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Legal Agreements

Paystand Terms of Service

PAYSTAND TERMS OF USE

PLEASE READ THESE TERMS OF USE (“AGREEMENT” OR “TERMS OF USE”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY PAYSTAND, INC. (“PAYSTAND,” “WE,” “OUR,” OR “US”).   THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE VARIOUS WEBSITES OWNED AND OPERATED BY PAYSTAND, INCLUDING, WITHOUT LIMITATION, THE PAYSTAND.COM WEBSITE AND DOMAIN NAME (“SITES”), AND ANY OTHER FEATURES, CONTENT, OR APPLICATIONS OFFERED FROM TIME TO TIME BY PAYSTAND IN CONNECTION THEREWITH (COLLECTIVELY, THE “SERVICE”). BY REGISTERING FOR AN ACCOUNT ON THE SERVICE, OR USING THE SITES OR SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE SITES, YOU OR THE ENTITY THAT YOU REPRESENT (“MERCHANT”, “YOU”, “YOUR”) AGREE TO BE BOUND BY THIS AGREEMENT. YOU MAY REGISTER FOR THE SERVICE ONLY AS A SOLE PROPRIETOR OR AS A BUSINESS ORGANIZATION, AND MAY NOT USE PAYSTAND FOR PERSONAL, FAMILY, OR HOME PURPOSES.  IF YOU ARE REGISTERING FOR THE SERVICES ON BEHALF OF AN ENTITY YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY ON WHOSE BEHALF YOU ARE AGREEING TO THESE TERMS TO THE TERMS OF THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SITES OR SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITES.

Acceptance of Terms

The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Sites by Paystand. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by Paystand from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.
 
To be eligible to use Paystand, you must be at least 18 years old and located in the United States of America. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful.  Paystand may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time.  This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

Modification of Terms of Use

Paystand reserves the right, at its sole discretion, to modify or replace any of the Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you an email.  In addition, any disclosure or notice regarding the Service may be provided to you by posting a notice on the Site or by sending you an email. You agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy.  Paystand may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.  It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

Description of the Services

The Service enables Merchants to incorporate payment functionality in online stores through which they sell their products and services. Paystand provides the Service to Merchants to facilitate receipt by Merchants of payments by card or bank transfer which are made by Merchant’s customers (“Purchasers”). Transactions are solely between Merchants and Purchasers, and Paystand is not a party to these transactions. Paystand is not a bank, money transmitter, or Money Services Business (“MSB”), and we do not offer banking or MSB services as defined by the United States Department of Treasury.
 
Card payments are initiated by providing information to a payment processor and/or a bank (the “Bank”) that is a member of a credit or other payment card network, association, or company, (collectively, the “Networks”). Bank transfer payments are initiated by providing information to the Bank via bank-to-bank exchange or through the National Automated Clearing House (“ACH”).

Paystand’s Role; Third-Party Relationships

Paystand collects, analyzes and transmits information about you and your transactions in connection with payments between Purchasers and Merchants. You authorize Paystand to provide this information to the Bank in order for the Bank to facilitate payments from Purchasers to Merchants through the Networks and/or the ACH. Paystand does not hold, own or control funds in connection with the Services, nor does Paystand transmit money or monetary value. In connection with the Services, Paystand does not actually or constructively receive, take possession of or hold any money or monetary value for transmission, and does not advertise, solicit or hold itself out as receiving money for transmission. The Bank is the party with sole responsibility for conducting the settlement of funds between Purchasers and Merchants.

Paystand may enter into agreements with the Networks, processors and the Bank, from time to time. You are not a third-party beneficiary of these agreements. Each of the Networks, processors and the Bank is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement against you. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Account.

To the extent that the Bank has any obligations to pay Merchants, such obligations are governed by (a) the provisions of the Bank’s agreement with Paystand, and (b) the by-laws, operating regulations and all other rules, policies and procedures of the Networks as are in effect at any time (the “Network Regulations”). Paystand or the Bank will pay out funds settling from the Networks to the designated bank settlement account you provided when establishing your Paystand Account (“Bank Account”) in the amounts actually received (less our Fees, as defined below) for card transactions submitted via the Service. The Bank Account must be verified and located at bank branch in the United States and held in the name of the Merchant’s business. You are responsible for the accuracy and correctness of information regarding your Bank Account. Funds for any given transaction will not be transferred to your Bank Account until the transaction is deemed complete. Transactions will be deemed complete when we have received funds settling from the Networks and when we or our processing financial institutions have accepted such funds. The actual timing of the transfers to your Bank Account of the settling funds will be subject to the Payout Schedule (as defined below).

Third-Party Sites

The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Sites.  When you access third party websites, you do so at your own risk.  These other websites are not under Paystand’s control, and you acknowledge that Paystand is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources.  The inclusion of any such link does not imply endorsement by Paystand or any association with its operators.  You further acknowledge and agree that Paystand shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services available on or through any such third-party website or resource.

License to Site Content.

For purposes of this Agreement, “Content” includes, without limitation, any advertisements, advice, suggestions, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Paystand or its partners on or through the Service. You agree that the Service contains Content specifically provided by Paystand or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Service.  You shall not sell, license, rent, modify, distribute, copy, reproduce, reverse engineer, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit any Content or third-party submissions or other proprietary rights not owned by you, (a) without the consent of the respective owners or other valid right, or (b) in any way that violates any third-party right.

You may, to the extent the Sites expressly authorize you to do so, download or copy the Content, and other items displayed on the Sites for download, for personal, non-commercial use only, provided that you maintain all copyright and other notices contained in such Content. You shall not store any significant portion of any Content in any form.  Copying or storing of any Content for any reason other than personal, noncommercial use is expressly prohibited without prior written permission from Paystand, or from the copyright holder identified in such Content’s copyright notice.

Account Registration & Onboarding

In order to access Paystand’s Services, you will be required to create an account on the Services (“Account” or “Paystand Account”) and provide certain registration information. When creating your Account, you agree to (a) provide accurate, truthful, current and complete information when creating your Account; and (b) maintain and promptly update your Account information. You may be required to provide us with information and documentation including, but not limited to, your email address, a self-selected password, street address, telephone number, tax identification number (such as Social Security Number), date of birth, articles of incorporation, financial statements, passports, driver's license or a business license. By accepting the terms of this Agreement, you authorize us to retrieve information such as credit history, address history, and other data about you by using third parties, including credit bureaus and other information providers. You authorize Paystand, directly or through third parties, to make inquiries or verify that this information is accurate, and specifically authorize us to perform a background check. If we cannot verify that the information provided by you is complete and accurate, we may deny your use of our Service, or close your Account. We reserve the right to suspend or terminate the Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements. After we have collected and verified all your information, Paystand will review your Account and determine if you are eligible to use the Service. We may periodically update the information we collect about you to determine whether you continue to meet our eligibility requirements. At any time, we may conclude that you are not permitted to use (or continue to use) the Services, in our sole discretion.

We may share some or all of the information about your and your transactions with our processor, the Networks, the Bank, and our other partners (and our and their respective affiliates, agents, subcontractors, and employees).  Anyone that we share information with may use the information to perform their obligations under their agreements with us, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose. Any of our partners may also make eligibility determinations and conclude that you are not permitted to use the Services.

To the extent that any information we collect about you is personally identifiable information, it is subject to the terms of our Privacy Policy. Please refer to our Privacy Policy for information about how Paystand collects, uses and discloses personally identifiable information from its users.

Each Account must be linked to a verified Bank Account.

Fees

Paystand charges fees to Merchants using the Service (the “Fees”). Paystand may also charge Merchants Fees for exceptions processing, such as when a Merchant receives a Chargeback (as defined below). In addition, Merchant agrees to pay Paystand the Fees that may be set forth on the Site and/or Services from time to time. All Fees are stated in U.S. dollars. You shall pay all applicable Fees, as described on the Site in connection with the applicable Services. Rather than collecting payments directly from Merchants, to the extent permitted by law, the Bank may withhold these Fees (and any other obligations you may owe us) on our behalf from payments received by Merchant (e.g., from Purchasers). In addition, we may deduct any applicable Fees from your Reserve Account (as defined below).  Card fees will be assessed as the interchange data is received by our banking partners and networks. Your qualified card (b2b level 3, ecommerce basic, card present, regulated debit, and non-profit) rate is included in your contract. A 25bps assessment is added for tier 2 cards (b2b level 2, card not present basic cards, unregulated debit, basic rewards cards). An additional 50bps assessment is added for tier 3 (commercial and consumer premium cards). Finally, an additional 50 bps assessment is added for tier 4 (high tier commercial cards and AMEX when settled by Paystand). These rates are applicable to Visa, MasterCard, Discover, Diners Club, and JCB. Depending on merchant agreement, AMEX cards will either be processed at the tier 4 card rate, or through AMEX directly with a merchant identification number. Fees for bank to bank transactions, and ach are defined in your contract and will also be assessed as they are received directly from the related banking networks. If the transaction settlement amounts or Reserve Account are not sufficient to meet your obligations to us, we may charge or debit your Bank Account or any credit card registered in your Account for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.

Paystand does not provide refunds. You represent to Paystand that you are the authorized account holder or an authorized user of the chosen method of payment used to pay for the paid aspects of the Services. In addition, you are responsible for providing, at your own expense, all equipment necessary to use the Services, including a computer, modem, and Internet access (including payment of all fees associated with such access).

You will not impose any tax, fee, or surcharge on any transaction that a Purchaser seeks to make with an eligible payment card.  Subject to the terms of this Agreement, Paystand reserves the right to change its Fees. By continuing to use the Service following any such change, you consent to the change in Fees. If you do not consent, as your sole remedy, you may close your Account and cease to use the Services.

Purchasers

Purchasers may register with Paystand. Whether or not a Purchaser registers, however, their use of the Service is governed by the terms of this Agreement. You agree that, as a Purchaser, you are responsible for reading the full description of any good, service or other item promoted by a Merchant via the Services (“Merchandise”), including any terms and conditions applicable to the receipt of such Merchandise (“Seller Terms”), before committing to make any purchase or donation  via the Services to any Merchant. When you make a purchase or donation via the Services, you enter into a legally binding contract with the applicable Merchant to complete such purchase or donation and to receive any Merchandise subject to the Seller Terms. You agree to look solely to the applicable Merchant to resolve all questions and disputes regarding any purchases or donations you make to a Merchant via the Services. Paystand is not responsible for resolving any disputes between Purchasers and Merchants.

Prohibited Activities; Compliance; Restrictions
In connection with your use of the Paystand Services, you agree at all times to comply with Paystand’s Acceptable Use Policy which is hereby incorporated into this Agreement by this reference. Paystand reserves the right to terminate your account and block or prevent future access to, and use of, the Paystand Services for any violation of these Terms or the Acceptable Use Policy.

The Networks have established the Network Regulations and the ACH has established guidelines, bylaws, rules, and regulations (the “ACH Rules”). You are required to comply with all Network Regulations and ACH Rules that are applicable to Merchants. You can review portions of the Network Regulations at Visa and MasterCard. The Networks and the ACH reserve the right to amend the Network Regulations and/or the ACH Rules, as applicable, at any time.

You are responsible for maintaining the secrecy and security of your Account access credentials and for any use of or action taken thereunder. You shall: (a) maintain the security of your Account by not sharing your password with others and restricting access to your Account on your computer or mobile device; (b) promptly notify Paystand if you discover or otherwise suspect any security breaches related to the Paystand Service; and (c) take responsibility for all activities that occur under your Account and accept all risks of unauthorized access.

As a Merchant, you may not use the Services to post or link to any Merchandise that: (i) infringes any third-party intellectual property rights (including copyright, trademark, patent and trademark secrets) or other proprietary rights (including rights of publicity or privacy); (ii) constitutes libel or slander or is otherwise defamatory; or (iii) is counterfeited, illegal, stolen, or fraudulent. If Paystand discovers that any information or content provided by you is inaccurate, false, or misleading we reserve the right to immediately remove such information or content at our sole discretion.

Fraud; Suspicious Activity

If Paystand determines that you have received funds resulting from fraud or any prohibited activity (including, without limitation, any activities that violate any provision of this Agreement), those funds may be frozen, returned to the Purchaser, or seized.

In addition, if we reasonably suspect that your Account has been used for an unauthorized, illegal, or criminal purpose, you hereby authorize Paystand to share information about you, your Account, your access to the Services, and any of your transactions with law enforcement or other governmental or regulatory entities.

Responsibility for Merchant Products & Services
Merchants will provide a receipt to each Purchaser at the conclusion of each purchase transaction that includes all information required under the Network Regulations, the ACH Rules, and applicable law. You agree to provide clear and conspicuous notice to Purchasers of any Seller Terms. The Seller Terms applicable to any Merchandise will form a contract between you and any Purchaser who makes a payment or donation to you that entitles such Purchaser to any Merchandise. In delivering any Merchandise, you will not require any payments or impose any conditions that were not disclosed in the Seller Terms. You agree that any Merchandise you promote will not breach any agreements you have entered into with any third parties.

You are solely responsible for: (a) promptly fulfilling any order for Merchandise purchased by any Purchaser in accordance with the Seller Terms; (b) collecting and remitting any value added, use, sales or other transfer taxes owed to any national, state, or local taxing authorities in connection with the sale of any Merchandise; (c) resolving any disputes with Purchasers regarding any purchased Merchandise, including any Chargebacks or refunds; and (d) any and all injuries, illnesses, damages, claims, liabilities and costs suffered by you or any Purchaser that purchases your Merchandise, which are caused in whole or in part by you or your Merchandise.

You, and you alone, are responsible for providing your products and services to Purchasers for any and all issues related to your products and services, including but not limited to issues arising from the processing of Purchasers’ cards through the Service. You agree not to disguise, hide or otherwise misrepresent the number or character of the products and services that you offer on or through your store through use of any features of the Services or Software or otherwise.

You will accept and honor all eligible cards presented for payment by Purchaser for your Merchandise in accordance with the Network Regulations, this Agreement and any other applicable operating guides or regulations. You agree that you will obtain an authorization from the Networks for each payment card transaction, as required under the Network Regulations, and will not submit a card transaction for settlement where there is a negative authorization or the card is otherwise expired. You acknowledge that the existence of an affirmative authorization from us or the Networks does not mean that a particular card transaction will not be subject to Chargeback, Reversal or Claim (as those terms are defined below) at a later date.

Payment Authorization

You hereby authorize the Bank to hold, receive, disburse and settle funds on your behalf, including generating a paper draft or electronic funds transfer to process each payment transaction that you authorize. Subject to this Agreement, you also authorize the Bank to debit or credit any payment card or other payment method we accept. In addition, you authorize the Bank to initiate electronic ACH entries to each Bank Account for which you input routing number and account number on the Site, and to initiate adjustments for any transactions credited or debited in error. You agree to be bound by the ACH Rules, and you agree that all ACH transactions that you initiate will comply with all applicable law. Your authorization will remain in full force and effect until your Account is closed or terminated.

Accepted Payment Methods

Paystand supports most domestic and international credit, debit, prepaid or gift cards with a Visa, MasterCard, American Express or Discover logo. We will only process card transactions that have been authorized by the applicable Network or card issuer. We may add or remove support for certain payment cards at any time without prior notice. You agree to accept all of the cards issued by Networks that Paystand supports in accordance with the terms of this Agreement.

Paystand also supports payments via ACH from U.S.-based Purchasers with a U.S. bank account. At our discretion, Paystand may conduct verification checks on Purchasers to ensure account ownership and sufficient balance, and we may refuse to process payments from Purchasers at any time.

Payout Schedule

The “Payout Schedule” is the amount of time it takes for us to initiate a transfer to your designated bank account of settlement funds arising from card transactions processed through the Service. After your Bank Account has been reviewed and approved, Paystand will initiate transfer of settlement funds (net of Fees, Chargebacks, and other funds owed to us for any reason) in accordance with the Payout Schedule.  The terms of your Payout Schedule will be made available to you when you login to your Account. We are not responsible for any action taken by the institution holding your bank account that may result in some or all of the funds not being credited to your bank account or not being made available to you.

Notwithstanding the Payout Schedule, we may restrict access to your funds or defer or delay settlements to a Bank Account in our sole discretion for any of the following reasons: (a) based on your perceived risk and history with Paystand (e.g., risk of incurring a Chargeback, offsets for potential losses); (b) as required by law or court order; (c) during investigation and resolution of any dispute related to your Account; (d) to secure the performance of your payment obligations under this Agreement; and/or (e) as otherwise permitted under this Agreement or applicable law.  You can contact Paystand at 1-800-708-6413 to change the timing of your Payout Schedule or request an increase to your settlement limit. Upon submitting a request, you will be informed of the process and requirements for Paystand to review your Payout Schedule and/or Bank Account, and Paystand will determine whether to grant your request in its sole discretion.

You are not required to have a credit in your Account in order to use the Service. When you have a credit, your funds will be co-mingled and held by the Bank with other Merchants’ funds in one or more pooled accounts at the Bank that are established in the Bank's name for the benefit of you and other users. The Bank has sole discretion over the establishment and maintenance of any pooled account. Paystand has no ownership or control, and no right, title or interest in any account in which Merchant funds are held.

The Bank will hold any funds associated with your Account in an account separate from any account used for Paystand’s corporate funds. Paystand will not and cannot use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds that the Bank holds for you. As consideration for using the Service, you irrevocably assign to us or the Bank all rights and legal interests to any interest and/or other earnings or benefits that may accrue or are attributable to the Bank holding your funds in a pooled account.

If your Account is negative for an extended period of time (as determined by Paystand in our sole discretion), the Bank may close your Account and we may pursue legal action or other collection efforts.

Reserve Account

At any time and from time to time, we may temporarily suspend or delay payments to you and/or designate an amount of funds that we must maintain in your Account (“Reserve”) to secure the performance of your payment obligations under this Agreement. We may require a Reserve for any reason, including high chargeback risk or indications of performance problems related to your use of the Service. The Reserve will be in an amount as reasonably determined by us to cover anticipated chargebacks, returns, unshipped merchandise and/or unfulfilled services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by Paystand, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in Paystand’s favor, or otherwise as Paystand or its processor may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your Account, or from any other Paystand Account under your control or any funding source associated with such other Account, including but not limited to any funds (a) held as a balance in your Account, (b) due to you under this Agreement, or (c) available in your bank account, or other payment instrument registered with us.

You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Agreement, including without limitation for any reversals of deposits or transfers made to your Paystand Account. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by law. You irrevocably assign to us all rights and legal interests to any interest or other earnings that accrue or are attributable to your Reserve.

Chargebacks

A “Chargeback” is a request that a Purchaser files directly with his or her card company or card issuing bank to invalidate a processed payment. “Claim” means a challenge to a payment that you or a Purchaser files directly with Paystand. “Reversal” means Paystand reverses the settlement of funds from a processed card transaction that you received because (a) the card transaction is invalidated by the card issuer, (b) the settlement funds were sent to you in error by (i) Paystand or the Bank; (ii) the processors, suppliers or licensors of Paystand or the Bank; or (iii) any of the respective affiliates, agents, directors and employees of any of the entities listed in (i) or (ii) above, (c) the sender of the payment did not have authorization to send the payment (for example: the Purchaser used a card that did not belong to the Purchaser), (d) you received the payment for activities that violated this Agreement or any other Paystand agreement, or (e) Paystand decided a Claim against you.

You may be subject to a Chargeback (i.e., the amount of a payment may be charged back to you) in the event of a Claim or Reversal, or if the payment (1) was not authorized or we have any reason to believe that the transaction was not authorized, or (2) is unlawful, suspicious, or in violation of the terms of this Agreement. You are responsible for all Chargebacks, whether or not the Chargeback complies with the Network Regulations.

You owe us and will immediately pay us the amount of any Chargeback and any associated Fees, fines, or penalties assessed by the Bank, our processor, the Networks, or the ACH. If you do not have sufficient funds in your Account, then we may withhold and/or offset any funds available to you in accordance with the Fees section above. You understand that if you have pending Chargebacks, we or the Bank may delay payouts to you.

Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, the Bank may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (I) a Chargeback is assessed due to a Purchaser's complaint, in which case the Bank will retain and refund the funds; (II) the period of time under applicable law or regulation by which the Purchaser may dispute that transaction has expired; or (III) we determine in our sole discretion that a Chargeback on the transaction will not occur.

If we determine that you are incurring an excessive amount of Chargebacks, Paystand or the Bank may establish controls or conditions governing your Account, including without limitation, by (A) assessing additional Fees, (B) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related Fees, (C) delaying payouts, and (D) terminating or suspending the Service or closing your Account.

You agree to assist us when requested and otherwise cooperate fully, at your expense, with any investigation of any of your transactions processed through the Service, until such investigation is completed. To that end, you permit us to share information about a Chargeback with the Bank, the Purchaser, the Purchaser's financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. If the Chargeback is contested successfully, we will release the reserved funds to you. If a Chargeback dispute is not resolved in your favor by the Networks or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated Fees as described in this Agreement. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation promptly upon our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a Fee for mediating and/or investigating Chargeback disputes.

Transaction Terms

Transactions will be designated as Pending, Complete, Failed or Cancelled.

“Pending” means that a transaction is currently undergoing review by the Bank and may not be completed or settled, at the Bank's sole discretion. “Pending” may also indicate that the transaction is awaiting account confirmation or settlement from a third party.

“Completed” means that a transaction has cleared and the funds are available in the Merchant's Account. If Paystand determines that the transaction is related to a restricted or prohibited business or activity or that the transaction is the result of fraudulent activity, Paystand may reverse or refund the transaction at any time.

“Cancelled” means that a transaction has been stopped or reversed. This could be due to inaccurate or incomplete information about your Account, our inability to validate the legitimacy of a payment, Purchaser, or Merchant, or another reason. You may contact Paystand at 1-800-708-6413 for more information. Although payments are cancelled, the removal of an authorization on a Purchaser credit card or a return of funds to a Purchaser bank account may not be immediate, and Paystand cannot guarantee availability within a specific timeframe.

“Failed” means that a transaction could not be processed due to inaccurate Account information, insufficient funds, or another transaction-related reason.

Upon the release of transaction information by Paystand, a Purchaser will be debited or charged by the Bank. You agree that the Purchaser's obligation to you is treated as paid at the time of (i) the release of this transaction information when a transaction is designated as “Complete”; and (ii) the related initiation of processing by the Bank. After the initiation of processing by the Bank, you agree not to attempt to collect or otherwise seek payment from the Purchaser, because you agree that Purchaser's obligation to you will have been conclusively discharged. Merchant agrees that the Purchaser is a third-party beneficiary of the preceding two sentences. Transactions may remain designated as “Pending” before “Completed” if Paystand is reviewing a transaction for risk purposes. Transactions designated as “Pending” should not be treated as paid until they are designated as “Completed.”

Transactions may be disputed at any time up to 90 days from the date of transaction, regardless of designation, by the Purchaser. Disputes resolved in favor of the Purchaser may result in reversal of the disputed transaction, regardless of designation.

Paystand reserves the right to limit or restrict transaction size or volume at any time. If you would like to increase your limits, please contact us at 1-800-708-6413. Upon receiving this request, Paystand will conduct a review of your Account, and decide whether to lift or remove these limits. Paystand will consider a variety of factors in making this decision and will make this determination at its sole discretion.

Privacy

You represent and warrant that you are and will continue to be in compliance with all applicable privacy laws. In addition, you represent and warrant that you have obtained and will maintain all necessary rights and consents under applicable law to (a) disclose any data that you provide to us, or (b) authorize us to collect, retain, and/or disclose any data that you provide to us, including information that we may collect from your Purchasers directly or indirectly. You represent and warrant that you will disclose, and acknowledge that you are solely responsible for disclosing, to your Purchasers that Paystand is processing credit card transactions on your behalf and may obtain data from such Purchasers.

Cardholder Security/PCI Compliance

“Cardholder Data” is information associated with a payment card, such as account number, expiration date, and CVV2. Paystand is a validated PCI Level 1 Service Provider and so is qualified to handle Cardholder Data in connection with the Service.

If you handle, transmit, or store any Cardholder Data in connection with your use of the Service, you agree to comply at all times with the Payment Card Industry Data Security Standards (“PCI DSS”). Further, you agree to certify such compliance and provide documentation in accordance with Operating Regulations, or when asked by Paystand to do so. You also agree that you will use only PCI compliant service providers in connection with the storage, processing, or transmission of Cardholder Data. You will remove Cardholder Data from your systems, and any other place where you store it, as soon as practicable and in no event more than 24 hours after you receive an authorization decision.

You are fully responsible for the security of data (including but not limited to Cardholder Data) on your website or otherwise in your possession or control. You agree to comply with all applicable laws, Network Regulations, and rules in connection with your collection, security and dissemination of any personal, financial, or transaction information.  You agree to notify Paystand immediately if you provide any third party with access (or otherwise permit, authorize, or enable such third party’s access) to any Cardholder Data.

Unless a Purchaser expressly grants you consent, you may not retain, track, monitor, store, disclose or otherwise use any data collected from such Purchaser (e.g. to send any marketing or promotional materials to such Purchaser) except in connection with the transaction in which it was given and any post-transaction activities in connection with such immediate transaction (e.g., a Chargeback).

Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

If you discover a security-related issue, you agree to inform us of the issue immediately by contacting Paystand at 1-800-708-6413. You also agree not to disclose the issue until Paystand has addressed it.

Pricing Adjustments

Prices may increase based on the costs of doing business. Any changes are at the sole and absolute discretion of Paystand, up to a maximum of seven (7%) percent per year subsequent to the conclusion of the contract term. If this increase applies to you, the increased fees will apply at the start of the next quarterly term. If you have questions or comments related to this increase, please contact your Customer Success Manager.

Termination

You may terminate this Agreement by closing your Paystand Account at any time. When you close your Account, any pending transactions will be cancelled. Any funds that the Bank is holding in custody for you when you close your Account, less any applicable Fees, will be paid out to you according to your Payout Schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your Account as a means of evading your Payout Schedule). We or the Bank may hold your funds for any of the reasons described in this Agreement. If you are later determined to be entitled to some or all of the funds, the Bank will then release those funds to you.

We may terminate your Account at any time in our sole discretion. In addition, the Bank or any Network may terminate your Account at any time and for any reason, including, without limitation, if any act or omission by you results in harm or the loss of goodwill to such Bank and/or Network.  Reasons for which your Account may be terminated by Paystand, the Bank, or any Network may include, but are not limited to: (a) a material deterioration in your financial status or condition; (b) invalid, prohibited, or otherwise unacceptable sales deposits; (c) excessive chargebacks; and/or (d) any violation of this Agreement, any Network Regulations, the ACH Rules, or any applicable law. 

