Welcome to EPS! These Terms of Service (“Terms”) govern your use of our internet site and services. You agree to be sure by using these Terms to access or use our services.

1. Definitions

1.1 “Content”

Refers to any visual, audio, numeric, graphical, text, or other data or content provided by third parties and available through the Website or otherwise by EPS for use with the Service.

1.2 “Force Majeure Event”

Includes circumstances beyond our control, such as natural disasters, government actions, civil unrest, terrorism, war, labor problems, internet service failures, and cyber-attacks.

1.3 “Order Form(s)”

Means the online or written forms for subscribing to the Services, approved by you and any subsequent order forms submitted online.

1.4 “Services”

Refers to the cloud-based services provided by EPS, accessible through our website or other notified URLs.

1.5 “EPS Account”

Is the subscriber’s account through which they access the Services.

1.6 “EPS Solution” or “Software”

Refers to EPS’s proprietary computer program used to provide the Services.

1.7 “Subscriber Data” or “Your Data”

Includes any data, text, messages, information, documents, or other materials submitted by users to the Services.

1.8 “Subscription Term”

Is the initial period for which you have subscribed to the Service as outlined in the Order Form, including any renewal periods.

1.9 “User(s)”

Refers to the subscriber’s employees, representatives, or contractors authorized to use the Services.

2. General Terms and Conditions

2.1 Provision of Purchased Services

On the terms and conditions of this Agreement and the applicable Order Form, EPS will:

• Grant you a revocable, limited, non-exclusive, non-transferable right to access and use the Services and related Content for your internal use.
• Provide standard support during working hours on working days, excluding holidays.
• Use commercially reasonable efforts to make the Services available 24/7, except for planned downtime, service interruptions for security issues, and any unavailability caused by a Force Majeure Event.

Upon expiration or termination of the Subscription Term, all rights granted to you will immediately terminate, and you must cease using the Services.

2.2 Change or Modification of Services

EPS may change or modify the Services. If notified of a material diminishment of the Services, you may terminate the Agreement within 30 days of the notification.

2.3 Trial

If you are granted a trial period, EPS has no obligation to provide any particular service level or support services and may cease providing the Service at any time without notice.

2.4 Protection of Your Data

EPS will implement reasonable measures to protect the security, confidentiality, and integrity of your data. However, EPS provides no assurances against security breaches or that such measures will always withstand attempts to evade security mechanisms.

2.5 Passwords and Security

You are responsible for access to and use of the Services under your EPS Account. You must keep all passwords confidential and notify EPS immediately upon any unauthorized use of the Services.

2.6 Consent to Electronic Disclosures

You agree that EPS may send you communications and notices regarding all transactions through the Service by email or by posting on the portal.

2.7 Fees and Payments

You shall pay EPS the fees and other charges applicable to the Services as set in the Order Form. Service fees are non-refundable. Past due payments bear interest at the rate of the lesser of 1.5% per month or the highest rate permitted by law.

2.8 Proprietary Rights

EPS and its suppliers retain sole ownership of all rights, title, and interest in the Content, EPS Solution, and Services, including all related intellectual property rights.

2.9 Use Restrictions

You will not, nor will you allow any third party to:

• Access EPS systems, programs, or data not intended for public use.
• Sell, transfer, assign, distribute, rent, lend, disclose, or otherwise commercially exploit the Services.
• Modify or create derivative works based upon the Service or EPS Solution.
• Use the Services for any unlawful purposes.

2.10 Future Functionality

Your purchases are not contingent on the delivery of any future functionality or features.

2.11 Subscriber Responsibilities

You are responsible for all activity under your EPS Account and ensuring that your users comply with this Agreement. You are also responsible for maintaining all equipment necessary to access and use the Services.

2.12 Links

EPS is not responsible for the contents of any linked website or any claim, damage, or loss caused by or in connection with your use of or reliance on any content, goods, products, services, or websites available through any linked website.

2.13 Limited Warranty for the Service

EPS warrants that during the Subscription Term, the Service will perform substantially in accordance with the user documentation. If the Service does not conform to this warranty, your sole remedy is to stop using the Service and cancel your EPS Account.

2.14 Warranty Disclaimer

Except as expressly provided in Section 2.13, the Services are provided “as-is” and “as available” without any warranties, express or implied.

2.15 Limitation of Liability

In no event shall EPS be liable for any incidental, special, indirect, exemplary, or consequential damages, including loss of income, data, profits, revenue, business interruption, or goodwill.

2.16 Confidentiality

Both parties agree to keep confidential all information or data concerning or related to the Services and not disclose such information to any third party.

