Beta

Last Updated: May 11, 2021

These Payout Card Program Terms and Conditions (these "Terms") represent an agreement between each Account Owner and Bank that governs the Payout Card Program (each term as defined below). 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.

1. DEFINITIONS.

"Access Information" means collectively a PIN, online user name, password, challenge questions, and any other security information used to access the Card Account.

"Account Owner" or "you" or "your" means the entity that has qualified for and established a Card Account (See Section 5.2 -- Qualifying For and Establishing Card Accounts).

"Authorized User" means any designated person authorized by the Business Administrator to use a Card and the Card Account on Account Owner's behalf.

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

"Business Administrator" means any designated person authorized by the Account Owner to administer the Card Account and associated Cards and/or act on Account Owner's behalf in connection with these Terms, including without limitation designating Authorized Users, and setting Card Account limitations for the Authorized Users (See Section 5.2 -- Qualifying for and Establishing Card Accounts).

"Card" means a commercial prepaid card issued by Bank in connection with the Payout Card Program through which you or one of your Authorized Users can obtain access to funds associated with their Card Account. Each reference to "Card" also shall include "Cards." A Card may be a virtual card represented by a 16-digit account number and a physical card embossed with the same 16-digit number. Each reference to "Card" also shall include all "Cards" provided to Authorized Users.

"Card Account" means the records maintained by Bank for each Card and any associated accounts maintained at the Bank by Bank or SPC on behalf of Account Owners.

"Card Network" means the payment card network operated by Visa International, Incorporated or Mastercard Incorporated.

"Card Network Rules" means the operating rules and regulations of the Visa International, Incorporated or Mastercard International payment networks.

"Payout Account" means the omnibus prepaid account that SPC maintains for the benefit of Account Owners and through which Account Owners hold Payout Funds.

"Payout Card Program" means the Program provided through these Terms that permits Account Owners to request and receive physical and virtual Cards and provide such Cards to Authorized Users, and allow Authorized Users to use such Cards to initiate Card transactions, all in accordance with and subject to these Terms.

"Payout Funds" mean the funds of the Account Owner used for loading and reloading Account Owner's Card Account.

"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.

"Program Manager" means Stripe, Inc.

"SPC" means Stripe Payments Company, a Delaware corporation.

"Stripe API" means the electronic interface and hosted account management tools provided by the Program Manager to Account Owner to access and manage Account Owner's participation in the Payout Card Program.

"Territory" means the 50 states of the United States of America and the District of Columbia.

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

2. ACTIVATING THE CARD.

AN AUTHORIZED USER OR ACCOUNT OWNER CANNOT USE A CARD ACCOUNT TO PERFORM TRANSACTIONS UNTIL THE BUSINESS ADMINISTRATOR HAS ACTIVATED THE CARD ACCOUNT PURSUANT TO THESE TERMS. BY ACTIVATING A CARD ACCOUNT, BY ACTIVATING EITHER A VIRTUAL OR PHYSICAL CARD, OR BY PARTICIPATING IN THE PAYOUT CARD PROGRAM IN ANY WAY, THE BUSINESS ADMINISTRATOR OR ACCOUNT OWNER REPRESENTS THAT THEY HAVE READ AND UNDERSTAND THESE TERMS AND THEY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS PLEASE VISIT WWW.STRIPE.COM/ISSUING/PAYOUT-CARD-SUTTON-TERMS/LEGAL (THE "WEBSITE") TO VIEW, PRINT, AND SAVE THESE TERMS.

3. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A CARD 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 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 OUR BEHALF. WE OR THE PROGRAM MANAGER MAY ALSO ASK TO SEE A COPY OF EACH PRINCIPAL OWNER'S DRIVER'S LICENSE OR OTHER IDENTIFICATION DOCUMENTS.

4. COMMUNICATIONS

All communications regarding your Card Account and the Program will be communicated to Account Owners and Business Administrators on our behalf by the Program Manager.

