Last Updated: September 16, 2025

These Cross River Bank Issuing Bank Terms (“Issuing Bank Terms” or “Terms”) form a legal agreement between Cross River Bank (“Issuing Bank”) and the entity that has applied and qualified for the Program (as defined below) and established a Card Account (as defined below) (“you” or “your”). Stripe, Inc. (“Stripe”) is the program manager appointed by Issuing Bank for the Program. If you are a Connected Account, the platform provider listed in your Card Program Terms (your “Platform Provider”) will give you access to the Program. These Issuing Bank Terms may be updated or amended from time to time.

These Issuing Bank 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 Card Account.

WHEN YOU APPLY FOR A CARD ACCOUNT, ACTIVATE A CARD, OR OTHERWISE PARTICIPATE IN THE PROGRAM IN ANY WAY, YOU REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE ISSUING BANK TERMS.

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS ARE SUBJECT TO MANDATORY ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT AND A WAIVER OF CLASS ACTION AND JURY PROVISION.

1. DEFINITIONS

As used in these Terms, the following definitions apply.

“Account Data” means personal or business information that you provide to Issuing Bank (through your Platform Provider or Stripe) relating to the Program, including any information associated with eligibility criteria, your Card Account, Cards (including CVVs and PINs), Authorized Users, Card Transactions, access credentials, records, regulatory compliance data, and any other information used or generated in relation to the Program.

“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.

“Authorized User” means any person you authorize to use Cards and make purchases and other Card Transactions on behalf of your business, including but not limited to your individual employees, independent contractors, 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 Balance” means the aggregate dollar amount available for Card Transactions on all Cards. Available Balance is equal to your Card Account balance minus the amount of any holds on your Cards and any other outstanding unpaid amounts.

“Card” means a commercial prepaid card issued by Issuing Bank in connection with the Commercial Prepaid Card Program through which you or one of your Authorized Users can obtain access to funds associated with a Card Account.

“Card Account” means the records maintained by Issuing Bank for each Card and any associated accounts maintained at the Issuing Bank by Issuing Bank or SPC on your behalf, including the transaction account maintained by Issuing Bank and debited for each Card Transaction.

“Card Network” means a payment card network, including the network operated by each of Visa, Mastercard, American Express and Discover.

“Card Network Rules” means the guidelines, bylaws, rules and regulations published by a Card Network.

“Card Program Terms” means (a) the Stripe Issuing Terms - Accountholder available at https://stripe.com/legal/ssa#legal-ssa-stripe-issuing, and (b) if you are a Connected Account (or if you otherwise participate in the Program through a Platform Provider), any other Program terms your Platform Provider provides to you.

“Card Transaction” means a transaction to make a payment with a Card or to obtain cash at an automatic teller machine (ATM).

“Commercial Prepaid Account” means the omnibus prepaid account that SPC maintains for your benefit at Issuing Bank or another depository institution and through which you hold Commercial Prepaid Funds. The terms governing your Commercial Prepaid Account can be found in the SPC Terms at https://stripe.com/legal/spc and any other applicable services terms provided to you by Stripe or any Affiliates.

“Commercial Prepaid Card Program” or the “Program” means the program provided through these Terms that permits you 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.

“Commercial Prepaid Funds” mean your funds used for loading and reloading your Card Account.

“Connected Account” has the meaning given in the Stripe Services Agreement.

“Dashboard” means the Platform Provider’s or Stripe’s accountholder interface.

“IP Rights” has the meaning given in the Stripe Services Agreement.

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

“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.

“Principal Owner” 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.

“SPC” means Stripe Payments Company, a Delaware corporation, which is a Stripe Affiliate and a licensed money transmitter in relevant jurisdictions.

“Stripe Issuing Program Guidelines” means all product design, marketing, compliance, reporting, and other guidelines and requirements Stripe and Issuing Bank establish related to the Program, as updated from time to time, including the guidelines available at https://stripe.com/docs/issuing/compliance-us.

“Territory” means the United States and its territories.

