Cardholder Agreement

Prepaid Cardholder Agreement

• Last Updated: 2 May 2023

CUSTOMER SERVICE CONTACT INFORMATION:

•    Address: 6605 Grand Montecito Parkway, Suite 100, Las Vegas, NV 89149
•    Website: www.masspay.io
•    Customer Service: cardsupport@masspay.io

IMPORTANT – PLEASE READ CAREFULLY.  THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION (“ARBITRATION CLAUSE”) REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION AND WAIVING A RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN CLASS OR OTHER COLLECTIVE ACTIONS. IF YOU DO NOT AGREE TO THE TERMS OF THE ARBITRATION CLAUSE, DO NOT ACTIVATE OR USE THE CARD/VIRTUAL ACCOUNT. EMAIL CARDSUPPORT@MASSPAY.IO TO CANCEL THE CARD/VIRTUAL ACCOUNT.

1.    ABOUT THE CARD

This MassPay Prepaid Cardholder Agreement (“Agreement”) sets forth the terms and conditions under which a Visa Prepaid Card (“Card”) has been issued for your use by Sutton Bank. By accepting and using this Card, signing the back of the Card, activating the Card, or authorizing any person to use the Card, you agree to be bound by the terms and conditions contained in this Agreement. In this Agreement "You" and "your" means the person who has received and is authorized to use the Card. "We," "us," and "our" mean collectively, Sutton Bank, a federally chartered bank, member FDIC, and its divisions or assignees “Program Manager” refers to Highnote, who performs certain services related to the Card on Sutton Bank’s behalf. “Corporate Sponsor” means the company who has directly or indirectly established this Card for the purpose of disbursing funds to you. The Card may be canceled or revoked by Sutton Bank at any time without prior notice, subject to applicable law. Please read this Agreement carefully and keep it for future reference.

The Card is issued by Sutton Bank. The Card is a prepaid card loaded by the Corporate Sponsor, redeemable to buy goods and services anywhere Visa debit cards are accepted. The Card is not a gift card, and the Card is NOT a credit card or a charge card, and your use of the Card will not enhance your credit rating. The Card is not a checking account or connected in any way to any account other than a stored value account where your funds are held. You will not receive any interest on the funds on the Card. Card funds are not FDIC insured for your benefit.

Sutton Bank will act as custodian of your funds upon its receipt of your funds. Once your Card is activated, you will be able to provide Sutton Bank, as custodian, with instructions about the funds accessible through the Card. Activation of the Card authorizes us to hold your funds at Sutton Bank or as custodian to place your funds at one or more participating banks (each a “Program Bank”). If you do not agree to your funds being held by us at Sutton Bank or placed by Sutton Bank as custodian at other Program Banks, please immediately spend all the funds on your Card. Card funds are not FDIC insured for your benefit.

2.    HOW THE CARD WORKS AND IS FUNDED

So that the Corporate Sponsor may disburse funds to you, the Corporate Sponsor will send those funds to your MassPay Wallet.  In this way, your Card is indirectly “loaded” with funds so that those funds are available to you for transactions using your Card.  Only the Corporate Sponsor may load funds to your Card.  Your MassPay Wallet holds the funds for Card transactions.  When you use your Card to engage in a transaction, MassPay moves the necessary amount of funds to pay the transaction from your MassPay Wallet to an account with Sutton Bank so that Sutton Bank may then process your Card transaction and pay the merchant for your transaction.

3.    CONSENT FOR ELECTRONIC DISCLOSURES

To the extent permitted by applicable law, you consent to use electronic signatures and to electronically receive all records, notices, statements, communications, and other items for all services provided to you under this Agreement and in connection with your relationship with us (collectively, “Communications”) that we may otherwise be required to send or provide you in paper form (e.g., by mail). Your consent to receive electronic disclosures delivery applies to all of the documents we provide to you electronically in connection with the Card.

By accepting and agreeing to this Agreement electronically, you agree to enter into this Agreement electronically, and you represent that: (1) you have read and understand this consent to use electronic signatures and to receive Communications electronically; (2) you satisfy the minimum hardware and software requirements specified below; and (3) your consent will remain in effect until you withdraw your consent as specified below.  All Communications provided to you in electronic form will be considered to have been provided “in writing” for all legal purposes.

