this Platform Agreement shall remain in full force and effect.

3.12. Successors

This Platform Agreement and the provisions hereof shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

3.13. Confidentiality

Each party acknowledges that it may directly or indirectly disclose Confidential Information to the other party in the course of negotiation of and performance of this Platform Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the disclosing party (or other third party), and the receiving party shall have no interest in, or rights with respect thereto, except as set forth herein. Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its most confidential information. Each party may disclose such Confidential Information to employees and agents who require such knowledge to perform services under this Platform Agreement. Except as otherwise contemplated by this Platform Agreement, neither party shall disclose the Confidential Information of the other party to any third party without the prior written consent of the disclosing party, and the duty of confidentiality created by this section shall survive any termination of the Platform Agreement. Nothing in this Platform Agreement shall prevent Ampla from collecting, storing, using and disclosing your Confidential Information for the purpose of providing the Ampla Services.

For the purposes of this Platform Agreement, “Confidential Information” means all proprietary, secret or confidential information or data relating to either party and its Affiliates, operations, employees, products, services or clients. Confidential Information shall include lists, pricing information, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Platform Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Platform Agreement; (iii) or becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by law. Without limitation, the terms of this Platform Agreement shall be Confidential Information of Ampla only.

3.14. Non-Disparagement

Neither party shall publish negative or harmful statements concerning the other party during the Term of this Agreement. You shall not use the names, logos or marks of Ampla other than as expressly permitted by Ampla.

3.15. Publicity

Any publicity campaigns by you that mention Ampla, including but not limited to press releases, shall be subject to the prior written approval of Ampla. Ampla may include you in any publicity campaigns, including but not limited to press releases, as well as include you in its public list of customers.

3.16. Contact Information

The Ampla Services are offered by Ampla, LLC, located at 276 5^th Avenue, Suite 704 #937, New York, NY 10001. You may contact us by sending correspondence to that address or by emailing us at info@getampla.com.

3.17. Complaints

If you have complaints about the Ampla Services, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Ampla Services or to receive further information regarding use of the Ampla Services.

3.18. Force Majeure

Neither party will be responsible for any failure or delay in performance of its obligations under this Platform Agreement because of circumstances beyond its reasonable control, and not due to the fault or negligence of such party, including, but not limited to, acts of God, flood, criminal acts, fire, riot, computer viruses or hackers where such party has utilized commercially reasonable means to prevent the same, accident, strikes or work stoppage, embargo, sabotage, inability to obtain material, equipment or phone lines, government action (including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Agreement), and other causes whether or not of the same class or kind as specifically named above. In the event a party is unable to perform substantially for any of the reasons described in this Section 3.18, it will notify the other party promptly of its inability so to perform, and if the inability continues for at least one hundred and eight (180) consecutive days, the party so notified may then terminate this Agreement forthwith without further liability. This provision shall not, however, release the party unable to perform from using its best efforts to avoid or remove such circumstance and such party unable to perform shall continue performance hereunder with the utmost dispatch whenever such causes are removed.

“Administrative Rights” means administrators may take a variety of actions, including: adding, removing, or managing additional Administrators and Users; applying for and accessing or removing Ampla Services or Third-Party Services, connecting and authorizing debits from current and new Linked Accounts; consenting to any new or updated terms or conditions contained in this Platform Agreement or other agreements, terms, or policies incorporated in this Platform Agreement; consenting to Service-Specific Terms or supplemental agreements; adding or removing additional Ampla Services to Company's account; and taking actions specified in any Service-Specific Terms and performing other tasks on Company’s and/or its authorized corporate affiliates’ behalf. 

“Administrator” means individual(s) with the requisite power and authority to conduct business and manage Company’s Ampla Account, including Entity access and use of that Ampla Account, and act on behalf of Company, including consenting or binding Company to this Platform Agreement and binding Company or Entity to any Service-Specific Terms, as designated by Company.

“Affiliate(s)” means in relation to a Person, another Person that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Person, or a Person's principal partners, shareholders, or owners of some other ownership interest.

‍“Ampla Account” means the account that your Company uses to access the Ampla Services, as applicable.

“Ampla Data” means all data developed or collected by Ampla through the development or provision of Ampla Services, or Third-Party Services, or generated or recorded by the Ampla platform, but which does not include Company Data.

