1. Our Agreement

This document contains the FNCD Business Checking Account Agreement (“Account Agreement”) for the business demand deposit account available to business, i.e. commercial, customers (“FNCD Business Checking Account” or “Account”). The Account may earn interest if it meets certain qualifications below. The Account, and its banking services, are made available by Evolve Bank, State of Tennessee, Member FDIC (“Bank”) on behalf of Routefusion (“Routefusion”), the program partner responsible for administering the FNCD Business Checking Account program (“Program”). “We”, “our” and “us” refer to the Bank, our successors, affiliates or assigns. “Customer” means the legal entity for which the Bank has opened the Account. “Account Holder” means the person with authority to deposit, withdraw and exercise control over the Account. “Additional User” means the person(s) to whom the Account Holder has granted access to the Account and the ability or authority to perform certain actions, including the ability to view, deposit or withdraw, through the Account Access function. “Sub-Account” means the additional business demand deposit account(s) requested by the Account Holder that may be available for use in addition to the Account.

 We reserve the right not to make the Account available to companies engaged in certain industries, including but not limited to the following: gambling, pornography and paraphernalia, firearms and paraphernalia, illegal substances, other controlled substances (including medical marijuana, marijuana, cannabis and hemp) and paraphernalia, penny auction companies, money service companies, mass exchanges of virtual currency (e.g. cryptocurrencies) and political campaigns. In addition, the Customer may not offer or provide any banking or financial services to third parties through the Account.

As access to the Account will be available through www.financredits.com (“Website”) and/or FNCD’s mobile application (“Mobile Application”), the Customer must agree to receive documents electronically. The Customer is responsible for providing FNCD with a correct and operational email address. The Customer shall immediately notify FNCD of any change in its email or postal address, or if the Customer is unable to access Account information through the Website or the Mobile Application. Neither the Bank nor FNCD shall be liable for any adverse effect on the Account as a result of undelivered mail or email or the Customer’s inability to access Account information through the Website or the Mobile Application due to the failure to promptly notify FNCD of a change in the Customer’s mailing or email address. FNCD is not responsible for any costs incurred by the Customer to maintain Internet access or an email account.

1. Acceptance of the terms and conditions of the account agreement.

By applying for or using the services provided by the Bank, the Customer agrees to the terms and conditions of the Account and its “Schedule of Fees”. Disclosures provided when completing the Account application, using the FNCD website or mobile application, additional disclosures provided to the Customer for additional products and services related to the Account and any other disclosures or terms provided by us or FNCD are considered part of or supplemental to the Account Agreement. Continued use of the Account also signifies Customer’s continued acceptance of the Account Agreement and, by continuing to use the Account, Customer further agrees to pay any due and owing fees associated with the Account, including giving us the right to collect such fees directly from the Account balance. The Customer is responsible for the accuracy and completeness of all information provided to the Bank and/or FNCD in connection with the Account.

2. Amendments to the Account Agreement.

We and FNCD may amend the Account Agreement at any time by posting the amended documents (including the Account Agreement) on the Website, and any such amendment will be effective upon posting on the Website. The current Account Agreement is available on the Website. To the extent possible, we will give reasonable advance notice of any adverse change to the Account Agreement in writing or by any method permitted by law. However, if a change is made for security or related reasons, it may be implemented without notice. When we amend the Account Agreement, the updated version will supersede all previous versions and will register the Account. The Customer’s continued maintenance or use of the Account after the amendment will be deemed an acceptance of the amendment and the Customer will be bound by it. If the Customer does not agree to a modification, the Customer may close the Account as provided in the Account Agreement. Termination of the Account Agreement by the Customer, as evidenced by closure of the Account, shall not affect any of our or FNCD’s rights or the Customer’s obligations under the Account Agreement or, if applicable, the Agreement, prior to such termination.

3. Closure of the account.

The Bank reserves the right to close the Account and any associated Sub-Account at any time. Such action or notice of such action may also be taken and will be communicated by FNCD. The Account Holder may communicate instructions to close the Account by sending an email to Customer Service or by calling Customer Service at the Telephone Number and Email Address listed below. Once the Account is closed, we are under no obligation to accept deposits or pay outstanding items, but we may do so at our discretion and any access device will no longer be active. You agree to hold us and FNCD harmless for accepting or refusing to accept any check, paper draft or other item on a closed Account. If a balance remains in the Account and any associated Sub-Accounts at the time of closure, a check or checks payable to the Account Owner as indicated in our records will be mailed to the mailing address of record within fourteen (14) business days after the final transaction and/or receipt of the appropriate request to close the Account. Notwithstanding the foregoing, any remaining balance in the Account and any associated Sub-Accounts closed or suspended due to suspected fraud may be held for such period of time as we or FNCD, in our sole discretion, deem reasonable to conduct an investigation and/or prevent fraud or loss; if actual fraud is confirmed, the funds may be held indefinitely. In any event, the Bank reserves the right to refuse to return any remaining balance of less than $200.00.

4. Contact Policy on Account Services and/or Collections.

By providing us with a telephone number from a cellular telephone or other wireless device, including a number that Customer later connects to a cellular device, Customer is expressly consenting to receive calls and messages, including automated and artificial or prerecorded voice message calls and SMS messages (including text messages) and emails (“Communications”) from us, FNCD, our affiliates, FNCD’s affiliates, our agents and FNCD’s agents relating to Customer’s Account, any transaction and/or Customer’s relationship with us or FNCD. Customer acknowledges that automated calls or text messages may be made to any telephone number that Customer, Account Holder or Additional User has provided or may provide in the future, even if Customer’s telephone number is registered on any state or federal Do Not Call list. Customer agrees that FNCD may obtain, and Customer expressly agrees to be contacted at, any email address, mailing address or telephone number provided by Customer, its representative or Additional User at any time or obtained through other lawful means, such as missing person tracing, caller ID capture or other means. Customer agrees to receive automated calls and text messages from FNCD, its affiliates, agents, sales and customer service representatives, even if Customer terminates its Account or terminates its relationship with us, unless Customer opts out (see Terms of Registration ). Calls, data and messages may result in excessive charges from the Customer’s wireless carrier, for which the Customer is responsible.

5. Confidentiality.

We or FNCD may disclose information to third parties about the Account, the Card or related transactions:

• Where necessary to complete transactions;
• To verify the existence and condition of the Account or Card of a third party, such as a merchant;
• To comply with administrative, legal or governmental agency reporting requirements, law enforcement, court orders, subpoenas or other requirements;
• With the written consent of the Client;
• To our or FNCD’s employees, auditors, affiliates, service providers or attorneys, as necessary; or
• Otherwise, as necessary to fulfil our obligations under the Account Agreement.

6. Customer service.

For “Customer Service” assistance or additional account information, please contact us at the “Address”, “Telephone Number” or “Email Address” listed below:

Address: FNCD.

1001 Brikell Bay Dr. Miami, Florida 33131

Telephone number: 1 (800) 9835914

E-mail address: att.online@financredits.com

Agents are available Monday through Friday from 9 a.m. to 5 p.m. To report a lost, stolen or damaged card, call 24 hours a day, 7 days a week, 365 days a year. You can do so through our interactive voice response system at any time or with the help of an agent during our regular business hours.

7. Telephone monitoring/recording.

The Customer acknowledges that the Bank and FNCD may monitor and/or record telephone calls with the Account Holder and/or Additional User to ensure the quality of our Customer Service team, and also when contacting the Customer regarding service and, if involved, collections, or as required by applicable law and the Customer agrees to such monitoring and recording.

8. No guarantee on goods or services.

Neither we nor FNCD are responsible for the quality, safety, legality or any other aspect of the goods or services that the Customer purchases using the Account.

1. Account basics

A business deposit account is a deposit account within the meaning of Article 9 of the Uniform Commercial Code (“UCC”) that is not held or maintained primarily for personal, family, or household purposes. Examples of business deposit accounts include an account owned by a person acting as a sole proprietorship; a partnership; a limited partnership; a limited liability company; a corporation; a joint venture; or a nonprofit corporation. The Account and/or any Subaccount is a Business Deposit Account.

