Platform Agreement

This Platform Agreement is a legal agreement between Company and CElegans Labs, Inc. (doing business as AtoB) and governs your use of the Services. In this Platform Agreement, “Company” or “you” means the company that is applying for or has opened an AtoB Account to use the Services, and “AtoB” or “we” means CElegans Labs, Inc. and its affiliates, successors and assigns. References to “Platform Agreement” include this agreement and any terms, agreements, and policies referenced in this agreement, including the Privacy Policy, ACH Authorization, and the Cardholder Agreement and any applicable Additional Terms or supplemental agreements.

The Services; Your Obligations.

AtoB offers services (the "Services") that allow corporate customers to obtain corporate cards (each, a “Card”), which Cards (A) will be issued by an Issuer through arrangements between AtoB and Stripe, Inc. or its affiliate, and (B) allow Users to conduct Transactions, including the purchase of fuel and other transportation-related products, for Company's business needs. When a User uses a Card to conduct a Transaction permitted by this Platform Agreement [and the other terms governing the use of such Card], (A) the Issuer will fund and settle such Transaction vis-à-vis the related merchant, (B) AtoB will reimburse, or arrange for the reimbursement of, the Issuer for such payments to merchants and (C) in consideration for such reimbursement, on the same day as the day of such Transaction you will immediately become obligated, and you hereby promise, to pay to AtoB in reimbursement of such payments to merchants an amount equal to the amount charged to such Card in connection with such Transaction. In order to effectuate your payment to AtoB, AtoB will have the right, from time to time, to debit your bank account(s) via the provided ACH Authorization for the aggregate amount of your reimbursement obligations. You and we agree that the Services do not involve Loans or the extension of credit by AtoB.

‍This Platform Agreement is binding as of the date you submit an application to open an AtoB Account. When you submit your application, you are consenting to receive all Notices and communications electronically. We may update this Platform Agreement and any other terms, agreements, or policies incorporated by reference by providing Notice through posting updated versions to our legal page (at atob.us/terms-of-service) or by other written communication to you. In our sole discretion, we may also give you additional Notice of any changes we believe are material. Your continued use of the Services will serve as your acceptance of any changes to this Platform Agreement and incorporated terms, agreements, and policies referenced.

You may only apply for and maintain an AtoB Account and use the Services if you agree to these Terms, so read them and other referenced agreement carefully. Please contact us at support@atob.us or +1 (833) 947 2862 if you don’t understand any of these terms or your obligations.1. Opening an AtoB Account1.1 EligibilityOnly companies organized and registered in the United States (such as corporations and LLCs) may apply for an AtoB Account and use the Services. Individual consumers, sole proprietors, unincorporated partnerships, and companies organized and registered outside the United States are not permitted to use or attempt to open or use an AtoB Account or the Services.
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1. Opening an AtoB account

1.1 Eligibility

Only companies organized and registered in the United States (such as corporations and LLCs) may apply for an AtoB Account and use the Services. Individual consumers, sole proprietors, unincorporated partnerships, and companies organized and registered outside the United States are not permitted to use or attempt to open or use an AtoB Account or the Services.

Representations of Company

By submitting an application for a AtoB Account, the natural person submitting the application on behalf of the Company represents and warrants in an individual capacity and, as an authorized representative of Company, on behalf of the Company that:
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Company is a business entity that is organized, registered, and located in the United States.
Company has a valid U.S. Employer Identification Number (EIN).
Company is validly existing and in good standing in its jurisdiction of organization.
Company is not engaged in any Prohibited Activities.
The natural person who applies for a AtoB Account on Company’s behalf is authorized to provide information about Company, submit the application on behalf of Company, enter into binding agreements on behalf of Company (including by binding Company to pay any and all charges incurred), and manage Company’s AtoB Account.
The natural person who applies for a AtoB Account on Company’s behalf is not and is not affiliated with a Prohibited Person.
All information you provide to us is and will be current, accurate, and complete.
Company will use its AtoB Account exclusively for business purposes and not for any individual’s personal, family, or household use.
You have reviewed this Platform Agreement and the terms, agreements, or policies incorporated by reference.
This Platform Agreement has been duly executed and delivered by the Company, and the terms of this Platform Agreement and any other agreement or other terms related hereto entered into by the Company or otherwise intended to be binding on the Company (including, without limitation, the Company’s Transaction-related reimbursement obligations) are and will be legal, valid and binding obligations of the Company, enforceable against Company in accordance with the terms of this Platform Agreement.

