By clicking “Agree” or using the Payment Services, you agree to these General Payment Terms & Conditions (the “Payment Terms”), which constitute an agreement between you and Critical Member LLC dba Source Carbon, and its successors, assigns, and present and future affiliates (“Source”).

1. Definitions. Capitalized terms used in these Payment Terms and not otherwise defined have the meanings ascribed to them in the Account Agreement. In these Payment Terms:

• “We,” “us,” and “our” means Source.

• “Account” means any deposit account or other account held by you at any depository institution that you provide to us or any credit card account held by you.

• “Electronic Service” means each product and service we offer that you apply for, use, administer or access using the Internet, a website, email, messaging services (including text messaging), and/or software applications (including applications for mobile or hand-held devices), either now or in the future, including, but not limited to, the Client Portal and the Payment Services.

• “Payment Services” means each service provided to you by us, through the Client Portal or otherwise that may enable you to make electronic payments, credits, or debits to us or to receive payments or refunds from us in connection with any account or similar obligation.

• “One-Time Payment” means any authorization given by you to us to initiate a single, one-time debit entry from your Account or a credit card charge to your Account for the payment of any obligation to us.

• “Autopay Payment” means any authorization given by you to us to initiate multiple, recurring debit entries from your Account or multiple, recurring credit card charges to your Account for the payment of any obligation to us, which such recurring payments we will initiate without further action or authorization by you.

• “Payment Request” means any authorization given by you to us to initiate a One-Time Payment or authorization given by you to us to initiate an Autopay Payment.

• “Third-Party Providers” means any affiliated or unaffiliated third-party engaged by Source to effectuate all or any portion of the Payment Services.

2. Payment Services. The Payment Services are intended solely to allow you to make One-Time and Autopay Payments. We will initiate One-Time Payments and Autopay Payments on your behalf pursuant to these Payment Terms.

3. All Payments Final. You agree that all Payments are final and no Payments will be refunded.

4. Errors Your Responsibility. You agree that all errors, mistakes, acts and omissions concerning your access to, and use of, the Client Portal and the Payment Services shall be solely and exclusively your responsibility and that you will have no recourse, right of claim or demand, or entitlement to any remedy, redress or compensation by, or from, us or any Third-Party Provider in connection with your use of the Payment Services. We will have no liability due to inaccurate entry of information by you, or for any other reason. If there is any missing or erroneous information regarding your Account, you authorize us to verify and correct such information, but you acknowledge that we have no obligation to do so and no liability in connection with any act or omission related to correcting any Account information. Further, we will have no liability in the event that any Payment is deemed late due to the timing of your submission of a Payment Request, due to any delay in effectuating the Payment, or for any other reason. To assure timely Payments, you must have sufficient available funds in your Account and submit a Payment Request before the date any Payment to us is required to be made. We will have no liability in the event that a Payment Request cannot be completed due to insufficient funds in your Account.

5. Your Representations. Each time you make a Payment Request, you make the following representations to us:

• You certify that you are an owner or authorized signer for your Account. You acknowledge that your Account is a valid, open and active checking account, demand deposit account, or similar account held at a bank or a valid, open and active credit card line and that your consent alone is sufficient to authorize withdrawals from, debits to, or charges to your Account.
• You agree to maintain a sufficient balance in your Account or sufficient available credit on your Account to make every One-Time Payment and every Autopay Payment authorized by you in connection with the Payment Services.
• You agree not to use or attempt to use the Payment Services for person-to-person payments, business-to-business payments, or any other purpose.

6. Our Disclaimer. You agree that the Client Portal and the Payment Services are provided to you without any duty, obligation, responsibility, representation, warranty or covenant from us, or any Third-Party Provider, in any manner, concerning the quality of the Client Portal or the Payment Services, the suitability or fitness of the Client Portal or the Payment Services for any purpose whatsoever, that the Client Portal or the Payment Services shall be error free, that the Client Portal or the Payment Services shall not breach, infringe or violate any rights (whether contractual, intellectual property or other rights) of any persons whatsoever, or that the Client Portal or the Payment Services shall be of a merchantable quality. You hereby understand, accept and agree with all such denials and disclaimers, and exemptions from any associated responsibility and liability, as being fair and reasonable in the circumstances of your access to, and use of, the Client Portal or the Payment Services.

7. SERVICES AS-IS. THE PAYMENT SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE PAYMENT SERVICES IS AT YOUR SOLE AND ABSOLUTE RISK.

8. Unauthorized Access. You agree to protect, keep secure and confidential all Site and Payment Services access and use information confidential and secure, including access codes, passwords or other personal identification information that may be required for you to access and use the Site and Payment Services. You agree that we are not responsible for or liable to you for any unauthorized access to or use of the Client Portal, the Payment Services, or your Account by individuals acting as us or using your access and information.

9. Reinitiating Rejected Payments. In the event that any Payment Request is rejected, you authorize us to reinitiate the Payment Request up to two times. However, you agree that we are under no obligation to reinitiate any rejected Payment Requests. If any Payment Request is rejected, returned, or otherwise not honored for any reason, you remain responsible for such Payment.

10. Financial Institution Fees. If any Payment Request made by you is not honored or cannot be processed for any reason, including not enough money in your Account, your financial institution may impose a fee. We are not responsible for any fees you incur from the financial institution that holds your Account in connection with any rejected payments, including any reinitiated Payment Requests, which may result in multiple fees from your financial institution.

11. Revised Terms. You agree that in exchange for your use of the Client Portal and the Payment Services, we may amend these Payment Terms from time to time, at any time, and without notice. Any Payment Services will be governed by the Payment Terms in effect at the time that we effectuate any Payment Services on your behalf. Your continued use of the Client Portal and the Payment Services will constitute your assent and agreement to any revisions to these Payment Terms.

12. Payments, Affiliates & Third-Party Providers. By using the Payment Services, you consent to our use of any Third-Party Provider and to the collection, use, storage, disclosure and distribution of your confidential information to any Third-Party Provider, in connection with the performance of the Payment Services.

13. Payment Services Limitations. We reserve the right, subject to applicable law, to implement transaction limits, limit, block or place a hold on certain types of transfers or transactions, limit, suspend or block transfers or payments by you, and/or suspend your access to the Payment Services at any time and in our sole discretion.

14. No Assignment. Your right to access and use the Payment Services is may not be assigned, delegated or transferred by you to any other person without the prior express written consent of us.

15. No Criminal Purpose. You shall not access or use the Payment Services for any purpose that does not fully comply with all applicable laws, including for any purpose that is illegal, criminal, fraudulent or harmful to any person.

16. Choice of Law. These Payment Terms shall be governed by and construed in accordance with the laws of Delaware, without regard to its conflict of laws principles.