Column N.A. Commercial Debit Card Agreement

Important - please read carefully. This agreement contains an arbitration provision requiring all claims to be resolved by way of binding arbitration.

IN CASE OF ERRORS OR QUESTIONS, OR IF YOU BELIEVE YOUR CARD HAS BEEN LOST OR STOLEN,  CONTACT SERVICER USING THE CONTACT INFORMATION ABOVE. 

This Mercury Commercial Debit Card Agreement (the “Card Agreement”) contains the terms and conditions governing  the use of the Mercury Commercial Debit Mastercard Card (the “Card”). The Card is issued by Column National  Association, which is referred to as “Bank,” “we,” “our,” and “us,” pursuant to a license from Mastercard. The Bank  is a nationally chartered depository financial institution and a member of the Federal Deposit Insurance Corporation  (“FDIC”). This Card Agreement supplements the Commercial Deposit Account & Savings Account Agreement between  you and Bank governing your deposit accounts at Bank (the “Account Agreement”). 

“Company” refers to the company who has requested the Card and is entering into this Card Agreement. “You” and  “your” means the Company, Authorized User, authorized signer, and any other person authorized to operate your Card  or the person entering into this Card Agreement on Company’s behalf. When we say “We may” or “Bank may” do  something, that means you authorize us and agree to such action.  

You may request the Card via the Mercury App. Mercury Technologies Inc. (“Servicer”) is a service provider that  performs certain services related to your Card on our behalf. Servicer is a financial technology company, not a bank.  Bank may refuse to process any transaction(s) that it believes may violate the terms of this Card Agreement or  Applicable Law. 

By agreeing to these terms, you agree to be bound by the Bank’s Privacy Notice (available at  https://column.com/legal/privacy-notice) and Servicer’s Privacy Notice (available at https://mercury.com/legal/privacy)  (together, the “Program Privacy Policies”). 

By agreeing to this Card Agreement, you acknowledge receipt of a completed copy of this Card Agreement and your  understanding of its terms, including the Arbitration Agreement, and you also accept all the terms in this Card  Agreement. Additionally, you accept this Card Agreement if you or an Authorized User activate a Card or use the Card.  By requesting the Card, you agree to the Arbitration Agreement even if you or an Authorized User do not use the Card.

By requesting the Card, you acknowledge and agree: 

• That your use of the Card is for a commercial or business purpose and you will not use the Card for any  consumer (personal, family, or household) purpose. 
• That if you are an individual executing this Card Agreement on behalf of, or for the benefit of, any  corporation, partnership, or other entity with which you are associated, that you represent and warrant that  you have the legal authority to bind such organization to this Card Agreement. 
• That you are of legal age in the jurisdiction where you live and have the legal capacity to enter into this Card  Agreement. 

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. TO HELP THE  GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL  LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY, AND RECORD INFORMATION THAT  IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS FOR YOU: WHEN YOU OPEN  AN ACCOUNT, WE WILL ASK FOR INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU, INCLUDING  CERTAIN IDENTIFYING DOCUMENTS. WE MAY USE INFORMATION FROM THIRD PARTIES TO HELP US  DETERMINE IF WE SHOULD OPEN YOUR ACCOUNT OR KEEP YOUR ACCOUNT OPEN. 

Capitalized terms not otherwise defined in this Card Agreement shall have the meanings assigned to them in the  Account Agreement. 

• “Applicable Law” means, with respect to either party and as may be amended and in effect from time to time, any  laws, statutes, regulations, rulings, orders, and/or guidance, including the Rules, that legally apply to either party. 
• “Authorized Users” means any person who you authorize to make Transactions on your Card.  
• “Beneficial Owner” means any natural person who directly or indirectly owns at least 25% of the equity interests in  Company and an individual with significant responsibility for managing the Company, such as an executive officer,  managing member, or general partner, as set forth in 31 C.F.R. § 1010.230. 
• “Business Day” means Monday through Friday, excluding federal holidays. 
• “Checking Account” means your non-interest-bearing commercial demand deposit account with us. 
• “Confidential Information” means the provisions of this Card Agreement and any other related documentation and  information that we provide to you. 
• “Mercury App” means Servicer’s software application that allows you to access your Card on a mobile device and/or  the Mercury Website. 
• “Mercury Website” means Servicer’s website at https://mercury.com that allows you to access your Card online. 
• “Purchase” means the use of your Card (including through the use of an enabled Mobile Device) to buy or lease  goods or services. 
• “Savings Account” means your interest-bearing commercial deposit account with us. 
• “Transaction” means a Purchase. 
• “USD” means United States Dollars.  