If your Account is terminated for any reason or no reason: (i) you continue to be bound by this Agreement, (ii) you will immediately stop using the Service and remove all card logos from your website and wherever else they are displayed, (iii) the license provided under this Agreement is immediately terminated, (iv) we reserve the right (but have no obligation) to delete all of your information and Account data stored on our servers, and (v) Paystand shall not be liable to you or any third party for termination of access to the Service, deletion of your information or Account data, or export of your information or Account data.

We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.

If your Account is terminated, you acknowledge and agree that Paystand and/or the Bank is required to and will report your business name and the name of your principals to the MATCH™ listing maintained by MasterCard and accessed and updated by Visa and American Express or to the Consortium Merchant Negative File maintained by Discover, if applicable, or to any other negative or terminated merchant file of any other Network, if applicable, pursuant to the requirements of the Network Regulations. You specifically consent to the fulfillment of the obligations related to the listing by Paystand or the Bank and to the listing itself and you waive and hold harmless Paystand and the Bank from all claims and liabilities you may have or incur as a result of such reporting.

Representations & Warranties

You represent and warrant to us that: (a) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (b) the name identified by you when you registered is your name or business name under which you sell goods and services; (c) any sales transaction submitted by you will represent a bona fide sale by you; (d) any sales transactions submitted by you will accurately describe the Merchandise sold and delivered to a Purchaser; (e) you will fulfill all of your obligations to each Purchaser for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Purchaser; (f) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (g) except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (h) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service; (i) your use of the Service will be in compliance with this Agreement.

DISCLAIMER OF WARRANTIES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SERVICE IS AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE OR FROM (a) PAYSTAND OR THE BANK; (b) THE PROCESSORS, SUPPLIERS OR LICENSORS OF PAYSTAND OR THE BANK; OR (c) ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (a) OR (b) ABOVE (EACH, A “DISCLAIMING ENTITY” AND COLLECTIVELY, THE “DISCLAIMING ENTITIES”) WILL CREATE ANY WARRANTY FROM ANY DISCLAIMING ENTITY TO YOU. YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER PAYSTAND NOR THE BANK HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE SERVICES, AND NEITHER PAYSTAND NOR THE BANK CAN ENSURE THAT ANY PURCHASER WILL COMPLETE A TRANSACTION OR IS AUTHORIZED TO DO SO.

WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE SERVICE WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.

THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER PAYSTAND NOR THE BANK WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Refunds & Returns

Paystand does not provide refunds.  By accepting this Agreement, you agree to submit any and all refunds and adjustments for returns of your Merchandise through the Service to the Purchaser’s payment card in accordance with the terms of this Agreement and Network Rules. The Network Regulations require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to Purchasers at the time of purchase, (c) not give cash refunds to a Purchaser in connection with a payment card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a payment card sale refund. Your refund policies must be the same for all payment methods.

If a Purchaser is dissatisfied with your refund policy, the Purchaser may attempt to Chargeback the payment. You may not bill or collect from any Purchaser for any purchase or payment by means of a payment card unless the Purchaser has exercised a Chargeback, you have fully paid for the charge, and you otherwise have the right to do so.

Full refunds must be for the exact dollar amount of the original transaction including tax, handling charges, and other. The refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to the Purchaser for postage costs incurred for product returns. You will use best efforts to process all refunds within sixty (60) days after the original transaction date, and you acknowledge that refunds processed after that time may not be capable of being processed.

For processed refunds, Paystand will deduct the refund amount (including any applicable Fees) from (i) settlement funds owed to you from processing of other card transactions, or (ii) funds in any Reserve Account. If these funds are not sufficient, you authorize Paystand to initiate an ACH debit entry to your Bank Account in the amount necessary to complete the refund transaction to the Purchaser’s payment card. In the event the Paystand cannot access your Bank Account by means of ACH debit or otherwise offset the applicable amount in accordance with the terms of this Agreement, you agree to pay all funds owed to Paystand upon demand. You are solely responsible for accepting and processing returns of your Merchandise; Paystand has no responsibility or obligation for processing such returns.

Books & Records; Audit

Except as required by law, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your Account, your transaction history and your use of the Service (“Books and Records”). Paystand is not responsible for maintaining any Books and Records on your behalf. You will maintain appropriate records of all card transactions for a period of at least two (2) years from the date of the transaction.

Your transaction history will be available to you when you login to your Account. Except as required by law, you are solely responsible for reconciling your transaction history with your actual card payment transactions. You agree to notify us of any discrepancies arising from such reconciliation and verification. We will investigate any reported discrepancies and attempt to rectify any errors that you or we discover. In the event you are owed money as a result of the discrepancy, we will transfer funds to your Bank Account in accordance with the applicable Payout Schedule. Your failure to notify us of any error or discrepancy in your transaction history within sixty (60) days of when it first appears on your transaction history will be deemed a waiver of any right to amounts owed to you in connection with any such error or discrepancy in processing your card payments.

If we believe that a security breach or compromise of data has occurred, we may require you to have a third-party auditor that is approved by us conduct a security audit of your systems and facilities and issue a report to be provided to us, our banking partners, and the Card Networks.

Paystand will be entitled to audit or have audited all of your Books and Records, websites, and/or premises to assure that you have the proper facilities, equipment, inventory, agreements, personnel, licenses, permits, and other capabilities required to conduct your business.   

LIMITATION OF LIABILITY

IN NO EVENT SHALL PAYSTAND NOR ANY DISCLAIMING ENTITY (AS DEFINED ABOVE), BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (INCLUDING, WITHOUT LIMITATION, THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE) (a) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (b) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (c) FOR YOUR RELIANCE ON THE SERVICE OR (d) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE AMOUNT OF FEES PAID BY YOU TO PAYSTAND DURING THE THREE (3) -MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the United States of America.  Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith.  Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.  Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.  For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation, this section.

Integration and Severability.

This Agreement is the entire agreement between you and Paystand with respect to the Service and use of the Sites, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Paystand with respect to the Sites.  If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Additional Terms

You will submit all card transactions for processing no later than three (3) days from the date of authorization.

You will display all Network marks in accordance with the rules and procedures of the Networks, and will use such marks only to indicate that you accept their cards for payment.

No more than twenty percent (20%) of your total sales processed via the Service may be international card sales.

If there is no activity in your Account (including access or payment transactions) for the period of time set forth in the applicable unclaimed property laws, and you have a credit, we may notify you by sending an email to your registered email address. We may also notify you by U.S. mail. We will give you the option of keeping your Account open, withdrawing the funds, or requesting a check. If you do not respond to our notice within the time period specified in the notice, we may close your Account and the Bank will escheat your funds in accordance with applicable law.

If applicable to you, your agreement to this Agreement also binds you to the Merchant Services Agreement set forth in Exhibit A to this Agreement. Please read the Merchant Services Agreement in full to see if it applies to you. By way of example only, if you receive more than $100,000 in payments from Visa or MasterCard in a twelve-month period, then the Merchant Services Agreement does apply to you. If it is applicable, the Merchant Services Agreement constitutes a legal binding contract between you, on the one hand, and VANTIV, LLC and its designated Member Bank, on the other hand.

Paystand shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Paystand’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.  This Agreement is personal to you, and is not assignable, transferable or sublicensable by you except with Paystand’s prior written consent.  Paystand may assign, transfer or delegate any of its rights and obligations hereunder without consent.  No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.  Merchant is solely responsible for any act or omission of any of Merchant’s employees, consultants, agents, and contractors.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

EXHIBIT A

Payment Processor Terms

This Merchant Services Agreement for Sub-Merchants ("Merchant Agreement") is made among VANTIV, LLC, having its principal office at 8500 Governors Hill Drive, Symmes Township, OH 45249-1384 and its designated Member Bank (collectively "Acquirer") and the "Merchant" as defined in, and in connection with, the Terms of Service between Paystand, Inc. and the Merchant (herein referred to as "Sub-merchant"). Capitalized terms not otherwise defined herein have the respective meanings given them in the Paystand Terms of Service. Acquirer will provide Sub-merchant with certain payment processing (the "Services") in accordance with the terms of this Merchant Agreement. In consideration of Sub-merchant's receipt of credit or debit card funded payments, and participation in programs affiliated with Visa, MasterCard, Discover, and certain similar entities (collectively, "Associations"), Sub-merchant is required to comply with the Operating Regulations as they pertain to applicable credit and debit card payments. In addition, if Sub-merchant meets certain requirements under the Operation Regulations or an Association or the Operating Regulations otherwise require, Sub-merchant may be required to enter into a direct relationship with an entity that is a member of the Associations. By agreeing to the Paystand Terms of Service to which this Merchant Agreement is an exhibit (by "click through" agreement or otherwise), Sub-merchant has fulfilled this requirement, if and when applicable. However, Acquirer understands that Sub-merchant may have contracted with Paystand to obtain certain processing services and that Paystand may have agreed to be responsible to Sub-merchant for all or part of Sub-merchant's obligations contained herein.

Payment processing services for account holders on Paystand may also be provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service(collectively, the “Stripe Services Agreement”). By agreeing to [this agreement / these terms / etc.] or continuing to operate as a Merchant on Paystand, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Paystand enabling payment processing services through Stripe, you agree to provide Paystand accurate and complete information about you and your business, and you authorize Paystand to share it and transaction information related to your use of the payment processing services provided by Stripe.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises contained herein, the parties agree as follows:

  1. Certain Sub-merchant Responsibilities. Sub-merchant agrees to comply, and to cause third parties acting as Sub-merchant's agent ("Agents") to comply, with the Associations' and other payment networks' by-laws, operating regulations and/or all other rules, policies and procedures, including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the MasterCard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations or payment networks (collectively, "Operating Regulations"). Sub-merchant may review the VISA, MasterCard, and Discover websites for a copy of the Visa, MasterCard and Discover regulations. The websites are: http://usa.visa.com/merchants; and http://www.mastercard.com/us/merchant/ and http://www.discovernetwork.com/merchants/. Without limiting the foregoing, Sub-merchant agrees that it will fully comply with any and all anti-money laundering laws and regulations, including but not limited to the Bank Secrecy Act, the US Treasury's Office of Foreign Assets Control (OFAC) and the Federal Trade Commission. For purposes of this section, Agents include, but are not limited to, Sub-merchant's software providers and/or equipment providers.

    If so indicated in the Paystand Terms of Service, Sub-merchant may be a limited-acceptance merchant, which means that Sub-merchant has elected to accept only certain Visa and MasterCard card types (i.e., consumer credit, consumer debit, and commercial cards) and must display appropriate signage to indicated the same. Acquirer has no obligation other than those expressly provided under the Operating Regulations and applicable law as they may relate to limited acceptance. Sub-merchant, and not Acquirer, will be solely responsible for the implementation of its decision for limited acceptance, including but not limited to policing the card type(s) accepted at the point of sale.

    Sub-merchant shall only complete sales transactions produced as the direct result of bona fide sales made by Sub-merchant to cardholders, and is expressly prohibited from presenting sales transactions which are produced as a result of sales made by any person or entity other than Sub-merchant, or for any purposes related to any illegal or prohibited activity, including but not limited to money-laundering or financing of terrorist activities.

    Sub-merchant may set a minimum transaction amount to accept a card that provides access to a credit account, under the following conditions: i) the minimum transaction amount does not differentiate between card issuers; ii) the minimum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand; and iii) the minimum transaction amount does not exceed ten dollars (or any higher amount established by the Federal Reserve). Sub-merchant may set a maximum transaction amount to accept a card that provides access to a credit account, under the following conditions: Sub-merchant is a i) department, agency or instrumentality of the U.S. government; ii) corporation owned or controlled by the U.S. government; or iii) Sub-merchant whose primary business is reflected by one of the following MCCs: 8220, 8244, 8249 - Schools, Trade or Vocational; and the maximum transaction amount does not differentiate between MasterCard, Visa, or any other acceptance brand.
  2. Sub-merchant Prohibitions. Sub-merchant must not i) require a cardholder to complete a postcard or similar device that includes the cardholder's account number, card expiration date, signature, or any other card account data in plain view when mailed, ii) add any tax to transactions, unless applicable law expressly requires that a Sub-merchant impose a tax (any tax amount, if allowed, must be included in the transaction amount and not collected separately), iii) request or use an account number for any purpose other than as payment for its goods or services, iv) disburse funds in the form of travelers checks if the sole purpose is to allow the cardholder to make a cash purchase of goods or services from Sub-merchant, v) disburse funds in the form of cash unless Sub-merchant is dispensing funds in the form of travelers checks, TravelMoney cards, or foreign currency (in such case, the transaction amount is limited to the value of the travelers checks, TravelMoney cards, or foreign currency, plus any commission or fee charged by the Sub-merchant), or Sub-merchant is participating in a cash back service, vi) submit any transaction receipt for a transaction that was previously charged back to the Acquirer and subsequently returned to Sub-merchant, irrespective of cardholder approval, vii) accept a Visa consumer credit card or commercial Visa product issued by a U.S. issuer to collect or refinance an existing debt, viii) accept a card to collect or refinance an existing debt that has been deemed uncollectable, or ix) submit a transaction that represents collection of a dishonored check. Sub-merchant further agrees that, under no circumstance, will Sub-merchant store cardholder data in violation of the Laws or the Operating Regulations including but not limited to the storage of track-2 data. Neither Sub-merchant nor its Agent shall retain or store magnetic-stripe data subsequent to the authorization of a sales transaction.
  3. Settlement. Upon receipt of Sub-merchant's sales data for card transactions, Acquirer will process Sub-merchant's sales data to facilitate the funds transfer between the various Associations and Sub-merchant. After Acquirer receives credit for such sales data, subject to the terms set forth herein, Acquirer will fund Sub-merchant directly to Sub-merchant's designated demand deposit account ("Sub-merchant-Owned Designated Account") or, at Sub-merchant's request, to a third-party check writer's account.. Any dispute regarding amount of settlement shall be between Paystand and Sub-merchant. Any dispute regarding the receipt of settlement shall be between Acquirer and Sub-merchant. Acquirer will debit the Paystand Reserve Account for funds owed to Acquirer as a result of the Services provided hereunder, provided that Acquirer may also debit the Sub-merchant-Owned Designated Account for funds owed to Acquirer as a result of the Services provided hereunder. Further, if a cardholder disputes a transaction, if a transaction is charged back for any reason, or if Acquirer reasonably believes a transaction is unauthorized or otherwise unacceptable, the amount of such transaction may be charged back and debited from Sub-merchant or the Paystand reserve account.
  4. Term and Termination. This Agreement shall be binding upon Sub-merchant upon Sub-merchant's acceptance (by "click through" agreement or otherwise). The term of this Agreement shall begin, and the terms of the Agreement shall be deemed accepted and binding upon Acquirer, on the date Acquirer accepts this Agreement by issuing a merchant identification number and shall be coterminous with Paystand's Terms of Service with Sub-merchant.

    Notwithstanding the foregoing, Acquirer may immediately cease providing Services and/or terminate this Agreement without notice if (i) Sub-merchant or Paystand fails to pay any amount to Acquirer when due, (ii) in Acquirer's opinion, provision of a service to Sub-merchant or Paystand may be a violation of the Operating Regulations or any Laws, (iii) Acquirer believes that Sub-merchant has violated or is likely to violate the Operating Regulations or the Laws, (iv) Acquirer determines Sub-merchant poses a financial or regulatory risk to Acquirer or an Association, (v) Acquirer's agreement with Paystand terminates, (vi) any Association deregisters Paystand, (vii) Acquirer ceases to be a member of the Associations or fails to have the required licenses, or (viii) Acquirer is required to do so by any of the Associations.
  5. Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Paystand, with written notice of any alleged beach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach.

    EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant's sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against Paystand and not Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub-merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in Paystand's processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Paystand, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Paystand. If Paystand is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services, directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer's then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer's relationship with Sub-merchant. If Paystand subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Paystand and this Agreement will govern Acquirer's relationship with Sub-merchant.
  6. Miscellaneous. This Agreement is entered into, governed by, and construed pursuant to the laws of the State of Ohio without regard to conflicts of law provisions. This Agreement may not be assigned by Sub-merchant without the prior written consent of Acquirer. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees and assignees. This Agreement is for the benefit of, and may be enforced only by, Acquirer and Sub-merchant and is not for the benefit of, and may not be enforced by, any other party. Acquirer may amend this Agreement upon notice to Sub-merchant in accordance with Acquirer's standard operating procedure. If any provision of this Agreement is determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and this Agreement will be construed as if such provision is not contained in the Agreement. "Member Bank" as used in this Agreement shall mean a member of VISA, MasterCard and/or Discover, as applicable, that provides sponsorship services in connection with this Agreement. As of the commencement of this Agreement, Member Bank shall be Fifth Third Bank, an Ohio Banking Corporation, located in Cincinnati, OH 45263. The Member Bank is a party to this Agreement. The Member Bank may be changed, and its rights and obligations assigned to another party by Acquirer at any time without notice to Sub-merchant.
Paystand Privacy Policy

Paystand Privacy Policy

This Privacy Policy (“Policy”) explains how your personal information is collected, used and disclosed by Paystand and its subsidiaries and affiliated companies (“Paystand”). This Policy applies to the websites of Paystand, including https://paystand.com, https://app.paystand.com, https://paystand.me (“Sites”) and Paystand’s other products, services or any other features, technologies or functionalities offered by us on our Sites or through any other means (collectively, “Services”). This Policy does not apply to information you provide directly to third party websites or third party applications that use Paystand’s Services. We do not control the activities of such third parties and advise you to consult their privacy policies before you share your personal information.

Personal Information Collected

We collect information about you in various ways when you use our Sites and Services. For example, we collect information you provide to us when you register for a Paystand account or sign up through a partner marketplace, initiate or accept a payment, request customer service or respond to a Paystand survey. Such personal information may include your name, address, email address, credit card information and bank account and routing numbers. Before you use the Services, we may also require you to provide additional information that we can use to verify your identity, such as your date of birth, Social Security number or other information. Finally, we may obtain information about you from other sources, including third party websites or applications that offer the Paystand Services, and combine that with information we collect on our Sites and through our Services.

When you visit our Sites or use our Services, some information is automatically collected. For example, when you visit our Sites, your computer’s operating system, Internet Protocol (“IP”) address, access times, browser type and language and the website you visited before our Sites are logged automatically. We also collect information about your usage and activity on our Sites and Services.

Cookies. We automatically collect information using “cookies.” Cookies are small data files stored on your hard drive by a website. Among other things, cookies help us improve our Sites, Services and your experience. We use browser cookies to see which areas and features are popular and to count visits to our Sites. We also use flash cookies for fraud prevention purposes. You can usually choose to set your browser to remove and/or reject cookies. For instructions on removing or rejecting flash cookies, please see Adobe Flash Player and Microsoft Silverlight. If you choose to remove or reject cookies, this could affect certain features or services of our Sites or Services. Please note that you may also encounter cookies from third parties when using the Paystand Services on websites that we do not control.

Web Beacons. We may also collect information using Web beacons. Web beacons are electronic images that may be used on our Sites, in our Services or in our emails. We use Web beacons to deliver cookies, count visits, understand usage and campaign effectiveness and to tell if an email has been opened and acted upon.

Use of Personal Information We Collect

We use personal information collected through our Sites and Services for purposes described in this Policy or otherwise disclosed to you. For example, we may use personal information to:

  • operate and improve our Sites and Services;
  • respond to your comments and questions and provide customer service;
  • process transactions and send you related information, including confirmations, receipts, invoices, technical notices, updates, security alerts and support and administrative messages;
  • verify your identity, prevent fraud and comply with money transmission laws;
  • resolve disputes, collect fees and troubleshoot problems;
  • communicate with you about new contests, promotions, rewards, upcoming events and other news about Paystand and our selected partners; and
  • link or combine with other personal information we get from third parties to help understand your needs and provide you with better service.

Paystand stores and processes personal information in the United States.

Sharing of Personal Information

We may share your personal information with the person or company that you are paying, or that is transferring money to you, for purposes of processing the transaction. We may also share your personal information with payment processors, banks and other entities in the financial system to process your transactions and maintain your account. We may also share your unique user ID with third parties that integrate the Paystand services into their sites and applications; however, we will not share any personal information with these third parties.

We may also share your personal information with third party vendors, consultants and other service providers who work on our behalf (e.g., fraud and identity theft prevention and security auditing services). Furthermore, to verify your identity, we may share your personal information with third-party identity-verification services such as Inflection and/or Lexus Nexus.

Finally, we may also share your information as follows:

  • with credit bureaus to report account information, as permitted by law;
  • to comply with laws or to respond to lawful requests and legal process; to protect the rights and property of Paystand, our agents, users and others, including to enforce our terms, policies and guidelines; or in an emergency to protect the personal safety of Paystand, our users or any other person;
  • in connection with any merger, sale of company assets, financing or acquisition of all or a portion of our business to another company; and
  • with your consent or direction to do so.

We may also share aggregated or anonymized information that does not directly identify you.

Security of Your Personal Information

Paystand takes measures to help protect your personal information in an effort to prevent loss, misuse and unauthorized access, disclosure, alteration and destruction.

Your Information Choices and Changes

You may opt out of receiving promotional emails from Paystand by following the instructions in those emails or by emailing us at . If you opt out, we may still send you non-promotional emails, such as emails about your accounts or our ongoing business relations. In addition, you can review and edit your personal information at any time by logging into your account.

Changes to This Policy

Paystand may change this Policy from time to time. If we make any changes to the Policy, we will change the “Last Updated” date above.

Questions

If you have any questions about this Policy, please contact us at support@paystand.com.

Solid Platform Terms of Service

Solid Platform Terms of Service 

Effective May 1, 2021 

If you are using  (1) a website or mobile application that uses Solid to enable your banking needs; (2) an account created on websites; or (3) you are otherwise using our website and software services under the Terms of Service. By using these services, you agree to Solid’s Terms of Service and Privacy  Policy (collectively, the “Terms of Service”), all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. We may update these Terms of Service from time to time and it is your responsibility to check for updates. 

If you do not agree to these Terms of Service, you must immediately stop using our services.

 

NOTICE OF BINDING ARBITRATION 

ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE ARISING OUT  OF OR RELATING TO THE TERMS OF SERVICE SHALL BE RESOLVED BY FINAL  AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED  IN THE SECTION TITLED “BINDING ARBITRATION” BELOW. PLEASE READ THE  SECTION TITLED “BINDING ARBITRATION” CAREFULLY. 

  1. Introduction to “Solid”

Solid Financial Technologies, Inc. and our affiliates or subsidiaries (collectively “Solid,” “we,” “us,” or “our”) is banking as a software (BaaS) layer between banks, and the financial technology platforms using our services (“Platform”).  We provide Platforms banking services (e.g. bank transfers or accounts) to you through Solid’s bank partners  (collectively “Banks”). 

 

Check out our website (solidfi.com) or feel free to email us at chat@solidfi.com to learn more about Solid. 

 

  1. Your customer relationship to Solid 

By using our services offered through Platforms or our website or mobile application, you became a customer of Solid. You agree to these Terms of Service when you use the services. You understand that all bank and transaction-related services are provided directly by the Bank, except as it relates to specific services provided to you by your Platform. Similarly, Platform is responsible for providing their services to you pursuant to your agreements with Platform. Solid’s services allow you to easily communicate with banks and other financial institutions through  Platforms. By using our service, you grant us the right, power,  and authority to act on your behalf to access and transmit your personal and financial information, and requests for services between Bank, Platform, and any other financial institutions (as applicable). 

 

  1. Your representations and promises or affirmations to us. 

By using our services or by accessing Solid’s or a Platform’s  website or phone application, you acknowledge and agree that: 

  1. Restriction on acceptance and use of our services. 

You are at least 18 years old (or legal age of capacity of your state) and you have the right, authority, and capacity to enter into these Terms of Service. If you are accepting these Terms of  Service on behalf of any legal entity, including any company,  organization, government, or governmental agency, you have been  authorized to do so and to act on behalf of such legal entity:

  1. True and accurate information. 

The information and instructions you provide us are true, accurate,  and complete, as you are solely responsible for such information and instructions. Additionally, you will provide all information requested by us, such as your name, email address, phone number,  date of birth, social security number or tax identification number,  photo ID, online login credentials or your account and routing numbers for your bank or credit union account (“Bank Account”),  and such other information as we may request from time to time.  You agree to update us if the information changes (collectively,  your “User Data”). We may use third parties to verify all or a  portion of your information. 

  1. Verification of your information. 

We may share your information with your Platform, Bank, our subsidiaries, and other third parties to verify your identity and/or your account information to provide our services to you as further detailed in our Privacy Policy. Sharing this information  is necessary to open an Account and to provide transaction-related  services as further detailed in the Section “USA PATRIOT Act  notice.” 

  1. Password security. 

If Platform or we provide you with login credentials (e.g. username, password or PIN) to access our services, (i) you will keep this information secure and confidential; (ii) you will not share such information with third parties; and (iii) you understand that you are responsible for all activity any person conducts using your login credentials to access our services, regardless of whether or not you authorized the activity. We will never ask you for your login credentials by phone or email. 

  1. Authorization to debit your account

By using our transactions services to send funds via the Automated  Clearing House (“ACH”) from your linked Bank Account(s) to your  Account, Platform, or a third party, you authorize us (as an agent of  Bank) to debit the Bank Account indicated by you for the amount and on the date provided by you. You understand that because this will be an electronic transaction, and funds may be withdrawn from your account as soon as the above-noted transaction date. You will not dispute your Platform, Bank, or Solid debiting my account,  so long as the transaction corresponds to the terms indicated in the transaction web form provided to you. 

  1. Limits on access to services. 

We may limit or suspend your access to our services or take other actions against you if the information you provide us is incorrect or you otherwise breach these Terms of Service as further detailed in these Terms of Service. 

  1. Compliance with the law and your agreements.

Your use of our services does not violate any laws or regulations or any agreements with any third parties. 

  1. Platform services are not endorsed. 

We do not provide any endorsements or guarantees for any individual or entity using Solid’s services (including the Platform you accessed to use our services), nor any third party offers, goods or services featured on our websites. Information regarding third-party offers, goods, and services is provided on our websites for informational purposes only, and may not be true, accurate, or reliable. 

  1. USA PATRIOT Act notice. 

Important information about procedures for using our services under the USA PATRIOT Act of 2001: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you use our services, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see a form of identification with your photograph or other identifying documents. 

