Commercial Account Holder Card Agreement
SellersFunding Corp
Date 2/3/2021

IMPORTANT: These Terms include resolution of Disputes by arbitration instead of in court and class action waiver. PLEASE READ CAREFULLY.

Account Holder shall be responsible for notifying the Authorized Card Users of their authority and obligations under these Terms and for ensuring that each Authorized Card User complies with these Terms. Each Authorized Card User must accept these Terms in order to receive and use the Card.

Please read

This agreement represents an agreement between you and Sutton Bank, Member FDIC, and contains the terms and conditions governing your Card Program (the “Terms”). To make the Card Program available to you, Adyen N.V. (“Processor”) contracts with your Card Program Provider, defined below, and your card issuer, Sutton Bank (“Bank”), member FDIC. “We”, “us”, and “our” refer to Bank and it successors, affiliates, and assignees.

Processor is a public company registered in the Netherlands under company number 34259528 with a registered office at Simon Carmiggeltstraat 6-50, 1011 DJ, Amsterdam, the Netherlands. Processor is the technical provider of the Card Program. Pursuant to Processor’s direct agreement with Card Program Provider, Processor makes your account available and ensures transactions are processed correctly and in accordance with applicable law. Processor partners with Bank. Bank issues your Card(s) in the United States and holds and maintains your Card Account and the funds therein (the “Card Services”). Your Card Program Provider (or “Provider”) is responsible for administering the Card Program and providing support. Your Card Program Provider manages the parameters surrounding your Card Program including card design, functionality and fees.

We encourage you to carefully read these Terms before accepting so you understand how the Card Services will be provided to you. These Terms form the binding agreement between you (the Account Holder) and Bank. In order to improve the readability of these Terms, we occasionally make use of capitalized words to reflect defined terms. A glossary of all the definitions can be found on the last page of this document. Please view, print and store these Terms. You may also request a free digital copy from your Card Program Provider.

Our business days are Monday through Friday, excluding federal holidays, even if we are open. Any references to “days” found in this Agreement are calendar days unless indicated otherwise.

Card Program Provider:

SellersFunding Corp.

DISCLAIMER

The Card Services we provide in this agreement are regulated under financial law and strictly personal. You may not assign or transfer your rights under this agreement to anyone else. You may only use the Card Services in a manner consistent with these Terms and other applicable terms as agreed between you and the Card Program Provider. In the event your Card Program allows you to designate Authorized Card Users (“Users”) such Users must also agree to these terms. It is your obligation to ensure the appropriate User approval process, as outlined by your Card Program Provider, is met prior to allowing their use of any Card or Card Account.

E-SIGN CONSENT

You consent to the use of electronic signatures and to electronically receive all records, notices, statements, communications, and other items for all services provided to you and Authorized Card Users under these Terms and in connection with your relationship with us, your Processor, and your Card Program Provider (collectively, “Communications”) that we may otherwise be required to send or provide you in paper form (e.g., by mail). By accepting and agreeing to these Terms electronically, you represent that you i) have read and understand these Terms, Processor’s Privacy Policy (available at www.adyen.com), and Bank’s Privacy Policy (available at https://www.suttonbank.com/_/kcms- doc/85/49033/WK-Privacy-Disclosure-1218.pdf), ii) have read and understand this consent to use electronic signatures and to receive Communications electronically, iii) meet the minimum hardware and software requirements specified below, iv) must keep your information with us up to date and notify us of any change to your e-mail address and iv) understand that your consent will remain in effect until you withdraw it.

You may withdraw your consent to receive further Communications electronically at any time by contacting your Card Program Provider. If you withdraw your consent to receive Communications electronically, we reserve the right to close your Account and return your remaining Account balance as set forth in these Terms or charge you a fee for paper copies of Communications. Any withdrawal of your consent to receive Communications electronically will be effective only after we have a reasonable period of time to process your withdrawal. Please note that your withdrawal of consent to receive Communications electronically will not apply to Communications electronically provided by us to you before the withdrawal of your consent becomes effective.

