TERMS OF USE

AGREEMENT TO TERMS

Welcome to Quolum! We invite you to access our website and use our services, however, the said access and use shall be subject to your agreement with the Terms specified herein. These Terms, together Quolum’s Privacy Policy (collectively, “Terms”) constitute a legally binding contract between Quolum, Inc., a Delaware corporation and you and govern your access to and use of https://quolum.com and other Quolum-related sites (the “Website”), any and all text, graphics, images, audio, video, information (collectively “Content”) and any functionality and other services /materials offered on or through the Website (Collectively referred to as "Services", including Website).

Throughout this document, the words “Quolum” “us,” “we,” and “our,” refer to our company, Quolum Inc., a Delaware corporation and our Services, as is appropriate in the context of the use of the words. The words “you”, “your” means the users of our Services, including enterprise customers (“Corporate Members”) and their authorized users (“Authorized Users”).

By using or accessing our Website and our Services, you acknowledge that you have read, understood and accept these Terms in full. If you do not agree with these Terms or any part thereof, you must not use our Website or any Services. Upon your acceptance, you are granted a limited, non-exclusive, non-transferable, non-sublicensable license to: (i) access and use the Website / Service and (iii) view the Content, in each case solely for your personal and non-commercial use unless otherwise specified hereunder.

1. Service Overview

   Quolum offers Corporate Members a SaaS management program consisting of (i) issuance through Marqeta, Inc. or Sutton Bank (each, an “Issuer”) of a VISA-branded reloadable virtual debit card (the “Virtual Card”) for the Authorized Users to make digital purchases for the Corporate Member; and (ii) if subscribed, provision of software consumption monitoring system as further described below (the “Subscribed Service”).

   The Virtual Card allows the Authorized Users to pay for digital purchase of SaaS applications such as Zoom, Slack, Dropbox, Facebook Ad, and other pre-approved vendors as determined by the Corporate Member (each, an “Approved Vendor”).

   The subscribed Subscribed Services offers the following features:

   1. Identify Spending Pattern: Gather spend data by the Authorized Users and track how much the Corporate Member spends on Approved Vendors on an ongoing basis.
   2. Monitor Consumption: Monitor how many units of an Approved Vendor’s SaaS applications feature are being used by employees.
   3. Provide Insights and Recommendations: Based on the spending patterns and utilization of Approved Vendors’ SaaS applications, provide recommendations to optimize the Corporate Member’s spending on the Account dashboard, such recommendations may include identifying duplicate applications performing substantially similar functions, unused applications, and potential discounts for different subscription terms.

   The Corporate Member may add or remove Authorized Users and Approved Vendors and view the foregoing information generated by the Subscribed Services on the dashboard.

   For Quolum to provide the Subscribed Services to you, the Corporate Member acknowledges and agrees that its Account will be connected via Plaid with the Corporate Member’s account with the Issuers.

   The product is currently supported for businesses that are registered in US and Canada and legal residents of US and/or Canada.

2. Account

   Only an authorized representative of the Corporate Member may register to create an account for the Corporate Member (“Account” and such representative, the “Corporate Representative”). When registering on behalf of a Corporate Member, you agree to: (a) provide true, accurate, current and complete information as required for the registration (“Account Info”) about yourself and the Corporate Member, and (b) maintain and promptly update the Account Info to keep it true, accurate, current and complete. The Corporate Representative and any Authorized Users may register an Account using applicable Single Sign-On credentials (currently Google Suite, Azure AD, Okta) as permitted by the Corporate Member. If the Corporate Representative or any Authorized Users provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate the Corporate Member’s Account and the access by the Authorized Users and refuse any and all current or future use of the Services (or any portion thereof) by the Corporate Member.

   You may not allow any third party (other than Authorized Users) to access or use the Virtual Card on Corporate Member’s behalf. The Corporate Member is responsible for (i) all data, including any personally identifiable information of any Authorized Users uploaded or posted on the Account and all activity that occurs under its Account; (ii) maintaining the security of its Account login credentials; and (iii) promptly notifying us upon becoming aware of any unauthorized use of, or access to, the Subscribed Service through its Account.