  1. Your conduct. 

You understand and agree that you will not: 

  1. Use our services, without Solid’s prior written  consent, to transact with or operate services relating  to (i) credit repair, (ii) debt consolidation, (iii)  payday loans, (iv) title loans, (v) telemarketing, (vi)  tobacco sales, (vii) travel clubs, (viii) sweepstakes, (ix) choice of law, (x) marijuana or controlled substance  supply, (xi) tribal and entities that are not governed  by the U.S. or states, (xii) mail order or telephone  order companies, (xiii) business located outside of the  U.S., (xiv) adult entertainment, (xv) stored value  cards, (xvi) illegal or fraudulent goods or services,  including, but not limited to, illegal substances,  counterfeit goods, stolen goods, illegal or controlled  substances, and substances that pose a risk to consumer  safety (including synthetics, “potpourri not for human  consumption”, and other similar items), illegal online  gambling / wagering, pyramid schemes, counterfeit goods,  unlicensed sale of firearms or weapons, (xvii) any type  of money laundering, or (xviii) other businesses that  operate or engage in any business regulated by FinCEN,  including money service businesses, e-money business,  and businesses selling money orders or traveler’s  checks, and virtual or crypto-currency marketplaces and  exchanges;

 

  1. Provide false or inaccurate information to us, including an attempt to falsify your identity, such as by providing  false account information or false documents; 

 

  1. Defraud us, Bank, or other Solid users in any way; 

 

  1. Receive or attempt to receive duplicate compensation for  a disputed payment from the recipient, Solid, Bank,  and/or other financial institutions; 
  2. Engage in activity that indicates, in Solid or the  Bank’s discretion, that there may be a high level of risk  associated with you, your Account, or any of your Solid  account activity; or 

 

  1. Otherwise breach the terms of these Terms of Service or the policies herein. 

 

  1. Our services. 

Solid provides software services to you and Platforms to give you the ability to send and receive funds from third parties, in addition, to open up an Account. All funds transfer services are provided by Bank, as Solid does not receive, hold, or transmit funds. Our software allows you to send funds transfer instructions to Bank. Any funds balance displayed by Solid’s software are held in your Account, or otherwise held by Bank or Platform for your benefit, as applicable (“Account Balance”). 

Solid MAKES NO REPRESENTATIONS OR WARRANTIES RELATING TO YOUR  FUNDS OR ACCOUNT BALANCES INCLUDING FEDERAL DEPOSIT INSURANCE  CORPORATION (“FDIC”) INSURANCE COVERAGE. SUCH REPRESENTATIONS AND  WARRANTIES MAY BE FOUND IN YOUR SPECIFIC ACCOUNT AGREEMENT OR  AGREEMENT WITH YOUR PLATFORM. UNLESS NOTIFIED OTHERWISE BY SUCH  AGREEMENTS, YOUR ACCOUNT BALANCES MAY LOSE VALUE IN THE EVENT BANK,  THE BROKER-DEALER, OR PLATFORM ENTERS A RECEIVERSHIP. 

 

  1. Bank account services. 

We provide software services to facilitate your requests for services relating to your Account as detailed in such agreements.  We are not responsible or liable if your request for such services is limited, delayed, or denied for risk, compliance, or other reasons. 

 

  1. Transaction-only services. 

As an agent of a Bank, we may provide you with services to process transactions to or from your Platform or a third party in addition to your Account. In certain circumstances relating to our transaction services, your funds may be held by Platform or Bank for your benefit and an account balance may be displayed to you by our software. To provide services under this section, we may collect personally identifiable information, your Bank Account login credentials or account and routing numbers for your Bank  Account, or other User Data information as we may request from time to time as further detailed in these Terms of Service and our  Privacy Policy. Transactions processed via Automated Clearing House  (“ACH”) will be processed in accordance with such timeframes except as otherwise noted in these Terms of Service. Such transaction services may be limited, delayed, or denied for risk and compliance reasons that we may not be able to disclose to you. You understand that the transactions may be limited, delayed, or denied and expressly disclaim any claims relating to such actions. We are not responsible for reviewing the accuracy of the transactions (amount,  date, or the sender or receiver of funds). Additionally, we are not responsible if the receiver of funds rejects your transaction. 

  1. Other services. 

We may from time to time offer additional services or remove services without prior notice to you. You agree to be bound by the terms and conditions of such services as they may be offered to you. 

 

  1. Fees. 

Fees for services offered under your Account are detailed in the specific Account agreements. If you use our Transaction services listed in Section 4(b), you may be charged a transaction fee by  Platform or us as detailed in your agreement with Platform.  Transactions completed on our website or mobile application may include a transaction fee as detailed when you make a transaction request. 

 

  1. Reversals

In the event that a sender or the sender’s financial institution requests a reversal of payment or Solid decides against you in a  dispute against you, we reserve the right to charge you a $15.00  fee in addition to the full amount of the transaction  (collectively, the “Reversal Dues”). You agree to immediately reimburse for the Reversal Dues. Additionally, you authorize us to recover any Reversal Dues outstanding to Solid or Bank by debiting your available Account Balance. If you have an insufficient Account  Balance, you authorize Solid and our Bank to take any of the  following actions to recover the remaining amounts from you: 

  1. Debit the Bank Account(s) linked to our services; 
  2. Suspend your use of our services and require your immediate payment; or 
  3. Engage in collection efforts. 

 

  1. Protecting you and resolving disputes. 

Solid is always looking for ways to protect you from abusive business practices, security-related issues, and other issues you may encounter with Platform and our Banks. If you have a complaint against how Platform or Bank is providing services to you or using your User Data, just let us know by emailing us at  legal@solidfi.com per below. We cannot warranty or guarantee anything under this section, but if we are able to help, we will work with you to resolve your complaint so long as such assistance is commercially reasonable and does not violate any agreements with third parties, regulations, or laws. Disputes relating to your Account shall be governed by your specific account agreements.  Below is more information on how we can try to help you with other  Disputes (as defined below). 

  1. Dispute resolution

You understand and agree that we are not responsible for the goods or services that you pay for using our services, including but not limited to those offered by your Platform and other third parties.  Each Platform and seller that you purchase from is responsible for providing the goods and services that you purchase and for providing all customer service related to those goods and services.  We recommend that you review Platform’s and, if applicable, a  seller’s policies before completing your purchase. You are  responsible for resolving any disputes that you may have with a 

Platform or a seller. If you have exhausted all options for resolving a complaint about abusive business practices, security-related issues, or other dispute with a Platform or a seller, you may choose to file a dispute claim with Solid (“Dispute”) by following the steps in this “Disputes” Section. 

  1. Release of Solid. 

By filing a Dispute, you understand and agree that: 

You are asking us to assist in resolving the dispute in its sole  discretion and that such assistance or Solid’s decision may not  be satisfactory to you; 

Solid’s assistance in resolving the dispute does not guarantee  any particular outcome or any action on our part; and 

You release Solid and our officers, directors, agents, employees,  subsidiaries, and suppliers from all claims, demands, and damages of any kind arising out of your dispute with a seller and Solid’s review of your Dispute. 

  1. How to file a Dispute. To file a Dispute, follow these  steps: 
  2. Abusive business practices, security issues, or other non-transaction-related disputes. If you  have a complaint about a Platform relating to  abusive business practices, security issues,  handling of your User Data, or related issues,  email us at legal@solidfi.com with the  following information: 
  3. The email associated with your account; 
  4. The name of the website, mobile application, and Platform relating to such Dispute; 
  5. The details of your Dispute with the  Platform, including any steps already taken to resolve the issue, and copies of  supporting documentation (e.g. email  correspondence, related agreements, and  

promises or affirmations, etc.); and

  1. How these issues have negatively affected you. 

 

  1. Transaction-related disputes or unauthorized activity. Within 45 days of the original disputed  transaction or immediately if the Dispute relates to unauthorized activity, email us at chat@solidfi.com with the following  information: 
  2. The email associated with your account and  names of both parties, if available; 
  3. The name of the website, phone application, and Platform relating to such Dispute; 
  4. The transaction ID number; 
  5. The amount of the transaction; and 
  6. The details of the unauthorized activity or your disagreement with the recipient, including any steps already taken to resolve the issue, and copies of supporting documentation (e.g. when you first noticed such unauthorized activity, email correspondence, receipts, shipping confirmations, etc.). 

Provide any additional information or documentation that we may request. Once Solid has decided the outcome of the  Dispute, the parties will be notified of the decision. You are required to comply with the decision and complete any actions required by such decision. 

All disputes relating to an Account shall be governed by the specific Account agreement and this section shall not apply. 



  1. Your liability and actions against you. 
  2. Your liability. 

You are responsible for all Reversal Dues, claims, fees,  fines, penalties, and other liabilities incurred by Solid, Bank,  other Solid users, a Platform, or third parties arising from your breach of these Terms of Service or your use of our services.  You agree to reimburse Solid, Bank, other Solid users,  Platforms, or third parties for any and all such liability. 

  1. Actions we may take. 

If we determine, in our sole discretion, that you may have breached these Terms of Service, that you or your account activity presents risk or security concerns, or if we are unable to verify your identity, we may take actions to protect Solid, Bank, Platforms,  our users, or other third parties from Reversal Dues, claims,  fines, penalties, and any other liability. These actions may  include, but are not limited to, the following:

 

  1. Suspending your access to your Account or other  Solid related services; 
  2. Suspending your access to your funds held in your  Account, or otherwise held with Bank or Platform for your benefit for up to 90 days; 

iii. Taking action as set out in the “Reversals”  Section to recover amounts that you owe; 

  1. Closing your Account held by Bank or Platform for  your benefit; 
  2. Contacting Platforms, our users or third parties  who have purchased goods or services from you, contacting the financial institution associated  

with your Bank Account(s), and/or warning other Solid users, law enforcement, or other impacted  third parties of your actions; 

  1. Refusing to provide our services to you in the  future; and 

vii. Taking legal action against you. 

 

  1. Notice of limit or suspension. We will provide you with notice if we take any of the above actions against your  Account or other accounts held by Bank or Platform for your benefit. If we limit or suspend such accounts, we will provide you with notice of our action. 





  1. Your privacy + our Privacy Policy. 

Solid takes your privacy seriously. To learn more about what information we may collect, how we use your information, and how we share your information with Platform or to open your Account,  please review our Privacy Policy found at  https://solidfi.com/privacy

 

  1. Solid services are in the US Only. 

Solid’s services are based in the United States of America. We make no claims whether these services can be appropriately used outside of the United States. If you access our services from outside of the United States, you do so at your own risk. You are solely responsible for ensuring compliance with local laws. 

 

  1. Solid can terminate these Terms of Service at will. 

We reserve the right, at our sole discretion, to restrict, suspend,  or terminate these Terms of Service and your access to all or any part of our services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of our services at any time without prior notice or liability. 

 

  1. Terminating your agreement with Solid. 

If you wish to terminate your use of the services and the Terms of  Service, email us at legal@solidfi.com. However, if you terminate the Terms of Service with Solid, this will result in your Account Agreement being terminated and may impair your ability to use Platform’s services. You accept sole responsibility and any liabilities resulting from an impairment of Platform’s services or termination of your agreements with Platform, to the fullest extent permitted by law. 

 

  1. Terminating your agreement with Platform or your  Account. 

If you wish to terminate your agreement with Platform or your  Account, you must notify the parties of such agreements in accordance with such agreements. 

 

  1. Notice + electronic communication. 

To the fullest extent permitted by law, these Terms of Service,  notices, and other communications (collectively, “communications”)  from Solid to you regarding these Terms of Service may be provided to you electronically via Solid, Bank, or Platform (on behalf of  Solid), and you consent and agree to receive those communications in an electronic form. Electronic communications may be posted on the page you are on now and the pages within the Platform’s website or application, pages within the Solid website  (https://solidfi.com/) or applications, and/or delivered by  Solid, Bank, or the Platform (on behalf of Solid) to your email address(es) provided to Platform and us. You may download or print a paper copy of any electronic communication and retain it for your records. All communications in electronic format will be considered to be "in writing," and to have been received no later than twenty-four (24) hours after posting or dissemination, whether or not you have received or retrieved the communication. Solid reserves the right to provide communications in paper format. You agree to give us notice of any change of your postal or email address. 

Your consent to receive communications electronically is valid until you revoke your consent by notifying us of your decision to do so. If you revoke your consent to receive communications electronically, Solid may terminate your right to use the services under these Terms of Service and, as a result, your ability to use the Bank or Platform services, and you accept sole liability for resulting from an involuntary termination of the  Bank’s or Platform’s services, to the extent permitted by law. 

You may give notice to Solid by emailing Solid at  legal@solidfi.com 

“Business Day” for the purpose of these Terms of Service means every day is a business day except Saturdays, Sundays, and federal and state holidays. 

 

  1. Modifications.

Solid may revise these terms of Service at any time without notice. By using the Platform’s or Bank’s services,  Solid services or website, you are agreeing to be bound by the then current version of these Terms of Service and any amendments to the Terms of Service upon your continued use of our services. 

  1. IMPORTANT LEGAL PROVISIONS

 

  1. NO WARRANTIES. 

THE SERVICES UNDER THE TERMS OF SERVICE, Solid’S WEBSITE, AND ITS  CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT  ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR  PURPOSE. 

THE Solid SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE”,  WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED,  OR STATUTORY. USE OF THE Solid SERVICES IS AT YOUR OWN RISK.  Solid, BANKS, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS,  AGENTS, EMPLOYEES, AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED  WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,  AND NON-INFRINGEMENT. NEITHER Solid NOR BANK HAVE CONTROL OF, OR  LIABILITY FOR, ANY PRODUCTS OR SERVICES OFFERED BY PLATFORMS OR  THAT ARE PAID FOR USING OUR SERVICES AND CANNOT ENSURE THAT ANY  PLATFORM OR OTHER THIRD PARTY YOU TRANSACT WITH WILL COMPLETE THE  TRANSACTION. NEITHER Solid NOR BANK REPRESENT OR WARRANT THAT  OUR SERVICES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS,  UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL  BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,  OBTAINED BY YOU FROM Solid OR THROUGH OUR SERVICES WILL CREATE  ANY WARRANTY NOT EXPRESSLY STATED HEREIN. NEITHER Solid NOR BANK  SHALL BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS OR SYSTEM  FAILURES THAT MAY AFFECT THE PROCESSING, COMPLETION, OR SETTLEMENT  OF OUR SERVICE TRANSACTIONS. THIS DISCLAIMER OF WARRANTY SECTION  SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE  JURISDICTION 

Solid MAKES NO REPRESENTATIONS OR WARRANTIES RELATING TO YOUR  FUNDS OR ACCOUNT BALANCES INCLUDING FEDERAL DEPOSIT INSURANCE  CORPORATION (“FDIC”) INSURANCE COVERAGE OR SECURITIES INVESTOR  PROTECTION CORPORATION (“SPIC”) INSURANCE COVERAGE. SUCH  REPRESENTATIONS AND WARRANTIES MAY BE FOUND IN THE SPECIFIC  ACCOUNT AGREEMENT OR AGREEMENT WITH YOUR PLATFORM. UNLESS  NOTIFIED OTHERWISE BY SUCH AGREEMENTS, YOUR ACCOUNT BALANCES MAY  LOSE VALUE IN THE EVENT BANK OR BROKER DEALER ENTERS A  RECEIVERSHIP.

 

  1. Force majeure. 

You understand and agree we will not be held responsible for any losses or damages resulting from suspension of service due to extraordinary events or circumstances beyond our control. In such an event, Solid or Bank may suspend the services and access to your Account held by Bank or Platform for your benefit. 

  1. LIMITATION OF LIABILITY. 

IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER  (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, AND CONSEQUENTIAL  DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR  BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE  Solid’S, BANK’S, PLATFORM’S SERVICES OR WEBSITES OR PHONE  APPLICATIONS OR CONTENT THEREIN WHETHER BASED ON WARRANTY,  CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY,  EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR  LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES,  SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST  EXTENT PERMITTED BY LAW. 

  1. Indemnification. 

You agree to defend, indemnify and hold harmless Solid and their respective officers, directors, employees, agents, and suppliers (collectively “Disclaiming Entities”) from and against any third party claim, suit, demand, loss, liability, damage,  action, proceeding or suits and related liabilities, damages,  settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses) arising out of or relating to (i) your breach of any provision of these  Terms of Service; (ii) your actions and omissions in connection with your accounts or our services; (iii) our actions and omissions, provided that they are taken/omitted in accordance with this Terms of Service or your instructions; or (iv) your violation of any laws and regulations; or (v) your negligent or reckless act or omission or willful misconduct of your employees,  contractors, or agents. This provision shall survive the termination of these Terms of Service. 

  1. Binding Arbitration. 

Any controversy or claim arising out of or relating to these  Terms of Service, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. In any arbitration arising out of or related to the Terms of Service, the arbitrators will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and attorneys’ fees awards will be offset. 

No class actions or similar process, and no joinder or consolidation of any claim with a claim of any other person or entity, shall be allowable in arbitration, without the written consent of both parties. The arbitrator shall have no authority to entertain any claim on behalf of a class, group, person, or entity who is not a named party to the arbitration, nor shall any arbitrator have authority to make any award for the benefit of,  or against, any class, group, person, or entity who is not a  named party to the arbitration. In the event that there is a  dispute about whether limiting arbitration to non-class proceedings, or to the named parties, is enforceable under applicable law, then that question shall be resolved by a court rather than by an arbitrator, and to the extent, it is determined that resolution of a claim must proceed on a class basis, it shall so proceed in a court of competent jurisdiction rather than in arbitration. 

The place of arbitration shall be San Francisco, CA, except to the extent, the arbitration involves Bank and/or your Account, or a third-party service provider of Solid as a party to the dispute, then Solid may in its sole discretion move the place of arbitration to the location of such arbitration proceedings to which you have previously agreed to in such agreements (See, your specific Account Agreement Arbitration sections for more information of the place of arbitration). 

ARBITRATION WITH RESPECT TO A CLAIM IS BINDING AND NEITHER PARTY  WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN  ARBITRATION THE PARTIES WILL NOT HAVE THE SAME RIGHTS THAT APPLY  IN COURT, SUCH AS THE RIGHT TO A TRIAL BY JUDGE OR JURY AND THE  RIGHT TO PARTICIPATE OR BE REPRESENTED IN PROCEEDINGS BROUGHT BY  OTHERS SUCH AS CLASS ACTIONS OR SIMILAR PROCEEDINGS. IN ADDITION,  THE RIGHT TO DISCOVERY AND THE RIGHT TO APPEAL MAY ALSO BE LIMITED  OR ELIMINATED IN ARBITRATION. ALL OF THESE JUDICIAL RIGHTS ARE  WAIVED WITH RESPECT TO CLAIMS THAT THE PARTIES ELECT TO ARBITRATE. 

All claims, findings, and settlements under this “Binding  Arbitration” shall be confidential information of Solid. You shall not disclose or reveal to employees, agents, Platform, or other third parties unless such information is already publicly available. Due to the unique nature of the confidential information, monetary damages may be inadequate to compensate us for your violation or threatened violation may cause irreparable injury to us and, in addition to any other remedies that may be available, in law, in equity or otherwise, we shall be entitled to seek injunctive relief against the threatened breach of confidentiality or the continuation of any such breach by you. 

  1. Other legal terms. 

The Terms of Service are governed by the laws of the State of California. You agree to submit to the exclusive personal jurisdiction of the state and federal courts in the State of California except as detailed in the “Binding Arbitration” Section.  If any provision of these Terms of Service is found to be invalid by a competent court, the invalidity of such provisions shall not affect the validity of the remaining provisions. Likewise, if we choose to terminate any provision in accordance with the termination provision, that termination shall not affect the termination of other provisions. 

If we fail to act on or enforce, any provision in the Terms of  Service, this shall not be construed as a waiver of that, or any other, provision. We will only grant waivers to specific provisions, for specific instances, in writing. The Terms of  Service constitute the entire agreement between you and us with respect to this website and supersedes all previous or contemporaneous agreements. The section headings are merely provided for convenience and shall not be given any legal import.  You may not assign your rights and obligations under these Terms of Service. The Terms of Service will inure to the benefit of our successors, assignees, licensees, and sublicensees.

Paystand Rewards Program and Crypto Rewards Account Terms

Welcome to the Paystand DeFi Corporate Card Crypto Rewards Program (the “Rewards Program”)!

 

The Rewards Program is offered by Paystand, Inc (“Paystand”) and enables eligible Paystand customers to receive digital asset rewards (“Rewards”) on certain Qualifying Purchase Transactions (defined below) made using the DeFi Corporate Visa® Card (the “DeFi Card” or “Card”). The Card is issued by Evolve Bank & Trust, an FDIC-insured, Tennessee state-chartered industrial bank headquartered in Memphis, Tennessee (the “Bank”). Solid Inc (“Solid”) is the servicer of your DeFi Corporate Card, and Paystand is the servicer of this Rewards Program. 

 

In these DeFi Corporate Card Crypto Rewards Program Terms and Conditions (the “Rewards Program Terms”), the words “we”, “us” and “our” each mean Paystandt. The words “you”, “your”, and “yours” mean each and all of those who apply for, sign, or use a DeFi Corporate Card and participate in the Rewards Program. “Digital asset” or “cryptocurrency” each mean a digital asset (also called a “virtual currency,” “digital currency,” or “virtual commodity”), such as bitcoin or ether, which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network.

 

By maintaining your DeFi Corporate Card Account and using your Card, you are accepting and agreeing to these Rewards Program Terms. The following are incorporated by reference into these Rewards Program Terms: (i) Paystand Terms of service, (ii) Paystand Privacy Policy, (iii) Solid Platform Terms of Service, (iv), Solid Privacy policy, (v), Solid Website & Dashboard Terms of Use, (vi) Evolve Bank & Trust Deposit Agreement - Business, (vii) Evolve Bank & Trust Electronic Communication Consent, (viii) Evolve Privacy Policy. ). These Rewards Program Terms are available at https://www.paystand.com/defi-card-terms-of-service.  These Rewards Program Terms relate only to the Rewards Program. 

 

We may, from time to time and in our sole discretion, amend, delete or add to these Rewards Program Terms and may change or limit any aspect of the Rewards Program and its restrictions, benefits or features, in whole or in part. Changes may include, but are not limited to, changing the definition of Qualifying Purchase Transactions, the distribution of Rewards, the imposition of an annual Rewards Program membership fee or of any fees associated with the Rewards Program, the percentage applied to calculate the amount of Rewards, the method used to calculate the amount of Rewards, the eligible digital assets in which to receive your Rewards, or the amount of digital assets that you may be eligible to receive. We will post any such changes to these Rewards Program Terms at https://www.paystand.com/virtual-card-terms-of-service. It is your responsibility to review these Rewards Program Terms (including the Incorporated Terms) for any such changes. We reserve the right to notify you of such changes via our website, or otherwise, but, other than as required by applicable law, we have no obligation to notify you of every update. 

 

Any controversy, dispute or claim arising out of or relating to these Rewards Program Terms shall be subject to the dispute resolution provisions contained in the Dispute Resolution section of the Paystand terms of service (https://www.paystand.com/virtual-card-terms-of-service). 

 

The Rewards Program may be terminated at any time for any reason without advance notice and will terminate automatically without notice in the event that Paystand permanently ceases to operate.

 

Eligibility and Enrollment

To be eligible to participate in the Rewards Program, you must have a DeFi Corporate Card Account). Your DeFi Corporate Card Account is subject to Paystand’s Terms of Service, available at https://www.paystand.com/virtual-card-terms-of-service. Paystand’s Terms of Service is a separate and independent agreement, and these Rewards Program Terms do not modify or supersede any terms of the DeFi Card’s User Agreement.  In the event of a conflict between the DeFi Card’s User Agreement and these Rewards Program Terms, the DeFi Card’s User Agreement will govern, except the Rewards Program Terms will govern in any matter solely relating to the Rewards Program. Your DeFi Corporate Card Account includes a rewards account. To earn and access your Rewards, including to redeem Rewards, you must first successfully provide the required identification information pursuant to Paystand’s Terms of Service. Use of your DeFi Corporate Account (including the Rewards transferred to your DeFi Corporate Card Account) is governed by the Paystand Terms of Service.

 

To be eligible to participate in the Rewards Program, you must also be a cardholder of the DeFi Card. Your Cardholder Agreement (defined below) is a separate and independent agreement that governs the terms and conditions and use of your Card, and these Rewards Program Terms do not modify or supersede any terms of the Cardholder Agreement. In the event of a conflict between the Cardholder Agreement and these Rewards Program Terms, the Cardholder Agreement will govern, except the Rewards Program Terms will govern in any matter solely relating to the Rewards Program. When you are approved for your Card, your account (your “Card Account”) is automatically enrolled in the Rewards Program and will remain enrolled unless you fail to keep your Card Account active or we otherwise suspend, terminate, or disqualify your ability to receive Rewards or participate in the Rewards Program in accordance with these Rewards Program Terms. 

 

If at any time your DeFi Card Accounts are not in Good Standing (defined below), Paystand, as the servicer of your Card Account, may suspend your ability to make transactions using your Card and, as a result, you will not be eligible to receive Rewards. If your DeFi Card Account is closed by us (or your Card Account is closed by the Bank), as applicable, because they are not in Good Standing or for any other reason you will no longer be eligible to receive Rewards. ‍

 

Our failure or delay in enforcing any of your obligations, or exercising a right or remedy, does not amount to a waiver of that obligation, right or remedy. Additionally, if we waive a particular obligation in one circumstance, it does not prevent us from subsequently requiring compliance with the obligation on other occasions.

 

Receiving Rewards 

Upon approval of your Card, you will be eligible to receive Rewards for all Qualifying Purchase Transactions made using your Card. You will not be eligible to receive any Rewards if you do not make any Qualifying Purchase Transactions. Paystand will determine when and how much Rewards you are eligible to receive for each Qualifying Purchase Transaction. You can view your Rewards by logging into your Paystand DeFi Corporate Card Account and visiting the “Overview” or “Bitcoin Rewards” tabs of the Paystand Website.

 

When You Will Receive Your Rewards  

There are two categories of Rewards: Instant Rewards and Post-Clear Rewards. 

 

Instant Rewards: All Qualifying Purchase Transactions, other than transactions designated as eligible to receive Post-Clear Rewards (described below), are eligible for Instant Rewards. Paystand calculates Instant Rewards as of the authorization of a transaction using your Card, subject to any adjustments that are calculated when the Qualifying Purchase Transaction clears. For example, if you purchase goods in person or online at a retail store or website, Paystand may automatically transfer Instant Rewards to your Account when the Qualifying Purchase Transaction is initially authorized and is still processing but not yet posted to your Card. When the Qualifying Purchase Transaction posts to your Card and after as needed, Paystand will calculate to determine whether any adjustments are necessary (described in the How Your Rewards Will Be Calculated section below), and the final calculation of Rewards for the Qualifying Purchase Transaction will reflect this adjustment. 

 

Post-Clear Rewards: Qualifying Purchase Transactions that are eligible to receive Rewards when the transaction clears are categorized as “Post-Clear Rewards”. The full list of categories (including merchants), or transactions that are only eligible for Post-Clear Rewards and not eligible for Instant Rewards is here and may be updated from time to time in Paystand’s sole discretion. Paystand calculates Post-Clear Rewards (and instructs us to deposit Post-Clear Rewards into your Digital Asset Account) only at the time the underlying Qualifying Purchase Transaction is posted to your Card Account. These categories of Qualifying Purchase Transactions include certain transactions made at hotels, gas stations, car rental agencies, and any other transactions that a merchant’s acquiring bank or payment processor specifies as a pre-authorization. A pre-authorization results in an authorization hold in which the merchant authorizes an electronic transaction of a specified amount (usually more than the expected transaction amount) and holds this balance until the transaction clears. 

