This Consumer Deposit Account Agreement, together with the Consumer Deposit Agreement  Disclosures (“Disclosures”), constitutes the “Agreement” that governs your demand deposit  account (“Account”) with Legend Bank, N.A. (the “Bank”). The Bank is a member of the Federal  Deposit Insurance Corporation (“FDIC”) chartered under the laws of the State of Texas. Modak  Communities Operating Holdings Inc (the Program Partner), as defined in the Disclosures, is the  company responsible for assisting the Bank with the administration of your Account on behalf of  the Bank.  

Read this Agreement carefully and retain it for your future reference. By opening and continuing to  hold an Account with us, you agree to be bound by this Agreement, including any updates (see  Section 6.6). This Agreement becomes effective when you open or use an Account or allow it to be  used or, if this Agreement is provided to you to replace a previous agreement governing your  Account, as set forth in Section 6. You do not need to sign this Agreement.  

You agree to be responsible for all uses of your Account(s). The agreement you make with us, and  the rights and obligations we both have, are governed by and will be interpreted according to Texas  and federal law. This Agreement also refers to and includes other disclosures we may provide to  you, including, but not limited to, the Disclosures. This Agreement, together with the Disclosures  and any other amendments or agreements related to the Account that you may receive from us or  Program Partner, establishes our and your rights and obligations with respect to the Account.  

When you see the words “we,” “us,” or “our” in this Agreement, it refers to Bank and any of Bank’s  affiliates, successors, or assignees. When you see the words “you” or “your,” it refers to the  individual who opens an Account and in whose name an Account is maintained on our records, any  joint owner of each Account, any Authorized User, and any other authorized agent. When you see  the word “person,” it includes both natural persons and legal entities. When you see references to  an Account (including the use of or authorization to use an Account), it includes the Account,  Account number, and any associated debit card, debit card number, debit card personal  identification number (“PIN”), virtual debit card, and mobile wallet.  

IMPORTANT NOTE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER  OF CLASS ACTIONS AND YOUR RIGHT TO A JURY. THE TERMS OF ARBITRATION AND THE  WAIVER APPEAR IN THE SECTION OF THIS AGREEMENT TITLED “ARBITRATION AND WAIVERS”  BELOW.  

1 Account Overview  

1.1 How to Contact Us  

You may contact us with any questions or concerns regarding your Account, including to access  your statements and transaction history, by following the instructions set forth in the Disclosures.  Most communication between you and us will be handled by the Program Partner. You can reach 

Modak through the mobile application chat, at hi@modakmakers.com or by calling 1-833-966- 2428.  

For active duty military members only: to opt out of mandatory arbitration, please contact us at  [FintechSupport@Legend.Bank, Re: arbitration opt-out].  

1.2 Account Type and Eligibility  

The Account is a demand deposit account used to hold your deposits and make certain types of  payments and transfers.  

To open an Account, you must have a physical address within the fifty (50) United States, or the  District of Columbia, be at least 18 years of age, have a U.S. physical address or military address  (APO or FPO), and have a valid Social Security Number or Tax Identification Number. The  Disclosures may contain additional eligibility requirements that may be applicable to the Program.  

This Account is only available to individuals for personal, family or household purposes and may  not be opened by a business in any form or used for business purposes.  

We may set such eligibility criteria or decline to open an Account for any reason permitted by law in  our sole discretion. We are not liable for any liabilities, costs, expenses (including reasonable fees  and expenses for attorneys, experts and consultants, reasonable out-of-pocket costs, interest, and  penalties), settlements, fines, fees, penalties, equitable relief, judgments, and damages ("Losses")  

resulting from refusal of an Account relationship. We may also limit the number of Accounts that  you have in our sole discretion. Your Account is subject to security and fraud prevention  restrictions at any time, with or without notice.  

1.3 FDIC Insurance  

When we receive the funds that you deposit to your Account, the funds will be held and accounted  for so as to be eligible for FDIC insurance up to $250,000, inclusive of any other deposits you may  already hold at Bank in the same ownership capacity and subject to applicable limitations and  restrictions of such insurance.  

1.4 Online or Mobile Access To Your Account  

Bank services and access and use of your Account may be provided to you through the website  and/or mobile device application of our Program Partner, Modak Communities Operating Holdings  Inc, at https://www.modakmakers.com/ (the “Program Partner,” and its website and smart phone  application, the “Program Partner’s Platform”). The Program Partner or its affiliates may offer you  additional services through its Program Partner Platform, pursuant and subject to the terms and  conditions between you and the Program Partner (the “Services” and such terms and conditions,  the “Program Partner Terms”), and such Services are not governed by this Agreement and not  provided or controlled by Bank. 

1.5 Paperless Account  

To open an Account, you must agree to go “paperless.” This means that you must (a) provide us  with and continue to maintain a valid email address and (b) accept electronic delivery of all  communications that we need or decide to send you in connection with your Account by agreeing  to the ESIGN Consent Documents (Electronic Communications Agreement and E-Signature  Agreement) provided in the Account Disclosure Packet.  

1.6 Single-Party Accounts  

Single-Party account without P.O.D. (Payable on Death) Designation. The party to the account  owns the account. On the death of the party, ownership of the account passes as a part of the  party’s estate under the party’s will or by intestacy.  

1.7 Authorized Users  

You may be given the ability to designate individuals (“Authorized Users”) whom you authorize to  access your Account and/or conduct transactions through your Account. If so, you are responsible  for determining the scope of rights and capabilities that the Authorized User will have with respect  to your Account and to establish appropriate controls to ensure the Authorized User’s activities  remain within the authorized scope. If you permit another person to have access to your Account  number, debit card number, PIN, Online Banking credentials (including passwords), virtual debit  card, mobile wallet, or other Account information, we will treat this as if you have authorized such  person to Access your account, and you will be liable for all transactions and fees incurred by such  person, even if they exceed the authorization granted.  

By adding an Authorized User, you understand that any transaction authorization, instruction, or  any other action concerning your Account that your Authorized User engages in will be deemed  authorized by you and valid, even if it exceeds the authorization you granted, and we are under no  obligation to investigate the authorization, instruction, or activity. You agree that you are  responsible for all authorized transactions initiated and fees incurred by use of any of your  Account. Transactions will be considered unauthorized only after you notify us that the person is no  longer authorized to use the Account as described below. To the fullest extent permitted by  applicable law, you hereby waive demand, presentment, protest, notice of protest or dishonor, and  all other notices relating to any instrument made, drawn, or endorsed in your name, when such  instrument is signed, accepted, or endorsed by an Authorized User, and agree that you will not hold  us liable for acting upon any such authorization, instruction, or activity.  

We reserve the right to terminate any Authorized User’s access to the Account for any reason and  without advance notice.  

We may ask you to provide additional documentation evidencing an Authorized User’s authority to  take actions with respect to the Account and you agree to provide such information promptly upon  request. 

You must notify us immediately of any change in the status of any Authorized User. We will  continue to treat all actions taken by an Authorized User as authorized by you until you revoke the  Authorized User’s access to your Account by notifying us using the contact information in the “How  to Contact Us” section of the Disclosures. Until we have been properly notified in writing of any  change in such authorization and we have had a reasonable period of time to act upon such notice,  we may pay, apply, or otherwise honor and charge your Account, without inquiry, without limit as to  amount, and without regard to the application of the proceeds thereof all orders for payment or  transfer of money for whatever purpose. No action taken by us before we receive proper  notification in writing of any such change and have had a reasonable period of time to act upon  such notice will be affected by any such notice.  

1.8 How To Open an Account  

You may open an Account by following the instructions in the “How To Open an Account” section  of the Disclosures.  

Each person completing the Account opening process or any Account opening requirements  represents and warrants that he, she, or they:  

▪ Has received a copy of this Agreement and agrees to be bound by and comply with it.  

▪ Is/are authorized to execute all documents or otherwise complete our requirements in his,  her, or their stated capacity;  

▪ Has/have furnished all documents or other information necessary to demonstrate that  authority;  

▪ Will furnish other documents and complete other requirements as we may request of him,  her, or them;  

▪ Certifies that, to the best of his, her, or their knowledge, all information provided to us is  complete and correct; and  

▪ Has/have read this Agreement and agree to be bound by and comply with its terms. 

