This version is effective from 1st December, 2023.

By accessing or using the Service(s) including the acharta email plugins, or acharta chrome extension or any other web application(s) or application or plugins that links to these Terms provided by acharta (hereafter referred as “ We”, “Us” or “Our”) or clicking on a button or taking similar action to signify your acceptance of these Terms and Conditions of Use (hereafter referred as “Terms”), or completing the acharta account registration process, you (hereafter referred as “Customer” “You” or “Your”) hereby represent that:

(i) You have read and understood and agree to be bound by these Terms and any future amendments and additions to these Terms as published from time to time on our Websites.

(ii) You are 18 years of age.

(iii) You have the authority to enter into the Terms personally and, if applicable, on behalf of any company, organization, or other legal entity you have named as the user during the acharta account registration process and to bind that company, organization, or entity to the Terms.

PLEASE READ THESE TERMS CAREFULLY. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF USE MENTIONED BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions

1.1. Account: means any accounts or instances created by or on behalf of Customer for access and use of the Service(s).

1.2. Affiliate: means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

1.3. API: means the application programming interfaces developed, enabled by or licensed to acharta that permits access to certain functionality provided by the Service(s).

1.4. Confidential Information: means all information disclosed by one Party to the other Party which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of these Terms, Customer Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records prior to the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (f) is required by law to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, give the disclosing party written notice of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief.

1.5. Customer Data: means all electronic data, text, messages or other materials, including Personal Data of Users and End-Users, submitted to the Service(s) by Customer through Customer’s Account in connection with Customer’ use of the Service(s), including, without limitation, Personal Data.

1.6. Device: includes but is not limited to mobile devices, computers, computer system, Laptop available via web browser to Mac, Linux, Android, iOS, Windows.

1.7. Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service(s) provided or made available by acharta to Customer or Customer’s Users through the Service(s) or otherwise.

1.8. acharta: means the company described in acharta Contracting Entity, Notices, Governing Law, and Venue under clause 18.

1.9. Intellectual Property Rights: means and includes without limitation all copyrights, patents, trademarks, trade secrets and other related rights pertaining to the App, Website, Plug-ins, the acharta chrome extension or any other software supplied by acharta and related documents and shall remain, the sole and exclusive property of acharta.

1.10. Order Form: means any service order form or statement of work specifying the Service(s) subscribed to, particular features and functionalities in the Service(s) that the Customer wishes to avail, and the Subscription Term agreed to by the parties and referencing these Terms.

1.11. Payment Card Network: means the payment card network indicated on Your corporate card with which Our Service(s) are integrated, including Visa, Mastercard, and American Express.

1.12. Personal Data: means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller.

1.13. Processing/To Process: means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.

1.14. Service(s): means the technology platforms such as App, Website, Plug-ins, the acharta chrome extension or any other software supplied by acharta to provide expense management solutions and any updates, modifications or improvements to the Service(s), including individually and collectively, Software, the API and Documentation.

1.15. Software: means software provided by acharta (either by download or access through the internet) that allows the Customer to use any functionality in connection with the Service(s).

1.16. Subscription Plan: means the pricing plan(s) and the functionality and services associated therewith (as detailed on the Website(s)) for which You subscribe to.

1.17. Subscription Term: means the period during which the Customer has agreed to subscribe to the Service(s).

1.18. Supplemental Terms: means the specific terms set forth in Clause 17 below, additionally applicable to You when You enable, access or use such Service(s).

1.19. Third-party Service(s): means third party application(s) or services integrating with the Service(s) through APIs or any other means.

1.20. Transaction Data: means financial information and information relating to transactions, such as card numbers, related to Your corporate card, location ID, purchase amount authorized, cleared and settled, merchant name, merchant location, and date and time of authorization and settlement of the transaction, that We receive from Payment Card Networks when You connect Your corporate credit card program with Our Service(s) or from Your personal card, that We receive from other service providers when You participate in the Personal Card Program.

1.21. User: means any active user within the Service who creates, submits, approves an expense report and/or has an active corporate card assigned to reconcile with receipts. Subject to the foregoing, roles like travel admin, administrator, finance or auditors may be construed to be active users.