 

Example: A gas station may place a $50 hold when authorizing the card even if you only intend to purchase $20 worth of gas. The $50 hold will remain until the transaction clears and posts to your Account, which can take 24-72 hours. In this example, you will receive Rewards on the $20 worth of gas when it clears and posts to your Account (and you will not receive Rewards on the $50 authorization hold). 

 

The transfer of Rewards to your Paystand Account from time to time may be delayed for any reason referenced in the Paystand Terms of Service, including for example, in the event of any scheduled maintenance, unscheduled downtime, market congestion, systems failure, mechanical or electronic failure, error, interruption, delay, or due to any other risk or circumstance resulting in the inability to transfer Rewards to your Account. In the event of any such delay, the transfer of Rewards will be completed at a reasonable time period after the reason causing the delay is resolved, and the conversion into the selected digital asset will be done at the time of such transfer. Value of Rewards is subject to market fluctuations.

 

How Your Rewards Will Be Calculated

Rewards Tiers: You will be eligible for Rewards for all Qualifying Purchase Transactions on a tiered basis, as follows:



Transaction Type

Rewards Percentage

Qualifying Purchase Transactions at Tier One Bonus Rewards Merchants

2% of the posted Qualifying Purchase Transaction amount on up $10,000 in the first 30 days of sign up, applied at the end of the 30 day period 

All other Qualifying Purchase Transactions

1% of the posted Qualifying Purchase Transaction amount

 

Paystand’s calculation of eligible Rewards to be transferred to your Account will be calculated as follows. At all times, the value of Rewards is subject to standard market fluctuations. 

 

The U.S. Dollar amount of each Qualifying Purchase Transaction (either at the time of authorization in the case of Instant Rewards, or at the time of clearing in the case of Post-Clear Rewards), is multiplied by the above-listed percentage corresponding to the transaction type. 

 

This U.S. Dollar amount will be rounded up to the nearest cent but will not be less than one cent.

 

This U.S. Dollar amount is then converted into bitcoin at the time that you made the Qualifying Purchase Transaction.

 

The conversion will be made at the market price (as provided by Gemini Exchange) of bitcoin at the time Paystand bought bitcoin. The market price is calculated as the lowest sell order for that digital asset on Gemini Exchange’s order book at such time, or as otherwise reasonably calculated.

 

If the value of the digital asset calculated contains decimals beyond the number we support for that digital asset, it will be rounded up to the smallest decimal value we support for that cryptocurrency.

 

Such calculation and the amount of Rewards you are eligible to receive in your Digital Asset Account are subject to credits, adjustments, charges or corrections as described below.

 

Rewards Adjustment: If a credit is issued to your Card Account as provided below, Paystand will deduct the original U.S. Dollar amount of Rewards associated with that credit from the amount of Rewards associated with the next transaction, or transactions if necessary (a “Rewards Adjustment”). For clarity, you will not receive future Rewards in the amount of the Rewards Adjustment. After the Rewards Adjustment is complete for any given credit, you will continue to earn Rewards normally on future Qualifying Purchase Transactions. If you have a Rewards Adjustment at the time your Card Account is closed, you will remain obligated to pay the amount of the Rewards Adjustment, and Paystand may designate such amount as a Rewards Charge or a Rewards Correction. A Rewards Adjustment can occur in a number of circumstances, including the following:

 

You make a Qualifying Purchase Transaction using your Card and later make a return or a merchant otherwise credits your Card Account;

 

You make a Qualifying Purchase Transaction for which Instant Rewards were automatically transferred to your Digital Asset Account, but the value of such Qualifying Purchase Transaction when it clears and is posted to your Card Account is less than the value when the Qualifying Purchase Transaction was initially authorized;

 

You make a Qualifying Purchase Transaction for which Instant Rewards were automatically transferred to your Digital Asset Account, but such Qualifying Purchase Transaction ages off (i.e. does not clear or post to your Card Account) or does not clear or post to your Card Account within five days of the original Qualifying Purchase Transaction;

 

You successfully dispute a transaction for which you initially received Rewards, which results in a permanent credit being applied to your Card Account; 

 

A transaction is made using your Card for which Rewards were transferred to your Digital Asset Account, and we later determine that such transaction is not a Qualifying Purchase Transaction; 

 

A merchant erroneously charges you more than once for a Qualifying Purchase Transaction and Instant Rewards for such Qualifying Purchase Transaction were automatically transferred to your Digital Asset Account, and the Merchant later reverses the duplicate charge(s) prior to such transactions posting; or

 

You violate or we believe you are violating these Rewards Program Terms, including but not limited to, abusing or gaming the Rewards Program or fraudulent activity on your Card Account that is later reversed.

 

Example: You made a Qualifying Purchase Transaction of $100 and received a Reward of $2.00 converted into the digital asset in which you selected to receive Rewards at the time that you made the Qualifying Purchase Transaction. If you later return that purchase, Gemini Constellation will deduct $2.00 from the amount associated with future Reward(s) prior to converting it to a digital asset, resulting in a Rewards Adjustment. It is possible we may deduct from more than one future Reward to fully offset the credit. 

 

If you make a Qualifying Purchase Transaction for which Instant Rewards were automatically transferred to your Digital Asset Account, but the value of such Qualifying Purchase Transaction when it clears and is posted to your Card Account is more than the value when the Qualifying Purchase Transaction was initially authorized, Paystand will treat this as a “Positive Rewards Adjustment”. In the event of a Positive Rewards Adjustment, Paystand will use the excess U.S. Dollar amount that is posted to your account when the Qualifying Purchase Transaction clears to calculate the excess Rewards owed and will send us instructions to deposit such amount as a Positive Rewards Adjustment.   

 

Example: You made a Qualifying Purchase Transaction of $50 and received a Reward of $1.00 converted into the digital asset in which you selected to receive Rewards at the time that you made the Qualifying Purchase Transaction. If the Qualifying Purchase Transaction later clears with a final value of $60, Gemini Constellation will calculate the excess rewards owed on the $10 difference between the authorization amount and the posted amount and will send us instructions to deposit $0.20 converted into the digital asset in which you selected to receive Rewards at the time that you made the Qualifying Purchase Transaction.

 

Rewards Charge: In lieu of effecting a Rewards Adjustment, we and Gemini Constellation, as servicer of the Card and this Rewards Program, reserve the right to charge your Card Account in one or more transactions in an amount equal to the Rewards Adjustment (a “Rewards Charge”). A Rewards Charge may be incurred if you have a Rewards Adjustment which you do not complete (i.e. net out through one or more Qualifying Purchase Transactions) within a thirty (30) day period or if you have any outstanding Rewards Adjustments at the time your Card Account is closed. In addition, we and Gemini Constellation reserve the right to charge a Rewards Charge in the event you misuse the Rewards Program or as we or Gemini Constellation otherwise determine in accordance with these Rewards Program Terms.  You hereby authorize any such Rewards Charge.  

 

Example: You made a Qualifying Purchase Transaction of $100 and received a $2.00 Reward converted into the digital asset in which you selected to receive Rewards at the time that you made the Qualifying Purchase Transaction. If you later returned that purchase and incur a Rewards Adjustment but do not make any Qualifying Purchase Transactions in the next thirty days, we may charge your Card Account $2.00, in lieu of effecting a Rewards Adjustment.

 

Rewards Charges will be reflected on your monthly Card statement and any unpaid Rewards Charge remaining on your Card Account at the end of that cycle will be due in full as part of the minimum payment due on the next payment due date. Rewards Charges may be charged as separate transactions and/or may appear on a future monthly statement instead of the monthly statement on which the return or merchant credit is listed. The Bank will not charge interest on any Rewards Charge billed to your Card Account. If you fail to pay any Rewards Charge by the payment due date listed on your monthly statement, your Card Account will be considered delinquent and Paystand may exercise, in its capacity as Card servicer on behalf of the Bank, any of the Bank’s rights and remedies under the Cardholder Agreement. If you have a Rewards Charge at the time your Card Account is closed, you will remain obligated to pay such amount.

 

Rewards Correction: In addition, if Paystand mistakenly provides you with Rewards in an amount greater than you were entitled to, you agree that Paystand can, at its sole discretion, recover from your Account the excess amount that we transferred (a “Rewards Correction”), or seek a return of the Rewards Correction from you. If you have a Rewards Correction at the time your Card Account is closed, you will remain obligated to pay such amount either as a Rewards Correction or as a Rewards Charge.

 

Paystand reserves the right to determine whether a particular transaction meets the definition of a Qualifying Purchase Transaction and whether any Qualifying Purchase Transaction gives rise to a Rewards Adjustment, Rewards Charge or Rewards Correction. Paystand may recover any Reward if it determines that such Reward was obtained under wrongful or fraudulent circumstances, that inaccurate or incomplete information was provided when opening either of your DeFi Card Account, or that any terms of Paystand’s Terms of Service or these Rewards Program Terms have been violated. 




How Rewards Are Paid

 

 As long as your Card remains open and in good standing and you have spent at least $5,000 in 30 day time frame, you can request Paystand to sell your rewards at the applicable market price at the time of disbursement (subject to applicable spreads, charges, or fees) and calculated and paid to the one hundred millionth of the relevant unit of bitcoin. Any digits beyond that will be truncated; balances on Rewards Account statements will be truncated to eight decimal digits (one hundred millionth of a unit). Such Rewards will be deposited in USD into your linked bank account once at the end of each month, upon your request.  Paystand will act as the holder of your Rewards Account.





Monitoring Your Rewards; Questions, Errors, and Disputes about Rewards

It is your responsibility to regularly monitor your Rewards, as well as your Card Account and billing statements. 

 

If you believe that you are eligible for Rewards that you have not received, or that you received Rewards that were calculated erroneously or any other error in connection with your Rewards amount, you must report the possible error to Paystand promptly, but no later than 60 days after the date of the billing statement that you believe reflects the error. After this 60-day period, your Rewards as shown on such billing statement shall be deemed accurate, except that Paystand may affect a Rewards Adjustment, Rewards Charge or Rewards Correction if warranted for the reasons discussed in these Rewards Program Terms.

 

You may report the possible error or submit a dispute by emailing Paystand at cardsupport@paystand.com, Attn. Rewards Dispute.

 

To help Paystand resolve any errors, it may require you to submit documentation, which may include copies of receipts, invoices or purchase orders. We serve as the final record of your Rewards activity. In the event there is a discrepancy between your records and ours, the information from us shall be deemed correct. If we  fail to credit, improperly deny, or improperly reverse Rewards that you are entitled to, then, subject to applicable law, your only remedy will be the issuance of the improperly denied or reversed Rewards calculated at the market price of bitcoin in the tranche Paystand purchased at, if available, or another alternative comparable benefit as we may determine in our sole discretion. Neither we, nor the Bank, nor Solid, nor any of our respective affiliates will have any other or additional liability to you or any other person whatsoever for any such errors.

 

Termination and/or Suspension of Rewards 

It will be considered a misuse of the Rewards Program if we, as the servicer of the Rewards Program, identify, in our or their reasonable discretion, any:

 

Potentially fraudulent or suspicious activity with respect to the Rewards Program or your DeFi Card Account; 

 

Potentially abusive or gaming behavior; or

 

Violation of the terms of Paystand’s Terms of Service, these Rewards Program Terms or the Gemini Trust User Agreement. 

 

Any misuse of the Rewards Program is a violation of this Agreement and may also result in:

 

The forfeiture of any Rewards; or 

 

The suspension or termination of your ability to receive Rewards; or

 

The suspension or termination or closure of your DeFi Card Accounts.

 

If your DeFI Card Account is  otherwise in Good Standing but your ability to receive Rewards has been suspended or terminated, we will notify you by email or when accessing DeFi Card, or otherwise. In all other events, we, as the servicer of the Rewards Program, may, in our sole discretion, provide notice that any of the above actions have been taken and may, in our sole discretion, disclose the reasons for such action, if permitted to do so by law.

 

If your DeFi Card Account is not in Good Standing, access to and use of your DeFi Card Account (including Rewards deposited into your Gemini Trust Account) are at all times subject to the Paystand’s Terms of Service.

 

Your ability to participate in the Rewards Program ends when your DeFi Card Account is closed.

 

Rewards Limitations and Forfeiture

Transactions made with a lost, canceled, stolen, or fraudulent Card are not eligible for Rewards. In the event Rewards for a transaction made with a lost, canceled, stolen, or fraudulent Card are transferred to your Digital Asset Account, they will be treated as a Rewards Adjustment, Rewards Charge or Rewards Correction, as determined by Paystand.

 

Moreover, transactions made after the following events are not eligible for Rewards: (1) you file for bankruptcy, (2) you or Paystand close your DeFi Card Account, as applicable, (3) you fail to comply with Paystand’s Terms of Service or these Rewards Program Terms (4) Paystand  believes that you have engaged in fraudulent activity related to your DeFi Card Account or the Rewards Program, (5) you are disqualified from participation in the Rewards Program pursuant these Rewards Program Terms. In the event Rewards for a transaction made in such circumstances are transferred to your DeFi Card Account, they will be treated as a Rewards Adjustment, Rewards Charge or Rewards Correction, as determined by Paystand.

 

You may not receive Rewards during any time in which you are delinquent in making payments on your Card Account, or during which your Card Account is not in Good Standing, unless determined otherwise in the sole discretion of Paystand. 

 

General Provisions

Audit Review

 

Paystand, in its capacity as servicer of this Rewards Program, reserve the right to review your Gemini Accounts for compliance with Paystand’s Terms of Service, these Rewards Program Terms. In the event the review reveals any discrepancy in the Rewards transferred and credited to your DeFI Card Account, Rewards distribution may be delayed until such discrepancies are resolved. 

 

Limitation of Liability

 

IN NO EVENT SHALL PAYSTAND, NOR OUR AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, NOR ANY OF OUR OR THEIR SUPPLIERS (INCLUDING PAYMENT CARD NETWORKS AND PAYMENT PROCESSORS) OR CONTENT PROVIDERS NOR THE BANK, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE REWARDS PROGRAM OR THE REWARDS (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE VALUE OF ANY OF YOUR ALLEGEDLY LOST REWARDS AMOUNT IN THE CUSTODY OF GEMINI AT THE TIME OF LOSS. 

 

YOU AGREE AND UNDERSTAND THAT NEITHER WE NOR OUR AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, NOR ANY OF OUR OR THEIR SUPPLIERS (INCLUDING PAYMENT CARD NETWORKS AND PAYMENT PROCESSORS) OR CONTENT PROVIDERS NOR THE BANK, SHALL BE LIABLE FOR DELAYS OR INTERRUPTIONS IN THE TRANSFER OF YOUR REWARDS TO YOUR DIGITAL ASSET ACCOUNT CAUSED BY AUTOMATED OR OTHER COMPLIANCE CHECKS OR FOR OTHER REASONABLE DELAYS OR INTERRUPTIONS IN SERVICE, BY DEFINITION TO INCLUDE ANY DELAY OR INTERRUPTION SHORTER THAN ONE WEEK, OR DELAYS OR INTERRUPTIONS IN SERVICE BEYOND THE CONTROL OF GEMINI OR ITS SERVICE PROVIDERS.

 

No Warranties

 

THE REWARDS PROGRAM, REWARDS AND ALL CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE REWARDS PROGRAM, REWARDS AND CONTENT ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. GEMINI TRUST AND ITS AFFILIATES, LICENSORS AND OUR AND THEIR SUPPLIERS (INCLUDING PAYMENT CARD NETWORKS AND PAYMENT PROCESSORS) AND BANK DO NOT WARRANT THAT: (1) THE CONTENT IS TIMELY, ACCURATE, COMPLETE, RELIABLE OR CORRECT; (2) THE REWARDS PROGRAM WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (3) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (4) THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (5) THE RESULTS OF USING OR PARTICIPATING IN THE REWARDS PROGRAM WILL MEET YOUR REQUIREMENTS. YOUR USE OR PARTICIPATION OF THE REWARDS PROGRAM IS SOLELY AT YOUR OWN RISK.

 

Indemnification

 

You shall defend, indemnify, and hold harmless us and our affiliates, the Bank, third-party service providers, directors, officers, employees, contractors and suppliers from and against any loss, damage, liability, claim, cost or expense of any kind, including reasonable attorneys’ fees, that arise from your use of the Rewards Program, any fraud or misuse of the Rewards Program, violation of these Rewards Program Terms, infringement of any intellectual property, and/or violation of any applicable law or the rights of any third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses. 

 

If you are a California resident, you waive California Civil Code Section 1542, which states:

 

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

 

If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

 

Governing Law

 

These Rewards Program Terms, your rights and obligations, and all actions contemplated by, arising out of or related to these Rewards Program Terms shall be governed by the laws of the State of California, as if these Rewards Program Terms is a contract wholly entered into and wholly performed within the State of California. 

 

Survival

 

You agree and understand that all provisions of these Rewards Program Terms, which by their nature extend beyond the termination or expiration of these Rewards Program Terms, including, but not limited to, sections pertaining to suspension, investigations, remedies for breach, termination, debts owed, right to offset, unclaimed funds, disputes with us, and general provisions, shall survive the termination or expiration of these Rewards Program Terms.

 

Miscellaneous 

 

Section headings in these Rewards Program Terms are for convenience only, and do not govern the meaning or interpretation of any provision of these Rewards Program Terms. Unless the express context otherwise requires: (i) the words “hereof,” “herein,” “hereunder” and words of similar import, when used in these Rewards Program Terms, shall refer to these Rewards Program Terms as a whole and not to any particular provision of these Rewards Program Terms; (ii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iii) wherever the word “include,” “includes” or “including” is used in these Rewards Program Terms, it shall be deemed to be followed by the words “without limitation”; (iv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; and (v) the word “or” shall not be interpreted to be exclusive.

 

Other Important Information You Should Know

Entire Agreement. These Rewards Program Terms, as well as the Incorporated Terms incorporated by reference herein, comprise the entire understanding and agreement entered into by and between you and Paystand as to the Rewards Program, and supersede any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of these Rewards Program Terms, as well as every nature between and among you and us.

 

Rights to Rewards. You acknowledge and agree that Paystand, in its capacity as servicer of this Rewards Program, have sole discretion in the administration of this Rewards Program and that you have no rights to any Rewards unless and until such Rewards are deposited in your DeFi Card Account, subject to any credits or reversals or setoffs as described herein.

 

Termination. The Rewards Program may be terminated at any time for any reason without advance notice and will terminate automatically without notice in the event the Gemini exchange permanently ceases to operate. All decisions by Gemini Trust and Gemini Constellation, in its capacity as servicer of this Rewards Program, regarding the Rewards Program are final. 

 

Taxes. You are responsible for any tax liability you incur related to your participation in the Rewards Program. Please consult your tax advisor concerning any such income or other tax consequences. 

 

Rewards Program Assistance and Website. If you have questions regarding your Rewards or the Rewards Program, you can contact Paystand at cardsupport@paystand.com, Attn. Rewards Dispute.

 

Privacy of Information. You acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with our Privacy Policy, which is incorporated into these Rewards Program Terms by reference.

 

Operation and Administration. Paystand offers the Rewards Program and is responsible for the operation and administration of the Rewards Program.

 

Definitions



Good Standing means: 

 

With respect to your Card Account: Your Card Account privileges and/or your right to use the Card have not been suspended, revoked, closed, canceled or terminated for any reason and/or your Card Account is not in default for any reason, in each case as explained in the Cardholder Agreement. 

 

Qualifying Purchase Transaction(s) means the dollar amount of purchases of goods or services you make with your Card, including sales tax. The following transactions are NOT considered purchases and are NOT Qualifying Purchase Transactions and you will NOT be eligible to receive Rewards for such transactions:

 

ATM transactions;

 

Card Account fees;

 

Interest charges;

 

Cash advance transactions ;

 

Transactions to obtain gift cards, prepaid debit cards, traveler’s checks, precious metals, casino chips, cryptocurrency, lottery tickets or other cash equivalents;

 

Balance transfers;

 

Credit card convenience checks;

 

Reloading of prepaid cards or other cash equivalents; 

 

Illegal, fraudulent or unauthorized transactions or other prohibited uses under your Cardholder Agreement; 

 

Credits for returned merchandise or for account adjustments; 

 

Gaming-related transactions; 

 

Rewards Charges and any other payment toward your Card balance; and 

 

Transactions made when your Card Account is not in Good Standing. 

 

Paystand, in its capacity as the servicer of the Rewards Program, reserves the right to determine in its sole discretion whether a particular transaction is a Qualifying Purchase Transaction and may establish additional exclusions at any time. All Qualifying Purchase Transactions, credits and adjustments are subject to verification.

Solid Privacy Policy

Solid Privacy Policy

Effective Date: May 1, 2021

Introduction

Solid Financial Technologies, Inc. “Solid” ("Company", "we", or "us") respect your privacy and are committed to protecting it through our compliance with this policy.

This policy describes the types of information we may collect from you or that you may provide when you visit the website solidfi.com, or interact with us via the Solid Banking App, Solid Banking Services, Solid Dashboard, Facebook, Instagram, Twitter, or LinkedIn (our "Website") and our practices for collecting, using, maintaining, protecting, and disclosing that information.

This policy applies to information we collect:

  • On this Website.
  • In email, text, and other electronic messages between you and this Website.
  • Through mobile and desktop applications you download from this Website, which provide dedicated non-browser-based interaction between you and this Website.
  • When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.

It does not apply to information collected by:

  • Us offline or through any other means, including on any other website operated by Company or any third party; or 
  • Any third party, including through any application or content (including advertising) that may link to or be accessible from or on the Website.

Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Website. By accessing or using this Website, you agree to this privacy policy. This policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of this Website after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates. 

Children Under the Age of 18

Our Website is not intended for children under 18 years of age. No one under age 18 may provide any information to the Website. We do not knowingly collect personal information from children under 18. If you are under 18, do not use or provide any information on this Website or through any of its features, register on the Website, make any purchases through the Website, use any of the interactive or public comment features of this Website, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or user name you may use. If we learn we have collected or received personal information from a child under 18 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 18, please contact us at legal@solidfi.com.

Information We Collect About You and How We Collect It

We collect several types of information from and about users of our Website, including information:

  • By which you may be personally identified, such as full name, home address, email address, ip address, biometric information, date of birth, telephone number, gender, workplace, location, credit card or bank account numbers, credit information, social security number, driver's license, passport, or other state id numbers ("personal information"); 
  • About your business, such as entity legal name or aliases, including “doing business as” names, physical address, phone number, legal entity type, industry, organization documents (e.g. articles of incorporation and bylaws), employer identification number, or other information relating to your authorized signors or beneficial owners, which may include the Individuals’ Information as provided above, or additional information we may additionally request you to provide; 
  • About external bank accounts, such as external financial institution name, account name, account type, branch number, account number, routing number, international bank account number (“IBAN”), information, data, passwords, authentication questions, materials or other content, transaction and available balance information; 
  • About your account with us and our partner bank(s) such as transactions and transaction history, including but not limited to ACH, wire and card transactions, available account balance, card data, loan and debit amounts, loan types, payment plan, loan balance, linked bank accounts, salary and other income, sources of wealth, and other assets; 
  • Received with our background check data, such as background check information including credit and criminal checks, supporting research, and screenings, to the extent required or permitted by local law;
  • About a transfer recipient or sender, such as when you send or request money through the services, we may collect data such as name, postal address, telephone number, IP address, date of birth, and financial account information about the recipient or sender of the funds. The extent of data required about a recipient or sender may vary depending on the Services you are using to send or request money; and/or
  • That is about you but individually does not identify you, such as browser type, operating system, session length, page views, length of page views, referral links, search terms, general location data, mobile network information, browser settings.

We collect this information:

  • Directly from you when you provide it to us.
  • Automatically as you navigate through the site. Information collected automatically may include usage details, IP addresses, and information collected through cookies and other tracking technologies.
  • From third parties, for example, our business partners.

 

Information You Provide to Us  

The information we collect on or through our Website may include:

  • Information that you provide by filling in forms on our Website. This includes information provided at the time of registering to use our Website, subscribing to our service, or requesting further services. We may also ask you for information when you report a problem with our Website.
  • Records and copies of your correspondence (including email addresses), if you contact us.
  • Details of transactions you carry out through our Website.
  • Your search queries on the Website.

You also may provide information to be published or displayed (hereinafter, "posted") on public areas of the Website, or transmitted to other users of the Website or third parties (collectively, "User Contributions"). Your User Contributions are posted on and transmitted to others at your own risk. Although we limit access to certain pages, please be aware that no security measures are perfect or impenetrable. Additionally, we cannot control the actions of other users of the Website with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons.

Information We Collect Through Automatic Data Collection Technologies  

As you navigate through and interact with our Website, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including:

  •  Details of your visits to our Website, including traffic data, location data, logs, and other communication data and the resources that you access and use on the Website.
  • Information about your computer and internet connection, including your IP address, operating system, and browser type.

The information we collect automatically does include personal information, and we may maintain it or associate it with personal information we collect in other ways or receive from third parties. It helps us to improve our Website and to deliver a better and more personalized service, including by enabling us to:

  • Estimate our audience size and usage patterns.
  • Store information about your preferences, allowing us to customize our Website according to your individual interests.
  • Speed up your searches.
  • Recognize you when you return to our Website.

The technologies we use for this automatic data collection may include:

  • Cookies (or browser cookies). A cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Website. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Website. 
  • Flash Cookies. Certain features of our Website may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Website. Flash cookies are not managed by the same browser settings as are used for browser cookies. For information about managing your privacy and security settings for Flash cookies, see Choices About How We Use and Disclose Your Information.
  • Web Beacons. Pages of our the Website and our emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity). 

How We Use Your Information

We use information that we collect about you or that you provide to us, including any personal information:

  • To present our Website and its contents to you.
  • To provide you with information, products, or services that you request from us.
  • To fulfill any other purpose for which you provide it.
  • To provide you with notices about your account.
  • To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection.
  • To notify you about changes to our Website or any products or services we offer or provide though it.
  • To verify your identity and fulfill our legal and regulatory obligations.
  • In any other way we may describe when you provide the information.
  • For any other purpose with your consent.

Disclosure of Your Information

We may disclose aggregated information about our users, and information that does not identify any individual, without restriction. 

