Motive Spend Management Services Agreement
Effective Date: April 17, 2023
These terms apply to all applications for the Motive Card submitted on or after the date above. For existing customers, these terms will go into effect 30 days after notice of the update is provided to you via email.
This agreement (“Agreement”) supplements and incorporates Motive Terms of Service (“Master Terms”)which together with this Agreement govern your access and use of the Motive Spend Management Services (the “Services”) which include the physical payment cards (the “Cards”) issued to you by Sutton Bank pursuant to the Card Program Agreement between you and Sutton Bank (the “Sutton Agreement”).
By submitting your application for Cards, you consent to the entirety of this Agreement, including the Card Program Agreement. You may only apply for, open and maintain a Motive Spend Management Account (“Account”) and use the Services if you accept this Agreement. All references to the Agreement means this document that you are reading and any terms, agreements, and policies referenced herein, including Motive Terms that are addenda or supplements to this Agreement.
This Agreement includes an authorization for Motive to automatically debit your Linked Accounts for amounts owed for use of the Services, including Charges, Fees, Fines, and other transactions you make using Motive Cards.
Capitalized terms not defined in this Agreement have the definitions provided in the Master Terms. In the event of a conflict between this Agreement and the Master Terms, this Agreement will control. In the event of a conflict between this Agreement and the Sutton Agreement, the Sutton Agreement will control.
Motive may change this Agreement on thirty (30) days’ written notice, provided either to the email address on file or through the Spend Management Dashboard; and shall make commercially reasonable efforts to Notify you in advance of any material changes to Services.
- “Account Manager” means any Customer employee designated as an administrator of Customer’s Motive Account.
- “Beta Products” means products, services, or software features available to Customer on a trial, beta, early access, or similar basis.
- “Card” or “Cards” means payment cards, whether physical or virtual, issued by an Issuer and managed through your Motive Account.
- “Card Networks” means the Mastercard payment card network.
- “Charge” or “Charges” means an authorized payment made using a Card to a merchant that accepts payments on the applicable Card Network.
- “Chargeback” means a dispute that you initiate against a merchant for an unresolved dispute with the merchant or because a Charge is unauthorized.
- “Customer” or “you” means the corporate entity that has applied for and maintains a Motive Account.
- “Customer Data” means information or documentation provided by or on behalf of the Customer to Motive under this Agreement.
- “Fees” means charges we impose on you for use of Services or your Motive Account.
- “Fines” means all fines, fees, penalties, or other charges imposed by Motive, an Issuer, or a government or regulatory authority arising from your breach or violation of this Agreement, Sutton Agreement, or any other agreements you have with Motive or an Issuer, any law, any regulation or any Card Network rules.
- “Fleet Management Dashboard” means the feature of the Service that enables Account Managers to view information regarding Customer’s Account accessible through http://account.gomotive.com/log-in and Motive apps, where available.
- “Including” means including, but not limited to.
- “Issuer” means Sutton Bank, which is a member of the Card Network indicated on Cards and is responsible for issuing the Cards to you.
- “Motive Account” means your corporate account with Motive that is used to access Services including reviewing expenses and managing Cards.
- “Motive Data” means all data developed or collected by Motive through the development or provision of Services, Cards, or Third-Party Services, or generated or recorded by the Services.
- “Motive Property” means the Services and related technology; Motive Data; and copyrights, patents, trade secrets, trade or service marks, brands, logos, and other intellectual property rights in or to any of the foregoing.
- “Linked Account” means any account that is held with a financial institution or that provides financial data and is linked to or otherwise authorized for use through your Motive Account.
- “Notice” means any communication related to this Agreement that is provided to you in accordance with this Agreement. For the avoidance of doubt, a User Notification shall constitute Notice if a copy thereof is sent by us to an Account Manager in accordance with this Agreement.
- “Periodic Statement” means the periodic statements reflecting the amount you owe to Motive and identify Charges, Fees, Fines, Reimbursements or other amounts charged to your Motive Account, as well as any rebates, discounts, refunds, Chargebacks, payments or other amounts credited to your Motive Account, during each billing cycle.
