BlueBean Platform agreement

This Platform Agreement (“Agreement”) is made between Company and BlueBean and governs your use of the Services. By submitting your application to open a BlueBean Account, you consent to this Platform Agreement, including the applicable Card Terms, and to receive all Notices and communications from BlueBean electronically.

Capitalized terms used in this Platform Agreement have the meaning provided in Section 4. As used in this Platform Agreement, “you” refers to Company, and “we” refers to BlueBean.

This Platform Agreement requires you to arbitrate any disputes arising out of or relating to this Platform Agreement in an individual arbitration and not a class arbitration. You acknowledge and understand that by accepting this Platform Agreement you waive any right to a trial by jury or to otherwise bring any claims in court arising out of this Platform Agreement or to participate in any type of class action or class proceeding relating to this Platform Agreement. See Section 3.8, below.

You may only apply for, open and maintain a BlueBean Account and use the Services if you accept this Platform Agreement. All references to the Platform Agreement means this document that you are reading and any terms, agreements, and policies referenced herein, including any BlueBean Terms that are addenda or supplements to this Agreement and applicable to Services you use.

1. The BlueBean Platform

1.1. Services
The Services allow you to access merchant offers, issue and manage Cards for your Users; access other Payment Services; manage and control spending; view reporting; access, use, and connect to Third-Party Services through your BlueBean Account; and, subject to the applicable BlueBean Terms and any other related supplements or addenda hereto, access other optional services through your BlueBean Account.

BlueBean may change existing Services or provide new Services at any time without Notice; provided that BlueBean shall make commercially reasonable efforts to Notify you in advance of any material reduction to the capabilities of Services on which you rely. Some Services may be delivered or supported by specific BlueBean affiliates, Third-Party Service Providers and Financial Institution Partners and may require your agreement to Supplemental Terms.

BlueBean may display to you BlueBean offers and other personalized and non- personalized pricing and product information regarding goods and services offered by third-party merchants. These offers and product information may be provided in several ways, including as links to third-party websites or as coupons or discount codes you can apply to your purchase of products offered by third-party merchants.

To improve our services, BlueBean may track how you use the services we provide, including whether you click on BlueBean links to third-party websites, your actions on those third-party merchant websites, and whether you use the discount or coupon codes displayed by BlueBean.

All products you purchase from a third-party merchant, including those linked from the Website or BlueBean emailed offer, or displayed through the BlueBean browser extension, are: (a) priced by the applicable third-party merchant (including whether such prices include applicable local, provincial, state, or federal taxes, and any additional fees, such as shipping and handling); and (b) fulfilled, shipped, and otherwise serviced (including but not limited to the processing of returns, refunds, and cancellations) by the applicable third-party merchant and not by BlueBean. BlueBean is not responsible for any third-party merchant products or any information contained on the third-party merchant’s website.

1.2. Merchant websites and purchases
The Service allows you to view information about products listed for sale by third-party merchants online and find offers on those products. BlueBean may provide product information and savings opportunities through our browser extension when you are on a third-party merchant’s website. You may also reach a third-party merchant website through a link from the Website or emailed offer. However, in all cases any merchant product will be purchased directly from the merchant and through the merchant’s website. You are not buying the product from or through BlueBean. BlueBean is not a re-seller or distributor of any products of third-party merchants.

1.3. Merchant returns
If you are unhappy with your merchant product purchase, if you wish to return your merchant product, if you ordered a merchant product and it has not arrived, or if you have another customer service inquiry regarding your purchased merchant product, you will need to contact the third-party merchant from whom you purchased the product.

BlueBean is not involved in your merchant product purchase and is not able to assist with any customer service inquiries or returns related to that purchase. To assist you with customer service concerns, BlueBean may, for some merchants, include the merchant’s contact information within the BlueBean website.

1.4. BlueBean offers and third-party links
BlueBean may display to you BlueBean offers and other personalized and non- personalized pricing and product information regarding goods and services offered by third-party merchants. These offers and product information may be provided in several ways, including as links to third-party websites or as coupons or discount codes you can apply to your purchase of products offered by third-party merchants.

To improve our services, BlueBean may track how you use the services we provide, including whether you click on BlueBean links to third-party websites, your actions on those third-party merchant websites, and whether you use the discount or coupon codes displayed by BlueBean.

1.5. BlueBean is not responsible for third parties
You agree that your purchase from a third-party merchant is subject to such merchant’s own terms and conditions applicable to such purchase. You agree that BlueBean is in no way responsible or liable to you for any products you purchase through or using the Service, including for any product liability claim, improper charges, delivery failures, pricing errors, or inaccurate product descriptions. You acknowledge and agree that BlueBean is not liable or otherwise responsible for any breaches of credit card or debit card security or privacy by any third-party merchants.

BlueBean does not endorse, warrant or guarantee the products or services that are displayed through the Service, including through BlueBean Offers and other advertised links to third-party websites. BlueBean is not an agent, distributor, re-seller, broker or otherwise responsible for third-party merchants or the activities or policies of those merchant websites, or the products or services available on them. BlueBean does not promise or guarantee that the product details, prices, coupon availability or other service terms, rates or rewards offered by any particular advertiser or other third party via our Service are the best prices, best terms or lowest rates available in the market.