2.17 Acknowledgement

The parties acknowledge that the limitations and exclusions contained in this Agreement represent the parties’ agreement based on the perceived level of risk associated with their respective obligations under this Agreement.

2.18 Term and Termination

This Agreement begins on the date EPS provides you with the initial password for the Services and continues as defined in the Order Form. Either party may terminate this Agreement for cause upon 30 days’ written notice of a breach, if such breach remains uncured, or if the other party becomes the subject of bankruptcy or insolvency proceedings.

2.19 Notices

EPS may give notice via email to the email address on record or by first-class mail to the address on record. You may give notice to EPS by confirmed facsimile or delivery by nationally recognized overnight delivery service or first-class mail.

2.20 Changes to Agreement

EPS reserves the right to modify the terms and conditions of this Agreement by providing notice on the Website in advance of the effective date of such changes.

2.21 General

This Agreement and all matters arising out of it shall be governed by the laws of the State of Delaware. Any legal action relating to the Agreement shall be brought exclusively in the competent courts of Dover, Delaware. The waiver of any default or breach shall not constitute a waiver of any other or subsequent default or breach. If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in full force and effect. This Agreement constitutes the complete and exclusive agreement between the parties.

2.22 Privacy and Data Protection

EPS collects personal information to deliver services. You consent to the collection, use, and transfer of your personal information by EPS. EPS will not otherwise process or disclose your personal information without your explicit consent.

These terms ensure the proper use and protection of EPS services, data, and intellectual property while outlining the responsibilities and rights of both EPS and the subscriber.

3. EPS Card Program

3.1 Definitions

• “Authorized Users”: Designated persons who can manage your EPS Card.
• “Card Application”: Application submitted to determine eligibility for an EPS Card.
• “Card Networks”: Payment card networks, including Visa or Mastercard.
• “Charge”: Payment for goods or services made to a merchant that accepts payments on the applicable Card Network.
• “Chargeback”: A dispute initiated against a merchant for an unresolved dispute or unauthorized Charge.
• “Credentials”: Usernames, passwords, and other identifiers for accessing the Services.
• “Data”: Information or documentation you provided to EPS.
• “Fees”: Charges imposed on you for use of Services or your EPS Card.
• “Issuer”: The bank identified on your Card Application is responsible for issuing the EPS Cards.
• “Periodic Statement”: Statements reflecting activity for all EPS Cards issued, including Charges, Fees, Fines, refunds, or other amounts.
• “Prohibited Activities”: Business types and activities that may render you ineligible for an EPS Card.
• “Prohibited Person”: Individuals or organizations subject to sanctions or restrictions.
• “Restricted Activities”: Business types and activities that may limit your use of certain Services.
• “EPS Card”: A physical or virtual payment card issued by an Issuer and managed through the Services.
• “EPS Card Program”: The program through which Issuers issue EPS Cards and extend credit to you.
• “Users”: Employees, contractors, or agents authorized to use the EPS Card.

3.2 Issuer Virtual Card Terms

EPS Cards are issued by the Issuer identified on the Card Application. These EPS Card Program Terms and the Virtual Card Terms govern your use of the EPS Cards. You may use your EPS Card for valid, lawful business purposes only.

3.3 Authorized Users

You must specify Authorized Users to manage your EPS Card. Authorized Users can add, remove, or manage additional Users, view transactions, provide or update Data, consent to terms, and take other actions on your behalf.

3.4 Responsibility for Use

You are responsible for ensuring that Users are aware of and agree to abide by the terms of these EPS Card Program Terms and all applicable laws and rules. You are liable for any breach or violation by your Users.

3.5 Spending Limits

The Issuer sets spending limits based on information submitted in your Card Application and other factors. These limits may be modified at any time with or without notice.

3.6 Requesting and Replacing EPS Cards

Authorized Users can request EPS Cards for Users through the Services. You are responsible for securing EPS Cards and promptly notifying us if a card is lost, stolen, or compromised. Replacement EPS Cards may have new account numbers requiring updates for scheduled payments.

3.7 Using EPS Cards

Users may use EPS Cards for business-related Charges only. You are responsible for all transactions made by authorized individuals. Certain Programs may allow cash withdrawals subject to eligibility and restrictions.

3.8 Disputing Charges

Review your Periodic Statements promptly. Attempt to resolve disputes with merchants first. If unresolved, initiate a Chargeback through the Services. You are responsible for paying Charges related to unresolved Chargebacks.

3.9 Prohibited and Restricted Activities

EPS Cards and Services cannot be used for unlawful purposes, personal use, or transactions involving Prohibited Activities. Violation of these restrictions may lead to termination of EPS Cards.