- “Personal Data” means data that identifies or could reasonably be used to identify a natural person.
- “Services” includes Motive fleet management and expense management products and services provided by Motive through your Motive Account.
- “Suggestions” means all feedback, suggestions, ideas, or requests you submit or otherwise communicate to us by any means.
- “Third-Party Services” means services and data provided by third parties connected to or provided through Services. Third-Party Services may include, but are not limited to, accounting or expense management platforms (such as QuickBooks, Expensify, Xero, and NetSuite), credit bureaus and credit worthiness providers (including Experian and First Mile Group, Inc. dba Alloy), payment processors and e-commerce platforms (such as Zuora, Modern Treasury and Marqeta), applications used to monitor Linked Accounts (such as Plaid), and other software providers incorporated or used in the provision of the Services (such as Superblocks and BaseTen).
- “Third-Party Service Provider” means any provider of any Third-Party Service that enables us to provide the Services to you, that supports our internal operations, or that provides other services related to, connected to, or provided through, the Services or your Motive Account.
- “Transaction” means a request initiated by a User to make a payment with a Card for the purchase of goods or services, for business purposes only, and not for personal, family or household purposes, in compliance with all transaction requirements, limits, and restrictions as described in this Agreement and the Sutton Agreement.
- “U.S. Entities” means companies organized and registered in the United States (such as C-corps, S-corps, LLCs, or LLPs).
- “Users” means any employees, contractors, agents, or other individuals who are properly designated as users of the Motive Services and Cards by an Account Manager via the Services; and have accepted and agreed to be bound by the User Terms.
- “User Notifications” means communications from us to Users, as described in the notification provisions of this Agreement.
- “User Terms” means the terms of service presented by Motive to each potential User, which may consist of multiple separate agreements, including but not limited to the Master Terms, this Agreement, and the Sutton Agreement.
2. The Motive Platform
2.1 Motive Services
The Services allow you to obtain and manage Cards for your Users, connect to Third-Party Services, and enable Users to conduct Transactions, including authorized purchases for the benefit of the Customer’s business. Motive will, in its discretion, fund your Transactions using the Card. Subsequently, Motive will debit your Linked Account via a provided ACH authorization for the amount of your Transactions using the Card. In accepting this agreement, you agree that the Services do not involve loans and Motive does not extend credit.
Motive may change existing Services or provide new Services at any time without Notice; provided that Motive shall make commercially reasonable efforts to Notify you in advance of any material changes to Services on which you rely.
2.2 Eligibility Requirements
Only companies organized and registered in the United States (such as C-corps, S-corps, LLCs, or LLPs) may apply for a Motive Account and use the Services. Companies registered outside the United States, as well as consumers (e.g., individual natural persons), sole proprietors and unincorporated partnerships, are not permitted to use, or attempt to open or use, a Motive Account.
Customer’s Motive Account is commercial in nature, and you acknowledge and understand that certain consumer protection laws (including the Electronic Funds Transfer Act or Regulation E) and consumer-specific rules (including NACHA rules specific to consumers) do not apply to Transactions on your Motive Account or your use of the Services
2.3. Motive Account Opening Procedures
In order to open a Motive Account, you must provide Motive with Customer Data and certain Personal Data, as requested, and connect at least one Linked Account
Customer Data may include registered business name, state of incorporation, business address, ownership details, actual or anticipated revenue, the nature of the business, and details from Linked Accounts and other business information we may request from time to time.
Personal Data may include the name, contact information, and date of birth of Users or beneficial owners (i.e., any individual who, directly or indirectly, owns a controlling equity interest of a Customer) sufficient for Motive to satisfy its KYC compliance obligations.
You must specify at least one Administrator to manage your Motive Account when submitting your Application. Administrators can add, remove, or manage additional Administrators and Users; request and manage Cards; set or change per-User spending limits; view transactions; run reports and download statements; provide, view or update Customer Data and Personal Data; connect Linked Accounts, Third-Party Services, and other accounts to your Motive Account; and perform other tasks on your behalf. You are responsible for any actions or failure to act on the part of Administrators, Users, and those using credentials issued to Administrators or Users to access Company’s Motive Account.