We may disclose personal information that we collect or you provide as described in this privacy policy:

  • To our subsidiaries and affiliates.
  • To contractors, service providers, and other third parties we use to support our business and who are bound by contractual obligations to keep personal information confidential and use it only for the purposes for which we disclose it to them.
  • To our partner bank(s) in order to comply with laws and regulations governing banking data.
  • To the partner brand on behalf of which we are providing services to you.
  • To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Solid’s assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Solid about our Website users is among the assets transferred.
  • To fulfill the purpose for which you provide it.
  • For any other purpose disclosed by us when you provide the information.
  • With your consent.

We may also disclose your personal information:

  • To comply with any court order, law, or legal process, including to respond to any government or regulatory request.
  • To enforce or apply our terms of use and other agreements, including for billing and collection purposes.
  • If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Solid, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.

Choices About How We Use and Disclose Your Information

We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information: 

  • Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe's website. If you disable or refuse cookies, please note that some parts of this site may then be inaccessible or not function properly.

We do not control third parties' collection or use of your information to serve interest-based advertising. However these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative ("NAI") on the NAI's website.

California residents may have additional personal information rights and choices. Please see Your California Privacy Rights for more information.

Your California Privacy Rights

If you are a California resident, California law may provide you with additional rights regarding our use of your personal information.

California's "Shine the Light" law (Civil Code Section § 1798.83) permits users of our Website that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to legal@solidfi.com

Data Security

We have implemented commercially reasonable measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. 

The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Website, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. 

Unfortunately, the transmission of information via the internet is not completely secure. Although we make efforts to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.

Changes to Our Privacy Policy

It is our policy to post any changes we make to our privacy policy on this page. If we make material changes to how we treat our users' personal information, we will notify you of the date of such changes at the top of this page. The date the privacy policy was last revised is identified at the top of the page. You are responsible for periodically visiting our Website and this privacy policy to check for any changes.

Contact Information

To ask questions or comment about this privacy policy and our privacy practices, contact us at: 

legal@solidfi.com

Solid Website & Dashboard Terms of Use

Solid website & dashboard terms of use

Last updated: 05/01/21

Acceptance of the Terms of Use

These terms of use are entered into by and between You and Solid Financial Technologies, Inc. “Solid” ("Company," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of solidfi.com or dashboard.solidfi.com including any content, functionality, and services offered on or through solidfi.com (the "Website") or dashboard.solidfi.com (the “Dashboard”), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website. By using the Website or Dashboard, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found on the Website, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website or Dashboard. 

This Website is offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time at our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access this Website so you are aware of any changes, as they are binding on you. 

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for both:

  • Making all arrangements necessary for you to have access to the Website.
  • Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifiers, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by the United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
  • If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
  • If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

  • Modify copies of any materials from this site.
  • Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website. 

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). 
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use.
  • To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
  • To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

  • Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real-time activities through the Website.
  • Use any robot, spider, or other automatic devices, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
  • Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Website.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website. 
  • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Website.

User Contributions

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. 

You represent and warrant that: 

  • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
  • All of your User Contributions do and will comply with these Terms of Use. 

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website. 

Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other rights of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company.
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website. 
  • Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for the performance or nonperformance of the activities described in this section. 

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
  • Be likely to deceive any person.
  • Promote any illegal activity, or advocate, promote, or assist any unlawful act.
  • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
  • Impersonate any person, or misrepresent your identity or affiliation with any person or organization. 
  • Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material. 

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. 

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. 

This Website may provide certain social media features that enable you to:

  • Link from your own or certain third-party websites to certain content on this Website.
  • Send emails or other communications with certain content, or links to certain content, on this Website.
  • Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the content, they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

  • Establish a link from any website that is not owned by you.
  • Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
  • Link to any part of the Website other than the homepage.
  • Otherwise, take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion. 

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the State of California in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. 

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. 

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website's content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

Arbitration

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by final and binding arbitration administered by the American Arbitration Association (”AAA”) under its Commercial Arbitration Rules and Mediation Procedures (”Commercial Rules”) including, if appropriate, the Procedures for Large, Complex Commercial Disputes. Authority of tribunal, judicial review.

The award rendered by the arbitrators shall be final, non-reviewable, non-appealable and binding on the parties and may be entered and enforced in any court having jurisdiction. There shall be three arbitrators agreed to by the parties within thirty (30) days of receipt by respondents of the request for arbitration or, in default of such agreement, by the AAA. The seat or place of arbitration shall be San Mateo, California. The arbitration shall be conducted and the award shall be rendered in the english language.

Except as may be required by law, neither a party nor the arbitrators may disclose the existence, content or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. The arbitrators will have no authority to award punitive damages, consequential damages, or liquidated damages.

Class Actions and Collective Actions

The parties expressly agree and intend that:

  • class action and collective action procedures shall not be asserted, and will not apply, in any arbitration under this Agreement;
  • each will not assert class or collective action claims against the other in arbitration, court, or any other forum;
  • each shall only submit their own individual claims in arbitration and shall not bring claims against the other in any representative capacity on behalf of any other individual; and
  • any claims by a party will not be joined, consolidated, or heard together with claims of any other party.

Notwithstanding anything to the contrary in the AAA Arbitration Rules, and the general grant of authority to the arbitrators by this agreement of the power to determine issues of arbitrability, the arbitrators shall have no jurisdiction or authority to compel any class or collective claim, to consolidate different arbitration proceedings, or to join any other party to an arbitration between the parties. The arbitrators shall have the authority to determine the enforceability of this class and collective action and arbitration waiver. 

Governing Law and Jurisdiction

Subject to the arbitration provisions of these Terms of Use, all matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

Subject to the arbitration provisions of these Terms of Use, any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in, or nearest to, the City of San Mateo and County of San Mateo. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect. 

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Solid regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website. 

Your Comments and Concerns

This website is operated by Solid Financial Technologies, Inc., 2955 Campus Dr, #110, San Mateo California 94403.

All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: legal@solidfi.com

Evolve Bank & Trust Deposit Agreement - Business

Evolve Bank & Trust deposit agreement - business

Last updated: 10/22/21 

  1. INTRODUCTION

This document, as amended or supplemented by the attached disclosures and pricing guides, (collectively, the “Account Terms”)  contains the general terms, conditions and disclosures for the Evolve Bank & Trust transaction account (the “Account”) and constitutes  an agreement between the Bank (as defined below) and you. For purpose of these Account Terms, the term “Account” may also  collectively include Sub-Deposit Accounts. 

References to the “Bank,” “we,” “us,” or “our” means Evolve Bank & Trust and any of its affiliates. References to “you” and “your”  means any person or entity that holds, owns or has authority to use, whether individually or on behalf of another person or entity, the  Account. The Account Terms may be supplemented or amended as set forth in Section V(E) (Miscellaneous Terms). Bank services and  access and use of your Account may be provided to you through the website and/or mobile phone application of our service provider  (the “Service Provider,” and its website and mobile phone application, the “Service Provider Platform”). The Service Provider may offer  you additional services through its Service Provider Platform, pursuant and subject to the terms and conditions between you and the  Service Provider (the “Services” and such terms and conditions, the “Service Provider Terms”). Please see Section II (The Account) for  additional information. 

By opening or continuing to maintain an Account with us, you agree to be bound by these Account Terms, and all applicable  agreements, disclosures, and other documents, as well as by all applicable federal or state laws, statutes and regulations. Please keep a  copy of these Account Terms. 

We may decline to open an Account for any reason, or for no reason. We are not liable for any damages or liabilities resulting from  refusal of an Account relationship. 

THESE ACCOUNT TERMS IS SUBJECT TO MANDATORY ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT AND A  WAIVER OF CLASS ACTION AND JURY PROVISION. PLEASE CAREFULLY READ SECTION IV (ARBITRATION AND WAIVERS). 

  1. The Account
  2. Availability. The Account is available to an entity legally operating in the U.S. and with a U.S. physical address. The Account is  only available for business purposes only, and you must not use it for personal, family or household purposes. You are not entitled to  open an Account under these Account Terms if you are not a corporation, unincorporated business association, partnership, limited  liability company, incorporated nonprofit organization or sole proprietorship. We reserve the right to close your Account if we  determine that it is used for any impermissible purpose, as we may determine from time to time. 

You must also agree to go paperless. This means that: (1) you must keep us supplied with your valid email address and telephone  number; and (2) you must agree to accept electronic delivery of all communications that we need or decide to send you. Please see the  Evolve Bank & Trust Electronic Communication Consent for additional details.1 

  1. Account Type and Ownership

The Account is a transaction account that pays a variable rate of interest and allows you to make certain payments and transfers to  third parties. The Account is a business account that may be used only for business purposes. The Account may not be opened as a joint  account.  

You cannot give a security interest or pledge your Account to someone other than us without first getting our express written  consent. We are not required to give consent to a security interest or pledge to someone else. Unless we agree in a separate writing  

  

1 Note: Hyperlink this to the appropriate document.

otherwise a security interest or pledge to someone else must be satisfied or released before any right to withdraw from the account can  be exercised. 

  1. Opening an Account. To open an Account, you must submit to us an application and all information that we may require. You represent to the Bank that you are authorized to do business in the manner indicated to us and that the acts of person(s) opening the  Account have been ratified. You agree that the Bank may rely on such representations without requiring additional information or  documentation and that you will furnish such information upon request. You are solely responsible for meeting any legal requirements  to establish and maintain the type of Account requested and have a duty to inform us of the status of any change to your organization,  including any change to the type of entity. Federal regulations require that you provide us with information concerning the beneficial  owners of a legal entity at Account opening. You may also be asked to provide such information at other times (and on any qualifying  account) upon request of the Bank. You shall have a continuing obligation to provide any other documentation we may request from  time to time, including any information required under our customer identification program to establish your identity. If at any time we  determine that the beneficial ownership information you provided to us was false, incorrect, or of concern to the Bank, or if you refuse  to provide us with the information when requested, we may close, block, restrict or freeze any or all of your Accounts. 

We reserve the right to require the Account holder(s) to furnish us with such resolutions, agreements or documents as we may  reasonably request to evidence the authority of individuals to act on behalf of the Account holder(s). We will honor such an  authorization until we receive written notice of change from the governing body of the organization. It is mutually agreed that the  power and authority of each person named as authorized to take action with respect to the Account shall continue in full force and  effect until we receive actual written notice of revocation, whether the same be brought about by dissolution of the Account holder or  otherwise. 

By opening an Account, you agree that we can gather personal information about you and/or your beneficial owners from oneor  more consumer reporting agencies, governmental entities and/or other third parties. You also agree that we have the right to access  follow-up consumer reports while your Account is open for maintenance, review or collection purposes. 

Your Account will not be considered "opened" until it is funded. This means your balance must be at least a penny. Once your  account is considered “opened,” there is no minimum balance required and no maximum balance limit. However, we may, at our sole  discretion and at any time, require a minimum balance and set a maximum balance limit.  

  1. Service Providers. You understand that we have engaged Service Providers to perform a number of services for you under these Account Terms, including, but not limited to, identity verification, compliance monitoring, risk mitigation and management,  managing your transfer instructions and other related services. Service Providers, along with their partners and agents, are the servicer  of your Account. In that capacity, Service Provider may act on our behalf, perform our obligations or enforce our rights under these  Account Terms. A Service Provider may also offer Services in connection with your Account to allow you to provide us with payment  instructions and to view certain Account information using the Service Provider Platform. You understand that any payment instruction provided to us or activity performed in connection with your Account (including electronic fund transfers (“EFTs”)) using the Services  shall be deemed authorized and valid and Bank is under no obligation to investigate the instruction or activity. 

To the fullest extent permitted by law, we will not have any liability in connection with the Services and disclaim all warranties,  either express or implied or statutory, including, but not limited to, any implied warranties of merchantability, fitness for a particular  purpose and lack of viruses related to the Services. In no event shall we be liable for: (1) damages caused other than by our own gross  negligence or intentional misconduct; or (2) indirect, special, incidental, consequential or punitive damages whatsoever (including, but  not limited to, damages for lost profits, disclosure of confidential information, or loss of privacy) arising out of or in any way related to  the use of or inability to use the Services, even if we have been advised of the possibility of such damages. 

III. Using Your Account and Account Disclosures

  1. Debit Card. In connection with your Account, we may (but are not obligated to) issue you a debit card (the “Card”) that will automatically link to the Account. If a Card is made available to you, it is subject to a debit card agreement by and between you and us. 

The Card may be used to initiate withdrawals at ATMs and points of sale and may be used to purchase goods and services. By using your  Card, you authorize us and/or our agents to debit your Account. We reserve the right to refuse to make any transfer for security, credit,  legal/regulatory, or other reasons, as we determine in our sole discretion. You are responsible for all transactions you authorize using  the Card, including any losses, charges, or penalties incurred as a result. You may be charged for your use of the Card at ATMs. The Card  is the property of the Bank, and if your Account is closed or your Card privileges are cancelled, you agree to stop using the Card and  destroy it. 

  1. Linking Accounts. You may link your bank account at another financial institution (“Linked Account”) to your Account in order  to transfer funds between your Linked Account and your Account. You represent and warrant: (1) that you have the right to authorize  any and all charges and debits to the Linked Account; (2) the Linked Account is held at a depository institution located in the U.S.; (3)  you are individually or jointly the owner of the Linked Account; and (4) the Linked Account is a business purpose or commercial account.  You will indemnify and hold us harmless from any claims by any person related to the Linked Account, including any other owner of the  Linked Account. You are not permitted to link your Account with a credit, debit, gift, or other type of card issued by a third party or  another bank. You may deposit funds into or withdraw funds from your Account by using the Service Provider Platform to initiate an  Automated Clearing House transfer (“ACH Transfer”) to or from the Linked Account. We do not accept requests made otherwise to  initiate ACH Transfers. Requests for ACH Transfers to debit the Linked Account that are made before 4:00 PM MT on a business day,  shall be considered received on the business day the request is made. Requests for ACH Transfers to debit the Linked Account that are  made after 4:00 PM MT on a business day or on a non-business day, shall be considered received the next business day. 
  2. ACH Transfer Initiated by an External Bank or Through a Third Party. You may deposit funds into or withdraw funds from your  Account by having an external bank (directly or through a third party) initiate an ACH Transfer to or from your Account at the Bank. The  external account that you are depositing funds into or withdrawing funds from must be at an external bank located in the U.S. 
  3. Internal Transfer Between Accounts at the Bank. We may (but are not obligated to) permit you to initiate a transfer of funds  between your accounts at the Bank through a Service Provider Platform. We do not accept requests made otherwise to initiate internal  transfers. 
  4. Deposits. When you make a deposit, we will act only as your collection agent and will not be responsible beyond the exercise  of good faith and ordinary care. All deposits are provisionally credited subject to our receipt of final payment. If a deposit or transfer of  funds into your Account is returned or rejected by the paying financial institution for any reason, you agree that we may deduct the  amount of the deposit or transfer against your Account, without prior written notice to you. 
  5. You may make a deposit into your Account by ACH Transfers or any other method we make available to you. You may  also arrange for recurring deposits, such as direct deposits, to be made electronically to your Account. 
  6. Foreign Currency and Cash Deposits. We do not accept any deposits denominated in any foreign currency. We do not  accept any deposits in cash, whether in U.S. dollars or any foreign currency. All deposits are considered to be non-cash  deposits. 
  7. If we permit you to deposit a check into your Account, you agree not to deposit a check drawn on the same Account  into which the check is being deposited. If available, you also agree not to deposit by ATM, mobile banking check deposit, or by  mail any item that is drawn on a foreign bank or that is not denominated in US dollars. We may refuse a deposit, limit the  amount of a deposit or return all or a portion of a deposit. We are not responsible for any deposit you mail to us that we do not  receive. We will forward any items you deposit for collection to the bank on which the items are drawn. We may give you  provisional credit for any item you deposit, which we may revoke at any time if we do not receive final payment for that item.  All deposits to your Accounts, regardless of how made, are subject to verification, final payment, and our Deposit Availability  Disclosure. 
  8. You may only deposit with us funds that are immediately available, which under applicable law are irreversible and are  not subject to any lien, claim or encumbrance.

  1. Withdrawals
  2. Except as provided below, you may make withdrawals from your Account up to the available balance in your Account  by any means that we make available to you. We may refuse a withdrawal request exceeding the available funds in your  Account even if you make a deposit later in the business day after we refuse your withdrawal request. If your available balance  is not enough to pay a transaction you make, we may assess an insufficient or unavailable funds fee, regardless of whether we  pay the transaction. We may allow withdrawals at any time, but reserve the right to require seven (7) days written notice of  intention to withdraw funds from your Account if your Account is a negotiable order of withdrawal (NOW) account. 
  3. You are not permitted to make withdrawals from your Account by creating a check drawn on your Account. If you  attempt to make any transactions with your Account using a credit, debit, gift or other type of card issued by a third party or  another bank or by creating a check drawn on your Account, we will reject and/or return the transaction without notice to you  and may consider such action to be a violation by you of these Account Terms. 
  4. Before allowing a transaction, we may request you to provide us with identification, authorization, documentation or  other information that we deem necessary. We may refuse a withdrawal if you fail to comply with our request. We may tell  you in advance when we are going to refuse a withdrawal request but will not be required to do so. 
  5. Payment Instructions.  
  6. You agree that any payment instructions received by us (such as requests to withdraw or transfer funds from your  Account) through the Service Provider Platform or in connection with your username, passphrase, PIN or mobile device used to  access the Service Provider Platform (collectively “Credentials”) will be deemed to be authorized by you. The use of any of your  

Credentials by another person will be as effective as your use of the Credentials, regardless of whether the person affixing the  Credential was authorized by you and regardless of the means by which the Credential was affixed. For example, if you provide your username and password used to access the Service Provider Platform to another person and that person uses that  information to withdraw funds from your Account, we will deem the withdrawal to be authorized by you. Unless prohibited by  applicable law, you agree to hold us harmless and indemnify us for any liability incurred for reasonably acting upon such  instructions which bear any of your Credentials.  

  1. We may refuse to follow any of your payment instructions if we think they are illegal or potentially harmful to us. If we  follow your payment instructions, we may require other security measures to protect us from any losses we may suffer. To the  greatest extent permitted by law. you agree to pay us back for any damages or losses (including, but not limited to, the  reasonable costs of an attorney) that we suffer if we take an action based on your (or what appears to be your) oral, written or  electronic instructions. 
  2. Posting Order of Credits and Debits
  3. Posting Orders. This section summarizes how we generally post some common transactions to your Account. Posting  transactions to your Account impact your Account balance. Posting a credit increases your balance, while posting a debit or  hold reduces your balance. Credits include deposits and credits we make. Holds include deposit holds, Card authorizations and holds related to withdrawals and EFTs. Debits include withdrawals, transfers, payments, Card transactions and fees. 

We use automated systems to process transactions and then to post transactions to your Account. When we process  multiple transactions for your Account on the same day, you agree that we may in our discretion determine our posting orders  for the transactions and that we may credit, authorize, accept, pay, decline or return credits, debits and holds in any order at  our option. 

We generally post common transaction as follows. We group the different types of transactions into categories. We use  several different categories for holds, credits, and debits. Most categories include more than one transaction type. After the  end of the business day, our automated systems assign each transaction received for that day to a category. We generally post 

all transactions within a category, using the posting order or orders that apply to that category, before we post any  transactions assigned to the next category. 

First, we start with the balance in your Account at the beginning of the business day, subtract holds from your balance, and  make any adjustments from prior days. Next, we generally add available deposits and credits to your balance and then subtract debits from your balance based on the debit category. We subtract debits in a category from your balance in order from the  highest to lowest dollar amount, unless specified otherwise herein. The first category of debits to be applied against your  balance are certain Card and ATM transactions (e.g., Card transactions and ATM withdrawals and transfers). The debits within  this category are subtracted from your balance in date and time order our systems receive date and time information. If we  make checks available to you, this category is applied next against your balance. Check posting will be in sequential order based  on the check number, and for any check for which the number cannot be read, from highest to lowest amount following the  posting of number legible checks. We then subtract from your balance any other types of electronic debits in order from the  highest to lowest dollar amount. These debits include ACH Transfers. Finally, we subtract from your balance most fees (such as  monthly maintenance fees, overdraft fees, returned item fees, and ATM fees) in order from highest to lowest dollar amount.  Some fees may show as “processing” until the next day. 

  1. Changing Posting Orders. You agree that we may determine in our discretion the orders in which we post transactions  to your Account. You agree that we may determine in our discretion the categories, the transactions within a category, the  order among categories and the posting orders within a category. We sometimes add or delete categories, change posting  orders within categories and move transaction types among categories. You agree that we may in our discretion make these  changes at any time without notice to you. 
  2. Posting Orders Determined at End of Day. We receive credits, debits and holds throughout the day. Regardless of  when during the day we receive transactions for your Account, you agree that we may treat them as if we received all  transactions at the same time at the end of the business day. During the day, we show some transactions as processing. Please note that transactions shown as processing have not been posted yet. The posting order for these transactions is determined  at the end of the day, with the other transactions we receive for that day and based on the category. We do not always receive  debits on the same day that you conduct them. We generally post credits and debits to your Account, and report them on your  statement, in a different order than the order in which you conduct them or we receive them. 
  3. Overdraft Fees. We generally determine at the time we post a debit to your Account whether it creates an overdraft  and whether an overdraft or returned item fee applies. You should note that sometimes we authorize a transaction at a time  when you have enough available funds to cover it, but because other transactions post before it and reduce your balance, the  transaction creates an overdraft when we post it to your Account. You can avoid fees for overdrafts and returned items by  making sure that your Account always contains enough available funds to cover all of your transactions. When your Account  balance includes some funds that are subject to a hold, dispute or legal process, you should note that those funds are not  available to cover your transactions. Our posting orders can impact the number of overdraft fees we charge you when you do  not have enough available funds to cover all of your transactions. When several debits arrive the same business day for  payment from your Account and you do not have enough available funds in your Account to cover all of the debits we receive  for that day, you understand that some posting orders can result in more overdrafts, and more fees for overdraft items and  returned items, than if we had used other posting orders. You agree that we may in our discretion choose our posting orders,  and also change them from time to time, regardless of whether additional fees may result. When your Account balance  includes some funds that are not available at the time that we post a debit, and you do not have enough available funds in your  Account to cover the debit, the debit results in an overdraft and we generally charge you an overdraft fee or returned item fee  for the debit. We do not show holds or distinguish between available and unavailable funds in your Account balance on your  statement. 
  4. Certain Transactions Made After Business Day Ends. During processing, we generally include in your Account balance  some transactions that you make after the business day cut-off, but before the end of the calendar day. Deposits are made  available based on Section VIII (Deposit Availability Disclosure). We generally subtract from your Account balance the following 

debits, when the transaction occurs after the cutoff time for the business day, but during the same calendar day: cash  withdrawals made at an ATMs and any credit-push ACH Transfers of EFTs. 

  1. Insurance Coverage. The Federal Deposit Insurance Corporation (“FDIC”) insures deposits according to the ownership category  in which the funds are insured. Not all accounts may be insured. Unless otherwise stated by us or the FDIC, the Account is insured by the  FDIC up to the standard maximum deposit insurance amount per depositor, per ownership category (the “Standard Insurance Amount”  or “SIA”). For purposes of determining the SIA applicable to your Account, you need to consider all accounts that you also hold at the  Bank in the same ownership category. To determine SIA applicable to your Account with us and for any other FDIC insurance  requirements that may apply, please visit the FDIC’s website at www.fdic.gov/deposit/deposits or call the FDIC directly at 1-877- ASKFDIC (1-877-275-3342). You can also use the FDIC’s Electronic Deposit Insurance Estimator (EDIE) at www.fdic.gov/edie. Please see  subsection L below for additional information regarding FDIC insurance coverage for Sub-Deposit Accounts. 
  2. Court Processes and Claims Against your Account. If we receive a levy, attachment, or other legal process against you or any  party to your Account, we may refuse to permit withdrawals or transfers from your Account until the legal process is dismissed or  satisfied. Any levy, attachment, or other legal process will be subject to our right of set-off and security interest. You are responsible for  any losses, costs, or expenses we incur as a result of any dispute or legal proceeding involving your Account. If we receive a claim  against the funds in your Account, or if we know of or believe that there‘s a dispute as to the ownership or control of funds in your  Account, we may, in our discretion: (1) place a hold on your Account and refuse to pay out any funds until we‘re satisfied that the  dispute is settled; (2) close your Account and send the balance to the named account holder(s); (3) require a court order to act; or (4)  take any other action we feel is necessary to protect us. We will not be liable to you for taking any such action. 
  3. Statements. We will deliver or make available to you periodic statements for your Account at least four (4) times a year, unless  your Account is determined to be inactive. The Account statement will describe payments or transfers made in connection with your  Account. You agree to notify us promptly if you do not receive your statement by the date you normally would expect to receive it. Your  periodic statement may be accompanied by items or a facsimile of those items listed on the statement, unless the item or an image of  the item is unavailable for any reason. You agree that the statement and items all have been delivered or made available to you in a  reasonable manner. We will not be responsible for any indirect, special or consequential damages under any circumstances for our  inability to provide copies of an item. Our liability, if any, will not exceed the face amount of an item in question
  4. Sub-Deposit Accounts. We will, from time to time, place your funds provided to us in a deposit account or omnibus custody  account (“Sub-Deposit Account”) with other depository institutions (each an “Insured Depository Institution”). You will not be charged a  fee for our placement of your funds or in connection with the Sub-Deposit Account. We also will act as the agent/custodian with respect  

to your Sub-Deposit Account pursuant to this subsection. You consent to us placing funds with Insured Depository Institutions. If you do  not consent to our placement of funds with Insured Depository Institutions, you should not open an Account or deposit funds with us. 

The Sub-Deposit Account will be established by an Insured Depository Institution that has entered into agreements with us. Your funds  in the Sub-Deposit Account will bear the interest rates and APY you have agreed to with us (if any). All payments with respect to the  Sub-Deposit Account by the Insured Depository Institutions will be made to us, and we will credit the funds to your Account. 

Your only rights with respect to the Sub-Deposit Account is to demand we repay you all amounts in your Account, including those  transferred to the Sub-Deposit Account. The Sub-Deposit Account may not be transferred to another institution, except by us or the  Insured Depository Institution. You may terminate our role as your agent/custodian and our ability to deposit funds you provide us in  the Sub-Deposit Account. Any termination will result in a return of funds in accordance with law and closing of your Account and any  Sub-Deposit Account opened specifically for you. 

When we place funds with Insured Depository Institution and act as your agent with respect to the Sub-Deposit Account, we will ensure  the records of the Insured Depository Institution are in our name, as agent or custodian. The funds deposited in the Sub-Deposit  Account will be FDIC insured to the same extent as if such funds were held in the Account with us. In other words, the depositing of your  funds into the Sub-Deposit Account will not otherwise increase your FDIC deposit insurance coverage. You will not receive any written  confirmation of the establishment of the Sub-Deposit Account or transfer of funds to the Sub-Deposit Account; instead, we will maintain 

records clearly indicating the transfer and beneficial ownership of the Sub-Deposit Account. You must immediately report to us any  changes in Account ownership information that you originally provided to us in connection with the submission of your application for  an Account. 

