EVOLVE BANK & TRUST

BUSINESS ACCOUNT AND CARDHOLDER AGREEMENT

Effective Date October 28, 2021

I. INTRODUCTION. 

This document, as amended or supplemented by the attached disclosures (collectively, this “Agreement”), contains the general terms, conditions and disclosures for the Evolve Bank & Trust commercial deposit account (the “Account”) and any Card (as defined below) and constitutes an agreement between the Bank (as defined below) and you. For purpose of this Agreement, the term “Account” may also collectively include Sub–Deposit Accounts of such Account. This Agreement also includes any disclosures or notices we may provide to you related to your Account or Card. 

References to the “Bank,” “we,” “us,” or “our” means Evolve Bank & Trust, our successors, affiliates, and assignees. References to “you” and “your” means the entity that holds the Account, and, as applicable, each person who has been issued a Card, is provided access to the Account or is an authorized user of the holder of the Account. This Agreement may be supplemented or amended as set forth in Section V(E) (Changes in Terms).  Bank services and access and use of your Account may be provided to you through the website and/or smart phone application of our service provider, Eazy Fintech Solutions, at www.tryeazy.co (the “Service Provider,” and its website and smart phone application, the “Service Provider Platform”). The Service Provider or its affiliates may offer you additional services through its Service Provider Platform, pursuant and subject to the terms and conditions between you and the Service Provider (the “Services” and such terms and conditions, the “Service Provider Terms”), and such Services are not governed by this Agreement and not offered by Bank. Please see Section II(D) (Service Provider) for additional information.

By opening or continuing to maintain an Account with us or by accepting or using the Card, you agree to be bound by this Agreement, and all applicable agreements, disclosures, and other documents, as well as by all applicable federal or state laws, statutes and regulations. Please keep a copy of this Agreement for your future reference. 

We may decline to open an Account or issue a Card for any reason, or for no reason. We are not liable for any damages or liabilities resulting from refusal of an Account or Card relationship. 

THIS AGREEMENT IS SUBJECT TO MANDATORY ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT AND A WAIVER OF CLASS ACTION AND JURY PROVISION. PLEASE CAREFULLY READ SECTION IV (ARBITRATION AND WAIVERS).

II. THE ACCOUNT.

A.    Availability. The Account and Card are available to an entity legally operating in the U.S. and with a U.S. physical address. The Account is only available for business purposes only, and you must not use it for personal, family, or household purposes. The Card may not be used for personal, family, or household purposes. You acknowledge and understand that neither the Account nor Card will not be treated as a consumer account or card under the provisions of state and federal law. You are not entitled to open an Account under this Agreement if you are not a corporation, unincorporated business association, partnership, limited liability company, incorporated nonprofit organization or sole proprietorship. We reserve the right to close your Account if we determine that it is used for any impermissible purpose, as we may determine from time to time. To open an Account or be issued a Card, you must provide any information we may request from time to time. Each owner of an Account and/or Card shall have a continuing obligation to provide any other documentation we may request from time to time, including any information required under our customer identification program to establish your identity.

You must also agree to go paperless. This means that: (1) you must keep us supplied with your valid email address and telephone number; and (2) you must agree to accept the Evolve Bank & Trust Electronic Communication Consent, which governs entering into electronic transactions and electronic delivery of all communications. 

B. Account Type and Ownership. The Account is a transaction account that does not pay interest, and the Card is a payment access device to your Account that allows you to make certain purchases, payments and transfers to third parties. The Account may not be opened as a joint account. You cannot give a security interest or pledge your Account to someone other than us without first getting our express written consent. We are not required to give consent to a security interest or pledge to someone else. Unless we agree in a separate writing otherwise, a security interest or pledge to someone else must be satisfied or released before any right to withdraw from the account can be exercised.  You must immediately report to us any changes in Account ownership information that you originally provided to us in connection with the submission of your application for an Account.

You may designate authorized users to initiate transactions on your behalf or take any action under this Agreement that you may have taken, and any action taken by an authorized user shall be fully binding on you. You may not permit an authorized user to initiate a transfer, payment order or transaction in the absence of proper supervision and safeguards.  If you permit another person to have access to the Card or Account, this will be treated as if you authorized such use and you will be liable for all transactions and fees incurred by those persons. You are wholly responsible for the use of each Card and Account use according to the terms and conditions of this Agreement. You are liable for all transactions made with the Card(s) or Account by your authorized user(s). You are the Card owner and are responsible for all transactions and fees incurred by you or any authorized user(s).  You may terminate the authority of any authorized user at any time by giving us prior notice of termination. To terminate access of an authorized user to a Card or Account, call the toll-free number on the back of your Card or customer service at +1 (844) 529-0777 and you must follow-up not later than ten (10) business days with the written notification to revoke (cancel) permission for any person you previously authorized to use your Card or Account. Until we have received your written notice of such a revocation (cancelation) and have had a reasonable time to act upon the written notification of cancelation, you are responsible for all transactions and fees incurred by you or any authorized user. If you tell us to revoke (cancel) another person’s use of your Card or Account, we may revoke (cancel) your Card and Account credentials.

Except as otherwise provided by law, you shall be liable for any loss or damage to which your negligence contributed or which resulted in unauthorized, fraudulent, or dishonest acts by your current and/or former authorized users. Such liability includes instances when a current or former authorized user effects one or more payment orders or transactions or improper use of security procedures to effect a payment order or transaction to your detriment. Notwithstanding anything to the contrary, you are liable for all losses relating to unauthorized funds transfers that do not result solely from our negligence or intentional misconduct, unless the laws governing your account requires a lesser liability.