We may refuse to recognize any document affecting the Account that appears to us to be  incomplete, improperly executed, or fraudulent.  

Important information about procedures for opening a new Account: To help the government  fight the funding of terrorism and money laundering, federal law requires all financial institutions to  obtain, verify and record information identifying each person who opens an Account, or establishes  a customer relationship with us. This means that when you open an Account, we will ask for  information that allows us to identify you, including your name, legal address, Social Security  Number or Tax Identification Number, date of birth, and other information that will allow us to  identify you. We may also ask to see your identifying documents, such as a driver’s license or  passport. You agree to provide such documents promptly upon request and that you may not be  permitted to open an Account if you do not provide such documentation. 

We may also ask for additional information and documents to help us verify your identity after an  Account has been opened for you. You agree to provide any such information or documents  promptly upon request and that we may close your Account if you fail to do so.  

1.9 Minimum Deposits and Balances  

Your Account may have minimum opening deposits or ongoing minimum balances that you must  maintain to avoid fees. Please refer to the “Minimum Deposits and Balances” section of the  Disclosures to find the minimum deposits and balances that may be applicable to your Account.  

1.10 Interest Disclosures  

Your Account may be interest-bearing. Please refer to the “Interest Disclosures” section of the  Disclosures for the interest rate disclosures applicable to your Account.  

1.11 Authorized Agents  

“Authorized agents” include Authorized Users and any person who has accepted the Demand  Deposit Account Acknowledgement; is authorized by this Agreement, any resolution or otherwise  to access or use the Account; or has been authorized or permitted by you or by another authorized  agent to provide information or documents to us in connection with the Account or otherwise to act  on your behalf in dealing with us.  

You agree that your authorized agents are bound by this Agreement to the same extent as you and  any Authorized User and that you will use reasonable efforts to ensure that all authorized agents  comply fully with this agreement. You also agree that we may, at our discretion, request  information and documentation concerning any authorized agent to verify their identity before we  permit them to access your Account.  

You further agree that we may honor and rely upon the instructions or the execution, delivery  and/or negotiation of any transaction methods supported by your account and any document  provided by any of your authorized agents, regardless of the necessity or reasonableness of such  action, the circumstances of any transactions affected by such action, the amount of the  transaction, the source or disposition of any proceeds, and regardless of whether the relevant  items or documents result in payment to the authorized agent or an individual obligation of the  authorized agent or anyone else.  

You will not deny the authenticity, validity, binding effect, and authorization of any action we take in  reliance upon the instructions, items or documents provided by an authorized agent unless you  have previously revoked such person’s authority to access or use your Account by notifying us as  specified in the Disclosures and we have confirmed our acceptance of your notice.  

1.12 Power of Attorney and Attorneys-In-Fact  

We may allow you to give another person (known as an “attorney-in-fact”) power of attorney to act  on your behalf for your Account. You must obtain written approval from us before we will honor any power of attorney. Email us at the email address specified in the Disclosures for approval if you  plan to create a power of attorney. Please be aware that we require a reasonable amount of time to  review your request. If approved, we will honor orders and instructions from your attorney-in-fact  until (a) we receive a written revocation from you; (b) we are notified that you or your attorney-in fact have died or become incapacitated; or (c) we terminate our acceptance of the power of  attorney. We may terminate our acceptance at any time, for any reason and without notice to you,  and you will not hold us liable for any Losses (as defined herein) that may result from such action.  

1.13 Death or Incapacitation  

You agree that if we receive notification or if we have reason to believe that you have died or  become legally incapacitated, we may place a hold on your Account and refuse all transactions  until we know and have verified the identity of your heir, devisee, or successor. Until we receive  notice and any required proof of death or incapacitation, we may continue to accept deposits and  process transactions to your Account. Your estate will be responsible for repaying us for any tax  liability resulting from payment of your account balance to your estate. You will hold us harmless  for any actions we take based on our reasonable belief that you have died or become  incapacitated. If certain payments originating from government entities are deposited into your  Account after your death, we may be required to return those payments to the originator upon  notice from the government entity.  

1.14 Our Relationship With You  

By opening an Account, we are establishing an Account relationship with you and committing to act  in good faith and to exercise ordinary care in our dealings with you as defined by the Uniform  Commercial Code as adopted by the State of Texas. This Agreement and the Account relationship  do not create a fiduciary relationship or any other special relationship between you and us.  

1.15 Third-Party Service Providers  

We work with one or more third-party service providers, including Modak. (“Program Partner”), in  connection with your Account. You acknowledge that we, in our sole discretion, may use third party service providers to fulfill any of our obligations under this Agreement, including by  performing functions that you have otherwise authorized us to perform, such as processing  transactions, handling account operations including account set-up, transaction monitoring, and  customer support, and providing technological connection to Program Partner and Bank. Each of  these third-party service providers may in turn use their own third-party service providers.  

1.16 Cell Phone, Text, and Other Communications  

By providing us with your cellular phone or other wireless device number, you are expressly  consenting to receiving communications at that number – including but not limited to prerecorded  or artificial voice message calls, text messages, app notifications and calls made by an auto-dialer  – from us and our affiliates, service providers, and agents ( Program Partner). This consent  applies to all telephone numbers that you provide us now or in the future. The telephone or mobile service provider may charge for these calls or messages. We are not liable for delayed or  undelivered messages.  

You agree that we may record or monitor any communications for quality control or training  purposes.  

1.17 Our Business Days  

Our business days are Monday through Friday, excluding federal holidays and Texas banking  holidays.  

2 Your Account Responsibilities  

We strive to keep your Account secure and provide you with tools and services to help you manage  your Account. However, there are certain things you should do to protect your Account and your  funds.  

2.1 Notify Us If Your Information Changes  

You must notify us immediately if there is a change to your name, the names of any individual or  Authorized User with access to your Account, telephone number, legal address, email address or  any other information you have provided us so that we can continue to service your Account and  provide you with statements and important notices concerning your Account. We are not liable for  any Losses resulting from your failure to notify us of any change to such information.  

2.2 Keep Track of Your Transactions and Available Balance  

It is important that you keep track of your transactions and the funds in your Account that are  available for you to use (“Available Balance”) by reviewing your transaction history. It is also  important to understand that your Available Balance may not reflect transactions you have  authorized that have not yet been presented to us for payment.  

You are also responsible for reviewing your Account statements as they are made available to you  for errors or unauthorized activity. If you identify an error or unauthorized activity, you must notify  us promptly. Please refer to the applicable sections below for information concerning applicable  

deadlines for notifying us if you believe there are errors or unauthorized activity affecting your  Account.  

2.3 Protect Your Account Information  

It is important that you protect your Account information to prevent unauthorized transactions and  fraud. Keep your Account number, debit card, debit card number, personal identification number  (“PIN”), and statements secure at all times, and be careful about who you share this information  with. If Program Partner provides you with access to the Mobile Device Application, make sure to  also keep your computer/mobile device and all login credentials and security codes secure at all  times and avoid accessing the Mobile Device Application when others can see your screen. If any of the above items are lost, stolen, or compromised, notify us immediately to keep your  losses to a minimum. Please refer below for information and applicable deadlines for notifying us  of losses or theft.  

3 General Rules Governing Your Account  

You understand and agree that any payment instruction or activity performed using any Mobile  Device Application made available by Program Partner will be deemed authorized by you and  valid and we are under no obligation to investigate the instruction or activity. Use of the Account is  subject to all applicable rules and customs of any clearinghouse or other association involved in  transactions.  

3.1 Deposits Into Your Account  

You may make deposits into your Account using any of the methods described in the “Deposits Into  Your Account” section of the Disclosures. We do not charge you any fees for making deposits.  

We do not accept (i) cash deposits in person or by mail at any Bank branches or offices, (ii)  paper check deposits, or (iii) foreign currency deposits: We are not liable for 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 or  returned to you.  

▪ Cash: If you mail us a cash deposit, we will send the cash back to you.  

▪ Paper Checks: If you mail a paper check to us, including personal or business checks,  money orders or cashier’s checks, we may apply the check to any negative balance you  have on your Account or send the check back to you.  

▪ Foreign Currency: If you send us any deposit in a foreign currency, including in the form of  cash or check, we will send it back to you.  

