CORPAY COMPLETE TERMS OF USE

1. Your Agreement to use Corpay Services
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1.1 Accuralify, Inc. d/b/a Corpay (“Corpay”) owns and operates the websites located at www.Corpay.com, www.accrualify.com, www.app.accrualify.com, www.complete.corpay.comand other locations on the Internet (collectively, the “Site”), which hosts a software as a service (Saas) product, Corpay Complete™, that provides a platform of tools to enable you to accept, elect, track, transact, and perform certain other administrative functions related to your corporate payments and spend management process. The Site, together with any other products and services offered by Corpay in relation thereto, are collectively referred to as the “Service”. Your use of the Service is subject to the terms set forth herein (the “Terms”) and to the legal agreement (Master Services Agreement and attached exhibits (collectively, the “MSA”)) executed between your Company/employer and Corpay.
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1.2 “We” or “us” refers to Corpay. Corpay has a principal place of business at 333 South B Street,Suite 101, San Mateo CA 94401.

1.3 “You” or “user” shall refer to you as a Service user authorized by your Company/employer to access and use the Service on behalf of or as relating to your Company/employer.

1.4 Unless otherwise agreed in writing with Corpay, your use of the Service at a minimum requires agreement to the terms and conditions set out in this document.
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1.5 The terms of our Privacy Policy, available at https://Corpay.com/Corpay-privacy-policy/, and the terms of any Legal Notices applicable to the Service, are incorporated herein as if set forth in full.
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2. Accepting the Terms

2.1 By accessing the Site or availing yourself of the Service in any manner, you agree that you have read, understood, and agree to be bound by and comply with the Terms. If at any time you do not agree to these Terms, you must immediately terminate and discontinue your use of theService.
2.2 You may not use the Service and may not accept the Terms if (a) you are not of legal age to form a binding contract with Accrualify or are not fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms, (b) you are a person barred from receiving the Service under the laws of the United States or other countries including the country in which you are resident or from which you use the Service; or (c) you have previously been removed or suspended from the Service for any reason.

2.2 You may not use the Service and may not accept the Terms if (a) you are not of legal age to form a binding contract with Corpay or are not fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms, (b)you are a person barred from receiving the Service under the laws of the United States or other

2.3 Corpay grants you the right to download, view, and print a single copy of Corpay Content (as defined below) from the Service, solely for your personal use in connection with viewing the Site and using the Service.
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3. Language of Terms
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3.1 Where Corpay has provided you with a translation of the English language version of theTerms, then you agree that the translation is provided for your convenience only and that theEnglish language versions of the Terms will govern your relationship with Corpay.

3.2 If there is any contradiction between what the English language version of the Terms says andwhat a translation says, then the English language version shall take precedence.
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4. Provision of the Service by Accrualify
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Corpay has subsidiaries and affiliated legal entities around the world (“Subsidiaries and Affiliates”). Sometimes, these companies will be providing the Service to you on behalf of Corpay itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Service to you.
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5. Use of the Service

5.1 You agree to use the Service only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the UnitedStates or other relevant countries).

5.2 You agree that you are solely responsible for (and that Corpay has no responsibility to you, your Company, or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Corpay may suffer) of any such breach.

5.3 You agree not to use the Service for any unlawful purpose or in anyway that might harm, damage, or disparage any other party. Without limiting the proceeding sentence, you agree that you will not, whether through the Sites, the Service, or otherwise, do or attempt to:
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• A. Undertake, cause, permit or authorize the modification, creation of derivative works,translation, reverse engineering, decompiling, disassembling or hacking of the Site orService, Corpay Content, the Service, or any other part thereof, except and solely to theextent permitted by law, or otherwise attempt to use or access any of the Service otherthan as intended;
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• B. Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of any part of the Service, or features that enforce limitations on the use of the Service or any content there in;
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• C. Bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Service;
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• D. Use any robot, spider, scraper, or other automated means of any kind to access or scrape the Service, except by bona-fide search engines periodically indexing the Service as part of a process of indexing sites and services available on the internet generally, and in such a case solely in accordance with our Robots.txt file and any other posted guidelines;
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• E. Publish, distribute or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, unlawful, offensive, immoral or otherwise objectionable material or information;
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• F. Create a false identity or impersonate another for the purpose of misleading others as to the identity of the sender or the origin of a message, including, but not limited to, providing misleading information to any feedback or rating system employed through theService;
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• G. Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancel bots, or any other harmful or deleterious software programs;
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• H. Upload or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material, whether by posting such material on the Service or other wise;
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• I. Upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation (commercial or otherwise); or
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• J. Use the Site in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations, or the rights of any third party