Opening of the Account.

Important Information About Procedures for Opening a New 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 or business that opens an Account. We will ask you for the name, address, date of birth and other information that will allow us to identify the Account Owner who is opening the Account. We may also ask to see a copy of the Account Holder’s driver’s licence or other identification documents. In addition, we will ask you for other information relating to the business entity. If we are unable to validate the identity or authenticity of the Account Holder or the business entity to our satisfaction, we may not open the Account. If we are unable to validate the identity of an Account Holder, we may not provide access to the Account or issue the Card.

To open an Account, the Account Holder must:

• Be at least 18 years of age;
• Be a natural person;
• Be the owner of the small or medium-sized business that intends to use the Account;
• Have a verifiable address in one of the fifty (50) United States or the District of Columbia.

In addition, each business owner may only open accounts for a maximum of ten (10) business entities. We may choose to allow you to open accounts in excess of this limit at our discretion, but any accounts opened will be subject to closure at any time. The account owner’s small or medium-sized business described above may not be a political campaign or related entity. We or FNCD may use information from and share information with third parties to help us determine whether to open an account.

2. FNCD Premier and Plus Plans.

Upon opening an account, the Account Holder may have the option of enrolling in the NDFC Business Checking Account Premier Plan (“NDFC Premier Plan”) or the NDFC Business Checking Account Plus Plan (“NDFC Plus Plan”), which offer reduced pricing on certain account features as well as access to priority customer service. The Account Holder may also enrol in the FNCD Premier Plan or the FNCD Plus Plan through his or her FNCD Dashboard. Please refer to Section J: Fee Schedule for details on discounted pricing.

The FNCD Premier Plan has a monthly fee of $95.00 which will be charged on the same day of each month, unless the day of enrollment does not fall in a given month, in which case the monthly fee will be charged on the last calendar day of that month. The monthly fee will be waived if, during a given billing period, the Customer maintains a minimum average daily balance of $100,000.00 in the Account and/or Subaccount(s). Unless the monthly fee is waived, Customer agrees that FNCD may deduct the monthly fee from the available balance in Customer’s Account and/or Subaccount(s).

The FNCD Plus plan has a monthly fee of $30.00 which will be charged on the same day of each month, unless the day of enrollment does not fall in a given month, in which case the monthly fee will be charged on the last calendar day of that month. The monthly fee will be waived if, during a given billing period, the Customer maintains a minimum average daily balance of $20,000.00 in the Account and/or Subaccount(s). Unless the monthly fee is waived, Customer agrees that FNCD may deduct the monthly fee from the available balance in Customer’s Account and/or Subaccount(s).

If the Customer cancels their enrollment in the FNCD Premier or FNCD Plus plan, benefits will continue until the end of their current billing cycle.

3. FNCD‘s commercial current account sweep programme.

The FNCD Business Checking Account Sweep Program (“Sweep Program”) allows the Bank to automatically arrange to deposit the entire available balance of your FNCD Account into an interest-qualifying deposit account at one or more FDIC-insured banks to increase your insured deposit coverage. The Sweep Program is governed by the Sweep Disclosure of the FNCD Business Checking Account Agreement, which is a binding supplement to this Account Agreement. You will be enrolled in the Sweep Program unless you opt out by contacting Customer Service . If you opt out of the Sweep Program, your deposits will be held only at Evolve Bank, Member FDIC.

4. Additional User.

The Customer may add an Additional User to the Account using the Account Access function. The Customer is responsible for all authorised transactions initiated and charges incurred for the use of the Account. If a person (including, but not limited to, Additional Users) is permitted access to the Account, Account numbers or PIN, we and FNCD will treat this as if the Customer has authorised such use and the Customer will be responsible for all transactions and charges incurred by such person(s). The Customer is fully responsible for the use of the Account in accordance with the terms and conditions of the Account Agreement. Neither we nor FNCD are responsible for any action taken by any Additional User and the Customer agrees to indemnify us and FNCD in connection with any action taken by any Additional User. The Customer is responsible for terminating any Additional User’s access to the Account using the Account Access function. The Bank and FNCD may continue to recognise the authority of an Additional User until the Bank or FNCD has received and had a reasonable time to act on and process a request to terminate the Account Holder’s access.

5. Sub-account.

The Client can add Sub-Accounts using the Sub-Account function. Each Sub-Account will receive a unique account number that is distinct from the account number used for the Account. The Customer is responsible for all authorised transactions initiated and fees incurred by any of the Customer’s Sub-Accounts. Only the Account Holder may add a Sub-Account. Customer may transfer funds between the Account and the Sub-Accounts. Customer may delete one or both Sub-Accounts, but may not delete the Account without closing the Account completely. See section A, entitled “Our Agreement”, subsection 3 “Closing the Account” for more details about Account closures. If an Account Owner requests to delete a Sub-Account, we or FNCD will request that any balance in the Sub-Account be transferred to the Account before deleting the Sub-Account. Neither we nor FNCD is responsible for Customer’s use of the Sub-Accounts, including but not limited to payments, fund transfers, withdrawals or checks made from the Sub-Accounts. We reserve the right to provide and close Sub-Accounts at our discretion and may suspend or discontinue the Sub-Account feature at any time.

6. Authorisation and Indemnification.

The customer authorises FNCD and the Bank to:

• view and obtain information about the Account;
• providing information to service providers on account balances and transactions; and
• perform transactions in the Account as necessary for reconciliation purposes, fee credits or debits, dispute-related adjustments, and any other applicable accounting adjustments.

7. Compliance with laws and regulations.

Customer agrees to comply with all laws applicable to the Account Agreement, including but not limited to regulations or ordinances, orders of governmental and governmental authorities, federal and state privacy laws, and anti-money laundering laws. The Customer shall indemnify FNCD and the Bank for any loss, liability or expense (including attorneys’ fees and expenses) resulting from or arising out of any breach of any of the foregoing warranties or agreements.

8. Our relationship with the client.

The Account Agreement and the deposit relationship do not create a fiduciary relationship between the Bank or FNCD and the Customer, the Account Holder or any Additional User.

9. Working days.

Our business days are Monday through Friday, except Federal Reserve Bank holidays, even if we are open. Any reference to “days” in this Account Agreement refers to calendar days unless otherwise stated.

10. Our right to block the account.

As part of our loss prevention programme or for security, legal or regulatory reasons, where we or FNCD suspect that irregular, unauthorised or illegal activities may be occurring in connection with the Account or any Sub-Account, the Bank may block, freeze, suspend or suspend the balance of the Account (and any other account the Customer maintains with the Bank, including any Sub-Account) pending an investigation of such suspicious activities. If the Bank blocks the Account, it will give any notice required by the laws governing the Account.

11. Our right to limit transactions and account features.

For security, reputational, legal or regulatory reasons, and as part of our loss prevention program and verification processes, we or FNCD may, in our sole discretion, with or without prior notice, limit the availability, type, amount or number of transactions you may make, or the functionality you may use, with the Account and any Sub-Account, including, but not limited to: (i) the ability to transfer funds to the Account or any Sub-Account from an external linked account or vice versa; (ii) restrictions to comply with applicable law or to limit our liability or exposure; and (iii) other restrictions to prevent fraud or other losses.

For security reasons, to prevent fraud and/or to comply with legal obligations, we or FNCD may request additional information from you and third parties. We may place your payment, deposit or payment method on hold for review. If you do not cooperate with our review process, your deposit or payment may be delayed or declined, and we reserve the right to take appropriate action on your Account, including closing your Account. We reserve the right to limit or refuse your use of a particular payment method for any reason in our sole discretion. We may impose limitations on the size, frequency and timing of payments or deposits. We may refuse to make payments or deposits or otherwise deny you use of the Account, and we may refuse to explain why.