1.22. Website(s): mean the websites for various Service(s) and other websites that We operate.

2. Customer’s Right

Subject to Your compliance with these Terms, acharta grants You a revocable, non-exclusive, non-transferable, limited right to: (i) access and use the Services for Your internal business purposes; (ii) download, install and use mobile/desktop applications and plug- ins to access and use the Services.

3. Customer’s Obligations

3.1. Customer’s Account: Your access and use of the Service(s) is restricted to the specified number of individual Users as part of your Subscription Plan or as specified in the relevant Order Form. Each User shall be identified using unique login information which may include usernames and passwords or SSO (“User Login”) and such User Login shall be used only by one named user, to whom the expenses relate to. Using one User Login to manage expenses of a named user other than the named user to whom the User Login belongs shall be construed as a violation of this Clause 3.1. You maintain all responsibility for determining whether the Service(s) or the information generated thereby is accurate or sufficient for Your purposes.

3.2. Acceptable Use: You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service(s) available to any third party, other than Users in furtherance of its internal business purposes as expressly permitted by these Terms; (b) modify, adapt, reverse engineer or hack the Service(s) or otherwise attempt to gain or gain unauthorized access to the Service(s) or related systems or networks; (c) use the Service, store or transmit Customer Data in violation of applicable laws and regulations, including but not limited to violation of any person’s privacy rights; (d) use the Service(s) to store or transmit any content that infringes upon any person’s intellectual property rights or is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (e) use the Service(s) to knowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; or (f) use the Service(s) for the purposes of cookie tracking, ad exchanges, ad networks or data brokerages.

3.3. If acharta informs You that a specified activity or purpose is prohibited with respect to the Service, You will ensure that it immediately ceases use of the Service(s) for such prohibited activity or purpose and shall comply with acharta’s instructions in this regard.

3.4. You are responsible for obtaining the data network or internet access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if You access or use the Services from a wireless-enabled device and You shall be responsible for such rates and fees.

3.5. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

4. Content Rights / Data Rights

4.1. You own the rights to the Customer Data You post on acharta. We don’t claim ownership over any of it. However, by posting or transferring Customer Data to acharta, You grant a royalty free, non-exclusive license and permission to use the data and the metadata, generated by your usage of the Service(s) solely for the purpose of providing, maintaining and improving the Service(s). User data will belong to You even after the User is no longer part of Your organisation.

4.2. You are responsible for the data You submit by using Our Services and assume all risks associated with it, including anyone else’s reliance on its accuracy, or claims relating to intellectual property or other legal rights. By posting, You represent and warrant to Us that You own or have the necessary rights to post data on our services, and that doing so does not conflict with any other licenses You have granted.

5. Use of Service(s)

5.1. Any enhancements, new features or updates (“Updates”) to the Service, if rolled out by acharta, are also subject to these Terms and acharta reserves the right to deploy Updates at any time.

5.2. The Services may be temporarily unavailable due to scheduled downtime for upgrades and maintenance in which case acharta shall use commercially reasonable endeavours to notify Customer in advance.

5.3. Notwithstanding anything to the contrary contained elsewhere, acharta shall not be liable for unavailability of the Service(s) caused by circumstances beyond acharta’s reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond acharta’s reasonable control (including, without limitation, inability to access the internet), or acts undertaken by third parties, including without limitation, distributed denial of Service(s) attacks.

5.4. acharta will provide technical support and other support services to You. You may request support by e-mailing support@acharta.com or through other channels notified to You by acharta. You shall provide acharta and its personnel with necessary access to Your Account including the ability to access the Account as those of Your employees and their IT Administrator, for such time as required for resolving the problems faced by You with respect to the Service(s). You agree that acharta shall not have an obligation to provide support for the following: (a) restoration of any data that has been lost due to Your failure in maintaining backup copies, (b) the issue is due to (i) a failure on Your part to use the Service(s) in accordance with the technical documentation provided by acharta, including any minimum Service(s) requirements; (ii) any accident or disaster affecting Your network or systems; (iii) modifications or alteration made by You without acharta’s approval and (c) Your Failure to install updates or improved versions of the whole or part of the Service(s) provided by acharta; (d) where the Services or its domains are not whitelisted by You or Your ISP.

6. Third-Party Services

You acknowledge and agree that Your use of Third-Party Services will be subject to the terms and conditions and privacy policies of such third-party and that acharta shall not be liable for Your enablement, access or use of such Third-Party Services, including Your data processed by such third party. You should contact that third- party service provider for any issues arising in connection with use of such Third-Party Service.