We may issue you a Card subject to the fulfillment of all of the conditions set forth in this Card Agreement. We may  decline to issue you a Card for any reason or for no reason; this includes if you have had or currently have any other  relationships or accounts that you did not maintain in a satisfactory manner. We are not liable for any damages or liabilities resulting from the refusal to issue you a Card. You must agree to accept electronic, rather than paper  communications and can retrieve Card account information through the Mercury App. 

2.1. Organization

The Card is available to legal entity commercial customers located in the fifty United  States and the District of Columbia. No sole proprietorships or foreign businesses are eligible.  

2.2. Checking Account

You must have and maintain a Checking Account in good standing in order to  be eligible for the Card. The terms and conditions of your Checking Account, and the circumstances under which you may withdraw funds from the Checking Account, are set forth in the  Account Agreement. 

3.1. Debit Card

The Card is a debit card that allows you to spend funds in your Checking Account. The  Card is not a credit card and the funds available to spend using your Card are limited to the  available funds in your Checking Account.  

3.2. Using Your Card

To complete a Transaction, there must be sufficient funds in your Checking  Account. Each time you make a Transaction using your Card, you authorize us to reduce the value  available in your Checking Account by the amount of the Transaction and any applicable fees. 

3.3. Permitted Card Use

You acknowledge and agree that the Card is intended to be used for  Company’s lawful business or commercial purposes only. You may not use the Card for personal,  family, or household purposes, or illegal purposes, or in any manner not permitted by this Card Agreement. You acknowledge and agree that because the Card is a commercial-purpose account,  protections available under consumer financial protection laws do not apply to your Card. We may  provide you with notices or take other actions required for consumer-purpose accounts without  making the Card subject to such laws. We may refuse to process any Transaction that we believe  may violate the terms of this Card Agreement or Applicable Law, or may pose significant risk to us.  If you use your Card in a manner that is not permitted, this Card Agreement still applies, and you  are liable for those Transactions. You also may be liable to us for any damages and/or expenses  resulting from such use. Additionally, you will have violated the terms of this Card Agreement and  we may close your Card. Neither we nor Servicer are liable for any damages or other liability  resulting from such use.  

3.4. Physical Cards; Activating Your Card

You may receive a physical Card. You must sign the back  of the Card and activate it before it can be used. You can activate a physical Card by following the  instructions you received with your Card or in the Mercury App. When you activate your Card, you  must select a personal identification number (“PIN”) to withdraw cash at automated teller machines  (“ATMs”) and for certain Transactions at merchant locations where a PIN is required. We may  require you to provide personal information in order to verify your identity before we will activate a  physical Card. You must return any physical Card to us or destroy it if we ask you to do so. You are  responsible for keeping your PIN a secret. If your PIN or Card is lost or stolen, contact Servicer to  block your Card. If you need to replace your Card, contact Servicer to request a replacement Card. 

3.5. Virtual Cards

We may permit you to obtain a virtual Card in the Mercury App or in a third-party  wallet service and use the virtual Card to make Transactions. Your use of a virtual Card may be  subject to additional terms and conditions, which you must accept when you obtain or access a  virtual Card, and which are incorporated by reference herein. You may not be able to use a virtual  Card at any terminal that does not have the technology necessary to accept a virtual Card. We are  not responsible for any third-party wallet service. The virtual Card may either be single-use,  meaning the Card account number will expire after a single transaction, or recurring-use, meaning  you may use your virtual Card account number for multiple transactions. You may not use your  virtual Card to obtain cash. 

3.6 Transactions

You may use your Card to make Transactions at merchants that honor MasterCard  cards. By swiping or tapping your virtual or physical Card or entering your Card information at the  point of sale, you authorize us to post the Transaction to your Card. Each time you make a  Transaction or a Transaction posts to your Card, the funds available in your Checking Account will  be reduced by the amount of the Transaction and any applicable fees. If you use your Card number  without presenting your Card (such as for a mail order, telephone, or Internet Purchase), the legal effect will be the same as if you used the Card itself. You agree that we may rely on information  provided by merchants and your applicable payment network to categorize transactions, as well as  merchant category.  

3.7. Mercury App

You can obtain information about your Card through the Mercury App, such as  Transactions and any fees or charges. Only electronic statements will be provided to you through  the Mercury App. While we do our best to provide the most up-to-date information about your Card,  there may be some delay in reflecting new Transactions, and we cannot guarantee the accuracy of  information displayed through the Mercury App. 

4.1. Servicer

Servicer, along with its partners and service providers, is the servicer of your Checking  Account and Card(s). You agree that Servicer may service or initiate enforcement of this Card  Agreement on our behalf, to the extent Servicer deems such enforcement necessary or advisable  to protect our rights or to execute Servicer’s obligations to us to service this Card Agreement.  Servicer’s privacy policy is set forth above. 