We will send all items back to the address we have for you. We are not liable if you do not receive  the items.  

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.  

For more information about deposits and when funds from a deposit will be made available to you,  please refer to Sections 3.2 and 3.7 below.  

3.2 Our Funds Availability Policy  

It is our policy to make deposits to your Account available for withdrawal according to the table  below, except where limited by us pursuant to Section 3.6 below.  

If you make a deposit before our cut-off time (as set forth in the table below) on a business day that  we are open, we will consider that day to be the day of your deposit. However, if you make a deposit after our cut-off time or on a day we are not open, we will consider the deposit to be made on the  next business day that we are open.  

‍

‍

‍

‍

The availability of funds transferred to your Account from a connected bank account held by  another financial institution follows different rules. Please refer to the section titled “Transfers To  or From Connected U.S. Bank Accounts” below for more information on connected accounts.  

Delays. We may delay the availability of funds from certain types of deposits to your Account. There  are exceptions that may apply in certain circumstances (e.g., if you have overdrawn your Account  repeatedly in the last six (6) months or there is an emergency). During the delay, you may not  withdraw funds and may not use the funds. We will notify you if we delay the availability of your  funds if required by law, and we will tell you when you can expect your funds to be available if  required by law.  

3.3 Problems that Could Occur With Deposits  

If a deposit or transfer to your Account is returned or rejected by the paying financial institution for  any reason, or if there is an error or mistake involving a deposit or transfer, we may deduct the  amount of the deposit, transfer, or error without prior notice to you. If there are insufficient funds in  your Account at the time, your Account may become overdrawn. Please refer to the section below  concerning overdrafts for more information.  

3.4 Transfers To or From Accounts You Have With Us  

If you hold multiple accounts with us that are managed by the same Program, we may permit you to  transfer funds from one Account in your name to another account in your name (an “internal  transfer”). The Program may impose limits on such transfers. Please refer to the “Deposits Into  Your Account” and “Withdrawals From Your Account” sections of the Disclosures for any limits  that apply to your Account.  

3.5 Withdrawals From Your Account  

You may withdraw funds up to the amount of your Available Balance less applicable fees using any  of the methods and subject to the limits described in the “Withdrawals From Your Account”  section of the Disclosures.  

Before permitting a withdrawal or other transaction, we may request that you provide us with  additional information or documentation that we deem necessary to confirm your identity or to  prevent illegal activity. We may refuse the transaction if we cannot confirm your identity or suspect  illegal activity, as further discussed below. 

3.6 Transfers To or From Connected U.S. Bank Accounts  

You may be provided with the ability to link another U.S. bank account you have with another  financial institution (“connected bank account”) to your Account with us to make inbound and/or  outbound ACH transfers between the connected bank account and your Account through the  Mobile Device Application . An “inbound transfer” moves funds into your Account from a  connected bank account. An “outbound transfer” moves funds from your Account to a connected  bank account.  

For inbound transfers you initiate through the Mobile Device Application , we will debit your  connected bank account and credit your Account with us on the next business day after you initiate  the transfer. The funds you transfer to your Account will typically be made available to you by the  fifth (5^th) business day after the business day that we debited your Account.  

For outbound transfers, we will debit your Account with us and request the financial institution that  holds your connected bank account to credit your connected bank account no later than the next  business day after you initiate the transfer. The financial institution that holds your connected bank  account determines when those funds will be made available to you in your connected bank  account.  

The cut-off time for both inbound and outbound transfers is 4:15 PM CT. Transfer requests that you  make on a business day before the cut-off time will be considered initiated on that day. Transfer  requests that you make after the cut-off time, or on a day that is not a business day, will be  considered initiated the following business day that we are open.  

There are limits to the dollar amount of both inbound and outbound transfers you can make. Please  see the “Withdrawals From Your Account” and “Deposits Into Your Account” sections of the  Disclosures for the withdrawal and deposit limits applicable to your Account.  

You agree that you will only attempt to connect a bank account for which you have the authority to  transfer funds. You may only link a bank account that is a deposit account, such as a checking,  savings, or money market account.  

3.7 No Illegal Activity, Internet Gambling and Right to Refuse Transactions  

You must not use your Account for any illegal purposes or, regardless of whether it is legal or  illegal, for online gambling of any sort, including any betting transaction, purchase of lottery tickets,  casino chips, or off-track betting and wagering. We may deny any transaction or refuse to accept  any deposit that we believe is related to illegal activity, online gambling, or for any other reason at  our discretion. However, in the event that a charge or transaction described in this section is  approved and processed, you will still be liable for the charges.  

3.8 Funds Transfer Services  

Funds transfers to or from your Account will be governed by the rules of the funds transfer  system(s) through which the transfers are made (“system rules”), including Fedwire, the National  Automated Clearing House Association (“NACHA”), the Clearing House Interbank Payments 

System (“CHIPS”), and the Society for Worldwide Interbank Financial Telecommunication  (“SWIFT”), as applicable based on the type of funds transfer. We are under no obligation to honor,  in whole or in part, any payment order or other instruction that could result in our contravention of  applicable law, including requirements of the U.S. Department of the Treasury’s Office of Foreign  Assets Control (“OFAC”) and the Financial Crimes Enforcement Network (“FinCEN”). For  additional information on electronic fund transfers generally, see below. For additional information  specifically on ACH transactions see the relevant titled sections below.  

If your Account receives incoming ACH transactions (either credits or debits) initiated from within  or outside of the United States, both you and we are subject to the Operating Rules and Guidelines  of NACHA, or the rules of any wire transfer system involved, and the laws enforced by OFAC.  

We reserve the right to temporarily suspend, block or reject the processing of any transaction, to  freeze or block certain funds or the full balance of any Account, account owner, account  beneficiary, or Authorized User (each, a “Restricted Person”), in each case to the extent we deem  reasonably necessary to comply with any notice, order, regulation, rule, requirement or restriction  issued or promulgated by OFAC (collectively, the “OFAC Rules”). To comply with OFAC Rules, we  may temporarily suspend processing of a transaction or the availability of a balance for greater  scrutiny or verification, which may result in delayed settlement, posting and/or availability of funds.  If we determine there is a violation or potential violation of the OFAC Rules, or if we cannot  satisfactorily resolve a suspected or potential violation, we may reject such transaction or freeze or  block the subject funds or full balance of any Account or Restricted Person. If we block the subject  funds and you believe you have adequate grounds to seek the return of any blocked funds, it is your  sole responsibility to pursue the matter with the appropriate governmental authorities. Please see  the OFAC website for the procedures and form required to seek a release of blocked funds.  

You agree to observe (and ensure all Authorized Users observe) all anti-money laundering and  exchange control laws and regulations, including economic and trade sanctions promulgated by  OFAC, in relation to any funds transfer, and to use all reasonable efforts to assist us to do likewise.  You warrant that the information given to us by you and your Authorized Users is accurate. We may  disclose any information given to us that we in our sole discretion think necessary or desirable to  disclose to combat, prevent, or investigate issues arising under anti-money laundering laws,  economic sanctions, or criminal law in accordance with applicable law and our privacy policy.  

Sometimes legal, regulatory, or governmental authorities require additional information, either in  respect of individuals, entities, or particular transactions. You warrant that you will promptly  supply all such information, which any such authority may require, and/or which we may be  required to supply, in relation to the individual, entity, or particular transaction.  

If you, or any Authorized User, breaches any such laws or regulations, you irrevocably agree that we  may retain any monies or funds transmitted to us pursuant to this Agreement and/or not fulfill any  funds transfer request if we are required to take or refrain from such action by any legal, regulatory,  or governmental authority or if we reasonably believe that such action may violate any laws or  regulations, and such monies will not bear interest against us. You further agree that we may pay  such monies to the appropriate legal, regulatory, or governmental authority, when required by law  or regulation. 

3.9 How We Post Transactions To Your Account and Determine Your  Available Balance  

3.9.1 Posting Overview  

To understand how we post transactions to your Account, it is important to first understand the  difference between your Available Balance and your ledger balance. Your Available Balance is the  amount of money you have in your Account at any given time that is available for you to use. Your  ledger balance is the balance in your Account at the beginning of the day after we have posted all  transactions to your Account from the day before. We use your Available Balance to authorize your  transactions throughout the day and determine whether you have sufficient funds to pay your  transactions. Here are some additional terms that are helpful to understand:  

▪ Credit and debit – A credit increases your balance and a debit decreases your balance.  