12. Force majeure.

The Bank and/or FNCD in its role as programme manager and Client shall not be considered in default of any of its obligations under the Account Agreement if its performance is delayed, hindered or rendered impossible due to any act of God or any public enemy, hostilities, war (declared or undeclared), guerrilla or terrorist activities, act of sabotage, blockade, earthquake, flood, landslide, avalanche, earthquake, earth movement, hurricane, storm, explosion, fire, labour disturbance, riot, insurrection, strike, sickness, accident, civil commotion, epidemic, pandemic, act of government or its agencies or officials, power interruption or transmission failure, or any cause beyond the control of the Bank and/or FNCD or the Customer.

1. General rules governing the account

Neither the Account nor the Customer’s obligations under the Account Agreement may be assigned. We may transfer our rights under the Account Agreement. Use of the Account is subject to all applicable rules and customs of any clearing house or other association involved in transactions. We do not waive our rights by delaying or failing to exercise them at any time. If any provision of the Account Agreement is determined to be invalid or unenforceable under any rule, law or regulation of any governmental agency, local, state or federal, the validity or enforceability of any other provision of the Agreement shall not be affected. This Agreement shall be governed by the law of the State of Tennessee, except to the extent governed by federal law.

1. Deposits to the Account.

Except for cash transfers only to the Account, make deposits to the Account or any Sub-Account using any of these methods:

We may choose to allow deposits in excess of the specified limits at our discretion. Deposits made to the Account and/or any Sub-Accounts are aggregated to determine frequency and dollar limits.

Direct Deposits or ACH Transfers: The name of the payee on any direct deposit or ACH credit we receive must match the business name, Customer name or additional User name associated with the Account. Any deposits received in any other name may be returned to the originator.

Feature subject to availability and restrictions/limitations. See Section B(9) “Our Right to Limit Transactions and Account Features” above for more information. A qualifying transfer must originate from an external account owned by a Customer or Qualifying Account Holder. The external account must be linked to your Account or any Sub-Account. The external account holder must validate the linkage through the use of banking credentials and multi-factor authentication where applicable.

2. Direct cash, paper cheques and foreign currency deposits are not accepted.

We are not responsible for any deposits, including cash, that are lost in the mail, in transit or not received by us. In addition, we do not accept the following types of deposits:

• Cash : We do not accept cash deposits directly. Any cash transfers sent to us by mail or to FNCD will be sent by standard U.S. mail to the Customer’s registered address. Please refer to subsection 1 above entitled “Deposits to Account” for additional details on the use of third party money transfer services used to deposit cash funds to the Account.
• Paper Checks: Personal checks, business checks, cashier’s checks, money orders or any other type of paper check or payment may not be deposited by mail. All checks and money orders sent to us or FNCD for deposit will be returned unless the full amount can be applied to a negative balance, in which case the check or money order may or may not be deposited to the account at our discretion.
• Foreign Currency : We do not accept deposits in foreign currency. All deposits received in foreign currency will be sent by standard U.S. mail to the Customer’s registered address.

3. Pre-authorised transfers.

An account or sub-account’s 12-digit account number and bank routing number may be used for pre-authorized direct debits (“ACH Debit”) from merchants, Internet service providers or other utility service providers and for the purpose of initiating direct deposits to the account or any sub-account (“ACH Credit”). These transfers will be processed in accordance with the operating rules of the National Automated Clearing House Association (“NACHA”) and Customer agrees to comply with NACHA’s rules. Additional information on preauthorized transfers is available in Section G, entitled “Electronic Funds Transfer Disclosures and Special Terms and Conditions.

4. Direct deposits or ACH credits from an external account at another financial institution.

The payee name on any direct deposit or ACH credit we receive must match the company name, customer name, or additional user name associated with the account. Deposits received in any other name may be returned to the originator.

5. Availability of funds.

Please refer to section L, entitled “Funds Availability Policy” for further details The ATM cheque deposit facility is not available.

7. Deposit corrections.

If you incorrectly transfer funds to the Account or Sub-Account, we may correct the situation by deducting the amount of the erroneous deposit from the Account or Sub-Account without notice to you. If there are insufficient funds in the Account or Subaccount at that time, the Account or Subaccount may become overdrawn. See subsection 9 below entitled “No Overdraft” for more information on what happens if the Account or any Subaccount has a negative balance.

8. No overdraft.

You may not overdraw your account or subaccount. If the available balance in the account or subaccount is not sufficient to cover any authorized payment, withdrawal, or check, we may refuse to accept the payment, withdrawal, or check. If the balance in the account or Subaccount becomes negative for any reason, one or more deposits must be made immediately to cover the negative balance. You do not have the right to defer payment of this negative balance. If the balance in your Account or Sub-Account becomes negative and remains negative, the Bank or FNCD, on behalf of the Bank, may use the funds in your Account or any Sub-Account to pay the negative balance in your Account or Sub-Account without any further notice or demand. In addition, FNCD, on behalf of the Bank, has the right to set off any liabilities, direct or contingent, past, present or future that you owe against your Account or Sub-Account, including liabilities arising from extensions of trade credit. In addition, you grant to the Bank a lien and security interest in the funds on deposit in your Account as security for all of your obligations and liabilities to FNCD or the Bank, as applicable, now or in the future. If the Account or any Sub-Account has a negative balance for sixty (60 calendar days), it will be closed and FNCD, FNCD’s affiliates and/or FNCD’s agent or a contracted third party, including but not limited to attorneys or law enforcement officers, may commence collection activities. The Bank or FNCD may pursue any legal remedies to resolve any negative balance on the Account or Sub-Account, and Customer agrees that FNCD or the Bank, as applicable, has the right to charge Customer for any and all costs and expenses (including, without limitation, reasonable attorney’s fees) associated with such efforts, including, without limitation, arbitration or litigation, in accordance with applicable law.

10. Unauthorised or incorrect debits from the account.

Customer Service must be notified no later than 1:00 p.m. (U.S. Eastern Time) on the business day following the date an unauthorized ACH debit or check debit was made to the account or sub-account in order for the item to be returned to the originator. If we receive notification after this deadline, we may not be able to return the item and the customer may be liable for losses incurred. To report an unauthorised or incorrect debit to the account or sub-account, please contact customer service at our telephone number or e-mail address shown in subsection A(6) above.

11. Liens, encumbrances and other legal proceedings.

If the Account or any Subaccount becomes subject to legal action, such as a tax levy or third-party garnishment, we reserve the right to refuse to pay any money from the Account or Subaccounts, including checks, ACH debits, card transactions, or other items presented for payment, until the action is resolved. If we are required to pay a levy, garnishment or tax lien, we are not liable to you. Payment is made after any fees, charges or other debts owed to us are satisfied. Until we receive the appropriate court documents, we may continue to process transactions against the Account, even if we have received unofficial notice of an adverse claim. You will indemnify us for any loss if we do this.

12. Inactivity and reversal of accounts. Inactivity and reversal of accounts.

Subject to applicable law, any Account that has been (i) inactive for six (6) months after Account opening, or (ii) inactive for twelve (12) months, may be subject to closure at the Bank’s discretion. If the Account is dormant for a period of time, it may be considered inactive and subject to reversal. Each state has different laws as to when the Account will be subject to reversal and we may be required to send the Account balance to the state of the Customer’s last known address. We will use reasonable efforts to contact you before transferring the remaining balance of the Account and any associated Sub-Accounts to the appropriate state.

13. Periodic declarations.

Periodic statements for the Account and any Sub-Accounts will be made available to Customer each month on the Website and will be deemed correct. Please review the statement for each statement period carefully and notify us of any discrepancies within thirty (30) days after the statement is made available.

1. How to use the FNCD MasterCard or Visa Business Debit Card

The account holder will be issued with a Mastercard or Visa commercial FNCD debit card (“Card”) for use with the account (a “Cardholder”). The Customer acknowledges and agrees that the funds that can be accessed through the use of the Card are limited to the funds available in the Account. The expiry date of the Card is identified on the back of the Card. The card is the property of the bank and must be surrendered upon request. The Card is not transferable and may be cancelled, recalled or revoked at any time without notice, subject to applicable law.

