Issuing Bank Accountholder Terms: Spend Card

These Celtic Bank Issuing Bank Accountholder Terms (these “Terms”) constitute a legal agreement between Celtic Bank Corporation (“Issuing Bank”) and the entity that has applied and qualified for participation in the Stripe Issuing Spend Card Program (the “Program”) and established an Issuing Account (“You” or “Your”). Issuing Bank has appointed Stripe, Inc. as its program manager for the Program (“Program Manager”). These Terms may be amended from time to time. Issuing Bank will provide You notice by posting updated versions to Issuing Bank’s website and/or Dashboard in accordance with Law.

BY APPLYING FOR AN ISSUING ACCOUNT, BY ACTIVATING A CARD, OR BY OTHERWISE PARTICIPATING IN THE PROGRAM IN ANY WAY, YOU REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS. PLEASE VISIT THE ISSUING BANK’S WEBSITE TO VIEW, PRINT, AND SAVE THESE TERMS.

1. Definitions. The following terms have the meanings set forth below.

Account Data” means personal or business information provided by You or on Your behalf to Issuing Bank and Program Manager to provide You with access to and use of the Program, as well as information associated with eligibility criteria, Your Issuing Account, Cards (including CVVs and PINs), Authorized Users, Card Transactions, access credentials, Account Statements, records, regulatory compliance data, and any other information used or generated in connection with Your use of the Program.

Account Statement(s)” means a report detailing Card Transactions and other amounts owed on, debited from, or credited to, Your Issuing Account.

Administrator” means a person appointed by You to manage Your participation in a Program.

Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with another entity.

Amounts Due” means any fees, penalties, finance charges, and other amounts incurred through use of your Cards or posted to your Issuing Account.

Asset Account” means an account You open and fund through Program Manager for the purpose of supporting and securing the credit extended to You through the Program.

Authorized User(s)” means any person You authorize to use Cards and make purchases and other Card Transactions on behalf of Your business, including Your individual employees and representatives.

Authorized User Terms” means the terms governing an Authorized User’s use of a Card, as may be updated from time to time.

Available Spend” means the aggregate dollar amount available for Card Transactions on all Cards.

Business Day” means any Monday through Friday, except for those that occur on a U.S. Federal holiday.

Card” means a business charge card issued by the Issuing Bank, linked to Your Issuing Account and secured by Your Asset Account, with daily repayments. Cards are enabled for transactions over a Card Network’s systems and may either be a physical card embossed with a 16-digit number or a virtual card represented by a 16-digit number.

Card Networks” means the payment card networks operated by Visa® and/or Mastercard®.

Card Network Rules” means the operating rules and regulations of the Card Networks.

Card Transaction” means a transaction You or an Authorized User initiates to make a payment with a Card for the purchase of goods or services [or to obtain cash at an ATM].

Dashboard” means the Program Manager’s management dashboard.

“Disputed Charge” means a Card Transaction that You report as erroneous or unauthorized.

Issuing Account” means the account maintained with Issuing Bank through which You may access a Program and request the Issuance of Cards. The Issuing Account includes the records maintained to (a) account for the value of the funds available for Card Transactions on Cards; (b) establish subaccounts; (c) provide Card Transaction Histories; and (d) inform You of fees and payments You owe.

Law(s)” means all laws, rules, regulations, and other binding requirements of any governmental authority with jurisdiction over Your use of the Program.

Payment Source” means (a) an Asset Account; (b) any account at a third-party financial institution that You have linked to Your Stripe Account; and (c) the proceeds of Your sales transactions processed through the Program Manager’s processing services, which can be used to fund or repay a balance on Your Issuing Account.

PCI Requirements” means all applicable standards and/or other requirements of the PCI Security Standards Council (or any successor thereto or replacement thereof).

Personal Data” means information that identifies a specific living person (not a company, legal entity, or machine) and is transmitted to or accessible through the Program.

Platform” means a Stripe Connect platform that is authorized to offer You access to the Program through that platform’s products or services.

Principal Owners” means, with respect to a legal entity: (a) 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 (b) one individual with significant responsibility for managing the legal entity, 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.