When you access third-party websites through our Service, you accept that there are risks in doing so, and that BlueBean is not responsible for such risks. We encourage you to be aware when you are on a third-party merchant website and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize.

BlueBean has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices or opinions expressed in any third-party websites or by any third-party that you interact with through the Service. In addition, BlueBean will not and cannot monitor, verify, censor or edit the content of any third-party site or service.

By using the Service, you release and hold us harmless from any and all liability arising from your use of any third-party website or service. If you have a dispute with any third- party (including a merchant from whom you purchase a product in connection with the Service), you agree that BlueBean is under no obligation to become involved. To the maximum extent permitted by applicable law, you release BlueBean, our affiliates, and each of their respective officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to any dispute you have with a third-party in connection with the Service. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

1.6. Account information from third party sites
When you establish an account with BlueBean, we may allow you to register your account, log-in, or otherwise link your BlueBean account with an account you maintain with a third-party, such as Google® (“Linked Account”). You represent that any Linked Account belongs to you and you are permitted to link it to your BlueBean account.

BlueBean does not control the policies and practices of any third-party site or service, including any Linked Account you connect to the Service and BlueBean is not responsible for any actions or omissions of providers of a Linked Account, including related to accuracy, legality or non-infringement. BlueBean is not responsible for the products and services offered by or through your Linked Account. If permitted by your Linked Account, BlueBean may import information from your Linked Accounts to help better offer the Service to you.

1.7. Opening a BlueBean account
You will need to provide Company Data and Personal Data and connect at least one Linked Account when submitting an application for a BlueBean Account. Such Company Data may include business information (such as registered business name and state of incorporation for Company, the business address, ownership details, actual or anticipated revenue, the nature of the business, and details from Linked Accounts and other business information we may request from time to time), and such Personal Data may include the name, contact information, date of birth and other identifying information of Users, beneficial owners and other relevant Company personnel at the sole discretion of BlueBean and its affiliates. You may also need to provide documentary information used to verify such Company Data and Personal Data (such as corporate registration certificate, proof of address, or personal identification). Use of specific Services or features may also require that you permit BlueBean to access Company Data and Personal Data through Third-Party Services. You may change Linked Accounts through your BlueBean Account.

We provide Company Data and Personal Data to Financial Institution Partners and Third-Party Service Providers to determine your eligibility for Services and Cards. We, Financial Institution Partners and Third-Party Service Providers may approve or deny your application(s) or grant you provisional access to the Services, Third-Party Services or your BlueBean Account while your application is pending additional review.

BlueBean, Financial Institution Partners and Third-Party Service Providers rely on the accuracy of all such Company Data and Personal Data when opening, maintaining and using your BlueBean Account. We may deny applications, interrupt provision of the Services to you, or suspend or close your BlueBean Account for any reason, with or without prior Notice, including where required Company Data or Personal Data is incomplete, inaccurate or out of date. You represent and warrant that you will keep all such Company Data and Personal Data current, complete and accurate in your BlueBean Account whether we provide you with full or provisional access, by contacting BlueBean and providing any updated Company Data or Personal Data. We may request information from credit reporting agencies using the Company Data and Personal Data you have provided, and may report the performance of your account to one or more credit reporting agencies. We may also require additional information from you at any time.

1.8. Fees
Some Services may have associated transaction, finance or other Fees, which BlueBean will disclose in advance of charging. Disclosure may be provided in this Agreement (including any applicable addenda), by Notice or prior to affirmative agreement through the Services.

1.9. Managing your BlueBean account
You must specify at least one Administrator to manage your BlueBean Account when submitting your Application. Administrators can add, remove, or manage additional Administrators and Users; set or change spending limits; view transactions; run reports and download statements; provide, view or update Company Data and Personal Data; connect Linked Accounts to your BlueBean Account; consent to new or updated terms and conditions and Supplemental Terms; and perform other tasks on your behalf. You are responsible for any actions or failure to act on the part of Administrators, Users, and those using credentials issued to Administrators or Users to access Company’s BlueBean Account.

All potential Users will be required to accept User Terms posted at https://www.bluebean.ai/legal in order to become Users, and all Users that are authorized to use Cards or other payment tools may also be required to accept terms presented or required by Financial Institution Partners or BlueBean affiliates. You represent and warrant that each User enters into and complies in all respects with the User Terms.

1.10. Security and monitoring your BlueBean account
You will keep your BlueBean Account secure and only provide access to individuals that you have authorized. You will immediately disable User access to the Services if you know or believe your BlueBean Account has or may have been compromised or has been or may be misused; and you will promptly notify us by contacting our support team of any known or reasonably suspected unauthorized access or use.

1.11. Authorized users
You will authorize Users, which will allow them to use the Services and access certain functionality of your BlueBean Account. You are responsible for ensuring that Users are aware of and comply with your obligations under this Agreement, including but not limited to Section 1.12 (Requirements and Prohibited Activity). You are responsible for obtaining consent from your Users to enable BlueBean and Financial Institution Partners to collect, use, retain, and disclose Personal Data, and for ensuring that Users have read and agreed to the Privacy Policy and all applicable terms.

You are responsible for notifying Users of and administering your corporate expense and spend management policies and resolving any disputes relating to your maintenance or administration of such policies, including when you elect to use the Services to request or receive reimbursements from User accounts. You must ensure that your Users are aware of and abide by all applicable BlueBean Terms.