▪ Post or posted – Transactions that are paid from or deposited to your Account. Posted  transactions will either increase or decrease both your Available Balance and your ledger  balance.  

▪ Pending – Transactions that we receive notice of and are scheduled to post to or be debited  from your Account. Pending debit transactions affect your Available Balance, but not your  ledger balance. Pending deposit transactions do not affect your Available Balance or your  ledger balance.  

▪ Card authorization and settlement – When you use a debit card to make a purchase, the  transaction occurs in two steps: card authorization and settlement. Card authorizations  reduce your Available Balance, but not your ledger balance. Settlement reduces both your  Available Balance and your ledger balance. Card authorizations are removed when  settlement occurs or after a certain number of days have passed, whichever is sooner. See  below for more information about card authorizations and settlement.  

3.9.2 Posting Order  

For all transactions, we receive the transactions throughout the day and post them to your Account  as they are received and in the order that they are received. Note that for debit card transactions,  we consider the transaction received when we settle the transaction with the merchant, which may  occur several days after you authorize the transaction. See below for additional information  concerning how debit card transactions are processed.  

We may change the order in which we post transactions to your Account upon reasonable prior  notice to you and in compliance with applicable law. It is therefore important for you to keep track  of the deposits you make and the transactions you authorize to make sure there are sufficient  funds in your Account to cover all transactions and any applicable fees. 

‍

3.9.3 Determining Your Ledger Balance and Available Balance  

Your Account’s ledger balance is the current balance of cleared and settled funds in your Account  at the beginning of each business day. Your Account’s Available Balance is the ledger balance  reduced by debits we receive throughout the day and increased by credits we make available to  you. Specifically, to determine your Available Balance, we start with your ledger balance at the  beginning of the business day, add any pending credits or deposits that we make available to you,  and subtract any card authorizations and pending debits. All transactions on your Account are  debited or credited from your Available Balance in the order received.  

Your balance is accessible through the Mobile Device Application or as otherwise indicated herein.  Keep in mind that your Available Balance may not reflect every transaction you have initiated or  previously authorized. For example, your Available Balance will not include transactions you have  authorized that we have not received.  

3.9.4 Debit Cards  

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.  

i. 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  Program Partner immediately, following the procedures in Section 3.9.4 (xiii) (Card  Cancellation, Suspension and Limits, Lost or Stolen Card, Card Replacement). You agree  to sign the back of the Card immediately upon receipt. 

ii. 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 funds 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  funds 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  canceled, you agree to stop using the Card and destroy the Card or return the Card to the Bank, upon its request. 

iii. 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. 

iv. 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 our “Fee Schedule” attached to  this Agreement as Exhibit 1 (Fee Schedule) (collectively, 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.  

v. ATMs and POS Devices. The Card can be used at ATMs inside and outside the  U.S. 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, Star or Interlink marks, and  subject to your daily purchase limit.  

vi. 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. 

vii. 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.  

viii. 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. 

ix. 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. 

x. 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. 

xi. 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 ATM terminals  (if available) using your Card. 

xii. 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 1 833-966-2428 or the number on the back of your Card. You agree  not to use or allow others to use an expired, revoked, canceled, 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 1 833-966- 2428 or the number on the back of your Card or contact Service Provider by email at  hi@modakmakers.com. You are responsible for all transactions made using your Card, until you  notify us and only after we have had a reasonable opportunity and period of time to act on your  notice. If you need to replace the Card for any other reason, call or send an email to  hi@modakmakers.com 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 Program Partner at hi@modakmakers.com.  The cancellation of your Card privileges will not otherwise affect your rights and obligations under  this Agreement.  

3.9.5 Digital Wallet  

Digital Wallets 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. 

i. 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.  

ii. Digital Wallet Provider Relationship. A Digital Wallet is offered exclusively by  your Digital Wallet Provider (e.g., Apple, Google, Samsung, etc.) 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 product or 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. Including, but not limited to:  

▪ Google Pay: This Agreement does not apply to transactions involving Google  products or services 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 of Service. We do not control or endorse the  provisioning or use of Samsung Pay Money Transfer services. 

iii. No Support or Assistance. 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 products or 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 products or 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 3.95 (iii) (No Support or Assistance). 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. 

iv. 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 Card is lost or stolen and your Supported Device is not lost or stolen, you may be  required to add the new physical 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 the 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.  

v. 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  products or 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.  

vi. 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. 

vii. 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 products or 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. 

viii. 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, 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. 

ix. 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.  

x. Use of 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.  

xi. Electronic Communications. 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,  Program Partner, 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, Program  Partner, 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.  

3.10 Statements  

Statements will periodically be provided to you through the Mobile Device Application if your  Account is not inactive. You will receive a statement monthly if you have transactions on your  Account during the statement period. If there were no transactions on your Account, we may  

provide you with statements on a quarterly basis. You will not receive paper statements except  upon request.  

3.11 Errors On Your Account and Limitations of Liability  

You should carefully review your statements and promptly report to us any errors or unauthorized  activity by email at the address indicated in the “How to Contact Us” section of the Disclosures.  You MUST report errors and unauthorized activity within sixty (60) days after we make the  statement available to you. Unless otherwise specified in this Agreement or required by law, if you  do not provide us with timely notice of an error or unauthorized activity, we will deem our records  concerning your Account and all cards to be correct and we will not be liable to you for any Loss  you suffer relating to the error or unauthorized activity. You further agree that we may debit or credit  your Account at any time and without notice to you to correct an error or address unauthorized  activity.  

Please refer to the relevant section below for additional information concerning errors and  unauthorized transactions involving electronic fund transfers and related limitations of liability. 

3.12 Overdrafts, Nonsufficient Funds and Negative Balances  

An overdraft occurs when you do not have enough money in your Account to cover a transaction,  but we pay it anyway. If the Available Balance in your Account is not sufficient to cover any  transaction you have authorized, we may choose to pay the transaction resulting in a negative  balance on your Account (“Overdraft Transaction”), return the transaction, or refuse to process the  transaction. Overdraft Transactions may not be available in connection with the Program.  

3.13 Closing Your Account and Account Suspensions  

You can close your Account at any time and for any reason by contacting us as set forth in the  “How to Contact Us” section of the Disclosures. We reserve the right to refuse your request if you  have a negative balance on your Account. We recommend that you transfer or withdraw any funds  you may have in the Account prior to submitting a request to close the Account to avoid delays in  receiving your funds.  

We may also suspend or close your Account, or suspend or disable any service or feature of your  Account, at our discretion with or without notice. This includes if we believe you are using your  Account for fraudulent or illegal purposes; in violation of law or regulation, this Agreement, or any  other agreement you may have with us or our third-party service providers; if multiple transactions  are returned on your Account; or if you otherwise present undue risk to us or our third-party service  providers.  

Accounts with a zero balance will continue to be charged applicable fees until you request to close  your Account. We may close an Account with a zero balance on the fee period ending date or at  month end without prior notification to you. Once an Account is closed (either by you or us), no  fees will be assessed on the Account.  

We may also close your Account if you have not made any deposits or withdrawals from your  Account in over twelve (12) months. In addition, canceling your enrollment in the Mobile  Application with Program Partner will result in our closure of the Account.  

If your Account is closed with a balance greater than $1.00, we will return any funds you may have  in the Account, minus any outstanding fees, to you by paper check to the address we have on file.  We may return any funds you have in the Account, minus any outstanding fees, by ACH transfer to  another bank account only if you authorize us to return such funds via ACH transfer prior to  

Account closure. We reserve the right not to return the funds to you if the balance in your Account  is $1.00 or less.  

We are not responsible to you for any damages you may suffer as a result of the closure or  suspension of your Account.  

The closure of your Account or termination of this Agreement does not impact any right or  obligation that arose prior to closure or termination, or any right or obligation that, by its nature,  should survive termination (including all indemnifications obligation by you, our limitations of  liability, and all terms governing arbitration). 