“Ampla Property” means the Ampla Services and related technology; Ampla Data; and copyrights, patents, trade secrets, trade or service marks, brands, logos, and other intellectual property encompassing or incorporated into each of the foregoing.

“Ampla Services” means our Site, along with our related websites, networks, applications, mobile applications, and any products or services provided by us including, without limitation, (i) a service for businesses involving the secure communication of data between you, Third Party Servicers and Ampla; (ii) the Card Transactions; (iii) any software as a service (SaaS) products made available to you by us,  and (iv) such other services or products as are available to you through the Ampla Account and/or the Ampla System from time to time; excluding, however, any loan agreement, merchant purchase agreement, or other financing agreement you have or may obtain with or through Ampla or any Affiliate of Ampla and which is governed by a separate agreement.

“Ampla System” means a cloud-based system operated by Ampla that allows you to access your Ampla Account and initiate Transactions.

“Applicant” means the natural person who applies for an Ampla Account on Company’s behalf.

‍“Beneficial Owners” means any individual who, directly or indirectly, owns 25% or more of the equity interests of Company or an Entity.

“Beta Services” means a beta or pre-release product or services, which may contain features and functionality that are incomplete or subject to substantial change or discontinuation.

“Card” means (i) a credit or debit card in the form issued under license from VISA®, Mastercard®; or (ii) any other valid credit card, charge card or debit card accepted as a method of payment by merchant with Company's prior written approval.

“Card Transactions” means (A) Ampla (i) causing a Card to be issued by an Issuer; (ii) Ampla using its own funds to load such Card with Transaction funds; and (iii) permitting you to use the Card to complete a payment Transaction with a merchant; and (B) after the merchant has processed the Transaction, you reimbursing Ampla for the amount thereof from your Bank Account or otherwise.

“Charge(s)” means a payment for goods or services made using a Card to a merchant that accepts payments on the applicable Payment Network.

“Company Data” means information or documentation provided by Company or an Entity to Ampla, and which may include the registered business name, business address, ownership details, contact information including email and phone number, tax identification number, the nature of the business, financial information, details for your Linked Accounts, and other business or personal information that we may require or request from time to time.

“Confidential Information” shall have the meaning set forth in Section 3.13.

“Control Persons” means a single individual with significant responsibility to control, manage, or direct Company or an Entity.

“Credentials” means usernames, passwords, and other identifiers or credentials used to assist in identification and authentication with regard to use of the Ampla Services or to access your Ampla Account.

“Demand” shall have the meaning set forth in Section 3.4.

“Entity” means an affiliated legal entity of Company that you have expressly allowed access to your Ampla Account, with Ampla’s approval.

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

‍“Fees” means those amounts for which you are liable to pay in consideration of the Ampla Services posted on the Site, such as they are from time to time.

“Fines” means all fines, penalties, or other charges imposed by Ampla, a Service Partner, governmental agency or regulatory authority arising from your breach of this Platform Agreement, any of the Service-Specific Terms, or other agreements you have with Ampla or a Service Partner.

“Initial Term” shall have the meaning set forth in Section 2.3.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, works of authorship, inventions, discoveries and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

“Issuer” means a member of a Payment Network that is in the business of issuing Cards.

“Linked Accounts” means any account that is held with a financial institution, including but not limited to any federally-chartered bank with which Ampla maintains a relationship, and is connected to your Ampla Account and authorized for payment of Charges, Fees, and Fines.

“Modifications” shall have the meaning set forth in Section 2.8.

“Notice of Arbitration” shall have the meaning set forth in Section 3.4.

“Notices” means any physical, voice, or electronic communication, or legal notices that are provided or directed to Company, Users, or Administrators through phone call, text or SMS, email, push notification, WhatsApp®, Company’s Ampla Account, or by any other means.

“Payment Network” means any VISA®, Mastercard® or any other valid credit card, charge card or debit card accepted as a method of payment by a merchant or through which an Issuer issues a Card.

“Periodic Statements” means the periodic statements identifying Charges, Fees, Fines or other amounts charged to your Ampla Account in connection with use of Cards, as well as any refunds, payments or other amounts credited to your Ampla Account in connection with use of a Card, during each billing cycle.

“Personal Data” means personal data including the names, contact information, personal addresses, social security numbers and dates of birth of an Administrator, User, Beneficial Owner, and Control Persons.

“Platform Agreement” shall have the meaning set forth in the Preamble.