1.12. Requirements and prohibited activities
Only United States Entities may apply for a BlueBean Account. Companies registered outside the United States, as well as consumers, sole proprietors and unincorporated partnerships, are not permitted to use, or attempt to open or use, a BlueBean Account. Foreign offices or affiliates of United States Entities, and Users based at such foreign offices, may use the Services and be issued Cards subject to any requirements imposed by BlueBean and the applicable Financial Institution Partner, and you remain fully responsible for all use of the Services and compliance with this Agreement.

BlueBean may in its sole discretion decline to provide cashback reward credits based on any foreign transactions. Your BlueBean Account, Services, and Cards may only be used for the Company’s bona fide business expenses. Your BlueBean Account, Services, and Cards may not be (a)used for any purpose that is unlawful or prohibited by this Platform Agreement or theCard Terms; (b) used for any personal, family, or household use; (c) provided to or usedfor the benefit of an individual, organization, or country that is blocked or sanctioned bythe United States, including those identified by the United States Office of Foreign AssetControl (OFAC); (d) used by unaffiliated third parties; or (e) used for any other activitiesnot for the benefit of the Company.

We will not approve and may close BlueBean Accounts that we know or believe are engaged in any of the prohibited activities identified in the Prohibited Activities List, or any other restricted category as determined by BlueBean or any Financial Institution Partner in their sole discretion. Where Company is engaged in certain restricted activities, BlueBean may require that you provide additional information to open or maintain your BlueBean Account. We may update the list of prohibited or restricted activities at any time and from time to time. You agree to review this regularly and contact us with any questions you have about how this list may apply to Company’s business.

We may suspend or terminate access to your BlueBean Account, Services or Cards if we believe in our sole discretion that this section was violated, if required by a Financial Institution Partner, if we believe you are engaged in fraudulent activities or creating an undue risk to us or others, or to comply with applicable laws or regulations. Without limiting any of your indemnification or other obligations to us, you agree to pay all Fines imposed on BlueBean or any affiliate, officer, employee, agent or representative thereof by Financial Institution Partners, regulators, or government agencies for your violation of this section.

1.13. Identification as customer
We may publicly reference you as a BlueBean customer on our website or in communications during the term of this Platform Agreement. We will not express any false endorsement or partnerships. You grant BlueBean a limited license to use Company trademarks or service marks for this purpose. Please notify us if you prefer that we not identify you as a BlueBean customer and we will use best efforts to remove references to you on our website or in communications.

1.14. Ownership and license
As between you and BlueBean, BlueBean and licensors own all BlueBean Property, including all modifications, improvements, enhancements, derivative works, models or features. You, Administrators and Users may use BlueBean Property only as and for the purposes provided in this Platform Agreement and the Card Terms. You may not modify, reverse engineer, create derivative works from, or disassemble BlueBean Property; or register, attempt to register, or claim ownership in BlueBean Property or portions of BlueBean Property.

BlueBean grants you a nonexclusive and nontransferable license to use BlueBean Property as permitted by this Platform Agreement to the extent that BlueBean provides it to you via the Services. This license terminates upon termination of this Platform Agreement unless terminated earlier by us.

1.15. Data and privacy
You acknowledge, understand and agree that the Card Networks, BlueBean, and Financial Institution Partners collect, process and share Company Data and Personal Data through your use of the Cards, the Services (including received through Linked Accounts), and Third-Party Services. We may use and disclose Company Data and Personal Data (a) to provide and improve Services; (b) as required by law, Financial Institution Partners or Card Network rules; (c) for underwriting, identity verification, and fraud or loss prevention; (d) to verify account balances and account information, establish and adjust spending limits, and identify spending patterns; (e) to analyze and report transactions; (f) to report Company performance to credit reporting agencies and credit rating agencies, where appropriate (g) for internal analytics and reporting; and (h) as needed in dispute resolution.

BlueBean may also process Personal Data in accordance with the Privacy Policy. We will not share any Company Data or Personal Data with third parties for marketing their unaffiliated products without your consent but may identify Services, Third-Party Services, and programs that we believe may be of interest to you for the purpose of promoting them to you, including as part of a rewards, benefits or joint marketing program. Where Company Data or Personal Data is shared by us with our subcontractors, BlueBean will implement controls to reduce the risk of loss or accidental disclosure.

Except as prohibited by law, BlueBean may generate, use and disclose De-Identified Data for BlueBean’s own purposes, including to improve and develop BlueBean products, services, and marketing efforts (such as developing data products and providing aggregate insights to other customers). BlueBean may also include De- Identified Data in both public and private reports.

1.16. Beta services
BlueBean may make Beta Services available to you, which may be subject to additional terms and conditions. You acknowledge that Beta Services may be unstable and subject to frequent, substantial interruptions and to erroneous output and operation. You agree not to use any Beta Services for any mission critical or other important functions without taking appropriate precautions to prevent loss or damage resulting from such use.