Program Guidelines” means all product design, marketing, compliance, reporting, and other guidelines and requirements established by Issuing Bank and/or Program Manager from time to time in connection with the Program, as the same may be modified, supplemented, or replaced from time to time.

Program Manager Terms” means the terms between you and the Program Manager governing your use of the Spend Card Program. Unless you have a separate written agreement with Program Manager, the Program Manager Terms are found here: stripe.com/legal/ssa.

Transaction History” means the record Card Transactions and payments made on Your Issuing Account.

Total Spending Limit” means the maximum daily amount of credit available from Issuing Bank for Card Transactions through Your Issuing Account and Cards.

2. Overview of the Program

2.1 General. Through the Program, You will have the ability to request and receive Cards issued by Issuing Bank, allow the use of such Cards by Authorized Users to access credit and initiate Card Transactions, and repay amounts owing from a designated Payment Source, subject to and in accordance with these Terms. Each Card will be issued by Issuing Bank to You subject to a license from the applicable Card Network, subject to and in accordance with these Terms. As the issuer of Cards, Issuing Bank must enter into an accountholder agreement with You, and these Terms constitute Your accountholder agreement with Issuing Bank.

2.2 Program Manager. As Issuing Bank’s service provider and program manager, Program Manager will facilitate Your access to and use of an Issuing Account, directly or through a Platform, and will perform certain related software, account management, and processing services on Issuing Bank’s behalf, as further described in the Program Manager Terms and, if applicable, Your agreement with Your Platform. The Program Manager Terms, and if applicable, Your agreement with Your Platform and Program Manager’s agreement with YourPlatform, supplement these Terms.In the case of any conflict between those agreements and these Terms, these Terms shall govern Your participation in the Program and use of an Issuing Account and Cards.

2.3 Communications. All communications regarding Your Issuing Account and the Program will be communicated to You, on Issuing Bank’s behalf by the Program Manager, either directly or through Your Platform.

3. Registration and Issuing Account Opening

3.1 Issuing Account Use.The Program is exclusively available for business or commercial purposes. Any use of the Program for personal, family or household purposes may result in immediate termination of these Terms and Your ability to participate in the Program. You represent and warrant that You are a commercial enterprise and You agree that all Cards issued to You will be used for business or commercial purposes only.

3.2 Eligibility. To establish an Issuing Account, You must (a) submit a complete application through Program Manager (or YourPlatform, if applicable), including any information needed to verify Your identity or the identity of Your Principal Owners; (b) agree to these Terms, as may be amended from time to time as set forth on the Issuing Bank’s website in accordance with applicable Law; (c) designate, via the Dashboard, an Administrator to act on Your behalf in connection with these Terms; and (d) establish an Asset Account.

3.3 Asset Account. You must open an Asset Account for purposes of supporting and securing the credit extended to You as part of the Program. The Asset Account will be maintained at a financial institution designated by Program Manager. You agree that Issuing Bank and Program Manager may view and verify the balance of the Asset Account at any time.

3.4 Identity Verification.You must provide information identifying You and Your Principal Owners, Administrators, Authorized Users, and representatives and other information requested by Issuing Bank, Program Manager, and/or YourPlatform (if applicable) from time to time in connection with the Program. Your failure to promptly provide requested information may result in the immediate suspension or termination of Your participation in the Program. Each time You provide such information, You represent and warrant that such information is true, accurate, complete, and current. You agree to keep all such information current and to notify Program Manager or YourPlatform of any change affecting You, the nature of Your business activities, or Your Principal Owners, Administrators, Authorized Users, or representatives. You acknowledge that Issuing Bank or Program Manager may use any information provided by You to screen and monitor You and Your Principal Owners from time to time in connection with the Program, including to determine whether You or any of Your Principal Owners or representatives is included on any U.S. Office of Foreign Asset Control (“OFAC”) or other governmental authority list. You represent, warrant, and agree that neither you nor your Principal Owners, or representatives are or will be subject to any Law or list of any governmental authority that prohibits or limits their participation in the Program.

3.5 Information from Third Parties. You authorize Issuing Bank, Program Manager, and Your Platform (if applicable) to retrieve information about You from third parties, including credit reporting agencies and information bureaus, and You authorize and direct such third parties to compile and provide such information to Issuing Bank, Program Manager, and Your Platform. Issuing Bank, Program Manager, and Your Platform may periodically update any information about You as part of their underwriting criteria and risk analysis procedures.