In order to access and retain Communications provided to you electronically, you must maintain a valid email address, a Current Version of a commercially available internet browser and a Current Version of a program that accurately reads and displays PDF files. “Current Version” means a version of the software that is currently being supported by its publisher.

You should print and save or electronically store a copy of all Communications that we send to you electronically. You may request a printed copy from your Card Program Provider however we reserve the right to assess a fee for any such paper copy. We reserve the right, in our sole discretion, to communicate with you in paper form. In addition, we reserve the right, in our sole discretion, to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which we provide electronic Communications. Except as otherwise required by applicable law, we will notify you of any such termination or change by updating these Terms with your Card Program Provider who may post updates via an Account Interface or otherwise delivering notice of such termination or change electronically.

1. Activating your Account and Card

1.1 Account Activation and KYC

After you have accepted these Terms, provided the necessary information to your Card Program Provider, and your KYC information is verified, your Card Program Provider can activate your Card Account. Note, the necessary information and procedures for activation will vary by Card Program and Card Program Provider and may include additional steps relating to personalized Security Credentials such as setting a PIN. Your identity and personal information must be verified in accordance with KYC procedures (as outlined below) before you can use your Card. For more information about activating your Card and Account, please contact your Card Program Provider.

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 THE ACCOUNT HOLDER: WHEN THE ACCOUNT HOLDER OPENS AN ACCOUNT, WE AND/OR YOUR PROCESSOR WILL ASK FOR THE NAME, ADDRESS, EMPLOYER IDENTIFICATION NUMBER AND ORGANIZATIONAL DOCUMENTS OF THE ACCOUNT HOLDER AND THE NAMES, ADDRESSES, DATES OF BIRTH, AND OTHER INFORMATION CONCERNING EACH PRINCIPAL OWNER THAT WILL ALLOW US TO IDENTIFY THE ACCOUNT HOLDER AND ITS PRINCIPAL OWNERS. WE AND/OR YOUR PROCESSOR MAY ALSO ASK TO SEE A COPY OF EACH PRINCIPAL OWNER’S DRIVER’S LICENSES OR OTHER IDENTIFICATION DOCUMENTS. FOR THE AVOIDANCE OF DOUBT, “PERSON” MAY MEAN CORPORATION OR OTHER CORPORATE ENTITY.

The above KYC information will be collected by your Card Program Provider and shared with your Processor who will conduct a review of such information. Your Processor may additionally share this information with us. You hereby consent and agree to the sharing of such information between Card Program Provider, Processor and us.

You must notify your Card Program Provider of any changes in your registration information without undue delay. You agree that we and/or your Processor may run further checks on your identity, creditworthiness and background by contacting and consulting relevant screening tools, registries and governmental authorities.

As we take your privacy very seriously, we will we will solely process and store your personal data for the purpose of providing the Card Services and in accordance with (data protection) law and these Terms, and according to our Privacy Policy.

1.2 Account Holder Representations and Warranties

Prior to your involvement in any way in a Card Program, we require the following representations and warranties. By agreeing to these Terms you represent and warrant to us that:

(i)you have received a copy of these Terms and agree to be bound by and to comply with them and understand that they are subject to change in accordance with applicable law;

(ii.)you are duly organized, validly existing and in good standing under the laws of the state in the United States of your formation or other local jurisdiction as may be applicable;

(iii.)you are duly qualified, have secured and maintain all applicable licenses, and are in good standing to do business in all jurisdictions where you conduct your business;

(iv.)you have 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 you under these Terms;

(v.)the personal and business information that you provide to us in connection with the Card Account is true, correct and complete;

(vi.)the individual accepting and agreeing to these Terms for you has the requisite corporate authority to accept and agree to the Terms on your behalf;

(vii.)you have accepted all Card Program Provider terms relevant to the Card Program;

(viii).Account Holder authorized each Authorized Card User to accept and use the Card;

(ix.)Account Holder has provided each Authorized Card User with a copy of these Terms each Authorized Card User 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.