1.17. Feedback
Company hereby grants BlueBean a royalty-free, fully-paid, irrevocable, perpetual, nonexclusive, worldwide, assignable and otherwise transferrable license, with the unrestricted and unlimited right to grant sublicenses, (1) to create derivative works based upon any Feedback and (2) to use, copy, display, publish, distribute or otherwise commercialize or exploit in any manner any Feedback or derivative works based thereon. You acknowledge and agree that any Feedback you submit is not confidential. BlueBean has no obligation to compensate or credit you for Feedback you provide, regardless of whether or how we may use or otherwise commercialize or exploit it.

2. Payments to BlueBean

2.1. Periodic card statements and payments to BlueBean
You are responsible for payment in full of all Charges, and other amounts owed by you to BlueBean. You must maintain at least one Linked Account at all times. You represent and warrant that all Linked Accounts belong to you and authorize us to verify that the account details you provide for your Linked Accounts are correct.

We will provide you Periodic Statements identifying Charges, or other amounts charged to your BlueBean Account in connection with Card use, as well as any payments, refunds, Chargebacks granted or other credits to that account. Your Linked Account will be automatically debited for the full amount owed as identified in the Periodic Statement at the end of each billing cycle. Unless otherwise specified in any Notice provided by BlueBean, Periodic Statements will be issued monthly on the day specified in the Services. Your BlueBean Account will show the credit the next day that is not a weekend or bank holiday (“Business Day”) after payment is received. BlueBean may also debit Linked Accounts for all payments and other amounts owed in connection with the Services or under this Agreement when due.

All monetary amounts owed under this Agreement will be made in US Dollars (USD), unless otherwise specified by BlueBean through the Services.

2.2. Set off and collections
Charges that are or will be listed on Periodic Statements and any other payments or amounts owed under this Platform Agreement that are not paid on time may be collected from any Linked Account that is currently linked; or set off, debited, or collected from amounts in a BlueBean Account that you hold jointly with a third party or open in the future even if your original BlueBean Account has been closed. This right may be exercised against Company, its affiliates, and any assignees for the benefit of your creditors or receivers. This right will exist even if we do not exercise it prior to the making, filing, or issuance of an arbitration demand, court order, or other action.

Any failure to pay the full amount owed to BlueBean when required is a breach of this Agreement. You are responsible for all costs or expenses that we or Issuers incur collecting amounts owed but not timely paid, including legal or collections fees and any interest at the maximum rate permitted under law.

2.3. ACH authorization
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 BlueBean, Financial Institution Partners, and their assigns to collect amounts owed under this Platform Agreement by debiting funds from the Linked Accounts 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. You also authorize us to debit your Linked Accounts for verification purposes (through microdeposits or similar means).

BlueBean, Financial Institution Partners and their assigns may debit Linked Accounts for all amounts owed to us or such Financial Institution Partner under this Agreement. If we, the applicable Financial Institution Partner 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 BlueBean, Financial Institution Partners, 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 minimumsthat we have communicated to you via the Services or (b) we determine in our solediscretion that the Company poses or may pose an unacceptable risk to BlueBean,Financial Institution Partners, or third parties or no longer satisfies the underwritingcriteria used to establish the spending limit for Company.

To cancel the debit authorization from a Linked Account, you must provide us 30-day advanced notice and pay all amounts owed under your BlueBean 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 or the Card Terms. 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 BlueBean Account may be terminated or otherwise limited, if you withdraw debit authorization.

3. Additional terms

3.1. Term and termination
This Platform Agreement is effective when you submit an application for a BlueBean Account and continues until terminated by either you or us, or in accordance with the Card Terms or as otherwise set forth in this Platform Agreement.

You may terminate this Platform Agreement by paying all amounts owed and providing notice to us but are still responsible for Charges, Fees, Fines, and other amounts owed. Your payment and BlueBean’s acceptance of any amounts does not extinguish or waive any of BlueBean’s rights hereunder. If you reapply or reopen your BlueBean Account or use or attempt to use the Services or Cards you are consenting to the Platform Agreement in effect at that time. BlueBean may terminate this Platform Agreement, or suspend your BlueBean Account or Cards, by providing you Notice. Upon termination of the Company’s BlueBean Account, any related Cards will immediately expire. Sections 1.10 (Security and Monitoring your BlueBean Account), 1.15 (Data and Privacy), 1.16 (Beta Services), 1.17 (Feedback), 2.2 (Set Off and Collections), 2.3 (ACH Authorization), 3.1 (Term and Termination), 3.2 (Notice and User Notifications), 3.3 (Limitation of Liability), 3.5 (Disclaimer of Warranties by BlueBean), 3.6 (Indemnification), 3.7 (Governing Law), 3.8 (Binding Arbitration), 3.9 (Legal Process), and 3.10 (Assignment); the provisions of the Card Terms that identify continuing obligations; and any other provisions of this Agreement giving rise to continued obligations of the parties will survive termination of this Platform Agreement.

3.2. Notice and user notifications
By submitting your application for a BlueBean Account, you agree that such submission constitutes your electronic signature, and you consent to us providing Notices to you and User Notifications to Users, including in each case those required by law, and you shall ensure that all Users consent to receiving User Notifications, electronically. You understand that this consent has the same legal effect as a physical signature.

Our Notices to you will be effective if provided to an Administrator, and User Notifications will be effective if provided to the applicable User, in each case electronically through the Services, via email, or (except as provided below) via SMS to the contact information provided to us by the Administrators or the User, as applicable; provided that any required Notice of any material change to or amendment of this Agreement under Section 3.12 will be provided to an Administrator.

