Corply Pay and Corply Cards Terms

1. Scope and Relationship to the Terms of Use

These Corply Pay Terms apply when your company uses Corply Pay to request or receive payments (invoices, payment requests, and reimbursement requests), and when your company uses Corply Cards. They supplement Corply's Terms of Use. If these Corply Pay Terms conflict with the Terms of Use on a Corply Pay or Corply Cards matter, these Corply Pay Terms apply to that matter.

When you pay Corply for Corply's own services (formation, registered-agent renewal, Corply Mail, Delaware annual services, or other Corply charges), Corply is the merchant and the Billing & Refund Policy governs those charges. No Corply Pay software fee applies to them.

You must be authorized to bind your company. References to "you" include your company.

2. What Corply Pay Is

Corply Pay is Corply's payment software. It lets your company create invoices, payment requests, and reimbursement requests, send payers a secure payment link, and track payments, refunds, returns, and disputes.

Corply is not a bank, a money transmitter, a payment processor, or a lender. Corply does not receive, hold, or transmit the funds your payers send. Payments are processed, and funds are settled to your company, by the payment processors described below under their agreements with your company.

Corply never receives or stores full card numbers, card security codes, or full bank account numbers. Payers enter them only in the processors' secure payment fields.

3. Payment Processors and Your Merchant Agreements

• Card payments are processed by Finix. Bank (ACH) debits from U.S. accounts are processed by Payabli.
• Before your company can receive payments, it must complete the processors' onboarding, which includes identity, business, beneficial-ownership, and payout bank account verification. The processors decide whether to approve your company, may request more information, and may limit, suspend, or close your company's ability to receive payments under their agreements.
• Your company accepts each processor's merchant (or sub-merchant) agreement and related terms during onboarding. Those agreements govern processing, settlement, reserves, refunds, chargebacks, returns, and fees charged by the processor. Corply is not a party to them and does not control a processor's decisions.
• In the sandbox, a company may be connected to a shared test merchant before its own onboarding is complete. The dashboard labels it as such, and no real money moves.

4. The Corply Pay Software Fee

• Every Corply Pay payment your company receives, by card or by bank (ACH), for an invoice, a payment request, or a reimbursement request, carries a Corply Pay software fee of 1% of the amount paid. This is Corply's price for the software.
• Your company, as the merchant, pays the fee. It is deducted from your proceeds when the payment is processed, through the processor's fee arrangements.
• Payers pay exactly the amount you request. Corply Pay never adds the fee, or any other amount, to what a payer pays. The fee is not a surcharge, and you may not use Corply Pay to add a surcharge or convenience fee to a payer's total.
• Before you send a request, and on every payment, Corply Pay shows you the gross amount, the software fee, and the net amount.
• The fee is rounded to the nearest cent. Processor fees under your merchant agreements are separate from the Corply Pay software fee.
• Each request records the fee rate it was sent with. If Corply changes the software fee, the new rate applies only to requests created after the change, and Corply Pay shows it before you send a request.

5. Payer Authorizations

Each payer authorizes a single payment of the exact amount shown, to the payee your company names, on the Corply Pay payment page. For a card, it is a one-time card authorization. For a bank account, it is a single-entry ACH debit authorization under the Nacha Operating Rules: an online (WEB) entry for a personal account, or a corporate (CCD) entry for a business account. Corply Pay does not support bank debits authorized on paper or by phone (PPD or TEL entries).

Corply Pay records the authorization text, when it was accepted, and the payer's IP address and browser, and makes that evidence available for returns and disputes.

You are responsible for the accuracy of every request, including the payer's details, the line items, the amount, and any expense description, and for having the right to request the payment.

6. Payouts and Settlement

• The processors settle your net proceeds to the payout bank account your company verified during onboarding, on the schedule in your merchant agreements. Corply does not control payout timing, holds, or reserves.
• Settlement timing depends on the payment method and your merchant agreement. Bank (ACH) payments take longer to clear than card payments, usually about 4 business days, and Corply Pay shows them as processing until they clear.
• A payment shown as paid can still be reversed later by a refund, an ACH return, or a chargeback.

7. Refunds, ACH Returns, and Chargebacks

• You can refund a payment, in full or in part, from Corply Pay. The refund is funded from your company's proceeds or account with the processor under your merchant agreement.
• A payer's bank can return an ACH debit after it appears to have cleared, for example for insufficient funds or because the payer reports it as unauthorized; a personal account holder can report an unauthorized debit for up to 60 days after it settles under the Nacha rules. A cardholder can dispute a card payment with their card issuer (a chargeback).
• Returns, chargebacks, and any processor fees for them are your company's responsibility, as your merchant agreement provides. Corply Pay shows the returned or disputed payment and reopens or updates the related request, and it may give the processor the payment's authorization evidence to respond to a dispute.

8. Prohibited Uses

You may not use Corply Pay or Corply Cards:

• for any unlawful purpose, or to sell goods or services that are illegal where you or the payer are located;
• for any business or transaction a processor, the card networks, the Nacha Operating Rules, or the card-issuing bank prohibits or restricts, unless it has been approved for your company;
• to request payments for another business or person, to receive funds you are not entitled to, or to pay yourself with your own card;
• for money transmission, cash advances, factoring, gambling, or the purchase of cash equivalents;
• to add a surcharge, convenience fee, or the software fee to a payer's total;
• to launder money, evade sanctions, commit fraud, or process transactions you know or suspect are unauthorized; or
• to enter card numbers, bank account numbers, or other payment credentials anywhere other than the processors' secure fields.

9. Corply Cards

• Corply Cards are payment cards issued to your company by a sponsor bank through Lithic, which provides the card program and processes card transactions. Corply provides the software your company uses to issue and control cards. Corply is not the card issuer.
• Prepaid and debit programs spend funds held for your company at the sponsor bank. Charge and revolving credit programs, where offered, are extended only by the bank or lender named as the lender of record for that program, under that lender's own agreement and disclosures, including any credit disclosures the law requires the lender to give. Corply does not make credit decisions, set credit limits, set interest rates, or extend credit.
• Your company decides who receives a card and sets its limits and spending controls. Cardholders must be authorized by your company. Full card numbers and security codes are shown only on the web, in Lithic's secure card frame, and every such view is recorded.
• Fees for a card program, if any, are shown before your company enrolls in it. Card use is also subject to the issuing bank's cardholder terms.
• In the sandbox, cards, balances, and credit terms are simulated and labelled as such. They cannot be used for real purchases.

10. Sandbox and Simulations

Corply Pay and Corply Cards may be available in a sandbox for testing. Every sandbox result, receipt, and email is labelled "Sandbox simulation." A sandbox payment is never real money and never funds a real obligation, such as a state filing.

11. Suspension and Termination

• You may stop using Corply Pay or Corply Cards at any time. Outstanding requests can be cancelled from Corply Pay, and cards can be closed from Corply Cards.
• Corply may suspend or end your company's access to Corply Pay or Corply Cards to comply with law, a processor's or bank's requirements, or these Corply Pay Terms, or to prevent fraud, loss, or abuse. A processor or the issuing bank may also suspend or end its services under its own agreement.
• Termination does not end your company's responsibility for payments already made, refunds, returns, chargebacks, fees, or card transactions that occurred before termination.

12. Changes and Contact

Corply may update these Corply Pay Terms by posting a new version on this page with a new last-updated date. If a change is material, Corply may also give notice through the Services or by email. Fee changes follow section 4.

Questions about Corply Pay or Corply Cards: founders@0lumens.com.

These terms are service information about how Corply Pay and Corply Cards work. They are not legal, tax, accounting, or financial advice. Corply is not a law firm.