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

2. OVERVIEW OF THE PROGRAM

2.1. General. The Card Account is a prepaid card account. Through the Program and subject to these Issuing Bank Terms, you may request and receive Cards issued by Issuing Bank and allow the use of such Cards by Authorized Users to initiate Card Transactions. Issuing Bank will issue each Card to you subject to a license from the applicable Card Network and your compliance with these Issuing Bank Terms. Stripe will provide the Program services (directly or through a Platform Provider) and will manage the opening of a Card Account, the issuance of Cards by Issuing Bank, and the provision of such Cards to Authorized Users. As the issuer of Cards, Issuing Bank must enter into an accountholder agreement with you, and these Issuing Bank Terms constitute your accountholder agreement with Issuing Bank.

2.2. Stripe as Program Manager. Stripe will facilitate your access to and use of a Card Account (directly or through your Platform Provider) and will perform certain related software, account management, and processing services on Issuing Bank’s behalf, as further described in the Card Program Terms. The Card Program Terms supplement these Terms. In the case of any conflict between the Card Program Terms and these Terms, these Terms will govern.

2.3. Communications. Stripe or, if applicable, your Platform Provider, will make all communications to you regarding your Card Account and the Program.

3. APPLICATION AND CARD ACCOUNT OPENING

3.1. Card Account Use for Business Purposes. The Program is only available for business purposes. Any use of the Program for personal, family or household purposes may result in immediate termination of your participation 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 purposes only.

3.2. Eligibility. To establish a Card Account, you must (a) submit a complete application through Stripe or, if applicable, your Platform Provider, including any identity verification information described herein; (b) agree to these Terms; and (c) agree to any applicable Card Program Terms. Issuing Bank, in its sole discretion and for any reason allowed by Law, reserves the right to decline to provide you with a Card Account.

3.3. Identity Verification. You must provide information identifying you and your Principal Owners, Administrators, Authorized Users, and representatives, and other information requested by Issuing Bank, Stripe, and if applicable, your Platform Provider. Your failure to promptly provide requested information may result in your immediate suspension or termination from 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 Stripe or, if applicable, your Platform Provider 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, Stripe and, if applicable, your Platform Provider, 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.

3.4. Identity Verification Disclosure. 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, STRIPE OR, IF APPLICABLE, YOUR PLATFORM PROVIDER WILL ASK FOR YOUR NAME, ADDRESS AND EMPLOYER IDENTIFICATION NUMBER AND THE NAMES, ADDRESSES, DATES OF BIRTH, AND OTHER INFORMATION CONCERNING EACH PRINCIPAL OWNER THAT WILL ALLOW STRIPE AND, IF APPLICABLE, YOUR PLATFORM PROVIDER TO IDENTIFY YOU AND YOUR PRINCIPAL OWNERS ON ISSUING BANK’S BEHALF. ISSUING BANK, STRIPE, AND, IF APPLICABLE, PLATFORM PROVIDER MAY ALSO ASK TO SEE A COPY OF EACH PRINCIPAL OWNER’S DRIVER’S LICENSE OR OTHER IDENTIFICATION DOCUMENTS.

3.5. Approval. After you submit your application, Issuing Bank will assess your eligibility for the Program, which could result in approval, denial, or a request for additional information. Stripe or, if applicable, your Platform Provider, will notify you of Issuing Bank's decision via the Dashboard or email. Issuing Bank, in its sole discretion and for any reason allowed by Law, reserves the right to decline to provide you with a Card Account. Following approval of your application, you must provide any additional information that Issuing Bank (or Stripe on Issuing Bank’s behalf) requests.

3.6. Your Representation and Warranties. By requesting, activating or using a Card Account, or by retaining, using or authorizing the use of the Card, you represent and warrant that:

(a) You are duly organized, validly existing and in good standing under the laws of the state in the United States of your formation;

(b) You are duly qualified and in good standing to do business in all jurisdictions where you conduct your business; and

(c) You have all necessary organizational power and authority to establish the Card Account, enter into these Terms, and perform all of the obligations to be performed by it under these Terms.

4. USING YOUR CARD ACCOUNT

4.1. Card. The Card is a commercial prepaid debit card issued by Issuing Bank. The Card is not a credit card. The Card is not a gift card. 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. The Card remains the property of Issuing Bank and must be returned upon request. To the extent permitted by Law, Issuing Bank may cancel, repossess, or revoke the Card at any time without prior notice.