4.2. Replacement Cards; Card Expiry Date

Please contact Servicer at the contact information above  if you need to replace a Card for any reason. Please note that each Card has an expiry date on the  Card. A Card may not be used after that date. Please contact Servicer for a replacement Card if the Card expires. You will not be charged a fee for replacement cards that we send due to expiration of  the Card. Upon contacting us for any lost/stolen Card or to replace a Card for any reason, the Card  will be deactivated, and your available funds may be temporarily unavailable until the replacement Card is activated. 

4.3. Contacting You; Monitoring Communications

To the extent permitted by Applicable Law, you  authorize us, Servicer, and each of our respective affiliates, agents, service providers, contractors,  and successors, to contact you to service or maintain your Card. You agree that these contacts are  not unsolicited for purposes of state or federal law. You further agree that we, Servicer, and our  respective affiliates, agents, service providers, contractors, and successors may: (1) contact you in  any way, including mail, email, calls, and texts, including a mobile, wireless, or similar device, and  using automated telephone equipment or prerecorded messages; (2) contact you at any number  that you have given us, any number we have for you in our records, and any number from which  you call us, including your cellular or other wireless device, even if that number is a wireless,  cellular, or mobile number, is converted to a mobile/wireless number, or connects to any type of  mobile/wireless device, and even if such telephone number is currently listed on a Do Not Call  Registry; and (3) contact you at any email address you provide to us, Servicer, or any of our  respective affiliates, agents, service providers, contractors, successors, or any other person or  company that provides any services in connection with this Card Agreement. We and Servicer may  monitor, tape, or electronically record our telephone calls with you, including any calls with the  customer service department, collections department, and any of our respective agents or service  providers. For the avoidance of doubt, you agree you will accept calls from us and Servicer  regarding your Card. You understand these calls could be automatically dialed and a recorded  message may be played. 

4.4. Consent to do Business Electronically

By agreeing to this Card Agreement, including if doing  so electronically, constitutes your electronic signature to this Card Agreement and you irrevocably  consent and agree that (a) we and Servicer may provide all information and disclosures required by  law to you electronically; (b) your electronic signature to this Card Agreement and related  documents has the same effect as if you signed them in ink; and (c) an electronic record of this  Card Agreement may be used to evidence the existence of this Card Agreement as if it were an  original. This consent applies to acceptance of this Card Agreement, to all future communications  with you, and to other communications, notices, and disclosures that we or Servicer provide to you  electronically. All communications provided electronically will be deemed to be “in writing.” We and  Servicer reserve the right to cancel electronic disclosure services and to change such services or  send disclosures in paper form at any time. We are responsible for sending notice of the  disclosures to you electronically, but neither we nor Servicer is responsible for any delay or failure  in your receipt or review.  

4.5. Providing and Maintaining Your Information; Financial Information

We may require you to  submit personal information to open and manage your Card. This includes, but is not limited to: (1) the Company’s registered business name; (2) the Company’s business address; (3) the ownership  details of the Company; (4) contact information; (5) the tax identification number; (6) the nature of  the Company’s business and financial information; and (7) other personal or business information  that we may request. We also may request certain personal data, such as contact information,  personal addresses, social security numbers, dates of birth, and identification documents from  Authorized Users and Beneficial Owners. You must notify us promptly if any information you  provide to us changes, including changes to: (1) your email address, billing address, telephone  numbers, or fax numbers that we use to send you notices or to communicate with you; (2) the legal  entity of the Company; (3) tax identification number; or (4) Beneficial Owners of the Company. We  may ask you for additional documents and to verify any changes to information you have provided  us. We may suspend, restrict, or close your Card if you do not meet our account opening  requirements, if we cannot verify your information, or if you do not provide your information as  requested. You certify that all information you provide to us is accurate and complete. We will  attempt to communicate with you only by use of the most recent contact information you have  provided to us. You agree that any notice or communication sent to you at the address shown in  our billing records shall be effective unless we have received an address change notice from you.  

4.6. Contacting Us

You may contact Servicer using the contact information above. Notice by you to us  is deemed to be given when received by us. 

4.7. Mobile Devices and Digital Wallets

Smart phones, some tablets, or other mobile devices (a  “Mobile Device”) can download, store, and/or access Card information (for instance, through a  mobile wallet) that may enable you to use the Mobile Device to make Transactions using your Card  or Card number. Applications that enable your Mobile Device will have unique terms governing  those applications. Read them carefully. Transactions made through those applications are  governed by this Card Agreement. When your Card information is accessible by your Mobile  Device, it is important that you treat your Mobile Device with the same care you would your Card.  For example, you should secure your Mobile Device against unauthorized access. Keep in mind, if  you give someone your phone, or other Mobile Device, that can be the same as giving that person  your Card. 