5. CARD ACCOUNT TERMS.

5.1 Business Administrators. By designating any individual as a "Business Administrator," Account Owner acknowledges and agrees that the actions or omissions of any Business Administrator shall be taken on Account Owner's behalf and Account Owner shall be fully responsible and liable for such actions or omissions as if they were the actions or omissions of Account Owner. Business Administrator's obligations in these Terms shall be deemed to be obligations of Account Owner.

5.2 Qualifying for and Establishing Card Accounts.

5.2.1 Eligibility. In order to establish a Card Account, an Account Owner must:

(i) designate, via the Stripe API, a Business Administrator to act on Account Owner's behalf in connection with these Terms and authorize the Business Administrator to otherwise administer the Card Account;

(ii) agree to these Terms, as may be amended from time to time as set forth on the Website in accordance with applicable law; and

(iv) provide the Program Manager with the information requested to verify the identity of the Account Owner and its Principal Owners (as applicable).

5.2.2 Account Owner's Representation and Warranties. By requesting, activating or using a Card or by retaining, using or authorizing the use of the Card, Account Owner represents and warrants to us that:

(i) 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;

(ii) Account Owner is duly organized, validly existing and in good standing under the laws of the state in the United States of its formation;

(iii) Account Owner is duly qualified and in good standing to do business in all jurisdictions where Account Owner conducts its business;

(iv) Account Owner has all necessary organizational power and authority to establish the Card Account, enter into these Terms, and to perform all of the obligations to be performed by it under these Terms;

(v) the personal and business information that Account Owner provides to the Program Manager in connection with the Card Account is true, correct and complete;

(vi) the individual accepting and agreeing to these Terms for Account Owner has the requisite corporate authority to accept and agree to the Terms on the Account Owner's behalf;

(vii) the Business Administrator designated by 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);

(viii) Account Owner authorizes the Business Administrator to authorize each Authorized User to use the Card Account;

(ix) Account Owner has provided Business Administrator with a copy of these Terms and Business Administrator accepts and agrees to be bound by and to comply with them; and

(x) the Card Account will only be used for business purposes and not be used for personal, family or household purposes.

5.3 Transaction Requirements. Transactions approved and processed with the Card may only be used to purchase goods and services for business purposes and not for personal, family or household purposes.

5.4 Authorized User Eligibility and Consents. Prior to distributing a Card Account to an Authorized User, 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); and (ii) 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 (or your Program Manager on our behalf) may request from time to time (collectively, "User Information"). Account Owner shall be fully responsible for the charges and other activities of the Authorized Users. Account Owner represents and warrants that all information, including User Information, provided to the Program Manager about itself or its Authorized Users from time to time is truthful, accurate, current, and complete. Account Owner agrees to promptly notify us (or your Program Manager on our behalf) in writing of changes to any User Information. When a Business Administrator notifies us or the Program Manager to revoke such permission, we will close the Card Account and the Account Owner and any Authorized User may no longer use the Card Account.

5.5 Revocation of Authorized User Privileges. A Business Administrator must modify the settings on the Stripe API or email support-payoutcard@stripe.com to revoke permission for an Authorized User to use the Card Account. Any revocation of such permission will be effective only after the Program Manager has a reasonable period of time to process the change.

5.6 Revocation of Business Administrator Privileges. Account Owner must modify the settings on the Stripe API or email support-payoutcard@stripe.com to revoke permission for any Business Administrator to administer the Card Account. Any revocation of such permission will be effective only after the Program Manager has a reasonable period of time to process the revocation.

5.7 Card. The Card is a prepaid transaction debit card issued by the Bank. The Card is not a credit card. The Card is not a gift card. The Card remains the property of the Bank and must be returned upon the Program Manager's request. To the extent permitted by applicable law, the Program Manager, on behalf of Bank, may cancel, repossess, or revoke the Card at any time without prior notice. The Card cannot be redeemed for cash. The Card is not for resale and may not be transferred or assigned. You acknowledge and agree that when you have both a virtual Card and a physical Card that both Cards access the same Card Account.