All potential Users will be required to accept User Terms in order to become Users, and all Users that are authorized to use Cards may also be required to accept terms presented by third parties. You represent and warrant that each User enters into and complies in all respects with the User Terms.
You may also need to provide documentary information used to verify such Customer Data and Personal Data, such as corporate registration certificate, proof of address, or personal identification. Use of specific Services or features may also require that you permit Motive to access and transmit Customer Data and Personal Data through Third-Party Services. You may change Linked Accounts through your Motive Account.
Motive will transmit Customer Data and Personal Data to Issuers and Third-Party Service Providers to determine your eligibility for Services and Cards. Motive, Issuers, and Third-Party Service Providers may at their discretion and without limitation approve or deny an application or grant provisional access to the Services while your application is pending additional review. Motive, Issuers and Third-Party Service Providers rely on the accuracy of the Customer Data and Personal Data provided by applicants when opening, maintaining, and using your Motive Account. Motive may deny applications, interrupt provision of the Services to you, or suspend or close your Motive Account for any reason, including where required Customer Data or Personal Data is incomplete, inaccurate, or out of date. You represent and warrant that you will keep all such Customer Data and Personal Data current, complete and accurate in your Motive Account whether we provide you with full or provisional access. If there are changes to your Customer Data or Personal Data, you must contact Motive and provide any updated Customer Data or Personal Data in a timely manner.
2.4. Spending Limits
Customer spending limits, both with respect to dollar amount and categories of transactions allowed, are set by Motive, at its sole discretion, using Customer Data and other data available to Motive including available funds, spending patterns, banking patterns, unbilled volume, financial projections, the nature and history of Customer’s business, and anticipated use of Motive Card. Spending limits are dynamic and may be modified at any time with or without Notice to you, including temporarily increases or decreases.
While Motive will strive to provide Notice before or soon after a potential spending limit decrease, including suspension of spending in a particular category, there are times where prior Notice will not be provided. You agree that we may not provide Notice when spending limits are increased or decreased as part of our regular periodic review of your spending limit based on the factors described above, and you understand such regular periodic adjustments are a necessary part of your Motive Card usage.
Motive reserves the right to assess Fees for some Services or Cards, including periodic fees, usage fees, late or failed payment fees, service fees, fees for account misuse, fees applicable to certain Transactions, or other fees we disclose to you on our website or by providing Notice. For a list of current fees, please visit the Spend Management information page or review your Motive Cards dashboard. We will disclose Fees to you when opening your Motive Account, when you start using a new Service, or through our website. We may update, add, or change Fees upon 30 days’ Notice to you, though we may not provide similar Notice if we reduce fees.
2.6. Discounts and Rebates
Motive may determine when, how, and under what conditions Customer or Users may qualify for or earn discounts or rebates related to qualifying purchases. Certain Cards or Transactions may not be eligible for some or any rebates or discounts. Any rebates or discounts are available only to those Customers who are current on their Motive Card payments and shall terminate upon the termination of this Agreement, the closure of your Motive Account, or in the event of any breach of this Agreement. Rebates will be applied to your Motive Account on the next Periodic Statement after the rebate is earned. Certain rebates or discounts may be subject to additional conditions, agreements or disclosures.
2.7. Managing your Motive Account
In your application, you must identify at least one Account Manager to manage your Motive Account. If you do not specify an Account Manager, you agree that the individual submitting the application on the Customer’s behalf will be the Account Manager for your Motive Account. Account Managers have a variety of powers and responsibilities related to your Motive account, including: the ability to add, remove, or manage additional Account Managers and Users; request and manage Cards; set or change per-User and per-Card spending limits; view Transactions; run reports and download statements; provide or update Customer Data and Personal Data; connect Linked Accounts, Third-Party Services, and other accounts to your Motive Account; and perform other tasks on your behalf. You are responsible for any actions or failure to act on the part of Account Managers, Users, and those using credentials issued to Account Managers or Users to access Customer’s Motive Account.