C. Opening an Account. To open an Account and request a Card, you must submit to us an application and all information that we may require. You represent to the Bank that you are authorized to do business in the manner indicated to us and that the acts of person(s) opening the Account have been ratified and that all information submitted to us by and concerning you is true and complete and, to the extent applicable, reflects in all material respects the business, financial condition, and principal partners, owners, or officers of your business. You agree that the Bank may rely on such representations without requiring additional information or documentation and that you will furnish such information upon request. You are solely responsible for meeting any legal requirements to establish and maintain the type of Account requested and have a duty to inform us of the status of any change to your organization, including any change to the type of entity. 

To help the government fight the funding of terrorism and money laundering activities, Federal law requires us to obtain, verify and record information that identifies each customer who opens an Account. This means that when you open an Account, we will ask for your name, address, tax identification number, and other information that will allow us to identify you. Federal regulations require that you provide us with information concerning the beneficial owners of a legal entity at Account opening. We will request the name, address, date of birth, and taxpayer ID number or social security number of certain beneficial owners and a control person. We may also ask to see other identifying documents, such as a driver’s license, taxpayer identification number; passport number and country of issuance; alien identification card number; or number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or similar safeguard. If, for any reason, you, any control person or beneficial owner are unable to provide the information necessary to verify your identity, the Account may be blocked or closed, which may result in additional fees assessed to the Account. You may also be asked to provide such information at other times (and on any qualifying account) upon request of the Bank. You shall have a continuing obligation to provide any other documentation we may request from time to time, including any information required under our customer identification program to establish your identity. If at any time we determine that the information you provided to us was false, incorrect, or of concern to the Bank, or if you refuse to provide, or delay in providing, us with the information when requested, we may close, block, restrict or freeze any or all of your Accounts and Cards.

You represent and warrant that you have the power, and where applicable, each of your authorized users have the power, to execute and perform your obligations under this Agreement.  We reserve the right to require you to furnish us with resolutions, agreements or documents as we may reasonably request to evidence the authority of individuals to act on behalf of the Account holder(s).  It is agreed that the power and authority of each person named as authorized to take action with respect to the Account shall continue in full force and effect until we receive actual written notice of revocation, whether the same be brought about by dissolution or termination of the Account holder or otherwise.

By requesting to or opening an Account with us, you agree that we can gather personal information about you and/or your beneficial owners from one or more consumer reporting agencies, governmental entities and/or other third parties to determine your eligibility for an Account or Card. You also agree that we have the right to access follow-up consumer reports while your Account is open for maintenance, review or collection purposes.

Your Account will not be considered “opened” until it is funded. This means your balance must be at least a penny. Once your account is considered “opened,” there is no minimum balance required and no maximum balance limit. However, we may, at our sole discretion and at any time, require a minimum balance and set a maximum balance limit.

D. BSA and OFAC Compliance Obligations. Among other compliance obligations imposed on us by the Financial Crimes Enforcement Network (“FinCEN”) (pursuant to the Bank Secrecy Act, as amended and supplemented from time to time (“BSA”)) and the Office of Foreign Assets Control (“OFAC”), we are required to report certain transactions to FinCEN and OFAC (all such obligations, the “BSA/OFAC Compliance Obligations”). You acknowledge and agree that we may capture and transmit or disclose information collected from or about you in connection with this Agreement for the purpose of satisfying our BSA/OFAC Compliance Obligations, including without limitation information regarding you, your authorized users and beneficial owners, and your Account (for example, name, address, and account number) and regarding beneficiaries (for example beneficiary’s name, address and account number) to FinCEN or OFAC, as part of the processing of a payment order. You agree to assist us in connection with any requirements imposed on us in fulfilling our obligations under law, including without limitation the BSA/OFAC Compliance Obligations. You agree to observe and comply with all applicable law and all anti-money laundering and sanctions laws, including, without limitation the BSA and the Trading with the Enemy Act, as amended, and each of OFAC’s economic and trade sanctions regulations in connection or related to your Account.

E.    Service Provider. You understand that we have engaged the Service Provider to perform a number of services for you under this Agreement, including, but not limited to, identity verification, compliance monitoring, risk mitigation, managing your Account and Card and other services we may require. The Service Provider, along with its partners and agents, is the servicer of your Account and Card. In that capacity, Service Provider may act on our behalf, perform our obligations and/or enforce our rights under this Agreement. You agree that you may only access the Account through the Service Provider.  You may provide us with payment instructions and view certain Account information by using the Service Provider Platform.  You understand that any payment instruction or activity performed using the Services shall be deemed authorized and valid and Bank is under no obligation to investigate the instruction or activity. 

Separate and apart from its role as our servicer, the Service Provider may also offer Services to you. We are neither responsible for the provisioning of such Services nor do we make any recommendations, representations, warranties or suggestions regarding such Services. To the fullest extent permitted by law, we will not have any liability in connection with the Services or Service Provider Platform and disclaim all warranties, either express or implied or statutory, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, data (including unauthorized access), intellectual property infringement and/or lack of viruses related to the Services or Service Provider Platform.  In no event shall we be liable for any losses or damages related to your use of Services or Service Provider Platform. 

III. USING YOUR ACCOUNT, DEBIT CARD AND ACCOUNT DISCLOSURES.

1. Debit Card. 
   1. General Card Information.  In connection with your Account, we may (but are not obligated to) issue you a debit card to access the Account (the “Card”) that will automatically link to your Account and be funded by your Account. If a Card is made available to you, the Card allows you to access funds deposited to your Account by you or on your behalf pursuant to the terms of this Agreement.  The Card is not a credit card, prepaid card or a gift card and may not be gifted, sold or transferred.  The expiration date of the Card is listed on the Card.  However, the funds in your Account will not expire, regardless of the expiration date listed on your Card.  The Card will remain the property of the Bank and must be surrendered upon demand. The Card is nontransferable, and it may be canceled, repossessed, or revoked at any time without prior notice, subject to applicable law.  We have no responsibility for failure of any machine, merchant, financial institution or any other party to honor your Card. We may decline to authorize a transaction for any reason. We are not responsible for any losses you may incur if we do not authorize a transaction. You understand that any person may deny acceptance of or refuse to accept your Card and we are not responsible for such denial or refusal.

