1. Definitions

Capitalized terms in these Terms will have the meaning provided in the User Account Agreement or as defined below:

“Card” means a virtual Mastercard prepaid card that is issued in connection with your AP Copilot Account. 

“Rewards” means a value equal to 1.5% of each payment transaction that you make through your AP Copilot Account using a Card. 

“Rewards Program” means the rewards program offered by AP Copilot, Inc. and its affiliates and governed by these Terms.

2. Earning Rewards

2.1 Requirements and Eligibility for Participation

To participate in the Rewards Program, you must have and maintain an AP Copilot Account that is open and in good standing. 

If your AP Copilot Account is not in good standing for any reason, or we determine in our sole discretion that you are abusing, gaming, or misusing the Rewards Program, have violated our User Account Agreement or any of the terms, agreements, and policies incorporated in the User Account Agreement or these Terms by reference, we may limit your ability to earn or redeem Rewards, and you may forfeit any Rewards previously earned.

We may update or change eligibility criteria, restrictions, and requirements for participation in the Rewards Program at any time in our sole discretion.

2.2 Earning Rewards

You may earn Rewards each time you use Card payments to pay invoices or bills to Vendors located in the United States through your AP Copilot Account. Direct payments through an API are Card payments and eligible to earn Rewards.  Your AP Copilot Account will analyze submitted invoices and bills and recommend a payment method for each invoice or bill.  Within your AP Copilot Account, you are able to change the recommend payment method for an invoice or bill to pay with a Card.  However, you understand that some or all Vendors may not accept Card payments.  In such an event, you may not successfully pay an invoice or bill by Card, and no Rewards will be earned.  

No Rewards will be earned on Card payments sent to Vendors located outside of the United States.  No Rewards will be earned on other payment options available through the AP Copilot Account, including, but not limited to, ACH electronic payments.  

We may limit accrual and redemption of Rewards from time to time in our sole discretion.  

2.3 Reversals and Failure to Accrue

We may determine that a transaction type, or particular transaction, is excluded from eligibility for earning Rewards at any time, including after a Card payment is initiated.  You will not earn Rewards or be able to redeem earned Rewards associated with a Card payment that is not successfully processed, is fraudulent or related to a fraudulent or illegal act, is sent to a Vendor that is blocked or sanctioned by the United States, or is found to be transmitted in violation of the User Account Agreement (“Reversed Rewards”).  

Any Reversed Rewards that have been earned but not redeemed will be deducted from your total earned rewards as shown in your AP Copilot Account.  For any Reversed Rewards that have been previously redeemed, we may deduct an amount equal to the Reversed Rewards from the amount of Rewards (excluding Reversed Rewards) that you earn in any month.  In that event, you may only redeem the net amount of earned Rewards (if any) after the Reversed Rewards have been deducted.  If the amount of earned Rewards in a month is less than the Reversed Rewards, then we have the right to either (i) deduct the remaining Reversed Rewards from Rewards earned in future months, or (ii) require you to pay from your Wallet an amount equal to the remaining Reversed Rewards. 

2.4 Additional Rewards Terms

Certain Rewards may be subject to additional terms and conditions that will be provided to you if applicable. You are responsible for reviewing and understanding any such additional terms and conditions.

3. Using Rewards

3.1 Transferring Rewards

Rewards are not transferable to any third party or any other AP Copilot Account, unless otherwise specified by us in any Rewards Program. Any non-permitted attempt to transfer Rewards is void and any Rewards or Points that you attempt to transfer may be forfeited.  

3.2 Redeeming Rewards

We display the total amount of your earned Rewards and other information on your Rewards in your AP Copilot Account.  We will use our best efforts to update Rewards information in a timely manner.  The Rewards Program has a single redemption option for Rewards.  After the close of each calendar month, we will confirm the total amount of Rewards that you have earned in the calendar month.  Within a reasonable time after the end of the calendar month, we will transfer an amount of funds (in U.S. Dollars) equal to the amount of your earned Rewards (minus any Reversed Rewards) to the Wallet associated with your AP Copilot Account.  We will not deposit funds associated with earned Rewards into any other wallet or account.  