3.6 Identity Verification Disclosure.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING AN ISSUING 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 THIS MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, THE PROGRAM MANAGER OR YOUR PLATFORM, IF APPLICABLE, WILL ASK FOR THE NAME, ADDRESS AND EMPLOYER IDENTIFICATION NUMBER OF THE ACCOUNT OWNER AND THE NAMES, ADDRESSES, DATES OF BIRTH, AND OTHER INFORMATION CONCERNING EACH PRINCIPAL OWNER THAT WILL ALLOW THE PROGRAM MANAGER TO IDENTIFY THE ACCOUNT OWNER AND ITS PRINCIPAL OWNERS ON ISSUING BANK’S BEHALF. ISSUING BANK OR THE PROGRAM MANAGER MAY ALSO ASK TO SEE A COPY OF EACH PRINCIPAL OWNER’S DRIVER’S LICENSE OR OTHER IDENTIFICATION DOCUMENTS.

3.7 Approval. Following submission of Your application, the Issuing Bank will make a determination regarding Your eligibility to participate in the Program. This determination may be an approval, denial, or request for additional information. The Program Manager or Your Platform, as applicable, will communicate Issuing Bank’s determination on Your application through the Dashboard or by email. Issuing Bank reserves the right to decline to provide You an Issuing Account in its sole discretion, for any reason permitted by applicable Law.

4. Participating In, Managing, and Using the Program.

4.1 Cards and Issuing Account. All Cards issued to you are linked to your Issuing Account. Subject to this Issuing Agreement and the Program Manager Terms, Authorized Users may use Cards to initiate Card Transactions on your behalf. When Authorized Users make a Card Transaction, and Issuing Bank (or Program Manager on Issuing Bank’s behalf) approves it, Issuing Bank will extend credit to You to fund the Card Transaction, and You agree to repay Issuing Bank for the Card Transaction in accordance with these Terms. All Cards remain the property of Issuing Bank and must be returned upon request. Issuing Bank may cancel, revoke, repossess, or restrict the use of Cards at any time.

4.2 Authorized Users. You are responsible for providing the Authorized User Terms to your Authorized Users, and You must maintain records of your Authorized User’s acceptance of the Authorized User terms for two years. In addition, You are responsible for ensuring your Authorized Users comply with the terms of these Terms, the Program Manager Terms, and the Authorized User Terms. You are responsible for all acts and omissions of Your Authorized Users, including all use of Cards by Authorized Users. You may only impose liability on Authorized Users in connection with the Program as permitted by applicable Law. In any agreement between You and your Authorized Users, you must specify that any use of the Program or Issuing Account is on your behalf.

4.3 Administrators. You may appoint an Authorized User as an Administrator, as described in Program Manager Terms.

4.4 Restricted Businesses and Activities. You will not permit the Issuing Account or Cards to be used for any unlawful purpose, or for any personal, family, or household purposes. You will not permit the Issuing Account or Cards to be used in connection with any activities identified by Issuing Bank or Program Manager as a restricted business or activity (collectively, “Restricted Businesses”). Restricted Businesses include use of the Program and Cards in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including any lists published by OFAC. Issuing Bank and Program Manager may periodically add to or revise businesses designated as Restricted Businesses.

4.5 International Use.Issuing Bank reserves the right to prevent Cards from functioning outside of the fifty states of the United States and the District of Columbia. If Cards are used to make international Card Transactions, Issuing Bank will convert any charges made in a currency other than U.S. dollars into U.S. dollars. Issuing Bank (or Program Manager on Issuing Bank’s behalf) or the applicable Card Network will select exchange rates from a range of exchange rates available on the date the Card Transactions are cleared over the applicable Card Network; thus, the exchange rate on the clearing date may vary from the exchange rate at the time of the Card Transaction.

4.6 Account Statements. Your Card Transaction History and Account Statements will be available through the Dashboard.

4.7 Fees and Penalties. In addition to the rates and fees applicable to the Program, You will be responsible for any fees, penalties, or other amounts imposed in relation to Your Issuing Account or Cards. Fees, penalties, and other amounts may include periodic fees, foreign transaction fees, funds transfer fees, account maintenance fees, Card issuance or replacement fees, penalties for misuse, and penalties for late or failed payments.