3. Subscription Fees

   By subscribing to the Subscribed Service, you agree to the term, pricing, payment, and billing policies set forth (a) herein, (b) on the Website (including our pricing page). The use of various offerings within our Services may be subject to additional terms as set forth on the Website (such additional terms being incorporated herein by reference). All fees paid for the Subscribed Services are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars. You are solely responsible for the payment of, and shall pay when due, all applicable sales and use taxes and similar fees now in force, enacted or imposed in the future on the delivery of Services and/or any related transactions. Please be aware that any payment information you submitted may be stored, collected, and processed by our third-party payment processor are currently Plaid (each such payment processor, a “Payment Processor”). You may review how Plaid uses your personal information by accessing its privacy policy here: https://plaid.com/legal/.

4. Virtual Card Use Policy

   Authorized Users may only use Virtual Cards for bona fide business-related payments (“Payments”). The Corporate Representative is responsible for adding or removing Authorized Users in the dashboard of the Corporate Member’s Account. The Corporate Members are solely responsible for all Payments made by any individuals given access to Cards even if they are not an Authorized. User. Quolum, the Issuers, VISA may deny or reverse Charges for any reason. Quolum is not responsible for any losses, damages, or harm caused by a payment that is denied or reversed.

   You are responsible for payment in full of all Payments and any other fines, fees, penalties or other charges imposed by the Issuers or other regulatory authority arising from your breach of these Terms or other agreements you have with Quolum or the Issuers (collectively, “Fines”). You expressly authorize your Connected Account tol be automatically debited for the full amount of such Payments and Fines on a monthly basis through the use of Plaid’s APIs. Please review Plaid’s terms of service and end-user privacy policy available here for further information: https://plaid.com/legal/#consumers.

   The Corporate Member agrees to be bound and will cause its Authorized Users to be bound by the applicable Quolum Card Program Agreement as follows:

   1. Sutton Bank: https://quolum.com/cardholder-agreement

   For more information about the Issuer’s privacy practice, please review the Issuer’s privacy policies provided below:

   1. Marqeta: https://www.marqeta.com/privacy
   2. Sutton Bank: https://www.suttonbank.com/_/kcms-doc/85/49033/WK-Privacy-Disclosure-1218.pdf

   The Virtual Card may not be used to make any purchases from the following countries: [LIST]

5. Privacy Policy

   You are requested to take time out to visit our Privacy Policy, which is not part of these Terms but is incorporated here only by reference as it, nevertheless, forms an integral part of the Terms.

6. Eligibility

   You may use and access our Website, if you are over 13 years of age or if you are authorised personnel of any corporate entity and are not barred from receiving services under applicable law. You further affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth herein these Terms, and to abide by and comply with the same. If for any reason, we, in our sole discretion, believe you do not meet the eligibility requirements set forth above, we reserve the right, without provision of any notice to you to restrict your access. If you do not meet the eligibility requirements, we have no obligations to you under the Terms.

7. Changes to the Terms

   We may modify these Terms from time to time to reflect changes in market conditions affecting our business, changes in our business, changes in payment methods, changes in technology, changes in relevant laws and regulatory requirements and changes in our system. If we do so we may notify you by email to the email address you have provided us with, however we are not obliged to, and such modification shall be effective upon our publishing of the revised Terms on the Website. You agree to be bound by and changes to these Terms when you use our Website and Services after any such modification is posted on the Website. It is therefore important that you review these Terms regularly to ensure you are updated as to any changes.

8. Service Access

   We endeavor to ensure that this Website is available 24x7, 365 days a year, but shall not be liable if for any reason this Website is unavailable at any time for any period of time. Quolum cannot guarantee that the Service will be fault-free. If a fault occurs in the Service, you should report it to us, and we will attempt to correct the fault as soon as we reasonably can. Your access to the Service may occasionally be restricted to allow for repairs or maintenance. Quolum will attempt to restore the service as soon as it reasonably can.

9. Viruses and Malware

   Quolum recommends that you install appropriate defenses against viruses and other malware before you access or download any information from this Website. Quolum shall accept no liability for any virus or malware contracted a result of visiting this Website or any other web site and will not be liable for any claim, loss, damage, costs or expenses suffered or incurred by any person as a result of the presence of any virus or malware on this Website or another website.