5.8 Card Account and Funding. You acknowledge and agree that the value available in your Card Account is limited to the funds that have been added to your Card Account and that your Card Account will be loaded and reloaded by the Program Manager using your Payout Card Account. You will not receive any interest on the funds in your Card Account.

5.9 Activating Your Card. Business Administrator must activate each Card before it can be used. In the case of a physical Card, your Program Manager will provide instructions on how to select a PIN for the Card (See Section 5.11 -- Card & PIN Security for additional information).

5.10 Fees. There are no fees imposed by Bank associated with the use of your Card.

5.11 Card and PIN Security. When selecting a PIN for a physical Card, Business Administrator should not use numbers or words that appear in the Authorized User's or Account Owner's wallets (e.g., their date of birth, address, or social security number). Business Administrator and Authorized Users must not share Card PINs with anyone. Account Owners and Authorized Users must not write the PIN on a Card or keep it in the same location as the Card. Account Owners and your Authorized Users should treat the Card with the same care as cash. Always protect the Card and keep it in a safe place. Do not send a Card number in an email or text message. Make sure Card and Access Information are secured with encryption when used to perform transactions over the Internet or wireless networks.

5.12 Lost or Stolen Card or Compromised PIN. The Card Account is a commercial Card Account and does not provide consumer protections for lost or stolen Card Accounts or unauthorized transactions. Treat the Card Account like cash. Until a Business Administrator, Account Owner or Authorized User reports a Card to the Program Manager in accordance with Program Manager's Payout Card Procedures https://stripe.com/docs/issuing as lost or stolen or reports an unauthorized transaction on a Card Account, Account Owner is fully responsible for all transactions, even if the Card is lost, stolen or used for unauthorized transactions. Contact your Program Manager via the Stripe API or by emailing support-payoutcard@stripe.com IMMEDIATELY if a Business Administrator, Account Owner or Authorized User believes: (a) a Card 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 Card Account without an Account Owner's or Authorized User's permission. Reporting a lost/stolen Card or unauthorized transactions to your Program Manager via the Stripe API or by emailing support-payoutcard@stripe.com to deactivate the Card Account is the best way 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 we have authorized a transaction after a Card Account is blocked (See Section 5.26 -- Our Liability to Account Owner), Account Owner is responsible for all unauthorized transactions initiated and fees incurred from the unauthorized use of a Card Account. Failure to promptly notify us could result in the Account Owner losing ALL of the money in the Card Account and associated Payout Account.

5.13 Using Your Card. The Card Account may not be used for cash back at the point-of-sale and may not be used for business payroll payments. An Authorized User may use a Card to make purchases at any merchant that accepts debit cards of any Card Networks in which the Bank participates, subject to the Payout Account Available Balance, your Card Account balance, the transaction limits and transaction restrictions outlined below, and the other terms and condition of this Agreement. If an Authorized User uses a Card number without presenting the Card (such as for a mail order, telephone, or Internet purchase), the legal effect will be the same as if the Authorized User used the Card itself. Each time an Authorized User uses the Card, you and the Authorized User authorize us to reduce the value available in your Card Account by the amount of the transaction and any applicable fees. An Authorized User is not allowed to exceed the amount of the available funds in your Card Account through an individual transaction or a series of transactions. Nevertheless, if a transaction exceeds the amount of available funds in your Card Account, you will be fully liable to Bank for the full amount of the transaction and any applicable fees. The Program Manager may refuse to process a transaction, or temporarily "freeze" a Card Account and attempt to contact a Business Administrator if it notices transactions that are unusual or appear suspicious, or use of the Card Account that is not consistent with its intended use.

5.14 Merchant Holds on Available Funds. When an Authorized User uses the Card or Card number to initiate a transaction at certain merchant locations, websites, or mobile applications 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 Card 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 the 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, the Account Owner and Authorized User will not have access to the funds subject to the hold. Please be advised that an Authorized User may experience difficulties using a physical Card at unattended vending machines, kiosks, and gas station pumps. If a physical Card is declined at a "pay at the pump" gas station even though you have sufficient funds available, the Authorized User should pay for the purchase inside with the cashier. An Authorized User may not use a virtual Card for making purchases at any vending machines, kiosks or gas station pumps.

