PURCHASING AGENT TERMS AND CONDITIONS

You may choose to designate one or more purchasing agents who may enter into transactions for you (each a “Purchasing Agent”).  If you designate a Purchasing Agent, then you represent and warrant to us that (i) the Purchasing Agent is not subject to any sanction, injunction, order, or other legal process that would prohibit us or our counterparties from doing business with the Purchasing Agent or you; (ii) you have the authority to designate the Purchasing Agent as your agent and that such designation is effective.  By designating a Purchasing Agent, you agree to be responsible to us and FinWise Bank for all actions by the Purchasing Agent in connection with, or arising from, any act or omission by the Purchasing Agent in connection with a Behalf-branded product or service. Without limiting the foregoing, you are responsible for any and all transactions entered into by any Purchasing Agent regardless of whether you authorized the transaction.  For example, if a Purchasing Agent unlawfully enters into an unauthorized transaction intended to be for the benefit of the Purchasing Agent and not for your benefit, you nevertheless will be liable for such transaction. You shall prevent any Purchasing Agents from engaging in unauthorized or unlawful transactions of any kind. It is your responsibility to oversee and control any Purchasing Agents you designate.

For the purposes of these terms, “you” means the business using a Behalf-branded product or service and any associated responsible party. “Us” means Behalf, Inc. and FinWise Bank.  These terms are incorporated into your agreement with FinWise Bank or Behalf, Inc. for your Behalf-branded product or service and a breach of these terms will be considered a breach of that agreement.