Not all services or features of your Card described in this Agreement are available to all persons or at all locations. Any offer of a service or feature of your Card or Account in this Agreement will be deemed void where prohibited. Use of the Card is also subject to all applicable rules and customs of any payment network, clearing house or other association involved in transactions in addition to this Agreement. We reserve the right to limit, at our sole discretion, the provision of any such services under this Agreement to any person or in any location. We can waive or delay enforcement of any of their rights under this Agreement without losing them.

1. 1. Card Activation.  You must activate the Card and complete the activation process, including setting a Personal Identification Number (“PIN”), before it may be used.  You must maintain your PIN in confidence and not give it to anyone. You should memorize your PIN and not write down your PIN or keep your PIN with your Card.  If you believe that anyone has gained unauthorized access to your PIN, you should advise the Bank and Service Provider immediately, following the procedures in Section III(A)(xii) (Card Cancellation, Suspension and Limits, Lost or Stolen Card, Card Replacement). You agree to sign the back of the Card immediately upon receipt.
   2. Card Use. Once your Card is active, subject to the limitations of this Agreement, you may use your Card, as applicable, to make purchases at any merchant that accepts payment using the Card, as long as you do not exceed the value available in your Account and as no purchase (whether individually or in aggregate) exceeds the transaction limits determined by us.  Each time you use the Card, you authorize the Bank to reduce the value available in your Account (i.e., debit your Account) by the amount of the transaction and any applicable fees. We reserve the right to refuse to make any transfer or process any transaction for security, credit, legal/regulatory, or other reasons, as we determine in our sole discretion.  Subject to applicable law, you are responsible for all transactions you authorize using the Card, including any losses, charges, or penalties incurred as a result.  You may be charged for your use of the Card at ATMs.  There may be fees associated with some of your Card transactions.  If your Account is closed or your Card privileges are cancelled, you agree to stop using the Card and destroy the Card or return the Card to the Bank, upon its request.
   3. Limits. For security reasons, the amount or number of Card or Account transactions you may make may be limited, without notice to you.  Card and Account limits are subject to periodic review and may be changed based on your Account history, activity, and other factors. We retain sole discretion to apply and change limits, with or without notice to you.
   4. Card and Account Fees. The fees relating to the use (including misuse) of your Card and/or Account are set forth in this Agreement and the attached Exhibit 1 Fee Schedule (Exhibit 1) (the “Fees”), which is incorporated herein by reference. Fees incurred pursuant to the terms of this Agreement will be withdrawn from your Account and will be assessed even if there is no remaining balance in your Account, unless prohibited by law. 

You are responsible for all transactions initiated and fees incurred by use of the Card, including those initiated by authorized users of the Card or any person you provide the Card to. If you permit another person to have access to your Card or Account, this will be treated as if you authorized such use and you will be liable for all transactions and fees incurred by those persons.  You are wholly responsible for the use of each Card according to the terms of this Agreement, subject to the terms herein.  

1. 1. ATMs. With your PIN, the Card may be used to obtain cash at any Automated Teller Machine (“ATM”) in the U.S. displaying the Visa acceptance marks, subject to limits set by us from time to time. The Card cannot be used at ATMs outside the U.S. without prior notice and approval. Fees may apply (see Exhibit 1 for details). ATM owner–operators may impose their own fees and lower limits on cash withdrawals. You may be charged a fee by the ATM operator even if you do not complete a withdrawal. This ATM fee is a third party fee amount assessed by the individual ATM operator only and is not assessed or controlled by us. This ATM fee amount will be charged to your Account. You may use your PIN and Card at any Point of Sale (“POS”) device, as permitted by a merchant that bears the Visa acceptance marks, and subject to your daily purchase limit. 
   2. Foreign Transactions. The Card may be used to conduct transactions within the 50 United States, District of Columbia and U.S. Territories (Puerto Rico, Guam, Northern Marianas, the U.S. Virgin Islands, and American Samoa). The Card may be used to conduct international purchase transactions, including, without limitation, transactions conducted on international merchant websites or mobile applications accessible within the U.S.; provided the merchant accepts the Card.  Charges from foreign merchants and financial institutions may be made in a foreign currency.  We will post transactions to your Account in U.S. dollars based on the exchange rate on the day we settle the transaction, plus any special currency exchange charges that may be imposed by us, the Visa network and/or by any third-party used to complete the transaction.  The exchange rate applied to each such transaction is (1) a rate selected by Visa from the range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate Visa itself receives; or (2) the government-mandated rate in effect for the applicable central processing date.  Because of the special charges and possible differences in exchange rates between the time we settle and the time you initiated the transaction, the charge for a foreign transaction may be less than or greater than the cash advance or purchase at the time it was made. Foreign transactions are subject to foreign transaction fees, including those set forth in Exhibit 1 and any other fees imposed by the payment network and/or any third party used to complete the transaction, and will be included in the amount charged to your Card or otherwise be debited from your Account.