Required information
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You must provide Company Data to apply for and maintain an AtoB Account and any Services. Company Data may include registered business name, business address, ownership details, contact information including email and phone number, tax identification number, the nature of the business, financial information, details for your Linked Accounts, and other information that we may require or request from time to time prior to or while Company is an AtoB customer.
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You must also provide certain Personal Data including the names, contact information, personal addresses, social security numbers, and dates of birth of Administrators, Users, Beneficial Owners, and Control Persons that we may request. We may also require that you provide certain documentary information used to verify Company Data and Personal Data including corporate registration certificate(s), proof of address, or personal identification.
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You must connect at least one Linked Account. You authorize us to verify that the account details you provided for your Linked Account are correct and the Linked Account belongs to you by making a microdeposit to and corresponding debit from the Linked Account via ACH or by other similar means. You further authorize us to debit your Linked Account pursuant to the ACH Authorization and as set forth more fully in Section 2.6 below.
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To help the government fight the funding of terrorism and money laundering activities, U.S. federal law requires that financial institutions obtain, verify, and record Company Data and Personal Data identifying companies and their Beneficial Owners and Control Persons. You agree to provide the required information to use the Services and to open and maintain your AtoB Account and you agree to keep such information current. This information may be shared with Program Partners and Third-Party Service Providers for these purposes. You may be required to verify information previously provided or provide additional information in the course of applying for or receiving certain Services.
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You acknowledge that you have obtained or will obtain appropriate consent and authorization of any person whose Personal Data you provide before sharing such data with AtoB.
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Verification and validation of information
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AtoB and its Program Partners rely on the accuracy of the information you provide when opening and maintaining your AtoB Account. You acknowledge and agree that we may use and provide Company Data and Personal Data to Program Partners and Third-Party Service Providers to validate the information you have provided and determine your eligibility for the Services, as described in more detail in our Privacy Policy.
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We may approve or deny your application or grant you provisional access to the Services or an AtoB Account while your application is pending additional review. In our sole discretion, we may deny your application, interrupt provision of the Services to you, or suspend or close your AtoB Account where the information you provided is incomplete, inaccurate, or out of date.

Consent to electronic signature and communications
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You agree that submitting your application to us for an AtoB Account and indicating consent to this Platform Agreement constitutes your electronic signature. You also agree that your electronic consent has and will have the same legal effect as a physical signature. You further consent to us providing Notices and account statements to you electronically, and understand that this consent has the same legal effect as would a physical signature. You may revoke this consent but, if you do so, we reserve the right to terminate your access to the Services and close your AtoB account.
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Cardholder agreements
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In order to use the Services, your Users must agree to the Cardholder Agreement and be issued and obtain a Card. Users ability to obtain and use a Card may be limited by the Issuer. The availability of the Services is subject to the Cardholder Agreement.

1.3 Prohibited and Restricted Activities

‍Your AtoB Account and the Services may not be (a) used for any purpose that is unlawful or prohibited by this Platform Agreement, (b) used for any personal, family, or household use, (c) used for any transaction involving any Prohibited Activities, (d) provided to or used for 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 the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State, (e) used by third parties unaffiliated with Company, or (f) used for any purpose not related to the business of Company.In our sole discretion, we will not approve and may terminate AtoB Accounts that we know or believe are engaged in any Prohibited Activities or otherwise do not comply with these restrictions. AtoB may limit Company’s use of certain Services or require that you provide additional information to open or maintain your AtoB Account where we suspect Company may be engaged Restricted Activities. We may update the lists of Prohibited Activities or Restricted Activities at any time and without notice. You agree to pay all Fines assessed against AtoB for your violation of the restrictions and requirements of this section or any use of the Services in connection with any Prohibited Activities or Restricted Activities.