Our placing of funds may reflect considerations of federal and state law, our funding needs and funding needs of Insured Depository  Institutions, general economic conditions or other factors determined by us in our sole discretion. We will not place funds with more  than one Insured Depository Institution. We may place funds to enhance our business objectives and for balance sheet management  without any benefit to you, including increased FDIC deposit insurance coverage. Further, we may receive greater benefits when we  

place your funds with an Insured Depository Institution than if we otherwise maintained your funds with us. We are under no obligation  to place your funds with an Insured Depository Institution. 

A Sub-Deposit Account will be a deposit obligation of the Insured Depository Institution that maintains the Sub-Deposit Account;  provided, this does not modify our obligation to repay all amounts you deposited in your Account.  

All deposits that are maintained with an Insured Depository Institution in the Sub-Deposit Account are aggregated with deposits  maintained in your Account with us for purposes of the SIA. Funds you hold in one or more Accounts with us (including funds we  maintain before placement with Insured Depository Institution), funds in the Sub-Deposit Account and any funds resulting from  payment of interests on an Sub- Deposit Account will be aggregated for FDIC insurance purposes with all other deposits you hold in  deposit accounts with us in the same ownership category and therefore may not be fully insured by the FDIC. For the avoidance of  doubt, funds deposited in the Sub-Deposit Account will be treated as funds on deposit in the Account with us for FDIC insurance  calculation purposes. As such, your total FDIC deposit insurance coverage for funds you provide us for deposit in your Account will not  be increased by nature of any deposit of funds in the Sub-Deposit Account. Please see subjection J above for additional information on  determining SIA.  

We may provide your name, tax identification number and other pertinent identifying information to Insured Depository Institution,  and other parties providing services in connection with the placement of your funds and the establishing and holding the Sub-Deposit  Account. You hereby consent to such release of information. Nothing in this section shall be deemed to prevent us from disclosing  information to a third party if required by law. 

We will act as your agent in connection with the placement of your funds with the Insured Depository Institution and the establishment  and maintenance of the Sub-Deposit Account. Although we will act as your limited agent in connection with the placement of your  funds, we are not acting as your financial adviser. See subsection A of Section V for additional information. You hereby appoint us to act  as your agent for purposes of placing funds with Insured Depository Institutions and establishing and maintaining, on your behalf, the  Sub-Deposit Account. You further authorize us to collect for you all interest and other payments related to an Sub- Deposit Account, to  place funds with Insured Depository Institution pursuant to the terms set forth herein, and to execute and deliver or file on your behalf  all appropriate receipts, agreements, releases and other instruments, including whatever agreements may be required from Insured  Depository Institution, for the purpose of establishing your ownership interest in the Sub-Deposit Account and maintaining an Sub Deposit Account. 

Although there are two or more accounts associated with your funds (the account maintained with us, referred to as the Account, and  the Sub-Deposit Account), your Account is considered a single account for your deposits and withdrawals, as well as for tax reporting,  balance requirement, service charge, monthly statement and FDIC deposit insurance purposes. The existence of the Sub-Deposit  Account and any other account maintained by us pursuant to these Account Terms is for internal purposes and will not change the  manner in which you use, obtain information about or earn interest (if any) on your Account. These transfers, including the placement  transfer, will not appear on your monthly statement. 

  1. Interest and Interest Rate. If your Account is an interest bearing account, the following provisions apply. A minimum deposit of  $1.00 is required to earn the Annual Percentage Yield (“APY”) disclosed to you from time to time. We only pay interest in whole cents  and use standard rounding rules to calculate the amount of interest earned. This means that an amount equal to or greater than one  half of one cent accrued during a monthly interest period is rounded up to the next whole cent and an amount less than one half of one 

cent accrued during a monthly interest period is rounded down to zero. Interest is compounded daily and credited to your Account  monthly. Interest is calculated using the daily balance method. This method applies a daily periodic rate to the principal and interest  that has accrued in the Account each day. This means that the interest from your Account is calculated every day on a 365-day year (and  366-day for leap year). Interest begins to accrue on the business day that we receive your deposit. If the Account is closed before  interest is credited, accrued interest will be paid through the last full day before the day the Account is closed. The rate at which  interest may be paid on the principal balance of the Account, and the corresponding APY at which the Account would earn interest each  year if all interest paid on the Account remains in the Account, can be found on the Service Provider Platform, which may be modified  by from time to time in our sole discretion. We may, at our discretion, at any time, change the interest rate and the APY. 

  1. Prohibitions. You must not use your Card or Account for any illegal purpose or internet gambling. This prohibition includes any  transaction that is illegal in the jurisdiction where you live, in the jurisdiction where the transaction is consummated, or in any other  jurisdiction affected by the transaction. You are responsible for determining the legality of each of your transactions in all applicable  jurisdictions before entering into the transaction. We have no obligation to monitor, review or evaluate the legality of any transaction.  Nevertheless, we may deny transactions or authorizations if we believe the transaction is or may be illegal. We reserve the right to  refuse or return any item that we believe is related to an illegal transaction, an Internet or online gambling transaction or a high-risk  transaction. To the fullest extent permitted by law, you agree to pay for any item or transfer that you authorized, even if the transaction  related to that item or transfer is determined to be illegal. 
  2. Fees. You agree to pay all fees and charges applicable to your Accounts, which will be automatically deducted from your  Accounts and may result in your Accounts being overdrawn. The amounts of these fees and charges, the manner in which they are  calculated, and the ways to potentially avoid them are listed in our Fee Schedule. Fees and our Fee Schedule are subject to change at  any time and without notice to you, unless required by law. Fees set forth in the Fee Schedule are charged by Bank for its services.  Service Provider may charge you fees separate and apart from the fees set forth in the Fee Schedule for its Services, pursuant to the  Service Provider Terms. Bank is not responsible for any fees charged by Service Provider for its Services. 
  3. Power of Attorney/Agents. References to you also include any person who you authorize to act on your behalf, whether by  following the process we require (for example, by designating an authorized signer on a signature card), or on your own (for example,  by creating a power of attorney). If you name such an agent: 
  4. We may require that you use forms we approve and require each owner to sign the form to be effective; 
  5. The powers you give to your agent, and any limitations on those powers, are between you and your agent, even if we  have express written notice of those powers. You understand and agree that we have no duty or responsibility to monitor the  acts of your agent or ensure that the acts of your agent are for your benefit. For example, if you only give your agent authority  to pay your bills and your agent exceeds that authority, we are not responsible for that breach of authority; 
  6. You agree not to hold us responsible for any loss or damage you incur as a result of us following instructions given to  us by your agent; 
  7. The owner of the Account is responsible to us for any actions of your agent, regardless of whether those actions  exceed the authority given or whether the agent is formally nominated by all the owners or less than all the owners; 
  8. The agency will end after the owner notifies us in writing to end the agency and we have had a reasonable opportunity  to act on it; and 
  9. If you authorize any third person, such as a bookkeeping service, an employee, or agent of yours to retain possession  of or prepare items or any transactions using your Account, you agree to assume full responsibility for any errors or  wrongdoing performed or caused by such third person or any of its agents or employees if we should pay any such item. 
  10. Bankruptcy Cost. If your Account becomes subject to a receivership, court order or bankruptcy, and we are required to  implement changes as to your Account that increase our costs to maintain your Account (for example, a requirement for us to pledge 

property to secure your Account above the amount of any deposit insurance on your Account), you agree to reimburse us for the  additional costs and any expenses incurred by us (including legal fees) to implement such required changes as to your Account. 

  1. Monitoring and Closing Your Account. Subject to the terms herein, you can close your Account at any time and for any reason  by contacting us or terminating the Account through the Service Provider Platform, if applicable. We reserve the right to refuse your  request to close your Account if your Account is not in good standing or if you have a negative balance on your Account. If you intend to  close your Account, you should notify us. Simply reducing your Account balance to $0.00 is insufficient notice. If you close your Account  you are responsible for transactions you initiated or authorized, including those that we receive after the Account is closed.  Withdrawals from your Account may be restricted prior to Account closing. 

We reserve the right (but are not obligated) to monitor all Account activity for inappropriate use. We can close your Account at any  time, for any reason, without advance notice. If we close your Account, we will notify you by mail, electronically or by telephone that we  have closed your Account unless your Account has had a zero balance for thirty (30) days or more. If we close your Account, all collected  funds (less any amounts due to us or for debits in process) will be transferred to your Linked Account. Alternatively, we may, at our  

discretion, mail you a check for the available balance in your Account. Written notice that the Account has been closed and a check, if  any, will be sent to any address shown on our records for you, or if the Account is a jointly owned, to any account owner to whom we  elect to send it. Once we have closed your Account, you agree that we can assess any service charge otherwise applicable against any  remaining balance in your Account. We are not responsible to you for any damages you may suffer as a result of your Account being  

closed. If you attempt to make a deposit to an Account we closed, we may collect the deposit and set-off your indebtedness to us. Any  funds in excess of $1.00 will be returned to you. 

State laws (called "escheat" or unclaimed property laws) require us to close your Account and transfer your money to the state if  your Account is dormant for a period of time as defined by your state of residence. Your Account can become dormant if, for 24  months, there is no transactional activity. If your Account becomes dormant, you may no longer receive statements, but you can still  view your accounts online. 

State abandoned property law establishes guidelines under which unclaimed property must be surrendered to the applicable state.  Generally, the funds in your Account are considered unclaimed if you have not had any activity or communication with us regarding  your Account over a period of years, defined by your state of residence. All products offered by us are subject to abandoned property  laws. If your funds are surrendered to the state, you may be able to reclaim them, but your claim may need to be presented to the  state. You can avoid the transfer of your money to the state simply by signing into your Account, transacting periodically, or contacting  us, or replying to any abandoned property correspondence. 

  1. Fraud and Unauthorized Transactions
  2. Duty to Safeguard Account. You agree to keep any Account information, Credentials, security code, password or other  confidential identification number used to access your Account secure and strictly confidential and to not permit disclosure of  such information to any unauthorized person. You agree to immediately notify Bank if this information has become known to,  or been used by, an unauthorized person. You acknowledge that Bank has no method to determine whether a transaction  conducted with use of a valid Account name, Account number, Credentials and/or security code was proper, and you therefore  authorize Bank to complete any transaction involving your Account made with the use of such information. 

You agree to be responsible for any transaction initiated with the use of a valid Credentials or any access device. Bank shall  have no liability for any loss, claim, or damage sustained as a result of the use of your Credentials or access device whether  such transaction was authorized or not and agree to indemnify and hold harmless Bank for any such transaction alleged to be  unauthorized. 

  1. Duty to Review Account Statement. You agree to review your Account statement within thirty (30) days from the  statement date. Because you are in the best position to discover an unauthorized transaction, you agree that, without regard  to care or lack of care by either you or Bank, we will not be liable for any transaction, subject to applicable law and payment 

network rules. If you choose not to receive your statements, you remain responsible to review and report any errors. If you are  absent from your Account mailing address, you are responsible to make arrangements to have your statements reviewed for  errors and report them in a timely manner. 

  1. Duty of Care. You agree that you will exercise ordinary care in handling your Account. In exercising ordinary care, you  shall have the duty to: carefully examine your bank statements for fraudulent or unauthorized transactions and promptly notify  Bank of any such transaction; timely reconcile your statement with your internal records to detect any other Account  discrepancies, including any missing or diverted deposits; implement security precautions regarding the use and access of your  Accounts through any access device, Credentials, security codes, passwords, or confidential identification numbers; conduct  background checks of all individuals having access to any Credentials, security or access devices or sensitive Account  information; conduct background checks on all individuals who have authority to prepare Account transactions or reconcile  statements; independently review the work of individuals who are responsible for reconciling statements and preparing  transactions using your Account; and comply with all other duties under this Agreement or under any applicable law. Your  failure to exercise ordinary care will constitute negligence and will preclude you from asserting against Bank any unauthorized  transaction on your Account. 
  2. Fraud Detection Tools. [Service Provider to insert any it may offer for UCC 4A purposes.] 
  3. Limitation to File Claim. You agree that no legal proceeding or action may be commenced against Bank to recover any  amounts alleged to have been improperly paid out of the Account due to any fraudulent or unauthorized transaction unless: (i)  you have timely provided written notice as required by subsections 1 and 2 of this paragraph S (Fraud and Unauthorized  Transactions), and (ii) such proceeding or action shall have been commenced within six (6) months from the date the first  statement containing the unauthorized transaction was made available to you. Any proceeding or action not brought within  one year from the date of the first statement containing the unauthorized transaction is forever barred. 
  4. Duty to Cooperate. If you report any unauthorized transaction on your Account, you agree to cooperate with Bank in  its investigation of the claim. This includes preparing an affidavit and report containing whatever information Bank requires concerning the Account, the transaction and the circumstances surrounding the loss. You also agree to file a criminal report  against any suspected wrongdoer and waive any claims against Bank if you fail to do so or if you enter into any settlement,  compromise or restitution agreement with the wrongdoer without the consent of the Bank. Bank may reverse any credit or  reimbursement should you fail to file the criminal report or refuse to testify against the wrongdoer. 
  5. Duty of Insurance. You are under a duty to maintain fidelity bond coverage on any individual who has access to your  Account information, Credentials or access devices and on any individual responsible for reviewing or reconciling statements. You agree to pursue all rights under such policy or any other insurance policy you maintain before making a claim against Bank  in connection with any unauthorized banking transaction. You agree to provide Bank with all reasonable information about  your insurance coverage, including the name of the insurance carrier, the policy number, policy limits, and applicable  deductibles. Bank’s liability, if any, will be reduced by the amount of any insurance proceeds you are entitled to receive. At  Bank’s request, you agree to assign your rights under any insurance policy to Bank. 
  6. Limitation of Liability. You agree that Bank has a reasonable time to investigate the facts and circumstances  surrounding any claimed loss and that we have no obligation to provisionally credit your Account. Bank’s maximum liability is the lesser of actual damages proved or the amount of the unauthorized withdrawals, reduced by an amount which could have  been avoided had you exercised ordinary care. In no event will Bank be liable for special or consequential damages, including loss of profits and opportunity or for attorneys’ fees. Bank will not be liable for any items that are forged or altered in such a  way that such forgery could not be reasonably detected. 
  7. Arbitration and Waivers.

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THIS ARBITRATION PROVISION WILL HAVE A SUBSTANTIAL IMPACT ON HOW LEGAL DISPUTES BETWEEN YOU AND US ARE  RESOLVED. PLEASE READ THIS SECTION IV (ARBITRATION AND WAIVERS) CAREFULLY. For a dispute subject to arbitration, neither you  nor we will have the right to: (A) have a court or a jury decide the dispute; (B) engage in information-gathering (discovery) to the same  extent as in court; (C) participate in a class action in court or in class arbitration; or (D) join or consolidate a claim with claims of any  other persons. Arbitration procedures are simpler and more limited than rules applicable in court. The decision of the arbitrator is final  and binding. 

  1. Definitions. If you have a dispute with us or our Service Provider, and we are not able to resolve the dispute informally, you  and we agree that upon demand by either you or us, the dispute will be resolved through the arbitration process as set forth in this  section. A “claim” or “dispute,” as used in this Section IV (Arbitration and Waivers), is any unresolved disagreement between you, us  and/or our Service Provider, arising from or relating in any way to the Account or these Account Terms. The terms “claim” and “dispute” are to be given the broadest possible meaning that will be enforced and includes, by way of example and without limitation, any  disagreement relating in any way to services offered in connection with an Account or any other services offered pursuant to these  Account Terms; to your use of any of our banking products or services; to any means you may use to access your Account(s); to any  advertisements, promotions or oral or written statements related to the Account; to the benefits and services related to an Account; or  your approval, establishment or enrollment for an Account. Claims also include disagreements about the meaning, application or  enforceability of this arbitration agreement. As solely used in this Section IV (Arbitration and Waivers), “we” or “us” shall include the  Bank, its affiliates and service providers and their successors, employees, directors, officers and agents, and the terms “you” or “yours”  shall mean each Account owner and all persons or entities approved to have, approved to use and/or given access to an Account. The  term “Account,” for purposes of arbitration, includes any updated or substitute Account for you. 
  2. Binding Arbitration and Appeals. Arbitration applies whenever there is a claim between you and us. If a third party is also  involved in a claim between you and us, then the claim will be decided with respect to the third party in arbitration as well, and it must  be named as a party in accordance with the rules of procedure governing the arbitration. No award or relief will be granted by the  arbitrator except on behalf of, or against, a named party. Claims are subject to arbitration, regardless of on what theory they are based,  whether they seek legal or equitable remedies, or whether they are common law or statutory (Federal or state) claims. Arbitration  applies to any and all such claims or disputes, whether they arose in the past, may currently exist, or may arise in the future.  

Judgment upon the arbitrator’s award may be entered by any court having jurisdiction. The arbitrator’s decision is final and binding,  except for any right of appeal provided by the FAA. However, if the amount of the claim exceeds $25,000 or involves a request for  injunctive or declaratory relief that could foreseeably involve a cost or benefit to either party exceeding $25,000, any party can, within  thirty (30) days after the entry of the award by the arbitrator, appeal the award to a three-arbitrator panel administered by the forum.  The panel shall reconsider anew all factual and legal issues, following the same rules of procedure and decide by majority vote.  Reference in this Section IV (Arbitration and Waivers) to “the arbitrator” shall mean the panel if an appeal of the arbitrator’s decision  has been taken. 

  1. Initiation of Arbitration. Any claim must be resolved, upon the election by you or us, by arbitration pursuant to this Section IV (Arbitration and Waivers) and the code of procedures of the national arbitration organization to which the claim is referred in effect at  the time the claim is filed. Claims shall be referred to either Judicial Arbitration and Mediation Services (“JAMS”) or the American  Arbitration Association (“AAA”), as selected by the party electing to use arbitration. If a selection by us of one of these organizations is  unacceptable to you, you have the right within ten (10) days after you receive notice of our election to select the other organization  listed to serve as arbitrator administrator. For a copy of the procedures, to file a claim or for other information about these  organizations, contact them as follows: (i) JAMS at 1920 Main Street, Suite 300, Los Angeles, CA 92614; website at www.jamsadr.com;  and (ii) AAA at 335 Madison Avenue, New York, NY 10017; website at www.adr.org

In the event that JAMS or the AAA is unable to handle the dispute for any reason, then the matter shall be arbitrated instead by a  neutral arbitrator selected by agreement of the parties pursuant to the AAA rules of procedure; or, if the parties cannot agree, selected  by a court in accordance with the Federal Arbitration Act (Title 9 of the United States Code) (“FAA”). To the extent that there is any  variance between the selected forum’s rules and this Section IV (Arbitration and Waivers), this Section IV (Arbitration and Waivers) shall  control.

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If you initiate the arbitration, you must notify us in writing at: [INSERT ADDRESS]. If we initiate the arbitration, we will notify you in  writing at your last known address in our file. 

  1. Class Action and Jury Waiver. NEITHER YOU NOR WE SHALL BE ENTITLED TO JOIN OR CONSOLIDATE DISPUTES BY OR AGAINST  OTHERS IN ANY COURT ACTION OR ARBITRATION, OR TO INCLUDE IN ANY COURT ACTION OR ARBITRATION ANY DISPUTE AS A  REPRESENTATIVE OR MEMBER OF A CLASS, OR TO ACT IN ANY ARBITRATION IN THE INTEREST OF THE GENERAL PUBLIC OR IN A PRIVATE  ATTORNEY GENERAL CAPACITY, UNLESS THOSE PERSONS ARE BENEFICIARIES ON YOUR ACCOUNT. THIS IS SO WHETHER OR NOT THE  CLAIM HAS BEEN ASSIGNED. FURTHER, NEITHER YOU NOR WE SHALL HAVE THE RIGHT TO LITIGATE A CLAIM IN COURT OR HAVE A JURY  TRIAL ON A CLAIM, OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE CODE OF PROCEDURES OF JAMS OR AAA. 
  2. Location of Arbitration and Cost. The arbitration shall take place in the Federal judicial district located in Memphis, Tennessee,  unless the parties agree to a different location in writing. The party initiating the arbitration (or appeal of the first arbitration award)  shall pay the initial filing fee. All fees and costs will be allocated in accordance with the rules of the arbitration forum. Each party shall  bear the expense of their respective attorneys, experts, and witnesses and other expenses, regardless of who prevails, but the arbitrator  will have the authority to award attorneys and expert witness fees and costs to the extent permitted by these Account Terms, the  forum’s rules, or applicable law. 
  3. Governing Law. You and we agree that in our relationship arising from these Account Terms: (1) the parties are participating in  transactions involving interstate commerce; (2) the arbitrator shall decide any dispute regarding the enforceability of this arbitration  agreement; and (3) this arbitration agreement and any resulting arbitration are governed by the provisions of the FAA, and, to the  extent any provision of that act is inapplicable, the laws of the State of Tennessee. The arbitrator must apply applicable substantive law  consistent with the FAA and applicable statutes of limitations and claims of privilege recognized at law. At the timely request of either  party, the arbitrator must provide a brief written explanation of the basis for the award. 
  4. Continuation and Severability. This Section IV (Arbitration and Waivers) shall survive termination of your Account, these  Account Terms and any bankruptcy by you or us. If any portion of this Section IV (Arbitration and Waivers) is deemed invalid or  unenforceable under any principle or provision of law or equity, consistent with the FAA, it shall not invalidate the remaining portions of  this Section IV (Arbitration and Waivers), these Account Terms or any prior agreement you may have had with us, each of which shall be  enforceable regardless of such invalidity.  
  5. Miscellaneous Terms
  6. Ordinary Card; No Fiduciary Obligation. You agree that any act or omission made by us in reliance upon or in accordance with  any provision of the Uniform Commercial Code as adopted in the State of Tennessee, or any rule or regulation of the State of Tennessee  or a federal agency having jurisdiction over the Bank, shall constitute ordinary care. We do not assume any fiduciary obligation on your  behalf. This means that we do not act as your trustee or financial advisor, and we don't assume any responsibility for your account  beyond reasonable care. 
  7. Account Disputes. If a dispute arises concerning your Account (including, for example, a dispute over who is an authorized  signer or owner), or if we believe we have a claim against you or we have or receive a claim by a third party (including our affiliates) to  all or a portion of the property (including money, certificates of deposit, securities and other investment property, financial assets, etc.)  in your Account, or if we have concerns regarding your Account or the use of your Account, we have the right to hold any portion of the  property in your Account until the dispute, claim, or concern is resolved to our satisfaction. We will not be liable to you if the hold we  place on your Account leaves insufficient funds to cover outstanding transactions. If the dispute, claim or concern remains unresolved,  you agree that we may at our option deposit the property in your Account with a court and ask the court to determine to whom the  property belongs. If we deposit your property with a court, you agree that we may charge your Account for our costs, including  attorney’s fees and expenses 
  8. Governing Law, Forum and Time Limits.

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  1. All Accounts are opened at the Tennessee branch office of the Bank. All actions relating to your Account, including these  Account Terms, will be governed by the laws and regulations of the United States and the State of Tennessee (to the extent that  laws of the State of Tennessee are not preempted by Federal law). Federal and the laws of the State of Tennessee shall be  applied without giving effect to principles of conflicts of law.  
  2. To the extent any dispute arising under these Account Terms or relating in any way to your Account or your  relationship with us is not arbitrated, you consent to the jurisdiction of, and agree that such dispute will be resolved by the  Federal or state court located in Shelby County, Tennessee. 
  3. You must file any lawsuit or arbitration against us within two (2) years after the claim arises, unless Federal law or the  laws of the State of Tennessee or an applicable agreement provides for a shorter time. This limit is in addition to limits on  notice as a condition to making a claim. If Tennessee law does not permit contractual shortening of the time during which a  lawsuit must be filed to a period as short as two (2) years, you agree to the shortest permitted time under Tennessee law. Any  action against us must be brought within the period that the applicable law requires us to preserve records, unless applicable  law or this agreement provides a shorter limitation period. 
  4. Reporting Information. We may report information about your Account to consumer reporting agencies, governmental  agencies, and/or third-party data services. Defaults on your Account may be reflected in your business credit report.  
  5. Compliance with Law. You agree to comply with applicable law and to not use your Account for illegal transactions or  activities. 
  6. Changes in Terms. We may change these Account Terms, or any fees and features of your Account, at any time. We will give  you advance notice of any change required by law in accordance with such law. We may provide this notice to you on or with your  statement, by mailing the notice to you directly or by posting the notice on the Service Provider Platform. We may change or terminate  these Account Terms without notice to comply with any appropriate Federal or state law or regulation. 
  7. Security Interest. You grant us a security interest in your Account to secure payment of any money that you owe to us arising  under these Account Terms or any other agreements with us. You acknowledge and grant us the right to use any of the funds in your  Account to cover any money you owe to us (a “right of set-off”). You agree that the security interests you have granted to us are  consensual and in addition to any rights of set-off. We may exercise our security interest or right of set-off without prior recourse to other  sources of repayment or collateral, if any, and even if such action causes you to lose interest, incur any penalty or suffer any other  consequence. If we exercise our security interest or right to set-off, we will notify you to the extent required by applicable law. If the law  imposes conditions or limits on our ability to take or set off funds in your Account, to the extent that you may do so by contract, you waive  those conditions and limits, and you authorize us to apply funds as we deem applicable. We will consider these Account Terms as your  consent for us asserting our security interest or exercising our right of set-off should any laws governing your Account require your  consent. 
  8. No Waiver of Rights. If we fail to exercise or waive a right with respect to your Account on one or more occasions, it does not  mean we have waived, or are obligated to waive, the same right on any other occasion. We may release any other person obligated  under these Account Terms without affecting your responsibilities under these Account Terms. In any event, no such waiver or delay by  us is effective unless it is in writing and approved by us. 
  9. Assignment. Your Account is not transferable and is not assignable as collateral for a loan or for any other purpose. 
  10. Other Services and Conflicts. If we make available to you any of our other banking services offered in connection with your  Account (e.g., check services), we may provide certain terms and conditions of the additional service to you in a separate agreement or  disclosure. If a service we offer has a separate agreement, and there is a conflict between the terms of these Account Terms and the  separate agreement, the separate agreement shall control.