5.15 Transaction Limits. The maximum amount that can be spent using your Card Account is limited to the lower of: (a) the limits set by your Business Administrator, (b) the limits set forth by Bank or your Program Manager, or (c) an amount equal to the amount of funds available in your Payout Account from time to time minus the amount of any Card transactions that have not cleared and settled and any holds on Cards associated with Account Owner's Payout Account (the "Payout Account Available Balance"). The Bank's current limits are: $3,000 per Card transaction, $5,000 in Card transactions per day, and $10,0000 in aggregate Card transactions per month. If your Card is eligible for ATM withdrawals, the maximums that can be withdrawn via an ATM using your Card are: $500 per Card Transaction, $1,000 per day, and $2,000 per month. In order to protect your Card Account, the Program Manager may temporarily impose limits on the dollar amount, number, and type of transactions performed using your Card Account and the associated Cards. 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 Card Accounts.

5.16 Transaction Restrictions. You may not use your Card for online gambling or illegal transactions. A Business Administrator may restrict transactions based on Merchant Category Code or Merchant ID. The Program Manager may refuse to process any transaction it believes violates the terms of this Agreement.

5.17 Responsibility for Authorized Transactions. Account Owner is responsible for all transactions initiated and fees incurred by use of a Card Account. If a Business Administrator or an Authorized User permits another person to have access to a Card Account Card number, we will treat this as if the Business Administrator has authorized that person to use the Card Account, and Account Owner will be liable for all transactions and fees incurred by that person, even if they exceed the authorization granted. 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 Account Owner.

5.18 Account Balance and Split Transactions. It is important to know the amount of your Payout Account Available Balance before performing a transaction with a Card. If there are not sufficient funds in your Payout Account Available Balance to cover the transaction amount, the transaction will be declined. If the Account Owner does not have sufficient funds in your Payout Account Available Balance to cover the full transaction amount, the Authorized User can request that the merchant charge a part of the purchase to the Card and pay the remaining amount with cash or another Card Account. These are called "split transactions." Some merchants do not allow cardholders to conduct split transactions. Account Owner acknowledges and agrees that the funds available to perform transactions are limited to the available funds that have been added to the Payout Account or Card Account or are available to fund the Card Account through the Payout Account and are not subject to a hold. Authorized User is not authorized to use any funds added to the Payout Account or Card Account in error. Any transaction that could create a negative balance for the Payout Account or Card Account is not permitted, but may occur in limited circumstances. Adjustments may be made to the Payout Account and/or Card Account to reverse an error, reflect a merchant adjustment, or resolve a dispute regarding a transaction posted to the Card Account. These processing and adjustment entries could cause your Card Account and/or Payout Account to have a negative balance. If a Card Account and/or Payout Account has a negative balance, Account Owner agrees: (a) that the balance of the Card Account and/or Payout Account, as applicable, can be adjusted to reflect that amount; (b) that we may automatically apply any subsequent deposits to the Card Account or Payout Account, as applicable, to satisfy the negative balance and (c) to pay us (or your Program Manager, if related to the Payout Account) on demand by a personal check, money order, or other payment method authorized by us (or your Program Manager, if related to the Payout Account) for the amount of the negative balance. If no future funds are added to the Card Account or Payout Account, as applicable, we (or your Program Manager, if applicable) may send 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 the address stated in the applicable notice.

5.19 Transaction History. A Business Administrator or Account Owner may obtain information about the available funds in the Card Account and a 60-day history of the Card Account transactions on the Stripe API.

5.20 Account Alerts. If a Business Administrator or Account Owner provides an email address to the Program Manager, the Program Manager will send the Business Administrator and Account Owner important notices via email about the Card Account. In addition, if a Business Administrator or Account Owner provides mobile phone number or other text message addresses to the Program Manager, the Business Administrator and Account Owner expressly consent to receive text messages relating to the Card Account at that number or address. The Business Administrator and Account Owner 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.