‍1.4 Data and Privacy

‍We process Personal Data in accordance with the Privacy Policy. You acknowledge, understand, and agree that we will collect, process, and share Company Data and Personal Data to provide the Services in accordance with this Platform Agreement and the Privacy Policy.

‍2. Managing and Using Your AtoB Account

2.1 Authorized Users

Administrators

‍You must specify at least one Administrator to manage your AtoB Account. Administrators must have, and Company represents that any individual designated as an Administrator has, the requisite organizational power and authority to conduct business and manage Company’s AtoB Account and its use of the Services. In the event that an individual designated as an Administrator no longer has such requisite organizational power and authority, Company must notify us promptly and designate another Administrator for the AtoB Account.Administrators may: add, remove, or manage additional Administrators and Users; view Transactions; view and run reports and download statements; provide or update Company Data; connect Linked Accounts to your AtoB Account; consent to any new or updated terms or conditions contained in this Platform Agreement (if such consent is requested or required) or other agreements or policies incorporated in this Platform Agreement, consent to the Cardholder Agreement, or perform other tasks on Company’s behalf. Administrators must not authorize the use of Company’s AtoB Account or the Services by any Prohibited Person or for any Prohibited Activities. Administrators must monitor Company’s AtoB Account activity and statements as required by applicable Program Terms.

‍Bookkeepers

‍You may authorize individuals to have read-only "bookkeeper access" to certain information about Company’s use of the Services on Company’s AtoB Account. These individuals may view and run reports and download statements.

‍Users

‍Users may use Company’s AtoB Account, transact, and use the Services only for valid, lawful, bona fide business purposes on Company’s behalf. Users may not use the Services for personal, family, or household purposes. Users must accept and comply with the Cardholder Agreement and any other agreement provided by the Issuer or its affiliates.

‍2.2 Responsibility for Use

‍Company is responsible and liable for any actions or failure to act on the part of Administrators, Users, and those using Credentials issued to Users to access Company’s AtoB Account.

Company is responsible for:

Ensuring that Users are aware of and agree to abide by the terms of this Platform Agreement, the Cardholder Agreement, any other agreement provided by the Issuer and its affiliates, and all applicable law and Card Network rules in connection with their use of the Services.
Obtaining appropriate consent and authorization to provide Users’ personal information, and ensuring that Users are aware of and have reviewed the Privacy Policy and understand how we process their personal information.
Ensuring that Users use the Services only for valid, lawful business purposes of the Company and not for any personal, family, or household use.

2.3 Access Safeguards and Credentials

‍You will keep your AtoB Account secure. You agree to only provide access to individuals that you have authorized to use the Services on your behalf. You will take all reasonable steps to safeguard the privacy, confidentiality, and security of User Credentials. You will closely and regularly monitor the activities of Users who access the Services, and you will use all reasonable means to protect Cards, mobile devices, web browsers, and anything else used to access or utilize the Services.

You will ensure that each User has their own unique set of Credentials, keeps those Credentials secure, does not share those Credentials with any other person or third party, and does not reuse Credentials for other services.

You will not allow any unauthorized person to use the Services. You will immediately disable User access to the Services or limit permissions where you know or suspect your AtoB Account has been compromised or may be misused or where you know or believe a User’s Credentials are compromised or lost; and you will promptly notify us of any unauthorized access or use of your AtoB Account or the Services.

‍Security Procedures

‍You are responsible for assessing the security requirements of your business and selecting and implementing Security Procedures appropriate to mitigate your exposure to potential security incidents. This responsibility includes selecting appropriate administrative, procedural, and technical controls that are appropriate to protect Company’s financial accounts including your AtoB Account. AtoB may provide or suggest that you implement certain Security Procedures in connection with your use of the Services. You understand that your responsibility for the security of your business is not diminished by any Security Procedures that we provide or suggest. You agree to review all of the Security Procedures we suggest and choose those that are appropriate to protect Company against unauthorized transactions. If you believe that the Security Procedures we suggest are insufficient for Company then it is your sole responsibility to independently implement additional controls that meet Company’s needs.We may update the Security Procedures at any time, and your continued use of the Services constitutes your agreement to the updated Security Procedures. You agree to review the Security Procedures regularly and contact us with any questions about the Security Procedures.By using the Services, you represent that you have reviewed the Security Procedures and those that you have chosen are commercially reasonable for you to protect against unauthorized transactions. You assume all liability arising from disabling, opting out of, or failing to properly use Security Procedures made available to you or implemented at your discretion.

