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

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.

Paystand Consumer Privacy Notice

   FACTS      ^{WHAT DOES PAYSTAND DO WITH YOUR INFORMATION?}

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. 

2. 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). 

3. 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. 

4. 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. 

5. 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. 

6. 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. 

7. 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. 

8. 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

4. 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. 

9. Your liability and actions against you. 
10. 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. 

10. 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. 

11. 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. 

12. 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. 

13. 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. 

14. 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. 

15. 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. 

16. 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. 

17. 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. 

18. 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.

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

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

V1 October 6, 2023 

This Electronic Communications Disclosure and Agreement (this "Agreement") applies to all electronic communications for the deposit accounts established for you by Lewis & Clark Bank, Member FDIC (each, an “Account," and collectively, the “Accounts”) using the services provided by Paystand, Inc d/b/a Paystand (“Paystand”) via https://www.paystand.com/corporate-card (the "Website") or the Paystand mobile application ("Mobile App"). "We", "us", "our", refers to Paystand and/or Lewis & Clark Bank, Member FDIC. "You" and "your" mean the person identified on the Account. "Communication” or “communications” means any message, correspondence, document, writing, disclosure, or other information we may provide to you electronically for or relating to the Accounts. We designed the Accounts for natural persons who choose to communicate with us electronically and who are able to receive notices and communications exclusively through the Website, the Mobile App, or by electronic mail ("e-mail").

1. Scope of Communications to Be Provided in Electronic Form. When you apply for an Account, you agree that any communications will be provided in electronic format, to the extent allowed by law, and we will not send paper communications. Your consent to receive electronic communications and transactions includes:
2. All legal and regulatory disclosures and communications associated with the Accounts and any related products or services;
3. The legal agreements for all Accounts and any notices about changes in terms;
4. Privacy policies and notices;
5. Responses to claims filed with the Accounts;
6. Notices regarding overdue payments and collection notices; and
7. All other communications from us for the Accounts and any related transactions, products, or services.
8. Method of Providing Communications in Electronic Form. We will provide all communications in electronic form either: (a) by email; (b) through the Website, or (c) through the Mobile App.
9. How to Withdraw Consent. You may withdraw your consent to receive communications in electronic form by emailing support@paystand.com. If you withdraw your consent, we will send you a notice and advise you of the last date you will be able to make deposits, withdrawals, transfers, and payments to and from your Account. The legal validity and enforceability of our prior electronic communications are not affected if you withdraw consent to electronic delivery of communications.
10. Consequences of Withdrawing Consent. If you do not agree to receive all communications from us in electronic form, you may not open an Account with us. If you withdraw your consent after providing consent to delivery and receipt of electronic communications, we will close your Account and terminate your relationship with us.

5. How to Update Records. You will need to provide us with a valid, accurate, and complete email address, mobile and residential telephone numbers (if you have a residential telephone), contact information, and other information for electronic communications. You agree to promptly update any changes in this information using the Website or Mobile App. Your timely and complete notification to us of your latest contact information will allow us to send communications to you, otherwise we will send communications to the last known e-mail address you provided to us.
6. Hardware and Software Requirements. In order to access and retain electronic communications, you will need the following computer hardware and software: (a) a computer with an Internet connection; (b) current “web browser” that includes 128-bit encryption with cookies enabled; (c) a current version of Adobe Acrobat Reader to open documents in .pdf format; (d) a valid email address (the primary email address designated by you); and (e) sufficient storage space to save past communications or an installed printer to print them. We will update these requirements as necessary to preserve the ability to receive electronic communications and notify you if there is a substantial change in these requirements.
7. Requesting Paper Copies. We will not send paper copies of any communication. You may obtain a paper copy of any electronic communication by printing it from the Website or Mobile App.
8. Electronic Communications Are Writings. All communications in electronic form from us to you are considered "in writing." You may want to print or download a copy of this disclosure and any other electronic communications. We will maintain electronic copies of all records related to your Accounts according to our record retention policy.
9. Federal Law. You acknowledge that consent to electronic communications is being provided for a transaction affecting interstate commerce that is subject to the federal Electronic Signatures in Global and National Commerce Act (the "E-SIGN Act") and that you and we both intend that the E-SIGN Act applies to all transactions between us.
10. Termination/Changes. We may discontinue the provision of electronic communications or terminate or change the terms and conditions upon which electronic communications are provided, but we will provide you with notice of any such termination or change.

LEWIS & CLARK BANK

BUSINESS ACCOUNT AND CARDHOLDER AGREEMENT

1. INTRODUCTION.

This Business Account and Cardholder Agreement, as amended or supplemented by the attached disclosures (collectively, this “Agreement”), contains the general terms, conditions, and disclosures that apply to your Lewis & Clark Bank commercial deposit account (the “Account”) and any Card (as defined below) and constitutes an agreement between the Bank (as defined below) and you. This Agreement also includes any disclosures or notices we may provide to you related to your Account or Card(s).

References to the “Bank,” “we,” “us,” or “our” means Lewis & Clark Bank, an Oregon state-chartered bank, and our successors, affiliates, and assignees. References to “you” and “your” means the entity that holds the Account, and, as applicable, each person who has been issued a Card, is provided access to the Account, or is an authorized user of the holder of the Account. This Agreement may be supplemented or amended as set forth in Section 5(E) (Changes in Terms and Termination). Bank services and access and use of your Account may be provided to you through the website and/or smart phone application of our service provider, Solid Financial Technologies, Inc., at www.solidfi.com (the “Service Provider,” and its website and smart phone application, the “Service Provider Platform”). The Service Provider or its affiliates 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”), and such Services are not governed by this Agreement and not offered by Bank. Please see Section 2(E) (Service Provider) for additional information.

By opening or continuing to maintain an Account with us or by accepting or using a Card, you agree to be bound by this Agreement, 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 this Agreement for your future reference.

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

THIS AGREEMENT IS SUBJECT TO MANDATORY ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT AND A WAIVER OF CLASS ACTION AND JURY PROVISION. PLEASE CAREFULLY READ SECTION 4 (ARBITRATION AND WAIVERS).

1. THE ACCOUNT.
2. Availability. The Account and Card are 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. The Card may not be used for personal, family, or household purposes. You acknowledge and understand that neither the Account nor Card will not be treated as a consumer account or consumer card under the provisions of state or federal law. You are not entitled to open an Account under this Agreement if you are not a corporation, unincorporated business association, partnership, limited liability company, incorporated nonprofit organization, sole proprietorship, or other business entity. 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. To open an Account or be issued a Card, you must provide any information we may request from time to time. Each owner of an Account and/or Card 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.

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 the Lewis & Clark Bank Electronic Communication Consent, which governs entering into electronic transactions and electronic delivery of all communications.^[1]

1. Account Type and Ownership. The Account is a transaction account that does not pay interest, and the Card is a payment access device to your Account that allows you to make certain purchases, payments, and transfers to third parties. 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 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. 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.

You may designate authorized users to initiate transactions on your behalf or take any action under this Agreement that you may have taken, and any action taken by an authorized user shall be fully binding on you. You may not permit an authorized user to initiate a transfer, payment order, or other transaction in the absence of proper supervision and safeguards. If you permit another person to have access to the Card or Account, this will be treated as if you authorized such use, and you will be liable for all transactions and Fees incurred by those persons. You are wholly responsible for the use of each Card and Account use according to the terms and conditions of this Agreement. You are liable for all transactions made with the Card(s) or Account by your authorized user(s). You are the Card owner and are responsible for all transactions and Fees incurred by you or any authorized user(s). You may terminate the authority of any authorized user at any time by giving us prior notice of termination. To terminate access of an authorized user to a Card or Account, call the toll-free number on the back of your Card or customer service 1-800-708-6413, and you must follow-up not later than ten (10) business days with the written notification to revoke (cancel) permission for any person you previously authorized to use your Card or Account. Until we have received your written notice of such a revocation (cancelation) and have had a reasonable time to act upon the written notification of cancelation, you are responsible for all transactions and Fees incurred by you or any authorized user. If you tell us to revoke (cancel) another person’s use of your Card or Account, we may revoke (cancel) your Card and Account credentials.

Except as otherwise provided by law, you shall be liable for any loss or damage to which your negligence contributed or which resulted in unauthorized, fraudulent, or dishonest acts by your current and/or former authorized users. Such liability includes instances when a current or former authorized user effects one or more transfers, payment orders, or other transactions or improper use of security procedures to effect a transfer, payment order, or other transaction to your detriment. Notwithstanding anything to the contrary, you are liable for all losses relating to unauthorized funds transfers that do not result solely from our negligence or intentional misconduct, unless the laws governing your Account requires a lesser liability.

1. Opening an Account. To open an Account and request a Card, 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 and that all information submitted to us by and concerning you is true and complete and, to the extent applicable, reflects in all material respects the business, financial condition, and principal partners, owners, or officers of your business. 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.

Important Information About Procedures for Opening a New Account.

To help the government fight the funding of terrorism and money laundering activities, Federal law requires us to obtain, verify and record information that identifies each customer who opens an Account. What this means for you: When you open an Account, we will ask for your name, address, tax identification number, and other information that will allow us to identify you. Federal regulations require that you provide us with information concerning the beneficial owners of a legal entity at Account opening. We will request the name, address, date of birth, and taxpayer ID number or social security number of certain beneficial owners and a control person. We may also ask to see other identifying documents, such as a driver’s license, taxpayer identification number; passport number and country of issuance; alien identification card number; or number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or similar safeguard. If, for any reason, you, any control person, or beneficial owner are unable to provide the information necessary to verify your identity, the Account may be blocked or closed, which may result in additional Fees assessed to the Account. 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 information you provided to us was false, incorrect, or of concern to the Bank, or if you refuse to provide, or delay in providing, us with the information when requested, we may close, block, restrict, or freeze any or all of your Accounts and Cards.

You represent and warrant that you have the power, and where applicable, each of your authorized users has the power, to execute and perform your obligations under this Agreement. We reserve the right to require you to furnish us with resolutions, agreements, or documents as we may reasonably request to evidence the authority of individuals to act on behalf of the Account holder(s). It is 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 and have had a reasonable opportunity and period of time to act on your notice, whether the same be brought about by dissolution or termination of the Account holder or otherwise.

By requesting to or opening an Account with us, you agree that we can gather personal information about you and/or your beneficial owners from one or more consumer reporting agencies, governmental entities, and/or other third parties to determine your eligibility for an Account or Card. 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, or for any other permissible purpose under applicable law.

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. BSA and OFAC Compliance Obligations. Among other compliance obligations imposed on us by the Financial Crimes Enforcement Network (“FinCEN”) (pursuant to the Bank Secrecy Act, as amended and supplemented from time to time (“BSA”)) and the Office of Foreign Assets Control (“OFAC”), we are required to report certain transactions to FinCEN and OFAC (all such obligations, the “BSA/OFAC Compliance Obligations”). You acknowledge and agree that we may capture and transmit or disclose information collected from or about you in connection with this Agreement for the purpose of satisfying our BSA/OFAC Compliance Obligations, including without limitation information regarding you, your authorized users, control person, and beneficial owners, and your Account (for example, name, address, and account number) and regarding beneficiaries (for example beneficiary’s name, address, and account number) to FinCEN or OFAC, as part of the processing of a payment order. You agree to assist us in connection with any requirements imposed on us in fulfilling our obligations under law, including without limitation the BSA/OFAC Compliance Obligations. You agree to observe and comply with all applicable law and all anti-money laundering and sanctions laws, including, without limitation the BSA and the Trading with the Enemy Act, as amended, and each of OFAC’s economic and trade sanctions regulations in connection or related to your Account.
2. Service Provider. You understand that we have engaged the Service Provider to perform a number of services for you under this Agreement, including, but not limited to, identity verification, compliance monitoring, risk mitigation, managing your Account and Card, and other services we may require. The Service Provider, along with its partners and agents, is the servicer of your Account and Card. In that capacity, Service Provider may act on our behalf, perform our obligations, and/or enforce our rights under this Agreement. You agree that you may only access the Account through the Service Provider. You may provide us with payment instructions and view certain Account information by using the Service Provider Platform. You understand that any payment instruction or activity performed using the Services shall be deemed authorized and valid and Bank is under no obligation to investigate the instruction or activity.

Separate and apart from its role as our servicer, the Service Provider may also offer Services to you. We are neither responsible for the provisioning of such Services nor do we make any recommendations, representations, warranties, or suggestions regarding such Services. To the fullest extent permitted by law, we will not have any liability in connection with the Services or 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, data (including unauthorized access), intellectual property infringement and/or lack of viruses related to the Services or Service Provider Platform. In no event shall we be liable for any losses or damages related to your use of Services or Service Provider Platform.

1. USING YOUR ACCOUNT AND CARD AND ACCOUNT DISCLOSURES.
2. Debit Card.
   1. General Card Information. In connection with your Account, we may (but are not obligated to) issue you a debit card to access the Account (the “Card”) that will automatically link to your Account and be funded by your Account. If a Card is made available to you, the Card allows you to access funds deposited to your Account by you or on your behalf pursuant to the terms of this Agreement. The Card is not a credit card, prepaid card, or a gift card and may not be gifted, sold, or transferred. The expiration date of the Card is listed on the Card. However, the funds in your Account will not expire, regardless of the expiration date listed on your Card. 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. We have no responsibility for failure of any machine, merchant, financial institution, or any other party to honor your Card. We may decline to authorize a transaction for any reason. We are not responsible for any losses you may incur if we do not authorize a transaction. You understand that any person may deny acceptance of or refuse to accept your Card and we are not responsible for such denial or refusal.

Not all services or features of your Card described in this Agreement are available to all persons or at all locations. Any offer of a service or feature of your Card or Account in this Agreement will be deemed void where prohibited. Use of the Card is also subject to all applicable rules and customs of any payment network, clearing house, or other association involved in transactions in addition to this Agreement. We reserve the right to limit, at our sole discretion, the provision of any such services under this Agreement to any person or in any location. We can waive or delay enforcement of any of their rights under this Agreement without losing them.

1. Card Activation. You must activate the Card and complete the activation process, including setting a Personal Identification Number (“PIN”), before it may be used. You must maintain your PIN in confidence and not give it to anyone. 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 Service Provider immediately, following the procedures in Section 3(A)(xiii) (Card Cancellation, Suspension and Limits, Lost or Stolen Card, Card Replacement). You agree to sign the back of the Card immediately upon receipt.
2. Card Use. Once your Card is active, subject to the limitations of this Agreement, you may use your Card, as applicable, to make purchases at any merchant that accepts payment using the Card, as long as you do not exceed the funds available in your Account and as no purchase (whether individually or in aggregate) exceeds the transaction limits determined by us. Each time you use the Card, you authorize the Bank to reduce the funds available in your Account (i.e., debit your Account) by the amount of the transaction and any applicable Fees. We reserve the right to refuse to make any transfer or process any transaction for security, credit, legal/regulatory, or other reasons, as we determine in our sole discretion. Subject to applicable law, 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. There may be Fees associated with some of your Card transactions. If your Account is closed or your Card privileges are canceled, you agree to stop using the Card and destroy the Card or return the Card to the Bank, upon its request.
3. Limits. For security reasons, the amount or number of Card or Account transactions you may make may be limited, without notice to you. Card and Account limits are subject to periodic review and may be changed based on your Account history, activity, and other factors. We retain sole discretion to apply and change limits, with or without notice to you.
4. Card and Account Fees. The fees relating to the use (including misuse) of your Card and/or Account are set forth in this Agreement and the attached Exhibit 1 (Fee Schedule) (collectively, the “Fees”), which is incorporated herein by reference. Fees incurred pursuant to the terms of this Agreement will be withdrawn from your Account and will be assessed even if there is no remaining balance in your Account, unless prohibited by law.

You are responsible for all transactions initiated and Fees incurred by use of the Card, including those initiated by authorized users of the Card or any person you provide the Card to. If you permit another person to have access to your Card or Account, this will be treated as if you authorized such use, and you will be liable for all transactions and Fees incurred by those persons. You are wholly responsible for the use of each Card according to the terms of this Agreement, subject to the terms herein.