2. Using your Card and Card Account

2.1Fees

The only fee charged by Adyen in association with the use of your Card is a 2% currency conversion fee for transactions in foreign currencies. Other third-party fees may apply. Any fees charged by third parties will be your responsibility and will be charged to your Card Account.

2.2 Your Card Account

The Card is issued by Bank. Your Card Account is a prepaid account. This means you can only use the Card if you have sufficient funds added to your Card Account (account funding procedures are included in section 3.4). We will not provide you with any form of credit or loan. Unless otherwise determined, it is not possible to have a negative balance on your Card Account. You will not receive any interest on the funds in your Card Account. There are no overdraft credit fees. The Card Account does not constitute a checking or savings account. The Card is not a credit card. The Card is not a gift card, nor is it intended to be used for gifting purposes. The Card must be surrendered to Bank upon its reasonable demand. The Card is nontransferable and may be canceled or revoked at any time without prior notice except as required by law. To the extent permitted by applicable law, we may cancel, repossess, or revoke the Card at any time without prior notice. The Card cannot be redeemed for cash. The Account Holder will also be authorized to make changes to the Card Account with or without the consent of any Authorized Card User. The Account Holder is the owner of all funds in the Card Account and allocated to any Authorized Card User at all times and each Authorized Card User agrees that the Card shall only be used as authorized by the Account Holder. Account Holder acknowledges and agrees that the value available in the Card Account and any Card Account is limited to the funds that have been added to the Card Account or allocated to any Card Account pursuant to these Terms.

2.3 Card Account Balance

It is important to know the amount of available funds in the Card Account before performing a transaction with a Card. Your Card Program Provider is responsible for making this information available to you. If there are not sufficient funds in the Card Account to cover the transaction amount, the transaction will be declined. Authorized Card Users are not authorized to use any funds added to the Card Account in error. Any transaction that could create a negative balance for the Card Account is not permitted, but may occur in limited circumstances. Adjustments may be made to the 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 to have a negative balance. If a Card Account has a negative balance, Account Holder and Authorized Card User agree: (a) that the balance of the Card Account can be adjusted to reflect that amount; (b) that we may automatically apply any subsequent deposits to the Account to satisfy the negative balance and (c) Account Holder is liable to us for the amount of the negative balance.

2.4 Transactions in Foreign Currencies

If an Authorized Card User makes a purchase using your Card in a currency other than in U.S. dollars, the amount deducted from the available funds in the Card Account will be converted by the applicable network (either Visa® or Mastercard®) into U.S. dollars. The applicable exchange rate will be selected by the network from the range of rates available in wholesale currency markets for the applicable central processing date, which may vary from the rate Visa or Mastercard itself receives or the government-listed rate. The exchange rate used on the central processing date may be different than the rate that was in

effect on the date the User performed the transaction. Where Adyen is requested or required to apply a currency conversion (for example to issue funds from the Card Account in another currency, Adyen will (if supported) execute such currency conversion subject to a currency conversion fee of 2%.

2.5 Refunds and Disputes

An Authorized Card User will not receive cash refunds for Card transactions. If a merchant gives an Authorized Card User a credit for merchandise returns or adjustments, the merchant may do so by processing a credit adjustment, which we will credit to the available funds in your Card Account. We are not responsible for the delivery, quality, safety, legality, or any other aspects of goods or services that you purchase with your Card. All such disputes must be addressed and handled directly with the merchant from whom those goods or services were purchased.