4.2. Card Account and Funding. You acknowledge and agree that the value available in your Card Account is limited to the Available Balance and that your Card Account will be loaded and reloaded by Stripe using your Commercial Prepaid Account. You may add funds to the Commercial Prepaid Account as permitted by Stripe from time to time, including by bank account transfer via the Automated Clearinghouse Network or by credit or debit card payment. You will not receive any interest on the funds in your Card Account. The Card Account will be maintained by Issuing Bank as a depository institution, and will be debited for each Card Transaction. There is no minimum balance to open and maintain a Card Account.

4.3. Activating Your Card. The Administrator must activate each Card before it can be used. In the case of a physical Card, Stripe will provide instructions on how to select a PIN for the Card.

4.4. Authorized Users. At your request, Issuing Bank may issue Cards to Authorized Users. Authorized Users do not have Card Accounts with Issuing Bank, but they may make Card Transactions on your Card Account subject to the terms of these Issuing Bank Terms, the Card Program Terms and the Authorized User Terms.

(a) Authorized User Terms; Terms of Service Compliance. Unless you are a Connected Account, you are responsible for providing the Authorized User Terms to your Authorized Users and recording acceptance of the Authorized User Terms in the manner described in the Stripe Issuing Program Guidelines. In addition, you are responsible for ensuring your Authorized Users comply with these Terms, the Card Program Terms, and the Authorized User Terms.

(b) Responsibility for Authorized Users. You are responsible for all use of Cards by Authorized Users. If an Authorized User permits another person to have access to the Card Account or a Card, Issuing Bank will treat this as if you authorized that person to use the Card Account or Card, and you will be liable for all Card Transactions and fees incurred by that person. You must not require that Authorized Users be liable for any transactions, fees or any other obligations in connection with the Program, except as Law permits.

4.5. 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 Issuing Bank participates, subject to the Available Balance, the transaction limits and transaction restrictions outlined below, and these Terms. 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 Issuing Bank to reduce the Available Balance by the amount of the Card Transaction and any applicable fees. An Authorized User is not allowed to exceed the Available Balance through an individual Card Transaction or a series of transactions. Nevertheless, if a Card Transaction exceeds the Available Balance, you will be fully liable to Issuing Bank for the full amount of the transaction and any applicable fees. Stripe or Issuing Bank may refuse to process a Card Transaction, or temporarily “freeze” a Card Account if either Stripe or Issuing Bank notices unusual or suspicious activity with respect to the Card Account, determines use of the Card Account may violate Law or Card Network Rules or is inconsistent with these Terms or its intended use, or believes the Card Transaction or use of the Card Account poses an unacceptable risk to Issuing Bank, Stripe or any third party, in each case subject to Law.

4.6. Replacement Cards. If you need to replace Card(s) for any reason, you can submit a request through the Dashboard. Before Issuing Bank issues new Card(s), you and, if applicable, your Authorized User(s), will need to provide certain information so Stripe can verify identity.

4.7. Restricted Businesses and Activities. You will not permit the Card Account or Cards to be used for any unlawful purpose, or to be used in connection with any activities identified by Issuing Bank, Stripe, or, if applicable, your Platform Provider, as a restricted business or activity. Restricted businesses or activities 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, Stripe and, if applicable, your Platform Provider, may periodically add to or revise businesses designated as restricted businesses.

4.8. International Use. Issuing Bank reserves the right to prevent Cards from functioning outside of the Territory. If Cards are used to make international Card Transactions, Issuing Bank will convert any charges made in foreign a currency to U.S. dollars. Issuing Bank 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.

4.9. Transaction History. You may obtain information about the available funds in the Card Account and a 60-day history of the Card Transactions via the Dashboard.

4.10. Receipts. Authorized Users should get or request a receipt from the merchant for each Card Transaction. You agree to retain your receipts to verify your transactions.

4.11. Refunds. You will not receive cash refunds for Card Transactions. If a merchant gives you a credit for merchandise returns or adjustments, the merchant may do so by processing a credit adjustment, which Stripe will credit to the available funds in your Commercial Prepaid Account. Neither Issuing Bank nor Stripe is responsible for the delivery, quality, safety, legality, or any other aspects of goods or services that you or an 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.