1. ATMs and POS Devices. With your PIN, the Card may be used to obtain cash at any Automated Teller Machine (“ATM”) in the U.S. displaying the Visa, MoneyPass, Plus or Interlink acceptance marks, subject to limits set by us from time to time. The Card cannot be used at ATMs outside the U.S. without prior notice and approval. Fees may apply (see Exhibit 1 for details). ATM owner-operators may impose their own fees and lower limits on cash withdrawals. You may be charged a fee by the ATM operator even if you do not complete a withdrawal. This ATM fee is a third-party fee amount assessed by the individual ATM operator only and is not assessed or controlled by us. This ATM fee amount will be charged to your Account. You may use your PIN and Card at any Point of Sale (“POS”) device, as permitted by a merchant that bears the VISA, MoneyPass, Plus, or Interlink marks, and subject to your daily purchase limit.
2. Foreign Transactions. The Card may 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 purchase transactions, including, without limitation, transactions conducted on international merchant websites or mobile applications accessible within the U.S.; provided the merchant accepts the Card. Charges from foreign merchants and financial institutions may be made in a foreign currency. We will post transactions to your Account in U.S. dollars based on the exchange rate on the day we settle the transaction, plus any special currency exchange charges that may be imposed by us, the Visa network, and/or by any third-party used to complete the transaction. The exchange rate applied to each such transaction is (1) a rate selected by Visa from the range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate Visa itself receives; or (2) the government-mandated rate in effect for the applicable central processing date. Because of the special charges and possible differences in exchange rates between the time we settle and the time you initiated the transaction, the charge for a foreign transaction may be less than or greater than the cash advance or purchase at the time it was made. Foreign transactions are subject to foreign transaction Fees, including those set forth in Exhibit 1 and any other fees imposed by the payment network and/or any third party used to complete the transaction, and will be included in the amount charged to your Card or otherwise be debited from your Account.

1. Card Not Present Transactions. If you initiate a transaction without presenting your Card (such as for a mail order, internet, or telephone purchase), the legal effect will be the same as if you used the Card itself.
2. Split Transactions. If you do not have sufficient funds in your 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 or to make a cash-back withdrawal transaction, the merchant may request a preauthorization for the transaction. If the merchant makes such a request and there are sufficient available funds in your Account, we will approve the transaction and a “hold” is placed on your Account 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, to the extent permitted by applicable law. The merchant controls the timing of both the Card authorization and settlement of the transaction. During the hold period, you may not have access to the preauthorized amount in your 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 Account, even if this results in your Account balance becoming negative. You remain responsible for any negative balances in your 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 Account for which the Card was issued, 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 once an authorization is approved.
4. Return of Funds. 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 Account for refunds and agree to the refund policy of the merchant. Neither the Bank nor Service Provider 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 Account for refunds are generally made available to you within seven (7) days from the date the refund transaction occurs.
5. Receipts. You should get or request a receipt at the time you make a transaction or obtain cash using your Card. You agree to retain your receipts to verify your transactions. You can get a receipt at the time you make a withdrawal from one of our ATM terminals (if available) using your Card.
6. Card Cancellation, Suspension and Limits, Lost or Stolen Card, 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. We 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 by calling 1-800-708-6413 or the number on the back of your Card. 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.

If you believe your Card or PIN has been lost, stolen, or compromised, immediately call 1-800-708-6413 or the number on the back of your Card or contact Service Provider by email at support@paystand.com. You are responsible for all transactions made using your Card, until you notify us and only after we have had a reasonable opportunity and period of time to act on your notice. If you need to replace the Card for any other reason, call or send an email to support@paystand.com to request a replacement. You will be required to provide information which may include the last four digits of your Card number and knowledge of the Card transaction history.

We may refuse to issue, deactivate, revoke, suspend, or cancel your Card at any time with or without notice to you, other than as required by law. This includes deactivating or canceling your Card if it has been lost or stolen to prevent unauthorized transactions. You agree not to use your Card once it has been deactivated, revoked, suspended, or canceled. We may also limit your use of the Card, including limiting or prohibiting specific types of transactions. If you would like to cancel your Card, you may do so at any time by contacting us by emailing Service Provider at support@paystand.com. The cancellation of your Card privileges will not otherwise affect your rights and obligations under this Agreement.

1. Digital Wallets. Generally, this Section of the Agreement governs your election to use eligible Cards issued by us when you add, attempt to add, or keep your Card in one or more digital wallets (“Digital Wallet”) supported by us if we make such Digital Wallet services available to you. If you add your Card to a Digital Wallet supported by us, your use of your Card in connection with the Digital Wallet is subject to the terms and conditions of this Agreement and the terms and conditions set forth by the third-party Digital Wallet provider or another third party supporting the Digital Wallet or Digital Wallet provider (collectively, the “Digital Wallet Provider”). By using your Card in connection with a Digital Wallet, you agree you will comply with the terms of this Agreement and any agreement with the applicable Digital Wallet Provider. If you do not agree to the terms of this Agreement, you may not add your Card to, or use your Card in connection with, a Digital Wallet.

1. Availability of a Digital Wallet and Your Eligibility. A Digital Wallet may be available to you for the purpose of purchasing goods and services or for other transactions where the Digital Wallet is accepted. A Digital Wallet may not be accepted at all places where your Card is accepted, and your Card in a Digital Wallet may not be eligible to be used for all the features and functionalities of that Digital Wallet.

We reserve the right to restrict your use of your Card within the Digital Wallet including, but not limited to (i) if your Account is not in good standing with us; (ii) if you are restricted due to limitations on your use imposed by your Digital Wallet Provider, wireless service provider, or any third party associated with your Digital Wallet; (iii) if the Digital Wallet or Digital Wallet Provider is not one that we support; or (iv) for any other reason determined by us in our sole discretion.

1. Digital Wallet Provider Relationship. A Digital Wallet is offered exclusively by your Digital Wallet Provider (e.g., Apple, Google, Samsung, etc.) and can only be used with eligible and supported devices determined by your Digital Wallet Provider (the “Supported Devices”).   You understand and acknowledge that we do not own, control, or operate your Digital Wallet. We are not responsible or liable for any product or service provided to you by your Digital Wallet Provider or any third party that supports your Digital Wallet or your Digital Wallet Provider or for any failure of or performance of your Digital Wallet or your Digital Wallet Provider’s products or services.   Your Digital Wallet Providers have their own terms and conditions that you must comply with when you access or use the Digital Wallet Provider’s Digital Wallet. For instance:    

• Google Pay: This Agreement does not apply to transactions involving Google products or services that are not initiated or effectuated through the Digital Wallet. Your use of Google Pay is also subject to the terms and conditions set forth in the Google Pay Terms of Service. We do not control or endorse the provisioning or use of Google Pay.

• Apple Pay: Your use of Apple Pay is also subject to the terms and conditions set forth in the Apple Pay Terms of Service. We do not control or endorse the provisioning or use of Apple Pay.

• Samsung Pay: Your use of Samsung Pay is also subject to the terms and conditions set forth in the Samsung Pay Terms of Service. We do not control or endorse the provisioning or use of Samsung Pay Money Transfer services.
  1. No Support or Assistance. We are not responsible for and do not provide support or assistance for any Digital Wallet or Digital Wallet Provider’s software, systems, products, or services (including any Digital Wallet or Supported Device). If you have questions concerning the use of a Digital Wallet or the operation of a Supported Device equipped with the Digital Wallet, such questions should be directed to the Digital Wallet Provider. We are not responsible for (a) providing Digital Wallet products or services to you; (b) any failure of the Digital Wallet or any Supported Device; (c) your inability to use, or the unavailability of, the Digital Wallet to make a payment in connection with any transaction; (d) the performance or nonperformance of the Digital Wallet, Digital Wallet Provider, or any third party providing products or services on behalf of such Digital Wallet or Digital Wallet Provider; or (e) any loss, injury, or inconvenience that you sustain as a result of matters addressed subparts (a) through (d) of this Section. For the avoidance of doubt, we are not responsible for the security, accuracy, legality, appropriateness or any other aspect of the content or function of a Digital Wallet, Digital Wallet Provider's, or any third party's products or services.

1. Adding your Card to a Digital Wallet. Before you are able to use your Card in a Digital Wallet, you must first add your Card to a Digital Wallet. To add your Card to a Digital Wallet, you must first register your Card with that Digital Wallet by linking your Card to that Digital Wallet. By doing this, you agree that certain of your account information for the Card will be transmitted and stored according to the Digital Wallet and payment card network procedures for the Supported Device and you authorize and allow us to share your Card information with the Digital Wallet Provider and payment card networks. You will be required to complete this process for each Digital Wallet and for each Card. We may require you to take additional steps to authenticate yourself before your Card is added to a Digital Wallet.

Your authorized user may also be permitted to add your Card to a Digital Wallet supported by another financial institution or third party, which could be used for purchases or other transactions without presenting the Card. Any such transactions are covered by this Agreement.

If your physical plastic Card is lost or stolen and your Supported Device is not lost or stolen, you may be required to add the new physical plastic Card to a Digital Wallet. If your Supported Device is lost or stolen, you will need to add your Card to a Digital Wallet on a new Supported Device. We do not recommend, endorse, or make any representation or warranty of any kind regarding the performance or operation of your Supported Device or the Digital Wallet. You are responsible for the Supported Device, including its selection, and for all issues relating to the operation, performance, and costs associated with such Supported Device. You authorize your wireless operator and/or Bank to disclose your mobile number, name, address, email, network status, customer type, customer role, billing type, account activation date, and device make and model, where provided, in accordance with your mobile operator's or our privacy policy, to allow verification of your identity and for fraud prevention purposes.

1. Using Your Card with a Digital Wallet. By adding your Card to a Digital Wallet, you create a virtual or digital version of your Card to enable you to make payments utilizing the Card at any merchant that accepts the Digital Wallet and Card. You may also (i) make contactless payments at merchants who accept the Digital Wallet and the Card and have physical point-of-sale terminals or card readers that accept contactless payments; (ii) make in-app purchases or purchases through merchants’ websites where permitted; (iii) enter into transactions where the Digital Wallet and Card are accepted; and (iv) use other products or services that are offered by the Digital Wallet Provider. You agree that the virtual or digital representation of your Card in a Digital Wallet may, in our sole discretion, be automatically updated or upgraded without notice to you. We reserve the right for any reason to discontinue your use of your Card in participation with any Digital Wallet at any time.

You are required to have a Supported Device in order to use your Card in a Digital Wallet. Your Digital Wallet Provider, in its sole discretion, determines which mobile device is a Supported Device that is eligible to be used with a Digital Wallet under this Agreement. Any mobile device which is unlocked in an unauthorized fashion (“jailbroken”) or otherwise altered or modified are not Supported Devices under this Agreement and are therefore not eligible to be used with any Digital Wallet under this Agreement. You acknowledge that use of any ineligible, non-supported mobile device with any Digital Wallet is expressly prohibited, constitutes a breach of the terms and conditions of this Agreement, and is cause for us to temporarily suspend, permanently terminate, or otherwise restrict or deny your further access to, attempted use of, or use of your Card in any Digital Wallet. We will not be liable to you (or any third party or otherwise) for such suspension, restriction, or termination.

The Digital Wallet may display transaction history on your Supported Device. The transaction history does not reflect any post-authorization activities (e.g., settlement, foreign currency exchange, chargebacks, etc.). The details for your transaction history in connection with that Digital Wallet may not match the actual transaction details, including the amount that ultimately clears, settles, and posts to your Card account.

All transactions initiated by you using the Card or Digital Wallet must comply with all federal, state, and local laws, rules, and regulations applicable to you, including any applicable tax laws and regulations, and you must not use your Card through a Digital Wallet for any fraudulent undertaking or in any manner so as to interfere with the operation of a Digital Wallet.

1. Digital Wallet Fees. We do not charge you any Fees to add a Card to a Digital Wallet or to use the Card through a Digital Wallet. However, Digital Wallet Providers and/or other third parties, such as your wireless carrier or data service providers, may charge you fees in connection with your use of a Digital Wallet. You agree to be solely responsible for all such fees and agree to comply with any limitations and restrictions relating to a Digital Wallet and/or your Supported Device. We reserve the right to institute or change a Fee to add a Card to a Digital Wallet and/or to use a Card in connection with a Digital Wallet after sending you prior notice.
2. Third-Party Agreements and Merchant Relationships. Each Digital Wallet provider, your wireless carrier, and other third-party websites or services that support the Digital Wallet have their own terms and conditions and privacy policies ("Third-Party Agreements"), and you are subject to those Third-Party Agreements when you give them your personal information, use their products or services, or visit their respective sites. Merchants may present to you certain discounts, rebates, or other benefits in a Digital Wallet (the "Promotions"). Promotions are subject to separate terms and conditions and are subject to change at any time and without notice to you. We will not be liable for any loss or damage as a result of any interaction between you and a merchant relating to Promotions. Subject to applicable law and this Agreement, all matters, including delivery of goods and services, returns, and warranties, are solely between you and the applicable merchants. We do not endorse or warrant the merchants that are accessible through a Digital Wallet or the Promotions that they provide.
3. Compromised Supported Device. In addition to the security procedures described elsewhere in this Agreement, you are solely responsible for maintaining the confidentiality of your Digital Wallet Provider credentials and any other means that you may use to securely access your Digital Wallet or your Supported Device. If another person's biometric identifier is loaded onto a Supported Device, you must take immediate steps to ensure that the biometric identifier is removed from the Supported Device, otherwise any transaction using such Supported Device by a person who you have granted access to will not be an unauthorized transaction for the purposes of determining liability. Similarly, if you provide your user ID, PIN, or password necessary to access your Supported Device, you must take immediate steps to change such user ID, PIN, or password to ensure no third party has access to or knows such user ID, PIN, or password. Otherwise, any transaction using such Supported Device by a person to whom you provide your user ID, PIN, or password will not be an unauthorized transaction for the purposes of determining liability. If your PIN, biometric authentication, or other passcode is compromised or your Card has been used through a Digital Wallet without your permission, or you have a Supported Device and it has been lost or stolen, you must notify us immediately. If you fail to notify us, you may be liable for part or all of the losses in connection with any unauthorized use of your Card in connection with that Digital Wallet. You should notify us by calling the number on the back of your Card or in the app you use to manage your Card.
4. Suspension; Cancellation of Digital Wallet Services. We reserve the right to discontinue offering or supporting any Card with any Digital Wallet. Except as otherwise required by applicable law, we may block, restrict, suspend, or terminate the use of your Card at any time without notice and for any reason, including if you violate the terms of this Agreement or any of other agreement you may have with us, if we suspect fraudulent activity or as a result of cancellation or suspension of your Card account. You agree that we will not be liable to you if your Digital Wallet Provider or any third-party blocks, cancels, or terminates your use of the Card or Digital Wallet services.

You may remove one or more of your Cards from your Digital Wallet at any time by following the instructions in your Digital Wallet or by calling the number on the back of your Card.

1. Use Your Card with a Digital Wallet. You may only use your Card with a Digital Wallet under the terms and conditions of this Agreement. We reserve all rights not expressly granted to you.   You understand and agree that you are granted a non-exclusive, non-sublicensable, non-transferable, personal, limited license to install and use your Card with the Digital Wallet on a Supported Device solely in accordance with the terms and conditions of this Agreement. The license is limited to use on a Supported Device that you own and control and as permitted by any applicable third-party agreement. Such license does not allow you to use your Card on any device that you do not own or control (or for which you do not have authorization to install or run the Digital Wallet, such as where prohibited by applicable security policies), and you may not distribute or make any Card or the Digital Wallet available over a payment network where it could be used by multiple devices at the same time. This limited license may be revoked by us. We and any third party, including any Digital Wallet Provider, retains all right, title, and interest in and to the software used to provide the Card, Digital Wallet, and any modifications or updates thereto. You agree not to use any third-party materials associated with the Card or the Digital Wallet in a manner that would infringe or violate the rights of any party, and that we are not in any way responsible for any such use by you. All third-party intellectual property marks, including the logos of merchants, are the property of their respective owners.   We disclaim any representations or warranties related to non-infringement of the Digital Wallet or in connection with your use of the Card with the Digital Wallet.

You agree that we may automatically update or upgrade your Card at any time, in our sole discretion and without prior notice, we may expand, reduce, or suspend the type and/or dollar amounts of transactions allowed using your Card with a Digital Wallet.

The license granted hereunder is effective until terminated by you or us. Your rights will terminate automatically without notice from us if you fail to comply with these terms or if we terminate the use of your Card or the Digital Wallet. Upon termination of the license, you must cease all use of the Digital Wallet and delete your Card(s) from the Digital Wallet.  

1. Electronic Communications.In addition to communications that you expressly consent to elsewhere in this Agreement, you expressly consent to receive phone calls, text messages, push notifications, and emails related to the Digital Wallet from us, Service Provider, Digital Wallet Provider, and any of our third-party service providers that support or provide assistance in connection with your Digital Wallet at any phone number (including any mobile phone number) and email address you have provided to us, Service Provider, Digital Wallet Provider, or any of our other third-party service providers. Such phone calls and text messages may include auto-dialed phone calls and text messages, prerecorded phones calls and text messages, or both.