Your Right to Withdraw Your Consent. Your consent to receive Communications electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further Communications electronically at any time by emailing cardsupport@masspay.io.. If you withdraw your consent to receive Communications electronically, we will close your Card and return your remaining Card Account balance as set forth in this Agreement. Any withdrawal of your consent to receive Communications electronically will be effective only after we have a reasonable period of time to process your withdrawal. Please note that your withdrawal of consent to receive Communications electronically will not apply to Communications electronically provided by us to you before the withdrawal of your consent becomes effective.

Hardware and Software Requirements. In order to access and retain Communications provided to you electronically, you must have: (1) a valid email address; (2) a computer or other mobile device (such as tablet or smart phone) that operates on a platform like Windows or a Mac environment; (3) a connection to the Internet; (4) a Current Version of Internet Explorer 8 (or higher), Mozilla Firefox 7.0, Safari 5, or Chrome 15; (5) a Current Version of a program that accurately reads and displays PDF files, such as Adobe Acrobat Reader version 7 or higher; (6) a computer or device and an operating system capable of supporting all of the above; and (7) a printer to print out and save Communications in paper form or electronic storage to retain Communications in an electronic form. “Current Version” means a version of the software that is currently being supported by its publisher.

Copies of Communications. You should print and save and/or electronically store a copy of all Communications that we send to you electronically.

4.    USING THE CARD

a. Fee Schedule

Following is a list of all fees for the MassPay Card. All fees assessed by us are deducted from the available balance in your Card Account. Issuance Fee - $1.00

b. Activating Your Card and Choosing a PIN

You must activate your Card before it may be used. You may activate your Card by logging into your MassPay Wallet and completing the card enrollment.

You should select a personal identification number (“PIN”) for your Card when you activate it.  You may select your PIN through your MassPay Wallet.

If you choose to receive a physical Card, the PIN for your physical Card and virtual Card will be the same number. You will need to set a PIN for your virtual Card when you choose to add your Card to a digital wallet. (See Adding Your Card to a Digital Wallet.)  If you choose to receive a physical Card and have not yet set a PIN for your virtual Card, you will need to set a PIN for your physical Card when you activate your Card.

The PIN that you set for your physical Card will also become the PIN for your virtual Card. If you choose to receive a physical Card and have already set a PIN for your virtual Card, the PIN that you set for your virtual Card will be the PIN for your physical Card. When selecting a PIN, you should not use numbers or words that appear in your wallet (e.g., date of birth, address, or social security number). You must memorize your PIN and do not share it with anyone. Do not write the PIN on a Card or keep it in the same location as the Card.

c.    Accessing Funds and Limitations

Each time you use the Card, you authorize us to reduce the value available on the Card by the amount of the transaction. The Card cannot be: (1) redeemed for its cash value (but the Card may be used for withdrawals at ATMs and certain POS locations as described below in this Section); (2) used for illegal transactions; (3) used for purchases where recurring payments may occur, such as subscriptions, memberships, rentals, etc. For security reasons, we may limit the amount or number of transactions you can make using the Card. We may refuse to process any transaction that we believe may violate the terms of this Agreement.

You acknowledge and agree that the value available in the Card Account is limited to the funds that the Corporate Sponsor has loaded into the Card Account by sending those funds to your MassPay Wallet.  YOU ARE NOT ALLOWED TO EXCEED THE BALANCE OF THE FUNDS AVAILABLE FOR USE ON THE CARD. If you attempt to use the Card when there are insufficient funds associated with it, the transaction will generally be declined. Nevertheless, if a transaction that exceeds the balance of the funds available on the Card occurs due to a systems malfunction or otherwise, you will remain fully liable to us for the amount of the transaction.

d.    Split Transactions and Other Uses

If you do not have enough funds available on the Card, you may be able to instruct the merchant perform a “split transaction” to charge part of the purchase to the Card and pay the remaining amount with another form of payment. 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 use your Card number without presenting your Card (such as for an internet transaction, a mail order or a telephone purchase), the legal effect will be the same as if you used the Card itself. Payment for pay-at-the-pump stations must be made inside. Failure to make payments for pay-at-the-pump stations may result in larger than normal hold amounts and may also result in longer delays in resolving the accurate settlement amount.