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  1. Privacy Policy. You authorize us to share information about you and your Account with our affiliates and third parties, unless applicable law or our [INSERT HYPERLINK] Privacy Notice prohibits us from doing so. Please see our Privacy Notice for your choices  about information sharing.  
  2. Severability. In the event that any court or tribunal of competent jurisdiction determines that any provision of these Account Terms is illegal, invalid, or unenforceable, the remainder of these Account Terms shall not be affected thereby. To the extent permitted  by applicable law, the parties hereto waive any provision of law which prohibits or renders unenforceable any provision hereof, and to  the extent that such waiver is not permitted by applicable law, the parties intend that such provision be interpreted as modified to the  minimum extent necessary to render such provision enforceable. 
  3. Limitation of Liability, Disclaimer of Warranty, Indemnification and Reimbursements
  4. Limitation of Liability. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, WE ARE NOT LIABLE FOR ANY CLAIMS, COSTS, LOSSES, OR DAMAGES RESULTING DIRECTLY OR INDIRECTLY FROM OUR FAILURE TO ACT, OR ANY DELAY BEYOND TIME  LIMITS PRESCRIBED BY LAW OR PERMITTED BY THESE ACCOUNT TERMS IF SUCH FAILURE OR DELAY IS CAUSED BY YOUR  NEGLIGENCE, ACTS OR OMISSIONS OF THIRD PARTIES, INTERRUPTION OR MALFUNCTION OF EQUIPMENT OR  COMMUNICATION FACILITIES, SUSPENSION OF PAYMENTS BY ANOTHER FINANCIAL INSTITUTION, FIRE, NATURAL DISASTERS,  ELEMENTS OF NATURE, GOVERNMENT ACTION, ACTS OF WAR, TERRORISM OR CIVIL STRIFE, EMERGENCY CONDITIONS, OR  OTHER CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF THE BANK, PROVIDED THE BANK EXERCISED SUCH DILIGENCE  AS THE CIRCUMSTANCES REQUIRE. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, THE BANK SHALL BE EXCUSED  FROM SUCH FAILURE TO ACT OR DELAY AS LONG AS SUCH CIRCUMSTANCES PREVAIL, AND THE BANK CONTINUES TO USE ITS  COMMERCIALLY REASONABLE EFFORTS TO RECOMMENCE PERFORMANCE. EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE  LAW, OUR LIABILITY TO YOU FOR A CLAIM IS LIMITED TO THE FACE VALUE OF THE ITEM OR TRANSACTION, OR THE ACTUAL  VALUE OF ANY FUNDS NOT PROPERLY CREDITED OR DEBITED. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL,  INDIRECT, SPECIAL OR PUNITIVE DAMAGES EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES. 
  5. To the fullest extent permitted by law, we are not liable for any Services or the Service Provider Platform and disclaim all warranties, either express or implied or statutory, including, but not limited to, any implied warranties of merchantability,  fitness for a particular purpose and lack of viruses related to the Services or the Service Provider Platform. 
  6. Indemnification. You agree to indemnify and hold us harmless from any losses, damages, suits and expenses, including reasonable attorneys’ fees, which we may incur as a result of: (i) taking any action or not taking any action that we are entitled  to take pursuant to these Account Terms; (ii) any action or omission by you; or (iii) relying upon instructions or information  from you. 
  7. Disclaimer. ALL ACCOUNT FEATURES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A  PARTICULAR PURPOSE. 
  8. Reimbursement for Losses. If we take any action to collect debt incurred by you or other amounts you owe us under these Account Terms or defend ourselves in a lawsuit brought by you where we are the prevailing party, you agree to  reimburse us for our losses, including, without limitation, reasonable attorneys’ fees, to the extent permitted by applicable law.  We may charge your Account for our losses without prior notice to you. 
  9. Liability for Service Interruptions. From time to time, due to maintenance, malfunctions or failures of software, equipment, or telecommunications devices, as well as unusual transaction volume or similar reasons, access to your Account may not be available to  you. We minimize the periods of time during which your Account is unavailable. Access to your Account may also be interrupted as a  result of things beyond our reasonable control, computer failures, loss of power, failure or interruption of communication or transportation facilities, riots, strikes, or civil unrest. You agree that we shall not be responsible for any loss, damages, costs or expenses 

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that you may suffer or incur, directly or indirectly, as a result of the unavailability of access to your Account, regardless of whether it  could be shown that we could have prevented or reduced the duration of such unavailability by taking any action within our reasonable  control. We shall also not be responsible for any loss, damages, costs or expenses which you may suffer or incur, directly or indirectly, as  a result of your inability to access your Account caused directly or indirectly, in whole or in part, by your computer or mobile device,  your inability to establish a connection to or to access the Internet, or other limitations or constraints of the Internet. The provisions set  forth in this section shall apply in addition to any other provisions in these Account Terms but as applied to service interruptions for  access to your Account, this section shall control. 

  1. Section Headings and Successors. The headings in these Account Terms are only for convenience and do not in any way limit or  define your or our rights or obligations under these Account Terms. These Account Terms will be binding on your personal  representatives, executors, administrators, and successors. 
  2. Change of Address or any Application Information. You must notify us through the Service Provider Platform of any change of  your address, email address or phone number or any material change to information that you have provided us in your application to  open an Account. Any notice we provide to you will be binding and sent to the last (postal or electronic) address in our records. We may  change your address if we receive an address change notice from the U.S. Postal Service or if a company in the business of providing  correct addresses informs us that the address in our records no longer matches your address. 
  3. Communications. You acknowledge that data, including emails, may be accessed by unauthorized third parties when  communicated between you and the Bank, using the Internet, telephone, or other electronic devices. We are not responsible for any  misdirected data or disclosures that occur as a result of your use of third-party electronic communication channels. 
  4. Calls and Messages. You agree that we or our agents or service providers may contact you regarding any matter for any non telemarketing reason using any kind of telecommunications technology at any email and telephone number you provide to us, including  the phone number for your mobile device. You agree to receive these calls and messages, including pre-recorded or auto-dialed calls.  You also agree that we may send text messages to any phone number for your mobile device you provide to us. You understand and  accept that your service provider may charge you for these calls and messages consistent with applicable law. For quality control  purposes and for other reasons, you permit us to record and monitor your telephone conversations and electronic communications  with us (including email). Unless the law requires otherwise, you consent in advance to such recording and monitoring and we do not  need to remind you of these activities at the time of the call or communication. To revoke the consent provided pursuant to this  subsection, you must send ten (10) days’ prior written notice of such revocation to [INSERT ADDRESS]. 
  5. Survival. Termination of these Account Terms shall not impact any right or obligation arising prior to termination, and in any  event, the parties agree that any right or obligation which, by its nature, should survive termination of these Account Terms will survive  any such termination (including, but not limited to Sections IV (Arbitration and Waivers) and V (Miscellaneous Terms) of these Account  Terms). 
  6. Tax Reporting and Backup Withholding

Unless you are exempt as described below, federal law requires that the Bank withhold a statutory amount of interest or dividend  payments (referred to as backup withholding) if you (if your Account is an interest bearing account): 

  1. Fail to furnish a Taxpayer Identification Number (“TIN”),  
  2. The Internal Revenue Service (“IRS”) notifies the Bank that you furnished an incorrect TIN,  
  3. You or the Bank have been notified by the IRS that you are subject to backup withholding, or 
  4. You failed to certify that you were not subject to backup withholding or you failed to certify that your TIN was correct.

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If a correct TIN is not furnished at the time your account is opened, backup withholding will commence immediately. If you do not  have a TIN assigned to you, IRS regulations allow a sixty (60) day grace period to obtain your TIN if you have completed the proper  request for such grace period. Refer to the “Taxpayer Identification Number” section below for instructions on how to obtain a TIN. 

While you are waiting to be assigned a TIN, backup withholding will occur. After sixty days (60), if a certified TIN is not furnished,  your account may be closed. If you furnish a correct TIN within sixty (60) of account opening, and prior to year-end, you may request a  refund of the amount withheld for backup withholding. 

Certain additional IRS penalties may also apply if you fail to provide your TIN. 

For sole proprietorships, the Taxpayer Identification Number may be either a Social Security number or an Employer Identification  Number. If a sole proprietor is a resident or nonresident alien, and is ineligible for a Social Security number, the Taxpayer Identification  Number may be either an IRS “Individual Taxpayer Identification Number” (ITIN) or an Employer Identification Number (EIN). For  corporations, estates, organizations, clubs, and trusts the Taxpayer Identification Number is their Employer Identification Number. If  you do not have a Taxpayer Identification Number, obtain Form SS-4, Application for Employer Identification Number (for businesses  and all other entities), from the local IRS office, or Form W-7, Application for IRA Individual Taxpayer Identification Number (for sole  proprietors who are resident or nonresident aliens). In addition, sole proprietors who are resident or nonresident aliens must also  furnish a passport, or some other government document to verify identity. 

If you are exempt from backup withholding and information reporting, you must complete a certification to that effect provided by  the Bank. It must also provide the Bank with its Taxpayer Identification Number to be considered exempt. The following lists payees that  are exempt from backup withholding and information reporting. For interest and dividends, all listed payees are exempt except item 7  below. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to  payees described in items 1 through 5 below, except that a corporation that provides medical and health care services or bills and  collects payments from such services is not exempt from backup withholding or information reporting. Only payees described in items 2  through 5 below are exempt from backup withholding for barter exchange transactions, patronage dividends, and payments by certain  fishing boat operators. 

  1. A corporation 
  2. An organization exempt from tax under section 501(a), or an individual retirement plan (IRA), or a custodial account  under 403(b) (7) 
  3. The United States or an agency or instrumentality thereof 
  4. A state, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality  thereof 
  5. A foreign government or a political subdivision, agency or instrumentality thereof 
  6. A futures commission merchant registered with the Commodity Futures Trading Commission 
  7. A real estate investment trust 
  8. An entity registered at all times during the tax year under the Investment Company Act of 1940 
  9. A common trust fund operated by a bank under section 584(a) 
  10. A financial institution 
  11. A middleman known in the investment community as a nominee or listed in the most recent publication of the  American Society of Corporate Secretaries, Inc. Nominee List

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  1. A trust exempt from tax under section 664 or described in section 4947 Payments that are not subject to information  reporting are also not subject to backup withholding. For details, see sections 6041, 6041(a), 6042, 6044, 6045, 6049, 6050A, 6050N, and 6050W of the Internal Revenue Code, and the Treasury Regulations under such sections. 

Section 6109 of the Internal Revenue Code requires most recipients of dividends, interest, or other payments to give Taxpayer Identification Numbers to payors who must report payments to the Internal Revenue Service. The Internal Revenue Service uses the  numbers for identification purposes and to verify the accuracy of your tax return. Payors must be given numbers whether or not  recipients are required to file tax returns. 

If you fail to furnish a correct Taxpayer Identification Number (TIN), you may be subject to a penalty of $50 for each such failure  unless such failure is due to reasonable cause and not to willful neglect. If you fail to furnish a TIN, the Bank may refuse to open your  Account. The Bank may close an Account which was opened without a TIN and you fail to subsequently provide a TIN. 

If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you may be subject to a  penalty of $500. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or  imprisonment. If you disclose or use a TIN in violation of federal law, you may be subject to civil and criminal penalties. 

VII. Fund Transfers.  

We may offer a variety of electronic banking services for your use with your Account. The purpose of this Section VII (Fund Transfer)  is to inform you of some of the electronic banking services and also provide you with disclosures applicable to the services. We may also  provide separate agreements to you that govern the terms of some services, including a separate agreement for Cards. 

Unless we have entered into a specific written agreement with you that provides otherwise, payment orders you give to us for the  transfer of funds out of the Account by wire transfer or otherwise, and payment orders we receive for the transfer of funds into the  Account, will be governed by this paragraph. In addition, your rights and obligations with respect to a payment order, and our rights and  obligations, will be governed by (a) any separate written agreement with us; then (b) this section; and then, to the extent not specified  in a separate written agreement or this Agreement; (c) by Article 4A of the Uniform Commercial Code (“UCC 4A”) as enacted in  Tennessee. 

We reserve the right to refuse to accept any payment order. Payment orders are accepted when they are executed by us. We may  process any payment order request (as well as any amendment or cancellation request concerning a payment order) that we believe is  transmitted or authorized by you if we act in compliance with a security procedure agreed upon by you and us. Such payment orders  will be deemed effective as if made by you, and you will be obligated to pay us in the amount of such orders, even though they are not  transmitted or authorized by you. Unless we agree on another security procedure, you agree that we may confirm the authenticity and  content of a payment order (among other ways) by placing a telephone call to you. If we cannot reach you, or if the payment order is  not confirmed or approved in the manner we require, we may refuse to execute the payment order. 

You agree that if a payment order or cancellation thereof identifies the beneficiary by both name and an identity number, and the  name and number identify different persons or account holders, execution and payment to the beneficiary or cancellation may be made  solely on the basis of the identifying number. You also agree that if a payment order identifies an intermediary bank or the beneficiary’s  bank by both name and an identifying number, and the name and number identify different persons, execution of the payment order by  any bank may be made solely on the basis of the identifying number. If we receive a funds transfer into any Account you have with us,  we are not required to give you any notice of the receipt of the funds transfer. The funds transfer will appear on your next periodic  statement. To confirm the completion of funds transfers, please contact us at [INSERT NUMBER] or access your Account using the  Service Provider Platform. Prior to the acceptance of an outgoing payment order, the outgoing payment order may be cancelled, but  may not be amended or modified, if the beneficiary’s bank is located within the United States of America and the outgoing payment  order is to be paid in U.S. dollars. Other outgoing payment orders may not be cancelled, amended or modified. We must receive your  cancellation in a reasonable time prior to the time we execute the outgoing payment order. Payment orders sent by Fedwire will be  subject to the Federal Reserve’s Regulation J, and payment orders sent via other payment systems will be subject to the rules of those 

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systems. You agree that we may record all telephone conversations and data transmissions received from, made for or made on behalf  of you pursuant to or in connection with a payment order. 

You agree that if a payment order, or any cancellation or authorization relating thereto, but for the applicability of the Electronic  Fund Transfer Act of 1978, constitutes a portion of a funds transfer as defined in UCC 4A, all actions and disputes concerning such  payment order, cancellation or authorization shall be determined pursuant to UCC 4A and these Account Terms to the full extent  permitted by law. If an outgoing payment order in a foreign currency cannot be completed, the exchange rate that will apply to any  refund due you will be the exchange rate in effect at the time on the day the refund is made. Additional fees may be deducted from a  payment order amount by other banks involved in the funds transfer process. 

We may route payment at our own discretion for each outgoing wire transfer. A wire transfer is irrevocable once payment has been  transmitted to the beneficiary’s bank. At your request, we may request that the beneficiary’s bank return funds previously transferred.  However, you acknowledge that the beneficiary’s bank is under no obligation to comply with this request. 

Other electronic transactions against your Account, whether or not initiated or authorized by you will be governed by the specific  Agreement between us related to such transactions and/or all applicable rules and regulations governing such transactions, including  without limitation, the rules of the National Automated Clearing House Association (“NACHA”) as may be amended from time to time. 

Under NACHA rules we cannot return an unauthorized electronic transaction (ACH debit) unless you notify us no later than 5:00 p.m. Central Time on the business day following the settlement date of the transaction. Otherwise, your sole recourse is to the  originator of the transaction. 

Your Account is also subject to transfer limitations. The transfer limit depends on the EFT type. If a Card is made available to you, it  is subject to a purchase and withdrawal limit of $[X] per day. The Card may be further limited based on fraud risk and security of the  Account. All EFTs are subject to limits. Such EFT limits include limits on ATM withdrawals, cash advances and PIN or signature-based  purchases. ACH Transfers to external accounts are also subject to limits on the dollar amount of electronic transfers between your  Account and external accounts at other financial institutions, including Linked Accounts. All limits described here are designed to be  flexible in order to protect the security and integrity of the service and accounts, including the Account, as well as you and all other  users of the service. These limitations may be based on confidential fraud and risk criteria that are essential to our management of risk  and the protection of you and the integrity of the service and all Accounts and may be modified at our sole discretion without advance  notice. 

VIII. Deposit Availability.  

When a deposit is made to your Account, the funds may not be available immediately. This Section VIII (Deposit Availability  Disclosure) describes when funds will be made available to you. 

  1. Delays. We may delay the availability of funds from certain types of deposits to your Account. There are exceptions that may  apply in certain circumstances (e.g., if you have overdrawn your Account repeatedly in the last six months or there is an emergency).  During the delay, you may not withdraw funds and may not use the funds. Interest will be paid on deposits we receive, even if the funds  are not yet available for withdrawal. We will notify you if we delay the availability of your funds, and we will tell you when you can  expect your funds to be available. 
  2. Day of Deposits. Any transaction that you conduct on Saturday, Sunday, a federal holiday, or other days on which we are  closed will be handled the following business day. If we receive a deposit before 4:00 PM MT on a business day, we will consider that  business day to be the day of your deposit. However, if we receive a deposit after 4:00 PM MT or on a non-business day, we will  consider the deposit as having been made the next business day. 
  3. Special Rules for New Accounts. If you are a new customer, the following special rules will apply during the first 30 days your  account is open. Funds from electronic direct deposits to your Account will be available on the day we receive the deposit. Funds from  deposits of cash, wire transfers, and, if made available, the first $5,000 of a day's total deposits of cashier's, certified, teller's, traveler's, 

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and federal, state and local government checks will be available on the same business day we receive your deposit if the deposit meets  certain conditions. For example, the checks must be payable to you (and you may have to use a special deposit slip). The excess over  $5,000 will be available on the ninth business day after the day of your deposit. If your deposit of these checks (other than a U.S.  Treasury check) is not made in person to one of our associates, the first $5,000 may not be available until the second business day after  the day of your deposit. Funds from all other check deposits may not be available until the second business day after the day of your  deposit. 

D. Availability of ACH Transfer and EFT Deposits. Funds from wire deposits are available on the business day we receive the  deposit. Funds from ACH Transfers or EFTs that you initiate through another bank will generally be available on the next business day  after the day the ACH Transfer is deemed to be received by us. An ACH Transfer or EFT debit to a Linked Account or any other external  account that we originate on your behalf will generally be made available on the third business day after the date the ACH Transfer or  EFT is deemed to be received by us. Once they are available, you can use the funds for EFTs and ACH Transfers. Even after we have  made funds available to you and you have withdrawn the funds, you remain responsible if any deposit to your Account is returned,  rejected, or otherwise uncollected by Bank.

Evolve Bank & Trust Electronic Communication Consent

Evolve Bank & Trust Electronic Communication Consent  

Effective Date: 10/22/2021

We want to provide you with communications electronically. Certain laws and regulations require us to provide communications to you  “in writing,” which means you may be entitled to receive the information on paper. The E-SIGN Act allows us to provide you  communications electronically and to conduct transactions with you electronically, with your consent. 

Please read this Evolve Bank & Trust Electronic Communication Consent (the “Consent”) carefully prior to providing us with your  consent. This Consent describes how we deliver and receive communications to and from you electronically and asks you to consent to use electronic records and signatures in our relationship with you. If you do not agree to this Consent or you later withdraw your  consent provided herein, you may not be able to continue to use our services. 

Definitions 

We”, “us”, and “our” means Evolve Bank & Trust, its current or future affiliated companies, agents, assignees and service providers. 

You” and “your” mean each applicant, account owner and anyone else with access to the account. If there is more than one owner,  then these words mean each account owner separately, and all account owners jointly.  

Communication” means each application, agreement, disclosure, notice, fee schedule, response to claims, statement, privacy policy,  record, document and other information related to your account or to any Product, or that you sign, submit or agree to at our request.  

Product” means each and every account, product or service we offer or will offer.  

The words “include” and “including,” when used at the beginning of a list of one or more items, indicates that the list contains examples  and is not exclusive or exhaustive, and the items in the list are only illustrations. 

Scope of Communications to be Provided in Electronic Form. 

This Consent applies to all Communications and Products. By applying for or using a Product, you agree that any Communications will be  provided in electronic format, to the extent allowed by law, and that paper Communications will not be sent. Your consent to receive  electronic Communications and transactions includes, but is not limited to: 

▪ All legal and regulatory disclosures and communications associated with the Product; 

▪ The Account Terms, including any amendments thereto, and any and all agreements by and between you and us that relate to  a Product; 

▪ Privacy policies and notices; 

▪ Responses to claims filed in connection with a Product; 

▪ Statements; and 

▪ All other communications between us and your concerning the Product and any related transactions, products or services. 

Sometimes the law, or our agreement with you, requires you to give us a written notice. You must still provide these notices to us on  paper, unless we specifically tell you in another Communication how you may deliver that notice to us electronically. 

We reserve the right, at our sole discretion, to discontinue the provision of electronic Communications, or to terminate or change the  terms and conditions upon which electronic Communications are provided. We will provide you with notice of any such termination or  change as required by law. 

Method of Providing Communications in Electronic Form. 

All Communications that we provide in electronic form will be provided either (1) by e-mail or (2) by access to a website designated in  an email notice from us, (3) through the any mobile application we may make available, (4) to the extent permitted by law, by access to  a website generally designated in advance for such purpose, or (5) in the manner specified in any other agreement we or our affiliates  have with you. 

If you seek to obtain a new product, service or account with us, we may remind you that you have already consented to receiving  electronic Communications and using electronic signatures in your relationship with us.  

Continuing to use our Products after receiving updates to our system requirements signifies your acceptance of the change and  reaffirmation of your consent.

Keeping your Records Current. 

It is your responsibility to provide us with a true, accurate and complete e-mail address, street address, and other information related to  this Consent and a Product, and to maintain and update promptly any changes in this information. You can update information (such as  your e-mail address) by contacting us at cardsupport@paystand.com. We are not responsible for any delay or failure in the receipt of the  Communications if we send the Communications to the last e-mail address you provided to us. 

System Requirements for Accessing Communications. 

In order to access, view, and retain electronic Communications that we make available, you must have: 

▪ computers capable of running one of these compatible browsers: 

▪ Internet Explorer version 9.0 or higher. 

▪ Firefox version 35 or higher. 

▪ Safari version 6.1 or higher. 

▪ Chrome version 38 or higher. 

OR 

▪ an Apple iPhone or iPad running iOS version 9.0 or higher. 

▪ access to an active e-mail account with an email service provider.  

We may update these requirements as necessary to preserve the ability to receive electronic Communications. If there is a substantial  change in these requirements, you will be notified as required by law. 

Requesting Paper Copies. 

We will not send paper copies of any Communication; however, we reserve the right, but assume no obligation, to provide a paper  (instead of electronic) copy of any Communication that you have authorized us to provide electronically. You can obtain a paper copy of  an electronic Communication by printing it or by requesting that we mail a paper copy. To request a paper copy, contact us at cardsupport@paystand.com during normal business hours, except for national holidays. There may be a fee associated with the request for the delivery of  paper copies of any Communication provided electronically pursuant to this Consent. 

Communications in Writing. 

All Communications in either electronic or paper format from us to you will be considered “in writing.” You should print or download a  copy of this Consent and any other Communications for your records. 

Withdrawing Your Consent  

You can withdraw your consent to receive Communications electronically at any time. Your withdrawal of consent will become effective  after we have had a reasonable opportunity to act upon it. To withdraw your consent to receive Communications electronically, you  must contact us by e-mailing at cardsupport@paystand.com

If you withdraw consent, your access to all Products will be terminated and any account you have with us will be closed and funds will  be returned to you in accordance with the account agreement. If you withdraw consent, the legal validity and enforceability of prior  Communications delivered in electronic form will not be affected. 

Consent  

By applying for or using a Product or by checking any call to action (including “I Agree” or similar language), you give us affirmative  consent to receive electronic Communications as described herein.  

By providing your consent, you are also confirming that you have the hardware and software described above, that you are able to  receive and review electronic Communications, and that you have an active email account. You are also confirming that you are authorized to, and do, consent on behalf of all the other account owners, authorized signers, authorized representatives, delegates,  product owners and/or service users identified with your Products.

Evolve Privacy Policy

https://www.getevolved.com/privacy-policy/

Paystand Visa Commercial Cardholder Agreement

Paystand Visa Commercial Cardholder Agreement


IMPORTANT: PLEASE READ CAREFULLY 

  1. Terms and Conditions for Paystand Visa Card

This Cardholder Agreement (“Agreement”) outlines the terms and conditions under which the Paystand Visa (the “Card”) has been issued to you by Evolve Bank & Trust (Member FDIC) (the “Bank”). The Bank has retained a Paystand to provide certain services on the Bank’s behalf. “Paystand” for the Paystand Visa is Solid Financial Technologies, Inc. “Card Account” means the records we maintain to account for the value of transactions associated with the Card. "You" and "your" means the person or persons who have received the Card and who are authorized to use the Card as provided for in this Agreement. “We,” “us,” and “our” means the Bank, our successors, affiliates, assignees and our third-party service providers. The Card will remain the property of the Bank and must be surrendered upon demand.  The Card is nontransferable, and it may be canceled, repossessed, or revoked at any time without prior notice, subject to applicable law. Please read this Agreement carefully and keep it for future reference. 

This Agreement is provided to you in electronic format pursuant to the E-Signature and Electronic Disclosure Agreement that you accepted and agreed to when you opened your Card Account.  By accepting and/or using this Card, you agree to be bound by the terms and conditions contained in this Agreement. 

Please keep for future reference the link to the Paystand Corporate Card Dashboard: https://corpcard.paystand.com/, where you can immediately cancel and freeze your cards in the event the card is lost, stolen or destroyed. You can also contact Paystand’s Support team here: https://support.paystand.com/hc/en-us  

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions and their third parties to obtain, verify, and record information that identifies each person who obtains a Card. What this means for you: when you apply for a Card, we will ask for your name, address, date of birth, social security number or country identification number, and other information that will allow us to identify you. We may also ask to see your driver's license or other documentation bearing your photo as verification of your identity. By participating in the Card program, or applying for a Card, you certify that all information you have provided to us, including, but not limited to, your real name, valid U.S. mailing address and residential address (if different), social security number or identification documentation, date of birth, telephone number and other information provided at our request, is true, accurate and complete. If you falsify, misrepresent, or fail to provide requested information, we may cancel your Card and Card Account. In addition, funds tied to suspected illicit or illegal activity may be subject to both internal and potentially federal investigation. We reserve the right to restrict or delay your access to any such funds, subject to applicable law. We may share any of the information collected and any results of any investigation with the Paystand, which may be used pursuant to its Privacy Policy 

For more information, please see Paystand’s Privacy Policy.


THIS AGREEMENT IS SUBJECT TO MANDATORY ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT AND A WAIVER OF CLASS ACTION PROVISION. SEE SECTION XIX BELOW. 