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 2:30PM PST 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 2:30PM PST on a business day or on a non-business day, shall be considered received the next business day.
2. 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.
3. 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.
4. Methods of Deposit. 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.
5. Limitations on Deposits. We do not accept deposits mail, cash, paper check, or foreign currency deposits. We are not liable for deposits of any kind that you mail to us, including if it is lost in transit, lost in the mail, or otherwise not received by us. If you attempt to make a deposit through a prohibited means, the transaction will be rejected. If you mail us a cash deposit, we may send the cash back to you or, if you owe us funds, set off such amounts from the cash you send us. We may but are not obligated to accept checks. If you mail a paper check to us, including personal checks, money orders, or cashier’s checks, we may either apply the check to any negative balance you may have on your Account or send the check back to you. We do not accept any deposits in foreign currency. Any deposits received in foreign currency, whether in the form of cash or check, will be sent back to you. We will send all items back to the address we have for you on file, and we are not liable if you do not receive the return mail or cash or items.
6. Deposit Requirements. In addition to any other limitation set forth herein, 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.
7. Withdrawals. Subject to any limitations we may prescribe, 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 in the 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. 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 may reject and/or return the transaction without notice to you and may consider such action to be a violation by you of this Agreement.

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.

Subject to any limits we may impose and the terms of this Agreement, you may also withdraw funds from certain ATMs. Other third-party fees may also apply to out-of-network ATM transactions. Please refer to Section 3(A) (Debit Card) and the Fee Schedule for additional information.

1. Payment Instructions. Your unique passwords, access codes, PIN, security devices, or authentication techniques and related instructions (“Credentials”) as we may require from time to time will be made available to you. You agree that your Credentials are strictly confidential and must be safeguarded. You shall have sole responsibility for controlling the distribution and maintaining the confidentiality of your Credentials. You authorize us to execute transactions pursuant to the instructions of anyone who has provided us with proper Credentials (including, but not limited to, 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 mobile device used to access the Service Provider Platform) and you acknowledge that we shall conclusively presume that any person possessing your Credentials is an authorized user and will regard their request for such transaction or payment instruction as being authorized by you, subject to applicable law. 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 Credentials was authorized by you and regardless of the means by which the Credentials were affixed, subject to applicable law. 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, the withdrawal will 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. You agree to keep confidential and to take all reasonable precautions and make all reasonable efforts to protect the secrecy of all Credentials issued to you, selected by you, or utilized by you. If you become aware of the unauthorized use of your Credentials, suspect that an unauthorized use may occur, any of your Credentials become lost or known to another person, or you have terminated authorization of any authorized user, you agree to immediately notify us, to deactivate your Credentials by contacting us at support@paytand.com or notifying us through the our help desk https://support.paystand.com/hc/en-us. IN NO EVENT WILL WE BE RESPONSIBLE FOR ANY DAMAGES RESULTING, EITHER DIRECTLY OR INDIRECTLY, FROM THE UNAUTHORIZED USE OF YOUR CREDENTIALS PRIOR TO SUCH NOTICE AND WITHIN A REASONABLE TIME PERIOD THEREAFTER.

We may refuse to follow any of your payment instructions if we think they are illegal or potentially harmful to us or any other person. 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, reasonable attorneys’ fees) that we suffer if we take an action based on your (or what appears to be your) oral, written, or electronic instructions.

1. Posting Order of Credits and Debits.

1. Posting Orders. This Section summarizes how we generally post some common transactions to your Account. Posting transactions to your Account impacts 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 electronic fund transfers, which include ACH Transfers. Debits include withdrawals, transfers, payments from your Account, 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 set forth herein. 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 and settled 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) and associated Card Fees. 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 debits in order from the highest to lowest dollar amount. Finally, we subtract from your balance most Fees (such as monthly maintenance 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
3. Certain Transactions Made After Business Day Ends. During processing, we may 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 8 (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 ATM(s) and any credit-push ACH Transfers or electronic fund transfers.

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 FDIC-insured bank, and 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. 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 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.

1. Legal Processes and Claims Against you or your Account. If we receive a levy, attachment, execution, garnishment, tax withholding order, restraining order, subpoena, warrant, injunction, government agency request for information, search warrant, forfeiture, or other similar order (“Legal Process”) against you, any party to your Account, or against your Account, we may accept and comply with such Legal Process whether it was served to us in person, by mail, by facsimile, by email, or at one of our locations (other than where your Account, property or records are held). You direct us not to contest the Legal Process; provided, however, we are under no obligation to contest any Legal Process. Subject to any law or government authority prohibiting such disclosure, we may, but are not required to send notice to you of the Legal Process. We may refuse to permit withdrawals or transfers from your Account until the Legal Process is dismissed or satisfied. We may hold and turn over funds or other property to the court or creditor as directed by the Legal Process, subject to our right of set-off and security interest in the funds or other property. You are responsible for any losses, costs, or expenses (including without limitation reasonable attorneys’ fees) we incur as a result of any Legal Process involving you, any party to your Account or 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 are 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.

We may charge your Account a Fee for each Legal Process or claim involving you, any party to your Account or your Account. You agree to pay us for Fees and expenses (including administrative expenses) that we incur in responding to any Legal Process or claim related to your Account, such as expenses for research and copying of documents. The Fees and expenses may include reasonable attorneys’ fees. We may deduct these Fees and expenses from your Account or any account you have with us without prior notice to you.

We may produce or provide access to property, including documents, that are located in or at any of our locations or facilities or at any facility of a third party holding such property or documentation on our behalf, even if the facility or location is not subject to being searched per the Legal Process.

We have no liability to you if we accept and comply with a Legal Process as provided in this Section or by law.

1. Statements.

Statements will periodically be provided to you by email as long as your Account is active. You will not receive paper statements. You agree to notify us promptly if you do not receive your statement by the date, you normally would expect to receive it. You agree that the statements have been delivered or made available to you in a reasonable manner.

You have a duty to review your Account statements. You agree to review and to examine your receipts and Account statements and to reconcile your Account daily using reasonable care and to promptly report any discrepancy between your records and the information provided in your Account statement and any errors or problems to us.   Except as provided by applicable law, you agree that we are not required to provide you with a separate notice of incoming or outgoing Wire Transfers and you should review your statement for any discrepancies, unauthorized transactions, or errors in connection with any transaction.   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 accordance with the terms of this Agreement.

You agree that if you fail to report any unauthorized signatures, alterations, or forgeries in your account within 60 days of when we first send or make the statement available, you cannot assert a claim against us on any items in that statement, and as between you and us, the loss will be entirely yours. This 60-day limitation is without regard to whether we used ordinary care. In addition to your duty to review your statements for unauthorized signatures, alterations, and forgeries, you agree to examine your statement with reasonable promptness for any other error such as an encoding error. In addition, if you receive or we make available either your items or images of your items, you must examine them for any unauthorized or missing endorsements or any other problems. You agree that the time you have to examine your statement and items and report to us will depend on the circumstances. However, this time period will not exceed 60 days. Failure to examine your statement and items and report any errors to us within 60 days of when we first send or make the statement available precludes you from asserting a claim against us for any errors on items identified in that statement and, as between you and us, the loss will be entirely yours.

You further agree that if you fail to report any unauthorized transaction on your statement to us within 10 days from when the statement is postmarked or otherwise made available to you, whichever is earlier, we will not be required to pay interest on any unauthorized, erroneous, or other Wire Transfer or Funds Transfer request or on any refund to which you may be entitled and you will also be liable to us for any damages or losses we may incur as a result of your failure to notify us within the time period stated in this Section. 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 unauthorized transaction reflected on your statement that is not reported within 60 days of the statement issuance date, subject to applicable law and payment network rules. We will only credit your account for errors or problems as required by law. Email us immediately with errors or questions about electronic transfers at support@paystand.com. If you tell us orally, you must submit your complaint or question in writing within 10 business days. If you provide us with timely notice of an error or problem in your periodic statement, we will investigate the matter and notify you of the results within a reasonable amount of time. The exact time will depend on the specific circumstances of the error or problem. You may ask for copies of the documents that we used in our investigation.

1. Interest and Interest Rate. Your Account is not an interest-bearing account.

1. Prohibitions. We reserve the right to close your Account and/or Card if we determine that it is used for any impermissible purpose, as we may determine from time to time. You may not use your Account or Card for illegal gambling or any other illegal transaction or purpose. This prohibition includes any transaction that is illegal in the jurisdiction where you are incorporated, organized, or reside, 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, as determined by us. To the fullest extent permitted by law, you agree to pay for any transaction that you authorized, even if the transaction is determined to be illegal or associated with an illegal activity. We reserve the right to cancel, close, or restrict use of the Card and Account, including by refusing the processing of any transaction, if we believe you have violated this Agreement or any applicable law.

1. Account Fees; Fee Schedule. You agree to pay all Fees and charges applicable to your Account and Card, which will be automatically deducted from your Account and may result in your Account being overdrawn. The amounts of these Fees and charges are listed in Exhibit 1. Fees are subject to change at any time and without notice to you, unless required by law. Fees are charged by Bank for its products and services. Service Provider may charge you fees separate and apart from the Fees set forth in Exhibit 1 for its Services, pursuant to the Service Provider Terms. Bank is not responsible for any fees charged by Service Provider for its Services. If you request a product or service that is not included in Exhibit 1 and there is a Fee for such product or service, such Fee will be disclosed at the time you request the product or service and you agree that any such Fee may be deducted from your Account.

1. Negative Balance. Each time you initiate a transaction using your Account, you authorize the Bank to reduce the funds available in your Account by the amount of the transaction and all associated Fees. You are not allowed to exceed the available balance in your Account through an individual transaction or a series of transactions (creating a “negative balance”). Nevertheless, if any transaction causes the balance in your 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 returned item Fees as set forth in Exhibit 1. We reserve the right to bill you for any negative balance or to recoup such negative balance from your Account or any other account you have at the Bank. You agree to pay us promptly for the negative balance and any related Fees. We also reserve the right to terminate your Account or Card if you create one or more negative balances. If you fail to pay us amounts owed under this Agreement, we may refer your Account, and collection of amounts owed, to a collection agency.

1. Insolvency and Dissolution. You agree to notify us promptly through your representative if you seek to dissolve corporate formation, materially limit operations or cease operating, transfer a substantial percentage of your assets, are unable to pay your debts when due or are insolvent or bankrupt (individually and collectively, “Incapacitation”). We may continue to honor instructions until: (a) we know of your Incapacitation, and (b) we have had a reasonable opportunity and period of time to act on that knowledge. You agree that we may continue to accept deposits and process transactions to your Account until we receive notice and any required proof of Incapacitation and may pay transactions initiated on or before the date of Incapacitation for up to 10 days after your Incapacitation unless ordered to stop payment by someone claiming an interest in the Account. If we receive notification or if we have reason to believe that you have become Incapacitated, we may place a hold on your Account and refuse all transactions. You agree to hold us harmless for any actions we take based on our belief that you have become Incapacitated. If certain payments originating from government entities are deposited into your Account after Incapacitation, we may be required to return those payments to the originator upon notice. If you owe us a debt at the time of your Incapacitation, we are authorized to exercise our right of setoff or security interest rights against the funds credited to your Account after your Incapacitation.

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 through the Service Provider Platform. 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, subject to applicable law withdrawals from your Account may be restricted prior to Account closing.

We reserve the right to monitor all Account activity for inappropriate use. We may also suspend or close your Account or suspend or terminate your Card at our discretion and for any reason with or without notice. This includes if we believe you are using your Account or Card for fraudulent or illegal purposes or in violation of law or regulation, this Agreement, any other agreement you may have with us or Service Provider, or if you otherwise present undue risk to us or Service Provider. We are not responsible to you for any damages you may suffer as a result of the closure or suspension of your Account. 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, to the extent required by law, 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, or the email address we have on file for the Account. Once we have closed your Account, you agree that we can assess any Fees or service charges 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. We reserve the right not to return funds to you if your Account balance is less than $10.00. The closure of your Account or termination of this Agreement does not impact any right or obligation that arose prior to closure or termination, or any right or obligation that, by its nature, should survive termination (including, but not limited to, any indemnification obligation by you, our limitations of liability, and any terms governing arbitration).

1. Dormancy and Unclaimed Property.

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. State and federal law and our policy govern when your Account is considered dormant. Your Account is usually considered dormant if you have not accessed your Account, communicated to us about your Account or otherwise shown an interest in your Account within the period of time specified under applicable law. Each state has varying laws as to when an account is subject to escheatment and we may be required to send the balance in your Account to the state of your last known address or, if not in the U.S., the state in which we reside. We will make all reasonable efforts to contact you if required by applicable law before transferring the remaining balance of your Account to the applicable state. After we surrender the funds to the state, we have no further liability to you for those funds and you must apply to the appropriate state agency to reclaim your funds. 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. If your Account becomes dormant, you may no longer receive statements, but you can still view your Account online.

1. Fraud and Unauthorized Transactions.

1. Duty to Safeguard Account, Card, Supported Device and/or Digital Wallet. You agree to keep any Account and/or Card information, Credentials, security code, password, or other confidential identification number used to access your Supported Device, Account, Card, or to access your Card through your Digital Wallet, 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, Card, Digital Wallet made with the use of such information, and verifying the authenticity of a transaction request using Account information, Credentials, security code, password, or other confidential identification number used to access your Account constitutes a commercially reasonable security procedure of purposes of UCC Article 4A. You agree to be responsible for any transaction initiated with the use of 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 you agree to indemnify and hold harmless Bank for any such transaction alleged to be unauthorized.

1. Duty of Care. You agree that you will exercise ordinary care in handling your Account, Card, and Digital Wallet. In exercising ordinary care, you shall have the duty to: carefully examine your Account statements for fraudulent or unauthorized transactions and promptly notify Bank of any such transaction; timely reconcile your Account 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, Card, Digital Wallet 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 Account statements; independently review the work of individuals who are responsible for reconciling Account 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.

1. Security Procedures. You are responsible for establishing and maintaining safeguards, policies, and procedures that ensure your computer systems and networks and information stored on or transmitted through your network are not accessed or used by any unauthorized person and to ensure that your origination of payment orders and your transfer requests are secure, and that unauthorized access or issuance of transfer requests is prevented. You agree that the security procedures set forth in this Agreement (e.g., in this Section 3(T)(iii), Section 7(B), or otherwise) will govern the origination of payment orders and transfer requests (collectively, the “Security Procedures”). You represent, warrant, and agree that the Security Procedures constitute a “security procedure” for purposes of UCC § 4A-201. You represent that you: (a) consider yourself qualified to have, and have, independently evaluated the risks presented by the Security Procedures; and (b) have determined that the Security Procedures are no less protective than other security procedures in use by similarly situated companies. You hereby represent, warrant and agree that the Security Procedures that are commercially reasonable within the meaning of UCC § 4A-202. We shall comply and you shall comply with the Security Procedures with respect to transfer requests and payment orders submitted to us. You acknowledge that the purpose of the Security Procedures is to verify authenticity and not to detect an error in the transmission or content of any file transmission, transfer request, or payment order. No Security Procedures have been agreed upon between you and us for the detection of any such error and you shall be solely responsible for any transmission errors. If a file transmission is authorized or issued by you, or on your behalf, or you otherwise benefit from such file, you agree to be bound by the data contained in the file transmission whether or not we complied with the Security Procedures.

All payment orders and your transfer requests submitted to us through the Service Provider Platform shall be considered authorized by you. Notwithstanding anything to the contrary herein, you shall be entitled to deem any person having knowledge of any Security Procedure to be an authorized user.

If you believe or suspect that any such information or instructions have been compromised, known, or accessed by any unauthorized person, you agree to notify us immediately, but in no event longer than one (1) business day, by calling us at 1-800-708-6413 followed by written confirmation to 1800 Green Hills Road, Suite 200, Scotts Valley, CA 95066 or by email to support@paystand.com. The occurrence of unauthorized access will not affect any payment order or transfer request made, the processing of a file transmission, transfer requests or payment orders processed, in compliance with the Security Procedures prior to receipt of such notification and within a reasonable time period to prevent unauthorized payment or transfer. You warrant that no individual will be allowed to initiate transfer requests or payment orders in the absence of proper supervision and safeguards and agree to maintain the confidentiality of Security Procedures and any passwords, codes, security devices, and related instructions provided by us in connection with the Security Procedures and prevent the disclosure of the same except on a need to know basis. If you believe or suspect that any such information or Security Procedures are accessed by unauthorized persons, you will notify us immediately followed by written confirmation. You agree to defend all claims and indemnify and hold us harmless from and against any loss, damages, or expenses, including but not limited to reasonable attorneys’ fees, caused by your failure or the failure of your employees or agents, to keep the Security Procedures confidential and secure. The occurrence of unauthorized access will not affect any payment or transfer made in good faith by us prior to receipt of notification and within a reasonable time period to prevent unauthorized transfers.