All potential Users will be required to accept User Terms in order to become Users, and all Users that are authorized to use Cards may also be required to accept terms presented by Issuers. You represent and warrant that each User enters into and complies in all respects with the User Terms.
2.8. Account Security
You agree to keep your Motive Account secure and only provide access to individuals that you have authorized. You will immediately disable User access to the Services if you know, have reason to know, or believe your Motive Account has or may have been compromised or has been or may be misused. You will promptly notify us of any known or suspected unauthorized access or use via the Fleet Management Dashboard or by contacting our support team.
2.9. Authorized Users, Data, and Privacy
Customer will authorize Users. This authorization will allow Users to use the Services and access certain functionality of your Motive Account. You are responsible for ensuring that Users are aware of and comply with your obligations under this Agreement, including but not limited to the Requirements and Prohibited Activities below.
Motive processes Personal Data in accordance with our Master Terms. You are responsible for obtaining consent from your Users to enable Motive and Issuer to collect, use, retain, and disclose Personal Data, and for ensuring that Users have read and agreed to the privacy provisions of the Master Terms.
Motive may use Customer Data from Linked Accounts to verify account balances and account information, identify spending patterns and potential fraud, determine and review spending limits, analyze and report transactions, and provide Services.
2.10. Requirements and Prohibited Activities
Your Motive Account, Services, and Cards may only be used for authorized Transactions. Your Motive Account, Services, and Cards may not be (a) used for any purpose that is unlawful or prohibited by this Agreement or the Sutton Agreement; (b) used for any personal, family, or household use; (c) provided to or used for the benefit of an individual, organization, or country that is subject to United States sanctions, including those identified by the United States Office of Foreign Asset Control (OFAC); (d) used by unaffiliated third parties; or (e) used for any other activities not for the benefit of the Customer’s business.
We will not approve and may close Motive Accounts that we know or believe are engaged in any of the prohibited activities:
- Production, sale, distribution, transportation, or purchase of controlled substances with or without a pharmaceutical license;
- Production, sale, distribution, transportation, or purchase of marijuana;
- Production, sale, distribution, transportation, or purchase of guns, accessories, ammunition, and other weapons;
- Production, sale, distribution, transportation, or purchase of illegal material, including but not limited to child sexual abuse material; or
- Production, sale, distribution, or transportation, or purchase of counterfeit or “gray market” goods or services.
We may suspend or terminate access to your Motive Account or Cards if we believe in our sole discretion that this section was violated, if required by an Issuer, or to comply with applicable laws or regulations. Without limiting any of your indemnification or other obligations to us, you agree to pay all Fines imposed on Motive or any affiliate, officer, employee, agent or representative thereof by Issuers, regulators, or government agencies for your violation of this section. The examples listed above are not exhaustive and we reserve the right to modify or update the lists above at any time by amending this Agreement or otherwise notifying you electronically of the change.
2.11. Identification as Customer
We may publicly reference you as a Motive customer on our website or in other communications. In doing so, we will not express any false endorsement or partnership. You grant Motive a limited license to use Customer trademarks or service marks for this purpose. Please notify us if you prefer that we not identify you as a Motive customer and we will use best efforts to remove references to you on our website or in other communications.
2.12. Ownership and License
As between you and Motive, Motive and its licensors own all Motive Property. You, Account Managers, and Users may use Motive Property only to the extent provided in this Agreement and for the purposes provided in this Agreement and the Sutton Agreement. You may not modify, reverse engineer, create derivative works from, or disassemble Motive Property; or register, attempt to register, or claim ownership in Motive Property or portions of Motive Property.
Motive grants you a nonexclusive and nontransferable license to use Motive Property as permitted by this Agreement to the extent that Motive provides it to you via the Services. You grant Motive a worldwide, non-revocable license to use, modify, distribute, copy, and create derivative works from Customer Data for the purposes identified in this Agreement.
2.13. Beta Products
Motive sometimes releases Beta Products to test new products, features, and programs. Motive may make Beta Products available to you in exchange for Suggestions on how to improve the Beta Products. Motive may change or discontinue Beta Products at any time. Beta Products are confidential until publicly announced. If you use Beta Products, you agree to keep information about the Beta Products strictly confidential. Any Beta Products are provided AS IS and without warranty. You grant Motive full rights to use Suggestions about Motive Services or Beta Products freely and without restriction. Motive does not compensate or credit Customers for Suggestions.