7. Payment and Commercial Terms

7.1. Unless otherwise mentioned otherwise in an Order Form or a Subscription Plan, all charges associated with Your Account, including implementation charges and overages (“Subscription Charges”) are due in full and payable in advance in accordance with this Clause 7, when You subscribe to the Service(s). Implementation charges and overages will depend on the Subscription Plan You choose and will be discussed and agreed with You.

7.2. You shall be billed as per Your Subscription Plan. You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing Cycles are set either on a monthly or annual basis, depending on the type of Subscription Plan You select or as set forth in an Order Form, as applicable.

7.3. Unless otherwise stated in an Order Form, at the end of each Billing Cycle, Your subscription will automatically renew for an equivalent Subscription Term at the then prevailing charges unless terminated in accordance with these Terms.

7.4. A valid payment method, including credit card or wire transfer, is required to process the payment for Your subscription. You shall provide acharta with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, You automatically authorize acharta to charge all Subscription Charges incurred through Your Account to any such payment instruments.

7.5. In case automatic billing fails to occur for any reason, acharta will issue an electronic invoice indicating that You must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

7.6. acharta will notify You in the event that acharta does not receive payment towards Subscription Charges within the due date. acharta must receive payments within a maximum of ten (10) days from the date of notice, failing which in addition to the right to other remedies available under law, (i) acharta may suspend Your access to and use of the Service(s) until acharta receives Your payment towards the Subscription Charges as specified; and/or (ii) terminate Your Account; and/or (iii) charge an interest for late payment @ 1.5% per month on the outstanding balance of the Subscription Charges payable. When Your Account is suspended or terminated pursuant to this Clause 7.6, data export for Your Account shall be enabled only after the outstanding charges due to acharta are cleared by You.

7.7. We may use a third-party service provider to manage payment processing; provided that such service provider is not permitted to store, retain or use Your payment account information except to process Your credit card and other payment information for acharta.

7.8. You agree that until Your Account is terminated Your subscription shall automatically be renewed at the Subscription Charges prevalent at the time of such renewal, even if you do not use our Service. Subscription Charges are non-refundable unless expressly agreed to by acharta.

7.9. acharta may change our fees at any time by posting a new pricing structure on our Website(s).

8. Free Trials

8.1. acharta may, at its sole discretion, offer a subscription with a free trial for a limited period of time (“Free Trial”). You may be required to enter your billing information in order to sign up for the Free Trial.

8.2. If You do enter Your billing information when signing up for the Free Trial, You will not be charged by acharta until the Free Trial has expired. On the last day of the Free Trial period, unless You cancelled Your subscription, Your access to the Service(s) may be suspended or terminated or You will be automatically charged the applicable Subscription Charges for the type of subscription You have selected. At any time and without notice, acharta reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

9. Intellectual Property Rights

9.1. Except for the rights granted to You under Clause 2, all rights, title and interest in and to all intellectual property and/or proprietary rights, title and interest in or related to the Service, including patents, inventions, copyrights, trademarks, domain names, trade secrets or know-how (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with acharta. You shall retain all ownership over Customer Data.

9.2. acharta shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service(s) or otherwise use any suggestions, enhancement requests, recommendations or other feedback it receives from You.

9.3. acharta's trademarks and/or service marks may not be used in connection with any product or service that is not provided by acharta, in any manner that is likely to cause confusion among customers or users of the Website, tarnishes or dilutes the marks, or disparages or discredits acharta.

9.4. All rights not expressly provided to You herein are reserved.

10. Text Messaging & Promotional Codes

10.1. By creating an Account, You agree that we may send you text messages via SMS, WhatsApp or other mediums or email communications as part of the normal business operation of Your use of the services. You may opt-out of receiving such communication by writing to us at support@acharta.com subject to policies setup and defined by Your Account administrator or User.

10.2. acharta may, in its sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the services and/or a third-party provider’s services, subject to any additional terms that acharta establishes on a per promotional code basis (“Promo Codes”). Please refer to our supplemental terms from time to time.

11. DISCLAIMER OF WARRANTIES

11.1. THE SERVICE, INCLUDING ALL SERVER AND NETWORK COMPONENTS INCLUDING PAYMENT CARD NETWORKS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED.