Activate the card.

The card must be activated via the website or mobile app by calling customer service before it can be used. The cardholder will be required to provide personal information to verify their identity.

2. Personal identification number.

The Cardholder must select a personal identification number (“PIN”) for the Card via the website or mobile application or by calling customer service. The Card must be activated before the PIN can be used. See activation instructions above in subsection 1 entitled “Activation of the Card”. You must not disclose your User ID, Password or PIN or provide the Account or Card numbers (collectively, “Account Credentials”) to any person not authorised by you to use the Account or Card; you must not write the PIN anywhere on the Card or on any object you keep with the Card; and you must not leave a computer terminal or mobile device unattended after logging in and accessing the Account. When entering a PIN on a terminal, the Cardholder must ensure that it cannot be observed by others; the PIN must not be entered on any terminal that appears modified or suspicious. If the Cardholder believes that someone has gained unauthorised access to his or her PIN, he or she should immediately notify Customer Services.

3. 3. Additional users.

You are responsible for all authorised transactions initiated and fees incurred for the use of the Card or Account. If any person (including but not limited to Additional Users) is permitted access to the Account, Card, Card number(s), Account number(s) or PIN, we and FNCD will treat this as if the Customer has authorised such use and the Customer will be responsible for all transactions and fees incurred by such person(s). The Customer is fully responsible for the use of the Account in accordance with the terms and conditions of the Account Agreement. Neither we nor FNCD are responsible for any action taken by any additional User and the Customer agrees to indemnify us and FNCD in relation to any action taken by any additional User;

4. Access to cash.

With the PIN, the cardholder can use the card to obtain cash at any automated teller machine (“ATM”) bearing the Mastercard acceptance marks^® , Maestro^® , MoneyPass^® , Cirrus^® or Interlink^® . All ATM transactions are considered cash withdrawal transactions. In addition, the card can be used to receive cash back at a point-of-sale (“POS”) when making a purchase at a merchant offering the service and to request an over-the-counter (“OTC”) cash withdrawal at a participating bank. These are the limits associated with cash withdrawals when using the card:

*The total limit for all ATM cash withdrawals, point-of-sale cash refunds and OTC cash withdrawals is $1000.00 per calendar day. ATM owner-operators, merchants and participating banks may impose their own fees and lower limits for cash withdrawals.

**Limits may change based on the length of time the account has been open, transaction history and overall account status. Any increase in limits does not guarantee future increases, and we reserve the right to enforce the limits disclosed in this Agreement.

5. Transaction limitations.

Maximum transaction limits are subject to the available balance of the Account. These are the maximum limits when using the Card:

This transaction limitation is subject to the aggregate limit set forth in the section above, which means that ATM cash withdrawals, point-of-sale cash redemptions, and OTC cash withdrawals cannot exceed $10,000 in a calendar day, but other Card transactions in excess of this amount may be made up to the limit set forth above. As an example, the Card can be used to withdraw $1,000.00 from an ATM and purchase $8,000.00 worth of goods in a calendar day, but the Card cannot be used to withdraw $3,000.00 from an ATM and purchase $7000.00 worth of goods in a calendar day.

The Card may be used to purchase or rent goods or services anywhere Mastercard and Interlink Cards are accepted, subject to the limits described in this document, including the prohibition that transactions not exceed the available balance in the account. Some merchants do not allow customers to conduct split transactions if the card is used as partial payment for goods and services and the remaining balance is paid with another form of legal tender. If the cardholder wishes to make a split transaction and the merchant allows it, the merchant must be instructed to charge the card only for the exact amount of funds available in the account. The cardholder should then arrange to pay the difference using another payment method. Some merchants may require payment of the remaining balance in cash. If the cardholder does not inform the merchant to complete a split transaction before swiping, tapping or inserting the card, the card may be declined.

If the Card is used at an automatic fuel dispenser, in a pay-at-the-pump transaction, the transaction may be pre-authorized for up to $75.00 or more. If the Card is declined, even if the Account has sufficient funds available, the Cardholder must pay for the purchase at the cashier. If the Card is used at a restaurant, hotel, for car rental or similar purchases, the transaction may be pre-authorized for the amount of the purchase plus up to 15% or more to ensure that sufficient funds are available to cover tips or incidentals. A pre-authorisation places a hold on available funds until the merchant sends us the final payment amount of the purchase. Once the final payment amount is received, the hold on the pre-authorised amount will be removed. It may take up to seven (7) days to remove a hold.

During the hold period, the Client will not have access to the pre-authorised amount.

All transactions related to automobile and hotel rentals may result in a hold on that amount of funds for up to sixty (60) days. If the 16-digit Card number is used without presenting the Card (for example, for a mail order, telephone or Internet purchase), the legal effect will be the same as if the Card itself had been used. For security reasons, we may limit the amount or number of transactions the Cardholder can make with the Card. For security reasons, we may, with or without notice, limit the type, amount or number of transactions you can make with the Card.

We may also apply additional restrictions including, but not limited to: restricted geographic or business locations where there is an increased risk of fraud or illegal activity; restrictions to comply with laws or to limit our liability; restrictions related to transactions with restricted industries; and other restrictions to prevent fraud and other losses. The Card is not redeemable for cash. Each time the Card is used, you authorise us to reduce the value available on the Account by the amount of the transaction and any applicable fees. Only the available balance of the Account can be spent through individual transactions or a series of transactions. If a transaction exceeds the available balance in the Account, you remain fully liable to us for the amount of the transaction and any applicable fees. See section C, entitled “General Rules Governing the Account”, subsection 9 “No Overdrafts” above for additional details if the Account balance becomes negative.

Neither the Customer nor the Cardholder has the right to stop payment on any purchase or payment transaction originated by the use of the Card. If the Cardholder authorises a transaction and then fails to purchase that item as planned, the approval may result in a hold on those funds for up to sixty (60) days.

6. Transactions in foreign currency.

If the Cardholder uses the Card to make a purchase in a currency other than the currency in which the Account is denominated, Mastercard or Visa will convert the amount deducted from the available balance of the Account into an amount in the currency of the Account and the Card. The exchange rate between the transaction currency and the billing currency used to process international transactions is an exchange rate selected by Mastercard from the range of exchange rates available in the wholesale currency markets for the relevant central processing date, which may vary from the exchange rate received by Mastercard or the government-mandated exchange rate in effect for the relevant central processing date. For such transactions, Mastercard or third parties may charge associated fees.

7. Receipts.

The cardholder must obtain a receipt each time the card is used for a transaction. The customer is responsible for retaining, verifying and reconciling all card transactions and receipts.

8. Card replacement.

If a Card needs to be replaced for any reason other than expiration of the Card, the Account Holder or Cardholder should contact Customer Service through the Website or Mobile Application or by calling our Telephone Number to request a replacement Card. For express delivery of a replacement Card, a fee of $120 per shipment will apply.

9. Expiration of the card.

The card does not expire before the “EXP DATE” date printed on the back of the card. The card cannot be used after the expiry date; however, a replacement card will be automatically mailed to the customer prior to the expiry of the expiring card. If a card needs to be replaced for any reason other than card expiration, the account holder or cardholder must follow the procedures described in the subsection above entitled “Card Replacement”.

10. Lost or stolen card and account information; transaction dispute information (card transactions only).

The customer is responsible for all transactions and charges incurred by the use of the card. The customer and the cardholder will take reasonable precautions to prevent unauthorised use of the card. If the Cardholder’s PIN is disclosed to someone and that person then makes a transaction using the Customer’s Card, the transaction will be deemed authorised and the person will continue to be authorised to make transactions until the Account Holder notifies us otherwise by telephone.