e.    Card Transaction Limits

• Per-Transaction Spending Limit. The maximum amount that can be spent using your Card is $5,000 per transaction.
• Daily Spending Limit. The maximum that can be spent using your card per day is $5,000.00.
• Thirty-Day Spending Limit. The maximum amount that can be spent using the Card in a thirty (30) day period is $30,000.

f. International Transactions

You may not use your Card for transactions outside the United States or for online or telephonic transactions with merchants located outside the United States.

g.    Obtaining Card Balance Information

You may obtain information about the amount of money you have remaining in your MassPay Wallet for Card transactions at no charge by viewing your MassPay Wallet or by contacting Customer Service. A history of Card transactions will also be available in your MassPay Wallet.

You are responsible for keeping track of the available balance of your MassPay Wallet for use with your Card. Merchants generally will not be able to determine your available balance. It is important to know the amount of available funds in your MassPay Wallet for your Card before performing a transaction. If you do not have sufficient available funds in your MassPay Wallet to cover the transaction amount, the transaction will be declined. You acknowledge and agree that the funds available to perform transactions are limited to the funds that have been added to your Card Account from your MassPay Wallet that are not subject to a hold. You are not authorized to use funds added to your Card Account in error. Any transaction that could create a negative balance for your Card Account is not permitted. Adjustments may be made to your Card Account to reverse an error, reflect a merchant adjustment, or resolve a dispute regarding a transaction posted to your Card Account. These processing and adjustment entries could cause your Card Account to have a negative balance. If your Card Account has a negative balance, you agree: (a) that we may automatically apply any subsequent deposits to your Card Account to satisfy the negative balance and (b) to pay us on demand by a personal check, money order, or other payment method authorized by us for the amount of the negative balance. If no future funds are added to your Card Account, we may send you a notice explaining the reason for the adjustment and requesting payment by a personal check, money order, or other payment method to satisfy the negative balance. Payments should be mailed to us at the address provided below or the address stated in the applicable notice.

6605 Grand Montecito Parkway, Suite 100, Las Vegas, NV 89149

h.    Adding Funds to Your Card Account

Only the Corporate Sponsor may add funds to your Card Account. Subject to the limitations set forth in this Agreement, the only funds available for funding your Card Account are the funds in your MassPay Wallet that have been added by the Corporate Sponsor.

i.    Expiration

This Card will expire as indicated by the expiration date found on the Card. The funds on the Card will not be available to you after expiration, so you should use the funds prior to the expiration date on the Card.

j.    FDIC Insurance

Funds on your Card are not FDIC insured to you. The MassPay Prepaid Card Account is not FDIC insured, because funds are only held at Sutton Bank for a sufficient time for your Card transactions to clear. Your MassPay Wallet balance is FDIC insured through MassPay's other bank partners. Please see the MassPay Terms of Service for information regarding FDIC Insurance on your MassPay Wallet balance.

5.    PARTICIPATING IN THE PROGRAM

In order to participate in the Program, (a) you must have previously agreed to the MassPay Terms of Service located at https://www.masspay.io/masspay-legal-compliance-documents and to the MassPay Privacy Policy located at https://www.masspay.io/masspay-privacy-policy; (b) register with MassPay Inc on MassPay Wallet; (c) you must accept and agree to this Agreement;(d) you must be a U.S. citizen (or a legal resident with a U.S. tax ID number) of at least 18 years of age (or older if residing in a state where the majority age is older); and (e) provide MassPay Inc, which may provide Sutton Bank, with all requested information, such as name, date of birth, physical address, email address, and social security number, and such other information as we may request from time to time (collectively, “User Information”). You represent and warrant that all information, including User Information, you provide us from time to time is truthful, accurate, current, and complete. You agree to promptly notify us of changes to any User Information. If we approve your registration for a Card Account, we will issue you a Card that you can access through the MassPay Wallet.