3.14 Dormancy, Inactivity and Unclaimed Property  

State law and our policy govern when your Account is considered dormant. Your Account is usually  considered dormant if you have not accessed your Account, communicated to us about your  Account or otherwise shown an interest in your Account within the period of time specified under  applicable law. Each state has varying laws as to when an account becomes dormant, and we may  be required to send the balance in your Account if it becomes dormant to the state of your last  known address. We will make reasonable efforts to contact you if required by applicable law before  transferring the remaining balance of your Account to the applicable state. After we surrender the  funds to the state, you must apply to the appropriate state agency to reclaim your funds. You can  avoid the surrender of your funds by simply conducting transactions, contacting us about your  Account as set forth in the “How to Contact Us” section of the Disclosures, or replying to any  abandoned property notices we may provide to you.  

We may also place your Account in an inactive status if you have not had any transactions,  contacted us about your Account, or replied to any notices we may provide to you for at least  twelve (12) months. If your Account becomes inactive, you may not receive statements or be able  to conduct certain transactions. Inactive Accounts must be reactivated. Contact us as set forth in  the “How to Contact Us” section of the Disclosures to reactivate your Account.  

3.15 Account Fees and Fee Schedule  

There may be fees associated with your Account. Please refer to the “Fee Schedule” section of the  Disclosures for the fees applicable to your Account.  

You agree to pay all fees and charges applicable to your Account. All fee amounts will be  withdrawn from your Account and will be assessed regardless of whether you have sufficient funds  in your Account, except where prohibited by law. Fees are subject to change at any time. We will  provide you advance notice of any changes where required by law. 

4 Electronic Fund Transfers  

Your Account allows you to withdraw funds up to the Available Balance or make deposits through  electronic fund transfers (“EFTs”) subject to any applicable transaction limits on your Account.  EFTs are transactions that are processed by electronic means and include, among others, ACH  transfers, debit card transactions, ATM transactions, and direct deposits. This Section provides you  with information and important disclosures and terms about the EFTs that are permitted on your  Account. You may also receive additional services through Mobile Device Application made  available by Program Partner, that allow you to initiate EFTs to and from your Account that are not  described in this Agreement. In the event Program Partner provides such additional services, you  will be provided separate agreements and disclosures applicable to those services by Program  Partner. 

4.1 Types of EFTs Supported by Your Account  

Depending on the features made available for your Account in connection with the Program, your  Account may support the following types of EFTs:  

▪ Direct deposits from your sources of income.  

▪ Transfers between your Account and a connected bank account.  

▪ Transfers to or from your Account by a merchant or other third party to whom you have  provided your Account routing number and account number.  

▪ Purchases or other transactions using your debit card.  

Please refer to the “Types of EFTs Supported by Your Account” section of the Disclosures for the  EFTs available for your Account.  

4.2 Limitations on EFTs  

There are limitations on the frequency and dollar amount of transactions you can make to or from  your Account. These limits are different for each type of transaction. For limits that apply to  transactions that credit or deposit funds into your Account, please refer to the “Deposits Into Your  Account” section of the Disclosures. For limits that apply to transactions that debit or withdraw  from your Account, please refer to the “Withdrawals From Your Account” section of the  Disclosures. These limits may change from time to time.  

If you have been issued a debit card for your Account, there may also be transaction limitations  that apply to your use of the card. Please refer to the Disclosures provided to you for information on  any limitations and other terms.  

4.3 Your Right to Receive Information and Documentation of Your  Transactions  

You will receive information and documentation concerning any EFTs that debit or credit your  Account in the following ways:  

▪ Statements: We will provide you information about each transaction that debits or credits  your Account on your statements. Please refer above for information about statements.  You may also be able to view your transaction history and other information through Mobile  Application made available by Program Partner. You may also contact us as set forth in  the “How to Contact Us” section of the Disclosures for information concerning your  Account or your transactions.  

▪ Direct Deposits: If you receive a direct deposit into your Account at least once every sixty  (60) days from your employer or another person or company, you can check if the deposit has been made by contacting us as detailed in the “How to Contact Us” section of the  Disclosures.  

▪ Receipts: If you are provided with a debit card, you can get a receipt at the time you make a  withdrawal at an ATM or a purchase at a point-of-sale terminal. However, for certain small  dollar transactions you may not receive a receipt.  

4.4 Preauthorized Transfers, Stop Payments, and Notices of Varying  Amounts  

If you authorize us or another company or person to withdraw from your Account on a regular basis  (such as when you sign up for “autopay” to pay a recurring bill or invoice), it is called a  “Preauthorized Transfer.” You may ask us to place a stop payment on Preauthorized Transfers. We  may charge a fee to stop payment on Preauthorized Transfers (as outlined in the “Fee Schedule”  section of the Disclosures). In addition, the person or company you are paying should notify you  when the amount of a particular withdrawal will be different from the amount of the last  withdrawal.  

4.4.1 How to Request a Stop Payment  

If you authorize a third party to take payments from your Account on a regular basis through a  Preauthorized Transfer, you can place a stop payment on those payments by contacting us as set  forth in the “How to Contact Us” section of the Disclosures at least three (3) business days before  the next payment is scheduled to be made. To be effective, a stop payment request must be  received within this time specified, and with all of the information required below, so as to give us a  reasonable opportunity to act on it.  

You must provide: (a) your name, (b) your Account number, (c) the company or person taking the  payments, and (d) the date and amount of the Preauthorized Transfer you wish to stop. If you want  all future payments from that company or person stopped, be sure to tell us that as well. If you do  not provide us with the correct information, such as the correct payee or the correct amount of the  payment you wish to stop, we may not be able to stop the payment.  

In the event you make your stop payment request via telephone, we may ask that you put your  request in writing and email it to us within fourteen (14) days after your notification to stop such  payments with the information directly above. If we request your confirmation in writing and your  written stop payment notification is not received within fourteen (14) days, the payment in question  will be honored as originally authorized and future payments will not be stopped.  

4.4.2 Our Liability if We Fail To Stop a Preauthorized Transfer  

If you order us to stop one Preauthorized Transfer three (3) business days or more before the  payment is scheduled and provide us with all information requested, and we do not do so, we will  be liable for your losses or damages proximately caused by the failure. However, we will not be  liable if the company or person initiating the payments changes the dollar amount of the payment or makes other changes that cause us not to recognize it as the payment you requested be  stopped.  

It is your responsibility to ensure that all of the information supplied in your notice is correct and to  promptly inform us of any inaccuracies. We are not liable for failing to stop payment if you have not  given us sufficient information or if your stop payment request comes too late for us to act on it. If  we stop payment, you will indemnify, defend and hold us and our officers, directors, shareholders,  employees, successors, predecessors, service providers, representatives, principals, agents,  assigns, parents, subsidiaries and/or insurers (collectively, "Indemnified Parties") harmless from  any and all Losses (as defined in Section 1.2) imposed on or sustained, incurred or suffered by any  of the Indemnified Parties, whether actual or threatened or proven or not, in respect of any and all  actions, audits, arbitrations, assertions, suits, mediations, litigations, proceedings, examinations,  hearings, inquiries, investigations, charges, complaints, claims (including counter or cross claims), or demands by whosoever asserted ("Claims"), without regard to the merit or lack thereof,  arising from or related in any way to our refusal to pay the transaction on which you stopped  payment. The foregoing indemnity will not apply if and to the extent expressly prohibited or  restricted by the laws or regulations governing you or your Account.  

4.4.3 Notices of Varying Amounts  

If a Preauthorized Payment varies in amount, the person or company you are paying should tell you  ten (10) days before each payment when it will be made and how much it will be. You may be given  the option to only get this notice when the payment will differ by more than a certain amount from  the previous payment, or when the amount will fall outside certain limits that you set.  