6. Your Passwords and Account Security

6.1 In order to use certain features of the Service, you must register for an account on the Service pursuant to the MSA. Your account is personal to you, and you may not transfer your account to another person, share it with anyone, or use it to impersonate anyone. You agree that you will provide us with accurate, up to date account information (such as your real name, valid e-mail)and that you will update your account information as necessary. We may terminate your account if we are unable to verify or authenticate the information you provide to us.
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6.2 You agree to protect your account by guarding your password, and to change it as soon as possible if you believe its security has been compromised. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your account ID or password), you shall immediately change your password and notify Corpay. We may communicate with you via email and any other similar technology for purposes relating to your account or any other services we provide to you.
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7. Privacy and Your Personal Information
 

7.1 For information about Corpay’s data protection practices, please read Corpay’s privacy policy at https://Corpay.com/Corpay-privacy-policy/. This policy explains how Corpay treats your personal information, what information Corpay collects about you, and how Corpay protects your privacy, when you use the Service.

7.2 You acknowledge, consent and agree that Corpay may access, preserve and disclose your account information if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary or in the interest of Corpay or a third party to(a) comply with legal process; (b) enforce the Terms; (c) to respond to your requests for customer service; (d) to perform certain transactions or services you requested; or (e) investigate or protect the rights, business interests, property or personal safety of Corpay, its Users and the public.
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8. Content in the Service
 

8.1 The Service is owned and operated by Corpay. The content, visual interfaces, features, information, graphics, design, compilation, computer code, software, products, and all other elements of the Service provided by Corpay (“Corpay Content”) are the valuable proprietary and intellectual property of Corpay or its licensors. Certain content linked to by the Service may be owned by third parties, as described in more detail below. Corpay Content is protected by applicable international, federal, and state laws, rules, and regulations relating to intellectual or proprietary property, including, but not limited to, patent, copyright, trademark and trade secret laws. You agree not to reproduce, distribute, display, revise, create derivatives of, copy, publish, sell, license, or edit any such Corpay Content. Any attempt to download, print, publish or maintain the Corpay Content from the Service in violation of these Terms or any applicable license, to distribute copies of such content, information or software or to otherwise exploit the Corpay Content in violation of the intellectual property or proprietary rights of others is strictly prohibited.

8.2 The Service may provide access to references or links to other web sites, content, resources, and advertisements provided by third parties (“Third Party Content”) not controlled by Corpay.Corpay provides such references and links as a convenience to you and should not be considered endorsements of such sites or any Third Party Content, products or information offered on such sites. When you use or access Third Party Content and services, you may be subject to additional third-party terms and policies. You should carefully review any applicable terms and policies, including any relevant privacy policies, associated with any Third Party Content or third party web sites, software, or services that you may utilize. You acknowledge and agree that Corpay is not responsible for any aspect of the information or content, including financial advice or financial services, contained in any Third Party Content or on any third party sites accessible or linked from the Service. Your correspondence or business dealings with or participation in promotions of advertisers found on or through the Service are solely between you and such advertiser. YOU AGREE THAT YOUR USE OF THIRD PARTY CONTENT IS AT YOUR OWN RISK AND CORPAY WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT IN CURRED AS THE RESULT OF ANY SUCH USE OR DEALINGS.
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8.3 Nothing in these Terms gives you a right to use any of Corpay’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features
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9. Updates and Availability
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9.1 We may from time to time, in our sole discretion, develop and provide Service updates, which may include upgrades, bug fixes, patches or other error corrections, or new features. We may add or remove features or requirements and we may suspend or stop a feature altogether. You agree that we have no obligation to provide any updates or to continue to provide or enable any particular features or functionality. You agree that all updates will be deemed part of the Service and subject to these Terms. You acknowledge that the Service may, from time-to-time, be unavailable due to events like scheduled and unscheduled maintenance, system upgrades, internet outages, and other reasons, some of which are beyond our control. Corpay cannot, and does not, guarantee any specific minimum availability of the Service.
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9.2 We reserve the right, at our sole discretion, to modify or replace these Terms at any time. Any changes to these Terms will become effective upon posting of revised terms on this Site.
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10. Customer Support
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For questions regarding your account or the Service, you may contact Corpay by emailingsupport@corpay.com during normal business hours 8am CST- 6pm CST.

For vendor support questions, please email: paymentsupport@corpay.com
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11. Ending Your Relationship with Corpay
 

11.1 The Terms will continue to apply until terminated by either you, your Company/employer or Corpay, as set forth below.