10. Disclaimer of Warranties

    The Content and the Services are provided “as is” and “as available” basis and we hereby disclaim all warranties, either express or implied, including but not limited to implied warranties/conditions of accuracy, merchantability and fitness for a particular purpose or any other warranties or conditions implied by applicable law, with respect to the Content and the Services. We do not warrant or undertake that the Services or any other materials provided pursuant to these Terms will meet your requirements or that they or their access or use will be uninterrupted, free from viruses, bug or error or completely secure. Except as expressly provided in these Terms, the entire risk as to the products, the Services and any other materials provided by Quolum, is with you, including for quality and performance and for accuracy or quality of any information transmitted, received or otherwise delivered via the Services. You further understand and agree that neither Quolum nor its suppliers nor any of its employees is responsible or liable for any claim, loss, damage, costs or expenses resulting from its use.

    All information provided to you through the Services, Content or on the Website is provided only as of the date published and may be superseded by subsequent events or for other reasons.

11. Linking to Our Website

    You may share the link of our Website on public platforms, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

    If you wish to make any use of Content available on our Website, please address your request to content@quolum.com.

12. Links to Other Sites

    Where our Website contains links to other sites and resources provided by third parties (“Third – Party Sites”), these links are provided for your information purposes only. Links to these Third-Party Sites does not constitute our endorsement of them or of any content within them. When you access the Third-Party Sites, you will do so at your own risk. We have no control over the contents of those Third-Party Sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. Any use of Third-Party Site is governed solely by the terms and conditions of such Third-Party Site (and you shall comply with all such terms and conditions), and any contract entered into, or any transaction completed via any Third-Party Site, is between you and the relevant third party, and not Quolum. Quolum makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Site or any transactions completed and any contract entered into by you with any such third party.

13. Security

    Internet transmissions are never completely private or secure and there is a risk, therefore, that any message or information you send to us from the Website may be intercepted and potentially read by others. We will have no liability in respect of any transmissions you send to us and you do so entirely at your own risk.

14. Information Relating to Any Third Party

    You undertake not to either include or otherwise disclose any confidential information or personal data relating to third parties in connection with your use of the Services without that third party's express written consent.

15. Limitation of Liability

    YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ANY OTHER DAMAGES ARISING OUT OF YOUR USE OF THE WEBSITE OR SERVICES. ADDITIONALLY, WE ARE NOT LIABLE FOR DAMAGES IN CONNECTION WITH (I) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE; (II) LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; AND (III) THIRD PARTY THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF YOUR INFORMATION OR PROPERTY, REGARDLESS OF OUR NEGLIGENCE, GROSS NEGLIGENCE, FAILURE OF AN ESSENTIAL PURPOSE AND WHETHER SUCH LIABILITY ARISES IN NEGLIGENCE, CONTRACT, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. THE FOREGOING APPLIES EVEN IF QUOLUM HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE DAMAGES. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR THE DAMAGES, OUR LIABILITY IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL QUOLUM’S CUMULATIVE LIABILITY TO YOU EXCEED THE TOTAL PRICE YOU HAVE PAID TO US IN THE LAST TWO MONTHS FOR ANY OF OUR SUBSCRIPTION SERVICE, AND IF NO PURCHASE HAS BEEN MADE BY YOU, OUR CUMULATIVE LIABILITY TO YOU SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (USD 100.00).

16. Indemnification

    You shall indemnify and hold us harmless from and against any and all losses, damages (actual and consequential), settlements, liabilities, costs, charges, assessments and expenses (including legal and other professional fees), arising from or in any way related to any third-party claims relating to your use of any of the Services, any violation of these Terms or any other actions connected with your use of the Website, Service or Content. In the event of such claim, we will endeavor to provide notice of the claim, suit or action, provided that any failure to deliver such notice to you shall not eliminate or reduce your indemnification obligation hereunder.