We may permit you or an Authorized User to add your Card to a digital wallet supported and  operated by another financial institution or third party (“Digital Wallet”), which may be used to  make Transactions on your Card without presenting the physical Card. Any such Transactions are  covered by this Card Agreement. We have no control over the Digital Wallet or the device on which  you use the Digital Wallet and cannot guarantee their performance. Neither we nor Servicer are  liable for any losses that result if such services are unavailable or defective. Additionally, you are  responsible for protecting the security of the Digital Wallet, the device on which you use the Digital  Wallet, and any access credentials you use to access the Digital Wallet or device. You may be  charged third-party fees related to the Transaction, such as mobile carrier data or messaging  charges, and we are not responsible for any such fees. We may, at any time, partially or fully  restrict your ability to make Transactions through a Digital Wallet. We may change the Digital  Wallets that we permit you to use with your Card from time to time, in our sole discretion, without  notice to you. You agree to notify us promptly if you remove or want to remove your Card  information from any Digital Wallet or if the security of your Digital Wallet or device may be  compromised. 

We are not responsible if you violate the terms governing your use of any Mobile Device application  or Digital Wallet, or for any consequences that result from any violation. 

4.8. Lost or Stolen Cards and Unauthorized Use; Security of Your Card and Credentials

You are  responsible for protecting the security of your Card(s) and any credentials and devices you use to  access your Checking Account. You must take reasonable steps to prevent the unauthorized use of  a Card. We reserve the right to request you to take specific steps to limit access to or prevent  unauthorized use of a Card. For security reasons, you must, upon receipt of a physical Card,  comply with any Card activation procedures as may be prescribed by us. You acknowledge and  agree that you are under an obligation to review Card activity and Transactions in the Mercury App  and you MUST NOTIFY US IMMEDIATELY OF THE LOSS, THEFT, OR POSSIBLE  UNAUTHORIZED USE OF YOUR CARD BY CONTACTING SERVICER USING THE CONTACT  INFORMATION ABOVE, but in no event later than 60 days after the date the unauthorized use first  appears on your Card. You will be liable for unauthorized use of a Card that occurs before you  notify, unless prohibited by Applicable Law. You will not be liable for unauthorized use of a Card that occurs after you notify us of the loss, theft, or possible unauthorized use of the Card. If you do  not timely notify us, we will not be liable for any losses you incur as a result of unauthorized use of  a Card, except as required by law. You agree to cooperate with us on any unauthorized Card use  investigation. 

4.9. Benefits and Rewards

We or Servicer may offer you the ability to participate in benefits or  rewards programs from time to time. If we or Servicer do, we or Servicer will separately provide you  with information and terms and conditions governing your participation in such benefits or rewards  program. You may be required to accept additional terms and conditions in order to participate in a  benefits or rewards program. Benefits or rewards programs offered by us or Servicer may not be  available to all cardholders. We disclaim all responsibility for any losses arising from benefits or  rewards provided by third parties, to the fullest extent permitted by law. We may change or  discontinue any benefits or rewards program at any time for any reason. 

4.10. Confidentiality

We may disclose information about your Card to third parties as set forth in this  Card Agreement and our Privacy Notice. For example, we may disclose information about your  Card or the Transactions you make: 

1. To Servicer, as necessary to provide the services to you; 
2. Where it is necessary for completing Transactions; 
3. In order to verify the existence and condition of your Card for a third party, such as a  merchant; 
4. In order to comply with government agency, court order, or other legal or administrative  reporting requirements; 
5. If you consent by giving us your written permission; 
6. To our employees, auditors, affiliates, service providers, or attorneys, as needed; or vii. Otherwise as necessary to fulfill our obligations under this Card Agreement. 

You agree that the Confidential Information is our proprietary and confidential information. Unless disclosure is  required by law or court order, you will not disclose Confidential Information to any person other than your attorney,  accountant, financial advisor, or employees who need to know such information for the purpose of advising you,  provided that any such person uses such information solely for the purpose of advising you and first agrees in writing  to be bound by the terms of this section or has a legal duty to maintain the same degree of confidentiality. If  disclosure is required by law or court order, you will notify us immediately. 

We may impose limits on individual transaction amounts, ATM withdrawal amounts, and daily or weekly spending  limits on your Card (“Spending Limits”). Your Spending Limits are subject to periodic review and to change based  on your Card history, transaction activity, information from your Checking Account or Savings Account, and other  factors. ATM operators may impose their own limits on cash withdrawals. You can review your Spending Limits in the  Mercury App. 