2.4 Transactions and Activities

‍Users can use Cards for Transactions as allowed under this Agreement up to the amount stated on our website. This amount can change at any time and for any reason without notice to you or a User. The ability to use the Card will be reset upon the completion of a successful ACH debit as set forth below in Section 2.6.

Though we may provide Security Procedures, we cannot guarantee that you will not become a victim of fraud. You are solely responsible for all Transactions initiated through the Services using Credentials and for all Transactions initiated in your name that are authenticated using the Security Procedures you choose.

You will be bound by any Transaction (including any transfer, instruction, or payment order we receive related to the Services), even if it is not authorized, if the Transaction is initiated under your Credentials or processed in accordance with your instructions.

We may help you resolve unauthorized transactions, but you acknowledge and understand that you are responsible for any financial loss caused by Administrators, Users, or other persons given access to the Services or your AtoB Account, and any financial for loss due to compromised Credentials or due to any unauthorized use or modification of your AtoB Account or the Services. AtoB is not liable or responsible to you, and you waive any right to bring a claim against us, for any such losses.

We may suspend access to your AtoB Account or the Services at any time and for any reason, in our sole and absolute discretion, without prior Notice. Some of the reasons we may suspend access to your AtoB Account include: if we believe your AtoB Account has been compromised; if we believe that not doing so may pose a risk to you, AtoB, or any third parties; if Company Data or Personal Data is incomplete, inaccurate, or out of date; if we believe you have violated this Platform Agreement or the law; or if we are required to do so by a Program Partner or by law.

Company’s AtoB Account is commercial in nature, and you acknowledge and understand that consumer protection laws (including the Electronic Fund Transfer Act or Regulation E) and consumer-specific rules (including NACHA rules specific to consumers) do not apply to Transactions on your AtoB Account, your ACH Authorization, or your use of the Services.

2.5 Fees and Disclosures

Fees

‍We may assess Fees for some Programs or Services, including periodic fees, usage fees, service fees, and fees applicable to certain Transactions. We may also assess Fees for late or failed payments, or misuse of your AtoB Account or the Services. We will disclose Fees to you when opening your AtoB Account or otherwise prior to our imposition of Fees. We may update, add, or change Fees upon 30 days' Notice to you. If we choose, in our sole discretion, to waive any Fee, we do not waive our right to impose that same fee in the future. Any accrued or incurred Fees will be reflected on your statements for the applicable Program and included in the amounts you owe AtoB under such Program.

Credit Reporting

We may report Company payment history and performance to one or more credit reporting agencies.
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2.6 Your ACH Authorization

Your ACH Authorization allows us and our successor and assigns to debit your Linked Account for all amounts charged to a Card or incurred by you or a User while using the Services including any charges incurred by other persons given access to the Services (as is explained more fully in Section 2.3).

When Users use the Services and conduct Transactions by using a Card in accordance with the terms of this Platform Agreement, AtoB will request Stripe and/or the Issuer (in accordance with arrangements among us, Stripe and the Issuer) to authorize those Transactions and for the Issuer to pay the related merchants. You hereby provide AtoB authorization to debit your Linked Account for the total amount of all charges incurred by all Users as reflected on our website at the time we initiate the ACH. AtoB, in its sole discretion, may delay when it conducts the ACH debit. The amount of the debit will reflect all charges that have settled in your AtoB account per the terms of this Platform Agreement and the Cardholder Agreement less any credits or refunds, if any. If an ACH debit fails for any reason, you authorize us, our successors and assigns, to reattempt that debit until it is successful, and all charges incurred have been repaid.
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If we are unable to complete an ACH debit for any reason, we reserve the right to suspend or terminate your use of the Services. If you wish to reinstate access, please contact us immediately at support@atob.us or +1 (833) 947 2862 to arrange to make all outstanding payments by other means, or mail payment to:

CELegans Labs, Inc. d/b/a AtoB
4 Embarcadero Center, Suite #1400
San Francisco, CA, 94111

As provided under “The Services; Your Obligations” above, your obligation to pay us shall be your payment obligation to AtoB.
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2.7 Changes to the Services

‍We may add Programs or Services or modify existing Programs or Services at any time. Some of these Services will be subject to Additional Terms. You acknowledge and understand that in order to use certain Services, you must agree to the Additional Terms when we provide them separately from this Platform Agreement, and which will be incorporated by reference and form a part of this Platform Agreement.We do not guarantee that each of the Services will always be offered to you, that they will be available to you, or that you will qualify or be able to utilize any particular Service. Services will change from time to time, and certain Services may be discontinued or others may be added in our sole discretion and without notice.

‍2.8 Notices and Communication

‍We will provide Notices regarding certain activity and alerts to your AtoB Account electronically through your AtoB Account, email, push notification, or via text or SMS to the contact information provided to us by Administrators and Users.

Notices regarding payments, legal terms, and any other important Notices related to your Company’s AtoB Account will be sent to certain Administrators through your AtoB Account or email and are considered received 24 hours after they are sent. You understand that you may not use the Services unless you consent to receive Notices, including SMS or text messages, electronically. You may only withdraw consent to receive Notices electronically by closing your AtoB Account.

We may send Notices to Users’ mobile phones through push notifications, text or SMS messages to the mobile phone numbers provided to us by Administrators or Users. These Notices may include alerts about Services or Transactions, and may allow Administrators and Users to respond with information about Transactions or Company’s AtoB Account. You authorize Users to take any available actions, subject to limitations based on permissions and authorization. Users may elect to not receive certain Notices via text or SMS, but this will limit the use of certain Services and may increase the financial risks to Company including losses caused by lost or stolen Credentials.

We may send text or SMS messages to Users in connection with use of Credentials (such as through multi-factor authorization), to allow us to verify their identity, to provide other information about your AtoB Account or in connection with Programs, and for other purposes that we identify and that are available through your AtoB Account.

Administrators and Users are required to maintain updated web browsers, computers, and mobile device operating systems to receive Notices correctly. Administrators and Users are responsible for all costs imposed by their respective Internet or mobile service providers for sending or receiving Notices electronically.

Contact us immediately at support@atob.us or +1 (833) 947 2862 if you are or believe you are having problems receiving Notices.

‍2.9 Updates to Company Information

Providing information

‍You will keep Company Data and each User’s Personal Data current, complete, and accurate in your AtoB Account at all times whether we provide you with full or provisional access.At any time during the term of this Platform Agreement and your use of the Services, we may require additional information from you, including Company Data (such as copies of government-issued identification, business licenses, or other information related to your business) and Personal Data (such as copies of government-issued personal identification and proof of address) to verify Beneficial Owners or Control Persons, validate information you provided, verify the identity of Administrators or Users, and assess Company’s financial condition and business risks.

‍Notification of corporate and business changes

‍Company must be duly organized and in good standing under the laws of its jurisdiction of organization throughout the term of this Platform Agreement. You will promptly notify us in writing if any of the following occur:

The nature of your business changes significantly
There is a change of Beneficial Owners or Control Persons
There is a material change in the control or ownership of your business (whether direct or indirect) or you transfer or sell 25% or more of your total assets
There is a planned or anticipated liquidation or voluntary bankruptcy or insolvency proceeding
You are party to a dispute or are involved in a regulatory proceeding in which claims are asserted that would, if sustained in a legal or regulatory proceeding or alternative dispute resolution forum, result in a material impact to Company’s financial condition
You receive a judgment, writ or warrant of attachment or execution, lien, or levy against 25% or more of your total assets
You begin engaging in any Prohibited Activities or Restricted Activities