NOTIFY US IMMEDIATELY if the Customer or Cardholder believes that the Card has been lost or stolen or if the PIN or Account number is no longer secure or confidential. Notification can be made by telephoning Customer Service or by communicating via the website or mobile application. You must contact us no later than sixty (60) days after we have posted the transaction to the Account. The Customer must provide us with all information we need to investigate the alleged error or item. Customer must also file any police reports and provide any supporting affidavits and testimony we reasonably request. If the Customer fails to comply with the above requirements, we will not be obligated to reimburse the Customer for any claimed loss, and the Customer will not be able to bring any legal claim against us in any way related to the item or errors.

Regardless of the Customer’s or our care or lack of care, if the Customer does not discover and report an error or unauthorised transaction within 60 days of the date of the Customer’s statement or the date the information about the item or transaction is made available to the Customer, whichever is earlier, the Customer’s statement will be deemed correct. We shall not be liable for any unauthorised transactions, errors or claims for transactions contained in such statement.

1. Responsibilities, obligations and limitations
2. Security procedures.

The Bank has security and verification procedures in place to ensure authentication and verification of Customer payment orders (the “Security Procedures”). For purposes of this Agreement, “payment order” shall have the meaning set forth in Article 4A of the Uniform Commercial Code entitled “Funds Transfers” as adopted by the state whose law applies to the Account to which the payment order is directed. In general, to submit payment order requests, the Account Holder or Additional User must either log in to the Website or Mobile Application by passing two-factor authentication or log in to the Website or Mobile Application on a device that has been previously verified during a two-factor authenticated session. The Customer agrees that such Security Procedures are commercially reasonable for the Customer and the Customer shall be bound by any instruction, wire transfer request, transaction, service change order or any other communication that is executed by the Bank or FNCD, on behalf of the Bank, in accordance with the Security Procedures. The Customer acknowledges and agrees that the Security Procedures are not intended to detect errors in the transmission or content of information transmitted by the Customer, and agrees to be solely responsible for the discovery and identification of any errors and for informing the Bank of such errors as described below. If the Customer requests that certain Security Procedures be used in connection with a service provided by the Bank or FNCD, and such other security procedures provide less protection than other security procedures offered by the Bank or FNCD, the security procedures chosen by the Customer shall be deemed commercially reasonable. We may, in our sole discretion, require additional or new Security Procedures and/or change any Security Procedures from time to time. See section A, entitled “Our Agreement”, subsection 2 “Amendments to the Account Agreement” for further details. Customer’s continued use of a service after the Bank or FNCD has required new or additional Security Procedures or changed Security Procedures shall constitute Customer’s acceptance that such Security Procedures are commercially reasonable.

2. Customer recognition.

The Customer acknowledges (i) the inherent risks and liabilities associated with conducting business over the Internet and that there can be no guarantee that enquiries or transaction activity will be completely secure, notwithstanding security procedures established by us, such as firewalls, passwords and data encryption. The Customer also understands that access to the Mobile Application will not be free from delays, malfunctions or other inconveniences generally associated with this electronic medium, and further agrees that neither we nor FNCD are responsible for any such delays, malfunctions or inconveniences; (ii) the Customer is responsible for maintaining all equipment necessary for its access to and use of the Account and any Sub-Account; and (iii) the Customer authorises FNCD, the Bank or any third party on behalf of FNCD or the Bank, to act as agent in processing transaction instructions received from the Customer via the Internet, and to post such transactions to the Account. The Customer shall be solely responsible for the timeliness, accuracy and appropriateness of the data entered, as well as the completeness of any instructions entered, including when instructions are entered for multiple transactions and/or scheduled transactions.

3. Additional responsibilities of the client.

You are responsible for the actions of any person using the Website or Mobile Application after logging in with the Account Holder’s or Additional User’s Account Credentials, except as otherwise set forth herein or as part of the Account Agreement. We and FNCD are entitled to rely and act on instructions received using the Account Holder’s Account Credentials. You are also responsible for establishing and maintaining security measures and complying with the Security Procedures, including maintaining the confidentiality of your Account Credentials and ensuring that the Account Holder and any Additional Users are logged out of the Website or Mobile Application when you end a session to prevent unauthorised persons from accessing the Account.

4. Disclaimer of warranties.

To the fullest extent permitted by law, we and FNCD make no warranties of any kind in connection with the website or mobile application, whether express or implied, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose. We and FNCD also do not warrant that the website or mobile application or any functionality will be uninterrupted or error-free, that defects will be corrected, or that the website or mobile application is free of viruses or other harmful components. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WEBSITE OR MOBILE APPLICATION AND ACCOUNT IS AT YOUR SOLE RISK AND THAT THE WEBSITE AND MOBILE APPLICATION ARE PROVIDED ON AN “AS IS” BASIS.

5. Processing and presentation of information.

The Bank and FNCD shall not be responsible for determining the accuracy, timeliness or completeness of the information or instructions an Account Holder or Additional User provides to us for any service related to the Account or any Sub-Account. Customer agrees to maintain adequate back-up files of the data it submits for a reasonable period of time to facilitate any necessary reconstruction or reprocessing of Customer’s transactions (for example, due to a telecommunications failure). If we are unable to provide processing services for any reason, we will take reasonable steps to resume processing within a reasonable time.

The Bank and FNCD may also allow the Customer to upload invoices, receipts or similar documents to the Customer’s Account, including through the use of an email address specifically for this purpose. The Customer is solely responsible for such documents uploaded, created, recorded, processed, approved, paid and/or synchronised or shared with third parties through the Customer’s Account. Neither the Bank nor FNCD are responsible for such documents, including those sent to the wrong address or not received, nor are they responsible for the content of documents uploaded through this service. As email may not always be a secure method of communication, the Bank and FNCD do not permit documents containing non-public personal information that identifies, relates to or can be reasonably linked to an individual consumer or household to be emailed to the Account through this service, and any breach of this limitation by the Customer is at the Customer’s sole risk. The Bank and FNCD make no representations or warranties as to the security of documents uploaded through this service, including e-mail. The Customer agrees to be fully responsible for any alleged or actual misuse of this service, including the content of documents sent to the email address provided.

6. Unauthorised transactions and errors.

The Bank’s security procedures are not designed to detect errors, such as duplicate payments or errors contained in Customer instructions. Neither we nor FNCD shall be obligated to detect errors by the Customer, Account Holder, Additional User or others, even if we take certain steps from time to time to do so. It is Customer’s responsibility to call Customer Service immediately if Customer believes that Account Credentials have been lost, stolen or made available to an unauthorized person, or that someone has viewed, downloaded or deleted electronic records of the Account or any Sub-Account without Customer’s permission, or if Customer, Account Holder or Additional User suspects any fraudulent or unauthorized activity (including errors) on the Account. The Customer further agrees to comply with all notification requirements set forth in the Account Agreement. The Customer shall be liable for unauthorised transactions (including errors) processed in good faith by the Bank unless and until notice has been provided to customer service in accordance with the terms set out in the Account Agreement and the Bank has had a reasonable opportunity to act on such notice. The Customer agrees to promptly refund any amount erroneously credited to the Account.

7. Data and Information Supplied by the Client.

The Customer shall transmit or deliver data and other information in the format provided for in the Account Agreement. The Customer shall be solely responsible for ensuring the accuracy and correctness of the data transmitted. The Client acknowledges and agrees that the Bank will not examine the data for accuracy and that neither the Bank nor FNCD shall have any liability for any errors in the data transmitted by the Client. The data transmitted by the Customer must be legible, correct and complete. The Bank shall not process or be liable to the Customer for failure to process the data if it is not in the format specified by the Bank or FNCD or if the data is incomplete. Neither the Bank nor FNCD shall be liable for errors or omissions caused by data that is rejected as a result of the Customer’s failure to provide data in accordance with the standards specified in the Account Agreement or applicable instructions. The Customer agrees that it shall be solely responsible for, and neither the Bank nor FNCD shall have any liability for, any data or other information that is not received by the Bank or for any data or other information that is intercepted or altered by an unauthorised third party. The Customer agrees that the Bank is under no obligation to accept any data or other information and may therefore reject any data or other information transmitted or submitted by the Customer in connection with the Account Agreement.