1. 1. Card Not Present Transactions. If you initiate a transaction without presenting your Card (such as for a mail order, internet or telephone purchase), the legal effect will be the same as if you used the Card itself. 
   2. Split Transactions. If you do not have sufficient funds in your Account, you can instruct the merchant to charge a part of the purchase to the Card and pay the remaining amount with cash or another card. These are called “split transactions.” Some merchants do not allow cardholders to conduct split transactions. Some merchants will only allow you to do a split transaction if you pay the remaining amount in cash. If you fail to inform the merchant that you would like to complete a split transaction before swiping your Card, your Card is likely to be declined.
   3. Authorization Holds. When you use your Card to purchase goods or services or to make a cash back withdrawal transaction, the merchant may request a preauthorization for the transaction. If the merchant makes such a request and there are sufficient available funds in your Account, we will approve the transaction and a “hold” is placed on your Account for the amount of the preauthorization request (which may vary in some cases from the amount of the actual purchase, depending on the merchant or purchase type), until the merchant sends the final payment amount of your purchase, or for up to sixty (60) days, even if you fail to make the purchase, to the extent permitted by applicable law. The merchant controls the timing of both the Card authorization and settlement of the transaction. During the hold period, you may not have access to the preauthorized amount in your Account. We will not be responsible if any transactions are not completed because of the hold. If the preauthorization request varies from the amount of the actual transaction, the actual transaction amount will be debited from your Account, even if this results in your Account balance becoming negative. You remain responsible for any negative balances in your Account. If you use the Card at an automated fuel dispenser (“pay at the pump”), the transaction may be preauthorized for an amount up to $100.00. If the Card is declined, but you have sufficient funds available in your Account for which the Card was issued, you should use the Card to pay for the purchase inside with the cashier. If you use the Card at a restaurant, a hotel, for a car rental purchase, or for similar purchases, the transaction may be preauthorized for the purchase amount plus up to 20% to ensure there are sufficient funds available to cover tips or incidental expenses incurred. You do not have the right to stop payment on any purchase or payment transaction originated by use of the Card once an authorization is approved.
   4. Return of Funds.  If you are entitled to a refund for any reason for goods or services obtained with the Card, you agree to accept credits to your Account for refunds and agree to the refund policy of the merchant. Neither the Bank nor Service Provider is responsible for the delivery, quality, safety, legality or any other aspects of the goods or services you purchase from others with the Card. If you have a problem with a purchase you made with the Card, or if you have a dispute with the merchant, you must handle it directly with the merchant. The amounts credited to your Account for refunds are generally made available to you within seven (7) days from the date the refund transaction occurs.
   5. Receipts.  You should get or request a receipt at the time you make a transaction or obtain cash using your Card. You agree to retain your receipts to verify your transactions. You can get a receipt at the time you make a withdrawal from one of our ATM terminals (if available) using your Card.
   6. Card Cancellation, Suspension and Limits, Lost or Stolen Card, Card Replacement.  We reserve the right, at any time and in our sole discretion, to limit your use of the Card, including limiting or prohibiting specific types of transactions. We may refuse to issue a Card, revoke Card privileges, or cancel your Card with or without cause or notice, other than as required by applicable law. If you would like to cancel the use of your Card, you may do so by calling +1 (844) 529-0777or the n umber on the back of your Card. You agree not to use or allow others to use an expired, revoked, cancelled, suspended or otherwise invalid Card. The cancellation of Card privileges will not otherwise affect your rights and obligations under this Agreement. 

If you believe your Card or PIN has been lost, stolen or compromised, immediately call +1 (844) 529-0777 or the number on the back of your Card or contact Service Provider by email at business@tryeazy.co. You are responsible for all transactions made using your Card, until you notify us and only after a reasonable period of time for us to act on your notice. If you need to replace the Card for any other reason, call +1 (844) 529-0777 or send an email to business@tryeazy.co to request a replacement. You will be required to provide information which may include the last four digits of your Card number and knowledge of the Card transaction history. 

We may refuse to issue, deactivate, revoke, suspend or cancel your Card at any time with or without notice to you, other than as required by law. This includes deactivating or canceling your Card if it has been lost or stolen to prevent unauthorized transactions. You agree not to use your Card once it has been deactivated, revoked, suspended or canceled. We may also limit your use of the Card, including limiting or prohibiting specific types of transactions. If you would like to cancel your Card, you may do so at any time by contacting us by emailing Service Provider at business@tryeazy.co. The cancellation of your Card privileges will not otherwise affect your rights and obligations under this Agreement.

1. Digital Wallets. Generally, this section of the Agreement governs your election to use eligible Cards issued by us when you add, attempt to add or keep your Card in one or more digital wallets (“Digital Wallet”) supported by us if we make such Digital Wallet services available to you. If you add your Card to a Digital Wallet supported by us, your use of your Card in connection with the Digital Wallet is subject to the terms and conditions of this Agreement and the terms and conditions set forth by the third party Digital Wallet provider or another third party supporting the Digital Wallet or Digital Wallet provider (collectively, the “Digital Wallet Provider”). By using your Card in connection with a Digital Wallet, you agree you will comply with the terms of this Agreement and any agreement with the applicable Digital Wallet Provider.  If you do not agree to the terms of this Agreement, you may not add your Card to, or use your Card in connection with, a Digital Wallet.

1. 1. Availability of a Digital Wallet and Your Eligibility.  A Digital Wallet may be available to you for the purpose of purchasing goods and services or for other transactions where the Digital Wallet is accepted.  A Digital Wallet may not be accepted at all places where your Card is accepted, and your Card in a Digital Wallet may not be eligible to be used for all the features and functionalities of that Digital Wallet.  

We reserve the right to restrict your use of your Card within the Digital Wallet including, but not limited to (i) if your Account is not in good standing with us; (ii) if you are restricted due to limitations on your use imposed by your Digital Wallet Provider, wireless service provider or any third party associated with your Digital Wallet; (iii) if the Digital Wallet or Digital Wallet Provider is not one that we support; or (iv) for any other reason determined by us in our sole discretion.