17. Intellectual Property Rights

    In agreeing to these Terms, you also agree that the rights in the Website, Content and Services, including all intellectual property rights, such as trademarks, patents, designs and copyrights, are protected by one or more of copyright, trademark, patent, trade secret and other laws, regulations and treaties, in addition to these Terms. In particular, you agree not to: (i) modify, publish, transmit, participate in the transfer of or sale of, create derivative works of, distribute, display, reproduce or in any way exploit in any format whatsoever any of the Content (in whole or in part without our prior written consent), disassemble, reverse engineer, tamper with, decompile or otherwise attempt to extract source code from our Website, unless you are expressly permitted to do so; (ii) gain, or attempt to gain, unauthorized access to any servers, computer systems or databases utilized in connection with the Service; (iii) circumvent any technological measure implemented; (iv) disable, overload, or impair the infrastructure or proper functioning of the Service; (v) access, or attempt to access, the Service using automated means (such as harvesting bots, robots, spiders, or scrapers); (vi) copy, reproduce, modify, use, display, mirror or frame the Service or any individual element within the Service, the Content, Quolum’s name, any Quolum trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Quolum’s express written consent.

18. Feedback and Information

    Any feedback you provide at this site shall be deemed to be non-confidential. Quolum shall be entitled to unrestricted use of any and all comments, suggestions, ideas, concepts with respect to the Service or Content disclosed or offered or submitted by you to us (collectively, “Suggestions”). We may use the said Suggestions for any and all purposes whatsoever, commercial or otherwise, without any payment or other obligation to you or any other person involved with the Suggestions.

19. No Waiver

    Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

20. Severability

    If any provision of these Terms is judged to be invalid, illegal or unenforceable, this shall not affect or impact the continuation in full force and effect of the remainder of the provisions.

21. Governing Law

    You agree that all matters relating to your access to or use of the Website, including all disputes, will be governed by the laws of the United States and by the laws of the State of California without regard to its conflicts of law’s provisions.

    You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the State of California without regard to its conflicts of law’s provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Alameda County, California, and waive any objection to such jurisdiction or venue. The preceding provision regarding venue does not apply if you are a consumer based in the European Union. If you are a consumer based in the European Union, you may make a claim in the courts of the country where you reside. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Claims made under the separate terms and conditions of purchase for goods and services are not subject to this limitation. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between Apple and you arising out of or in connection with your use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

22. Formal Claims

    We encourage you to contact us directly if you have any concerns with respect to the operation of the Website or our Service or our Subscription Service.

    However, if you conclude that we have not satisfied your concern and that you must pursue legal action, you agree that your claim must be resolved by the processes set forth in these Terms. You agree that prior to initiating any formal proceedings against Quolum, you will send a notice to our attorneys at the provided address and state that you are providing a “Notice of Dispute.” Upon receipt of a Notice of Dispute, you and we shall attempt to resolve the dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. If the dispute remains unresolved, either you or we may initiate formal proceedings according to these Terms.

    Except where our dispute is being resolved pursuant to an arbitration (as provided below), you agree that any claim or dispute you may have against Quolum must be resolved exclusively by a state or federal court located in Alameda, California. You agree to submit to the exclusive personal jurisdiction of the courts located within Alameda, California (and, for the avoidance of doubt, to exclude the jurisdiction of any other court) for the purpose of litigating all such claims or disputes.

23. Dispute Resolution

    If the Parties are unable to resolve a dispute through informal negotiations, the dispute (except those disputes expressly excluded herein) will be finally and exclusively resolved by binding arbitration. You understand that without this provision, you would have the right to sue in court and have a jury trial. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined to by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Alameda, California. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

    If for any reason, a dispute proceeds in court rather than arbitration, the dispute shall be commenced or prosecuted in the state and federal courts located in Alameda, California, and the parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms.

    In no event shall any dispute brought by either party related in any way to the Website be commenced more than 180 days after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither party will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the parties agree to submit to the personal jurisdiction of that court.

24. Special Notice for California Users

    Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

25. Entire Agreement

    These Terms and any notices raised by us on our Website from time to time constitute the entire agreement between you and Quolum regarding the use of this Website and our Services, except for, and then only to the extent that you have entered into a Subscription Agreement in connection to the Subscription Service. These Terms supersede any prior agreements or earlier versions of these Terms between you and Quolum for the use of the Service as of the Effective Date indicated at the top of these Terms. If, through accessing or using the Website or our Services, you utilize or obtain any product or service from a third party, you may additionally be subject to such third party’s terms and conditions applicable thereto, and these Terms shall not affect your legal relationship with such third party.

26. Contact Us

    You may contact us via email at business-terms@quolum.com or at:

    Quolum, Inc.
    3001 Bishop Dr
    San Ramon, CA 94583
    United States
    Phone: +1 925-364-5456