4.12. Fees and Penalties. You will be responsible for all Card Transactions initiated and fees incurred by use of a Card Account, including any fees, penalties, or other amounts you owe for any Card Account or Cards as may be disclosed by Stripe or, if applicable, your Platform Provider.

4.13. Complaints. The Card Program Terms govern the procedures for handling complaints.

5. OTHER LIMITS

5.1. Limits Established by Issuing Bank. Issuing Bank may impose limitations on the maximum and frequency of Card Transactions, and any applicable limits are disclosed when you are approved for a Card Account. You are responsible for communicating any applicable limits or restrictions to your Authorized Users. To the extent permitted by Law, Issuing Bank (or Stripe on Issuing Bank’s behalf) may (a) change the transaction limits; (b) decline to authorize any Card Transaction that would cause you to exceed any applicable limit; (c) decline to authorize Card Transactions at merchants characterized by a Card Network, Issuing Bank, or Stripe as prohibited or restricted merchants or restricted businesses; or (d) decline to authorize Card Transactions, reverse Card Transactions, and suspend Cards, if: (i) you breach these Issuing Bank Terms, Law, or the Card Network Rules; (ii) Issuing Bank (or Stripe 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 a Card Account using inaccurate or false information; or (v) you or your Authorized Users pose an unacceptable regulatory, reputational, or financial risk to Issuing Bank.

5.2. Limits Established by You. You may also 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 Card Account, the types of merchants with which your Cards may be used to initiate Card Transactions, and other limits through the Dashboard.

5.3. General. You may not make any Card Transactions that would cause you to exceed or violate any of the limits stated in these Issuing Bank Terms.

5.4. Account Balance and Split Transactions. It is important to know the amount of your Available Balance before transactions are performed with a Card. If there are not sufficient funds in your Available Balance to cover the Card Transaction amount, the transaction will be declined. If you do not have sufficient funds in your Available Balance to cover the full Card 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. These are called “split transactions.” Some merchants do not allow cardholders to conduct split transactions. You acknowledge and agree that the funds available to perform transactions are limited to the available funds that have been added to the Card Account or are available to fund the Card Account through the Commercial Prepaid Account and are not subject to a hold. Any Card Transaction that could create a negative balance for the Card Account or Commercial Prepaid Account is not permitted, but may occur in limited circumstances. For example, adjustments may be made to the Card Account or Commercial Prepaid Account to reverse an error, reflect a merchant adjustment, or resolve a dispute regarding a Card Transaction posted to the Card Account. These processing and adjustment entries could cause your Card Account or Commercial Prepaid Account to have a negative balance. If a Card Account or Commercial Prepaid Account has a negative balance, you agree that Issuing Bank or Stripe (as applicable) may (a) automatically apply any subsequent deposits to the Card Account or Commercial Prepaid Account, as applicable, (b) require you to fund the Card Account or Commercial Prepaid Account from an external source, in either case to satisfy the negative balance, or (c) take any other action permitted by Law to to recover any amount due to us.

5.5. Holds. Issuing Bank (or Stripe on Issuing Bank’s behalf) reserves the right to place a hold on a Card and/or the associated Card 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 will be placed on your Card Account for an amount equal to or in excess of the final Card Transaction amount. During that period, you will not have access to the funds subject to the hold.

6. CARD SECURITY; DISPUTES

6.1. Securing Cards and Account Data. You and your Authorized Users are responsible for securing Cards, Account Data, and Card security features (including the CVV and PIN). Because the Cards are commercial prepaid cards, you and Authorized Users should treat Cards with the same care as cash. When stored or processed digitally, you must use commercially reasonable, physical, organizational and technical measures to secure Cards and Account Data in your and your Authorized Users’ possession or control, including through the use of industry-standard encryption. You must monitor any suspicious or unauthorized activities and fraud on your Card Account and each Card.