1. 1. Digital Wallet Provider Relationship.  A Digital Wallet is offered exclusively by your Digital Wallet Provider (e.g., Apple, Google, 

Samsung) and can only be used with eligible and supported devices determined by your Digital Wallet Provider (the “Supported Devices”).   You understand and acknowledge that we do not own, control or operate your Digital Wallet.  We are not responsible or liable for any service provided to you by your Digital Wallet Provider or any third party that supports your Digital Wallet or your Digital Wallet Provider or for any failure of or performance of your Digital Wallet or your Digital Wallet Provider’s products or services.   Your Digital Wallet Providers have their own terms and conditions that you must comply with when you access or use the Digital Wallet Provider’s Digital Wallet.  For instance:     

Google Pay: This Agreement does not apply to transactions involving Google products that are not initiated or effectuated through the Digital Wallet. Your use of Google Pay is also subject to the terms and conditions set forth in the Google Pay Terms of Service. We do not control or endorse the provisioning or use of Google Pay.

Apple Pay: Your use of Apple Pay is also subject to the terms and conditions set forth in the Apple Pay Terms of Service. We do not control or endorse the provisioning or use of Apple Pay.

Samsung Pay: Your use of Samsung Pay is also subject to the terms and conditions set forth in the Samsung Pay Terms and Conditions. We do not control or endorse the provisioning or use of Samsung Pay Money Transfer services.

1. 1. We are not responsible for and do not provide support or assistance for any Digital Wallet or Digital Wallet Provider’s software, systems, products or services (including any Digital Wallet or Supported Device).    If you have questions concerning the use of a Digital Wallet or the operation of a Supported Device equipped with the Digital Wallet, such questions should be directed to the Digital Wallet Provider. We are not responsible for (a) providing Digital Wallet services to you; (b) any failure of the Digital Wallet or any Supported Device; (c) your inability to use, or the unavailability of, the Digital Wallet to make a payment in connection with any transaction; (d) the performance or nonperformance of the Digital Wallet, Digital Wallet Provider or any third party providing services on behalf of such Digital Wallet or Digital Wallet Provider; or (e) any loss, injury or inconvenience that you sustain as a result of matters addressed subparts (a) through (d) of this Section. For the avoidance of doubt, we are not responsible for the security, accuracy, legality, appropriateness or any other aspect of the content or function of a Digital Wallet, Digital Wallet Provider’s or any third party’s products or services.

1. 1. Adding your Card to a Digital Wallet.  Before you are able to use your Card in a Digital Wallet, you must first add your Card to a Digital Wallet. To add your Card to a Digital Wallet, you must first register your Card with that Digital Wallet by linking your Card to that Digital Wallet. By doing this, you agree that certain of your account information for the Card will be transmitted and stored according to the Digital Wallet and payment card network procedures for the Supported Device and you authorize and allow us to share your Card information with the Digital Wallet Provider and payment card networks.  You will be required to complete this process for each Digital Wallet and for each Card. We may require you to take additional steps to authenticate yourself before your Card is added to a Digital Wallet.  

Your authorized user may also be permitted to add your Card to a Digital Wallet supported by another financial institution or third party, which could be used for purchases or other transactions without presenting the Card. Any such transactions are covered by this Agreement.

If your physical plastic Card is lost or stolen and your Supported Device is not lost or stolen, you may be required to add the new physical plastic Card to a Digital Wallet. If your Supported Device is lost or stolen, you will need to add your Card to a Digital Wallet on a new Supported Device. We do not recommend, endorse or make any representation or warranty of any kind regarding the performance or operation of your Supported Device or the Digital Wallet. You are responsible for the Supported Device, including its selection, and for all issues relating to the operation, performance and costs associated with such Supported Device. You authorize your wireless operator and/or Bank to disclose your mobile number, name, address, email, network status, customer type, customer role, billing type, account activation date and device make and model, where provided, in accordance with your mobile operator’s or our privacy policy, to allow verification of your identity and for fraud prevention purposes.

1. 1. Using Your Card with a Digital Wallet.  By adding your Card to a Digital Wallet, you create a virtual or digital version of 

your Card to enable you to make payments utilizing the Card at any merchant that accepts the Digital Wallet and Card. You may also (i) make contactless payments at merchants who accept the Digital Wallet and the Card and have physical point-of-sale terminals or card readers that accept contactless payments; (ii) make in-app purchases or purchases through merchants’ websites where permitted; (iii) enter into transactions where the Digital Wallet and Card are accepted; and (iv) use other services that are offered by the Digital Wallet Provider.  You agree that the virtual or digital representation of your Card in a Digital Wallet may, in our sole discretion, be automatically updated or upgraded without notice to you.  We reserve the right for any reason to discontinue your use of your Card in participation with any Digital Wallet at any time. 

You are required to have a Supported Device in order to use your Card in a Digital Wallet. Your Digital Wallet Provider, in its sole discretion, determines which mobile device is a Supported Device that is eligible to be used with a Digital Wallet under this Agreement. Any mobile device which is unlocked in an unauthorized fashion (“jailbroken”) or otherwise altered or modified are not Supported Devices under this Agreement and are therefore not eligible to be used with any Digital Wallet under this Agreement. You acknowledge that use of any ineligible, non-supported mobile device with any Digital Wallet is expressly prohibited, constitutes a breach of the terms and conditions of this Agreement and is cause for us to temporarily suspend, permanently terminate or otherwise restrict or deny your further access to, attempted use of or use of your Card in any Digital Wallet. We will not be liable to you (or any third party or otherwise) for such suspension, restriction or termination.

The Digital Wallet may display transaction history on your Supported Device. The transaction history does not reflect any post-authorization activities (e.g., settlement, foreign currency exchange, chargebacks, etc.). The details for your transaction history in connection with that Digital Wallet may not match the actual transaction details, including the amount that ultimately clears, settles and posts to your Card account.

All transactions initiated by you using the Card or Digital Wallet must comply with all federal, state and local laws, rules and regulations applicable to you, including any applicable tax laws and regulations, and you must not use your Card through a Digital Wallet for any fraudulent undertaking or in any manner so as to interfere with the operation of a Digital Wallet.