6.    ADDING YOUR CARD TO A DIGITAL WALLET AND PIN SECURITY

a.    Digital Wallet

You may elect to add your Card to one or more digital wallets ("Digital Wallets") supported by the Bank. Sutton Bank is not responsible or liable for any claims or harm arising out of your use of a Digital Wallet and your use of such Digital Wallet must comply at all times with the terms of use and privacy policy applicable to such Digital Wallet. The Digital Wallet provider may allow you to conduct Card transactions at a point-of-sale device, but you will not be able to use your Card to perform transactions at such point-of-sale devices until you have selected a PIN pursuant to this Agreement (See Activating your Card and Choosing Your PIN, above).

7.    REPLACEMENT CARD

If you need to replace the Card for any reason, please contact MassPay Customer Service at cardsupport@masspay.io. Whether you may obtain a replacement Card is subject to the policy of the Corporate Sponsor.

8.    NO SECONDARY CARDHOLDERS

You may not request an additional Card for another person.

9.    UNAUTHORIZED TRANSACTIONS

If you believe the Card has been lost or stolen or an unauthorized transaction has been made using the information from the Card without your permission, contact Customer Service IMMEDIATELY. We will ask for the Card number and other identifying details. We may not be able to assist you if you do not have the Card number. We may not be able to assist you if you do not contact us within 60 days of the unauthorized transaction. Because the Card is being provided to you through the Corporate Sponsor, you do not have rights under the Electronic Fund Transfers Act with respect to the Card. In the event of unauthorized transactions, we may choose to cancel your Card and issue a replacement Card. If we do, a reissued Card may take up to 30 days to process.

10.    REFUNDS, RECEIPTS, AND HOLDS

a.    Refunds

You will not receive cash refunds for Card transactions. If a merchant gives you a credit for merchandise returns or adjustments, the merchant may do so by processing a credit adjustment. After we process a credit adjustment, we will notify MassPay that the amount of credit is available to be returned to your MassPay Wallet. We are not responsible for the delivery, quality, safety, legality, or any other aspects of goods or services that you purchase with your Card. All such disputes must be addressed and handled directly with the merchant from whom those goods or services were purchased.

b.    Authorization Holds

You do not have the right to stop payment on any purchase transactions originated by use of the Card. With certain types of purchases (such as those made at restaurants, hotels, or similar purchases), the Card may be “preauthorized” for an amount greater than the transaction amount to cover gratuity or incidental expenses. Any preauthorization amount will place a “hold” on your available funds until the merchant sends us the final payment amount of your purchase. Once the final payment amount is received, the preauthorization amount on hold will be removed. During this time, you will not have access to preauthorized amounts. If you authorize a transaction and then fail to make a purchase of that item as planned, the approval may result in a hold for that amount of funds.

c.    Receipts

You should get a receipt at the time you make a transaction using your Card. You agree to retain, verify, and reconcile your transactions and receipts.

11.    CANCELATION AND SUSPENSION

To the extent permitted by applicable law, we may cancel or suspend your Card, your Card Account, or this Agreement immediately, for any reason, and without notice to you. You may cancel your Card, your Card Account, or this Agreement at any time by notifying Customer Service at the number or address provided below. Cancellation or suspension of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to such cancellation or suspension. In the event that your Card Account is cancelled, closed, or terminated for any reason, you may request the unused balance to be returned through your MassPay Wallet via any available methods of fund transfers permitted to you as a MassPay user. The Bank reserves the right to refuse to return the unused balance if it is less than $1.00.

• 6605 Grand Montecito Parkway, Suite 100, Las Vegas, NV 89149
• cardsupport@masspay.io

12.    FRAUDULENT OR CRIMINAL CARD ACTIVITY

We reserve the right to block, suspend, or cancel your Card if, as a result of our policies and processes, we detect what we reasonably believe to be fraudulent, suspicious, or criminal activity or any activity inconsistent with this Agreement. We may temporarily suspend your Card in the event we detect unusual or suspicious activity. If we exercise this right, we will incur no liability to you because of any resulting unavailability of the funds in your Card Account or your inability to use your Card.

13.    BUSINESS DAYS

Our business days are Monday through Friday, 9am to 5pm Pacific Time, excluding federal holidays. Any references to “days” found in this Agreement are calendar days unless indicated otherwise.

14.    TELEPHONE MONITORING/RECORDING

You agree that from time to time, without further notice to you, we may monitor and/or record telephone calls and electronic communications between you and us to assure the quality of our customer service or as required by applicable law.