4. Payments

4.1 Periodic Statements

You are responsible for payment of all Charges, Fees, and Fines. Periodic Statements will detail these amounts. Notify us promptly of any errors.

4.2 Failure to Pay; Set Off; Collections

If you fail to pay the amounts owed, we may collect from any linked account. Unpaid amounts may be set off or collected from any EPS Account you hold. You are responsible for collection costs and interest on unpaid amounts.

4.3 Fees

Fees may include periodic fees, issuance or replacement fees, transaction fees, foreign transaction fees, usage fees, service fees, cash advance fees, late payment fees, failed payment fees, and misuse fees. Fees will be disclosed at the time of opening your EPS Card or using new Services.

5. Representations and Warranties

5.1 Eligibility

By submitting an application, you represent that your business is organized, registered, and located in the United States, with a valid U.S. EIN. You are authorized to enter into binding agreements and manage the EPS Card.

5.2 Required Information

Provide accurate, complete, and up-to-date Data for your EPS Card. This includes business name, address, ownership details, contact information, tax identification number, business nature, financial information, and other required information.

5.3 Verification and Validation

We may use third-party service providers to validate information and determine eligibility for the Services. We may approve, deny, or grant provisional access to Services while your application is reviewed.

5.4 Consent to Electronic Signature and Communications

Submitting your application and indicating consent constitutes your electronic signature, with the same legal effect as a physical signature. You consent to receiving Notices and statements electronically.

5.5 Supplemental Agreements

We may require supplemental agreements for certain Services. These agreements may be necessary for high-risk businesses or as required by Program Partners.

6. Access

6.1 Security

Keep your EPS Card and Credentials secure. Only authorized individuals should have access. Monitor activities regularly and notify us immediately of any unauthorized use.

6.2 Transactions and Activities

You are responsible for all transactions initiated using your Credentials. Unauthorized transactions are your responsibility unless they occur after notifying us of compromised security.

6.3 Unauthorized Use

You are liable for unauthorized charges unless they occurred after you notified us of a lost or compromised EPS Card.

6.4 Fees and Disclosures

Fees for Programs or Services will be disclosed at the time of opening your EPS Card or using new Services. Any accrued Fees will be reflected on your statements.

6.5 Credit Reporting

We may report your payment history and performance to credit reporting agencies.

7. Rewards

7.1 Rewards Program

EPS may offer rewards for qualifying transactions. These rewards are subject to the EPS Rewards Program terms and may be modified at any time.

8. Changes to the Services

8.1 Modifications

We may add or modify Services at any time. Use of new Services may be subject to additional terms.

9. Updates to Company Information

9.1 Providing Information

Keep your Data and each User’s Data current and accurate. Provide additional information as requested to verify identity and financial condition.

9.2 Notification of Corporate and Business Changes

Notify us promptly of any significant business changes, such as changes in ownership, control, business nature, financial condition, or legal status.

10. General Provisions

10.1 Limitation of Liability

EPS is not liable for indirect, special, exemplary, or consequential damages, lost profits, or lost revenue arising from the use of EPS Cards or Services. Our maximum liability is limited to the greater of the total Fees paid in the three months preceding the event or $1,000.

10.2 Disclaimer of Warranties

The Services are provided “as-is” and “as available.” EPS disclaims all warranties, including those of title, merchantability, fitness for a particular purpose, and non-infringement.

10.3 Indemnification

You agree to indemnify and hold harmless EPS and Issuers from any claims, losses, or expenses arising out of your breach of these terms, acts or omissions of your Users, or disputes with merchants.

This Terms of Service document outlines the responsibilities and rights associated with the use of EPS services and ensures the proper handling and security of data, transactions, and intellectual property.

11. Feedback and Support

11.1 Feedback

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

11.2 Support

EPS will provide support in connection with the Services as outlined in your support terms. For any issues or inquiries, please get in touch with our support team.

12. Communications

12.1 Notifications

You consent to receive electronic communications from EPS, including notices, agreements, legally required disclosures, and other messages. You agree that these electronic communications satisfy any legal requirements that such communications be in writing.

13. Regulatory and Compliance

13.1 Suspensions or Terminations

EPS may suspend or terminate your access to the Services at any time as required by applicable law or any governmental authority or if we determine you are violating these terms, EPS policies, or any third-party service provider agreements. Such actions do not constitute a breach of these terms by EPS.

13.2 Compliance with Law

You agree to comply with all applicable laws, rules, and regulations in connection with your use of the Services. This includes obtaining any necessary consents or permissions for using and handling third-party information.

14) Contact Us

If you have any questions about these Terms, don’t hesitate to get in touch with us at:

EPS

[Address]

Email: EPS@elitepayables.com

The current Terms of Service are updated on [Date]