Payments Terms

Last updated: June 20, 2023

This Payments Agreement (“Agreement”) is a legal agreement between Pilot Platform Inc. doing business as Plane, and its related affiliates and subsidiaries (“Plane”, “us”, or “we”) and the entity (“Company”, “you”, “your”, or “user”) who uses Plane’s Services (hereinafter defined). For purposes of this Agreement, Plane and the Company are each a “Party”, and are collectively the “Parties”. This Agreement describes the terms and conditions that apply to your use of the Services.If you do not understand any of the terms of this Agreement, please contact Plane before using the Services.Before using the Services, you must register with Plane and create an account (a “Plane Account”).You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

Relationship to Other Agreements.

Use of the Service binds you to this Agreement, and to any updates or modifications we may make from time to time. This Agreement governs your use of the Service. The Services Agreement and this Agreement are separate agreements. However, certain provisions of the Services Agreement are incorporated into this Agreement by reference. To the extent that there is a conflict between the incorporated provisions of the Services Agreement and the provisions of this Agreement, this Agreement will prevail. Any capitalized terms that are used but not defined in this Agreement have the meanings given in the Services Agreement.

1. Payments Services.

As part of the Plane Platform, we offer payment functionality (“Payments Services”), in which you authorize us to create debit or credit entries (each, a “Transfer”) on your behalf. To offer this payment functionality, we either partner with a bank or we use a third-party service provider authorized to execute Transfers and custody your funds. We do not take custody of or maintain control over your funds at any time, and you expressly authorize our bank partners or third-party service providers to act as the custodian of the funds that you Transfer using the Payment Services. The accounts used by our bank partners or third-party service providers to custody your funds are not “deposit” accounts, and neither our bank partners nor our third-party service providers are liable to you for our provision of the Payment Services.

2. ACH Origination.

To use the payment functionality, you must comply with the applicable laws and rules. These include the NACHA Rules for automated clearing house (“ACH") transactions, which may be amended from time to time, and Article 4A of the Uniform Commercial Code as adopted in California, which may be amended from time to time (“UCC”)You acknowledge that you are the Originator, as defined in the NACHA Rules, for each Transfer we originate on your behalf. As the Originator, you assume the responsibilities of an Originator under the NACHA Operating Rules.

3. Use Restrictions.

You may only use Company’s Plane Account and the Services for valid, lawful bona fide business purposes. You are prohibited from using Company’s Plane Account or the Services for:(i) Any purpose that is unlawful or prohibited by the Services Agreement or any Product Specific Terms(ii) Personal, family, or household use(iii) Any transaction involving any Prohibited Activities(iv) Any transaction involving an individual, organization, country, or jurisdiction that is blocked or sanctioned by the United States, including those identified on any lists maintained by OFAC or the U.S. Department of State(v) Any transactions on behalf of, or for the benefit of, any entity other than yourself(vi) Any other purpose unrelated to the business of Company or its EntitiesWe may terminate your access to Company’s Plane Account and Services if we know or believe that you are engaged in any Prohibited Activities or otherwise do not comply with these restrictions.If you breach applicable law, the Services Agreement, this Agreement, or any other Product Specific Terms and doing so causes or may cause us or our bank partner to violate applicable law, we may terminate or suspend your Plane Account in order for us, our bank partner, or both to comply with applicable law.

4. Transfer Origination and Rejections.

The payment functionality enables you to provide us with the required payment information for creating, formatting, and transmitting Transfers per applicable law. We or our bank partner may reject any Transfer that does not comply with the requirements in any Product Specific Terms, with any applicable law, a banking requirement, or if you do not have sufficient available funds for the Transfer. If a Transfer is rejected, we will make a reasonable effort to notify you to allow you either to correct the Transfer or ask that we correct the Transfer and resubmit it. A Transfer rejection notice (“Rejection Notice”) will be effective when given to you. The Rejection Notice can be delivered through any means, including to your Plane Account. We will have no liability to you for (i) rejecting a Transfer or any claims that directly or indirectly arise from rejecting a Transfer; or (ii) a delay in providing, or failing to provide, you with a Rejection Notice or any claims that directly or indirectly arise from such actions. If you ask that we correct a Transfer, we may, but are not obligated, to do so. We will not be liable to you for any claims that may result directly or indirectly from our attempt to correct, or failure to correct, a Transfer.

5. Credit Authorizations.

You authorize us to (a) originate, on your behalf as the originator of the Transfer, credit Transfers to receivers’ accounts and (b) instruct our banking partner who holds the funds necessary for the credit Transfer to debit the relevant account for the same amount. You will obtain and maintain the necessary authorization from the receiver for each credit Entry transmitted on your behalf.

6. Credits, Provisional Credits, and Refunds.

Any credit given to you by any bank partner regarding any credit Transfer is provisional until the bank receives final settlement for such Transfer. If the bank partner does not receive the final settlement, you agree that the bank partner is entitled to a refund from you for the amount the bank partner credited you in connection with the credit Transfer. The party who was making payment to you via the Transfer will not be deemed to have paid you the amount of the credit Transfer.

7. Reversals.

Upon your request, we may make a reasonable effort to reverse a Transfer, but you acknowledge that the receiver’s financial institution to which the funds were sent is under no obligation to comply with this request and we cannot guarantee that the Transfer will be successfully reversed. You agree to reimburse us for any costs or expenses that we incur if we attempt to honor your reversal request.

8. Notifications.

Neither we nor any bank partner is required to give you notice of receipt of any Transfer.