11.2 If you are dissatisfied with the Service, then please let us know by e-mailing us at support@corpay.com. Your only remedy with respect to any dissatisfaction with (i) the Service,(ii) any of these Terms, (iii) any policy or practice of Corpay in operating the Service, or (iv) any content or information transmitted or made available through the Service, is to terminate your use of the Service. You may terminate your use by closing your account and discontinuing your use of any and all parts of the Service, or by providing Corpay with notice of termination at support@corpay.com pursuant to the termination provisions set forth in the MSA.
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11.3 Unless otherwise agreed to in writing with Corpay, Corpay, in its sole discretion and for any reason or no reason, may terminate any your account or any other user account (or any part there of) your Company/employer may have on the Corpay Service, disable access to the Corpay Service (or any part thereof), discontinue the Service and any related services including support(or any part thereof), or terminate any license or permission granted to you for such use, at anytime, with or without notice. You agree that Corpay shall not be liable to you or any third-party for any such termination. Without limiting the generality of the foregoing, Corpay may terminate access to the Service in cases of actual or suspected fraud, or violations of these Terms or other laws or regulations, and any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Corpay may have at law or in equity.
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11.4 Upon termination of these Terms, any provision or policy which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Section 5.2, 7.2, 8.1, 9.2-9.9, 10, 11, 13-17, and 19-21.
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12. Indemnification
 

12.1 You agree to indemnify and hold harmless Corpay and its parent, subsidiaries, affiliates or any related companies, licensors and suppliers, and their respective directors, officers, employees, agents, representatives, and contractors, from all damages, injuries, liabilities, costs, fees and expenses (including, but not limited to, legal and accounting fees) arising from or in anyway related to (i) your use or misuse of the Service (including your use or misuse of Third PartyContent); and (ii) your breach or other violation of these Terms including any representations, warranties and covenants herein. Corpay reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You may not settle any matter without the prior written consent from Corpay. Corpay will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

13. Disclaimers
 

13.1 THE SERVICE (INCLUDING, WITHOUT LIMITATION, THE SITE, CORPAY CONTENT, OR ANY OTHER SERVICE OR INFORMATION PROVIDED BY CORPAY), THIRD-PARTY CONTENT, AND ANY OTHER SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE, ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS”BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED,OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY,RELIABILITY, OR OTHERWISE. NEITHER CORPAY NOR ANY THIRD-PARTY PROVIDER OF INFORMATION GUARANTEES THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY CONTENT, NOR ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

13.2 TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CORPAY AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT. CORPAY AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE SERVICE OR ANY PART THEREOF, INCLUDING, BUT NOT LIMITED TO, THE SITE, CORPAY CONTENT, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, SOFTWARE, CONTENT, OR DATA THROUGH THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FORANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM, MOBILE PHONE, ORANY OTHER DEVICE OR PERIPHERAL USED IN CONNECTION WITH THE SERVICE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
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14. Limitation of Liability
 

14.1 IN NO EVENT WILL CORPAY OR ITS OFFICERS, DIRECTORS, LICENSORS OR SUPPLIERS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR ACCESS OF OR INABILITY TOUSE OR ACCESS THE SERVICE OR ITS CONTENT, INCLUDING USER OR THIRD PARTY CONTENT, ORANY OTHER LINKED WEB SITE, APPLICATION, OR OTHER SERVICE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, OR OTHERWISE, WHETHER BASED INTORT, CONTRACT OR OTHER LEGAL THEORY, EVEN IF CORPAY OR ITS LICENSORS OR SUPPLIERS IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER AGREE THAT THE TOTAL AGGREGATE LIABILITY OF CORPAY FOR ANY CLAIMS, INCLUDING BUT NOT LIMITED TO THIRD-PARTY CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED ONE HUNDRED DOLLARS, EVEN IF CORPAY HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH POTENTIAL CLAIM, LOSS, OR DAMAGE. THE FOREGOING LIMITATION OF LIABILTY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
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15. Limitations; Basis of the Bargain
 

15.1 APPLICABLE LAW MAY NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND CORPAY, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND CORPAY, CORPAY’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT CORPAY WOULD NOT BE ABLE TO OFFER THE SERVICE TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS.
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16. Dispute Resolution
 

16.1 We are committed to providing you a means of resolving disputes that arise between you and Corpay quickly and cost effectively. Accordingly, you and Corpay agree that we will resolve any claim or dispute that arises out of this Agreement or in connection with your use of theService (a “Claim“) in accordance with this Section. As in many circumstances we are able to resolve disputes with users amicably, we strongly encourage you to first contact us directly to seek a resolution before escalating. We will consider reasonable requests to resolve the dispute.