4.5 Our Liability for a Failure To Complete A Transaction  

If we fail to complete a transaction on time or in the correct amount when properly instructed by  you in accordance with this Agreement, we will be liable for damages proximately caused by the  failure or error. However, there are some exceptions. We are not liable, for instance:  

▪ If the Available Balance in your Account is not sufficient to complete the transaction  through no fault of ours;  

▪ If the ATM you use does not have enough cash;  

▪ If the failure is due to an equipment or system breakdown, such as a problem with the  Mobile Device Application made available by Program Partner that you knew about  before you began a transaction;  

▪ If the failure was caused by a refusal or delay by another financial institution to process the  transaction, by any merchant or other person to honor your debit card, by a failure of an  ATM or network to process your transaction, or a similar act by a third party;  

▪ If the failure was caused by an Act of God, fire or other catastrophe, or any other cause  beyond our control despite reasonable precautions we have taken; 

▪ If your funds are not available due to a hold or if your funds are subject to legal process;  

▪ If we do not complete a transaction because we or one of our service providers has reason  to believe the transaction may be unauthorized or illegal; or  

▪ If your Account is closed or inactive.  

There are additional limitations on our liability in this Agreement and there may be additional  exceptions or limitations stated in our or our service providers’ other agreements with you or as  permitted by law.  

4.6 Your Liability for Unauthorized EFTs  

Contact us immediately as set forth in the “How to Contact Us” section of the Disclosures if you  believe that an unauthorized EFT has occurred or may occur concerning your Account, Account  number, debit card, debit card number, PIN, or Mobile Device Application login credentials have  been lost, stolen, or compromised.  

You could lose all the money in your Account (and any bank accounts with other institutions you  have connected to your Account) if you do not notify us immediately if any of these things occur.  

For unauthorized EFTs, your liability will be as follows if you notify us of the loss:  

▪ If you tell us within two (2) business days after learning of the loss, theft, compromise, or  unauthorized use of your Mobile Device Application login credentials (or, where  applicable, your Card, Card information, or PIN) you can lose no more than $50 if someone  uses your Account without permission.  

▪ If you do NOT tell us within two (2) business days and we can prove that we could have  prevented the loss had you contacted us, you could lose as much as $500.00.  

▪ If your statement shows EFTs that you did not make and you do NOT contact us within sixty  (60) days after the FIRST statement on which the problem or error appeared, you may not  get back any money lost after the sixty (60) days if we can prove that you contacting us  could have prevented the losses.  

We can extend these time periods in our sole discretion if extenuating circumstances (such as a  long trip or hospital stay) kept you from notifying us.  

If you believe an unauthorized transaction has occurred concerning your Account, or if your debit  card or Mobile Device Application login credential have been lost or stolen, contact us at  indicated in the Disclosures. 

4.7 In Case of Errors or Questions About Your EFTs  

Contact us as soon as you can if you think your statement or receipt is wrong or if you need more  information about a transfer listed on a statement or receipt. Contact us pursuant to the “How to  Contact Us” section of the Disclosures pertaining to the type of EFT for which you have noticed an  error or are requesting additional information. We must hear from you no later than sixty (60) days  after we send the FIRST statement on which the problem or error appears. You must provide us  with the following information:  

▪ Your name and Account number.  

▪ A description of the error or the EFT you are unsure about and why you believe it is an error  or you need more information.  

▪ The dollar amount of the suspected error.  

If you tell us orally, we may require that you send us your complaint or question in writing by email  within ten (10) business days.  

We will determine whether an error occurred within ten (10) business days after we hear from you  and will provide you the results and correct any error promptly. If we need more time, we may take  up to forty-five (45) days—or ninety (90) days for Accounts open less than thirty (30) days, point-of sale, or foreign-initiated transactions — to investigate your complaint or question. If we decide to  

do this, we will credit your Account within ten (10) business days for the amount you think is in  error, so that you will have the use of the money during the time it takes us to complete our  investigation. If we ask you to put your complaint or question in writing and we do not receive it  within ten (10) business days, we may not credit your account. For Accounts open less than thirty  (30) days, we may take up to twenty (20) business days to credit your Account for the amount you  think is in error.  

We will provide you the results within three (3) business days after completing our investigation. If  we decide that there was no error, we will send you a written explanation by email. You may ask for  copies of the documents that we used in our investigation.  

5 Other Legal Terms and Conditions  

5.1 Assignment  

You may not assign, transfer, or otherwise delegate, whether by operation of law or otherwise, your  Account or your rights or obligations, in whole or in part, under this Agreement. Any assignment,  transfer or delegation or attempted assignment, transfer, or delegation in violation of the foregoing  shall be void.  

We may assign, transfer, or otherwise delegate our rights or obligations, in whole or in part, under  this Agreement in our sole discretion. 

5.2 Legal Processes and Claims Affecting Your Account  

If we receive a levy, attachment, or other legal process against you (collectively, “Legal Process”),  we may refuse to permit withdrawals or transfers from your Account until the Legal Process is  dismissed or satisfied. Any Legal Process will be subject to our right of set-off and security interest.  You are responsible for all Losses we incur as a result of any dispute or legal proceeding involving  your Account. If we receive a claim against the funds in your Account, or if we know of or believe  that there is a dispute as to the ownership or control of funds in your Account, we may, in our  discretion: (a) place a hold on your Account and refuse to pay out any funds until we are satisfied  that the dispute is settled; (b) close your Account and send the balance to the named account  holder; (c) require a court order to act; or (d) take any other action we feel is necessary to protect  us. We will not be liable to you for taking any such action.  

5.3 Limitation of Liability and Disclaimer of Warranty  

EXCEPT AS REQUIRED BY LAW, TO THE EXTENT WE (OR OUR SERVICE PROVIDER(S)) ARE FOUND  LIABLE, OUR AND OUR SERVICE PROVIDERS’ TOTAL LIABILITY TO YOU FOR A CLAIM WILL NEVER  EXCEED THE AMOUNT OF ACTUAL DAMAGES PROVEN BY YOU AND IS LIMITED TO THE FACE  VALUE OF THE ITEM OR TRANSACTION, OR THE ACTUAL VALUE OF ANY FUNDS NOT PROPERLY  CREDITED OR DEBITED. EXCEPT AS REQUIRED BY LAW AND NOTWITHSTANDING ANYTHING TO  THE CONTRARY, WE AND OUR SERVICE PROVIDERS SHALL ONLY BE RESPONSIBLE AND LIABLE  FOR OUR AND OUR SERVICE PROVIDERS’ OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT  IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT. OUR AND OUR SERVICE PROVIDERS' LIABILITY MAY ALSO BE FURTHER REDUCED BY THE AMOUNT OF THE LOSS THAT IS CAUSEDBY YOUR OWN NEGLIGENCE OR LACK OF CARE, AS WELL AS ANY RECOVERY OF THE LOSS YOU OBTAIN FROMTHIRDPARTIES.  

IN NO EVENT WILL YOU BE ABLE TO RECOVER FROM US OR OUR SERVICE PROVIDERS ANY  CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR EXEMPLARY DAMAGES, LOSSES OR  EXPENSES (INCLUDING COUNSEL AND THIRD PARTY FEES OR FINES) OR LOST PROFITS, LOST  REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR  SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, (a)  EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES; (b) EVEN IF  SUCH DAMAGES, LOSSES OR EXPENSES WERE FORESEEABLE, (c) WHETHER ARISING UNDER  THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND  (d) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE  APPLICATION OF THE PROVISIONS OF THIS SECTION, OUR AND OUR SERVICE PROVIDERS'  LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.  

NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE AND OUR SERVICE PROVIDERS WILL NOT  BE LIABLE FOR ANY ERROR, FAILURE OR DELAY IN OUR ABILITY TO PERFORM OUR OBLIGATIONS  UNDER THIS AGREEMENT, INCLUDING ANY ERROR, FAILURE OR DELAY IN THE PROCESSING OF  ANY TRANSFER, ARISING FROM OR RELATING TO CAUSES BEYOND OUR OR OUR SERVICE  PROVIDERS’ REASONABLE CONTROL, INCLUDING ANY ACT OF GOD, WAR (DECLARED OR  UNDECLARED), SABOTAGE, BLOCKADE, REVOLUTION, INSURRECTION, TERRORISM, CIVIL  STRIFE, EXPROPRIATION, NATIONALIZATION, CHANGE IN LAW, GOVERNMENT ACTION, EMBARGO, SANCTION, ACCIDENT, FIRE, NATURAL DISASTERS, ELEMENTS OF NATURE,  PANDEMIC, EQUIPMENT FAILURE, SYSTEM FAILURE, TECHNICAL FAILURE, LABOR DISPUTE,  UNUSUAL TRANSACTION VOLUME, SUSPENSION OF PAYMENTS BY ANOTHER FINANCIAL  INSTITUTION, OR THE FAILURE OF ANY THIRD PARTY TO PROVIDE ANY ELECTRONIC, DIGITAL OR  TELECOMMUNICATIONS SERVICE.  

NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE AND OUR SERVICE PROVIDERS SHALL  NOT BE LIABLE TO ANY THIRD PARTY OR FOR ANY ACT OR OMISSION OF YOURS OR ANY THIRD  PARTY, INCLUDING THIRD PARTIES USED BY US IN EXECUTING ANY TRANSACTION  CONTEMPLATED BY THIS AGREEMENT OR PERFORMING A RELATED ACT AND NO SUCH THIRD  PARTY SHALL BE DEEMED TO BE OUR AGENT.  

IN ADDITION, EXCEPT AS REQUIRED BY LAW, WE AND OUR SERVICE PROVIDERS ARE NOT LIABLE  OR RESPONSIBLE FOR ANY SERVICES OR FEATURES OF ANY MOBILE DEVICE APPLICATION  PROVIDED TO YOU BY A THIRD PARTY. WE AND OUR SERVICE PROVIDERS ARE ALSO NOT LIABLE  FOR ANY UNAUTHORIZED ACCESS OF YOUR INFORMATION OR DATA BY A THIRD PARTY DUE TO  YOUR USE OF THIRD-PARTY COMMUNICATION CHANNELS NOT OFFERED BY US.  

ALL BANK SERVICES AND ACCOUNT FEATURES, INCLUDING THOSE PROVIDED BY A THIRD  PARTY, SUCH AS MOBILE DEVICE APPLICATION , ARE PROVIDED “AS IS”, "WHERE IS" AND “AS  AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE  IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR  NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF  PERFORMANCE, OR USAGE OF TRADE. WE DO NOT WARRANT BANK’S SERVICES OR ACCOUNT  FEATURES OR THE SERVICES OR FEATURES OF ANY THIRD PARTY, INCLUDING MOBILE DEVICE  APPLICATION , WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED,  SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.TO THE EXTENT THAT  WE MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE  AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE  LAW.  

5.4 Indemnification  

You will indemnify, defend and hold the Indemnified Parties harmless from any and all Losses  imposed on or sustained, incurred or suffered by any of the Indemnified Parties, whether actual or  threatened or proven or not, in respect of any and all Claims, without regard to the merit or lack  thereof, arising out of, or related in any way to (a) the matters set forth in this Agreement, including  any Claims by any business or person related to the connected bank account, including any other  owner of the connected bank account; (b) breach of this Agreement, including any warranties; (c)  our taking any action or not taking any action that we are entitled to take pursuant to this  Agreement, including attempting to cancel or amend a transfer or actions we take based on the  instructions of your attorney-in-fact, including if it is later determined that your power of attorney  was invalid or improperly executed; (d) any action or omission by you or any Authorized User; (e)  fraudulent activity (except as otherwise provided for herein or by applicable law); or (f) our action or  inaction in reliance upon oral, written or electronic instructions or information from you or any  Authorized User. 

5.5 Our Right of Set-Off and Security Interest  

We have the right to set-off any liability, direct or contingent, past, present, or future that you owe  against any account you have with us. This means that we can take any funds in your Account or  any other account you have with us to pay any debt or liability you owe us. We have this right even if  the Account(s) we withdraw money from is a joint Account and the debt or liability we apply it to is  owed by only one of you. Likewise, we could withdraw money from an Account owned by only one  person and apply it to reduce the joint debt or liability of that person and another person. Our rights  under this Section are in addition to any right of set-off we may have under applicable law.  

You also agree to grant us a security interest in your Account to secure payment of any money that  you owe to us or will owe us arising under this Agreement or any other agreements with us. You  acknowledge that this security interest is consensual and in addition to any right of set-off. We may  exercise our security interest or right of set-off without regard to the source of the funds in your  Account or prior recourse to other sources of repayment or collateral, even if it causes you to incur  penalties or suffer any other consequence. You waive any conditions or limits to our right of set-off  to the maximum extent permitted by law. We will notify you if we exercise our right to set-off if  required by law.  

If we take any action to collect debt or liability incurred by you or other amounts you owe us under  this Agreement or defend ourselves in a lawsuit brought by you where we are the prevailing party,  you will reimburse us for our Losses, including reasonable attorneys’ fees, to the extent permitted  by applicable law. We may charge your Account for our Losses without prior notice to you.  

5.6 Changes in Terms and Additional Services  

We may change this Agreement, or any fees and features of your Account, at any time by posting an  amended Agreement on the Program Partner’s website. Any such amendment will be effective  upon posting. We will give you advance notice of any change where required by law. We may  provide such notice to you with your statement, electronically, or by mail. Any notice we provide to  you will be binding and sent to the last (postal or electronic) address in our records. We may  change your address if we receive an address change notice from the U.S. Postal Service. We may  change or terminate this Agreement without notice at our discretion or to comply with any  appropriate federal or state law or regulation.  

If we make any of our other banking services available to you in connection with your Account, we  may provide certain terms and conditions for those additional services to you in a separate  agreement or disclosure.  

5.7 No Waiver of Rights  

We may waive or decline to enforce any of our rights under this Agreement without obligating  ourselves to waive such rights in the future or on any other occasion. We may release any other  person obligated under this Agreement without affecting your responsibilities under this  Agreement. 

5.8 Conflicts and Section Headings  

If there is a conflict between this Agreement and any other document or statement made to you  concerning the Account, this Agreement will govern. If there is a conflict between this Agreement  and any other document or statement made to you concerning any services or products other than  the Account, the separate terms, and conditions applicable to that service or product will govern.  Section headings that appear in this Agreement are for convenience purposes only and are  intended to help you find information. They should not be construed as affecting the meaning of the  Agreement.  

5.9 Severability  

If any court or tribunal of competent jurisdiction determines that any provision of this Agreement is  illegal, invalid, or unenforceable, the remainder of this Agreement will not be affected. To the extent  permitted by law, the parties waive any provision of law which prohibits or renders unenforceable  any provisions of this Agreement, and to the extent that such waiver is not permitted by law, you  and we agree that such provision will be interpreted as modified to the minimum extent necessary  to render the provisions enforceable.  

5.10 Governing Law, Forum, and Time Limits  

All actions relating to your Account and this Agreement will be governed by the laws and  regulations of the United States and the State of Texas where your Account will be opened,  irrespective of conflict of law principles. You agree that any dispute arising under this Agreement or  relating in any way to your relationship with us that is not arbitrated will be resolved in a federal or  state court located in Texas and that you will be subject to such court’s jurisdiction.  

Except where prohibited by law, you agree that you must file any lawsuit or arbitration against us  within two (2) years after the claim arises unless federal or Texas law, or another agreement you  have with us, provides for a shorter time. If federal or Texas law requires a longer time period than  the time periods in this Agreement, you agree to the shortest time period permitted under the law.  

6 Arbitration and Waivers  

BE SURE THAT YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS  YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US.  

6.1 Election to Arbitrate  

You and we agree that the sole and exclusive forum and remedy for resolution of a claim be final  and binding arbitration pursuant to this section (the “Arbitration Provision”). As used in this  Arbitration Provision, “Claim” will include any past, present, or future claim, dispute, or  controversy involving you (or persons claiming through or connected with you), on the one hand,  and us on the other hand, relating to or arising out of this Agreement, and/or the activities or  relationships that involve, lead to, or result from this Agreement, including the validity or  enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise);  a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters  arising as initial claims, counterclaims, cross-claims, third-party claims, or otherwise. Please note  that you may continue to assert Claims in small claims court, if your Claims qualify and so long as  the matter remains in such court and advances only on an individual (non-class, non representative) basis. The scope of this Arbitration Provision is to be given the broadest possible  interpretation that is enforceable.  