3. Payments to Motive
3.1 Periodic Statements
You are responsible for payment in full of all Charges, Fees, and Fines.
Motive will provide Periodic Statements reflecting the amount you owe and will identify Charges, Fees, Fines, or other amounts charged to your Motive Account, as well as any payments, refunds, rebates, Chargebacks granted or other credits to that account. Depending on your payment schedule, Periodic Statements may be delivered daily, weekly, or as otherwise described in materials we provide to you when you receive your Card or otherwise indicated by Notice to you. You must maintain at least one Linked Account at all times. Your Linked Account will be automatically debited for the amount of your Transactions using the Card. Your Motive Account will show the credit after payment is received. Failure to make payment in a timely manner will result in suspension or closure of your Motive Account, and may impact your access to other Motive products or services. Any failure to pay the full amount owed to Motive when required is a breach of this Agreement. You are responsible for all costs or expenses that Motive incurs in the process of collecting amounts owed but not timely paid, including legal or collections fees, and any expenses incurred.
3.2 Authorization to Debit Linked Accounts – ACH Authorization
THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT YOUR LINKED ACCOUNTS FOR THE AMOUNT OF YOUR TRANSACTIONS USING THE CARD. PLEASE READ IT THOROUGHLY.
You authorize Motive, Issuers, and their assigns to collect payment for the amount of your Transactions using the Card by debiting funds from the Linked Accounts at depository institutions (including Linked Accounts no longer connected to your banks and credit unions) using the Automated Clearinghouse (ACH) network governed by the rules established by the National Automated Clearinghouse Association (NACHA) for business-related ACH debits.
You authorize Motive, Issuers, or their assigns to debit Linked Accounts immediately, on any date, and without additional Notice where we determine in our sole discretion that the Customer or the amounts owed poses or may pose an unacceptable financial risk to Motive.
Motive also may correct any processing errors by initiating an electronic credit or debit to the Linked Account in the amount of the error on or after the date the error occurs.
Withdrawing debit authorization from a Linked Account requires that you provide 30 days’ advance notice to Motive, and must be accompanied by a replacement debit authorization to a new Linked Account in order for your Motive Account to remain in good standing. If a replacement Linked Account is not provided, your Account maybe suspended and closed. If you withdraw the debit authorization from all Linked Accounts, you must pay all amounts owed under your Motive Account before or upon providing notice, including Charges, Fees, Fines, and other amounts not yet reflected on your Periodic Statements, and you authorize us to debit your Linked Account for such amounts before the withdrawal of authorization takes effect. Withdrawal of a debit authorization does not terminate this Agreement or your obligation to pay all amounts owed.
4. Additional Terms
4.1. Term and Termination
This Agreement is effective when you accept the terms at the start of an application for a Motive Account and continues until terminated by either you or us, as otherwise set forth in this Agreement.
Your payment and Motive’s acceptance of any amounts does not extinguish or waive any of Motive’s rights hereunder. If you reapply or reopen your Motive Account or use or attempt to use the Services or Cards you are consenting to the Agreement in effect at that time. Motive may terminate this Agreement, or suspend your Motive Account or Cards, by providing you Notice. Any Cards related to your Motive Account will immediately expire upon termination of the Customer’s Motive Account.
The Sections in this Agreement titled Account Security; Suggestions; Authorization to Debit Linked Accounts – ACH Authorization; Term and Termination; Notice and User Notifications; Limitation of Liability; Disclaimer of Warranties by Motive; Indemnification; Governing Law; and Assignment; the provisions of the Agreement that identify continuing obligations; and any other provisions of this Agreement giving rise to continued obligations of the parties will survive termination of this Agreement.
4.2. Notice and User Notifications
By registering for a Motive Account, you agree that this registration constitutes your electronic signature. Additionally, you consent to receiving electronic Notices and electronic User Notifications from us, including in each case those required by law, and you shall ensure that all Users consent to receiving electronic User Notifications. You understand that this consent has the same legal effect as a physical signature.