8. Data review.

The Customer is solely responsible for confirming the accuracy and validity of all information, data, entries and processing services prepared by the Bank and delivered to the Customer in connection with the Account. The Customer agrees to carefully review all records and other information provided or made available to the Customer by the Bank or FNCD and to report any discrepancies within thirty (30) days after receipt by the Customer of the record or other information showing such discrepancies. Failure by the Customer to promptly inform the Bank within the specified time of the existence of any discrepancy in any record or other information shall constitute acceptance by the Customer of the record or other information as valid and accurate and shall preclude the Customer from asserting against the Bank or FNCD any claim arising out of the discrepancy or any loss caused thereby.

9. Limitations of the Bank’s liability and obligations towards the Client.

In providing the services required by the Account Agreement, the Bank and FNCD shall be entitled to rely solely on the information, representations and warranties provided by the Client, the Account Holder and the Additional User in accordance with the Account Agreement. Except as otherwise specifically provided by law, the Bank shall be liable only for the provision of the services expressly provided for in the Account Agreement and shall be liable only in the event of loss due to its gross negligence or wilful misconduct in the provision of such services. In no event shall the Bank or FNCD have any liability for any consequential, special, incidental, punitive or indirect loss or damage that the Customer may incur or suffer in connection with the Account Agreement, whether or not the Bank or FNCD knew or contemplated the likelihood of such damages and regardless of the legal or equitable theory of liability that the Customer may assert. The Bank is not liable for any damages the Customer may incur due to a delay in FNCD providing the Bank with any notice or information FNCD receives from the Customer. The Customer agrees to indemnify and hold harmless the Bank and FNCD and to pay promptly on demand any and all losses arising out of (a) any action or omission taken by the Bank or FNCD pursuant to the Account Agreement or (b) any action or omission taken by the Customer. These indemnities shall apply, without limitation, to any loss arising from the dishonour of any cheque or other debit item. In addition, Customer agrees to indemnify and hold harmless the Bank and FNCD from and against any and all losses, charges, liabilities, costs, fees or expenses (including, without limitation, attorneys’ fees and expenses) that the Bank and/or FNCD, as applicable, suffer or incur as a result of any actual or threatened lawsuit, claim, arbitration or other third party action arising out of or in connection with this Agreement.

Without limiting the foregoing, the Bank and FNCD shall not be liable for and shall be excused from failing or delaying to act if such failure or delay is caused by a legal restriction, interruption of transmission or communication facilities, equipment failure, war, act of terrorism, emergency conditions or other conditions beyond the Bank’s control. To the extent permitted by law, the Bank and FNCD shall not be liable for and shall be excused from failing to process or delaying to process a funds transfer (i) if, in the sole discretion of the Bank or FNCD, processing a transfer would violate or contribute to a violation of any law, regulation or regulatory requirement; or (ii) if processing a transfer would, in the sole discretion of the Bank or FNCD, cause it to engage in an unsafe and unsound practice. Without limiting the generality of the foregoing, in no event shall the liability of the Bank or FNCD for any loss, cost or liability arising out of the gross negligence or willful misconduct of the Bank or FNCD exceed the average monthly charge for services related to the Account in question for the month preceding the date of the loss, except as required by Article 4A of the UCC. Any claim, action or proceeding by Customer to enforce the terms of the Account Agreement or to recover any.

The loss related to the account must be initiated within one year from the date the event giving rise to the claim, action or proceeding occurs. The Customer agrees to cooperate with the Bank and FNCD in any loss recovery efforts. The Bank or FNCD agrees to mitigate any loss or liability arising in connection with the Account. Customer acknowledges that the Bank’s fees have been established in contemplation of: (a) these limitations on the Bank’s liability; (b) Customer’s agreement to review statements, confirmations and notices promptly and to notify the Bank promptly of any discrepancies or problems; and (c) Customer’s agreement to assist the Bank or FNCD in any loss recovery efforts.

10. Current day’s balance information and current day’s transactions.

The Customer acknowledges that Account information and Sub-Account information with respect to the current day may change. For example, over-the-counter items may not be reflected and communication interruptions may occur and the Bank will not be responsible for the current day’s balance or current day’s transaction information. The Customer acknowledges that the Customer’s decisions based on the Bank’s information about current day balances and current day transactions must take into account information that is known or should be known to the Customer, the Account Holder, the Additional User or the Customer’s employees and that is not known to the Bank or is not reflected in the current day balance or transaction information that the Customer obtains from the Bank.

11. Use of data.

Customer acknowledges that the Bank and FNCD will receive Customer’s application for an Account and Sub-Account and transaction data for separate use, including but not limited to use by FNCD for marketing and credit purposes in accordance with FNCD’s Privacy Policy.

1. Bank transfer service

The following provisions apply to bank transfers that the Client sends or receives through the Bank.

The Uniform Commercial Code (“UCC”) includes provisions related to wire transfers. The provisions define the following terms: funds transfer, payment order, and payee. The terms are used here as defined in Article 4A of the UCC entitled “Funds Transfers” as adopted by the state whose law applies to the account for which the funds transfer service is provided. In general, a funds transfer is the process of carrying out payment orders leading to payment to a payee. The payment order is the set of instructions given to the bank to transfer funds. The beneficiary is the person or company that received the payment.

Subject to the terms and conditions of the Account Agreement, the Customer hereby authorises the Bank and the Bank hereby agrees to honour, execute and debit the Account and/or any Sub-Account for all requests made through the Website and the Mobile Application, by the Account Holder or Additional User for the bank transfer of funds.

1. General.

The Account Holder or Additional User may send domestic wire transfer requests in the US via the website or mobile application. Bank transfer requests will not be accepted through any other means. The bank processes incoming US domestic bank transfers to the account or any sub-account. Wire transfer refers to the transfer of funds through the Fedwire® Funds Service of the Federal Reserve Banks or other means. Wire transfer does not include transfers made through the Automated Clearing House (“ACH”) system. For outgoing wire transfers, a fee is charged to the account or sub-account associated with or originating the outgoing wire transfer. Information on the fee can be found below.

2. Verification of bank transfer requests.

A bank transfer request will only be processed if the request complies with the Security Procedures. The Security Procedures include the method for sending bank transfer requests and closing times, and may include additional review depending on the amount of the bank transfer request and/or the validity of the Account. The Account Holder or Additional User may initiate a bank transfer via the Website or the Mobile Application. The Account Holder or Additional User must log in to the Website or the Mobile Application and pass two-factor authentication to submit a bank transfer request. The Account Holder or Additional User also agrees to comply with any other Security Procedures that the Bank or FNCD may adopt now or in the future to initiate wire transfer requests. The Customer agrees that any wire transfer request, or request for modification or cancellation of a wire transfer request, as described below, made in accordance with the Bank’s Security Procedures, shall be conclusively deemed to be an instruction from the Customer, whether or not the Customer authorised it, and the Customer shall pay the Bank, and the Bank is authorised to charge the Account or Sub-Account, for any such wire transfer.

3. Procedures and accuracy of bank transfer requests.

All wire transfer requests must comply with the Bank’s procedures, which may be amended by the Bank or FNCD from time to time. The procedures include the method for submitting wire transfer requests and closing times. The Customer understands that the accuracy of the account/route/transit number associated with a financial institution (“FI”) and the account number of the recipient of a wire transfer, i.e. the beneficiary, is critical. The Customer acknowledges and agrees that the Bank and the beneficiary’s FI may rely solely on the account/route/transit number or a similar identification number that the Customer provided in the wire transfer request to identify (a) the beneficiary and (b) the beneficiary’s FI. The Customer shall pay the Bank, and the Bank is authorised to charge the Account or Sub-Account, for any wire transfer made by the Bank at the Customer’s request using such account/route/transit number or similar identification numbers, even if the Customer identified the beneficiary or FI by name. If there is a discrepancy in the Customer’s bank transfer request between the name of the beneficiary or FI and the account/route/transit number or similar identification number of such beneficiary, the Bank shall make and is authorised to make payment on the basis of such identification number, even if the result is that payment is made to a beneficiary or FI other than the one designated by the Customer by name.