6.1. Authorizations and Holds

When you use your Card or Card number to initiate a transaction at  certain merchant locations, websites or mobile applications, such as hotels, restaurants, gas  stations, and rental car companies, where the final purchase amount is unknown at the time of  authorization, a hold may be placed on the available funds in your Checking Account for an amount  equal to or in excess of the final transaction amount. The funds subject to the hold will not be  available to you for any other purpose until the merchant sends Bank the final transaction amount.  Once Bank receives the final transaction amount, it may take a period of time for the hold to be  removed. During that period, you will not have access to the funds subject to the hold. 

6.2. Refusal to Honor Your Card

Notwithstanding any other provision of this Card Agreement, and  regardless of your then-current available funds in your Checking Account, we may decline to authorize any Transaction for any reason at our sole discretion. Additionally, we may limit the  number of Transactions that may be approved in a single day. Neither we nor Servicer are  responsible for any losses you incur if we do not authorize a Transaction. A terminal, financial  institution, business, merchant, merchant’s financial institution, or other third party may refuse to  honor a Card. Neither we nor Servicer are responsible for any losses you incur if any such party  refuses to accept your Card or process the Transaction you request for any reason.  

6.3. Recurring Preauthorized Transactions

Recurring preauthorized Transactions occur when you  authorize a merchant to automatically initiate a Transaction using your Card on a recurring basis. If  you authorize a merchant or other person to charge your Card for recurring preauthorized  Transactions, you must notify the merchant if: we issue a new Card with a different number or  expiration date to you; your Card number changes; or your Card is closed. These Transactions  may continue to be charged to your Card until you change the billing information with the merchant  directly. We also may (but are not obligated to) provide your new Card number and expiration date  to a merchant with whom you have set up a recurring preauthorized Transaction in order to  continue your recurring preauthorized Transactions.  

6.4. Foreign Transactions

A “Foreign Transaction” is any Transaction (1) made in a foreign  currency, or (2) made in U.S. dollars if the Transaction is made or processed outside of the U.S.  Foreign Transactions include, for example, online Transactions made in the U.S. but with a  merchant who processes the Transaction in a foreign country. If you make a Foreign Transaction,  we will assess the Foreign Transaction fee disclosed in the Pricing Disclosures. If you make or  attempt to make a Foreign Transaction, we also may assess a Foreign Authorization and Decline  fee as disclosed in and pursuant to the Pricing Disclosures. If a Transaction is made in a foreign  currency, the Transaction will be converted by Mastercard into a U.S. dollar amount in accordance  with the operating regulation or conversion procedures in effect at the time the Transaction is  processed. The currency conversion rate in effect on the processing date may differ from the rate in  effect on the transaction date or posting date.  

6.5. Receipts

You may obtain receipts to maintain a record of your Transactions. You may need a  receipt in order to verify a Transaction with a merchant. 

6.6. Quality of Goods; Refunds

Neither we nor Servicer are responsible for the delivery, quality,  safety, legality, or any other aspect of the goods or services that you purchase from a merchant  with your Card. All such disputes must be addressed and handled directly with the merchant from  whom those goods or services were purchased. If a merchant provides you a refund for any reason  for goods or services obtained with your Card, you agree to accept a credit to your Checking  Account for such refunds, in accordance with the refund policy of that merchant. If the merchant  provides you such a refund, the credit to your Checking Account may not be immediately available.  We have no control over when a merchant sends a credit transaction, and the credit to your Card  may not be available for a number of days after the date the refund transaction occurs. Please  contact Servicer at the contact information above if you believe a merchant credit has not been  applied properly. 

7.1. Designating Authorized Users

You may designate one or more Authorized Users and authorize  them to use your Card, subject to our approval. By doing so, you designate the Authorized User to  conduct Transactions on your behalf. If any Authorized User is an employee of the Company, the  Authorized User must meet the minimum age for employment under the law applicable to Company  and Company’s business activities and must be duly employed by the Company as of the date a  Card is requested for such Authorized User. We may require you to submit certain information  about each person you request to make an Authorized User.  

7.2. Card Access and Use by Authorized Users

You understand and agree that any Authorized User  will have access to certain information about your Card and Checking Account and will be  permitted to make Transactions using the Card. You may establish limits on each Authorized User  through the Mercury App, such as limits on the types of merchants with which the Authorized  User’s Card may be used and the maximum dollar amount of individual Transactions an Authorized  User may make. We reserve the right to limit the number of Authorized Users and Cards  associated with your Authorized Users. We also may limit the ability of an Authorized User to use a  Card. 

You are responsible for all activity conducted on the Card by an Authorized User, and all  Transactions any Authorized User makes will be treated as if you had made the Transaction  yourself. In addition, you will be responsible for all Transactions and activity conducted on  your Card by any person that you or any Authorized User gives access or permission to use  your Card, even if they exceed that authority, or you did not want or agree to that use. 