16.2 This Agreement shall be exclusively governed by the laws of the State of Delaware without regard to the choice of law rules of such state.

16.3 In the event of any dispute, potential claim, question or disagreement arising from or relating to this Agreement or the breach thereof (collectively, a “Dispute”), the aggrieved Party shall notify the other of the aggrieved Party’s intent to address and resolve the Dispute, and the specific terms of such Dispute. The Parties shall use their commercially reasonable efforts to promptly settle the Dispute. If the parties do not resolve the Dispute within thirty (30) days following the aggrieved Party’s notice, then, upon notice by either Party to the other, the Dispute shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with the provisions of its rules applicable to commercial disputes. The arbitration shall be conducted on a confidential basis in Wilmington, Delaware, or another location agreed toby the Parties. The arbitration shall be conducted before a single arbitrator experienced in contract, finance and technology law; except that any dispute involving claims in excess of$500,000 may be, at the election of either party, conducted before a panel of three such arbitrators. Any decision or award shall be in writing and shall provide an explanation for all conclusions of law and fact. The arbitrator may award the prevailing Party on each claim or defense, if any, as determined by the arbitrator in arbitrator’s sole discretion, some or all of its reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, out-of-pocket expenses such as copying and telephone expenses, witness fees and reasonable attorneys’ fees. This arbitration provision shall survive: (i) termination or changes in the Agreement; and (ii) the bankruptcy of any Party. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force. Any different agreement regarding arbitration must be agreed to in writing.

16.4 All claims you bring against Corpay must be resolved in accordance with this Section. All claims filed or brought contrary to the procedures set forth in this Section shall be considered improperly filed. Should you file a claim contrary to the Dispute Resolution Section, Corpay may recover attorneys’ fees and costs up to $1000, provided that Corpay has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
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17. Advertisements
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17.1 Some of the Service may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Service or other information.

17.2 The manner, mode and extent of advertising by Corpay on the Service are subject to change without specific notice to you.

17.3 In consideration for Corpay granting you access to and use of the Service, you agree that Corpay may place such advertising on the Service.
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18. Notices
 

18.1 Corpay may provide you with notices by electronic mail or postings on the Service. You may provide Corpay with notices by United States Registered Mail sent to Corpay, Inc., 333 South B Street, Suite 101, San Mateo CA 94401 with a copy to Corpay Legal Department, Terminus 100,3280 Peachtree Road NE, Suite 2400, Atlanta, Georgia 30305. If notice is provided by electronic mail, notice will be deemed given twenty-four hours after electronic mail is sent, unless Corpay is notified that the electronic mail address is invalid. If notice is provided by posting through theService, then notice will be deemed given upon such posting. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Service. In such case, notice will be deemed given three days after the date of mailing.
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19. General legal terms
 

This is the entire agreement between you and Corpay relating to the subject matter herein, and supersedes all previous communications, representations, understandings and agreements, either oral or written, between you and Corpay with respect to said subject matter. These Terms shall not be modified or waived except in a writing signed by both parties, or by a change to theseTerms as provided in the Section 4, above. In the event any of the provisions of these Terms are held unenforceable or invalid by a court of competent jurisdiction, such provisions shall be deemed severed, and the remaining provisions thereof shall remain in full force and effect. The failure of Corpay to enforce, in any one or more instances, any of the provisions herein shall not be construed as a waiver of the prior or future performance of any such terms or conditions. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Corpay as a result of these Terms or use of the Service. The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Corpay without restriction, including by operation of law, merger, or sale of all or substantially all of the assets to which this agreement pertains. Any assignment attempted to be made in violation of these Terms shall be void. The headings and captions in this Agreement are used for convenience only and are not to be considered in interpreting this Agreement.
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20. Contacting Corpay
 

Corpay is located at 333 South B Street, Suite 101, San Mateo CA 94401 with a corporate presence also located at Terminus 100, 3280 Peachtree Road NE, Suite 2400, Atlanta, Georgia 30305. You can also reach Corpay by email at support@Corpay.com. If you are a California resident, you may have these Terms emailed to you by sending a letter to the foregoing address with your email address and a request for this information. We ask that you bring service problems to our attention, but you may also choose to contact the Complaint Assistance Unit of the Division ofConsumer Services of the Department of Consumer Affairs, at 400 R Street, Sacramento,California 95814 or (800) 952-5210.
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