1. 1. Digital Wallet Fees.  We do not charge you any fees to add a Card to a Digital Wallet or to use the Card through a Digital 

Wallet. However, Digital Wallet Providers and/or other third parties, such as your wireless carrier or data service providers, may charge you fees in connection with your use of a Digital Wallet. You agree to be solely responsible for all such fees and agree to comply with any limitations and restrictions relating to a Digital Wallet and/or your Supported Device. We reserve the right to institute or change a fee to add a Card to a Digital Wallet and/or to use a Card in connection with a Digital Wallet after sending you prior notice.

1. 1. Third-Party Agreements and Merchant Relationships.  Each Digital Wallet provider, your wireless carrier and other third-

party websites or services that support the Digital Wallet have their own terms and conditions and privacy policies (“Third-Party Agreements”), and you are subject to those Third-Party Agreements when you give them your personal information, use their services or visit their respective sites. Merchants may present to you certain discounts, rebates or other benefits in a Digital Wallet (the “Promotions”). Promotions are subject to separate terms and conditions and are subject to change at any time and without notice to you. We will not be liable for any loss or damage as a result of any interaction between you and a merchant relating to Promotions. Subject to applicable law and this Agreement, all matters, including delivery of goods and services, returns and warranties, are solely between you and the applicable merchants. We do not endorse or warrant the merchants that are accessible through a Digital Wallet or the Promotions that they provide.

1. 1. Compromised Supported Device.  In addition to the security procedures described elsewhere in this Agreement, you are 

solely responsible for maintaining the confidentiality of your Digital Wallet Provider credentials and any other means that you may use to securely access your Digital Wallet or your Supported Device.  If another person’s biometric identifier is loaded onto a Supported Device, you must take immediate steps to ensure that the biometric identifier is removed from the Supported Device, otherwise any transaction using such Supported Device by a person who you have granted access to will not be an unauthorized transaction for the purposes of determining liability. Similarly, if you provide your user ID, PIN or password necessary to access your Supported Device, you must take immediate steps to change such user ID, PIN or password to ensure no third party has access to or knows such user ID, PIN or password. Otherwise, any transaction using such Supported Device by a person to whom you provide your user ID, PIN or password will not be an unauthorized transaction for the purposes of determining liability. If your PIN, biometric authentication or other passcode is compromised or your Card has been used through a Digital Wallet without your permission, or you have a Supported Device and it has been lost or stolen, you must notify us immediately. If you fail to notify us without delay, you may be liable for part or all of the losses in connection with any unauthorized use of your Card in connection with that Digital Wallet. You should notify us by calling the number on the back of your Card or in the app you use to manage your Card.

1. 1. Suspension; Cancellation of Digital Wallet Services.  We reserve the right to discontinue offering or supporting any Card 

with any Digital Wallet.  Except as otherwise required by applicable law, we may block, restrict, suspend or terminate the use of your Card at any time without notice and for any reason, including if you violate the terms of this Agreement or any of other agreement you may have with us, if we suspect fraudulent activity or as a result of cancellation or suspension of your Card account.  You agree that we will not be liable to you if your Digital Wallet Provider or any third party blocks, cancels or terminates your use of the Card or Digital Wallet services.

You may remove one or more of your Cards from your Digital Wallet at any time by following the instructions in your Digital Wallet or by calling the number on the back of your Card.

1. 1. Use Your Card with a Digital Wallet.   You may only use your Card with a Digital Wallet under the terms and conditions of this Agreement.  We reserve all rights not expressly granted to you.   You understand and agree that you are granted a non-exclusive, non-sublicensable, non-transferable, personal, limited license to install and use your Card with the Digital Wallet on a Supported Device solely in accordance with the terms and conditions of this Agreement.  The license is limited to use on a Supported Device that you own and control and as permitted by any applicable third party agreement.  Such license does not allow you to use your Card on any device that you do not own or control (or for which you do not have authorization to install or run the Digital Wallet, such as where prohibited by applicable security policies), and you may not distribute or make any Card or the Digital Wallet available over a payment network where it could be used by multiple devices at the same time.  This limited license may be revoked by us.  We and any third party, including any Digital Wallet Provider, retains all right, title and interest in and to the software used to provide the Card, Digital Wallet and any modifications or updates thereto.  You agree not to use any third-party materials associated with the Card or the Digital Wallet in a manner that would infringe or violate the rights of any party, and that we are not in any way responsible for any such use by you. All third-party intellectual property marks, including the logos of merchants, are the property of their respective owners.   We disclaim any representations or warranties related to non-infringement of the Digital Wallet or in connection with your use of the Card with the Digital Wallet.

You agree that we may automatically update or upgrade your Card at any time, in our sole discretion and without prior notice, we may expand, reduce, or suspend the type and/or dollar amounts of transactions allowed using your Card with a Digital Wallet.

The license granted hereunder is effective until terminated by you or us. Your rights will terminate automatically without notice from us if you fail to comply with these terms or if we terminate the use of your Card or the Digital Wallet. Upon termination of the license, you must cease all use of the Digital Wallet and delete your Card(s) from the Digital Wallet.  

1. 1. Electronic Communications Involving the Digital Wallet and Your Use of the Digital Wallet. In addition to communications 

that you expressly consent to elsewhere in this Agreement, you expressly consent to receive phone calls, text messages, push notifications, and emails related to the Digital Wallet from us, Service Provider, Digital Wallet Provider and any of our third-party service providers that support or provide assistance in connection with your Digital Wallet at any phone number (including any mobile phone number) and email address you have provided to us, Service Provider, Digital Wallet Provider or any of our other third-party service providers. Such phone calls and text messages may include auto-dialed phone calls and text messages, prerecorded phones calls and text messages, or both. 