5.21 International Use; Transactions in Foreign Currencies. Any use of your Cards outside of the Territory will be consistent with applicable law, including any sanctions laws, and the Card Network Rules. If an Authorized User makes a purchase using your Card in a currency other than in U.S. dollars, the amount of the transaction will be converted by the applicable Card Network into U.S. dollars for settlement purposes. The applicable exchange rate will be selected by the applicable Card Network from the range of rates available in wholesale currency markets for the applicable central processing date, which may vary from the rate the applicable Card Network 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.

5.22 Receipts. An Authorized User should get a receipt from the merchant for each Card transaction. Business Administrator or Account Owner agrees to retain, verify, and reconcile your Card transactions and receipts.

5.23 Refunds and Disputes. An Account Owner will not receive cash refunds for Card transactions. If a merchant gives an Account Owner 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 your Payout Account. Neither Bank nor the Program Manager is responsible for the delivery, quality, safety, legality, or any other aspects of goods or services that the Account Owner or Authorized User purchases with a Card. All such disputes must be addressed and handled directly with the merchant from whom those goods or services were purchased.

5.24 Replacement Cards. The expiration date of each virtual Card is identified in the Stripe API. The expiration date of each physical Card is identified on the back of the Card. Upon expiration of a Card, if the Account Owner's Card Account is in good standing, the Bank, at the Program Manager's direction, will issue new Cards for that Account Owner and any Authorized Users. Bank, upon the Program Manager's direction, may also issue a new Card to an Account Owner or an Authorized User when the Card expires even if the Account Owner has no funds in its Card Account. If an Account Owner or Authorized User needs to replace its Card for any reason, please contact a Business Administrator, who in turn should contact the Program Manager's Customer Service. Account Owner, Business Administrator, and Authorized Users will need to provide certain information so the Program Manager can verify your identity.

5.25 Our Liability to Account Owner. If we (or the Program Manager on our behalf) do not complete an electronic fund transfer to or from a Card Account on time or in the correct amount according to these Terms, we may be liable to Account Owner for the losses or damages. However, there are some exceptions. We will not be liable if: (a) Authorized User does not have enough available funds in the Card Account or funding for the Card Account in the Payout Account to perform the transaction; (b) circumstances beyond our or the Program Manager's 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 and/or the Program Manager; (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 Card Account or, if applicable, the Payout Account, are subject to legal process or are otherwise not available for transactions; (e) the merchant refuses to accept a Card Account; (f) access to a Card Account has been blocked after a Business Administrator or Authorized User reported a Card lost or stolen; or (g) we have reason to believe the transaction is unauthorized.

5.26 Errors or Questions About Your Card Account Transactions. Contact the Program Manager by email at support-payoutcard@stripe.com as soon as Account Owner can if Account Owner thinks an error has occurred involving your Card Account. Your Program Manager must hear from you no later than 60 days after the earlier of the date the Account Owner electronically accesses your Card Account, if the error could be viewed in your electronic transaction history, or the date the Program Manager sent the FIRST written transaction history on which the error appeared. When Account Owner sends notification of an error involving your Card Account, Account Owner will need to tell us: (a) Account Owner's name, your name and Card number; (b) why Account Owner believes there is an error and the dollar amount involved; and (c) approximately when the error took place. Program Manager will review the information submitted in a commercially reasonable manner and provide possible Card Account credits in accordance with Program Manager's Payout Card Procedures {https://stripe.com/docs/issuing}. Because the Payout Card Program implements a commercial product, 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 you need more information about our error resolution process, contact Program Manager at support-payoutcard@stripe.com.

5.27 Assignment. To the extent permitted by applicable law, we may assign these Terms without obtaining Account Owner's or Authorized Users' consent. Neither Account Owner, nor Business Administrator, nor any Authorized User may assign or transfer a Card, your Card Account, or these Terms without our prior written consent.