6.2. Unauthorized Transactions. Your Card Account is a commercial account and does not provide consumer protections for lost or stolen Cards or unauthorized Card Transactions. You understand that it is your responsibility to monitor any suspicious or unauthorized activities on your Card Account and each Card. To the extent Law permits, you are responsible for Card Transactions, fees, and penalties that you, Stripe, or Issuing Bank incur as a result of any Authorized User’s failure to (a) exercise reasonable care in safeguarding Cards from loss or theft; or (b) promptly report loss or theft of a Card, including fraud. Additionally, to the extent Law permits, if you or an Authorized User allows another party to use the Card or Account Data for any purpose, or if an unauthorized person uses a Card or Account Data, you will be liable for that use, including all losses, damages and costs arising out of or relating to that use. To the extent Law permits, neither Issuing Bank nor Stripe is not liable for any losses, damages or costs to you or your Authorized Users arising out of or relating to (y) unauthorized access to or use of a Card or your Card Account; or (z) your failure to use or implement anti-fraud measures, security controls or any other data security measures.

If you believe your Card has been lost or stolen or if you believe there are fraudulent or unauthorized transactions on your Card or Card Account, you must IMMEDIATELY (a) report any unauthorized Card Transactions to Stripe via the Dashboard, and (b) cancel any compromised Cards through the Dashboard. Disputing a fraudulent or unauthorized Card Transaction will not cancel a Card. Failure to promptly cancel any compromised Cards through the Dashboard could result in you losing ALL of the money in the Card Account.

6.3. Errors or Questions About Your Card Account Transactions; Dispute Resolution If you believe that your Card or Card Account was subject to an erroneous or otherwise incorrect charge, you must first contact the merchant to dispute the relevant Card Transaction. If you are unable to resolve the dispute with the merchant, then you may dispute the Card Transaction through your Dashboard. Because the Program implements a commercial product, you are 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. You must report any erroneous or disputed Card Transactions within 60 days (or within any extended timeframe required by Law or Card Network Rules) from the date the Card Transaction appears on your Card Account.

When you submit or report an erroneous or unauthorized Card Transaction through the Dashboard, Stripe will evaluate the submitted information in accordance with Law. If Stripe determines, in its sole discretion, that the dispute of the Card Transaction is valid or the Card Transaction was erroneous or unauthorized, Stripe will credit the amount of the applicable Card Transaction to your Commercial Prepaid Account. If Stripe fully or partially credits the amount of any Card Transaction to your Commercial Prepaid Account, you agree to transfer, and, if necessary, to execute any necessary agreements, to effect the transfer, to Stripe all claims (excluding tort claims) that you may have against the merchant for the Card Transaction.

7. TERM AND TERMINATION

7.1. Termination. Issuing Bank (or Stripe on Issuing Bank’s behalf) may suspend or close your Card Account or any Card, or terminate these Terms, at any time if Issuing Bank determines, in its sole discretion, that:

(a) you breach any Law, the Card Network Rules, or any obligation, term, condition, representation, warranty, or covenant in these Terms;

(b) you fail to pay any amounts you owe in connection with the Program;

(c) you initiate a Card Transaction that would exceed or violate any limits established for your use of the Program;

(d) you file for dissolution or bankruptcy;

(e) you use inaccurate or false information in your application;

(f) you pose an unacceptable regulatory, reputational, or financial risk to Issuing Bank; or

(g) such action is necessary or in Issuing Bank’s best interest.

7.2. Survival. All provisions of these Terms that give rise to a party’s ongoing obligation or that by their nature are intended to survive termination will survive termination of these Terms.

7.3. Closing your Card Account. The Card Program Terms describe the procedures for closing your Card Account. You must pay all Amounts Due prior to closure.

8. DATA PRIVACY AND USE

Issuing Bank’s Privacy Policy (located at https://www.crossriver.com/legal/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 and accept the terms of this policy (which may be updated from time to time and which form part of these Terms).

9. 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, Stripe and, if applicable, Platform Provider (and their respective Affiliates), and any third party engaged by Issuing Bank, Stripe or your Platform Provider, 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, Stripe or Platform Provider. You will promptly provide further evidence of all right, title, and interest contemplated by this Section if requested by Issuing Bank or Stripe.

10. 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 Card 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.

11. 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 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: (i) any hacking, tampering, or other unauthorized access to or use of your Card Account, Cards, or the Program, or (ii) your failure to use or implement anti-fraud measures, security controls, or any other data security measures. 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 greater of (i) the total amount of fees paid by you to the Indemnified Party during the 3 month period immediately preceding the event giving rise to your claim for damages; and (ii) $500 USD. 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.