15.    NO WARRANTY REGARDING GOODS or SERVICE as APPLICABLE

We are not responsible for the quality, safety, legality, or any other aspect of any goods or services you purchase with your Card.

16.    SECTION HEADINGS

Section headings in this Agreement are for convenience of reference only and shall not govern the interpretation of any provision of this Agreement.

17.    ENTIRE UNDERSTANDING

This Agreement sets forth the entire understanding and agreement between you and us, whether written or oral, with respect to its subject matter and supersedes any prior or contemporaneous understandings or agreements with respect to their subject matter.

18.    UNCLAIMED PROPERTY

Applicable unclaimed property law may require us to report to state government authorities any funds remaining with respect to your Card after a certain period of inactivity. In that event, we may try to contact you at the address shown in our records. If we are unable to contact you, we may be required to transfer any funds remaining with respect to your Card to state government authorities as unclaimed property.

19.    COMMUNICATIONS

You agree that we may monitor and record any calls or other communications between us and you. You also agree that we or our service providers may contact you by using an automated dialing or email system, by text, or artificial or recorded voice. You agree to pay any service charges assessed by your plan provider for communications we send or make to you or that you send or make to us.

20.    NO WARRANTIES AND LIMITATION OF LIABILITY

We are not responsible for the quality, safety, legality, or any other aspect of any goods or services purchased with a Card. Further, we will not be liable: (1) If, through no fault of ours, you do not have enough funds available on the Card to complete the transaction; (2) If a merchant refuses to accept the Card; (3) If an electronic terminal where you are making a transaction does not operate properly; (4) If access to the Card has been blocked after you reported the Card lost or stolen; (5) If circumstances beyond our control (such as fire, flood or computer or communication failure) prevent the completion of the transaction; or (6) For any other exception stated in our Agreement with you.

a.    Force Majeure

Any delay in the performance of our obligations hereunder shall be excused when such delay in performance is due to a cause or event beyond our reasonable control, including without limitation any act of God; any fire, flood or weather condition; any earthquake; any riot or explosion.

21.    LEGAL NOTICES

a.    English Language Controls

Translations of this Agreement that may have been provided are for your convenience only and may not accurately reflect the original English meaning. The meanings of terms, conditions, and representations herein are subject to definitions and interpretations in the English language.

b.    Other Terms and Assignment

If you allow another person to use the Card, you will be responsible under this Agreement for all transactions made by that person. You may not assign or transfer the Card or your obligations under this Agreement. We may, however, transfer or assign our rights under this Agreement, including any balances in the Card. We do not waive our rights by delaying or failing to exercise them at any time (for example, assessing a fee less than described, or not all, for any reason does not waive our right to begin charging the fee as set forth in this Agreement without notice). If any provision of this 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 this Agreement will not be affected. This Agreement will be governed by the law of the state of Ohio except to the extent governed by federal law.

22.    ARBITRATION

Any claim, dispute, or controversy (“Claim”) arising out of or relating in any way to: (i) this Agreement; (ii) the Card/Virtual Account; (iii) your acquisition of the Card/Virtual Account; (iv) your use of the Card/Virtual Account; (v) the amount of available funds in the Card/Virtual Account; (vi) advertisements, promotions or oral or written statements related to the Card/Virtual Account, as well as goods or services purchased with the Card/Virtual Account; (vii) the benefits and services related to the Card/Virtual Account; or (viii) transactions on the Card/Virtual Account, no matter how described, pleaded or styled, shall be FINALLY and EXCLUSIVELY resolved by binding individual arbitration conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules. This arbitration agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (9 U.S.C. 1- 16). We will pay the initial filing fee to commence arbitration and any arbitration hearing that you attend shall take place in the federal judicial district of your residence.

ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE. For a copy of the procedures, to file a Claim or for other information about this organization, contact it at: AAA, 335 Madison Avenue, New York, NY 10017, or at www.adr.org. In the case of a conflict between the rules and policies of the administrator and this “Arbitration” section, this “Arbitration” section shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. (The AAA Rules are available at https://www.adr.org/Rules). The Federal Arbitration Act will govern the interpretation and enforcement of this “Dispute Resolution by Binding Arbitration” section. All determinations as to the scope, interpretation, enforceability and validity of this Agreement shall be made finally and exclusively by the arbitrator, which award shall be binding and final. Judgment on the arbitration award may be entered in any court having jurisdiction. NO CLASS OR MASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE.