You have the right to opt-out of this arbitration clause and it will not affect any other terms and  conditions of this Agreement or your relationship with us. TO OPT OUT, YOU MUST NOTIFY US IN  WRITING OF YOUR INTENT TO DO SO WITHIN SIXTY (60) DAYS AFTER OPENING YOUR ACCOUNT.  Your opt-out notice can be a letter that is signed by you that states “I elect to opt out of the  arbitration clause in my Consumer Deposit Account Agreement for Account #” or any words to that  effect. Send the notice as set forth in Section 1.1 of this Agreement. An election to opt out applies  only to the account or accounts identified in your opt-out notice or, if no specific accounts are  identified in your notice, then to any account(s) that became subject to the arbitration clause  within the sixty (60)-day period before we received your notice. The arbitration clause will apply to  any claims between us relating to any account(s) for which we do not receive an opt-out notice as  described in this section.  

6.2 Applicability of the Federal Arbitration Act; Arbitrator’s Powers  

This Arbitration Provision is made pursuant to a transaction involving interstate commerce and will  be governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will  apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator  may award damages or other types of relief permitted by applicable substantive law, subject to the  limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of  procedure and evidence that would apply in a court. The arbitrator will take steps to reasonably  protect confidential information. In any arbitration arising out of or related to this Agreement, the  arbitrator will apply the limitation of liability set forth above and, for the avoidance of doubt, is not  empowered to award (a) punitive or exemplary Losses, except where permitted by statute, or (b)  incidental, indirect or consequential Losses, or Losses for lost profits. The parties waive any right to  recover all such Losses.  

6.3 Informal Dispute Resolution  

If a Claim arises, our goal is to address your concerns and, if we are unable to do so, to provide you  with a neutral and cost-effective means of resolving the dispute quickly. You agree that before filing  any claim in arbitration, you will first submit your Claim to us by email at the address specified  above and provide us with the opportunity to resolve your concern prior to initiating arbitration.  

6.4 Arbitration Procedures  

The party initiating arbitration will do so with the American Arbitration Association (“AAA”). The  arbitration will be conducted by a single arbitrator according to, and the location of the arbitration  will be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. You may  obtain copies of the current rules, forms, and instructions for initiating an arbitration with AAA  online at www.adr.org or by calling 1-800-778-7879. In the case of a conflict between the rules and  policies of the administrator and this Arbitration Provision, this Arbitration Provision will control,  subject to countervailing law, unless all parties to the arbitration consent to have the rules and  policies of the administrator apply. The arbitration will be held in the United States county where  you live or work, or any other location we agree to.  

6.5 Arbitration Fees  

If we initiate arbitration, we will pay all the administrator's filing costs and administrative fees  (other than hearing fees). If you initiate arbitration, filing costs and administrative fees (other than  hearing fees) will be paid in accordance with the rules of the administrator selected, or in  accordance with countervailing law if contrary to the administrator's rules. We will pay the  administrator's hearing fees for one (1) full day of arbitration hearings. Fees for hearings that  exceed one (1) day will be paid by the party requesting the hearing, unless the administrator's rules  or applicable law require otherwise, or you request that we pay them and we agree to do so. Each  party will 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 will apply in the  arbitration notwithstanding anything to the contrary herein.  

6.6 Appeals  

Within thirty (30) days of a final award by the arbitrator, any party may appeal the award for  reconsideration by another arbitrator selected according to the rules of the arbitrator  administrator. In the event of such an appeal, any opposing party may cross-appeal within thirty  (30) days after notice of the appeal. The arbitrator will reconsider de novo all aspects of the initial  award that are appealed. Costs and conduct of any appeal will be governed by this Arbitration  Provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any  award by the initial arbitrator that is not subject to appeal, and any award on appeal, will be final  and binding, except for any appeal right under the FAA, and may be entered as a judgment in any  court of competent jurisdiction.  

6.7 No Class Actions  

NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS  (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR  CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR  COULD HAVE BEEN ASSERTED) IN A COURT 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 will determine the rights and obligations of the named parties only, and only with  respect to the claims in arbitration, and will not (a) determine the rights, obligations, or interests of  anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or  arbitrator will have the power or authority to waive, modify, or fail to enforce this section, and any  attempt to do so, whether by rule, policy, arbitration decision or otherwise, will be invalid and  unenforceable. Any challenge to the validity of this section will be determined exclusively by a  court and not by the administrator or any arbitrator.  

6.8 Survival and Severability of Arbitration Provision  

This Arbitration Provision will survive the termination of this Agreement. If any portion of this  Arbitration Provision other than the subsection titled “No Class Actions” is deemed invalid or  unenforceable, the remaining portions of this Arbitration Provision will nevertheless remain valid  and in force. If there is a final judicial determination that applicable law precludes enforcement of  this Arbitration Provision’s limitations as to a particular claim for relief or particular term, then that  claim (and only that claim) or that term (and only that term) must be severed from the Arbitration  Provision and may be brought in court. If an arbitration is brought on a class, representative, or  collective basis, and the limitations on such proceedings in the previous subsection are finally  adjudicated pursuant to the last sentence of that subsection as unenforceable, then no arbitration  will be had. In no event will any invalidation be deemed to authorize an arbitrator to determine  Claims or make awards beyond those authorized in this Arbitration Provision.  

6.9 Judicial Forum for Claims  

Except as otherwise required by applicable law, in the event that this Arbitration Provision is found  not to apply to you or your Claim, you and we agree that any judicial proceeding (other than small  claims actions) will be brought in the federal or state courts of Texas. Both you and we consent to  venue and personal jurisdiction there. All parties agree to waive our right to a jury trial.  

6.10 WAIVER OF RIGHT TO LITIGATE  

THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT  BEFORE A JUDGE OR JURY BUT ARE HEREBY KNOWINGLY AND VOLUNTARILY WAIVING THAT  RIGHT BY AGREEING TO THIS AGREEMENT AND ARBITRATION PROVISION.  

7 Interpretation  

Except as otherwise expressly provided in this Agreement, the following rules apply: (a) the singular  includes the plural and the plural includes the singular; (b) all references to the masculine gender  include the feminine gender (and vice versa); (c) “include”, “includes” and “including” are not  limiting; (d) unless the context otherwise requires or unless otherwise provided herein, references  to a particular agreement, instrument, document, law or regulation also refer to and include all  renewals, extensions, modifications, amendments and restatements of such agreement,  instrument, document, law or regulation; (e) a reference in this Agreement to a Section or Schedule  is to the Section of or Schedule to this Agreement unless otherwise expressly provided; (f) a  reference to a Section in this Agreement, unless the context clearly indicates to the contrary, refers  to all sub-parts or sub-components of any said Article or Section; (g) words such as “hereunder,”  “hereto,” “hereof,” and “herein,” and other words of like import, unless the context clearly indicates to the contrary, refers to the whole of this Agreement and not to any particular Section,  subsection or clause hereof; (h) where the Agreement states that a Party “shall,” “will,” or “must”  perform in some manner or otherwise act or omit to act, it means that the Party is legally obligated  to do so in accordance with the Agreement; and (i) references to any statute includes any  amendments thereto and its implementing regulations.  

8 Miscellaneous  

Except with respect to Indemnified Parties and except as otherwise specified in this Agreement,  this Agreement is not intended to and shall not be construed to give any third party any interest or  rights (including any third-party beneficiary rights) with respect to or in connection with any  agreement or provision contained herein or contemplated hereby. Use of the Account is subject to  all applicable rules and customs of any clearinghouse or other association involved in  transactions. Bank does not waive its rights by delaying or failing to exercise them at any time. In  case any one or more of the provisions contained in this Agreement shall for any reason be held to  be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability  shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if  such invalid or illegal or unenforceable provision had never been contained herein. Upon such  determination that any term or other provision is invalid, illegal or unenforceable, the court or other  tribunal making such determination is authorized and instructed to modify this Agreement so as to  effect the original intent of the parties as closely as possible so that the transactions and  agreements contemplated herein are consummated as originally contemplated to the fullest  extent possible. The headings in this Agreement are only for convenience and do not in any way  limit or define your or our rights or obligations under this Agreement. You agree that this Agreement  and other agreements or disclosures you may receive from us with respect to the Account or your  debit card, contain the entire statement of the terms and conditions, which apply to the subject  matter hereof. If any term or condition of this Agreement should be invalidated or unenforceable for  any reason, all other terms and conditions will continue in full force and effect.

‍