If a transfer request (or a request for cancellation or amendment of a transfer request) or payment order (or a request for cancellation or amendment of a payment order) received by us purports to have been transmitted or authorized by you, it will be deemed effective as your transfer request or payment order and you shall be obligated to pay us the amount of such related payment order or transfer request even though the transfer request or payment order (or request for cancellation or amendment of the same) was not authorized by you so long as we acted in compliance with the Security Procedures. You shall examine the Account(s) each business day to review each transfer request or payment order and notify us immediately (and confirm such notice promptly in writing) of any unauthorized, incorrect, or delayed transfer request or payment order reflected in such information. You acknowledge that time is of the essence in reviewing the Account(s) and reporting discrepancies in order to prevent or limit loss by reason of unauthorized, erroneous, or delayed transfers or payment orders, and compliance with this requirement is a condition precedent to any recovery against us for any alleged error or negligence in connection with such transfer request or payment order. If a transfer request (or request for cancellation or amendment of a transfer request) or payment order (or request for cancellation or amendment of a payment order) received by us was transmitted or authorized by you, you shall be obligated to pay the amount of the associated payment order or transfer requests as provided herein, whether or not we complied with the Security Procedures and whether or not that transfer request or payment order was erroneous in any respect or that error would have been detected if we had complied with such Security Procedures. For the avoidance of doubt, you further agree that any transfer request or payment order that is acted upon in good faith by us in compliance with these Security Procedures, whether or not in fact authorized by you, shall constitute an authorized transfer request or payment order.

In the event of a breach of the Security Procedure, you agree to assist us in determining the manner and source of the breach. Such assistance shall include, but shall not be limited to, providing us or our agent access to your hard drive, storage media and devices, systems, and any other equipment or device that was used in breach of the Security Procedure. You further agree to provide to us any analysis of such equipment, device, or software or any report of such analysis performed by you, your agents, law enforcement agencies, or any other third party. Failure of you to assist us shall be an admission by you that the breach of the Security Procedure was caused by a person who obtained access to transmitting facilities of you or who obtained information facilitating the breach of the Security Procedure from you and not from a source controlled by us.

We reserve the right to modify, amend, supplement, or cancel any or all Security Procedures at any time and from time to time in our discretion. We will endeavor to give you reasonable notice of any change in Security Procedures; provided that we may make any change in Security Procedures without advance notice to you if we, in our judgment and discretion, believe such change to be necessary or desirable to protect the security of our systems and assets. Your use of any services described herein, including issuance of a transfer request or payment order, after any change in Security Procedures shall constitute your agreement to the change and your agreement that the applicable Security Procedures, as changed, are commercially reasonable and adequate for the purposes intended.

1. 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 this Section 3(U) (Fraud and Unauthorized Transactions), (ii) Bank did not comply with the Security Procedures; and (iii) 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.

1. Claim of Loss. If you claim a credit or refund because of a forgery, alteration, or any other unauthorized withdrawal, you agree to cooperate with us in the investigation of the loss, including giving us an affidavit containing whatever reasonable information we require concerning your Account, the Card, the transaction, and the circumstances surrounding the loss. You will notify law enforcement authorities of any criminal act related to the claim of lost, missing, or stolen Card or Credentials or unauthorized withdrawals. We will have a reasonable period of time to investigate the facts and circumstances surrounding any claim of loss. In no event will we be liable for special or consequential damages, including loss of profits or opportunity, or for attorneys’ fees incurred by you. You are liable for Card transactions not authorized by you if the Bank can prove that the transaction was processed in good faith and in compliance with a commercially reasonable security procedures, unless otherwise required by law. You agree that you will not waive any rights you have to recover your loss against anyone who is obligated to repay, insure, or otherwise reimburse you for your loss. You will pursue your rights or, at our option, assign them to us so that we may pursue them. Our liability will be reduced by the amount you recover or are entitled to recover from these other sources.

1. 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 Account 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.

1. ARBITRATION AND WAIVERS.

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.

1. Definitions. If you have a claim or dispute with us or our Service Provider, and we are not able to resolve the claim or dispute informally, you and we agree that upon demand by either you or us, the claim or dispute will be resolved through the arbitration process as set forth in this Section. A “claim” or “dispute,” as used in this Section 4 (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, Card, or this Agreement. 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 your Account or Card, or any additional account, joint accountholder, additional Cards or cardholders; products or services offered in connection with an Account, Card, or any other products or services offered pursuant to this Agreement; 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 or Card; to the benefits and services related to an Account or Card; or your approval, establishment, or enrollment for an Account or Card. Claims also include disagreements about the meaning, application, or enforceability of this arbitration agreement. As solely used in this Section 4 (Arbitration and Waivers), “we” or “us” shall include the Bank, its affiliates and their successors, employees, directors, officers and agents. In addition, “we” or “us” shall include Service Provider, any third party, their respective subsidiaries, affiliates, licensees, predecessors, successors, and assigns using or providing any product, service, or benefit in connection with this Agreement or any Account or Card 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.   The terms “you” or “yours” shall mean each Account owner or cardholder and all persons or entities approved to have, approved to use, and/or given access to an Account or Card, including but not limited to all persons or entities contractually obligated under this Agreement and all joint accountholder and any additional cardholders. The term “Account,” for purposes of arbitration, includes any updated or substitute account for you related to the Account or any other account contemplated by this Agreement.

1. Binding Arbitration and Appeals. If either party elects arbitration, that claim shall be arbitrated on an individual basis. Arbitration applies whenever there is a claim between you and us. The arbitrator’s authority to resolve claims or make awards is limited to claims between you and us alone. 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. Furthermore, claims brought by you against us or by us against you may not be joined or consolidated with claims brought by or against someone other than you, unless otherwise agreed to in writing by all parties. 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 Federal Arbitration Act (Title 9 of the United States Code) (“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 4 (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 4 (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. 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 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 FAA. To the extent that there is any variance between the selected forum’s rules and this Section 4 (Arbitration and Waivers), this Section 4 (Arbitration and Waivers) shall control.

If you initiate the arbitration, you must notify us in writing at 1800 Green Hills Road, Suite 200, Scotts Valley, CA 95066. 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 (I) HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, (II) SHALL BE ENTITLED TO JOIN OR CONSOLIDATE DISPUTES BY OR AGAINST OTHERS IN ANY COURT ACTION OR ARBITRATION, (III) HAVE THE RIGHT TO INCLUDE IN ANY COURT ACTION OR ARBITRATION ANY DISPUTE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION, (IV) HAVE THE RIGHT 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; OR (V) ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN THE CODE OF PROCEDURES OF JAMS OR AAA, AS APPLICABLE (THE “CODE”). THIS IS SO WHETHER OR NOT THE CLAIM HAS BEEN ASSIGNED. NOTE THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY NOT BE AVAILABLE IN ARBITRATION.

1. Location of Arbitration and Cost. Any arbitration shall take place in Portland, Oregon, 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. If you file the arbitration and an award is rendered in your favor, we will reimburse you for your 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 this Agreement, the forum’s rules, or applicable law.

1. Arbitration Procedures: This Section 4 (Arbitration and Waivers) is made pursuant to a transaction involving interstate commerce, and shall be governed by the FAA, 9 U.S.C. Sections 1-16, as it may be amended. The arbitration shall be governed by the applicable Code, except that (to the extent enforceable under the FAA) this Section 4 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, as set forth in Section 4(B) (Binding Arbitration and Appeals).

1. Governing Law. You and we agree that in our relationship arising from this Agreement: (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 Oregon. 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.

1. Continuation and Severability. This Section 4 (Arbitration and Waivers) shall survive termination of your Account, Card, any voluntary payment of any debt owed to us and paid in full by you, any legal proceeding by us to collect a debt owed by you, and/or any bankruptcy by you or us. If any portion of this Section 4 (Arbitration and Waivers) 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 Section 4 (Arbitration and Waivers), this Agreement, or any prior agreement you may have had with us, each of which shall be enforceable regardless of such invalidity.

1. MISCELLANEOUS TERMS.

1. Ordinary Care; 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 Oregon, or any rule or regulation of the State of Oregon or a federal agency having jurisdiction over the Bank, shall constitute ordinary care. Unless otherwise specified or required by law, we do not assume any fiduciary obligation on your behalf. Unless required by law, this means that we do not act as your trustee or financial advisor, and we do not assume any responsibility for your account beyond reasonable care.

1. 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 funds 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 funds in your Account with a court and ask the court to determine to whom the funds belong. If we deposit your funds with a court, you agree that we may charge your Account for our costs, including reasonable attorney’s fees and expenses.

1. Governing Law, Forum, and Time Limits.
2. Governing Law. All Accounts are opened at the Oregon branch office of the Bank. All actions relating to your Account, including this Agreement and issuance of a Card, will be governed by the laws and regulations of the United States and the State of Oregon (to the extent that laws of the State of Oregon are not preempted by Federal law). Federal laws and the laws of the State of Oregon shall be applied without giving effect to principles of conflicts of law.
3. To the extent any dispute arising under this Agreement or relating in any way to your Account, Card 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 Multnomah County, Oregon.
4. Time Limits. Subject to applicable law, you must file any lawsuit (to the extent permitted by this Agreement) or arbitration against us within one (1) year after the claim arises, unless Federal law or the laws of the State of Oregon or an applicable agreement requires a longer time. This limit is in addition to limits on notice as a condition to making a claim. If applicable law does not permit contractual shortening of the time during which a lawsuit must be filed to a period as short as one (1) year, you agree to the shortest permitted time under Oregon 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.
5. Reporting Information. We may report information about your Account or Card to consumer reporting agencies, governmental agencies, and/or third-party data services. Defaults on your Account may be reflected in your consumer report.

1. Changes in Terms and Termination. We may amend or revise the terms and conditions of this Agreement, including any Fees, and features of your Account or Card at any time by posting a revised version [here]. We will give you advance notice if we are required by applicable law. We may also amend or revise the terms and conditions of this Agreement, including any Fees, and features of your Account or Card at any time by providing you notice. We may provide notice contemplated by this Section to you with your Account statement, electronically, or by mail. 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 any third-party vendor. Subject to the terms of this Agreement, you may determine to cease use of or close your Account or Card if you do not agree with any change or revision to this Agreement prior to the effective date of such revision. Any continued use of your Account or Card is presumed your acceptance of and agreement to be bound by revisions to this Agreement. We may terminate this Agreement with or without notice at our discretion and at any time. Following the termination of this Agreement, you shall remain liable for any breach of your representations, warranties, covenants, and obligations during the term of this Agreement.

1. Security Interest. You grant us a security interest in your Account to secure payment of any money that you owe to us arising under this Agreement 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”). We have the right to set-off any liability, direct or contingent, past, present, or future that you owe against any account you have with us. This means that we can take any funds in your Account or any other account you have with us to pay any debt or liability you owe us. 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 may also exercise these rights against any Account beneficiary. These rights exist no matter who contributed the funds to the Account. We will consider your consent to this Agreement 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.

1. No Waiver of Rights. If we fail to exercise or waive a right with respect to your Account or Card 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 this Agreement without affecting your responsibilities under this Agreement. In any event, no such waiver or delay by us is effective unless it is in writing and approved by us.

1. Assignment. Your Account and/or Card is not transferable and is not assignable by you as collateral for a loan or for any other purpose. You may not assign this Agreement (by operation of law or otherwise). The Bank may transfer or assign its rights under this Agreement, including transferring or assigning your Account without your consent and without notice, unless required by applicable law.

1. Other Services and Conflicts. If you and Bank have entered into any other agreement related to additional bank services offered in connection with your Account (“Other Agreement”), this Agreement and the Other Agreement shall be read together as if one agreement. If any term of such Other Agreement conflicts with any term of this Agreement, this Agreement shall control. If any statement that is made by one of our employees, our affiliates’ employees, or by Service Provider or Service Provider’s employees or affiliates, conflicts with this Agreement, the terms of this Agreement shall govern.

1. Privacy. You authorize us to collect, transmit, store, use, or share technical, location, and login or other information about you and your use of the Account, Card, or use of a Card through a Digital Wallet with our affiliates, the Service Provider, Digital Wallet Provider, card payment network and third parties, unless applicable law or our Privacy Policy prohibits us from doing so. Please see our Privacy Notice for your choices about information sharing. We will use, share, and protect your personal information in accordance with our privacy policy, as it may be amended from time to time, and that is available here

You understand, acknowledge, and agree that the use and disclosure of any information provided by you directly to a Digital Wallet provider, the applicable payment network branded on your Card, the Service Provider, or other third parties (including their respective agents, representatives, affiliates, and service providers) will permit such parties to have access to certain details of your transactions made with your Account, Card, or Digital Wallet and such use, accesses, and disclosure will be governed by such party's privacy policy and not our privacy policy, and, to the greatest extent permitted by law, we are not liable for the use of your information by any such parties. You understand that the information that is provided to or held by a Digital Wallet Provider or other third parties in relation to your Account, Card, or Digital Wallet is outside of our control. Any information you provide to a Digital Wallet Provider or any other third party through your use of your Card with the Digital Wallet or that is accessed or collected by your Digital Wallet Provider, is subject to the Digital Wallet Provider’s separate agreement with you, including that party’s privacy policy.

We periodically collect and use technical data and related information (for example, we may collect technical information about your Supported Device to facilitate the updates to our services).

Push notifications can be displayed on a locked or inactive device screen. Since it is possible to view this information even when your Supported Device is locked, you must maintain physical control over your Supported Device and/or turn off push notifications to prevent potential unauthorized use.

1. Severability. In the event that any court or tribunal of competent jurisdiction determines that any provision of this Agreement is illegal, invalid, or unenforceable, the remainder of this Agreement 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.

1. Limitation of Liability, Disclaimer of Warranty, Indemnification and Reimbursements.
2. Limitation of Liability. EXCEPT AS REQUIRED BY 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 THIS AGREEMENT IF SUCH FAILURE OR DELAY IS CAUSED BY MAINTENANCE OR INTERRUPTION OR MALFUNCTION OF EQUIPMENT OR COMMUNICATION FACILITIES, UNUSUAL TRANSACTION VOLUME, SUSPENSION OF PAYMENTS BY ANOTHER FINANCIAL INSTITUTION, FIRE, NATURAL DISASTERS, ELEMENTS OF NATURE, GOVERNMENT ACTION, ACTS OF WAR, TERRORISM OR CIVIL STRIFE, EMERGENCY CONDITIONS, PANDEMICS OR ENDEMICS, OR OTHER CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF BANK. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE DAMAGES OR DAMAGES OF ANY KIND EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL NOT BE LIABLE TO ANY THIRD PARTY OR FOR ANY ACT OR OMISSION OF YOURS OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, THIRD PARTIES USED BY US IN EXECUTING A PAYMENT ORDER OR TRANSACTION REQUEST OR PERFORMING A RELATED ACT AND NO SUCH THIRD PARTY SHALL BE DEEMED TO BE OUR AGENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE SHALL ONLY BE RESPONSIBLE AND LIABLE FOR OUR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT. SUBJECT TO THE PRECEDING SENTENCE, 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. WE SHALL NOT BE LIABLE TO ANY THIRD PARTY OR FOR ANY ACT OR OMISSION OF YOURS OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, THIRD PARTIES USED BY US IN EXECUTING ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR PERFORMING A RELATED ACT AND NO SUCH THIRD PARTY SHALL BE DEEMED TO BE OUR AGENT. ALL BANK PRODUCTS AND SERVICES AND ACCOUNT OR CARD FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THE BANK’S PRODUCTS OR SERVICES OR ACCOUNT OR CARD FEATURES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. IN ADDITION, EXCEPT AS REQUIRED BY LAW, WE ARE NOT LIABLE OR RESPONSIBLE FOR ANY SERVICES OR FEATURES OF THE SERVICE PROVIDER PLATFORM OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO YOU BY SERVICE PROVIDER. WE ARE ALSO NOT LIABLE FOR ANY UNAUTHORIZED ACCESS OF YOUR INFORMATION OR DATA BY A THIRD PARTY DUE TO YOUR USE OF THIRD-PARTY COMMUNICATION CHANNELS NOT OFFERED BY US. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND LACK OF VIRUSES RELATED TO THE PRODUCTS OR SERVICES AND/OR PRODUCTS OR SERVICES OF SERVICE PROVIDER AND/OR THE SERVICE PROVIDER PLATFORM.