1. Linking Accounts. You may link your bank account at another financial institution (“Linked Account”) to your Account in order to transfer funds between your Linked Account and your Account. You represent and warrant: (1) that you have the right to authorize any and all charges and debits to the Linked Account; (2) the Linked Account is held at a depository institution located in the U.S.; (3) you are individually or jointly the owner of the Linked Account; and (4) the Linked Account is a business purpose or commercial account. You will indemnify and hold us harmless from any claims by any person related to the Linked Account, including any other owner of the Linked Account. You are not permitted to link your Account with a credit, debit, gift, or other type of card issued by a third party or another bank. You may deposit funds into or withdraw funds from your Account by using the Service Provider Platform to initiate an Automated Clearing House transfer (“ACH Transfer”) to or from the Linked Account.  We do not accept requests made otherwise to initiate ACH Transfers. Requests for ACH Transfers to debit the Linked Account that are made before 4:00 PM CST on a business day, shall be considered received on the business day the request is made. Requests for ACH Transfers to debit the Linked Account that are made after 4:00 PM CST on a business day or on a non–business day, shall be considered received the next business day.

C.    Internal Transfer Between Accounts at the Bank. We may (but are not obligated to) permit you to initiate a transfer of funds between your accounts at the Bank through a Service Provider Platform. We do not accept requests made otherwise to initiate internal transfers.

D. Cash-Pick Up. We may (but are not obligated to) allow you to participate in Mastercard Cash Pick-Up, whereby you may send or cash disbursements to other persons. If Mastercard Cash Pick-Up is made available to you, it is subject to separate terms and conditions. By using Mastercard Cash Pick-Up, you authorize us and/or our agents to debit your Account for any cash disbursements you may request. We reserve the right to refuse to make any transfer for security, credit, legal/regulatory, or other reasons, as we determine in our sole discretion. You are responsible for all transactions you authorize using Mastercard Cash Pick-Up, including any losses, charges, or penalties incurred as a result.

E. Deposits. When you make a deposit, we will act only as your collection agent and will not be responsible beyond the exercise of good faith and ordinary care. All deposits are provisionally credited subject to our receipt of final payment. If a deposit or transfer of funds into your Account is returned or rejected by the paying financial institution for any reason, you agree that we may deduct the amount of the deposit or transfer against your Account, without prior written notice to you.

1. You may make a deposit into your Account by ACH Transfers or any other method we make available to you. You may also arrange for recurring deposits, such as direct deposits, to be made electronically to your Account.  
2. We do not accept deposits by wire transfer, mail, cash, paper check or foreign currency deposits. We are not liable for wire transfers that you may attempt into your Account or deposits of any kind that you mail to us, including if it is lost in transit, lost in the mail, or otherwise not received by us. If you attempt to make a deposit through a prohibited means, the transaction will be rejected. If you mail us a cash deposit, we may send the cash back to you or, if you owe us funds, set off such amounts from the cash you send us. We may but are not obligated to accept checks. If you mail a paper check to us, including personal checks, money orders or cashier’s checks, we may either apply the check to any negative balance you may have on your Account or send the check back to you. We do not accept any deposits in foreign currency. Any deposits received in foreign currency, whether in the form of cash or check, will be sent back to you. We will send all items back to the address we have for you on file and we are not liable if you do not receive the return mail or cash or items.
3. In addition to any other limitation set forth herein, you may only deposit with us funds that are immediately available, which under applicable law are irreversible and are not subject to any lien, claim or encumbrance.

1. Withdrawals.  Subject to any limitations we may prescribe, you may make withdrawals from your Account up to the available balance in your Account by any means that we make available to you. We may refuse a withdrawal request exceeding the available funds in your Account even if you make a deposit in the day after we refuse your withdrawal request. If your available balance is not enough to pay a transaction you make, we may assess an insufficient or unavailable funds fee, regardless of whether we pay the transaction. We may allow withdrawals at any time, but reserve the right to require seven (7) days written notice of intention to withdraw funds from your Account if your Account is a negotiable order of withdrawal (NOW) account. You are not permitted to make withdrawals from your Account by creating a check drawn on your Account. If you attempt to make any transactions with your Account using a credit, debit, gift or other type of card issued by a third party or another bank or by creating a check drawn on your Account, we may reject and/or return the transaction without notice to you and may consider such action to be a violation by you of this Agreement.

Before allowing a transaction, we may request you to provide us with identification, authorization, documentation or other information that we deem necessary. We may refuse a withdrawal if you fail to comply with our request. We may tell you in advance when we are going to refuse a withdrawal request but will not be required to do so.

Subject to any limits we may impose and the terms of this Agreement, you may also withdraw funds from certain ATMs. Other third-party fees may also apply to out-of-network ATM transactions. Please refer to Section II(A) (Debit Card) and the Fee Schedule for additional information. 

1. Payment Instructions.  Your unique passwords, access codes, PIN, security devices, or authentication techniques and related 

instructions (“Credentials”) as we may require from time to time will be made available to you.  You agree that your Credentials are strictly confidential and must be safeguarded.  You shall have sole responsibility for controlling the distribution and maintaining the confidentiality of your Credentials. You authorize us to execute transactions pursuant to the instructions of anyone who has provided us with proper Credentials (including, but not limited to, payment instructions received by us (such as requests to withdraw or transfer funds from your Account through the Service Provider Platform or in connection with your mobile device used to access the Service Provider Platform)  and you acknowledge that we shall conclusively presume that any person possessing your Credentials is an authorized user and will regard their request for such transaction or payment instruction as being authorized by you, subject to applicable law. The use of any of your Credentials by another person will be as effective as your use of the Credentials, regardless of whether the person affixing the Credential was authorized by you and regardless of the means by which the Credential was affixed, subject to applicable law. For example, if you provide your username and password used to access the Service Provider Platform to another person and that person uses that information to withdraw funds from your Account, we will deem the withdrawal to be authorized by you. Unless prohibited by applicable law, you agree to hold us harmless and indemnify us for any liability incurred for reasonably acting upon such instructions which bear any of your Credentials. You agree to keep confidential and to take all reasonable precautions and make all reasonable efforts to protect the secrecy of all Credentials issued to you, selected by you, or utilized by you. If you become aware of the unauthorized use of your Credentials, suspect that an unauthorized use may occur, any of your Credentials become lost or known to another person, or you have terminated authorization of any authorized user, you agree to immediately notify us, to deactivate your Credentials by contacting us at business@tryeazy.coor notifying us through the Service Provider Platform. IN NO EVENT WILL WE BE RESPONSIBLE FOR ANY DAMAGES RESULTING, EITHER DIRECTLY OR INDIRECTLY, FROM THE UNAUTHORIZED USE OF YOUR CREDENTIALS PRIOR TO SUCH NOTICE AND WITHIN A REASONABLE TIME PERIOD THEREAFTER.