5.28 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.

5.29 Amendment; Beta Services. You acknowledge that the Payout Card Program is being initially offered to you in a "beta" or "limited availability" phase ("Beta Payout Card Program"). For that reason, we and the Program Manager reserve the right to change, discontinue, and/or modify features and benefits of the Beta Payout Card Program, and even discontinue your access to the Beta Payout Card Program if we or the Program Manager reasonably believe a change, modification or termination to be necessary or appropriate. We may add to, delete, or amend this Agreement at any time in our sole discretion without providing notice to Account Owner, a Business Administrator, or Authorized User subject to applicable law. We reserve the right, subject to applicable law, to deliver to 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 Website or delivering notice of changes to Account Owner electronically. By continuing to participate in the Program, Account Owner, Business Administrator, and Authorized Users consent to be bound by the updated Terms.

5.30 Entire Terms. These Terms constitute the entire and sole agreement between Account Owner and us with respect to the Program and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Program.

5.31 Cancellation and Suspension. To the extent permitted by applicable law, we or the Program Manager may cancel or suspend a Card, your Card Account, or this Agreement immediately, for any reason, and without notice to Account Owner, Business Administrator, or any Authorized User. Account Owner may cancel a Card, your Card Account, or this Agreement at any time by notifying your Program Manager. Cancellation or suspension of this Agreement will not affect any of our rights or Account Owner's, Business Administrator's, or any Authorized User's obligations arising under this Agreement prior to such cancellation or suspension. In the event that your Card Account is cancelled, closed, or terminated for any reason, Account Owner may request the unused balance to be returned to Account Owner via a check to the mailing address we have in our records.

5.32 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.

5.33 Indemnification. At our request, 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 Account Owner's, Business Administrator's, or any Authorized Users' violation of these Terms, applicable law, or any third-party rights or Account Owner's, Business Administrator's, or any Authorized Users' fraud or willful misconduct. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by Account Owner, in which event Account Owner will cooperate in asserting any available defenses.

5.34 NO WARRANTY OF AVAILABILITY OR UNINTERRUPTED USE. From time to time, services related to the Program may be inoperative. When this happens, Authorized Users may be unable to use the Card or obtain information about the Card. Please notify your Program Manager if you have any problems using the Card. You 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.

5.35 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 Cards, your Card 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 Cards, your Card Accounts, any products or services purchased using Card Accounts, or this Agreement (as well as any related or prior agreement that Account Owner, Business Administrator, or Authorized Users may have had with us).

5.36 NOTIFICATION OF CHANGES. If your U.S. mail or postal address, or email address or telephone number changes, you must notify your Program Manager immediately. Failure to do so may result in information regarding the Card or Card Account being delivered to the wrong person or your transactions being declined. In that event, we shall not be responsible for any resulting misuse of funds available in the Card Account. You must notify your Program Manager immediately in the event of the insolvency, receivership, conservatorship, bankruptcy, reorganization or change in Principal Owners. Your Card Account may be terminated by us in the event a change of control, reorganization, restructuring, conversion, consolidation, division or merger of a Principal Owner.

5.37 DISPUTE RESOLUTION BY BINDING ARBITRATION. For any and all controversies, disputes, demands, claims, or causes of action between 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 5.38 and the arbitrability of the controversy, dispute, demand, claim, or cause of action) relating to the Program, Card Accounts, or these Terms (as well as any related or prior agreement that Account Owner may have had with us), 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 5.38. 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" includes any third party providing any product, service, or benefit in connection with the Card Accounts or these Terms (as well as any related or prior agreement that 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 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 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.

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 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 5.36 (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.

Account Owner understands and agrees that, by agreeing to these Terms:

- YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and
- YOU ARE GIVING UP YOUR RIGHT TO HAVE A COURT RESOLVE ANY DISPUTE BETWEEN US.

This Section will survive termination of the Card Account or these Terms as well as any voluntary payment of any debt in full by Account Owner or bankruptcy by Account Owner, or any bankruptcy by us. 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.