YOU ACKNOWLEDGE AND UNDERSTAND THAT THE DIGITAL WALLET IS BEING PROVIDED TO YOU BY THE APPLICABLE DIGITAL WALLET PROVIDER AND OTHER THIRD PARTIES THAT SUPPORT SUCH DIGITAL WALLET PROVIDER. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF ANY CARD IN A DIGITAL WALLET IS AT YOUR SOLE RISK. YOU UNDERSTAND THAT WE NEITHER CONTROL NOR ENDORSE AND ARE NEITHER RESPONSIBLE NOR LIABLE FOR: (A) ANY DIGITAL WALLET OR PRODUCTS OR SERVICES PROVIDED BY ANY DIGITAL WALLET PROVIDER; (B) ANY ACT OR OMISSION OF A DIGITAL WALLET PROVIDER OR ANY PARTY SUPPORTING A DIGITAL WALLET OR ANY MERCHANT; (C) SUPPORTED DEVICES, INCLUDING THEIR OPERATION; OR (D) ANY ACT OR OMISSION OF ANY OTHER THIRD PARTY. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, RELIABILITY, INTEGRITY, QUALITY, LEGALITY, USEFULNESS, OR SAFETY OF ANY THIRD-PARTY INFORMATION OR DIGITAL WALLET. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN, OR PRODUCTS OR SERVICES PROVIDED OR PERFORMED BY ANY DIGITAL WALLET OR DIGITAL WALLET PROVIDER (INCLUDING ANY THIRD PARTY PROVIDING SUPPORT FOR ANY DIGITAL WALLET OR DIGITAL WALLET PROVIDER) WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OR AVAILABILITY OF DIGITAL WALLET OR PRODUCTS OR SERVICES OF A DIGITAL WALLET PROVIDER WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE DIGITAL WALLET OR WITH THE DIGITAL WALLET PROVIDER’S SERVICES OR PRODUCTS WILL BE CORRECTED.   ACCESS, USE, AND MAINTENANCE OF YOUR CARD IN A DIGITAL WALLET WILL DEPEND ON THE DIGITAL WALLET AND THE PAYMENT CARD NETWORKS AND WIRELESS CARRIERS. WE DO NOT OPERATE OR CONTROL THE DIGITAL WALLET OR SUCH PAYMENT CARD NETWORKS OR WIRELESS CARRIERS. WE WILL NOT BE LIABILE FOR ANY CIRCUMSTANCES THAT INTERRUPT, PREVENT, OR OTHERWISE AFFECT THE FUNCTIONING OF ANY CARD WITH A DIGITAL WALLET OR DIGITAL WALLET SERVICE OR YOUR WIRELESS SERVICE, COMMUNICATIONS, NETWORK DELAYS, LIMITATIONS ON YOUR WIRELESS COVERAGE, SYSTEM OUTAGES, OR INTERRUPTIONS OF YOUR WIRELESS CONNECTION. WE DISCLAIM ANY RESPONSIBILITY FOR ANY DIGITAL WALLET OR ANY WIRELESS SERVICE USED TO ACCESS, USE, OR MAINTAIN YOUR CARD IN ANY DIGITAL WALLET.  

USE OF YOUR CARD WITH A DIGITAL WALLET INVOLVES THE ELECTRONIC TRANSMISSION OF PERSONAL INFORMATION THROUGH THIRD-PARTY CONNECTIONS. BECAUSE WE DO NOT OPERATE OR CONTROL THESE CONNECTIONS, WE CANNOT GUARANTEE THE PRIVACY OR SECURITY OF THESE DATA TRANSMISSIONS. ADDITIONALLY, YOUR SUPPORTED DEVICE’S BROWSER IS GENERALLY PRE-CONFIGURED BY YOUR WIRELESS CARRIER. YOU SHOULD CHECK WITH YOUR DIGITAL WALLET PROVIDER AND YOUR WIRELESS CARRIER FOR INFORMATION ABOUT THEIR PRIVACY AND SECURITY PRACTICES. FOR PERSONAL OR CONFIDENTIAL INFORMATION SENT TO OR FROM US OVER THE INTERNET FROM YOUR SUPPORTED DEVICE, WE RESERVE THE RIGHT TO LIMIT SUCH CONNECTIONS TO "SECURE SESSIONS" THAT HAVE BEEN ESTABLISHED USING TRANSPORTATION LAYER SECURITY OR OTHER SECURITY STANDARDS WE, IN OUR SOLE DISCRETION, SELECT.  WE MAKE NO GUARANTEES ABOUT THE INFORMATION SHOWN IN THE DIGITAL WALLET SOFTWARE OR HARDWARE IT CONTAINS AND MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES REGARDING THE SAME. 

YOU AGREE THAT THE AMOUNT OF ANY CLAIM YOU HAVE AGAINST US IN CONNECTION WITH ANY ACCOUNT OR TRANSACTION WITH US, WHETHER BROUGHT AS A WARRANTY, NEGLIGENCE, WRONGFUL DISHONOR, OR OTHER ACTION, IS SUBJECT TO REDUCTION TO THE EXTENT THAT: (1) NEGLIGENCE OR FAILURE TO USE REASONABLE CARE ON YOUR PART, OR ON THE PART OF ANY OF YOUR AGENTS OR EMPLOYEES, CONTRIBUTED TO THE LOSS WHICH IS THE BASIS OF YOUR CLAIM; AND (2) DAMAGES COULD NOT BE AVOIDED BY OUR USE OF ORDINARY CARE.

ANY LOSS RECOVERY YOU OBTAIN FROM THIRD PARTIES ON A PARTICULAR CLAIM WILL REDUCE THE AMOUNT OF ANY OBLIGATIONS WE MAY HAVE TO YOU ON THAT CLAIM AND YOU WILL IMMEDIATELY NOTIFY US OF ANY SUCH RECOVERY. YOU AGREE TO PURSUE ALL RIGHTS YOU MAY HAVE UNDER ANY INSURANCE POLICY YOU MAINTAIN IN CONNECTION WTH ANY LOSS AND TO PROVIDE US INFORMATION REGARDING COVERAGE. OUR LIABILITY WILL BE REDUCED BY THE AMOUNT OF ANY INSURANCE PROCEEDS YOU RECEIVE OR ARE ENTITLED TO RECEIVE IN CONNECTION WITH THE LOSS. IF WE REIMBURSE YOU FOR A LOSS COVERED BY INSURANCE, YOU AGREE TO ASSIGN US YOUR RIGHTS UNDER THE INSURANCE TO THE EXTENT OF YOUR REIMBURSEMENT.

1. To the greatest extent permitted by law, you agree to indemnify and hold us and our officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries, and/or insurers harmless from any losses, damages, suits, and expenses, including reasonable attorneys’ fees, that we may (or they) incur, without regard to the merit or lack thereof, arising out of, or related in any way to: (i) taking any action or not taking any action that we are entitled to take pursuant to this Agreement; (ii) any action or omission by you; (iii) any misuse of the products or services hereunder by you or any third party within your control or on your behalf; (iv) the matters set forth herein; (v) our action or inaction in reliance upon oral, written, or electronic instructions or information from you or any of your authorized representatives; (vi) our provision or performance of the products or services under this Agreement or refusing to perform any transfer request or payment order in accordance with a transfer request or payment order; (vii) any delay, suspension, or cancellation of arrangements we made with respect to any transfer request or payment order when the rejection, suspension, or cancellation is for any reason permitted under this Agreement, including your cancellation of a payment order or transfer request for any reason; or (viii) any crediting or debiting of the Account, except where applicable law requires otherwise. Without limiting the foregoing, if we comply with the provisions of this Agreement, you agree that we shall not be responsible for any communication or miscommunication by you or your representatives, and you further agree to indemnify, to the extent allowed by law, us and hold us harmless from and against any and all losses, claims, expenses, suits, costs, or damages, demands, or liabilities of whatever kind or nature, whether now existing or hereafter relating in any way to a payment order, payment instruction, transfer request, or other payment related request or instruction made pursuant to this Agreement.

1. Reimbursement for Losses. If we take any action to collect debt incurred by you or other amounts you owe us under this Agreement or defend ourselves in a lawsuit brought by you where we are the prevailing party, you agree to reimburse us for our losses and expenses, including, without limitation, reasonable attorneys’ fees, to the extent permitted by applicable law. We may charge your Account for our losses and expenses without prior notice to you.
2. 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 or Card may not be available to you. 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 that you may suffer or incur, directly or indirectly, as a result of the unavailability of access to your Account or Card, 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 or Card 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 this Agreement but as applied to service interruptions for access to your Account, this Section shall control.

1. Section Headings and Binding Effect. The headings in this Agreement are only for convenience and do not in any way limit or define your or our rights or obligations under this Agreement. This Agreement 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 address, email address, or phone number or any material change to information you 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 1800 Green Hills Road, Suite 200, Scotts Valley, CA 95066.
5. Compliance with Laws and Rules. You acknowledge that any payment order, payment instruction, or transfer requests under this Agreement may not be used in violation of the laws of any state or jurisdiction, the United States or any other country, including without limitation laws administered by the Office of Foreign Assets Control. You agree to comply with all applicable federal, state, and local laws, rules, regulations, including Protected Information and Operating Circulars and with (i) all applicable rules and operating guidelines issued by the National Automated Clearing House Association or other clearing agent and (ii) any policies and procedures, including any guide, guidelines and related procedures provided to you from time to time by us (collectively, the “Rules”). You will be responsible for knowing the requirements of the applicable Rules, and you will have the responsibility to fulfill any compliance requirement or obligation that we and/or you may have under the Rules applicable to this Agreement and of the products and services provided to you hereunder, including without limitation sanction laws administered by the Office of Foreign Assets Control, and other requirements relating to anti‐money laundering, including but not limited to the federal Bank Secrecy Act, the USA PATRIOT Act and any regulations of the U.S. Treasury Department to implement such Acts, as amended from time to time. Each time you make a transfer request, payment order, or transaction, you represent to us that each such transfer request, payment order, or transaction is bona fide and/or you conduct your business and originate payments, transactions, and/or other related activity in compliance with the applicable laws and Rules. You shall be liable for the amount of any fines and/or liabilities assessed against us for any violation of the Rules that are due to the acts or omissions of you or any other third-party providing products or services to you that in any way relate to the products or services under this Agreement.

1. Bankruptcy or Insolvency. You will immediately notify us of any bankruptcy, receivership, insolvency, or similar action initiated by or against you or any of you principals and will include us on the list of creditors as filed with the Bankruptcy Court and failure to do so will be cause for immediate termination or any other action available to us under applicable Laws or Rules. As an executory contract to make a loan or extend other debt financing or financial accommodations to or for the benefit of you, this Agreement cannot be assumed or assigned under your bankruptcy.

1. Survival. Termination of this Agreement 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 this Agreement will survive any such termination (including, but not limited to Section 4 (Arbitration and Waivers) and Section 5 (Miscellaneous Terms) of this Agreement).
2. TAX REPORTING AND BACKUP WITHHOLDING.

If you are subject to backup withholding, you may not access or use the Account. 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.

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.

1. WIRE TRANSFERS.
2. In the event we make available to you wire transfers of funds from your Account(s) with us for credit to an account at another financial institution or another account with us (“Wire Transfer”), whether such transfers are domestic or international, this Section 7 applies, in addition to the other terms and conditions set forth in this Agreement. We will make available to you, from time to time, our policies, procedures, guidelines, and other writings governing the use of the Wire Transfer services by you, as may be amended or supplemented by Bank from time to time. If made available to you, you may send a Wire Transfer by submitting a request through the Service Provider Platform. When acting upon your Wire Transfer instructions, we may use any means of transmission, funds transfer system, clearing house, or intermediary bank that we reasonably select. We may make use of correspondents, agents, subagents, and funds transfer and communication systems. Such third parties shall be deemed your agents, and we shall not be liable for any errors, delay, mis-delivery, or failure of delivery by any of them unless applicable law says otherwise. The beneficiary, frequency, and dollar amount for any Wire Transfer may be limited. The limits are designed to be flexible in order to protect the security and integrity of the service and accounts, including any use by you or others of the service and your Account or any other person’s account. Based on confidential fraud and essential risk criteria, they may be modified at our discretion without advance notice. We reserve the right to reject any Wire Transfer request. We have no responsibility to accept any incoming Wire Transfer(s) for your benefit, and we may reject any Wire Transfer request(s) for an outgoing Wire Transfer for reasons including, but not limited to, insufficient or uncollected funds in the account specified in the Wire Transfer request, a request that fails the security procedures outlined herein, or if we are unable to verify the authenticity of the Wire Transfer request.

If you submit a Wire Transfer request to us, we will process it on the same business day (or next business day if the request is not made on a business day) so long as we receive the request no later than the Cut-Off Time, subject to verification in accordance with the security procedures described in this Section. If it is received after the Cut-Off Time and verified through our security procedures, the Wire Transfer request may be processed the next business day. We may treat any Wire Transfer request received at or after our Cut-Off Time as if it was received that business day, or we may treat it as if it were received at the opening of the next business day, in our sole and absolute discretion. If we determine, in our sole discretion, not to honor, execute, or accept a Wire Transfer request, we may notify you, but are not obligated to and we shall have no liability for delay or failure to do so. We will also use commercially reasonable efforts to notify you promptly if a Wire Transfer is returned to us after its execution but shall have no liability by reason of our delay or failure to do so. We shall have no obligation to resend a Wire Transfer if we complied with the original Wire Transfer request and such Wire Transfer was returned to us.

You authorize us to debit or credit your Account immediately for an amount equal to the Wire Transfer request and any applicable Fees related to such Wire Transfer request. Your Wire Transfer requests may involve the transfer of funds from your Account to another account you have with us, to an account with any other financial institution, or to a third party or account of a third party maintained with us or with any other financial institution. You shall ensure sufficient funds on deposit in the Account with us for implementation of each Wire Transfer request. We will have no obligation to honor any Wire Transfer request which exceeds the balance of your immediately collected funds; provided, however, that you shall be liable for any amount which we elect to Wire Transfer in excess of such balance. You agree that we are authorized to debit the Account immediately for the Wire Transfer request, and you further agree that we are authorized to charge your Account a service Fee for each Wire Transfer request you place.

Wire Transfers to or from your Account will be governed by the rules of the funds transfer system(s) through which the transfers are made, including Fedwire, the National Automated Clearing House Association, the Electronic Check Clearing House Organization, any regional association (each an ACH), the Clearing House Interbank Payments System (CHIPS), the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) and the RTP system (“RTP System”) and UCC Article 4A. We are under no obligation to honor, in whole or in part, any payment order or other instruction that could result in our contravention of applicable law, including, without limitation, requirements of the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the Financial Crimes Enforcement Network (“FinCEN”). We are under no obligation to follow any Wire Transfer request or initiate any Wire Transfer, nor are we obligated to follow instructions cancelling or amending any Wire Transfer request, that do not afford us sufficient time to verify the authenticity of the instructions.

Once we receive a Wire Transfer request, it may not be able to be cancelled or amended. However, at our discretion, we may use reasonable efforts to act on any request for cancellation or amendment, provided that the method by which we are notified of a request for cancellation or amendment complies with the Security Procedures. However, we shall have no liability if such cancellation or amendment is not effected. You agree to indemnify and hold us harmless from any and all liabilities, claims, damages, costs, and expenses we may incur in attempting to cancel or amend the Wire Transfer. Any cancellation or amendment of a Wire Transfer by us shall relieve us of any obligation to act on the original Wire Transfer request.

It is your responsibility to ensure that we are provided with accurate, clear, and correct Wire Transfer requests and instructions, including beneficiary name and account number, in the manner and format prescribed by us, and that such Wire Transfer requests are given only by you. Further, you acknowledge that a failure to comply strictly with such procedures may delay or prevent implementation of Wire Transfer request(s) or result in transfers from your Account to unintended beneficiaries. You are liable for any incorrect, inaccurate, or unclear information. If you give us the name and account number of a beneficiary, we and other financial institutions may process the payment order based on the account number alone, even though the number may identify a person other than the beneficiary named. Any errors in the information, including misidentification of beneficiary(ies), incorrect or inconsistent account names and numbers, identifying number of intermediary bank or beneficiary bank, and misspellings, are your responsibility. We will not be liable if the beneficiary’s financial institution does not accept the Wire Transfer or accepts the Wire Transfer and then places the funds in a suspense or holding account because of the discrepancy. Unless applicable law requires otherwise, we will not be liable to you or any other person for any losses resulting from the beneficiary’s financial institution accepting and posting any Wire Transfer to an incorrect account, whether based on your Wire Transfer request or for other reasons unrelated directly to a material breach of this Agreement by us. Incorrect, unclear, or incomplete Wire Transfer requests may delay or prevent the processing of your Wire Transfer request or may result in transfers from your Account to unintended beneficiaries. If a Wire Transfer request does not designate the beneficiary’s financial institution, we may, in our discretion (i) accept the Wire Transfer request and make payment to any financial institution at which we have reason to believe the beneficiary maintains an account, or (ii) not accept the Wire Transfer request and seek further direction from you. In either of the foregoing situations, unless applicable law requires otherwise, we will not be liable for losses resulting from your failure to properly identify the financial institution where the beneficiary maintains an account. If a Wire Transfer request does not specify routing instructions, you will be deemed to have instructed us to send the wire through such correspondents as we determine in our sole discretion. You acknowledge that any administrative messages or comments conveyed with any Wire Transfer request shall be for its own internal reference and shall not be binding on us or alter the pertinent details of the Wire Transfer request. Unless otherwise required by applicable law, we are not required to accept Wire Transfer requests from you or any person acting or purporting to act on your behalf in a representative or fiduciary capacity, and we may refuse to accept any Wire Transfer requests in our sole and absolute discretion. We may also reject any incoming wire transfer. If we determine, in our sole discretion, not to honor, execute or accept a Wire Transfer request, we are under no obligation to inform you and shall not be liable for any failure to inform you. A Wire Transfer request is considered accepted by us when we execute it.