2.6 Your Security Credentials and Card

Your Card and Card Account may be protected with Security Credentials (e.g., a PIN). You may be prompted to insert your Security Credentials each time you wish to authorize a Payment or access your Card Account. Please reach out to your Card Program Provider if you have questions relating to Security Credentials. To comply with the industry principle of strong customer authentication for online Payments, you may be asked to provide additional Security Credentials to authorize a Payment. These additional Security Credentials will be sent by way of an SMS or other another method provided by your Processor. You hereby consent that your Processor may share certain information about you to such SMS or telecommunication providers solely for the purpose described in this section and in accordance with our, and Processor’s, Privacy Policies.

It is your responsibility to ensure your Security Credentials remain secret. We recommend that you do not store a digital or physical copy of your Security Credential. If you do store your Security Credentials, it is your responsibility you do so with appropriate protection being applied (e.g., a vault or encrypting your security information).

If your Security Credentials are compromised or possibly compromised, or your Card is blocked for any other reason, you can request new Security Credentials by logging into your Account Interface or contacting the Card Program Provider.

In some occasions, your Card may have to be replaced. This is for example the case if your Card is lost/stolen or has expired. You may request a new Card via your Account Interface or by contacting your Card Program Provider.

2.7 Funding your Card Account

Subject to the limitations described in these Terms and those of the Card Program Provider, you may only load the Card Account as described in this Section. You may not add funds to the Card Account by sending personal checks, cashier’s checks, or money orders to us. We will return all checks and money orders unless the Card Account has a negative balance, in which case we may in our sole discretion apply the proceeds of the check or money order towards the negative balance of the Card Account.

2.7.1 Bank Account Transfer

You may initiate a bank account transfer or wire transfer to your Card Program Provider or to the Processor. The authorizations and terms surrounding the exchange to Card Program Provider shall be governed by agreements between You and your Card Program Provider.

2.8 Transaction Limits

The maximum amount that can be spent using the Card Account is limited to lower of: (a) the limits set by your Card Program Provider and (b) limits set forth by the Bank. The Bank’s spending limits are:

$50,000 per transaction, $50,000 per day, and $250,000 per month. If your card is eligible for ATM withdrawals, the maximum amount that can be withdrawn from the Card Account is limited to lower of: (a) the limits set by your Card Program Provider and (b) limits set forth by the Bank. The Bank’s withdrawal limits are: $500 per transaction, $500 per day, and $5,000 per month. In order to protect the Card Account, we may temporarily impose limits on the dollar amount, number, and type of transactions performed using a Card and the Card Account. To the extent permitted by applicable law, we reserve the right to: (a) change the transaction limits; (b) limit, block, or place a hold on certain types of transfers or transactions; and (c) limit, suspend, or block transfers from particular persons, entities, or Card Accounts.

2.9 Using a Card

Authorized Card User may use a Card to make purchases at any merchant that accepts the network prepaid cards or prepaid cards of other networks in which the Bank participates, subject to the available Card Account balance, the transaction limits and transaction restrictions outlined below, and the other terms and condition of this Agreement. If an Authorized Card 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 Authorized Card User used the Card itself. Each time Authorized Card User uses a Card, Account Holder and Authorized Card User authorizes us to reduce the value available in the Card Account by the amount of the transaction and any applicable fees. Authorized Card User is not allowed to exceed the amount of the available funds in the Card Account or allocated to his or her Card Account, whichever is less, through an individual transaction or a series of transactions. Nevertheless, if a transaction exceeds the amount of available funds in the Card Account or allocated to an Authorized Card User’s Card Account, Account Holder will be fully liable to us for the full amount of the transaction and any applicable fees. We may refuse to process a transaction, or temporarily “freeze” a Card Account and attempt to contact an Account Holder if we notice transactions that are unusual or appear suspicious, or use of the Card that are not consistent with its intended use.

2.10 Merchant Holds on Available Funds

When Authorized Card User uses a Card or Card number to initiate a transaction at certain merchant locations, such as hotels, restaurants, gas stations, and rental car companies, where the final purchase amount is unknown at the time of authorization, a hold may be placed on the available funds in the 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 Account Holder or Authorized Card 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, Account Holder and Authorized Card User will not have access to the funds subject to the hold. Please be advised that Authorized Card User may experience difficulties using a Card at unattended vending machines, kiosks, and gas station pumps. If a Card is declined at a “pay at the pump” gas station even though Authorized Card User has sufficient funds available, Authorized Card User should pay for the purchase inside with the cashier.