11.2. CUSTOMER ACKNOWLEDGES THAT acharta DOES NOT WARRANT THAT THE ACCESS TO THE SERVICE, WHICH IS PROVIDED OVER INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND acharta’S CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.

12. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, INCLUDING PAYMENT CARD NETWORKS BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EXCEPT PAYMENT OBLIGATIONS OF THE CUSTOMER EVEN IF EITHER PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. EXCEPT WITH RESPECT TO CUSTOMER’S PAYMENT OBLIGATIONS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE SERVICE, WILL BE LIMITED TO AN AMOUNT EQUAL TO THE LOWER OF (A) TWELVE MONTHS OF THE SUBSCRIPTION CHARGES FOR THE SERVICE(S) TO WHICH THE CLAIM RELATES; OR (B) THE SUBSCRIPTION CHARGES PAID BY CUSTOMER, FOR THE SERVICE(S) TO WHICH THE CLAIM RELATES PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

13. Indemnity

You will indemnify and hold acharta harmless against any claim brought by a third party against acharta, and its respective employees, officers, directors and agents arising from Your acts or omissions in connection with Clause 2 of these Terms provided that (a) acharta promptly notifies You of the threat or notice of such a claim, (b) You have or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim; and (c) acharta fully cooperates with You in connection therewith. You will have no obligation or liability with respect to any such claim arising out of the gross negligence or willful misconduct of acharta.

14. Confidentiality, Data Privacy and Security

14.1. If You choose, or You are provided with, a user identification code, login, password or any other piece of information as part of acharta’s security procedures, You must treat such information as confidential. You must not disclose it to any third party. acharta has the right to disable any user identification code or password, whether chosen by You or allocated by acharta, at any time, if in acharta’s reasonable opinion, You have failed to comply with any of the provisions of these Terms. acharta will not be responsible for any activities, including any attempted or actual access or loss of data occurring under Your Account as a result of Your non-compliance of its obligations under this Clause 14.1.

14.2. You provide log-in credentials to Your Accounts at your own risk.

14.3. When You authorize acharta’s connection with Your card programs, You agree that the data sources that maintain Your Accounts and any third parties that interact with Your log-in credentials or Account data in connection with Our Service(s) are not liable for any loss, theft, compromise, or misuse whatsoever in connection with Our Service(s) (including negligence), except to the extent such liability cannot be limited under applicable law.

14.4. When You authorize acharta’s connection with Your card programs, You acknowledge that the data sources make no warranties of any kind related to the data provided by Our Service(s)—whether express, implied, statutory, or otherwise. Except for PDFs of official account documents We retrieve on Your behalf and provide to You without alteration, no data provided by Our Service(s) is an official record of any of Your accounts.

14.5. Confidentiality obligations: Each of the Parties will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each of the Parties protects its own Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of the Parties may use the other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and shall disclose such Confidential Information solely to those of its respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this sub-section shall supersede any non-disclosure agreement by and between the Parties entered prior to these Terms that would purport to address the confidentiality of Customer Data and such agreement shall have no further force or effect with respect to Customer Data.

14.6. Security of Customer Data: acharta uses appropriate technical and organizational measures to protect the Customer Data. The measures used are designed to provide a level of security appropriate to the risk of Processing the Customer Data. acharta shall, without undue delay, notify You of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Customer Data processed by acharta.

14.7. Any Personal Data that You or Your Users provide to acharta is subject to Our Privacy Policy which governs Our collection and use of Personal Data. We Process Your and/or Your Users’ Personal Data solely in accordance with these Terms and Our Privacy Policy.

14.8. You understand and acknowledge that, in connection with the use of the Service by Yourself, Your Users and/or end users, We Process any Personal Data only on Your behalf and we both hereby agree that You shall be deemed to be the data controller and We shall be deemed to be the data processor. We shall Process such Personal Data only for the purposes of providing the Service(s) and in accordance with these Terms and applicable data privacy laws.

14.9. You acknowledge and agree that acharta may access or disclose information about You, Your Account, Users, including Customer Data, in order to (a) comply with the law or respond to lawful requests or legal process; or (b) prevent any infringement of group companies' or Our customers' proprietary rights. Further, at acharta’s sole discretion, any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities.