4.8 Disputing Charges; Reporting Errors. Procedures for reporting errors or disputing card transactions are governed by the Program Manager Issuing Accountholder Terms.

4.9 Lost or Stolen Cards; Unauthorized Transactions.The Issuing Account is a commercial account and does not provide consumer protections for lost or stolen Cards or unauthorized Card Transactions. Until You report a Card as lost or stolen or You report an unauthorized Card Transaction, You are fully responsible for all Card Transactions, even if the Card is lost, stolen, or used for unauthorized Card Transactions. Contact the Program Manager’s or, if applicable, Your Platform’s customer service IMMEDIATELY if You believe: (a) a Card has been lost or stolen, (b) someone has gained unauthorized access to any account credentials, or (c) someone has transferred or may transfer funds from the Issuing Account without Your permission. Reporting a lost/stolen Card or unauthorized Card Transaction to the Program Manager by emailing issuing-support@stripe.com to deactivate the Issuing Account will help to minimize possible losses. If You have both a virtual and a physical Card and You report one of Your Cards lost or stolen, both Cards will be canceled and new Cards will be issued. Unless Issuing Bank (or Program Manager on Issuing Bank’s behalf) has authorized a Card Transaction after an Issuing Account is blocked, You are responsible for all unauthorized Card Transactions initiated and fees incurred from the unauthorized use of an Issuing Account.

4.10 Authorized Use. You are responsible for all Card Transactions initiated and fees incurred by use of an Issuing Account or Cards by your Authorized Users.If an Authorized User permits another person to have access to an Issuing Account or Card, Issuing Bank will treat this as if You authorized that person to use the Issuing Account or Card, and You will be liable for all Card Transactions and fees incurred by that person. You will further be responsible for any Card Transactions made and any fees incurred by an Authorized User even if the Authorized User exceeds the scope of the authority You granted to the Authorized User.

4.11 Complaint Handling. Procedures for handling complaints are governed by the Program Manager Terms.

4.12 Termination. Issuing Bank (or Program Manager on Issuing Bank’s behalf) may suspend or close Your Issuing Account or any Card, or terminate these Terms, at any time if Issuing Bank determines, in its sole discretion, that you:

(a) have failed to pay any Amounts Due in connection with use of the Programs; (b) have initiated a Card Transaction that would exceed or violate any limits established for your use of the Program, including the Total Spending Limit; or (c) pose an unacceptable regulatory, reputational, or financial risk as determined by Issuing Bank in its sole discretion.

4.13 Closing Your Issuing Account. You may close Your Issuing Account or any Card by providing notice to Program Manager at support-issuing@stripe.com or Your Platform (if applicable). You must pay all amounts owed under these Terms prior to closure.

5. Card Transactions

5.1 General. You may not make any Card Transactions that would cause You to exceed or violate any of the limits set forth in this Section 5. Initial or additional limits established by the Issuing Bank are disclosed when You are approved for an Issuing Account and are available on Your Dashboard. You are responsible for communicating any applicable limits or restrictions to Your Authorized Users.

5.2 Repayment Period. Payment is due each Business Day for all Card Transactions made on the prior Business Day. Payment may be made from Your Payment Source.

5.3 Total Spending Limit. Issuing Bank will establish Your Total Spending Limit for the Program, which will equal the amount of funds in Your Asset Account. You may increase or decrease Your Total Spending Limit by adding funds to, or removing funds from, Your Asset Account.

5.4 Available Spend. The Available Spend will equal the Total Spending Limit minus the amount of any outstanding unpaid amounts and holds on Your Cards. If payments on Your Cards are made from Your Asset Account, Your Available Spend will be decreased each Business Day by the amount of Card Transactions and other Amounts Due, until You load additional funds to Your Asset Account. If Your Asset Account is terminated for any reason or if the balance of Your Asset Account falls to zero, or if Issuing Bank (or Program Manager on Issuing Bank’s behalf) does not receive payment from an external Payment Source, Your Available Spend will be zero and You will not be able to initiate Card Transactions through Your Cards. It is important to monitor Your Available Spend. If Your Available Spend is insufficient to cover the Card Transaction amount, the Card Transaction will be declined.