Notices will be effective if provided to an Account Manager or Customer directly, and User Notifications will be effective if provided to the applicable User, in each case electronically through the Fleet Management Dashboard, via email, or (except as provided below) via SMS to the contact information provided to us by the Account Managers or the User, as applicable. Any material change to, or amendment of, this Agreement will be provided via email Notice to an Account Manager. Notices and User Notifications will be deemed to be received 24 hours after they are sent. Notices and User Notifications captioned or otherwise designated as “URGENT” or “READ IMMEDIATELY” will be deemed to be received when sent. Customer understands that you may not use the Services or Cards unless you consent to receive Notices and all Users consent to receive User Notifications electronically as provided herein. You may not withdraw Consent to receive Notices or User Notifications electronically other than by closing your Motive Account.
Notices and User Notifications may include alerts about Services, Cards or Charges and may provide Account Managers and Users the ability to respond with information about Charges on Cards or your Motive Account.
Account Managers and Users are responsible for all costs imposed by Internet or mobile service providers for sending or receiving Notices electronically. Notices that are blocked or delayed by any spam filter or otherwise and Notices blocked or delayed by any spam filter of the User or Account Manager will be deemed to be received.
Notify us immediately if you are or believe you are having problems receiving Notices.
4.3. Limitation of Liability
Motive’s liability is limited with respect to your use of the services. Motive is not liable to you for consequential, indirect, special, exemplary, or punitive damages, lost profits, damage attributable to reputational harm, physical injury or property damage, or lost revenue arising from or related to this Agreement or to the Services or Cards, including your use of or inability to use Services or Cards, whether or not we were advised of their possibility by you or third parties, unless prohibited by applicable laws or rules.
If applicable laws or rules governing a claim prohibit or restrict any of the limitations of liability set forth in this section, this Agreement shall be interpreted and construed in a manner that limits Motive’s liability to the maximum extent possible under those applicable laws and rules.
4.4. Representations and Warranties
In addition to other representations and warranties provided by you in this Agreement, you also represent and warrant the following: (a) you are an entity duly organized and in good standing under the laws of your jurisdiction of organization at all times during the Term; (b) Account Managers have requisite organizational power and authority to conduct business on behalf of and to manage your Motive Account in all respects. This organizational power means that you have irrevocably authorized each and every action taken by any Account Manager related to this Agreement, the Services, any Card or any Third-Party Services; (c) you are opening an account on behalf of a U.S. Entity and that you are not opening an account as a consumer, individual natural person, sole proprietor, or unincorporated partnership; (d) you and Users will not engage in activities prohibited by this Agreement or applicable law; and (e) all Customer Data and Personal Data provided to Motive is and shall be complete, accurate, and current.
4.5. Disclaimer of Warranties by Motive
THE SERVICES, MOTIVE PROPERTY, AND BETA PRODUCTS ARE PROVIDED TO YOU AS IS AND AS AVAILABLE. MOTIVE DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, AND YOU ACKNOWLEDGE THAT NO MOTIVE PERSONNEL ARE AUTHORIZED TO PROVIDE ANY SUCH WARRANTY (EXCEPT IN A WRITTEN DOCUMENT IDENTIFIED AS AN AMENDMENT TO THIS AGREEMENT AND EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF MOTIVE AND AN AUTHORIZED REPRESENTATIVE OF CUSTOMER).
THIRD-PARTY SERVICES ARE NOT PROVIDED, CONTROLLED, RECOMMENDED OR ENDORSED BY MOTIVE. MOTIVE DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY OR RELATING TO THIRD-PARTY SERVICES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME ALL RISKS ASSOCIATED WITH ANY FAILURE OF ANY: (A) SERVICES OR DATA PROVIDED UNDER THIS AGREEMENT TO BE ACCURATE AND ERROR-FREE; (B) SERVICES TO MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (C) SERVICES TO BE USABLE BY CUSTOMER, ACCOUNT MANAGERS, OR USERS AT ANY PARTICULAR TIME OR LOCATION; (D) SPECIFIC MERCHANTS TO PERMIT PURCHASES USING CARDS ISSUED BY AN ISSUER; (E) SERVICES TO BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (F) DEFECTS IN THE SERVICES TO BE CORRECTED, EVEN WHEN WE ARE ADVISED OF SUCH DEFECTS.