12. 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 12 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.

13. GOVERNING LAW

New Jersey law, without regard to New Jersey law’s conflict of law principles, will govern any disputes, claims, or controversies brought under these Issuing Bank Terms. Each party irrevocably submits to the exclusive personal jurisdiction, and will bring all suits and actions under or in connection with these Issuing Bank Terms exclusively, in the federal district court of New Jersey and each party waives all objections to this jurisdiction and venue.

14. DISPUTE RESOLUTION; AGREEMENT TO ARBITRATE

14.1. Binding Arbitration.

(a) All disputes, claims and controversies, whether based on past, present or future events, 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 either party’s IP Rights (which will be resolved in litigation before the United States District Court for the Northern District of California), will be determined by binding arbitration in New Jersey before a single arbitrator.

(b) The American Arbitration Association will administrate the arbitration under its Commercial Arbitration Rules (“AAA 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 USD (excluding interest, attorneys’ fees and arbitration fees and costs). Where no party’s claim exceeds $25,000 USD (excluding interest, attorneys’ fees and arbitration fees and costs), and in other cases where the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association’s Commercial Arbitration Rules will apply.

(c) The arbitrator will apply the substantive law of the State of California and of the United States, excluding their conflict or choice of law rules.

(d) Nothing in these Terms will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

(e) The parties acknowledge that these Terms evidences a transaction involving interstate commerce. Notwithstanding the provisions in this Section 15 referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. Sections 1-16) will govern any arbitration conducted in accordance with these Terms.

14.2. Arbitration Procedure.

(a) A party must notify the other party of its intent to commence arbitration prior to commencing arbitration. The notice must specify the date on which the arbitration demand is intended to be filed, which must be at least 30 days after the date of the notice. During this time period, the parties will meet for the purpose of resolving the dispute prior to commencing arbitration.

(b) Subject to Section 14.2(a), each party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, stating the subject of the dispute and the relief requested.

(c) Subject to the disclaimers and limitations of liability stated in these Terms, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the State of New Jersey. In making a determination, the arbitrator will not have the authority to modify any of these Terms. The arbitrator will deliver a reasoned, written decision with respect to the dispute to each party, who will promptly act in accordance with the arbitrator’s decision. Any award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in New Jersey. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.

(d) In accordance with the AAA Rules, the party initiating the arbitration is responsible for paying the applicable filing fee. Each party will advance one-half of the fees and expenses of the arbitrator, 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 relating to these Terms, the arbitrator 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.

14.3. Confidentiality. The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing and the arbitrator’s decision, except (a) as necessary to prepare for and conduct the arbitration hearing on the merits; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) Issuing Bank may disclose the arbitrator’s decision in confidential settlement negotiations; (d) each party may disclose as necessary to professional advisors that are subject to a strict duty of confidentiality; and (e) as Law otherwise requires. 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, except as Law requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

14.4. Conflict of Rules. In the case of a conflict between the provisions of this Section 14 and the AAA Rules, the provisions of this Section 14 will prevail.

14.5. Class Waiver. To the extent Law permits, any dispute arising out of or relating to 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. Notwithstanding any other provision of these Terms or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.

14.6. No Jury Trial. 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.

15. GENERAL

15.1. 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 Stripe (on Issuing Bank’s behalf) may send notices to you through the Dashboard, or to the email addresses or phone numbers maintained in your Card Account.

15.2. Assignment. To the extent permitted by Law, Issuing Bank may transfer, sell, or assign your Card Account, these Issuing Bank Terms, or any other rights or obligations under these Issuing Bank Terms. You may not transfer, sell, or assign your Card Account, Cards, these Issuing Bank Terms, or any other rights or obligations under these Issuing Bank Terms without Issuing Bank’s prior written consent. Any assignment in violation of the foregoing will be void in each instance from the beginning.

15.3. 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.

15.4. 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 reserves the right, subject to Law, to deliver to you any notice of changes to these terms by notifying you through the Dashboard, by posting such changes to Platform Provider’s or Stripe’s website, or by providing notice of changes to you electronically. Your continued use of the Program will constitute acceptance of any amended or new terms.

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