5.5 Other Limits.

5.5.1 Limits Established by You. You may establish limits on the dollar amount of individual Card Transactions, the maximum number and aggregate dollar amount of Card Transactions in a given period, the number of Cards associated with Your Issuing Account, or the types of merchants with which Your Cards may be used to initiate Card Transactions, among others, through the Dashboard.

5.5.2 Limits Established by Issuing Bank. Initial or additional limits established by Issuing Bank are disclosed when You are approved for an Issuing Account and are available in your Dashboard or the Connect Platform-provided API. You are responsible for communicating any applicable limits or restrictions to your Authorized Users.

5.5.3 Additional Limits on Transactions. Issuing Bank (or Program Manager on Issuing Bank’s behalf) reserve the right to (a) decline to authorize any Card Transaction that would cause you to exceed any applicable limit; (b) decline to authorize Card Transactions at merchants characterized by a Card Network, Issuing Bank, or the Program Manager as prohibited or restricted merchants or Restricted Businesses; and (c) decline to authorize Card Transactions, reverse Card Transactions, and suspend Cards, if: (i) you breach these Terms applicable Law, or the Card Network Rules; (ii) Issuing Bank (or Program Manager on Issuing Bank’s behalf) reasonably suspects fraud; (iii) You file for dissolution or bankruptcy; (iv) You misrepresent a fact in your application, or use or maintain an Issuing Account using inaccurate or false information; or (v) You or Your Authorized Users pose an unacceptable regulatory, reputational, or financial risk to Issuing Bank.

5.6 Holds. Issuing Bank (or Program Manager on Issuing Bank’s behalf) reserves the right to place a hold on a Card and/or the associated Issuing Account for any Card Transaction. When You use a Card to initiate a Card Transaction at a hotel, restaurant, gas station, rental car company, and certain other merchants where the amount of the final Card Transaction is unknown at the time of authorization, a hold may be placed on the Your Issuing Account for an amount equal to or in excess of the final Card Transaction amount. When a hold is placed on the Your Issuing Account, the amount of the hold will reduce the Available Spend until the hold is released.

5.7 Repayment. You authorize Issuing Bank (or Program Manager, on Issuing Bank’s Behalf) to automatically debit or offset Amounts Due for Card Transactions and any other Amounts Due to Program Manager or the Issuing Bank from Your Payment Source(s) each Business Day. If You select a default Payment Source within Your Dashboard, Issuing Bank will initially seek repayment from Your default Payment Source. If the necessary funds are not available, Issuing Bank may collect payment from any other Payment Source. If You do not designate another Payment Source as the default, Issuing Bank will treat Your Asset Account as the default Payment Source.

6. Data Privacy and Use. Issuing Bank’s Privacy Policy (located at https://www.celticbank.com/privacy-policy) explains how and for what purposes Issuing Bank collects, uses, retains, discloses, and safeguards Personal Data provided to Issuing Bank in connection with the Program. You agree to review the terms of this policy, which may be updated from time to time and which form part of these Terms, to accept the terms of this policy, and to cause Authorized Users to accept the terms of this policy. You must obtain all necessary rights and consents to provide to Issuing Bank, and to allow Issuing Bank to collect, use, retain, and disclose, any data, including any Personal Data, in connection with the Program.

7. Use of Trademarks. If You choose to place a design, name, logo, and other trademark or service mark (the “User Marks”) on any materials related to the Program, You represent and warrant that You have, and during the term of these Terms will retain, all right, title, and interest in and to the User Marks necessary for Your proposed use of the User Marks. You grant to Issuing Bank and Program Manager, and their respective Affiliates, and any third party engaged by Issuing Bank or Program Manager, a fully paid-up, worldwide, non-exclusive license to use the User Marks on any Program materials during the term of these Terms. You may not use any design, name, logo, or other trademark or service mark of Issuing Bank. You will promptly provide further evidence of all right, title, and interest contemplated by this Section if requested by Issuing Bank or Program Manager.