Each Authorized User’s use of the Card is subject to the terms of this Card Agreement. You agree  to share this Card Agreement with each Authorized User and explain that their use is subject to its  terms. You are solely responsible for monitoring an Authorized User’s use of the Card, and  ensuring that the Authorized User does not use the Card in violation of this Card Agreement,  Applicable Law, or any authority you grant to them. We undertake no obligation to monitor  transactions to determine that they are on your behalf.  

7.3. Termination and Removal of Authorized Users

Each Authorized User’s authority is  automatically terminated by your dissolution. However, we may continue to honor the Transactions  of the Authorized User until: (a) we have received written notice or have actual knowledge of the  termination of authority, and (b) we have a reasonable opportunity to act on that notice or  knowledge.  

You may request to remove an Authorized User from your Card through the Mercury App. You  must immediately destroy all Cards in such Authorized User’s possession and change or destroy  any other credentials in their possession they may use to access your Card. The Authorized User  may be able to use your Card until we receive the request to remove the Authorized User and we  have acted on your request. During this time, you still will be responsible for all Transactions the  Authorized User makes using the Card. You will be responsible even if these Transactions do not  appear on or post to your Card until after you remove the Authorized User. We reserve the right to  remove any Authorized User from your Card for any reason. When you or we remove an  Authorized User for any reason, we may revoke the Authorized User access to a Card, close or  suspend your Card, and/or require you to change other access credentials. 

We do not charge any fees for initial issuance or use of your Card, except as provided for in the Pricing Disclosures,  and we will not charge any fees if you use the Card to withdraw cash at an ATM machine. However, if you use your  Card at an ATM, the ATM operator or network may charge you additional fees (and you may be charged a fee for a balance inquiry even if you do not complete a transaction). We currently do not charge a fee for using your Card in a  digital wallet, but we reserve the right to do so in future. Your digital wallet provider may charge you a separate fee.  

9.1. Transaction History

You may view your Card transaction history by logging into the Mercury App.  You should do this regularly to verify the activity on your Card. You must notify us immediately but  in no event later than 60 (sixty) days after the transaction appears in your transaction history to  notify us of an unauthorized or erroneous transaction. You will need to provide us with information  as we may require to process your request. We will determine whether an error occurred and will  correct any errors promptly. If you need more information about our error resolution procedures,  please contact Servicer. 

9.2. Disputed Transactions

You are solely responsible for the goods or services you purchase, and  for a merchant’s failure to honor purchases you make with a Card. If you have a dispute with a  merchant, you agree to make a good faith effort to resolve it directly before contacting us. If you are  entitled to a refund for any reason for goods or services you obtained with your Card, you agree to  accept credits to your Checking Account for refunds and agree to the merchant’s refund policy. In  any dispute with a merchant, you agree that any rights you may have against the merchant in the  dispute may be transferred to us to satisfy any debts you owe us or to protect our rights. You may  not assert any claims or defenses against us that you may have, or believe that you may have  against any merchant in the dispute. We are not responsible for the quality, safety, legality, or any  other aspect of any goods or services you purchase with your Card. 

From the time you accept this Card Agreement until all amounts you owe us under this Card Agreement have been  paid to us in full, plus any period of survival of this Section 10, you continuously represent, warrant, and covenant to  us as follows:  

10.1. Legal Status

Company is a business entity which is, and at all times shall be, duly organized,  validly existing, and in good standing under and by virtue of the laws of Company’s state of  organization. Company is duly authorized to transact business in all other jurisdictions in which  Company is doing business, having obtained all necessary filings, governmental licenses and  approvals for each state in which Company is doing business. Company has the full power and  authority to own its properties and to transact the business in which it is presently engaged or  presently proposes to engage. Company maintains an office at the address provided to us.  Company shall do all things necessary to preserve and to keep in full force and effect its existence,  rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and  decrees of any governmental or quasi-governmental authority or court applicable to Company and  Company’s business activities.  

10.2 Assumed Business Names

Company has filed or recorded all documents or filings required by  law relating to all assumed business names used by Company. Company has disclosed all  assumed business names to us.  

10.3. Authority to Enter into Card Agreement; Authorization

Company has full power and authority  to enter into, deliver, and perform all its obligations under this Card Agreement. Company’s  execution, delivery, and performance of this Card Agreement has been duly authorized by all  necessary action by Company and do not conflict with, result in a violation of, or constitute a default  under (1) any provision of (a) Company’s articles of organization or membership agreements, or (b)  any agreement or other instrument binding upon Company or (2) any law, governmental regulation,  court decree, or order applicable to Company or to Company’s properties. The individual executing  this Card Agreement on behalf of Company is at least 18 years of age (or the age of majority in the  individual’s state of residence) and has the authority and legal capacity necessary to bind Company  to this Card Agreement.  

