Stripe Issuing: Spend Card Apple Pay Terms and Conditions

The following ApplePay Terms and Conditions (“Apple Pay Terms”) supplement the terms of the Stripe Issuing: Spend Card Program Agreement (“Agreement”) and establish the terms and conditions for Your use of the Apple Payment Platform. You must agree to these Apple Pay Terms before accessing the Apple Payment Platform in connection with Your Issuing Spend Card Program. These Apple Pay Terms only apply to the Stripe Issuing Spend Card Program offered by Stripe as Program Manager and Celtic Bank as Issuer (“Card Program”).

1. ApplePay Terms

A. Non-Discrimination: You will not discriminate against the Apple Pay Program, Apple Pay transactions and/or the Apple Payment Platform relative to other transactions and/or platforms of similar kind.

B. Compliance with Applicable Law: You will comply with all applicable laws related to the performance of your obligations under these Apple Pay Terms.

C. Feedback: To the extent You provide any ideas, requests, feedback, reports, suggestions or recommendations to Us or Apple, in writing, orally, by demonstration or otherwise, regarding the Apple Confidential Information, You hereby grant to Apple a non-exclusive, fully paid-up, perpetual, irrevocable, worldwide license to make, use, reproduce, incorporate, modify, display, perform, sell, make or have made derivative works of, distribute (directly or indirectly) and sublicense, such feedback in connection with Apple’s products and services.

D. Intellectual Property: You hereby grant a sub-license to Apple and its Affiliates (and their agents and contractors acting on their behalf) a non-exclusive, non-transferable, worldwide, royalty-free, license to use, reproduce, and display Your Marks as follows: (i) in connection with the use and display of the Apple Payment Platform in Apple products, including the right to embed and display Your Marks within such Apple products; (ii) in the marketing, advertising and promotion of the availability of the Apple Payment Platform in Apple products in any medium, including the right to use screen shots and images of Your Marks as they may be used in the Apple Payment Platform, including but not limited to use in instructional materials, training materials, marketing materials, and standard advertising in any medium; and (iii) in a publically disclosed list of Cardholders participating in the Apple Pay Program. Any such use of Your Marks as set forth in items (i) – (iii) will be at Apple’s discretion (i.e., Apple shall have no obligation to display or use any of Your Marks, commercial designations or slogans on any Apple products or services or Apple marketing materials for such products and services).

E. No Representations or Warranties: You acknowledge that Apple makes no representations or warranties, express or implied, regarding the Apple Payment Platform or any related products and services, including any implied warranty of merchantability or implied warranty of fitness for a particular purpose, all such warranties being expressly disclaimed. Without limiting the foregoing, Apple does not warrant that the use of the Apple Payment Platform or any related products and services will be error free or uninterrupted.

F. Apple Pay Program Changes: Apple reserves the right to change, discontinue, or suspend (for any period of time) any or all functionality, Cardholder interface, or any other aspect of the Apple Payment Platform (whether software, hardware, or any part of the Apple Pay Platform service) at any time, including suspension of provisioning and transaction usage.

G. Fees: You may not pass fees attributable to Apple Pay on to individual Cardholders or individuals authorized to use any Cards.

H. Confidential Information: You will protect the Apple Confidential Information obtained pursuant to these Apple Pay Terms and Your use of the Apple Payment Platform from unauthorized dissemination and use with the same degree of care that You use to protect Your own like information. Except as expressly set forth herein, You will not use the Apple Confidential Information for purposes other than those necessary to directly further the purposes of these Apple Pay Terms. Except as expressly permitted under these Apple Pay Terms, You will not disclose to third parties the Apple Confidential Information without the prior written consent of Apple, including (i) the public disclosure of any metrics related to the Apple Pay Program and (ii) Your planned participation in the Apple Pay Program prior to the public launch of Your participation in the Apple Pay Program.

I. Limitation of Liability: To the maximum extent permitted under Applicable Law, in no event will Apple be liable to You for indirect, consequential, incidental, special, punitive or exemplary damages, whether in contract, tort (whether in negligence or strict liability) or other legal or equitable theory, or any loss of profits or revenue, regardless of whether Apple knew or should have known of the possibility of such damages. Apple will not be liable for any unauthorized transactions made using Provisioned Cards.

2. General

a. Definitions

i. “Apple Confidential Information” means (i) product plans and roadmaps of Apple and its affiliates; (ii) these Terms and Conditions; (iii) any and all information related to customers or potential customers of Apple or its affiliates that is obtained, generated or created by or on behalf of Apple or its affiliates, including any and all information related to the Apple Payment Platform and the Apple Pay Program; and (iv) any other information that could reasonably be determined to be confidential, whether or not identified in writing as confidential.

ii. “Apple Payment Platform” means the payment platform that utilizes Apple Technology to enable users to make payments using credit, debit, and prepaid cards and other physical, digital or virtual payment cards, credentials or account access devices and access other related services using Apple products designated by Apple or its affiliates (or any successor or substitute thereof).

iii. “Apple Pay Program” means the availability of the Apple Payment Platform in the Territory for use by Program Manager, Issuer, Program Manager Customer and Cardholders with Eligible Cards, for the purposes of enabling Cardholders to (i) provision their Eligible Cards to their Enabled Devices and (ii) use their Provisioned Cards on such devices (in lieu of physical cards) to make payments in connection with a Card Program.

iv. “Applicable Law” means all laws (including common law), codes, statutes, rules, regulations, published standards, permits, judgments, writs, injunctions or rulings, published regulatory bulletins or orders or decrees of any Governmental Authority that apply to Program Manager and/or Apple (as appropriate) in the Territory.

v. “Cardholder” means an individual or entity that has been issued a card by Celtic Bank.

vi. “Eligible Card” means cards offered by Celtic Bank in connection with the Stripe Issuing Spend Card Program.

vii. “Enabled Device” means any Apple product that has been enabled to store and/or transmit the Card credentials of a Cardholder.

viii. “Governmental Authority” means any domestic or foreign, federal, state, provincial, municipal or local government, any political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government, regardless of form, including any agency, bureau, court, tribunal, or other instrumentality having jurisdiction over Accounts, Cards, any of the services to be provided hereunder, the Parties, or any of their respective Affiliates.

ix. “Issuer” means Celtic Bank.

x. “Program Manager” means Stripe, Inc.

xi. “Provisioned Card” means an Eligible Card that has been provisioned to an Enabled Device so that the Enabled Device may be used to make payments using such Provisioned Card.

b. Modifications: We reserve the right, subject to Applicable Law, to deliver to you any notice of changes to existing terms or the addition of new terms by posting an updated version of these Apple Pay Terms by posting such changes to our website or any other website we own or control, or by delivering notice of changes to you electronically, and your continued use of the Program will constitute acceptance of any these amended or new terms.

c. Relation to Other Agreements: These Apple Pay Terms are hereby incorporated into, and become a part of, the Agreement.