You understand that there will be delay between the end of the calendar month, in which you earn Rewards, and when the Rewards will appear in your Wallet.  Once the funds for Rewards appear in your Wallet, you may use the funds in a similar manner to funds that you deposit directly into your Wallet subject to the terms and conditions in your User Account Agreement.  

Except as otherwise provided in these Terms, the full amount of earned Rewards (minus any Reversed Rewards) must be redeemed each calendar month.  We will not accept requests to holdback and redeem only a certain amount of Rewards in a month. 

Redemption options are subject to change.

3.3 Taxes

Company understands that it is responsible for determining and obtaining appropriate tax treatment for any Rewards it redeems, and Company is solely responsible for any taxes arising from or related to any earned Rewards.  We will not report any income or earnings related to Rewards to a taxing authority, except where expressly required by law. 

4. Losing Rewards

4.1 Removal from Rewards Program

You may be disqualified or suspended from participating in the Rewards Program if at any time: (i) any payments you owe to us are past due, (ii) any prior payments were late, (iii) you misuse any Services, (iv) you engage in self-dealing (such as using Cards to pay for products or services provided by Company, its affiliates, its Beneficial Owners, or other persons affiliated with Company), (v) you engage in other activities that we have notified you are prohibited in connection with an AP Copilot Account, (vi) you breach any our policies or other agreements with us, or (vii) you attempt to or otherwise game or misuse Rewards or the Rewards Program. Where we determine, in our sole discretion, that you no longer satisfy the requirements for participation in the Rewards Program, we may disqualify or suspend you from the Rewards Program, and you may lose any Rewards that you have accrued at the time of disqualification or suspension.

4.2 Other Grounds for Program Restriction or Removal

In the event of a:  (i) payment failure, (ii) delinquency, (iii) suspension, (iv) determination that your AP Copilot Account is not in good standing, (v) breach by you of the User Account Agreement, or (vi) termination of your AP Copilot Account, we may freeze your ability to earn or redeem Rewards, may cause any earned Rewards to be forfeited, and/or may terminate these Terms. 

4.3  Rewards Program Interruptions

Our ability to offer a Rewards Program may depend on services, programs, or benefits offered by a third party service provider.  In addition to our other rights set forth in these Terms, we reserve the right to suspend your ability to earn or redeem Rewards in connection with your AP Copilot Account temporarily or permanently in the event that a third party service provider changes its services, programs, or benefits to us, or in the event that continuing a Rewards Program for you is commercially viable for us.   

5. General Provisions

5.1 Termination and Changes to these Terms

We may, at any time and in our sole discretion: (i) terminate these Terms; or (ii) change any aspect, term, or condition of the Rewards Program, including, but not limited to, adding, revising, or deleting terms.  We may make a change to this Rewards Program by posting a new version of this Rewards Program to www.apcopilot.com .  You should review these Terms from time to time for updates.  When required by applicable law, we will provide you with written notice of a new or deleted term or change in terms. 

Upon termination of this Rewards Program, you will no longer have the ability to earn Rewards.  Any Rewards that you have earned as of the date of termination will be redeemed to your Wallet in accordance with these Terms at the end of the calendar month in which the termination occurred; provided, however, that your AP Copilot Account is open and in good standing.  If your AP Copilot Account is not open and in good standing, then we have no obligation to transfer funds in the amount of earned but unredeemed Rewards into the Wallet associated with your AP Copilot Account. In such event, you will lose the value of earned Rewards upon termination of these Terms. 

5.2 Contact Us

For questions regarding your Rewards or this Rewards Program, please contact us at  www.apcopilot.com/support or 1 (888) 501-1187. 

5.3 Other Legal Terms

We may assign, pledge, or otherwise transfer the administration of these Terms without providing notice to you.  

You release us from all liability to you or a third parties for your use of Rewards and for your participation in the Rewards Program.  We disclaim any liability for claims that may arise in connection with third party service providers that we use or with which we partner to offer the Rewards Programs. 

Any waiver, modification, or indulgence that we provide to Company, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under these Terms for any other or future acts, events, or conditions. Further, any delay by us in enforcing our rights under these Terms does not constitute forfeiture of such rights.

These Terms will be construed, applied, and governed by the laws of the state of New York excusive of its conflict or choice of law rules except to the extent that U.S. federal law controls. 

These Terms do not confer upon any person other than the parties any rights or remedies under these Terms.