1. Security Procedures. In addition to the Security Procedures described in Section 3(T)(iii). Wire Transfer requests for domestic and international Wire Transfers will be subject the Bank’s required Security Procedures, which include without limitation, two factor authentication for the initiator and approver of the Wire Transfer request. In Addition, a dual control Security Procedure may be required when the initiator is not an owner of the entity that holds the Account. In some cases, a Wire Transfer request may also be verified by means of a callback Security Procedure, under which we will call an authorized signer on the Account to verify the authenticity of the Wire Transfer request.
2. Cut-Off Times. Wire Transfer requests for domestic and international Wire Transfers must be received and verified by 12:30PM PST (the “Cut-Off Time”). We may treat any transfer request received at or after our Cut-Off Time as if it were received that business day or we may treat it as if it were received at the opening of the next business day. We are not required to make a Wire Transfer on the day a transfer request is received, unless the properly completed transfer request is received within a reasonable time before any Cut-Off Time we have established. We may use any means and routes that we, in our sole discretion, consider suitable for the transmission of funds, and we may make use of correspondents, agents, subagents, and funds transfer and communication systems. Such third parties shall be deemed your agents and we shall not be liable for any errors, delay, mis-delivery, or failure of delivery by any of them unless applicable law says otherwise. We are not responsible for delays or mistakes caused by other parties through whom we transmit funds.
3. International and Domestic Wire Transfers. Wire Transfers may be either domestic or international, provided, however, international Wire Transfers may not be sent by us through or into any country in violation of U.S. laws. All international Wire Transfers will be routed by us through one of our correspondent financial institutions. Domestic Wire Transfers will settle only in U.S. Dollars, and international Wire Transfers may be in a foreign currency if accepted at our discretion. Such international Wire Transfer may be converted to the currency of the destination country at a rate of currency exchange established by correspondent financial institution or the beneficiary financial institution. Even if you tell us that you want the Wire Transfer sent in U.S. dollars, we cannot guarantee that the beneficiary institution will receive the funds in U.S. currency or will not convert the Wire Transfer into another currency. The actual amount that the beneficiary/designated recipient receives may be reduced by fees and taxes imposed by the beneficiary bank, or a correspondent bank, including currency conversion charges.
4. Tax Payment Wire Transfer Request. Any Wire Transfer request which seeks to make payment of a tax obligation (the “Tax Wire Transfer”) must be submitted to us with the applicable documentation and the completed IRS taxpayer worksheet (where applicable) in compliance with our instructions and procedures and the terms of this Agreement. You acknowledge and understand that any Tax Wire Transfer may require additional time for processing and may require you to provide clarification and additional supporting documentation before the Tax Wire Transfer may be processed. You agree that you will submit any Tax Wire Transfer request in sufficient time in advance of your tax payment due date. We shall not be liable for any errors, delay, or failure of delivery of your IRS payment if the Tax Wire Transfer was not submitted by you with ample time for processing of the Tax Wire Transfer request.  
5. Wire Transfers to a Beneficiary Bank. After the funds that are transferred to the beneficiary bank, the funds become the property of the beneficiary bank. The beneficiary bank is responsible to locate, identify, and make payment to your beneficiary. If your beneficiary cannot be properly identified, the funds may be returned.

1. Rejected, Revoked, Cancelled, or Returned Wire Transfer Requests. You acknowledge that Wire Transfer requests which are not made in the precise format prescribed in procedures provided to you by us may be released for transmission to the clearing agent, even though such transfer requests may be rejected by the clearing agent due to your failure to comply with format requirements or for other reasons. We cannot revoke or cancel a transfer request once it has been transmitted by you and we will not be liable to you if we cannot recover any funds already transferred. You agree that if the transfer request is returned for any reason, you will accept as repayment in full, the dollar amount of the transfer request, less appropriate Fees.

1. Delays or Non-Execution of Wire Transfer Requests. While we will handle your transfer requests as expeditiously as commercially reasonable, you agree that Bank will not be responsible for any delay, failure to execute, or mis‐execution of your Wire Transfer request due to circumstances beyond our reasonable control, including without limitation for the insolvency, neglect, misconduct, mistake, default, any inaccuracy, interruption, delay, or failure in the means of transmission, whether caused by strikes, power failure, equipment malfunctions, or acts or omissions of any bank, entity, or person whether or not that other bank, entity, or person is our agent. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING AS TO THE FAILURE OF ANY INTERMEDIARY BANK OR BENEFICIARY BANK TO CREDIT YOUR BENEFICIARY WITH THE AMOUNT OF THE WIRE TRANSFER AFTER RECEIPT OF SAME WITH RESPECT TO ANY MATTER. We reserve the right to delay or not to process Wire Transfer requests if we believe such Wire Transfer (a) relates to any internet gambling transactions or any illegal transactions; (b) relates to one or more beneficiaries listed on the Specially Designated National lists from the U.S. Department of Treasury; or (c) may violate any Executive Order of the President, Foreign Governmental Embargoes/Sanctions, directive of the U.S. Department of the Treasury, or other law, rule, or regulation.

1. We may disclose any information given to us that we, in our sole discretion, determine is necessary or desirable to disclose; except we will only disclose confidential information if required by law, a court, or legal, regulatory, or governmental authority, or as permitted by law in order to combat, prevent, or investigate issues arising under anti-money laundering laws, economic sanctions, or criminal law. Sometimes legal, regulatory, or governmental authorities require additional information, either in respect of individuals, entities, or particular transactions. You agree to promptly supply all such information, which any such authority may require, and/or which we may be required to supply, in relation to the individual, entity, or particular transaction. If you, or your authorized representative, breach any such laws or regulations, you irrevocably agree that we may retain any monies or funds transmitted to us pursuant to this Agreement and/or not fulfill any Wire Transfer request if we are required to take or refrain from such action by any legal, regulatory, or governmental authority or if we reasonably believe that such action may violate any laws or regulations described herein, and such monies shall not bear interest against us. You further agree that we may pay such monies to the appropriate legal, regulatory, or governmental authority, if and when required by law.

1. If we receive an incoming international wire transfer for payment into your Account that was remitted in a currency other than U.S. dollars, we will convert the amount of the payment into U.S. dollars using the applicable exchange rate for credit to your Account. The exchange rates we use for your transactions are not necessarily the bank-to-bank negotiated exchange rate or other potentially more favorable rate. You consent to our doing this without prior notice to you. FDIC deposit insurance does not insure against any loss due to foreign currency fluctuations. If for any reason we do not receive covering payment from the remitting or intermediary bank in respect of an incoming international Wire Transfer we have credited to your Account, you agree to allow us to debit your Account for the amount credited under such incoming international Wire Transfer. Wire Transfers sent to foreign countries may be converted to the currency of the destination country at our rate of currency exchange for remittance transfers. We cannot guarantee that the beneficiary/designated recipient will receive the funds in U.S. currency. The actual amount that the beneficiary/designated recipient receives may be reduced by fees and taxes imposed by the beneficiary bank, or a correspondent bank, including currency conversion charges.
2. DEPOSIT AVAILABILITY.

When a deposit is made to your Account, the funds may not be available immediately. This Section 8 (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. We will notify you if we delay the availability of your funds if required by law, and we will tell you when you can expect your funds to be available if required by law.

1. 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 2:30PM PST on a business day, we will consider that business day to be the day of your deposit. However, if we receive a deposit after 2:30PM PST or on a non -business day, we will consider the deposit as having been made the next business day. Deposits may only be made by EFT, which includes direct deposits and ATM Transfers.

1. Next Day Availability. Funds from the following deposits are available on the first Business Day after the day we receive your deposit: The first $225.00 of check deposits.

1. Second Business Day. Unless otherwise provided by this Agreement, all other funds from deposits will be made on the second Business Day after the day of your deposit. Longer Delays May Apply. Funds you deposit may be delayed for longer than two Business Days under the following circumstances: We believe a check deposit you initiated will not be honored; Your deposits total more than $ 5,525 in any one day; You have overdrawn your Deposit Account repeatedly in the last six months; or There is an emergency, such as failure of communications or our systems. If we delay availability for one of these reasons, funds may not be available until the seventh Business Day after the day of your deposit. We will notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the funds will be available. If you will need the funds from a deposit right away, you should ask us when the funds will be available.

1. 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 $5,525 of a day's total deposits of cashier's, certified, teller's, travelers, 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. The excess over $5,525 will be available on the ninth business day after the day of your deposit. Funds from all other check deposits may not be available until the third business day after the day of your deposit.

1. Availability of ACH Transfer and EFT Deposits. 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 or EFT 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 and processed 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 the Bank.

Exhibit 1

FEE SCHEDULE

^[1] Note: https://www.paystand.com/defi-card-terms-of-service

USA Patriot Act Notice

To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all U.S. financial institutions to obtain, verify, and record information that identifies each individual or legal entity that opens an account or establishes a customer relationship with Paystand, Inc (“Paystand”). Federal law also requires all U.S. financial institutions to obtain, verify, and record information that identifies the beneficial owners of a legal entity that opens an account or establishes a consumer relationship with Paystand.

What this means for you: If you enter into a new customer relationship with Paystand, we will ask for the following:

• Name, address, date of birth, taxpayer identification number and other identification information that will allow us to identify all customers on the account. We may also ask to see a driver’s license, passport, or other identifying documents.

In addition, if you enter into a new relationship with Paystand on behalf of a legal entity, we will ask for the following:

• Names, addresses, dates of birth and other identification information of the beneficial owners of the legal entity.
• Entity name, address, taxpayer identification number, affiliations and ownership. We may ask to see the certified business documents or other identifying documents on the entity.

This information will be used to verify your identity and, in the case of a legal entity customer, the identity of the beneficial owners. As appropriate, Paystand may, in its discretion, ask for additional documentation or information. If all required documentation or information is not provided or we are unable to verify the information provided, Paystand may be unable to open an account or establish a relationship with you.

We sincerely thank you for your patience and cooperation. If you have any questions regarding these requirements, please contact us at 1-800-708-6413.

Last updated: 06/29/2017

These Teampay Prepaid Virtual Account Program Terms and Conditions (these “Terms” or this “Agreement”) represent an agreement between each Business Account Owner and Bank that governs the Teampay Prepaid Virtual Account Program (each term as defined below). Business Account Owner shall be responsible for notifying the Business Administrator and Authorized Users of their authority and obligations under these Terms and for ensuring that the Business Administrator and each Authorized User complies with these Terms. Each Authorized User must accept these Terms in order to receive and use the Virtual Account.

1. Definitions

“Access Information” means collectively a PIN, online user name, password, challenge questions, and any other security information used to access a Business Account or Virtual Account.

“Authorized User” means any designated person authorized by the Business Administrator to use the Virtual Account on Business Account Owner’s behalf.

“Bank” means Sutton Bank, member Federal Deposit Insurance Corporation (“FDIC”).

“Business Account” means the records we maintain to account for the value for the funds available for associating with Virtual Accounts issued at Business Account Owner’s or any Business Administrator’s request and the Virtual Accounts for such Virtual Accounts.

“Business Account Owner” means the entity that has qualified for and established a Business Account and one or more Virtual Account(s) (see Section 5.2 – Qualifying For and Establishing Business Account and Virtual Accounts)

“Business Administrator” means any designated person authorized by the Business Account Owner to administer the Business Account and associated Virtual Account(s) and/or act on Business Account Owner’s behalf in connection with these Terms, including without limitation designating Authorized Users, funding Virtual Accounts, and setting Virtual Account limitations (See Section 5.5- Establishing Virtual Account Settings).

“Payment Card” means Business Account Owner’s credit or debit card.

“PIN” means a personal identification number.

“Principal Owner” means (1) each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity and (2) one individual with significant responsibility for managing the legal entity listed above, such as an executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer); or any other individual who regularly performs similar functions

“Teampay” refers to Teampay, Inc., a New York corporation that services the Program and hosts the Website, as part of its business of assisting Business Account Owner in managing corporate expenses, and its successors, affiliates or assignees.

“Teampay Virtual Account Program” or “Program” means the program through which the Bank issues one or more Virtual Accounts for use by Authorized Users on behalf of the Business Account Owner to assist the Business Account Owner in managing corporate expenses.

“Teampay Agreement” means the separate agreement between the Business Account Owner and Teampay pursuant to which the Business Owner receives Teampay expense management services.

“Virtual Account” means the Teampay Prepaid Virtual Account issued by Bank through which any Authorized Users can obtain Funds in the Virtual Account. Virtual Account is represented by a 16-digit account number. The Virtual Account is a sub-account of the Business Account and the records maintained by Bank for each Virtual Account associated with the Business Account that is requested by the Business Account Owner or any Business Administrator. Each reference to “Virtual Account” also shall include all “Virtual Accounts” provided to Authorized Users.

“We,” “us,” and “our” mean Bank and its successors, affiliates, and assignees.

2. Activating the Virtual Account

AN AUTHORIZED USER CANNOT USE A VIRTUAL ACCOUNT TO PERFORM TRANSACTIONS UNTIL THE BUSINESS ADMINISTRATOR OR AUTHORIZED USER HAS ACTIVATED THE VIRTUAL ACCOUNT) PURSUANT TO THESE TERMS. By activating A Virtual Account or participating in the program IN ANY WAY, THE BUSINESS ADMINISTRATOR OR AUTHORIZED USER representS that THEY HAVE READ and understand THESE TERMS and THEY agree to be bound by the terms and conditions of THESE TERMS AND OUR PRIVACY POLICY. PLEASE VISIT WWW.Teampay.co (the “website”) TO VIEW, PRINT, and save THESE TERMS and OUR PRIVACY POLICY.

3. Important Information About Procedures for Opening a Virtual Account

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 these means for the business owner and business administrators: when BUSINESS ACCOUNT OWNER opens a BUSINESS Account, we will ask for the name, address, employer identification number AND ORGANIZATIONAL DOCUMENTS of the Business Account Owner and the names, addresses, dates of birth, and other information concerning each BUSINESS ADMINISTRATOR AND PRINCIPAL OWNER that will allow us to identify THE buSiness account owner and ITS BUSINESS ADMINISTRATOR AND PRINCIPAL OWNERS. We may also ask to see a copy of EACH BUSINESS ADMINSTRATOR’S and PRINCIPAL OWNERS’ driver’s licenses or other identifICATION documents.

4. CONSENT TO USE ELECTRONIC SIGNATURES AND COMMUNICATIONS

4.1 Business Account Owner Consent. To the extent permitted by applicable law, Business Account Owner consents to use electronic signatures and to electronically receive all records, notices, statements, communications, and other items for all services provided to Business Account Owner and Authorized Users under these Terms and in connection with Business Account Owner’s relationship with us (collectively, “Communications”) that we may otherwise be required to send or provide Business Account Owner in paper form (e.g., by mail). By accepting and agreeing to these Terms electronically, Business Account Owner represents that: (1) Business Account Owner has read and understands this consent to use electronic signatures and to receive Communications electronically; (2) Business Account Owner satisfies the minimum hardware and software requirements specified below; and (3) Business Account Owner’s consent will remain in effect until Business Account Owner withdraws their consent as specified below.

4.2 Business Account Owner’s Right to Withdraw Business Account Owner’s Consent. Business Account Owner’s consent to receive Communications electronically will remain in effect until Business Account Owner withdraws it. Business Account Owner may withdraw their consent to receive further Communications electronically at any time by contacting us at [*]. If Business Account Owner withdraws their consent to receive Communications electronically, we reserve the right to close the Business Account and all associated Virtual Accounts and return the remaining Business Account and Virtual Account balances as set forth in this Agreement (in which case Authorized Users will no longer be able to use a Virtual Account or participate in the Program, except as expressly provided in this Agreement) or charge Business Account Owner a fee for paper copies of Communications. Any withdrawal of Business Account Owner’s consent to receive Communications electronically will be effective only after we have a reasonable period of time to process Business Account Owner’s withdrawal. Please note that Business Account Owner’s withdrawal of consent to receive Communications electronically will not apply to Communications electronically provided by us to Business Account Owner before the withdrawal of Business Account Owner’s consent becomes effective.