14.10. You shall not disclose (and shall not permit any individual to disclose) any special categories of personal data (as defined under the EU General Data Protection Regulation) to acharta for Processing. acharta shall ensure that any person acharta authorizes to Process Customer Data shall protect the Customer Data in accordance with acharta’s confidentiality obligations under these Terms.

14.11. You consent to acharta engaging third party sub-processors to process Customer Data for provision of the Service provided that: (i) acharta maintains an up-to-date list of its sub-processors at https://www.acharta.com/privacy/gdpr which acharta shall update with details of any change in sub-processors prior to any such change; (ii) acharta imposes data protection terms on any sub-processor acharta appoints that require them to protect the Data to the standard required by applicable data protection law; and (iii) acharta remains liable for any breach of this clause that is caused by an act, error or omission of the sub-processor. You may object to acharta’s appointment or replacement of a sub-processor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such an event, acharta will either not appoint or replace the sub-processor or, if this is not possible, You may terminate these Terms (without prejudice to any fees incurred by You prior to suspension or termination).

14.12. When You authorize acharta’s connection with Your card programs, Our Service will be connected by Envestnet | Yodlee, who will act as Our service provider for collection, use, storage, and handling of Your account information, account access information, and registration information, and will collect Your Personal Data for providing these services. When You request data from a source connected to Our Service, Yodlee collects that data and provides it to Us. Yodlee acts on Our behalf in this process, which means We share Your data with Yodlee as one of Our service providers. For more information on how Yodlee collects, uses, stores, and handles Your data, please see Envestnet | Yodlee’s Commitment to its Clients and their Users (www.yodlee.com/clients-consumers). If there is any inconsistency between Yodlee’s Commitment and these Terms regarding Yodlee’s activities, then Yodlee’s Commitment is correct.

14.13. acharta shall reasonably assist You, at Your expense, to enable You to respond to any request from a data subject to exercise any of its rights under applicable data protection law (including its rights of access, correction, objection, erasure and data portability, as applicable). In the event that any such request, correspondence, enquiry or complaint is made directly to acharta, acharta shall promptly inform You providing full details of the same.

14.14. acharta shall reasonably assist You, at Your expense, in meeting Your obligations under applicable data protection laws.

14.15. acharta reserves the right to delete all Customer Data after a period of 30 days from the effective date of termination of Your Account. You may contact acharta to export Customer Data within [30] days from the effective date of termination. Customer Data cannot be recovered once it is deleted.

15. Term, Termination and Suspension

15.1. The Subscription Term is as set forth in the Order Form.

15.2. Termination by Customer: You may terminate Your Account(s), without cause, by providing acharta thirty (30) days prior written notice. You may terminate one or more of Your Account(s) in the event acharta materially breaches the terms of these Terms, provided that You provide advance notice of such breach to acharta and affords acharta not less than thirty (30) days to cure such breach. In case of such termination by You for material breach by acharta, acharta shall, pro-rata, refund the Subscription Charges for the remainder of the Subscription Term.

15.3. Suspension and Termination by acharta: In addition to suspension for late payment or non-payment of Subscription Charges, acharta may suspend Your access to and use of Your Account or the Service(s) if You are in violation of these Terms. acharta will notify You of Your activities that violate these Terms and provide You with a period of thirty (30) days to cure or cease such activities. If You do not cure or cease such activities within the said Cure Period or if acharta believes that Your breach of these Terms cannot be cured, Your Account shall be terminated immediately.

15.4. Termination for Insolvency: Notwithstanding anything contained herein, either party may terminate these Terms without notice if the other party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such party (except for involuntary bankruptcies which are dismissed within sixty (60) days), or has a receiver or trustee appointed for substantially all of its property.

15.5. Effect of Terminating Customer’s Account: Following the termination of Your Account either by You or acharta, acharta reserves the right to delete Customer Data in accordance with Clause 14.15 above.

16. Changes to Terms

acharta reserves the right to modify the terms of these Terms or its policies at any time, effective upon posting of an updated version of these Terms on its Website and shall become applicable to You so long as You continue to use the Services of acharta. In case You do not agree to the revised terms of the Terms, You may choose to discontinue the use of Services of acharta.