Notices and User Notifications will be deemed to be received 24 hours after they are sent, provided that Notices or User Notifications captioned or otherwise designated as “URGENT” or “READ IMMEDIATELY” will be deemed to be received when sent. You understand that you may not use the Services or Cards unless you consent to receive Notices and all Users consent to receive User Notifications electronically as provided herein. Consent to receive Notices or User Notifications electronically may be withdrawn only by closing your BlueBean Account.

Notices and User Notifications may include alerts about Services, Cards or Charges and may provide Administrators and Users the ability to respond with information about Charges on Cards or your BlueBean Account. Administrators and Users may elect to not receive certain Notices or User Notifications through the BlueBean Account, but this will limit the use of certain Services and may increase the financial risks to the Company. The Company warrants that it will secure appropriate authorization from Users to send SMS messages to Users on the Company’s behalf.

We will request additional consent to send Administrators and Users SMS messages where required. SMS message frequency varies. Administrators or Users may cancel SMS messaging at any time by texting “STOP” to the short code. After an Administrator, Approver or User sends the SMS message “STOP” to us, we will send such Administrator, Approver or User an SMS message to confirm that such Administrator, Approver or User has been unsubscribed from receiving SMS messages. After this, such Administrator, Approver or User will no longer receive SMS messages from us. Such Administrator, Approver or User may resume receiving text messages by providing authorization via the Services and we will start sending SMS messages to you or the User again. If you are experiencing issues with the messaging program you can get help directly at support@bluebean.ai. Carriers are not liable for delayed or undelivered messages. As always, message and data rates may apply for any messages sent to you from us and to us from you. If you have any questions about your text plan or data plan, it is best to contact your wireless provider. If you have any questions regarding privacy, please read our Privacy Policy.

Administrators and Users are responsible for all costs imposed by Internet or mobile service providers for sending or receiving Notices electronically. You acknowledge that you are solely responsible for ensuring that no Notices are blocked or delayed by any spam filter or otherwise.

It is your responsibility to ensure that the contact information, including any email addresses, associated with your BlueBean Account remain current. Notify us immediately if you are or believe you are having problems receiving Notices.

3.3. Limitation of liability
BLUEBEAN IS NOT LIABLE TO YOU FOR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, DAMAGE ATTRIBUTABLE TO REPUTATIONAL HARM, PHYSICAL INJURY OR PROPERTY DAMAGE, OR LOST REVENUE ARISING FROM OR RELATED TO THIS AGREEMENT OR TO THE SERVICES OR CARDS, INCLUDING YOUR USE OF OR INABILITY TO USE SERVICES OR CARDS, WHETHER OR NOT WE WERE ADVISED OF THEIR POSSIBILITY BY YOU OR THIRD PARTIES. OUR AGGREGATE LIABILITY TO YOU UNDER THIS PLATFORM AGREEMENT FOR ALL CLAIMS IS LIMITED TO THE GREATER OF THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO BLUEBEAN IN THE THREE MONTHS PRECEDING THE EVENT THAT IS THE BASIS OF YOUR CLAIM OR $10,000. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH YOUR CLAIM IS BASED.

3.4. Representation and warranties
In addition to other representations and warranties provided by You in this Agreement, You represent and warrant that (a) Company is and will continuously throughout the term of this Platform Agreement be duly organized and in good standing under the laws of its jurisdiction of incorporation, (b) Administrators have requisite organizational power and authority to conduct business on and manage Company’s BlueBean Account in all respects, including delegating access or authority to other Users and connecting and authorizing debits from Linked Accounts, and Company has irrevocably authorized each and every action taken by any Administrator that relates to this Agreement, Supplemental Terms, the Services, any Card or any Third Party Services, (c) you are opening an account on behalf of a Company organized and registered in the United States and that you are not opening an account as a consumer, sole proprietor, or unincorporated partnership, (d) you and Users will not engage in activities prohibited by this Platform Agreement, and (e) all Company Data and Personal Data provided to BlueBean is and shall be complete, accurate, and current, and you have all necessary rights, consents and authorizations to make Company Data and Personal Data available to us for the purposes contemplated hereunder.

3.5. Disclaimer of warranties by BlueBean
THE SERVICES, BLUEBEAN PROPERTY, AND BETA SERVICES ARE PROVIDED TO YOU AS IS AND AS AVAILABLE. BLUEBEAN DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, AND YOU ACKNOWLEDGE THAT NO BLUEBEAN PERSONNEL ARE AUTHORIZED TO PROVIDE ANY SUCH WARRANTY (EXCEPT IN A WRITTEN DOCUMENT IDENTIFIED AS AN AMENDMENT TO THIS AGREEMENT AND EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF BLUEBEAN AND AN AUTHORIZED REPRESENTATIVE OF CUSTOMER).