4.3 Business Account Owner Must Keep Contact Information Current With Us. In order to ensure that we are able to provide Communications to Business Account Owner electronically, Business Account Owner must notify us of any change in their e-mail address by updating Business Account Owner’s profile on the Website.

4.4 Copies of Communications. Business Account Owner should print and save or electronically store a copy of all Communications that we send to Business Account Owner electronically. We reserve the right to assess a fee for providing any paper copy of any Communication (See fee schedule at the end of this document).

4.5 Hardware and Software Requirements. In order to access and retain Communications provided to Business Account Owner electronically, Business Account Owner must have: (1) a valid email address; (2) a computer or other mobile device (such as tablet or smartphone) that operates on a platform like Windows or a Mac environment; (3) a connection to the internet such as Internet Explorer 11 (or higher), Mozilla Firefox 30, Safari 7,or Chrome 29; (6) a computer or device and an operating system capable of supporting all of the above. “Current Version” means a version of the software that is currently being supported by its publisher and that accurately reads and displays PDF files.

4.6 Changes. We reserve the right, in our sole discretion, to communicate with Business Account Owner in paper form. In addition, we reserve the right, in our sole discretion, to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which we provide electronic Communications. Except as otherwise required by applicable law, we will notify Business Account Owner of any such termination or change by updating this Agreement on the Website or delivering notice of such termination or change electronically.