10.4. Accurate Information

All information that you provide to us is accurate and complete, and your  authorized representative will certify the accuracy and completeness of such information upon  reasonable request. 

10.5. Legal Effect

This Card Agreement constitutes, and any instrument or agreement Company is  required to give under this Card Agreement when delivered will constitute, legal, valid, and binding  obligations of you enforceable against you in accordance with their respective terms. 

10.6. Legal Proceedings and Claims

No action, suit, claim, inquiry, investigation, or legal,  administrative, or arbitration proceeding or similar action (including those for unpaid taxes) against  you is pending or threatened, whether at law, in equity, or before any governmental authority. 

10.7. Binding Effect

The terms of this Card Agreement are binding upon you, and upon your heirs,  personal representatives, successors and assigns, and are legally enforceable in accordance with  its respective terms. 

10.8. Business Purpose

Your request for the Card, entry into this Card Agreement, and use of the  Card are and will be solely for lawful business purposes and not for any personal, family, or  household purpose. You will notify us prior to any significant change to Company’s business  activities disclosed to us and you will not engage in any business activities other than those  activities disclosed to us without our prior written approval.  

10.9. Compliance with Laws

You are in compliance with and will comply with all laws, regulations,  ordinances, orders, and other requirements, now or hereafter in effect, of any governmental body  applicable to the conduct of Company’s businesses and operations. You, any Authorized User, and  any Beneficial Owner are not a target of any economic or trade sanctions issued or administered by  any governmental body. 

10.10. Authorized Users

Each Authorized User has the authority and legal capacity necessary to bind  the Company on any and all transactions made on the Card. If any Authorized User is an employee of the Company, the Authorized User meets the minimum age of employment under any law  applicable to Company and to Company’s business activities. 

To the extent permitted by Applicable Law, you grant us the right of set-off and we may, without demand or  notice, any such notice being expressly waived by you, set off any amount owed by you to us under this  Card Agreement against other accounts held by us in your name, including your Savings Account, or that  you hold jointly with a third party. This right of set-off shall apply to accounts that you may open with us in  the future even if the Card has been closed. We may exercise this right of set-off against Company or any of  its respective successors or assigns. Our rights under this section are in addition to other rights and  remedies that we may have under this Card Agreement, at law, or in equity. 

We may suspend or close your Card or otherwise restrict or terminate your right to use your Card at any time, for any  reason as determined in our sole discretion (including security reasons, fraud or suspicion of fraud), including if you  have closed or we have suspended or closed your Checking Account, without notifying you, as permitted by  Applicable Law. We may replace a Card at any time. You may close your Card at any time by notifying Servicer. Your  obligations under this Card Agreement continue even after the Card is closed, suspended, or restricted, and you  remain liable for all charges made on the Card and must pay us all amounts you owe on the Card, even if they post to  your Card after it is closed, suspended, or restricted. If we believe you have authorized a Transaction or are  attempting to use your Card after you have requested to close the Card, we may allow the Transaction to be charged  to your Card. When the Card is closed, you must return any physical Card to us or destroy it if we ask you to do so. 

You agree that neither we nor Servicer will be liable to you, any employees, officers, directors, owners, agents,  assigns, affiliates, or representatives for any consequential, special, incidental, indirect, exemplary, or punitive  damages of any kind under any contract, negligence, strict liability, or other theory. In all cases, our and Servicer’s  aggregate liability will be limited to the greater of (i) $100 or (ii) the amount of fees you have paid us under this Card  Agreement. You agree to indemnify and hold harmless us and Servicer (and our and Servicer’s respective  employees, officers, directors, owners, agents, assigns, affiliates, and representatives) from and against any claims,  causes of action, liabilities, losses, damages, settlements, penalties, fines, forfeitures, fees, costs, and expenses  (including reasonable attorney’s fees and costs), arising out of or relating to a breach by you of any of your  representations, warranties, or covenants in this Card Agreement. 

You understand and agree that we may report information about your Card account to business credit reporting  agencies. Late payments, missed payments, or other defaults on your Card account may be reflected in your  business credit report. 

We reserve the right to amend this Card Agreement or the Card at any time, in our sole discretion. We will notify you  of the change if required by applicable law. 

16.1. Unforeseen Circumstances

Neither we nor Servicer are liable for any losses that may result  when services, including access to the Card or the Mercury App, are unavailable due to reasons  beyond our respective control, subject to Applicable Law. 

16.2. Assignment

You may not sell, transfer or assign your rights or obligations under this Card  Agreement or your Card to any other person without our prior written consent. Any such sale,  transfer or assignment or attempted sale, transfer or assignment is and will be null and void. We  may sell, transfer or assign any or all of our rights and obligations under this Card Agreement,  including any amounts owed to us, without your consent or notice to you. The purchaser,  transferee, or assignee may enforce the rights they acquire from us in accordance with this Card  Agreement.