We may refuse to follow any of your payment instructions if we think they are illegal or potentially harmful to us or any other person. If we follow your payment instructions, we may require other security measures to protect us from any losses we may suffer. To the greatest extent permitted by law, you agree to pay us back for any damages or losses (including, but not limited to, the reasonable costs of an attorney) that we suffer if we take an action based on your (or what appears to be your) oral, written or electronic instructions.

1. Posting Order of Credits and Debits.

1. Posting Orders. This section summarizes how we generally post some common transactions to your Account. Posting transactions to your Account impacts your Account balance. Posting a credit increases your balance, while posting a debit or hold reduces your balance. Credits include deposits and credits we make. Holds include deposit holds, Card authorizations and holds related to withdrawals and electronic fund transfers, which includes ACH Transfers. Debits include withdrawals, transfers, payments from your Account, Card transactions and fees.

We use automated systems to process transactions and then to post transactions to your Account. When we process multiple transactions for your Account on the same day, you agree that we may in our discretion determine our posting orders for the transactions and that we may credit, authorize, accept, pay, decline or return credits, debits and holds in any order at our option. We generally post common transaction as set forth herein. We group the different types of transactions into categories. We use several different categories for holds, credits, and debits. Most categories include more than one transaction type. After the end of the business day, our automated systems assign each transaction received for that day to a category. We generally post all transactions within a category, using the posting order or orders that apply to that category, before we post any transactions assigned to the next category.

First, we start with the balance in your Account at the beginning of the business day, subtract holds from your balance, and make any adjustments from prior days.  Next, we generally add available and settled deposits and credits to your balance and then subtract debits from your balance based on the debit category.  We subtract debits in a category from your balance in order from the highest to lowest dollar amount, unless specified otherwise herein. The first category of debits to be applied against your balance are certain Card and ATM transactions (e.g., Card transactions and ATM withdrawals and transfers) and associated Card fees. The debits within this category are subtracted from your balance in date and time order our systems receive date and time information. If we make checks available to you, this category is applied next against your balance. Check posting will be in sequential order based on the check number, and for any check for which the number cannot be read, from highest to lowest amount following the posting of number legible checks. We then subtract from your balance any other types of debits in order from the highest to lowest dollar amount.  Finally, we subtract from your balance most fees (such as monthly maintenance fees, overdraft fees, returned item fees, and ATM fees) in order from highest to lowest dollar amount. Some fees may show as “processing” until the next day.

1. Changing Posting Orders. You agree that we may determine in our discretion the orders in which we post transactions to your Account. You agree that we may determine in our discretion the categories, the transactions within a category, the order among categories and the posting orders within a category. We sometimes add or delete categories, change posting orders within categories and move transaction types among categories. You agree that we may in our discretion make these changes at any time without notice to you.
2. Posting Orders Determined at End of Day. We receive credits, debits and holds throughout the day. Regardless of when during the day we receive transactions for your Account, you agree that we may treat them as if we received all transactions at the same time at the end of the business day. During the day, we show some transactions as processing. Please note that transactions shown as processing have not been posted yet. The posting order for these transactions is determined at the end of the day, with the other transactions we receive for that day and based on the category. We do not always receive debits on the same day that you conduct them. We generally post credits and debits to your Account, and report them on your statement, in a different order than the order in which you conduct them or we receive them.
3. Overdraft Fees. We generally determine at the time we post a debit to your Account whether it creates an overdraft and whether an overdraft or returned item fee applies. You should note that sometimes we authorize a transaction at a time when you have enough available funds to cover it, but because other transactions post before it and reduce your balance, the transaction creates an overdraft when we post it to your Account. You can avoid fees for overdrafts and returned items by making sure that your Account always contains enough available funds to cover all of your transactions. When your Account balance includes some funds that are subject to a hold, dispute or Legal Process, you should note that those funds are not available to cover your transactions. Our posting orders can impact the number of overdraft fees we charge you when you do not have enough available funds to cover all of your transactions. When several debits arrive the same business day for payment from your Account and you do not have enough available funds in your Account to cover all of the debits we receive for that day, you understand that some posting orders can result in more overdrafts, and more fees for overdraft items and returned items, than if we had used other posting orders. You agree that we may in our discretion choose our posting orders, and also change them from time to time, regardless of whether additional fees may result. When your Account balance includes some funds that are not available at the time that we post a debit, and you do not have enough available funds in your Account to cover the debit, the debit results in an overdraft and we generally charge you an overdraft fee or returned item fee for the debit. We do not show holds or distinguish between available and unavailable funds in your Account balance on your statement.
4. Certain Transactions Made After Business Day Ends. During processing, we may include in your Account balance some transactions that you make after the business day cut–off, but before the end of the calendar day. Deposits are made available based on Section VIII (Deposit Availability Disclosure). We generally subtract from your Account balance the following debits, when the transaction occurs after the cutoff time for the business day, but during the same calendar day: cash withdrawals made at an ATM(s) and any credit–push ACH Transfers or electronic fund transfers.