8. Disclaimer. Issuing Bank does not make any express or implied representations or warranties regarding the Program, including any warranties of merchantability, suitability, or fitness for a particular purpose, or title to or non-infringement of any technology or intellectual property, or any warranties arising from a course of dealing, course of performance, or trade usage. Issuing Bank specifically disclaims all representations and warranties that Your Issuing Account, the Program, or the services provided by any third party will be error-free or uninterrupted, or that they will be compatible with, or operate in, any computer operating system, network or system configuration, or any other environment.

9. Disclaimer; Limitation of Liability; Unauthorized Use.

9.1 Disclaimer; Limitation of Liability. Neither Issuing Bank nor its Affiliates, employees, officers, directors, or service providers (each, an “Indemnified Party”) will be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, for any loss of profits,, for any personal injury or property damage, or for any other damages or losses arising out of,of Your use of the Program, even if such damages or losses are foreseeable or preventable,. No Indemnified Party will be liable for any damages, harm, or losses arising out of, relating to, or in connection with any hacking, tampering, or other unauthorized access to or use of Your Issuing Account, Cards, or the Program or Your failure to use or implement anti-fraud measures, security controls, or any other data security measures, (b) . To the extent any Indemnified Party is determined to be liable in connection with these Terms, You agree to limit any liability of the Indemnified Party to Your direct, documented damages, and You further agree that under no circumstances will any such liability exceed in the aggregate the amount of fees paid by You to the Indemnified Party during the three-month period immediately preceding the event that gave rise to Your claim for damages. These limitations on the liability of the Indemnified Parties will apply regardless of the legal theory on which any claim is based, including contract, tort (including negligence), strict liability, or otherwise.

9.2 Unauthorized Use. You and Your Authorized Users are responsible for securing Cards, Account Data, and Card security features (including the CVV and PIN). You are responsible for Charges, fees and penalties resulting from Your or Your Authorized Users’ failure to exercise reasonable care in safeguarding Cards from loss or theft, failure to promptly report loss or theft, and for all other Card Transactions on Cards issued to You. Additionally, to the extent permitted by applicable Law, if You or an Authorized User uses or allows someone else to use a Card or Account Data for any other purpose, You will be responsible for such use and may be required to incur expenses for such use. You understand that it is Your responsibility to monitor any suspicious or unauthorized activities on Your Issuing Account and each Card. You understand that, to the extent permitted by Law, You are liable for the unauthorized use of your Issuing Account and all Cards associated with your Issuing Account. It is Your responsibility to implement and use anti-fraud measures, security controls, and data security measures sufficient to safeguard Account Data. You understand that You may be liable for any unauthorized use of your Card. To the extent permitted by Law, Issuing Bank and Program Manager are not liable for, any damages, harm, or losses to You arising from or relating to unauthorized access or use of the Cards, Your Issuing Account, or Your failure to use or implement anti-fraud measures, security controls, or any other data security measures.

10. Indemnification. You will, at Your own expense, hold harmless, defend, protect, and indemnify each Indemnified Party from and against all losses, claims, breaches, suits, damages, liabilities, costs, charges, fines, penalties, reasonable attorneys’ fees, judgments, court costs and expenses, amounts paid in settlement, and all other liabilities of every nature, kind, and description, regardless of the form of action or legal theory, incurred by such Indemnified Party in connection with any action or threatened action, suit, claim, or proceeding, regardless of merit, brought by any third party, arising out of, relating to, or alleging: (a) any breach of any term, condition, obligation, representation, warranty, or covenant in these Terms; (b) any actual or alleged infringement, violation, or misappropriation of a third party’s intellectual property or proprietary rights; (c) any gross negligence, fraud or intentional misconduct; (d) any violation of Law or Card Network Rules by You or any violation of Law or the Card Network rules caused by You; or (e) any other acts or omissions, including the acts or omissions of You or Your Administrators or Authorized Users. This Section 10 does not and will not limit Your responsibility and liability for any other amounts for which You are responsible pursuant to any other provisions of these Terms.

11. Governing Law and Dispute Resolution.

11.1 Governing Law. Utah law, without regard to Utah’s conflict of law principles, will govern any disputes, claims, or controversies brought under these Terms, except as otherwise provided in Section 11.2.