  1. The Card 
  2. The Card is a debit card that is funded by your Card Account. The Card allows you to access funds deposited to your Card Account by you or on your behalf. The funds in your Card Account will be FDIC-insured pursuant and subject to applicable law. You may access the funds in your Card Account by using your Card or Card Number or by Automated Clearing House (“ACH”) debit using your Account Number. The Card is not a credit card or a gift card and may not be gifted, sold or transferred. You will not receive any interest on your funds in the Card Account. The expiration date of the Card is listed on the Card. However, the funds in your Card Account will not expire, regardless of the expiration date listed on the Card. If your Card Account becomes inactive and subject to escheatment under state law, we may remit funds in your Card Account to the state of your residence, and you may claim the funds from the state. 
  3. You agree that the Card will be used primarily for business use. You may not use the Card for illegal gambling or any other illegal transaction. We reserve the right to cancel, close or restrict use of the Card and Card Account, including by refusing the processing of any transaction, if we believe you have violated this Agreement or any applicable law. 
  4. You must activate the Card and complete the activation process, including setting a Personal Identification Number (“PIN”), before it may be used. You should memorize your PIN and not write down your PIN or keep your PIN with your Card. If you believe that anyone has gained unauthorized access to your PIN, you should advise the Bank and Paystand immediately, following the procedures in Section XVII (Your Liability for Unauthorized Transfers) below. You may need to provide personal information in order for your identity to be verified and for completion of the activation process. You agree to sign the back of the Card immediately upon receipt. 
  5. Virtual Card. You may have the option of accessing your Account with, in addition to your physical card, a virtual card represented by a 16-digit account number (“Virtual Card”). The Virtual Card may either be single-use, meaning the 16-digit account number will expire after a single transaction, or recurring-use, meaning you may use your 16 digit account number for multiple transactions. You may not use your Virtual Card to obtain cash anywhere. 
  6. Authorized Users 

You are responsible for all authorized transactions initiated and fees incurred by use of the Card. If you permit another person to have access to the Card or Card number, we will treat this as if you have authorized such use and you will be liable for all transactions and fees incurred by those persons 

  1. Authorized Representatives. “Authorized Representatives" are persons with authority to act on your behalf. Unless a restriction that we have acknowledged in writing is specifically stated in your authorizing resolution: (i) an Authorized Representative will have authority to appoint the authorized users or secondary cardholders; and (ii) each Authorized Representative may do these things acting alone, unless we require otherwise. We may, but are not obligated to, accept oral instructions from your Authorized Representatives. As between you and us, all actions of an Authorized Representative shall be deemed within the scope of such person’s authority. We are not required to verify or confirm the purpose or propriety of any action by your Authorized Representatives and are not re- sponsible for any misapplication or misappropriation of funds by your Authorized Representatives. 
  2. B. Secondary Cardholder. You may be allowed to issue additional Cards linked to your Account to a secondary cardholder(s). We will treat the transactions initiated by the secondary cardholder as authorized by you and you will be liable for all transactions, fees and other liabilities related to such secondary cardholder. 

  1. Using the Card and Card Account and Limits 

Subject to the limitations set forth in this Agreement, you may use your Card and Card Account, as applicable, to access funds in your Card Account, including to purchase goods or services wherever your Card is honored as long as you do not exceed the value available in your Card Account. There may be Fees associated with some of these transactions.


  1. You will be assigned a Bank’s routing number and a 16 digit account number (the “Account Number”) once your identity has been verified. If you do not have sufficient funds in your Card Account, debits to your Card Account may be declined and your payment will not be processed. You also may be assessed an ACH decline fee (see Exhibit 1). 

  1. Foreign Transactions. The Card may only be used to conduct transactions within the 50 United States, District of Columbia and U.S. Territories (Puerto Rico, Guam, Northern Marianas, the U.S. Virgin Islands, and American Samoa). The Card may be used to conduct international transactions, including, without limitation, transactions conducted on international merchant websites or mobile applications accessible within the United States; provided the merchant accepts the Visa or any other logo on the Card. All debits to your Card Account will be posted in U.S. dollars. Transactions made in a foreign currency are converted into U.S. dollar amounts by Visa, using its then current currency conversion procedure and rate. The currency conversion rate used on the processing date may differ from the rate in effect on the transaction date or periodic statement posting date. Foreign transactions are subject to foreign transaction fees, 1.5% of the transaction plus a flat $0.30 cent fee per transaction, and will be included in the amount charged to your Card Account. 

  1. Card Not Present Transactions. If you initiate a transaction without presenting your Card (such as for an internet or telephone purchase), the legal effect will be the same as if you used the Card itself. For security reasons, the amount or number of such transactions you may make may be limited. 

  1. The total amount of purchases that you can perform in any single day or over any other period is limited to the account spend limit you are granted upon approval, or the amount you choose to wire into your DeFi Card Account. For security reasons, you may be further limited as to the number or dollar amount of transactions you can make with your Card. We may, at our discretion, modify the limits from time to time. You will be notified of any change in the manner provided by applicable law prior to the effective date. Card limits are subject to periodic review and may be changed based on your Card Account history, activity, and other factors, including but not limited to your Card activity. We retain sole discretion to apply and change limits. 

  1. Split Transactions and Authorization Holds 
  2. Split Transactions. If you do not have sufficient funds in your Card Account, you can instruct the merchant to charge a part of the purchase to the Card and pay the remaining amount with cash or another card. These are called “split transactions.” Some merchants do not allow cardholders to conduct split transactions. Some merchants will only allow you to do a split transaction if you pay the remaining amount in cash. If you fail to inform the merchant that you would like to complete a split transaction before swiping your Card, your Card is likely to be declined. 
  3. Authorization Holds. When you use your Card to purchase goods or services, the merchant may attempt to obtain preauthorization for the transaction. If the merchant makes such a request, a “hold” is placed on your Card Account balance for the amount of the preauthorization request (which may vary in some cases from the amount of the actual purchase, depending on the merchant or purchase type), until the merchant sends the final payment amount of your purchase, or for up to sixty (60) days, even if you fail to make the purchase. During the hold period, you may not have access to the preauthorized amount in your Card Account. We will not be responsible if any transactions are not completed because of the hold. If the preauthorization request varies from the amount of the actual transaction, the actual transaction amount will be debited from your Card Account, even if this results in your Card Account balance becoming negative. You remain responsible for any negative balances in your Card Account. If you use the Card at an automated fuel dispenser (“pay at the pump”), the transaction may be preauthorized for an amount up to $100.00. If the Card is declined, but you have sufficient funds available in your Card Account, you should use the Card to pay for the purchase inside with the cashier. If you use the Card at a restaurant, a hotel, for a car rental purchase, or for similar purchases, the transaction may be preauthorized for the purchase amount plus up to 20% to ensure there are sufficient funds available to cover tips or incidental expenses incurred. You do not have the right to stop payment on any purchase or payment transaction originated by use of the Card. 
  4. Obligation for Negative Balances 

Each time you initiate a Card transaction, you authorize the Bank to reduce the funds available in your Card Account by the amount of the transaction and all associated fees. You are not allowed to exceed the available amount in your Card Account through an individual transaction or a series of transactions (creating a “negative balance”). Nevertheless, if any transaction causes the balance in your Card Account to go negative, including any purchase transactions where the retailer or merchant does not request authorization, you shall remain fully liable to us for the amount of any negative balance and any corresponding transaction fees. You may also be liable for any related Insufficient Funds/NSF Fee(s). We reserve the right to bill you for any negative balance or to recoup such negative balance from any other Card we have issued to you. You agree to pay us promptly for the negative balance and any related fees. We also reserve the right to cancel your Card if you create one or more negative balances with your Card. If you fail to pay us amounts owed under this Agreement, we may refer your Card Account and collection of amounts owed to a collection agency. 


  1. Recurring Transactions 

If you intend to use your Card for recurring transactions, you should monitor your balance and ensure you have funds available in your Card Account to cover the transactions. “Recurring transactions” are transactions that are authorized in advance by you to be charged to your Card at substantially regular intervals. We are not responsible if a recurring transaction is declined because you have not maintained a sufficient balance in your Card Account to cover the transaction. If these recurring transactions vary in amount, the recipient of the recurring transaction should inform you, ten (10) days before each payment, when it will be made and how much it will be. You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set. If you have provided instructions for recurring transactions from your Card Account, you can stop the payment by canceling or freezing the card directly from your dashboard at https://corpcard.paystand.com/ or notifying us in writing here: https://support.paystand.com/hc/en-us at least three (3) business days before the scheduled date of the transfer. If you order us to stop one of these payments three (3) business days or more before the transfer is scheduled, we will be liable for your direct losses or damages. If you have authorized a merchant to make the recurring transaction, you also should contact the applicable merchant in order to stop the recurring transaction. 


  1. Preauthorized Credit. 

If you have arranged to have direct deposits made to your Card Account at least once every sixty (60) days from the same person or company and you do not receive a receipt/statement (paystub), you can notify us here: https://support.paystand.com/hc/en-us to find out whether or not the deposit was made. 


  1. Statements 

You may obtain information about the amount of funds available in your Card Account by logging in to www.corpcard.paystand.com.  This information, along with a 12-month history of Card transactions, is available by logging into your account www.corpcard.paystand.com. You also have a right to obtain a 24-month written history of Card transactions by filing a ticket at https://support.paystand.com/hc/en-us.  Pursuant to the E-Signature and Electronic Disclosure Agreement, we will deliver any account statements required by law to you in electronic form. This means you will not automatically receive paper statements. You are responsible for keeping track of your available Card Account balance. Merchants generally will not be able to determine your available balance. It is important to know your available Card Account balance before making any transaction. 


  1. Return and Refunds 

If you are entitled to a refund for any reason for goods or services obtained with the Card, you agree to accept credits to your Card Account for refunds and agree to the refund policy of the merchant. Neither the Bank nor Paystand is responsible for the delivery, quality, safety, legality or any other aspects of the goods or services you purchase from others with the Card. If you have a problem with a purchase you made with the Card, or if you have a dispute with the merchant, you must handle it directly with the merchant. The amounts credited to your Card for refunds may not be available for up to five (5) days from the date the refund transaction occurs. 


  1. Receipts 

You should get or request a receipt at the time you make a transaction using your Card. You agree to retain your receipts to verify your transactions. 


  1. CARD CANCELLATION, SUSPENSION AND LIMITS AND CARD REPLACEMENT 

We reserve the right, at any time and in our sole discretion, to limit your use of the Card, including limiting or prohibiting specific types of transactions. The Bank may refuse to issue a Card, revoke Card privileges or cancel your Card with or without cause or notice, other than as required by applicable law. If you would like to cancel the use of your Card, you may do so canceling the card directly by logging in to your account https://corpcard.paystand.com/, navigating to the cards tab, selecting a specific card and clicking cancel or by filing a ticket with our help desk: https://support.paystand.com/hc/en-us. You agree not to use or allow others to use an expired, revoked, canceled, suspended or otherwise invalid Card. The cancellation of Card privileges will not otherwise affect your rights and obligations under this Agreement. Not all services described in this Agreement are available to all persons or at all locations. We reserve the right to limit, at our sole discretion, the provision of any such services to any person or in any location. Any offer of a service in this Agreement shall be deemed void where prohibited. We can waive or delay enforcement of any of their rights under this Agreement without losing them. 

If you need to replace the Card for any reason, please cancel the card and create a new one in your dashboard https://corpcard.paystand.com/ or file a ticket with our help desk https://support.paystand.com/hc/en-us to request a replacement. You will be required to provide personal information which may include the last four digits of your Card number, your full name and knowledge of the Card transaction history. If you believe the Card has been lost or stolen, you may immediately disable it by canceling the card on the dashboard https://corpcard.paystand.com/


  1. Confidentiality 

The Bank may disclose information to third parties about your Card or the transactions you make using your Card: (1) where it is necessary for completing transactions; (2) in order to verify the existence and condition of your Card for a third party, such as a merchant; (3) in order to comply with government agency, court order, or other legal reporting requirements; (4) if you give the Bank your written permission; (5) to our and the Bank’s employees, auditors, affiliates, service providers, or attorneys as needed; (6) in order to collect funds you may owe us; and (7) as otherwise provided in the Bank’s Privacy Policy Notice.  


  1. Our Liability for Failure to Complete Transactions 

In no event will the Bank or Paystand be liable for consequential damages (including lost profits), extraordinary damages, special or punitive damages. Neither Bank nor Paystand will be liable, for instance: (1) if, through no fault of Paystand or of the Bank, you do not have enough funds available in your Card Account to complete the transaction; (2) if a merchant refuses to accept your Card or provide cash back; (3) if an electronic terminal where you are making a transaction does not operate properly, and you knew about the problem when you initiated the transaction; (4) if access to your Card has been blocked after you reported your Card lost or stolen; (5) if there is a hold or your funds are subject to legal process or other encumbrance restricting their use; (6) if Paystand or the Bank has reason to believe the requested transaction is unauthorized; (7) if circumstances beyond Paystand or the Bank’s control (such as fire, flood or computer or communication failure) prevent the completion of the transaction, despite reasonable precautions that Paystand or the Bank has taken; or (8) any other exception stated in this Agreement with you. 



  1. Lost or Stolen Cards or Unauthorized Transfers 

If you believe your Card or PIN has been lost, stolen or compromised, please cancel the card immediately from your dashboard https://corpcard.paystand.com/ or contact us at  https://support.paystand.com/hc/en-us. You should also write us by submitting a ticket in our help desk https://support.paystand.com/hc/en-us  if you believe an electronic transfer has been made using the information from your Card or Card Account without your permission. 

  1. Your Liability for Unauthorized Transactions 
  2. Immediate Contact.  The Card is a commercial Card and does not provide consumer protections for lost or stolen Cards or unauthorized transactions. Treat the Card like cash.  Until you or an Authorized User reports a Card as lost or stolen or reports an unauthorized transaction on a Card, you are fully responsible for all transactions, even if the Card is lost, stolen or used for unauthorized transactions. Login to your dashboard at www.corpcard.paystand.com immediately and cancel the card or contact customer service IMMEDIATELY here https://support.paystand.com/hc/en-us if you or Authorized User believes: (i) a Card has been lost or stolen, (ii) some- one has gained unauthorized access to any access information for your Card, or (iii) someone has transferred or may transfer funds from the Card without permission. Reporting a lost/stolen Card or unauthorized transactions through filing a ticket with our help desk at https://support.paystand.com/hc/en-us or by logging into your account here https://corpcard.paystand.com/  to deactivate the Card is the best way to minimize possible losses. 

 

  1. Visa Zero Liability. Under Visa Zero Liability Protection, you will not be held responsible for unauthorized transactions if you have used reasonable care in safeguarding your Card from loss or theft and you promptly reported to us when you became aware that your Card was lost or stolen.  Visa Zero Liability applies to purchases made in store, over the telephone, online or via a mobile device.  Visa Zero Liability may not apply to certain Visa payment cards that are used for commercial purposes. 

 

  1. Notifications After 60 Days of Your Statement is Made Available. If you become aware of and/or your statement shows transactions that you did not make, notify us immediately. However, if you fail to report an unauthorized use that appears on a periodic statement within 60 days of when your periodic statement was made available to you, then you may be liable for the amount of each unauthorized transfer that occurs after the close of the 60 days and before you provide notice to us, unless the delay in notifying us was due to extenuating circumstances beyond your reasonable control. 

 

  1. Your Responsibility. If you and Authorized User permit another person to have access to a Card, we will treat this as if you or Authorized User has authorized such person to use the Card, and you will be liable for all transactions and fees incurred by such person, even if they exceed the authorization granted. You will further be responsible for any transactions made and any fees incurred by the Authorized User even if the Authorized User exceeds the scope of the authority granted to such Authorized User by you. If you want to withdraw permission for an Authorized User to use a Card, then transactions made with the Card will be considered unauthorized only after you notify us that the per- son is no longer authorized to use the Card. 

 

  1. Your Right to Dispute Errors 

When an unauthorized transaction or other error occurs in the Card Account, including unauthorized transactions that occur because the Card has been lost or stolen, we will cover you for the full amount of every eligible unauthorized transaction or other error as long as you follow the procedures discussed in this Section. We must hear from you no later than sixty (60) days after we sent you the FIRST statement on which the problem or error appeared. 

  1. Tell us your name and account number. 
  2. Describe the error or transfer you are unsure about and explain as clearly as you can why you believe it is an error or why you need more information. 
  3. Tell us the dollar amount of the suspected error. 

You can file a dispute by writing us here: https://support.paystand.com/hc/en-us  


If you tell us verbally, we may require that you send us your complaint or question in writing within ten (10) business days. 

We will determine whether an error occurred within ten (10) business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to forty-five (45) days (ninety (90) days for those transactions at merchant POS terminals, processed on a new account, or initiated outside the United States) to investigate your complaint or question. If we decide to do this, we will credit your account within ten (10) business days for the amount you think is in error so that you will have full use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within ten (10) business days, we may not credit your account. 

For errors involving new accounts (an account where the first deposit to the account occurs less than 30 days before the error), we may take up to twenty (20) business days to credit your account for the amount you think is in error. 

We will tell you the results within three (3) business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation. 


  1. Digital Wallet
  2.   Adding a Card. You can add your Card to a digital wallet by following the instructions of the digital wallet. The digital wallet may not be accepted in all places where your Card is accepted. We may terminate the ability for you to add the Card to a digital wallet at any moment. 
  3. Remove Your Card from the Digital Wallet. You should contact the digital wallet provider to remove a Card from the digital wallet. We can end or suspend your ability to use a Card with the Digital Wallet at any time. 
  4. Card Responsibility. You are solely responsible for maintaining the security of your digital wallet credentials (including user identification, password or other access credentials). If you share these credentials with any other person, you expressly authorize them to access your personal information, access your accounts and initiate charges to your Cards using the digital wallet service. 
  5. Fees. We currently do not impose a fee for using your Card at a Digital Wallet, but we reserve the right to impose a fee in the future. Please note that a Digital Wallet provider or another third party enabling or associated with your use of a Digital Wallet may charge a fee for using your Cards in a Digital Wallet. 
  6. No Liability for the Digital Wallet. We are not the provider of the digital wallet and we are not responsible for providing the digital wallet service to you. We are only responsible for supplying information securely to the digital wallet provider to enable usage of the Card in such digital wallet. We are not responsible for any failure of the digital wallet or the inability to use the digital wallet for any transaction. We are not responsible for the performance or non-performance of the digital wallet provider or any other third parties regarding any agreement you enter into with the digital wallet provider or associated third‐ party relationships that may impact your use of the digital wallet. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE DIGITAL WALLET SERVICE IS AT YOUR SOLE RISK, AND WE ARE NOT RESPONSIBLE FOR THE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, OR ACCURACY. 
  7. Privacy & Security. You agree that we may exchange your information with the Digital Wallet provider, a payment network (e.g., Visa and Mastercard), and others in order to enable your use of the Digital Wallet, make information available to you about your Card transactions, and improve our ability to offer the Digital Wallet services. We do not control how the Digital Wallet provider or third parties use the information received in connection with the Digital Wallet and the use of such information is governed by such party’s privacy policy. We are not responsible for the security of the information provided to the Digital Wallet provider or stored in the Digital Wallet. We are not responsible if a security breach occurs that affects any information stored in the Digital Wallet or sent from a wallet. 
  8. Arbitration 

This Section sets forth the circumstances and procedures under which Claims (as defined below) shall be arbitrated instead of litigated in court upon the election of either party. 

  1. Definitions: As used in this Arbitration Section, the term “Claim” means any claim, dispute or controversy between you and Bank, Paystand or any of their agents or retailers, arising from or relating to the Card or this Agreement as well as any related or prior agreement that you may have had with us or the relationships resulting from this Agreement, including the validity, enforceability or scope of this Arbitration Section or the Agreement. “Claim” includes claims of every kind and nature, including but not limited to initial claims, counterclaims, cross-claims and third-party claims and claims based upon contract, tort, fraud and other intentional torts, statutes, regulations, common law and equity. The term “Claim” is to be given the broadest possible meaning that will be enforced and includes, by way of example and without limitation, any claim, dispute or controversy that arises from or relates to (i) your Card, or the Cards of any additional cardholders designated by you; (ii) the amount of available funds on the Cards; (iii) advertisements, promotions or oral or written statements related to the Cards, goods or services purchased with the Cards; (iv) the benefits and services related to the Cards; and/or (v) your enrollment for any Card. As used in this Arbitration Section, the terms “we” and “us” shall for all purposes mean the Bank, Paystand, their respective wholly or majority owned subsidiaries, affiliates, licensees, predecessors, successors, and assigns, and all of their agents, employees, directors and representatives. In addition, “we” or “us” shall include any third party using or providing any product, service or benefit in connection with any Cards (including, but not limited to merchants who accept the Card, third parties who use or provide services, debt collectors and all of their agents, employees, directors and representatives) if, and only if, such third party is named as a co-party with us (or files a Claim with or against us) in connection with a Claim asserted by you. As solely used in this Arbitration Section, the terms “you” or “yours” shall mean all persons or entities approved by us to have and/or use a Card, including but not limited to all persons or entities contractually obligated under any of the Agreements and all additional cardholders. 
  2. Initiation of Arbitration Proceeding/Selection of Administrator: Any Claim shall be resolved, upon the election by you or us, by arbitration pursuant to this Arbitration Provision and the code of procedures of the national arbitration organization to which the Claim is referred in effect at the time the Claim is filed. Claims shall be referred to either Judicial Arbitration and Mediation Services (“JAMS”) or the American Arbitration Association (“AAA”), as selected by the party electing to use arbitration. If a selection by us of one of these organizations is unacceptable to you, you shall have the right within thirty (30) days after you receive notice of our election to select the other organization listed to serve as arbitrator administrator. For a copy of the procedures, to file a Claim or for other information about these organizations, contact them as follows: (i) JAMS at 1920 Main Street, Suite 300, Los Angeles, CA 92614; website at www.jamsadr.com; and (ii) AAA at 335 Madison Avenue, New York, NY 10017; website at www.adr.org. 
  3. Significance of Arbitration: IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN THE CODE OF PROCEDURES OF JAMS OR AAA, AS APPLICABLE (THE “CODE”). FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. THE ARBITRATOR SHALL NOT CONDUCT A CLASS ARBITRATION OR A JOINT ARBITRATION, EXCEPT AS SET FORTH BELOW. THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING. NOTE THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION. 
  4. Restrictions on Arbitration: If either party elects to resolve a Claim by arbitration, that Claim shall be arbitrated on an individual basis. There shall be no right or authority for any Claims to be arbitrated on a class action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, other cardholders or other persons similarly situated. The arbitrator’s authority to resolve Claims is limited to Claims between you and us alone, and the arbitrator’s authority to make awards is limited to you and us alone. Furthermore, Claims brought by you against us or by us against you may not be joined or consolidated in arbitration with Claims brought by or against someone other than you, unless otherwise agreed to in writing by all parties. 
  5. Location of Arbitration/Payment of Fees: Any arbitration shall take place in Memphis, Tennessee, unless otherwise agreed in writing by the parties. At your written request, we will consider in good faith making a temporary advance of all or part of the filing administrative and/or hearing fees for any Claim you initiate as to which you or we seek arbitration. At the conclusion of the arbitration (or any appeal thereof), the arbitrator (or panel) will decide who will ultimately be responsible for paying the filing, administrative and/or hearing fees in connection with the arbitration (or appeal). If and to the extent you incur filing, administrative and/or hearing fees in arbitration, including for any appeal, exceeding the amount they would have been if the Claim had been brought in the state or federal court which is closest to your billing address and would have had jurisdiction over the Claim, we will reimburse you to that extent unless the arbitrator (or panel) determines that the fees were incurred without any substantial justification. 
  6. Arbitration Procedures: This Arbitration Section is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (the “FAA”). The arbitration shall be governed by the applicable Code, except that (to the extent enforceable under the FAA) this Arbitration Section shall control if it is inconsistent with the applicable Code. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law and, at the timely request of either party, shall provide a brief written explanation of the basis for the decision. In conducting the arbitration proceeding, the arbitrator shall not apply the Federal or any state rules of civil procedure or rules of evidence. Either party may submit a request to the arbitrator to expand the scope of discovery allowable under the applicable Code. The party submitting such a request must provide a copy to the other party, who may submit objections to the arbitrator with a copy of the objections provided to the request party, within fifteen (15) days of receiving the requesting party’s notice. The granting or denial of such request will be in the sole discretion of the arbitrator who shall notify the parties of his/her decision within twenty (20) days of the objecting party’s submission. The arbitrator shall take reasonable steps to preserve the privacy of individuals, and of business matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding, except for any right of appeal provided by the FAA. However, any party can appeal that award to a three-arbitrator panel administered by the same arbitration organization, which shall consider anew any aspect of the initial award objected to by the appealing party. The appealing party shall have thirty (30) days from the date of entry of the written arbitration award to notify the arbitration organization that it is exercising the right of appeal. The appeal shall be filed with the arbitration organization in the form of a dated writing. The arbitration organization will then notify the other party that the award has been appealed. The arbitration organization will appoint a three-arbitrator panel which will conduct arbitration pursuant to its Code and issue its decision within one hundred twenty (120) days of the date of the appellant’s written notice. The decision of the panel shall be by majority vote and shall be final and binding. 
  7. Continuation: This Arbitration Section shall survive termination of your Card as well as voluntary payment of the debt in full by you, any legal proceeding by us to collect a debt owed by you, and any bankruptcy by you or us. If any portion of this Arbitration Section is deemed invalid or unenforceable under any principle or provision of law or equity, consistent with the FAA, it shall not invalidate the remaining portions of this Arbitration Section, the Agreement or any prior agreement you may have had with us, each of which shall be enforceable regardless of such invalidity. 
  8. Other Terms. 
  9. The Card and your obligations under this Agreement may not be assigned. The Bank may transfer its rights under this Agreement. Use of the Card is subject to all applicable rules and customs of any clearinghouse or other association involved in transactions. The Bank does not waive its rights by delaying or failing to exercise them at any time. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, the validity or enforceability of any other provision of this Agreement shall not be affected. This Agreement will be governed by the law of the State of Tennessee except to the extent governed by federal law. 
  10. By activating the Card or by retaining, using or authorizing the use of it, you represent and warrant to us that: (i) you are at least 18 years of age (or older if you reside in a jurisdiction where the majority age is older); (ii) you are a U.S. citizen or legal alien residing in the fifty (50) states of the United States (“U.S.”) or the District of Columbia; (iii) you have provided us with a verifiable U.S. street address (not a P.O. Box); (iv) the personal information you provide to us in connection with the Card is true, correct and complete; (v) you received a copy of this Agreement and agree to be bound by and to comply with its terms; and (vi) you accept the Card. 
  11. The terms and conditions of this Agreement may be revised by posting a revised version here https://www.paystand.com/defi-card-terms-of-service. You will be notified of any change in the manner provided by applicable law prior to the effective date of the change. However, if the change is made for security purposes, the Bank or Paystand can implement such change without prior notice. We may cancel or suspend the Card or this Agreement at any time. You may cancel this Agreement by returning the Card to the Bank. Your termination of this Agreement will not affect any of the Bank’s or Paystand’s rights or your obligations arising under this Agreement prior to termination. In the event your Card is canceled, closed or terminated for any reason, any remaining available funds associated with the Card Account will be returned to you, subject to any contrary provision in this Agreement and applicable law.