4. Time of bank transfer request; sufficient funds available.

Regardless of the time or day on which the Customer completes a wire transfer request via the Website or the Mobile Application, the Bank’s Wire Transfer Department’s business hours determine when wire transfer requests are processed. The business hours and processing cut-off times are set out below. The Bank may change the business hours and cut-off times from time to time. Bank transfer requests received on a non-business day or after business hours on a business day will be processed on the next business day. The Bank is not obliged to act on the day on which it receives a wire transfer request if the request is received after business hours or if the Bank cannot reasonably execute the wire transfer request within such business hours. The Bank is authorised to use any means for the transmission of funds that the Bank deems appropriate. The Bank is not obliged to accept bank transfer requests unless the Customer has or arranges to have in the Account or Sub-Account a balance of funds actually collected and finally sufficient to cover the amount of the bank transfer and the fees to be charged to the Account or Sub-Account. If, due to circumstances beyond its control, the Bank delays beyond the time limits appearing in this section of the Account Agreement or by law in acting on a wire transfer request, the time limit for acting will be extended by the time necessary to complete the action, if the Bank exercises such diligence as the circumstances require.

5. Handling of Bank Transfer Requests, Modifications, Revocations and Discrepancies.

The Customer may request the Bank to modify or cancel any wire transfer or related instruction subject to authentication using the procedures set out above, and the Bank will use its best efforts to comply with such request if the request is made at a time and in a manner that gives the Bank a reasonable opportunity to act on the request before making the wire transfer or carrying out the instruction as originally requested by the Customer; provided, however, that the Customer agrees that the Bank and FNCD shall not be responsible and shall have no liability for any loss resulting from any delay in the handling or completion of a wire transfer request, or for the Bank’s inability for any reason to carry out a requested modification or cancellation of a wire transfer request. If the Customer requests the Bank to recover funds that the Bank has already transferred pursuant to a wire transfer request, the Bank may attempt to do so at its sole discretion, but the Bank shall not be obliged to seek recovery of any funds. If the Bank accepts a request to attempt to recover funds, the Bank will take such action as it deems reasonable under the circumstances, including, for example, sending a request to reverse the transfer to any financial institution that has received such funds. In no event, however, shall the Bank be deemed to have guaranteed or otherwise ensured the recovery of any part of the amount transferred, or to have accepted liability for any amount transferred before the Bank received and had time to act on the request to amend or cancel the wire transfer request.

6. Duties of the Bank.

The Bank’s duties and responsibilities with respect to wire transfers are specifically contained in this section of the Account Agreement. The Bank will exercise the same degree of care and discretion in acting on an instruction for the wire transfer of funds as the Bank would normally exercise in the wire transfer of funds for its own account; HOWEVER, THE BANK WILL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT OR FOR ANY ACTION TAKEN OR OMITTED BY THE BANK, EXCEPT FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT. Any claim for compensation by Customer must be made in writing and received by Customer Service within a reasonable time, not to exceed fourteen (14) days from the date of the transaction on which the claim is based.

7. Fees and charges.

A fee of fifteen dollars ($45.00) is charged for each outgoing wire transfer request to the Account or Subaccount associated with or originating the outgoing wire transfer. Receiving and/or beneficiary financial institutions may also charge fees for a wire transfer returned due to insufficient or incorrect information provided by the Customer that prevented the funds from being applied to the beneficiary’s account. Fees may vary and will be deducted by the charging financial institutions from the funds returned to the Account or Sub-Account.

8. Law enforcement.

By using wire transfer services, the Customer represents that (a) the Customer is not located in a country subject to U.S. government sanctions, including, without limitation, the Crimea region of Ukraine, Cuba, Iran, North Korea or Syria, or other U.S. government embargoes, (b) the Customer is not a person, group or entity that has been designated by the U.S. government as a Specially Designated National (SDN) or in a “terrorist supporting” country, (c) is authorised under U.S. federal, state and local laws to conduct financial transactions with the Bank, (d) the Customer is not subject to sanctions by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury, (e) the Customer is not subject to sanctions by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury, and (e) the Customer will not use the Account or any service provided by FNCD or the Bank to facilitate payments, either directly or indirectly, to a sanctioned country, person, group or entity. The Bank vigorously enforces the laws and regulations promulgated by OFAC and, in accordance with OFAC regulations, the Bank reserves the right to: (i) check the names of existing and new Customers against the OFAC database, and (ii) block and/or reject transactions until the Bank is satisfied that the Customer or any of the parties receiving wire transfers are not subject to OFAC sanctions.

9. Hours of operation and cut-off times.

The Bank’s Wire Transfer Department is open Monday through Friday from 10:00 a.m. ET to 5:00 p.m. ET. Outgoing wire transfer requests received before 3:30 p.m. ET will be processed the same business day if funds are available. Incoming wire transfers received between 10:00 a.m. ET will be processed the same business day. Funds from incoming wire transfers are available on the day the deposit is applied to the account. Wire transfers are not processed on weekends or Federal Reserve Bank holidays.

10. Limitations on Transfers, Amounts and Frequency of Transactions.

The amount of funds that can be transferred per calendar day by bank transfer is subject to these limits:

*We may choose to permit wire transfers in excess of the specified limits at our discretion. Bank transfers from the Account and/or any Sub-Account are aggregated to determine frequency and dollar limits.

1. Disclosure of electronic fund transfers and special terms and conditions

The account number of the Account or any Sub-Account and the bank routing number may be used for ACH debits and ACH credits (as defined in section C, entitled “General Rules Governing the Account”, subsection 3 “Preauthorised Transfers”). subsection 3 “Preauthorised Transfers” ).

Note: The payee name on any direct deposit or ACH credit we receive must match the company name, customer name or additional user name associated with the account. Any deposits received in another name may be returned to the originator.

The Bank and/or FNCD may offer the Customer the ability to initiate a “Same Day Entry” as defined in the operating rules of the National Automated Clearing House Association (“NACHA”) with access to this service (“Same Day ACH Entry”) at the discretion of the Bank and/or FNCD. The provisions of this Section G apply to Same Day ACH Entry except where specified.

A fee of ten dollars ($10.00) is charged for each same day ACH transfer request to the account or sub-account associated with or originating the outgoing wire transfer.

1. Cut-off time.

The cut-off time for scheduling ACH transfers is 5:00 p.m. ET. The cut-off time for scheduling same day ACH transfers is 1:15 p.m. ET.

Any transfer scheduled after the cut-off time will be treated as if it were scheduled for the next business day.

2. Transaction limits.

For outgoing ACH transfers originating from an account or sub-account, the following limits apply:

*We may choose to permit ACH transfers in excess of the specified limits at our discretion. ACH transfers from the Account and/or any Subaccount are aggregated to determine frequency and dollar limits.

Electronic funds transfer services.

The following terms are used to describe electronic funds transfer (“EFT”) services. Automatic credits” or “direct deposits” are deposits made to the Account or Sub-Account by electronic means. Automatic debits” and “automatic payments” are payments authorised by the Customer to be made from the Account or Sub-Account by electronic means.

When the Customer accepts direct deposits or authorises automatic payments/debits or transfers to or from the Account or Sub-Account, the following special terms and conditions apply.

4. Nacha’s revelations.

Payments to Payees: ACH credit entries are subject to Article 4A of the Uniform Commercial Code and may be transmitted through the Automated Clearing House Network. The credit your payee’s bank extends to your payee for an ACH credit entry is provisional until your payee’s bank has received final settlement through a Federal Reserve Bank or has otherwise received payment. If your payee’s bank does not receive payment for any such entry, your payee’s bank is entitled to a refund from your payee in the amount of the credit the payee’s bank extended to your payee and you will not be deemed to have paid the amount of the ACH credit entry to your payee.