9. Safeguarding Transfer and Related Information.

You must safeguard records of Transfers, source documents, authorizations, and any other non-public personal information used to create, or contained within, a Transfer, that aren’t already safeguarded by Plane. Such safeguards must be written and appropriate to the size and complexity of your business.

10. Audit Rights.

We, any bank partner through which Transfers you originate are processed, or both may audit your compliance with the applicable laws and rules or terms of this Agreement.

11. Currency Transfers and Exchange Rates.

For currency transfers, we or our bank partner have the right to (a) determine the exchange rate applicable to any transaction, which may not be based on prevailing market rates; and (b) to cancel a foreign exchange rate quote provided to and accepted by you in anticipation of a payment.

12. Bank Account Debiting and Crediting

You authorize Plane to debit the Bank Account at the depository financial institution indicated by the routing number associated with the Bank Account that User provides to Plane (the “Bank”), and to debit the Bank Account in such amounts as are necessary to (i) fund Company’s Transfers; (ii) pay any fees or charges associated with the Services, including, without limitation, finance charges; (iii) pay any debit, correcting, or reversing a Transfer initiated pursuant to the Agreement which is later returned to Plane; (iv) verify the Bank Account through a test deposit or debit authorization; and (v) pay any other amount that is owing under the Services Agreement or in connection with the Services.These authorizations are to remain in full force and effect until Plane has received written notice from you of termination of any such authorizations in such time and such manner as to afford Plane and the Bank a reasonable opportunity to act upon such notice. Plane is not responsible for determining whether the bank accounts of any payors or payees have deposit or withdrawal restrictions.Company will maintain in the Bank Account, as of the applicable charge date, or other settlement or due date and time, immediately available funds sufficient to cover all disbursements, fees, taxes or any other amounts due (collectively, the “Amounts Due”) under the Services Agreement and any Product-Specific Terms. Plane may set off any amounts Company owes to it against any amounts it owes to Company in order for Plane to obtain payment of Company’s obligations as set forth in the Services Agreement and any Product Specific Terms.

13. Requirements for Bank Account Funds.

If Company does not have sufficient funds in the Bank Account to pay the Amounts Due at the time required, or if Company refuses to pay the Amounts Due, then Plane will not be able to pay out the Amounts Due to the applicable parties and will not be liable for any consequences or Claims directly or indirectly arising from such failure to pay, and Plane may (i) debit the Bank Account or any other account owned in whole or in part by Company to pay disbursements, fees or charges, payroll taxes, or other amounts due; (ii) refuse to pay any unremitted payroll taxes to the applicable tax agencies, in which case the payroll tax liability will become Company’s sole responsibility; (iii) refuse to perform further Services; and/or (iv) immediately terminate the Services Agreement. For any amounts due and unpaid, Plane may assess finance charges on such amounts and recover certain fees and costs of collection associated with such amounts.

14. Exposure Limits.

We may establish a limit regarding the dollar amount of Transfers that you may initiate, whether during a given business day or across multiple business days. We will notify you of any such limits.

15. Limitation of Liability and Indemnity.

Pursuant to this Agreement, Plane is only providing processing payments assistance to Company. Plane is not responsible for any work related services, including, but not limited to office space or equipment rental or payment of insurance and other social benefits, taxes, and required duties including, but not limited to, as each may be applicable, social security, third party insurance, income tax, and employer tax, unless otherwise stated in applicable Product Specific Terms.Company will indemnify and hold Plane harmless from and against any liabilities, losses, damages, costs, and expenses, including reasonable attorneys’ fees, incurred by any of them resulting from Receiver’s failure to receive payment as a result of Company’s acts (e.g., breach of performance obligations under this Agreement) or omissions (e.g., insufficient funds) or arising out of or in connection with any issues relating to Transfers where a third party (not the Company or Receiver) sues Plane for related issues, such as worker classification issues. More specifically, Plane will not be liable against third party losses arising from the direct relationship between the Company and the Receiver, including, but not limited to, fraud and worker classification, and Company will provide indemnity against any such causes of action.

16. Third Party Links and Services.

16.1 Plaid Services.

We use Plaid Technologies, Inc. (“Plaid”) to gather user’s data from financial institutions. By using our Service, you grant Plane and Plaid the right, power, and authority to act on your behalf to access and transmit your personal and financial information from relevant financial institutions, and you agree to your personal and financial information being transferred, stored, and processed by Plane and Plaid in accordance with our Privacy Policy and the Plaid Privacy Policy.

16.2 Dwolla Services.

In order to use the payment functionality of Plane’s Platform, you may be required to open a “Dwolla Platform” account provided by Dwolla, Inc. If you do so, you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla’s financial institution partners as set out in the Dwolla Terms of Service. You authorize Plane to collect and share with Dwolla your personal information including, but not limited to, full name, date of birth, social security number, physical address, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through Plane’s application, and Dwolla account notifications will be sent by Plane, not Dwolla. Plane will provide customer support for your Dwolla account activity, and can be reached at help.plane.com or support@plane.com.

16.3 dLocal Services.

We use dLocal Corp. LLP and its related affiliates and subsidiaries (“dLocal”) to process payments to certain countries. In order to use the payment functionality of Plane’s Platform in those countries, you must accept dLocal Terms of Service. Any funds held in the dLocal account are held by dLocal’s financial institution partners as set out in the dLocal Terms of Service. You authorize Plane to collect and share with dLocal your personal information including, but not limited to, full name, date of birth, social security number, physical address, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your dLocal account through Plane’s application, and dLocal account notifications will be sent by Plane, not dLocal. Plane will provide customer support for your dLocal account activity, and can be reached at help.plane.com or support@plane.com.