You agree to indemnify, defend, and hold harmless Motive and Third-Party Service Providers (including our respective affiliates, directors, employees, agents, and representatives), from and against all losses, liabilities, claims, demands, or expenses, including reasonable attorney’s fees, arising out of or related to: your breach or alleged breach of this Agreement or any other agreements with Motive; acts or omissions of Administrators, Users, or Customer employees or agents; Customer’s actual or alleged infringement of a third party’s intellectual property rights; Customer use of Third-Party Services; or disputes over Charges between Customer and merchants.
4.7. Governing Law
This Agreement shall be governed by the laws of the State of Delaware except for its conflict of laws principles.
Motive may assign, pledge, delegate or otherwise transfer this Agreement or its rights, powers, remedies, obligations, and duties of performance under this Agreement at any time. Any such assignee will have all rights as if originally named in this Agreement instead of Motive. You may not assign this Agreement or any rights hereunder, or delegate any of your obligations or duties of performance, without Motive’s prior express written consent.
4.9. Construction of this Agreement
Any ambiguity in the Terms will be interpreted equitably without regard to which party drafted the Terms. Except where otherwise specified, all references to “sections” or “provisions” refer to this Agreement or the applicable incorporated terms. “Including” and “include” will be construed to mean “including without limitation”; the word “or” will be read to mean “either… or… or any combination of the proceeding items”; and provisions listing items and using “and” require all listed items. All monetary amounts owed under this Agreement will be made in US Dollars (USD).
4.10. Modifications or Changes to this Agreement
Motive may, at its discretion, change or update the Services and/or this Agreement from time to time. Any updated or amended agreement will be effective at the time we notify you of the change electronically whether by email or other form of communication, including website posting.
If an amendment or modification reduces your rights or increases your responsibilities under this agreement, we will provide you with email notice of the amended Agreement when the amended agreement becomes effective. Such email notice will be sent to the email address(es) we have on file for the Administrator(s) of your Motive Account. If you continue to use the Services or Cards after any such modification takes effect as provided in the applicable Notice, you will be deemed to have consented to the revised Agreement.
Alternatively, and notwithstanding the foregoing, Motive may (but has no obligation to) provide in any such Notice of any modification to this Agreement that such modification will take effect only upon affirmative acceptance thereof by Customer via email or another means of communicating such consent as described in such Notice. In that event, Motive may terminate your Motive Account and any further right to use any Services or Card upon Notice if you do not timely accept the proposed modification in accordance with the method described in the Notice.
Any waiver, modification, or indulgence that we provide to Customer, of any kind or at any time, at the sole discretion of Motive, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under this Agreement for any other or future acts, events, or conditions. Moreover, any delay by Motive in enforcing our rights under this Agreement does not constitute forfeiture of such rights.
Customer and End User agree that by submitting suggestions or other feedback regarding our Services or Motive, Motive may use such feedback for any purpose without compensation to Customer or End User.
5. Spending Limits
Motive sets Customer spending limits at its sole discretion by using Customer Data and other data available to Motive. Spending limits are fluid and we may modify them at any time with or without Notice.
The aggregate amount available on Cards at any given time (the “Available Spend“) will be the lesser of: (i) the amount presented by us in the Fleet Management Dashboard; or (ii) the total spending limit. The amount available for Charges on a particular Card will be subject to the applicable card spending limit, and/or daily spending limit (if any) for such Card.
For all Cards, Account Managers may set User-specific limits or controls, but the aggregate spending limit for all Users may not exceed the total spending limit established for Customer.