2.11 Transaction Requirements

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

2.12 Receipts

Authorized Card User is responsible for getting a receipt for each Card transaction. Authorized Card User agrees to retain, verify, and reconcile Card transactions and receipts.

2.13 Authorized Card User Eligibility and Consents

Prior to distributing a Card or access to an Account to an Authorized Card User, Account Holder shall be responsible for ensuring that each User (i) is of at least 18 years of age (or older if residing in a jurisdiction where the majority age is older); (ii) agrees to the Privacy Policies included herein; (iii) agrees to these Terms; and (iv) provides or agrees that a Card Program Provider may provide all requested information, such as the User’s name, email address, and such other information as we or Processor may request from time to time (collectively, “User Information”). User represents and warrants that all information,

including User Information, provided to Card Program Provider, Processor, Us, or to Account Holder (to provide to the aforementioned parties) from time to time is truthful, accurate, current, and complete.

User agrees to promptly notify Account Holder in writing of changes to any User Information. When a Card Program Provider notifies us to revoke such permission, we will close the relevant Card and access to the Account and User may no longer use the Card or Account.

2.14 Account Alerts

We and your Processor will share important notices about your Card Account to your Card Program Provider. By agreeing to these Terms, you and your Authorized Card Users are designating your Card Program Provider as the main point of contact with respect to your Card Account and agree that we and your Processor may share information relating to your Card Account directly with such Card Program Provider. If you would like to change the frequency of the Card Account notifications you receive you should reach out to your Card Program Provider.

2.15 Account Holder Consents

In the event Account Holder needs to revoke permissions granted to an Authorized Card User they should reach out to the Card Program Provider. Any revocation of such permission will be effective only after we have a reasonable period of time to process Account Holder’s withdrawal.

2.16 Privacy

Account Holder’s and Authorized Card Users’ privacy is very important to us. We may disclose information to third parties about Account Holder and Authorized Card User, Card and Card Account, and transactions related thereto: (a) as necessary to effect, administer, or enforce a transaction requested or authorized by an Authorized Card User; (b) with Account Holder’s or relevant Authorized Card User’s consent; (c) to protect against or prevent actual or potential fraud, unauthorized transactions, or other liability; (d) to comply with government agency or court orders; (e) as permitted and required by applicable law; and (f) as otherwise provided in Bank’s Privacy Policy. Account Holder and Authorized Card Users understand that by participating in the Program, Account Holder and Authorized Card Users consent to the collection, use, and disclosure of Account Holder and Authorized Card Users’ information as set forth in these Terms and Bank’s Privacy Policy available on the Website and at https://www.suttonbank.com/_/kcms-doc/85/49033/WK-Privacy-Disclosure-1218.pdf.

3. Unauthorized Payments

IN CASE YOUR CARD OR SECURITY CREDENTIALS ARE LOST, STOLEN, COMPROMISED OR USED WITHOUT YOUR PERMISSION, YOU MUST IMMEDIATELY BLOCK YOUR CARD VIA THE ACCOUNT INTERFACE OR BY CONTACTING THE CARD PROGRAM PROVIDER. TO THE FULLEST EXTEND PERMITTED UNDER LAW, WE ARE NOT RESPONSIBLE FOR REIMBURSING OR REFUNDING ANY EXECUTED PAYMENTS.

You may be obligated to provide all relevant information regarding the unauthorized Payment so that we may investigate the matter. This information must be provided without undue delay after our first request. We may make such request through Processor or Card Program Provider.