11.2 Dispute Resolution; Agreement to Arbitrate.

11.2.1 Binding Arbitration: In the event that there is a dispute, claim or controversy arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of these Terms, and the determination of the scope or applicability of Your agreement to arbitrate any dispute, claim or controversy originating from these Terms, but specifically excluding any dispute principally related to any party’s intellectual property (which such dispute will be resolved in litigation before the United States District Court for the Northern District of California), will be determined by arbitration in San Francisco, California before a single arbitrator. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 (exclusive of interest, attorneys’ fees and arbitration fees and costs). Where no party’s claim exceeds $25,000 (exclusive of interest, attorneys’ fees and arbitration fees and costs), and in other cases in which the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply. The arbitrator will apply the substantive law of the State of California, exclusive of its conflict or choice of law rules. If the American Arbitration Association is no longer in business or refuses or declines to administer any dispute between the parties brought before it, any party may petition the United States District Court for the Northern District of California to appoint the arbitrator. Nothing in this paragraph will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to these Terms. Any party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested.

11.2.2 Service of Process: Each party irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in these Terms will affect the right of either party to serve process in any other manner permitted by Law.

11.2.3 Class Waiver: To the fullest extent permitted by Law, each of the parties agrees that any dispute arising out of or in connection with these Terms, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to these Terms or any of the transactions contemplated between the parties.

11.2.4 Provision of an Award: Subject to the limitations of liability identified in these Terms, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the State of California. In making a determination, the arbitrator will not have the authority to modify any term or provision of these Terms. The arbitrator will deliver a reasoned written decision with respect to the dispute (the “Award”) to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in San Francisco, California. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.

11.2.5 Fees: Each party will advance one-half of the fees and expenses of the arbitrators, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to these Terms, 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 legal fees awards will be offset.

11.2.6 Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except (a) as may be necessary to prepare for or conduct the arbitration hearing on the merits, (b) in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, (c) Issuing Bank’s disclosure of the Award in confidential settlement negotiations, or (d) as otherwise required by applicable Law. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by Law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

11.2.7 Conflict of Rules: In the case of a conflict between the provisions of this Section 11.2.7 and the rules governing arbitration identified in Section 11.2.1, the provisions of this Section 11.2.7 will prevail. If any provision of these Terms to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by Law and all the other provisions will remain valid and enforceable.

12. General.

12.1 Notices and Communications. You consent to accept notices and communications under these Terms electronically and understand that such notices and communications have the same legal effect as a physical signature. Issuing Bank and Program Manager (on Issuing Bank’s behalf) may send notices to You through the Dashboard, or to the email addresses or phone numbers maintained in Your Issuing Account.

12.2 Severability. If any provision of these Terms is determined by any court or governmental authority to be invalid, illegal, or unenforceable, these Terms will be enforced as if the unenforceable provision were not present and any partially valid and enforceable provision will be enforced to the extent that it is enforceable.

12.3 Assignment. Issuing Bank may transfer, sell, or assign Your Issuing Account, these Terms, or any other rights or obligations under these Terms. You may not transfer, sell, or assign Your Issuing Account, Cards, these Terms, or any other rights or obligations under these Terms without Issuing Bank’s prior written consent. Any assignment in violation of the foregoing will be null and void from the beginning.

12.4 Updates to these Terms and Related Matters. Issuing Bank may prospectively add to, delete, or amend these Terms or any documents referenced in these Terms at any time. Issuing Bank and Program Manager (on Issuing Bank’s behalf) reserve the right, subject to Law, to deliver to You any notice of changes to existing terms or the addition of new terms by notifying You through the Dashboard, by posting such changes on Program Manager’s website, or by providing notice of changes to You electronically, and Your continued use of the Program will constitute acceptance of any amended or new terms.

12.5 Term; Survival. These Terms will be effective as of the date You sign up to participate in the Program and will remain in effect until You pay all amounts owed to Issuing Bank and close Your Issuing Account. All provisions of these Terms that give rise to a party’s ongoing obligation will survive termination of these Terms.

12.6 Third-Party Beneficiary. The parties acknowledge and agree that Program Manager is a third-party beneficiary to these Terms and is entitled to the rights and benefits stated within.