This arbitration provision shall survive:

1. The termination of the Agreement or any other Agreement you have with MassPay;
2. The bankruptcy of any party;
3. Any transfer, sale or assignment of the Card/Virtual Account, or any amounts owed on the Card/Virtual Account, to any other person or entity; or (iv) expiration of the Card/ Virtual Account. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall remain in force.

IF YOU DO NOT AGREE TO THE TERMS OF THIS ARBITRATION AGREEMENT, DO NOT ACTIVATE OR USE THE CARD/VIRTUAL ACCOUNT. EMAIL CARDSUPPORT@MASSPAY.IO TO CANCEL THE CARD/VIRTUAL ACCOUNT.

NO CLASS ACTIONS

NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS EVEN IF THE DISPUTE OR DISPUTES THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) AS CLASS, REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of such parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than all parties to the arbitration, or resolve any Dispute of anyone other than any such party; nor (b) make an award for the benefit of, or against, anyone other than any such party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this specific paragraph, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. If this specific paragraph is held unenforceable in its entirety, then the entirety of this “Arbitration” section will be deemed void. Except as provided in the preceding sentence, this “Arbitration” section will survive any termination of this Agreement.

Each party shall pay its own arbitration fees in accordance with the AAA Rules. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.

23.    GOVERNING LAW AND DISPUTES

This Agreement will be governed by and construed in accordance with the laws of the State of Ohio, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.

24.    CANCELING AND AMENDING THIS AGREEMENT OR CHANGING THESE TERMS; ASSIGNMENTS

We can terminate this Agreement at any time. We can also amend this Agreement at any time. We will provide notice of any amendments if and as required by.

25.    SUTTON BANK PRIVACY

Your privacy and the security of your information are important to us. The Sutton Privacy Policy (Available online at https://www.suttonbank.com/_/kcms- doc/85/49033/WK-Privacy- Disclosure1218.pdf).

We may provide information to our employees, auditors, affiliates, service providers, or attorneys as needed, or to any third party if you give us your written permission. We may also collect: (1) Information about purchases made with the Card, such as date of purchase, amount and place of purchase; (2) Information you provide to us when you register a Card, or for replacement Cards, or when you contact us with customer service issues, such as name, address, phone number.

We may also disclose information about the Card or the transactions you make to third parties in order to: (1) complete transactions; (2) verify the existence and condition of the Card for a third party, such as merchant; (3) provide customer services; (4) process claims for lost or stolen Cards; (5) help protect against fraud and to conduct research and analysis; or (5) comply with government agency or court orders, or other legal reporting requirements.

26.    SECURITY

You are solely responsible for maintaining the confidentiality of your passwords, login ID, and any other credentials or means that you may use from time to time have to access the Digital Wallet application. If you share these credentials with any other person, they may be able to use your Card(s) added to Digital Wallet and get access to your personal and payment information available through the Digital Wallet services.

You should keep your supported Digital Wallet device and these credentials secure in the same manner as you would keep your cash, checks, credit cards, and other personal identification numbers and passwords secure. Refer to the contact information contained in the Cardholder Agreement and printed on the back of the physical Card if you believe your supported Digital Wallet or your credentials have been lost or stolen or someone has used or may use your supported Digital Wallet device or your credentials without your authorization. Also change your credentials immediately to avoid any unauthorized use of your Card.\

27.    INDEMNIFICATION

At our request, you agree to defend, indemnify, and hold harmless us and our parents, subsidiaries, and other affiliated companies, and our and their employees, contractors, officers, and directors against any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees) that arise from your violation of this Agreement, applicable law, or any third-party rights or your fraud or willful misconduct. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defenses.

28.    MISCELLANEOUS

Visa® is a registered trademark of Visa U.S.A. Incorporated. All other trademarks and service marks belong to their respective owners.
This Card is issued by Sutton Bank, Member FDIC, pursuant to a license from Visa
U.S.A. Inc.

These Terms were last updated 2 May 2023.