Payor Payments: Credit to your Account or Sub-Account(s) of an ACH credit entry is provisional until the Bank receives final settlement of such entry through a Federal Reserve Bank. If the Bank does not receive final settlement, you are hereby notified and agree that the Bank is entitled to a refund of the amount credited to you for such entry, and your payor will not be deemed to have paid you the amount of the ACH credit entry.

5. Notification

We are not required to and will not provide next day notification of receipt of an ACH item. However, we will continue to notify the Customer of the receipt of payments on periodic statements.

6. Choice of law statement.

Since the Account or Sub-Account is a business account and not for personal, family or household use, these payments are not subject to the Electronic Fund Transfer Act.

7. Types of electronic funds transfers available.

• The Customer may arrange with another party for the electronic deposit of funds on a one-off or recurring basis directly into the Account or Sub-Account.
• Customer may authorise another party, such as a merchant, to make one-time or recurring payments using the Account or Sub-Account account number and bank routing numbers, directly from the Account or any Sub-Account subject to the limitations set forth for withdrawals and transfers.
• The customer can use the Card to make purchases at merchants that accept the Card.

8. Direct deposits or automatic credits.

If the Customer has agreed to have direct deposits made to the Account or Sub-Account at least once every sixty (60) days from the same person or company, call Customer Service to find out if the deposit has been made.

9. Transaction disputes.

In case of discrepancies or questions about electronic transactions, please call or email customer service as soon as possible.

Customer service must be notified no later than 1:00 p.m. Eastern Time on the business day following the date of any disputed transaction to return any ACH debit entry not made by a consumer. If we are not notified in a timely manner of an unauthorized ACH debit entry by an unauthorized consumer, we will not be able to return the item without the cooperation and agreement of the originating bank and the originator of the debit entry. Any further efforts to recover funds must be made solely between the Customer and the originator of the entry.

1. Arbitration and waiver of jury trial

This Arbitration Clause sets forth the procedures for resolving a Claim under or related to this Agreement. As used in this Arbitration Clause, a “Claim” is any pre-existing, present or future claim, dispute or controversy between you and us or between you and FNCD arising out of or relating directly or indirectly in any way to this Agreement. The term “Claim” has a very broad meaning and includes, by way of example and without limitation, disputes relating to: (i) the purchase, use or balance of your Account or Subaccount(s); (ii) oral or written advertisements, promotions or statements relating to the Account or Subaccount; (iii) a dispute based on a federal or state statute or local ordinance; (iv) data breach or privacy claims arising out of or relating directly or indirectly to the disclosure by us or FNCD of any nonpublic personal information about you; and (v) the relationship between you and us arising out of this Agreement or any of the foregoing. Without limiting the foregoing, a “Claim” does not include (i) the exercise of any self-help or extrajudicial remedies by you, us or FNCD, i.e. actions that you or we may take that do not involve legal action. Examples of this include rights of set-off or the enforcement of our security interest in your Account or Sub-Account(s), (ii) disputes regarding a person’s authority to act on your Account or Sub-Account(s) and disputes regarding ownership of funds and other legal matters relating to “legal process” or “legal proceedings and disputes”; and (iii) obtaining provisional or ancillary remedies including, but not limited to, attachment, garnishment, levy, attachment of claims or the appointment of a receiver by a court of competent jurisdiction.

This arbitration clause provides that all claims shall be DEFINITELY and EXCLUSIVELY resolved by binding individual arbitration, unless excepted or opted out in accordance with the terms below.

By not unsubscribing in accordance with the terms below, you acknowledge that:

1. YOU AND WE SHALL BE BOUND BY THIS CLAUSE TO ARBITRATE ANY CLAIM IF EITHER YOU OR WE ELECT ARBITRATION, UNLESS THE CLAIM IS BROUGHT OR REMOVED TO SMALL CLAIMS COURT PURSUANT TO THIS ARBITRATION CLAUSE;
2. NEITHER PARTY SHALL HAVE THE RIGHT TO A JURY TRIAL OR TO INVESTIGATE, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE; AND.
3. WE AND YOU MAY NOT ACT OR BE A MEMBER OF A GROUP IN A CLASS ACTION, A PRIVATE ATTORNEY GENERAL ACTION OR OTHER ACTION FOR REPRESENTATION IN COURT OR ARBITRATION (“Class Action Waiver”).

Arbitration: In arbitration, a neutral third-party arbitrator resolves Claims on an individual basis. Arbitrations under this Arbitration Clause shall be conducted pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (“FAA”) (9 U.S.C. 1-16).  Arbitration of a Claim will be conducted by the American Arbitration Association (“AAA”) under its rules; if the AAA is unable to serve and we do not agree on an alternative arbitrator, a court with jurisdiction will select the arbitrator.  To obtain a copy of the AAA’s procedures, to file a Claim, or for any other information about this organization, contact the AAA at 120 Broadway, Floor 21, New York, NY 10271, (1-800-778-7879), www.adr.org.  Any arbitration hearing you attend will take place in the federal judicial district of your residence. The arbitration award shall be binding and final, except for any right of appeal under the FAA; judgment on the arbitration award may be entered in any court of competent jurisdiction.

Alternative for Individual Claims: This Arbitration Clause does not affect your or our right to bring individual Claims in small claims court (or the equivalent court in your state) if the court has jurisdiction over the dispute and the dispute remains in small claims court. If a party submits a Claim to arbitration, the other party may submit the Claim to a small claims court if the amount in dispute (excluding attorneys’ fees and costs, if provided by applicable law) is within the jurisdiction of a small claims court. The opposing party must give notice of its intention to go to a small claims court within 30 days of receipt of a demand for arbitration from the other party; in any event, if the Claim is withdrawn, appealed or transferred from a small claims court to another court, it shall be subject to arbitration at the option of either party.

Enforceability: All disputes concerning the scope, applicability and validity of this Arbitration Clause shall be settled exclusively by a court of competent jurisdiction.  .

Process: Before filing a Claim in court or in arbitration, the complaining party must give written notice of the Claim to the other party. If you are the complaining party, you must send the notice in writing (and not electronically) to our address. You or your representative must sign the notice and explain the nature of the Claim and any supporting information, such as your Account number and contact information where you (or your representative) can be reached. If we file a Claim, we will send you a letter using the information we have on file about you. The receiving party will have 30 days to respond to the complaint.

Opt-Out: If you do not wish to be bound by this Arbitration Clause, you must mail a signed notice to us within 45 calendar days of the purchase or opening of the Account to our Address. We will need your name, address, telephone number and Account number. Indicate that you “opt out” of the arbitration. Opting out will not affect the other provisions of this Agreement. By opting out, you will have all options available to you under the law to bring a dispute or Claim.

Survival: This Arbitration Clause shall survive: (i) termination of the Agreement by either party; (ii) the bankruptcy of either party; (iii) any transfer, sale or assignment, or any amounts due on your Account or Subaccount(s), to any other person or entity; or (iv) the closure of the Account. If any part of this Arbitration Clause is held invalid or unenforceable, the remaining parts shall remain in effect, except that: (A) If the Class Action Waiver is declared unenforceable in a proceeding between you and us or FNCD with respect to a Claim that does not seek public injunctive relief, and such determination becomes final after all remedies have been exhausted, this entire Arbitration Clause (except this sentence) shall be null and void and of no effect in such proceeding; and (B) If a Claim seeking public injunctive relief is filed and a court determines that the restrictions in this Arbitration Clause prohibiting the arbitrator from awarding relief on behalf of third parties are inapplicable with respect to such Claim, and such determination becomes final after all remedies have been exhausted, the Claim for public injunctive relief shall be resolved in court and any individual Claim seeking monetary relief shall be submitted to arbitration. In such a case, the parties shall request that the court stay the Application for interim measures until the arbitral award relating to the individual interim measures has been rendered by the court. In no case shall a Request for public or collective interim measures be referred to arbitration.