The Card Account is a commercial Account and does not provide consumer protections for lost or stolen Cards or unauthorized transactions. Treat the Card and Card Account like cash. Until a Card Program Provider or Authorized Card User reports a Card as lost or stolen or reports an unauthorized transaction on a Card or Card Account, Account Holder is fully responsible for all transactions, even if the Card is lost, stolen or used for unauthorized transactions. Contact Customer Service IMMEDIATELY if you or an Authorized Card User believes: (a) a Card has been lost or stolen, (b) someone has gained unauthorized access to any security information relating to a Card such as a PIN, user name, password or other security information used to access the Card or Card Account, or (c)

someone has transferred or may transfer funds from the Card Account without the required permission. Unless we have authorized a transaction after a Card Account is blocked (See Section titled “Liability”), Account Holder and Authorized Card User are 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 Holder losing ALL of the money in the Card Account.

4. Suspension or Cancellation

To the extent permitted by applicable law, we may suspend or block any aspect of our Card Services to you for any reason and without notice. Suspension of or blocked Card Services are likely to occur in the following circumstances:

– if you use wrong Security Credentials multiple times;

– if we have reasonable concerns about the security of our service or systems, or suspect that your Card and/or Card Account might be used fraudulently, illegally or without your permission;

– if legal or regulatory requirements prevent us from rendering the Card Services or mean that we need to carry out further (identity) checks;

– if we believe you have breached any of these Terms (or other related terms relating to the Card Services or those provided by the Card Program Provider) in a way that we reasonably believe justifies suspending or blocking your Card Services;

– if your instruction does not contain all the information necessary to authorise or facilitate  the Payment properly;

– if you do not have enough funds on your Card Account to cover the Payment;

– if you use or facilitate the use of the Cards and/or Card Account for online gambling or illegal transactions;

– if your Card Program Provider chooses to restrict transactions based on Merchant Category Code or Merchant ID (please contact your Card Program Provider if you have any questions);

– if your Payment is restricted or prohibited according to the Card Program Provider’s agreed limitation of use (please contact your Card Program Provider if you have any questions about applicable use limits such as restricted countries/products/services or applicable spending thresholds);

– if a bankruptcy order is made against you or your principal owners or you have entered into an individual voluntary arrangement with your creditors;

– if a third party Scheme Owner (like Visa and Mastercard) prevents us from processing the Payment or rendering the Card Services;

– if we have asked you for important information we reasonably need to provide and comply with these Terms and you have not given us that information; or

– if your Account is suspended or terminated pursuant to Section titled “Termination”

If you have questions surrounding blocked or suspended Card Services please reach out to your Card Program Provider.

You may initiate cancellation of your Card, your Card Account, or these Terms at any time by notifying your Card Program Provider. Cancellation or suspension of these Terms will not affect any of our rights or your Card Program Provider’s or any Authorized Card User’s obligations arising under these Terms

prior to such cancellation or suspension. In the event that your Card Account is cancelled, closed, or terminated for any reason, Account Holder may request the unused balance to be returned to Account Holder.

5. Termination

You may withdraw your acceptance of these Terms at any time through your Account Interface or with a written notification addressed to the Card Program Provider. Please note that terminating your acceptance does not free you from your obligation to pay any outstanding amounts or charges that you owe us or the Card Program Provider, even if those amounts or charges occur after you have terminated the agreement, for example in case of payable refund or chargeback costs.

We may terminate these Terms and or the Card Services at any time. Termination is likely to occur if:

– we have reasonable ground to believe your Card and/or Card Account are used  fraudulently or illegally by yourself or your Authorized Card Users.

– the terms between you and the Card Program Provider have been terminated or suspended;

– you have breached any of these Terms (or other related terms relating to the Card Services or those provided by the Card Program Provider) in a way that we reasonably believe justifies terminating your Card Services;

– a bankruptcy order is made against you or you have entered into an individual voluntary arrangement with your creditors;

– a third party Scheme Owner (like Visa and Mastercard) prevents us from processing the Payment or rendering the Card Services; or

– we have asked you for important Registration or other information we reasonably need to provide and comply with these Terms, and you have not given us that information.