17. Miscellaneous

17.1. Assignment: Except to its Affiliates/within its group companies, neither party may, directly or indirectly, assign all or any part of these Terms or its respective rights under these Terms or delegate performance of its respective duties under these Terms without the prior consent, which consent shall not be unreasonably withheld, of the other party. In the event of assignment to an Affiliate, the party assigning its performance shall promptly intimate the other party of such assignment and shall not default in any of its payment obligations under these Terms. Subject to the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

17.2. Entire Agreement and Revisions: These Terms, together with the Supplemental Terms and any schedules or annexes, constitute the entire agreement, and supersede any and all prior agreements between You and acharta with regard to the subject matter hereof. These Terms shall prevail over the terms or conditions in any purchase order or other order documentation You or any entity that You represents provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either party with respect to the subject matter hereof.

17.3. Severability; No Waiver: If any provision of these Terms are held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of these Terms shall remain in effect. acharta’s non-exercise of any right under or provision of these Terms does not constitute a waiver of that right or provision of these Terms.

17.4. Relationship of the Parties: The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.

17.5. Export Compliance and Use Restrictions; Federal Government End Use Provisions: Customer agrees to comply with all U.S. or other applicable export control and economic sanctions laws and regulations as they relate to access to and use of the Service(s), Software and such other components by Customer and Users. Customer shall not access or use the Service(s) if Customer is located in any jurisdiction in which the provision of the Service(s), Software or other components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer shall not provide access to the Service(s) to any government, entity or individual located in any Prohibited Jurisdiction. Customer represents, warrants and covenants that (i) Customer is not named on any U.S. government (or other government) list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person, (ii) Customer is not a national of, or a company registered in, any Prohibited Jurisdiction, (iii) Customer shall not permit Users to access or use the Service(s) in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions, and (iv) Customer shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which Customer and Customer’s Users are located.

17.6. Non-Solicitation: Both Parties agree not to employ or solicit for employment, either directly or through an affiliate, any current employee or contractor of the other Party or any individual who was an employee or Contractor of the other Party during the preceding six (6) months, for purposes of encouraging such employee to leave or terminate his or her employment with the company.

17.7. Publicity Rights: You hereby grant acharta a royalty-free, worldwide, transferable license to use Your trademark or logo to identify You as acharta’s customer on acharta’s Websites and/or marketing collateral.

17.8. Survival: All clauses which, by their nature are intended to survive, including without limitation Clauses 1 (Definitions), 7 (Payment and Commercial Terms), 9 (Intellectual Property Rights), 11 (Disclaimer of Warranties), 12 (Limitation of Liability), 13 (Indemnification), 14 (Confidentiality), 15 (Term, Termination and Suspension), 17 (Miscellaneous) shall survive any termination of these Terms with respect to use of the Service(s) by the Customer. Termination shall not limit either party’s liability for obligations accrued as of or prior to such termination or for any breach of these Terms.

18. Acharta Contracting Entity, Notices, Governing Laws and Venue

18.1. The acharta entity entering into these Terms, the address to which You may direct notices under these Terms, the law that will apply in any dispute arising from the same and the courts that will have jurisdiction over any such dispute will depend on where the customer is domiciled.

If the Customer is domiciled in The acharta entity entering into these Terms is Notices shall be addressed to Governing law is Courts with exclusive jurisdiction are:

US and countries other than India acharta, Inc acharta Inc 2035 SUNSET LAKE ROAD, SUITE B-2 Newark, DE 19702 United States Delaware Delaware

India acharta Technologies Private Limited 550, 1th Cross, 2nd Main MICO Layout, BTM 2nd Stage, Bangalore, Karnataka - 560076 IN India Bangalore

18.2. acharta may give notice by means of a general notice on the Services via electronic mail to Your email address. You may give notice to acharta either via electronic mail to acharta’s email address privacy@acharta.com or to the address mentioned above as may be applicable.

18.3. You agree to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

19. Contact Information

Acharta welcomes Your questions or comments regarding the Terms: You can email us at privacy@acharta.com

20. Supplemental Terms

The Supplemental Terms below may contain terms that are specific to one or more geographies where acharta provides Service(s) or specific to certain features of the Service(s). For avoidance of doubt, in the event of a conflict or inconsistency between the rest of the Terms and these Supplemental Terms, these Supplemental Terms shall prevail.