THIRD-PARTY SERVICES ARE NOT PROVIDED, CONTROLLED, RECOMMENDED OR ENDORSED BY BLUEBEAN. BLUEBEAN DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY OR RELATING TO THIRD-PARTY SERVICES. IF A THIRD-PARTY SERVICE IS CONNECTED TO OR USED WITH YOUR BLUEBEAN ACCOUNT, COMPANY DATA AND PERSONAL DATA MAY BE ACCESSED AND RECEIVED BY BLUEBEAN AND SHARED WITH THE THIRD-PARTY SERVICE PROVIDER. WE ARE NOT RESPONSIBLE FOR THE THIRD-PARTY SERVICE PROVIDER’S USE, DISCLOSURE, MODIFICATION OR DELETION OF COMPANY DATA OR PERSONAL DATA.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ASSUME ALL RISKS ASSOCIATED WITH ANY FAILURE OF ANY: (A) SERVICES OR DATA PROVIDED UNDER THIS PLATFORM AGREEMENT TO BE ACCURATE AND ERROR-FREE; (B) SERVICES TO MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (C) SERVICES TO BE USABLE BY COMPANY, ADMINISTRATORS, OR USERS AT ANY PARTICULAR TIME OR LOCATION; (D) SPECIFIC MERCHANTS TO PERMIT PURCHASES USING CARDS ISSUED BY A FINANCIAL INSTITUTION PARTNER; (E) SERVICES TO BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (F) ANY DEFECTS IN THE SERVICES TO BE CORRECTED, EVEN WHEN WE ARE ADVISED OF SUCH DEFECTS.

3.6. Indemnification
You agree to indemnify BlueBean, our affiliates, our and each such affiliate’s employees and contractors, and any other Third-Party Service Providers (each an “Indemnitee”) and hold them harmless from and against any losses, liabilities, damages, claims, costs or expenses (including reasonable attorneys’ fees) arising out of or relating to claims, proceedings, suits, or actions brought by or initiated against BlueBean or any of the other Indemnitees specified above by any third party (i) due to the breach by you or by any Administrator, Approver, or User of this Platform Agreement, the User Terms, the Card Terms, any terms applicable to any Third-Party Services or any other agreements with BlueBean or any Financial Institution Partner or that otherwise relate to the Services, Cards or Third Party Services; (ii) for amounts owed by Company to third parties; (iii) for acts or omissions of Administrators, Users, or other Company employees or agents; (iv) for Company’s use of any Beta Services or Third-Party Services; or (v) for disputes over Charges or other payments between Company and merchants. BlueBean may defend any claim subject to indemnification hereunder, using counsel of its choice, and you will pay or promptly reimburse BlueBean for the reasonable fees of such counsel and all related costs and reasonable expenses.

3.7. Governing law
This Platform Agreement will be construed and enforced in accordance with the laws of the State of Massachusetts applicable to contracts entered into and performed in Massachusetts by residents thereof, except as otherwise provided in Section 3.8 with respect to the Federal Arbitration Act.

3.8. Binding arbitration
PLEASE READ THIS “BINDING ARBITRATION” PROVISION VERY CAREFULLY. IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND BLUEBEAN.

You and BlueBean agree that any and all past, present and future Disputes shall be determined by arbitration, unless your Dispute is subject to an exception to this agreement to arbitrate set forth below. You and BlueBean further agree that any arbitration pursuant to this Section shall not proceed as a class, group or representative action. The award of the arbitrator may be entered in any court having jurisdiction.

BlueBean wants to address your concerns without the need for a formal legal dispute. Before filing a claim against BlueBean, you agree to try to resolve the Dispute informally by notice to BlueBean of the actual or potential Dispute. Similarly, BlueBean will provide Notice to you of any actual or potential Dispute to endeavor to resolve any claim we may possess informally before taking any formal action. The party that provides the notice of the actual or potential Dispute (the “Notifying Party”) will include in that notice (a “Notice of Dispute”) the name of Company, the Notifying Party’s contact information for any communications relating to such Dispute, and sufficient details regarding such Dispute to enable the other party (the “Notified Party”) to understand the basis of and evaluate the concerns raised. If the Notified Party responds within ten (10) Business Days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Dispute informally, then each party shall promptly participate in such discussions in good faith.

If, notwithstanding the Notifying Party’s compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within 30 days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within ten (10) Business Days), the Notifying Party may initiate an arbitration proceeding as described below. If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of its obligations under the preceding paragraph, then, notwithstanding any other provision of this Agreement, the arbitrator(s) will promptly dismiss the claim with prejudice and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred in connection with such Dispute.

You and BlueBean both agree to arbitrate. You and BlueBean each agree to resolve any Disputes that are not resolved informally as described above through final and binding arbitration as discussed herein, except as set forth in this Section 3.8.

You and BlueBean agree that the American Arbitration Association (“AAA”) will administer the arbitration under its Commercial Arbitration Rules (the “Rules”). The Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration.) Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit, subject to any effective and enforceable limitations of liability or exclusions of remedies set forth herein. Notwithstanding any language to the contrary in this paragraph, if a party seeks injunctive relief that would significantly impact other BlueBean users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may — if selected by either party or as the chair by the two party-selected arbitrators — participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential.

You and BlueBean further agree that the arbitration will be held in the English language in Boston, Massachusetts, or, if you so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means. Filing costs and administrative fees shall be paid in accordance with the AAA Rules; provided that the prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees, and out-of-pocket costs incurred in connection with the arbitration proceeding, in addition to any other relief it may be awarded. This agreement to arbitrate shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in this Agreement.