6. Redemption

Upon termination of the Card Services we will transfer the remaining Card Account balance to a registered beneficiary or bank account on your name. This is called “Redemption”. Any successful Payments prior to Redemption cannot be transferred back to you.

If you request a (partial) Redemption of your funds without terminating these Terms and the Card Services, we may charge you a reasonable processing fees equal to the actual Redemption costs applying to the transfer.

7. Complaints and Errors

If you think an error has occurred involving your Card Account, contact your Card Program Provider immediately. You can address a complaint about the Card Program or the Card Services with the Card Program Provider. The Card Program Provider will ensure that your complaint will be dealt with appropriately. In your Account Interface or your direct agreement with Card Program Provider, you can find information on the manner in which a complaint relating to the Card, Card Account or any related services can be filed. We will review all complaints in a commercially reasonable manner but given the commercial nature of the Card Programs allowed under these Terms, note that 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 thereunder.

You must report an error (by notifying your Card Program Provider) no later than 60 days after the earlier of the date you electronically access your account (if the error is visible in your electronic transaction history), or the date you were sent the first written transaction history on which the error appeared. When you send notification of an error involving your Card Account you will need to include all relevant information to identify you and the error.

8. Property Rights

We and Processor are the respective owners of all intellectual property rights and other materials relating to the Card Services. It is strictly forbidden for you to reproduce or reverse-engineer any of Banks or Processor’s products. These terms and conditions do not transfer any of Bank’s or Processors intellectual property rights to you.

9. Liability

We shall only be liable to you for our own acts or faults and not for acts or faults of third parties (e.g. Card suppliers, Scheme Owners, Card Acceptors or the Card Program Provider).

IN NO EVENT SHALL WE BE LIABLE FOR LOSS OF PROFIT, BUSINESS, CONTRACTS, REVENUES OR ANTICIPATED SAVINGS, OR DAMAGE TO GOOD NAME; OR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) IN CONNECTION WITH OR ARISING OUT OF OUR PERFORMANCE OR NON-PERFORMANCE (INCLUDING BREACH) UNDER, OR OTHERWISE ARISING IN CONNECTION WITH, THESE TERMS.

In addition, we shall not be liable to you for any loss, claims or damages resulting from:

a. any unauthorized Payment where you acted fraudulently or where you failed to use the Card in accordance with these Terms (including the obligations to keep reasonably safe the Card and your Security Credentials, or failure to notify us if those are compromised);

b. the non-execution or defective execution of a Payment as a consequence of you providing the wrong beneficiary;

c. any person or business refusing to accept your Card; or

d. an ATM failing to issue cash;

e. any reason beyond our control, including but not limited to, fire, floods, earthquakes, strike, labor dispute, terrorist attack or general internet failure;

f. unavailability if the funds in the Card Account are subject to legal process or are otherwise not available for transactions;

g. a blocked Card Account after a Card is reported lost or stolen; or

h. if we do not complete a transaction if we have reason to believe the transaction is unauthorized

i. through no fault of ours, Authorized Card User does not have enough available funds in the Card Account to perform the transaction;

j. the system, or point-of-sale terminal was not working properly and a Card Program Provider or Authorized Card User knew about the problem when Authorized Card User initiated the transaction;

k. the transaction cannot be completed because a Card is damaged.

Neither we, nor you, shall exclude or limit its liability under these Terms for gross negligence, fraud or personal injury.

10. General Provisions

We may transfer this agreement if we reasonably think that this will not have a material negative effect on your rights under these terms or we need to do so to comply with legal or regulatory requirement.

We retain the unilateral right to change or update these Terms from time to time. You will be notified of any changes to the terms. There may be times when we will have to change the terms without prior notice for legal, regulatory or security reasons.

If any term or provision in these Terms shall be held to be illegal or unenforceable, in whole or in part, under any applicable law, such term or provision or part shall to that extent be deemed not to form part of the terms but the validity and enforceability of the remainder of the terms shall not be affected.