Card Programs

Personal Card Program: As part of the Service(s), Your Users may elect to connect their personal cards with the Service(s) for the purpose of importing expenses and simplifying the reimbursement process. By participating in the Personal Card Program, You agree that Our service providers may monitor transactions on Your User’s personal card at participating merchants to and share Transaction Data with Us as described in Our Privacy Policy.

Removal of Personal Card: Your Users may remove their personal card from the Service(s) at any time by:

(a) Deletion of the personal card by the User from the Service(s); or

(b) Raising a support ticket with Us to deactivate card integration; or

(c) Terminating these Terms

When Your Users remove a personal card, We will no longer receive future Transaction Data associated with Your Users’ personal card.

Corporate Card Program: You may choose to connect Your corporate credit card program with Our Service(s) by using any of the available methods mentioned below. By doing so, You agree that transactions made after connecting Your corporate cards may be monitored by Your Payment Card Network and the Transaction Data would be shared with Us, as described in Our Privacy Policy and solely for the purpose of providing the Service(s) to You. The following are the ways in which You may integrate Your corporate cards with Our Service(s):

(a) Direct bank integration

(b) By uploading Your Users’ statements to the Service(s)

(c) By connecting Your corporate cards to the Service(s) via Payment Card Networks

Removal of Corporate Card: You may remove Your corporate card from the Service(s) at any time by:

(a) Unenrolling of the corporate cards if the corporate credit card program is based on direct card enrollment; or

(b) Cancelling the authorization with Your bank representative; or

(c) Terminating these Terms; or

(d) Raising a support ticket with Us to deactivate card integration.

When You remove a corporate card, We will no longer receive future Transaction Data associated with Your corporate card.

Qualifying Transactions: When You connect your corporate credit card program with Our Service(s), the Service(s) is limited to corporate card transactions processed through Payment Card Networks and payment card processors with which We are integrated. If a corporate card transaction is processed outside one of such Payment Card Networks or payment card processors, We will not receive the Transaction Data and We will not be able to provide the Service(s) with respect to such transaction When You use Visa as Your Payment Card Network, the following will not be eligible for use with the Service(s):

(a) non-eligible cards including, without limitation, corporate and purchasing cards, Health Savings Account (HSA) cards, Flexible Spending Account (FSA) cards, government-administered prepaid cards (including EBT cards), insurance prepaid cards and Visa Buxx.

(b) Non-eligible merchant locations or transactions including PIN-based purchases, payments made through third-party digital wallets or payment apps other than Apple Pay® and other transactions not processed through Visa’s own system. Do not use a Personal Identification Number (PIN) when paying for Your transactions if You want the transaction to qualify for use of the Service(s).

Cessation of Monitoring of Transaction Data: Monitoring and sharing of Transaction Data by Payment Card Networks will cease where, (i) You do not access and/or use the card program in any manner for a period of twelve (12) calendar months, (ii) upon revocation of consent to monitoring and sharing of Transaction Data in accordance with the Privacy Policy, or (iii) You become no longer eligible to participate in the card program.

Disclaimer of Liability: Neither Us nor the Payment Card Network shall have any liability in connection with Your use of Your corporate credit card program with Our Service(s) or the exercise of any rights granted therein, even if advised of the possibility of such damages.

Indemnification: You will indemnify and hold acharta and/or Payment Card Networks harmless against any claim brought by a third party against acharta and/or Payment Card Networks, and their respective employees, officers, directors and agents arising from Your acts or omissions in connection with Clause 2 of these Terms provided that (a) They promptly notifies You of the threat or notice of such a claim, (b) You have or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim; and (c) They fully cooperates with You in connection therewith. You will have no obligation or liability with respect to any such claim arising out of the gross negligence or willful misconduct of acharta or Payment Card Network.

CCPA Obligations

You acknowledge and agree that You are the Business and acharta the Service Provider with respect to Personal Information of Consumers (as those terms are understood under the California Consumer Privacy Act (“CCPA”)) forming part of Customer Data.

acharta will not sell, retain, use, or disclose Personal Information of Consumers that acharta processes on Your behalf when providing the Services under these Terms for any purpose other than for the specific purpose of providing the Services in accordance with these Terms and as part of the direct relationship between acharta and You.

acharta certifies that it understands the restrictions in section (ii) and will comply with such restrictions.

You acknowledge and agree that You shall be responsible for providing the required notice to Consumers with respect to sharing their Personal Information with acharta.