16.3. Governing Law

This Card Agreement is governed by and construed in accordance with the laws  of the United States. To the extent state law applies to this Card Agreement, this Card Agreement  will be governed by the laws of the state of California, without regard to internal principles of  conflicts of laws. This Card Agreement is made in the state of California, and any credit extended to  you is extended in and from California, regardless of where you reside or use your Card. 

16.4. Severability

If any provision of this Card Agreement is found to be invalid, the remaining  provisions will continue to be effective. Notwithstanding any other provision of this Card Agreement,  the aggregate amounts charged with respect to any Transaction under this Card Agreement,  including all related fees or charges deemed to be interest under law, if any, will not exceed the  maximum amount permitted by law. If we are deemed to receive as interest an amount that would  exceed the maximum amount permitted by law, the receipt of such excess amount will be deemed  a mistake and such excess amount (a) will be canceled automatically or (b) if paid, will be (i)  credited against the amounts you owe under this Card Agreement to the extent permitted by law, or  (ii) rebated to you to the extent such excess amount cannot under law be credited against the  amounts you owe under this Card Agreement. 

16.5. Waiver

Any delay or failure by us to enforce any provision of this Card Agreement will not be  construed as a waiver of such provision.  

16.6. Survival

The following terms will survive the termination of this Card Agreement and closure of the  Card and will remain in full force and effect: Section 1, Sections 3(4) and(5), Sections 4(1), (3) and (4), Section 7, this Section 16, and Section 17. In addition, you understand and agree that in  opening the Card, we are relying on all representations, warranties, and covenants made by you in  this Card Agreement. You further agree that regardless of any investigation made by us, all such  representations, warranties and covenants will survive closure of the Card, shall be continuing in  nature, and shall remain in full force and effect until such time as any amount owed on the Card  shall be paid in full, or until this Card Agreement shall be terminated in the manner provided herein,  or until the end of any period of survival of the representation, warranties, and covenants under Section 10 or this Section 16(6), whichever is the last to occur. 

16.7. Headings

We use section headings to organize this Card Agreement. The headings are for  reference purposes only. 

16.8. Jury Trial and Class Action Waiver

YOU AND WE ACKNOWLEDGE THAT THE  RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT BUT MAY BE WAIVED IN CERTAIN  CIRCUMSTANCES. TO THE EXTENT PERMITTED BY LAW, YOU AND WE KNOWINGLY AND  VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION  ARISING OUT OF OR RELATED TO THIS CARD AGREEMENT. IN ADDITION, YOU WAIVE  YOUR RIGHT TO JOIN A CLASS OF OTHER PERSONS OR ENTITIES TO BRING A CLAIM  AGAINST US, OR TO BRING OR BE A CLASS MEMBER IN ANY CLASS ACTION OR CLASS  ARBITRATION PROCEEDING. THIS JURY TRIAL AND CLASS ACTION WAIVER WILL NOT  AFFECT OR BE INTERPRETED AS MODIFYING IN ANY FASHION THE ARBITRATION  AGREEMENT SET FORTH IN THE FOLLOWING SECTION, WHICH CONTAINS ITS OWN JURY  TRIAL AND CLASS ACTION WAIVER. IF A COURT OR ARBITRATOR DETERMINES THAT THE  ARBITRATION AGREEMENT BELOW IS INVALID OR UNENFORCEABLE, THE JURY TRIAL  AND CLASS ACTION WAIVER IN THIS SECTION WILL NONETHELESS CONTINUE TO APPLY. 

We have put this Arbitration Agreement in question and answer form to make it easier to follow. However, this Arbitration  Agreement is part of this Card Agreement and is legally binding. For purposes of this section, our “Notice Address” is:  Mercury Technologies Inc., 333 Bush St, Suite 1900, San Francisco, CA 94104. By completing an application for the  Card, you agree to the Arbitration Agreement even if you do not use a Card. 

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. THIS SECTION SETS FORTH THE  CIRCUMSTANCES AND PROCEDURES UNDER WHICH DISPUTES (AS DEFINED BELOW) SHALL BE  ARBITRATED UPON THE ELECTION OF EITHER PARTY INSTEAD OF LITIGATED IN COURT. YOU AGREE THAT,  BY ENTERING INTO THIS CARD AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY  JURY OR TO PARTICIPATE IN A CLASS ACTION. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL  ARBITRATOR, NOT A JUDGE OR JURY. THE FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION  AND ENFORCEMENT OF THIS ARBITRATION AGREEMENT.

17.1. Background and Scope

17.2. Process

17.3. Arbitration Fees and Awards