5. VIRTUAL ACCOUNT TERMS

1. Business Administrators. By designating any individual as a “Business Administrator,” Business Account Owner acknowledges and agrees that the actions or omissions of any Business Administrator shall be taken on Business Account Owner’s behalf and Business Account Owner shall be fully responsible and liable for such actions or omissions as if they were the actions or omissions of Business Account Owner. Business Administrator’s obligations in these Terms shall be deemed to be obligations of Business Account Owner.
2. Qualifying for and Establishing Business Account and Virtual Accounts.
3. EligibilityIn order to establish and maintain a Business Account and one or more Virtual Accounts, a Business Account Owner must:
4. Have previously entered into a Teampay Agreement, which agreement must remain in effect and not be terminated or expired;
5. Designate, via the Teampay Website, a Business Administrator to act on Business Account Owner’s behalf in connection with these Terms and authorize the Business Administrator to fund an Authorized User’s Virtual Account and otherwise administer the Business Account and associated Virtual Accounts;
6. Agree to these Terms, as may be amended from time to time as set forth on the Teampay Website in accordance with applicable law;
7. Accept the Bank Privacy Policy, which is incorporated by reference into these Terms,
8. Provide the Payment Card or Bank Account information via the Teampay Website; and
9. Provide us with the information requested to verify the identity of the Business Account Owner and its Business Administrator and Authorized Users.
10. Business Account Owner’s Representation and WarrantiesBy opening a Business Account, requesting, activating or using a Virtual Account or by retaining, using or authorizing the use of the Virtual Account, Business Account Owner represents and warrants to us that:
11. Business Account Owner has received a copy of these Terms and agrees to be bound by and to comply with them and understands that they are subject to change in accordance with applicable law;
12. Business Account Owner is duly organized, validly existing and in good standing under the laws of the state in the United States of its formation;
13. Business Account Owner is duly qualified and in good standing to do business in all jurisdictions where Business Account Owner conducts its business;
14. Business Account Owner has all necessary organizational power and authority to establish the Business Account and each Virtual Account, enter into these Terms, and to perform all of the obligations to be performed by it under these Terms;
15. the personal and business information that Business Account Owner provides to us in connection with the Business Account is true, correct and complete;
16. the individual accepting and agreeing to these Terms for Business Account Owner has the requisite corporate authority to accept and agree to the Terms on the Business Account Owner’s behalf;
17. The Business Administrator designated by Business Account Owner is a citizen or permanent resident of the United States and is at least 18 years of age (or older if residing in a state where the majority age is older);
18. Business Account Owner authorized the Business Administrator to authorize each Authorized User to accept and use the Virtual Account;
19. Business Account Owner has provided Business Administrator and each Authorized User with a copy of these Terms and Business Administrator and each Authorized User accepts and agrees to be bound by and to comply with them; and
20. The Virtual Account will only be used for business purposes and not be used for personal, family or household purposes.
21. Program Description. The Business Account is an account made available to the Business Account Owner to facilitate the issuance and use of Virtual Accounts by Authorized Users for commercial business purposes. Each Virtual Account is a notional sub-account of the Business Account that will enable the Business Account Owner to track the balance of funds allocated to the Virtual Account linked to such Business Account. The Virtual Account allows Authorized Users to access funds allocated to the Virtual Account by the Business Administrator, subject to the limitations established by the Business Administrator or Teampay in accordance with the Teampay Agreement. Neither the Business Account nor a Virtual Account constitutes a checking or savings account. The Virtual Account is not a gift card, nor is it intended to be used for gifting purposes. The Virtual Account is not a credit card. Business Account Owner will not receive any interest on the funds in the Business Account or any Virtual Account. The Virtual Account will remain the property of the Bank. The Virtual Account cannot be redeemed for cash. The Virtual Account is nontransferable and may be canceled or revoked at any time without prior notice except as required by law. The Bank may, in its sole discretion, limit the number of Virtual Accounts that may be issued on behalf of the Business Account Owner. The Business Administrator shall have full power and agrees to administer the Business Account and each Virtual Account only as described in this Agreement and as duly authorized by the Business Account Owner. The Business Administrator will be authorized to limit or restrict the activity on all Virtual Accounts with or without the consent of any Authorized User. The Business Administrator will also be authorized to make changes to the Virtual Account with or without the consent of any Authorized User. The Business Account Owner is the owner of all funds in the Business Account and those funds allocated to any Virtual Account at all times and each Authorized User agrees that the Virtual Account shall only be used as authorized by the Business Account Owner. Business Account Owner acknowledges and agrees that the value available in the Business Account and any Virtual Account is limited to the funds that have been added to the Business Account or allocated to any Virtual Account pursuant to these Terms. The funds in the Business Account and associated with any Virtual Accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”), for up to the maximum amount as published by the FDIC.
22. Funding of the Business Account. Subject to the limitations set forth in this Agreement, Business Administrator may only add funds to the Business Account as described in this Section 5.4. Business Administrator may not add funds to the Business Account by sending personal checks, cashier’s checks, or money orders to the Bank. The Bank will return all checks and money orders unless the Business Account has a negative balance, in which case the Bank may, in its sole discretion, apply the proceeds of the check or money order towards the negative balance of the Business Account.
23. Bank Account Transfer. Business Administrator may authorize us to electronically debit Business Account Owner’s designated deposit account at Business Account Owner’s designated U.S. depository financial institution (“Bank Account”) via the Automated Clearinghouse Network (“ACH”) for a specified amount on a one-time or recurring basis and add such amount to the Business Account. Business Administrator may provide such authorization and Business Account Owner’s Bank Account information via the Website. Amounts debited from the Bank Account will be added to the Business Account and available for allocation to the Virtual Accounts generally within three business days of when we receive the authorization and all required consents and information.
24. Credit and Debit Card Charges. Business Administrator may authorize us to charge Business Account Owner’s Payment Card, directly or through our authorized service providers, for a specified amount on a one-time or recurring basis and add such amount to the Business Account. Business Account Administrator may provide such authorization and Business Account Owner’s Payment Card information via the Website. Amounts charged to the Payment Card will be added to the Business Account and available for transactions generally within one business day of when we receive Business Administrator’s and all required consents and information. In order to add funds to the Business Account by charging the Payment Card, the Payment Card must be issued in Business Account Owner’s name by a U.S. financial institution.
25. Establishing Virtual Account Settings. Only funds in the Business Account may be allocated to a Virtual Account and accessed utilizing a Virtual Account. A Business Administrator may establish certain limits (“Settings”) for each Virtual Account and the allocated Virtual Account through the Website. Authorized Users will not be permitted to establish or modify the Settings. For example, a Business Administrator may establish Settings that limit the amount of funds that may be allocated to a Virtual Account or the amount of transactions that may be performed with a Virtual Account in a day or month. A Business Administrator may change the Settings from time to time via the Website without an Authorized User’s consent. New Settings and changes to existing Settings will be effective only after we have a reasonable period of time to process the new settings or changes.
26. Cancellation and Suspension. In addition to and without limiting our rights under this Agreement, a Business Administrator may suspend or cancel a Virtual Account at any time by changing the Settings on the Website (See Section 5.5 above). Upon the suspension or cancellation of a Virtual Account, the Authorized User may no longer be able to use the Virtual Account or the associated Virtual Account.
27. Transaction Requirements. Transactions approved and processed with the Virtual Account may only be used to purchase goods and services for business purposes only and not for personal, family or household purposes.
28. Authorized User Eligibility and Consents. Prior to distributing a Virtual Account to an Authorized User, Business Account Owner shall be responsible for ensuring that each Authorized User (i) is a United States citizen or permanent resident of at least 18 years of age (or older if residing in a state where the majority age is older); (ii) agrees to the Bank’s Privacy Policy; (iii) agrees to the terms of this Agreement; and (iv) provides or agrees that a Business Administrator may provide all requested information, such as the Authorized User’s name, email address, and such other information as we may request from time to time (collectively, ” User Information“). Authorized User represents and warrants that all information, including User Information, provided to us or to Business Account Owner (to provide to us) from time to time is truthful, accurate, current, and complete. Authorized User agrees to promptly notify us in writing of changes to any User Information. When a Business Administrator notifies us to revoke such permission, we will close the Virtual Account and Authorized User may no longer use the Virtual Account.
29. Revocation of Business Administrator Privileges. Business Account Owner must notify Customer Service via e-mail at support@teampay.co to revoke permission for any Business Administrator to administer the Business Account and Virtual Account(s). Any revocation of such permission will be effective only after we have a reasonable period of time to process Business Account Owner’s withdrawal.
30. Revocation of Authorized User Privileges. A Business Administrator must modify the Settings on the Teampay Website or notify Customer Service via e-mail at support@teampay.co to revoke permission for an Authorized User to use the Virtual Account. Any revocation of such permission will be effective only after we have a reasonable period of time to process Business Account Owner’s withdrawal.
31. Activating A Virtual Account. A Business Administrator must activate a Virtual Account before it can be used by completing the registration process for the Business as set forth in the Teampay terms of service located at www.teampay.co/legal/terms. A Business Administrator must agree to the Teampay Agreement to activate a Virtual Account (See Section 2 above).
32. Fees. The fee schedule located at the end of this Agreement lists the fees applicable to the Program. In some cases, the actual fee charged may be lower than the fee stated in the fee schedule. The fee schedule is subject to change upon 30 days prior notice. If you believe a fee was charged in error, contact Customer Service at support@teampay.co.
33. Choosing A PIN. When an Authorized User is prompted by a merchant for the first time to input a PIN when using the Virtual Account, any four-digit code will work as the initial PIN for the first PIN-based transaction. After the first PIN-based transaction, the Authorized User must use the same PIN for each subsequent PIN-based transaction, unless and until the Authorized User chooses to reset the PIN as described below in “Resetting The PIN”. Choose a PIN that is easily remembered.
34. Resetting The PIN. If an Authorized User needs to reset the Virtual Account’s PIN, please contact Customer Service at support@teampay.co. By visiting this website, an Authorized User can have the Virtual Account’s PIN deactivated, the Authorized User will be required to provide information about the Virtual Account to reset the PIN. The Authorized User may then select a new four-digit PIN during the next PIN-based transaction at a merchant’s POS device
35. Virtual Account and PIN Security. When selecting a PIN for Virtual Accounts, a Business Administrator and Authorized Users should not use numbers or words that appear in their wallets (e.g., their date of birth, address, or social security number). Authorized Users must memorize their PINS and not share them with anyone. Do not write the PIN on a Virtual Account or keep it in the same location as the Virtual Account. Authorized Users should treat the Virtual Account with the same care as cash. Always protect the Virtual Account and keep it in a safe place. Do not send a Virtual Account or PIN number in an email or text message. Make sure Virtual Account and Access Information is secured with encryption when used to perform transactions over the Internet or wireless networks.
36. Lost or Stolen Virtual Account, Compromised PIN or Unauthorized Access to Business Account. The Virtual Account is a commercial Virtual Account and does not provide consumer protections for lost or stolen Virtual Accounts or unauthorized transactions. Treat the Virtual Account like cash. Until a Business Administrator or Authorized User reports a Virtual Account as lost or stolen or reports an unauthorized transaction on a Business Account or Virtual Account, Business Account Owner is fully responsible for all transactions, even if the Virtual Account is lost, stolen or used for unauthorized transactions. Contact Customer Service IMMEDIATELY if a Business Administrator or Authorized User believes: (a) a Virtual Account has been lost or stolen, (b) someone has gained unauthorized access to any Access Information, or (c) someone has transferred or may transfer funds from the Business Account or a Virtual Account without a Business Administrator’s or Authorized User’s permission. Reporting a lost/stolen Virtual Account or unauthorized transactions through support@teampay.co or by logging into the Website to deactivate the Virtual Account is the best way to minimize possible losses. Unless we have authorized a transaction after a Business Account or Virtual Account is blocked (see Section – Our Liability to Business Account Owner), Business Account Owner and Authorized User are responsible for all unauthorized transactions initiated and fees incurred from the unauthorized use of a Virtual Account. Failure to promptly notify us could result in the Business Account Owner losing ALL of the money in the Business Account and the associated Virtual Accounts.
37. Using A Virtual Account. Virtual Accounts may not be used for ATM cash withdrawals and may not be used for Business payroll payments. Authorized User may use a Virtual Account to make purchases at any merchant that accepts Visa debit cards or debit cards of other networks in which the Bank participates, subject to the available Virtual Account balance, the transaction limits and transaction restrictions outlined below, and the other terms and condition of this Agreement. If Authorized User uses a Virtual Account number without presenting the Virtual Account (such as for a mail order, telephone, or Internet purchase), the legal effect will be the same as if Authorized User used the Virtual Account itself. Each time Authorized User uses a Virtual Account, Business Account Owner and Authorized User authorizes us to reduce the value available in the Virtual Account by the amount of the transaction and any applicable fees. Authorized User is not allowed to exceed the amount of the available funds in the Business Account or allocated to his or her Virtual Account, whichever is less, through an individual transaction or a series of transactions. Nevertheless, if a transaction exceeds the amount of available funds in the Business Account or allocated to an Authorized User’s Virtual Account, Business Account Owner will be fully liable to us for the full amount of the transaction and any applicable fees. We may refuse to process a transaction, or temporarily “freeze” a Virtual Account and attempt to contact a Business Administrator if we notice transactions that are unusual or appear suspicious, or use of the Virtual Account that are not consistent with its intended use.
38. Merchant Holds on Available Funds. When Authorized User uses a Virtual Account or Virtual Account number to initiate a transaction at certain merchant locations, such as hotels, restaurants, gas stations, and rental car companies, where the final purchase amount is unknown at the time of authorization, a hold may be placed on the available funds in the Virtual Account for an amount equal to or in excess of the final transaction amount. The funds subject to the hold will not be available to Business Account Owner or Authorized User for any other purpose until the merchant sends us the final transaction amount. Once we receive the final transaction amount, it may take up to seven days for the hold to be removed. During that period, Business Account Owner and Authorized User will not have access to the funds subject to the hold.
39. Difficulty Using Virtual Account. Please be advised that Authorized User may experience difficulties using a Virtual Account at point of sale at physical retail locations, unattended vending machines, kiosks, and gas station pumps. If a Virtual Account is declined at a “pay at the pump” gas station even though Authorized User has sufficient funds available, Authorized User should pay for the purchase inside with the cashier.
40. Transaction Limits. The maximum amount that can be spent using the Virtual Account is limited to lower of: (a) the limits set by a Business Administrator (b) limits set forth by the Bank, and (c) limits set by Teampay in accordance with the Teampay Agreement. The Bank’s limits are: (1) maximum $200k that can be spent every rolling 30 days using a Virtual Account. In order to protect the Virtual Account, we may temporarily impose limits on the dollar amount, number, and type of transactions performed using a Virtual Account and the Virtual Account. To the extent permitted by applicable law, we reserve the right to: (a) change the transaction limits; (b) limit, block, or place a hold on certain types of transfers or transactions: and (c) limit, suspend, or block transfers from particular persons, entities, or Virtual Accounts.
41. Transaction Restrictions. Authorized User may not use a Virtual Account for online gambling or illegal transactions. A Business Administrator may restrict transactions (a) based on Merchant Category Code or Merchant ID, (b) purchases originating outside of the United States, or (c) purchases made to sellers outside of the United States. We may refuse to process any transaction we believe violates the terms of this Agreement.
42. Responsibility for Authorized Transactions. Business Account Owner is responsible for all transactions initiated and fees incurred by use of a Virtual Account. If a Business Administrator or an Authorized User permit another person to have access to a Virtual Account or Virtual Account number, we will treat this as if the Business Administrator has authorized such person to use the Virtual Account, and Business Account Owner will be liable for all transactions and fees incurred by such person, even if they exceed the authorization granted. Business Account Owner 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 Business Account Owner. If a Business Administrator wants to withdraw permission for an Authorized User to use a Card, then Transactions made with the Card will be considered unauthorized only after a Business Administrator notifies us that the person is no longer authorized to use the Virtual Account.
43. Virtual Account Balance. It is important to know the amount of available funds in the Virtual Account before performing a transaction with a Virtual Account. If there are not sufficient funds in the Virtual Account to cover the transaction amount, the transaction will be declined. If Authorized User does not have sufficient funds in the Virtual Account, Authorized User can request that the merchant charge a part of the purchase to the Virtual Account and pay the remaining amount with cash or another Virtual Account. These are called “split transactions.” Some merchants do not allow Virtual Accountholders to conduct split transactions. Business Account Owner and Authorized User acknowledges and agrees that the funds available to perform transactions are limited to the available funds that have been added to the Virtual Account that are not subject to a hold. Authorized User is not authorized to use any funds added to the Virtual Account in error. Any transaction that could create a negative balance for the Business Account or a Virtual Account is not permitted, but may occur in limited circumstances. Adjustments may be made to the Virtual Account to reverse an error, reflect a merchant adjustment, or resolve a dispute regarding a transaction posted to the Virtual Account. These processing and adjustment entries could cause the Business Account or Virtual Account to have a negative balance. If a Business Account or Virtual Account has a negative balance, Business Account Owner and Authorized User agrees: (a) that the balance of Business Account can be adjusted to reflect that amount; (b) that we may automatically apply any subsequent deposits to the Business Account to satisfy the negative balance and (c) to pay us on demand by a personal check, money order, or other payment method authorized by us for the amount of the negative balance. If no future funds are added to the Virtual Account, we may send Business Account Owner a notice explaining the reason for the adjustment and requesting payment by a personal check, money order, or other payment method to satisfy the negative balance. Payments should be mailed to us at the address provided below or the address stated in the applicable notice.
44. Transaction History. A Business Administrator may obtain information about the available funds in the Business Account or a Virtual Account and a 60-day history of the Virtual Account transactions on the Teampay Website.
45. Account Alerts. If a Business Administrator and Authorized User provide email addresses to us, we will send the Business Administrator and Authorized User important notices via email about the Virtual Account. In addition, if a Business Administrator and Authorized User provide mobile phone number or other text message addresses to us, the Business Administrator and Authorized User expressly consent to receive text messages relating to the Virtual Account at that number or address. The Business Administrator and Authorized User may change the frequency of notifications at any time by updating their notification setting on the website. Third-party data and message fees may apply.
46. Transactions in Foreign Currencies. If an Authorized User makes a purchase using the Virtual Card in a currency other than in U.S. dollars, the amount deducted from the available funds in the Virtual Account will be converted by Visa into U.S. dollars. The applicable exchange rate will be selected by Visa from the range of rates available in wholesale currency markets for the applicable central processing date, which may vary from the rate Visa itself receives or the government-mandated rate. The exchange rate used on the central processing date may be different than the rate that was in effect on the date you performed the transaction. For each foreign currency transaction, the Bank may assess a foreign currency conversion fee and will retain this amount as compensation for its services. Please refer to the fee schedule below for the current foreign currency transaction fee.
47. Receipts. Authorized User should get a receipt for each Virtual Account transaction. Authorized User agrees to retain, verify, and reconcile Virtual Account transactions and receipts.
48. Refunds and Disputes. Authorized User will not receive cash refunds for Virtual Account transactions. If a merchant gives Authorized User a credit for merchandise returns or adjustments, the merchant may do so by processing a credit adjustment, which we will credit to the available funds in the Virtual Account. We are not responsible for the delivery, quality, safety, legality, or any other aspects of goods or services that Authorized User purchases with a Virtual Account. All such disputes must be addressed and handled directly with the merchant from whom those goods or services were purchased.
49. Privacy Policy. Business Account Owner’s, Business Administrator’s and Authorized Users’ privacy is very important to us. We may disclose information to third parties about Business Account Owner, and any Business Administrator, and Authorized User, Virtual Account and Virtual Account, and transactions related thereto: (a) as necessary to effect, administer, or enforce a transaction requested or authorized by a Business Administrator or Authorized User; (b) with Business Account Owner’s, Business Administrator’s, or relevant Authorized User’s consent; (c) to protect against or prevent actual or potential fraud, unauthorized transactions, or other liability; (d) to comply with government agency or court orders; (e) as permitted and required by applicable law; and (f) as otherwise provided in Bank’s Privacy Policy. Business Account Owner, Business Administrator, and Authorized Users understand that by participating in the Program, Business Account Owner, Business Administrator, and Authorized Users consent to the collection, use, and disclosure of Business Account Owner, Business Administrator, and Authorized Users’ information as set forth in these Terms and Bank’s Privacy Policy available on the Teampay Website.
50. Replacement Virtual Accounts. The expiration date of your Virtual Account will be sent to the Authorized User with the Virtual Account number. If there is a positive balance of funds in the Virtual Account upon expiration of a Virtual Account and the Virtual Account is in good standing, we may issue Authorized User a new Virtual Account. We may also issue Authorized User a new Virtual Account when the Virtual Account expires even if there are no funds in the Virtual Account. If Authorized User needs to replace a Virtual Account for any reason, please contact a Business Administrator, who should contact Customer Service. The Business Administrator will need to provide certain User Information so we can verify their identity.
51. Our Liability to Business Account Owner. If we do not complete an electronic fund transfer to or from a Virtual Account on time or in the correct amount according to these Terms, we may be liable to Business Account Owner for the losses or damages. However, there are some exceptions. We will not be liable if: (a) through no fault of ours, Authorized User does not have enough available funds in the Virtual Account to perform the transaction; (b) circumstances beyond our reasonable control (such as fire, flood, water damage, power failure, strike, labor dispute, computer breakdown, telephone line disruption, or natural disaster) prevent or delay the transfer despite reasonable precautions taken by us; (c) the system, or point-of-sale terminal was not working properly and a Business Administrator or Authorized User knew about the problem when Authorized User initiated the transaction; (d) the funds in the Virtual Account are subject to legal process or are otherwise not available for transactions; (e) the merchant refuses to accept a Virtual Account; (f) if access to a Virtual Account has been blocked after a Business Administrator or Authorized User reported a Virtual Account lost or stolen; or (g) if we have reason to believe the transaction is unauthorized.
52. Errors or Questions About the Business Account. Email Customer Service at support@teampay.co as soon as a Business Administrator can if the Business Administrator thinks an error has occurred involving the Business Account. We must hear from a Business Administrator no later than 60 days after the date the error occurred. When a Business Administrator sends notification of an error involving the Business Account, the Business Administrator will need to tell us: (a) the Business Administrator’s name and Business Account number; (b) why the Business Administrator believes there is an error and the dollar amount involved; and (c) approximately when the error took place. We will review the information submitted in a commercially reasonable manner, but given that the Teampay Virtual Account Program implements a commercial product, Business Account Owner is not entitled to and we are not obligated to follow the requirements or obligations of the Electronic Funds Transfer Act and Regulation E promulgated thereunder, which only apply to consumer accounts. If a Business Administrator needs more information about our error resolution process, contact Customer Service at support@teampay.co.
53. Errors or Questions About the Virtual Account Transactions. Email Customer Service at support@teampay.co as soon as a Business Administrator or Authorized User can if the Business Administrator or Authorized thinks an error has occurred involving the Virtual Account. We must hear from a Business Administrator or Authorized User no later than 60 days after the date the error occurred. When a Business Administrator or Authorized User sends notification of an error involving the Virtual Account, the Business Administrator or Authorized User will need to tell us: (a) the Business Administrator’s or Authorized User’s name and Virtual Account number; (b) why the Business Administrator or Authorized User believes there is an error and the dollar amount involved; and (c) approximately when the error took place. We will review the information submitted in a commercially reasonable manner, but given that the Teampay Virtual Account Program implements a commercial product, Business Account Owner is not entitled to and we are not obligated to follow the requirements or obligations of the Electronic Funds Transfer Act and Regulation E promulgated thereunder, which only apply to consumer transfers. If a Business Administrator or Authorized User needs more information about our error resolution process, contact Customer Service at support@teampay.co.
54. Assignment. To the extent permitted by applicable law, we may assign these Terms without obtaining Business Account Owner, Business Administrator, or Authorized Users’ consent. None of Business Account Owner, Business Administrator, nor any Authorized User may assign or transfer a Virtual Account, Virtual Account, or these Terms without our prior written consent.
55. Severability and Waiver. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be deemed to be modified to the minimum extent necessary to make it valid and enforceable and the rest of this Agreement will not be affected. We do not waive our rights by delaying or failing to exercise them at any time.
56. Amendment. We may add to, delete, or amend this Agreement at any time in our sole discretion without providing notice to Business Account Owner, a Business Administrator or Authorized User subject to applicable law. We reserve the right, subject to applicable law, to deliver to Business Account Owner any notice of changes to existing terms or the addition of new terms by posting an updated version of this Agreement on the Teampay Website or delivering notice of changes to Business Account Owner electronically. By continuing to participate in the Program, a Business Account Owner, Business Administrator and Authorized User consent to be bound by the updated Terms.
57. Entire Terms. These Terms constitutes the entire and sole agreement between Business Account Owner, Authorized Users and us with respect to the Program and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Program.
58. Cancellation and Suspension. To the extent permitted by applicable law, we may cancel or suspend a Business Account, Virtual Account, or this Agreement immediately, for any reason, and, except when required by applicable law, without notice to Business Account Owner, a Business Administrator or Authorized User. Business Account Owner may cancel a Virtual Account, or this Agreement at any time by notifying Customer Service as provided below. Cancellation or suspension of this Agreement will not affect any of our rights or Business Account Owner’s, or any Business Administrator’s or Authorized User’s obligations arising under this Agreement prior to such cancellation or suspension. In the event that a Virtual Account is cancelled, closed, or terminated for any reason, a Business Administrator may request the unused balance to be returned to the Business Account or to Business Account Owner via a check to the mailing address we have in our records.
59. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
60. Indemnification. At our request, Business Account Owner agrees to defend, indemnify, and hold harmless us and our parents, subsidiaries, and other affiliated companies, and our and their employees, contractors, officers, and directors against any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees) that arise from Business Account Owner’s or its Business Administrator’s or Authorized Users’ violation of these Terms, applicable law, or any third-party rights or Business Account Owner’s or its Business Administrator’s Authorized Users’ fraud or willful misconduct. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by Business Account Owner, in which event Business Account Owner will cooperate in asserting any available defenses.
61. NO WARRANTY OF AVAILABILITY OR UNINTERRUPTED USE. From time to time, services related to the Program may be inoperative. When this happens, Business Administrators may be unable to access the Teampay Website and Authorized Users may be unable to use the Virtual Account or obtain information about the Virtual Account. Please notify us if a Business Administrator or Authorized User has any problems using the Virtual Account or the Teampay Website. Business Account Owner, Business Administrator and Authorized Users agree that we will not be responsible for temporary interruptions in service due to maintenance, website changes, or failures, nor shall we be liable for extended interruptions due to failures beyond our control, including but not limited to the failure of interconnecting and operating systems, computer viruses, forces of nature, labor disputes and armed conflicts.
62. LIMITATION OF LIABILITY. We shall have no liability to you if we are unable to complete a transaction for any reason beyond our control. Except as otherwise expressly provided in this Agreement or as otherwise required by applicable law, we, our affiliates, and the parties with whom we contract in order to offer the Virtual Accounts, and related services are neither responsible nor liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating in any way to the Virtual Accounts, any products or services purchased using Virtual Accounts, or this Agreement (as well as any related or prior agreement that Business Account Owner or Authorized Users may have had with us).
63. NOTIFICATION OF CHANGES. If Business Account Owner’s U.S. mail or postal address, or email address or telephone number changes, Business Account Owner must notify us immediately. In addition, Business Account Owner agrees to notify us immediately if the Business Administrator’s or any Authorized User’s status with Business Account Owner has changed. Failure to do so may result in information regarding the Virtual Account, Business Account or Virtual Account being delivered to the wrong person or your transactions being declined. In such event, we shall not be responsible for any resulting misuse of funds available in the Business Account or Virtual Account. Business Account Owner must notify us immediately in the event of the insolvency, receivership, conservatorship, bankruptcy or reorganization of Business Account Owner or change in principal owners. Business Account Owner’s Virtual Account(s), Business Account and Virtual Account may be terminated by us in the event a change of control, reorganization, restructuring, conversion, consolidation, division or merger of Business Account Owner.
64. DISPUTE RESOLUTION BY BINDING ARBITRATION. For any and all controversies, disputes, demands, claims, or causes of action between Business Account Owner (which includes for purposes of this provision any Business Administrator or Authorized User) and us (including the interpretation and scope of this Section 5.44 and the arbitrability of the controversy, dispute, demand, claim, or cause of action) relating to the Program, Virtual Accounts, the Business Account, Virtual Accounts, or these Terms (as well as any related or prior agreement that Business Account Owner may have had with us), Business Account Owner and we agree to resolve any such controversy, dispute, demand, claim, or cause of action exclusively through binding and confidential arbitration and the terms of this Section 5.44. The arbitration will take place in the federal judicial district located in the borough of Manhattan, New York, New York, or in the alternative, may be conducted telephonically at your request. As used in this Section, “we” and “us” mean Bank and its subsidiaries, affiliates, predecessors, successors, and assigns and all of its and their respective employees, officers, directors, agents, and representatives. In addition, “we” and “us” include Teampay, and any third party providing any product, service, or benefit in connection with the Virtual Accounts, the Virtual Accounts, or these Terms (as well as any related or prior agreement that Business Account Owner may have had with us) if such third party is named as a co-party with us in any controversy, dispute, demand, claim, or cause of action subject to this Section.Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator from the American Arbitration Association (“AAA”) with substantial experience in resolving commercial contract disputes. As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”). Notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief in federal court if it has jurisdiction or, if it does not, in a state court located in the federal judicial district of Business Account Owner’s principal place of business residence in order to maintain the status quo pending arbitration, and each party hereby agrees to submit to the exclusive personal jurisdiction of the courts located within the federal judicial district of Business Account Owner’s principal place of business for such purpose. A request for interim measures will not be deemed a waiver of the obligation to arbitrate.Business Account Owner agrees to the following in connection with any arbitration: (a) no class or similar group arbitration will be permitted; (b) the arbitration will be confidential, and neither Business Account Owner nor we may disclose the existence, content, or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (c) subject to Section 5.42 (Limitation of Liability), the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (d) each party will pay its own attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law.
65. Business Account Owner understands and agrees that, by agreeing to these Terms:
66. YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
67. YOU ARE GIVING UP YOUR RIGHT TO HAVE A COURT RESOLVE ANY DISPUTE BETWEEN US; and
68. YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY ARBITRATION OR LAWSUIT INVOLVING ANY DISPUTE BETWEEN US.
69. This Section will survive termination of the Virtual Account or these Terms as well as any voluntary payment of any debt in full by Business Account Owner or bankruptcy by Business Account Owner, or any bankruptcy by us. With the exception of subparts (a) and (b) of this Section (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting part was not contained herein.

6. IMPORTANT CONTACT INFORMATION

Contact Information for Customer Service. A Business Administrator and Authorized Users may contact Customer Service online at www.teampay.co or by writing us at support@teampay.co.

7. Fee Schedule

The following fee schedule lists the fees applicable to the Program. In some cases, the actual fee charged may be lower than the fee stated in the fee schedule.

ServiceFeeForeign Transaction3% of transaction amountWritten Statements & Communications$10.99 per month for paper statements.$10.99 per instance for written communications outside of monthly paper statements.

https://www.suttonbank.com/_/kcms-doc/85/84421/PrivacyPolicy2024.pdf