6. Requesting Cards
Account Managers may request Cards for Users through the Motive Account but must only request Cards for and provide Cards to individuals who are authorized by the Customer. This includes employees and nonemployees, if they are authorized by the Customer. Cards may be denied or canceled due to changes in Issuers’ policies, as required by applicable law, or for other reasons we determine are appropriate under the circumstances. Cards may be issued to Users as virtual Cards (i.e., Cards issued without an associated physical card) or physical Cards. Account Managers will be able to view Transactions and manage their Cards through the Fleet Management Dashboard.
7. Using Cards
Users may only use Cards for bona fide Transactions. Customer is responsible for selecting who in your organization should have access to Cards. You agree that all Charges and other Transactions are intended to be and will be treated as business transactions made solely for business purposes.
You agree to establish and maintain controls designed to ensure that the Cards are only used for bona fide Customer purposes and in compliance with Card Network rules. You are solely responsible for Charges made by any individuals given access to Cards even if they are not the person associated with or named on the Card. Motive, Issuers, Card Networks, or other intermediary Third-Party Service Providers (including merchant acquirers) may deny or reverse Charges for any reason. Motive is not responsible for any losses, damages, or other harms caused by Charges that are denied or reversed.
8. Disputed Charges
If you have a dispute with a merchant or seller regarding the product or service that is the subject of a Charge, you should contact the merchant or seller to resolve the dispute. If a Charge is not appropriately addressed with the merchant or seller, then you may submit a Chargeback request by contacting Motive via the Fleet Management Dashboard or using Motive’s support form.
By accepting these terms, you acknowledge that Issuer and Motive are subject to the Card Network Rules with respect to Chargebacks and may not be able to successfully reverse the Charge on our own. If you believe a Charge was unauthorized, or if you believe the Periodic Statement contains any errors, you should contact Motive immediately through the Fleet Management Dashboard or using Motive’s support form.
You must report any disputed Charge or error no more than 60 days after the disputed Charge posted to your Periodic Account. Notices for disputed Charges must include certain relevant details, including the User, information about the disputed Charge, and the reasons why you believe that the charge was made in error or was unauthorized. Motive will review the information submitted in a commercially reasonable manner. To avoid late fees and sustained reduction to Available Spend, you should pay the disputed Charge while Motive determines the validity of the dispute, unless a provisional credit has been issued. If Motive determines that a dispute is valid, the Issuer and Motive will credit the disputed Charge amount back to your Motive Account.
By accepting this Agreement, Customer also hereby assigns and transfers to the Issuer any rights and claims, excluding tort claims, that you may have against any merchant or seller for any disputed Charge fully or partially credited to your Motive Account.
9. Lost or Stolen Cards
You will promptly notify us and take appropriate measures to prevent unauthorized transactions when a Card is lost, stolen, breached, or needs to be replaced. In such cases, Account Managers may request the issuance of replacement Cards by Issuers through your Motive Account.
You must keep your Motive Account secure and only provide access to individuals that you have authorized. You must immediately disable User access to the Cards if you know or have reason to believe your Motive Account or Cards have or may have been compromised, stolen, or misused, and you must promptly lock the Card via the Service and notify us of any known or reasonably suspected unauthorized access or use. The Customer is responsible for financial loss, including employee abuse and unauthorized transactions caused by Account Managers, Users, or other persons given access to the Services, your Motive Account, or Cards, except as provided by Card Network rules. We may also suspend cards if we suspect or have reason to suspect unauthorized use.
11. Entire Agreement and Incorporation
The Agreement (including any addenda that are mutually agreed to by the parties, all of which are incorporated herein) is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. Customers must also comply with the Master Terms and the Motive Card Agreement, which are incorporated by reference into this agreement.
11.1. Binding Arbitration
The Master Terms require you to arbitrate any disputes arising under this Agreement in an individual arbitration and not a class arbitration. You acknowledge and understand that by accepting this Agreement you waive any right to a trial by jury or to otherwise bring any claims in court arising out of this Agreement or to participate in any type of class action or collective proceeding relating to this Agreement. See Section 13.8 of the Master Terms.
April 17, 2023: This agreement was renamed “Spend Management Agreement” from “Expense Management Agreement”, and includes an update to clarify that it incorporates Motive Terms of Services, as well as updates about new product features.