You and BlueBean agree that, notwithstanding anything to the contrary in the Rules, the arbitration of any Dispute shall proceed on an individual basis, and neither you nor BlueBean may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a “Collective Arbitration”). Without limiting the generality of the foregoing, a claim to resolve any Dispute against BlueBean will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. “Concurrently” for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR BLUEBEAN SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. Without limiting the foregoing, any challenge to the validity of this paragraph shall be determined exclusively by the arbitrator.

Notwithstanding your and BlueBean’s agreement to arbitrate Disputes, You and BlueBean retain the right to bring an individual action in small claims court. Except as otherwise required by applicable law or provided in this Agreement, in the event that the agreement to arbitrate is found not to apply to you or your Dispute, you and BlueBean agree that any judicial proceeding may only be brought in a court of competent jurisdiction in Boston, Massachusetts. Both you and BlueBean irrevocably consent to venue and personal jurisdiction there; provided that either party may bring any action to confirm an arbitral award in any court having jurisdiction.

This agreement to arbitrate shall survive the termination or expiration of this Agreement. With the exception of the provisions of this agreement to arbitrate that prohibit Collective Arbitration, if a court decides that any part of this agreement to arbitrate is invalid or unenforceable, then the remaining portions of this agreement to arbitrate shall nevertheless remain valid and in force. In the event that a court finds the prohibition of Collective Arbitration to be invalid or unenforceable, then the entirety of this agreement to arbitrate shall be deemed void (but no provisions of this Agreement unrelated to arbitration shall be void), and any remaining Dispute must be litigated in court pursuant to the preceding paragraph.

The existence of and all information regarding any Dispute will be held in strict confidence by the parties and will not be disclosed by either party except as reasonably necessary in connection with the conduct of the arbitration or the confirmation or enforcement of any arbitral award. Any such permitted disclosure will, to the maximum extent reasonably practicable, be made subject to obligations of confidentiality at least as stringent as the provisions of this paragraph. If any disclosure of information regarding any Dispute is required under applicable law, the parties shall reasonably cooperate with one another to obtain protective orders or otherwise to preserve the confidentiality of such information.

3.9. Legal process
We may respond to and comply with any legal order we receive related to your use of the Services, including subpoenas, warrants, or liens. We are not responsible to you for any losses you incur due to our response to such legal order. We may take any actions we believe are required of us under legal orders including holding funds or providing information as required by the issuer of the legal order. Where permitted, we will provide you reasonable Notice that we have received such an order.

3.10. Assignment
BlueBean may assign, pledge, delegate or otherwise transfer this Platform Agreement or its rights, powers, remedies, obligations, and duties of performance under this Platform Agreement at any time. Any such assignee will have all rights as if originally named in this Platform Agreement instead of BlueBean. You may not assign this Platform Agreement or any rights hereunder, or delegate any of your obligations or duties of performance, without BlueBean’s express written consent.

3.11. Headings and interpretation
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; and provisions listing items and using and require all listed items.

3.12. Changes to this platform agreement
We may modify this Platform Agreement, including any supplements or addenda, by posting an amended version. The amended version will be effective at the time we post it, unless otherwise noted. If such modifications constitute a material change to the Platform Agreement, we will provide you with reasonable prior Notice before the modifications become effective as to you; provided, however, the modified Platform Agreement may take effect immediately in exigent circumstances, including where required to comply with applicable law, regulation or Payment Network rules or to avoid or mitigate any material risk, loss or damage. If you do not accept any such modification, you must cancel your BlueBean Account. If you provide electronic acceptance of the modifications or continue to use the Services or Cards after any modification takes effect, you will be deemed to have consented to the revised Platform Agreement.

Alternatively, and notwithstanding the foregoing, BlueBean may (but has no obligation to) provide in any such Notice of any modification to this Platform Agreement that such modification will take effect only upon affirmative acceptance thereof by Company via email or another means of communicating such consent as described in such Notice. In that event, BlueBean may terminate your BlueBean Account and any further right to use any Services or Card upon Notice if you do not timely accept the proposed modification in accordance with the method described in the Notice.

Any waiver, modification, or indulgence that we provide to Company, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under this Platform Agreement for any other or future acts, events, or conditions. Further, any delay by BlueBean in enforcing our rights under this Platform Agreement does not constitute forfeiture of such rights.

3.13. Entire agreement
This Platform Agreement (including any terms or policies incorporated herein) constitutes the entire understanding between Company and BlueBean regarding the subject matter of this Platform Agreement and supersedes all prior or contemporaneous proposals, agreements or understandings, written or oral, and including any non- disclosure or confidentiality agreements, regarding that subject. No other agreements, representations, or warranties other than those provided in this Platform Agreement will be binding unless in writing and signed by Company and BlueBean.

3.14. Notices
Except as may be otherwise specified in this Platform Agreement, notices from you to BlueBean by contacting BlueBean by email to support@bluebean.ai. Each notice will be deemed to be effective on the first Business Day following the day that you email such notice as provided in this section.