“Person(s)” means to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity.

“Product” means any product or service for sale or provided by you or for which a Third Party Servicer is used to make payment or for which Ampla Services are used to assist in a payment.

“Prohibited Activities” - means the business types and activities posted on the Prohibited and Restricted Activities page on our website as updated from time to time.

“Records” shall have the meaning set forth in E-Sign Act Agreement.

“Restrictive Activities” means the business types and activities posted on the Prohibited and Restricted Activities page on our website as updated from time to time.

“Service Partners” means a bank, financial institution, or other partner that provides services directly related to one or more Ampla Services.

“Service-Specific Terms” mean the terms and agreements applicable to particular Ampla Services offered by Ampla and any other terms and conditions that govern access to and use of any Ampla Service.

“Site” means getampla.com or such other sites as Ampla indicates are engaged in the supply of the Ampla Services.

“Third-Party Servicer” means a party to a Third-Party Servicer Agreement with you.

“Third-Party Servicer Agreement” means an agreement between you and a Third-Party Servicer concerning the supply of Third-Party Servicer Services.

“Third Party Servicer Service” means the services of Third-Party Servicers pursuant to Third Party Servicer Agreements, such as, for example, banking services.

“Third-Party Service Providers” means an affiliate, agent, representative or other third party that assists us in providing the Ampla Services to you or an Entity, that supports our internal operations, or that provides other services related or connected to, or provided through the Ampla Services or a Ampla Account.

“Third-Party Services” means services and data provided by third parties in relation to or provided through the Ampla Services. Third-Party Services include but are not limited to accounting or expense management platforms, payment processors and e-commerce platforms, and applications used to monitor Linked Accounts.

“Transactions” means (i) sending or attempted sending of Data, by way of the Ampla Services, between any of you, Ampla and a Third-Party Servicer; or (ii) a Card Transaction.

“User” means any employees, contractors, or agents authorized by Company or an Entity to use the Ampla Services on Company’s behalf or on Entity’s and issued Credentials by Ampla or Company and includes Administrators and other account roles as designated by Ampla.

“User Terms” means the terms of service presented by Ampla to each potential User, which may consist of multiple agreements.

Last updated: December 21, 2023

The examples set forth below are not exhaustive and we reserve the right to modify or update the lists below at any time by posting a revised version to our website. The revised version will be immediately effective upon posting. If we determine in our sole discretion that you engage or have engaged in activities that are illegal, may harm others or our reputation or operations, or violate our or others’ rights, including by engaging in any of the activities below or authorizing or helping others to do so, we may deny, terminate, or suspend your use of the Ampla Services.

Prohibited Activities

Regulated or Illegal Activities

1. Sale of Schedule I controlled substances with or without a pharmaceutical license, or sale of Schedules II-V controlled substances without a pharmaceutical license, where such schedules are defined by the United States Department of Justice, Drug Enforcement Agency (DEA); provided, however, that the production, sale or distribution of marijuana with a pharmaceutical license or any other authorization required by applicable law shall, not be deemed a Prohibited Activity;
   
2. Production, sale, or distribution of guns, accessories, ammunition, and other weapons;
   
3. Production, sale, or distribution of illegal material, including but not limited to child pornography;
   
4. Gambling, betting, lotteries, sweepstakes, or games of chance;
   
5. Prostitution or escort services;
   
6. Sale of counterfeit or "gray market" goods or services; and
   
7. Ponzi or pyramid schemes, or other unfair or deceptive activities.
   

Violent or Hateful Activities

1. Intentionally promoting, supporting, or perpetrating (1) violence or physical harm or (2) hate toward any group or individual based on race, religion, disability, gender, sexual orientation, gender identity, national origin, immigration status, or any other legally protected characteristic under federal or state law.
   

Restricted Activities

Companies that are engaged in the following activities or businesses may be required to provide additional information or documentation or may be ineligible for certain Services:

1. Businesses dealing in cryptocurrency or digital assets;
   
2. Financial services providers, including banks or bank affiliates, securities brokers, money transmitters, investment companies, or investment funds;
   
3. Pornography, adult chat, or other sexually explicit services; or
   
4. Sale of Schedules II-V controlled substances with a pharmaceutical license, where such schedules are defined by the DEA.
   

Please contact us if you are unsure whether your business or activities are permitted by Ampla.