11. Applicable Law

These Terms 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.

12. Indemnification

Account Holder 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 attorney’s fees) that arise from Account Holder’s, Card Program Provider’s, or any Authorized Card Users’ violation of these Terms, applicable law, or any third-party rights or Account Holder’s, Card Program Provider’s, or any Authorized Card Users’ fraud or willful misconduct. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by Account Holder, in which even Account Holder will cooperate in asserting any available defenses.

13. No Warranty of Availability or Uninterrupted Use

From time to time, services related to the Card Program may be inoperative. When this happens, you may be unable to access the Card Services and Authorized Card Users may be unable to use the Card or obtain information about the Card. Please notify your Card Program Provider if you have any problems using the Card or Account Interface. 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.

14. Notification of Changes

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

15. Binding Arbitration

For any and all controversies, disputes, demands, claims, or causes of action between Account Holder (which includes for purposes of this provision any Authorized Card User) and us (including the interpretation and scope of this section and the arbitrability of the controversy, dispute, demand, claim, or cause of action) relating to the Card Program, Accounts, or these Terms (as well as any related or prior agreement that Account Holder may have had with us), Account Holder 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. 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” means Bank and their subsidiaries, affiliates, predecessors, successors, and assigns and all of 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 Accounts or these Terms (as well as any related or prior agreement that Account Holder 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 Holder’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 Holder’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 Holder 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 Holder 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 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 Holder understands and agrees that, by agreeing to these Terms:

  • YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
  • YOU ARE GIVING UP YOUR RIGHT TO HAVE A COURT RESOLVE ANY DISPUTE BETWEEN US; and
  • YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS,  IN  ANY  ARBITRATION  OR  LAWSUIT INVOLVING ANY DISPUTE BETWEEN US.

This Section will survive termination of the Account or these Terms as well as any voluntary payment of any debt in full by Account Holder or bankruptcy by Account Holder, or any bankruptcy by us. With the exception of subparts (a) and (b) of this Section (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts

with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting part was not contained herein.

Please refer to your card to determine your card network.

This card is issued by Sutton Bank, Member FDIC, pursuant to license from Visa U.S.A., Inc.

Definitions

ATMAn automated teller machine or cash dispenser that could be used to withdraw cash with the Card.
Authorized Card UserAny person designated by Account Holder and authorized by the Card Program Provider to use the Account on the Account Holder’s behalf.
CardThe physical or virtual card issued by Bank to the Account Holder for the purpose of issuing Payment Transactions from the Card Account.
Card AcceptorThird parties that accept payment via the Card, including automated teller machines.
Card AccountThe Account Holder’s account provided by Bank and administered by Processor via its balance platform.
Card ProgramThe intended use of the Card Services including applicable Card Acceptors, use limits, type of card (virtual or physical), applicable territory, as outlined by Card Program Provider to you.
Card Program ProviderThe party that administers the Card Program pursuant to your direct agreement with and manages the parameters surrounding your Card Program.
Card ServicesThe services provided by Bank, including the the issuing of, holding, and maintenance your Card Account and the funds therein.
Scheme OwnerVisa, Mastercard or comparable parties providing any form of credit or debit card which may be used by Account Holder to make a Payment Transaction, depending on the card program as agreed between Card Program Provider and Processor.
Account HolderThe owner of the Card Account as administered by Bank.
Account InterfaceThe website or app (or equivalent online environment) developed by Card Program Provider for Account Holders, to provide certain online Card Account functionality.

Payment Transaction

Any Card transaction processed by Processor on instruction or on behalf of Account Holder to a Card Acceptor.

Security Credentials

Personalized access credentials applicable to the Card or Card Services, depending on the Card Program chosen (e.g. PIN-codes) and communicated by Card Program Provider.

Terms

The terms and conditions within this Commercial Account Holder Card Agreement.