4. Defined terms

Capitalized terms in this Platform Agreement are defined as follows:

• Administrator means any Company employee designated as an administrator of Company’s BlueBean Account.
• Beta Services means any products or services identified as beta, pre-release or similar, which may contain features and functionality that are incomplete or subject to substantial change or discontinuation.
• Cards means physical or virtual payment cards issued by a Financial Institution Partner and managed through your BlueBean Account.
• Card Networks means the payment card networks, including Visa.
• Card Terms means the agreement between Company and the applicable Financial Institution Partner for use of Cards.
• Charge means a payment for goods or services made using a Card to a merchant that accepts payments on the applicable Card Network.
• Chargeback means a dispute that you initiate (i) against a merchant for an unresolved dispute with the merchant or (ii) because a Charge is unauthorized.
• Company or you means the company that is applying for or has opened a BlueBean Account.
• Company Data means information or documentation provided by or on behalf of the Company to BlueBean under this Agreement, including Financial Data.
• De-Identified Data means data derived from Company Data or Personal Data or otherwise relating to Company and User use of the Services that has been anonymized, de-identified, or aggregated.
• Dispute means any dispute, claim, or controversy between you and BlueBean that arises out of or relates to (i) this Platform Agreement (including any addenda hereto or other terms incorporated herein by reference), (ii) the breach, termination, enforcement, interpretation or validity hereof, including the determination of the scope or applicability of the agreement to arbitrate here under, or (iii) any Services (including, without limitation, Beta Services and any Card).
• Feedback means all feedback, suggestions, ideas, or requests you submit or otherwise communicate to us by any means.
• Fees means charges we impose on you for use of Services or your BlueBean Account.
• Financial Data means Company’s bank balance, transaction, and account information accessible to BlueBean through Linked Accounts or Third-Party Services.
• Financial Institution Partner means each of our financial institution partners, such as the issuing bank that is a member of the Card Network indicated on Cards and is responsible for issuing the Cards to you. References to Financial Institution Partner shall be deemed to also include any service providers, such as card processers, in their capacity as a program manager for the Card program and the International Payments Partner.
• Fines means all fines, fees, penalties, or other charges imposed by a Financial Institution Partner or regulatory authority arising from your breach or violation of this Platform Agreement, any Card Terms, any other agreements you have with BlueBean or a Financial Institution Partner, any law, any regulation or any Payment Network rules.
• Including means including, but not limited to.
• Linked Account means any eligible deposit or other similar type of bank account that is held with a financial institution or other account type that provides financial data and is linked to or otherwise authorized for use through your BlueBean Account.
• Notice and Notify means any communication related to this Platform Agreement that is provided to you in accordance with Section 3.2. For the avoidance of doubt, a User Notification shall constitute Notice to Company if a copy thereof is sent by us to an Administrator in accordance with Section 3.2.
• Payment Network means each applicable Card Network and NACHA.
• Payment Services means Services that enable you to use bill pay, reimbursements and other payment tools.
• Periodic Statement means the periodic statements identifying Charges, Fees, Fines, Reimbursements or other amounts charged to your BlueBean Account in connection with use of Cards, as well as any refunds, Chargebacks, payments or other amounts credited to your BlueBean Account in connection with use of Cards, during each billing cycle.
• Personal Data means data that identifies or could reasonably be used to identify a natural person.
• Platform Agreement or Agreement means this BlueBean Platform Agreement, as amended, and any terms, agreements and policies referenced herein, including any BlueBean Terms that are supplements or addenda to this Agreement and applicable to Services you use.
• Prohibited Activities List means the list of prohibited business types and activities posted as BlueBean Terms as updated from time to time that may render Company ineligible for a BlueBean Account.
• BlueBean or we means BlueBean Business Corporation and its affiliates, unless otherwise stated.
• BlueBean Account means your corporate account with BlueBean that is used to access Services including reviewing expenses and managing Cards.
• BlueBean Data means all data developed or collected by BlueBean through the development or provision of Services, Cards, or Third-Party Services, or generated or recorded by the Services.
• BlueBean Terms means the agreements posted at http://bluebean.ai/legal (or a successor URL).
• BlueBean Property means the Services and related technology, including applications providing Users with access to the Services; BlueBean Data; and
  copyrights, patents, trade secrets, trade or service marks, brands, logos, and other intellectual property rights in or to any of the foregoing.
• Services means the expense and corporate Card management services and all other services provided by BlueBean through your BlueBean Account, including Payment Services and all other optional services that you opt to obtain (but, for the avoidance of doubt, excluding Third-Party Services), as well as any support services we provide.
• Supplemental Terms means additional terms or policies to which we, a Third-Party Service Provider or a Financial Institution Partner may require you to agree for access or use of certain Services.
• Third-Party Services means services and data provided by third parties related or connected to or provided through Services or your BlueBean Account. Third-Party Services may (but will not necessarily) include accounting or expense management platforms (such as QuickBooks, Expensify, Xero, and NetSuite),payment processors and e-commerce platforms (such as Stripe), and applications used to monitor Linked Accounts (such as Finicity). Each example is noted without limitation.
• Third-Party Service Provider means any provider of any Third-Party Service and any affiliate or other third party that assists us in providing the Services to you, or that supports our internal operations.
• United States Entities means companies organized and registered in the United States (such as C-corps, S-corps, LLCs, or LLPs).
• Users means any employees, contractors, agents, or other individuals who (i) are designated as users of the BlueBean Service by an Administrator via the Service and (ii) have accepted and agreed to be bound by the User Terms.
• User Notifications means communications from us to Users, as described in Section 3.2.
• User Terms means the terms of service presented by or through BlueBean to each potential User, which may consist of multiple agreements.