Card Issuing Services Terms

The Card Issuing Services Terms govern User’s access to and use of the Card Issuing Services. Unless otherwise defined in this Platform Agreement, capitalized terms used in the Card Issuing Services Terms have the meanings set forth in Section 9 of the Card Issuing Services Terms.

Moov’s FI Partner, Lincoln Savings Bank (“Issuer”), is a party to this Platform Agreement solely in connection with the Card Issuing Services. Accordingly, in addition to constituting a legally binding agreement between Moov and User, this Platform Agreement also will constitute a legally binding cardholder agreement between Issuer and User. ISSUER IS NOT A PARTY TO THIS PLATFORM AGREEMENT AND NO ACCOUNT RELATIONSHIP IS ESTABLISHED WITH ISSUER UNTIL SUCH TIME AS THE CARD ISSUING SERVICES ARE ENABLED IN THE MOOV PLATFORM FOR USE BY THE USER. FOR THE AVOIDANCE OF DOUBT, EVEN IF USER IS UTILIZING SERVICES OTHER THAN CARD ISSUING SERVICES PURSUANT TO THE TERMS OF THIS PLATFORM AGREEMENT, USER HAS NO RELATIONSHIP, CONTRACTUAL OR OTHERWISE, WITH ISSUER UNTIL SUCH TIME AS THE CARD ISSUING SERVICES ARE ENABLED FOR USER.

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 User: When User opens an account, Moov and/or Issuer will ask for User’s name, address, date of birth, and other information that will allow Moov and/or Issuer to identify User. Moov and/or Issuer may also ask for identifying documents. Identity verification is required before User can use the Card.

When an account is opened on behalf of a User, Moov and/or Issuer may ask for copies of certain information that will help Moov and/or Issuer verify the User’s information and/or the identity of the User and the User’s Authorized Users and Representatives. Moov and/or Issuer may collect a User’s information, including address, corporate organizational documents and certificates, and federal employer identification number. Personal information may be collected from the User and the User’s principal owners, Authorized Users, and Representatives, including name, address, phone number, date of birth, social security number or individual taxpayer identification number, driver’s license, and/or passport.

1. Card Issuing Services

1.1. Generally. Moov, as an agent of, and in conjunction with, Issuer, will provide or otherwise make available the Card Issuing Services to User, which will enable User to request, receive, and facilitate the use of such Cards in accordance with the terms and conditions of this Platform Agreement.

1.2. Purpose. User will only access and use the Card Issuing Services, and any Cards in connection with the Card Issuing Services, for business and commercial purposes. User will not access or use, or permit any other Person to access or use, the Card Issuing Services, or any Cards in connection with the Card Issuing Services, for personal, family, or household purposes. By requesting the issuance of, accessing, or using a Card, User agrees that User is a Commercial User subject to the Commercial User Terms of this Platform Agreement.

1.3. Modifications. Moov or Issuer may modify, replace, or discontinue all or any part of the Card Issuing Services from time to time, including the type of Cards, the features and functionality of the Cards, and the limitations or other restrictions applicable to User’s access to or use of the Cards. Continued use of any Card constitutes User’s consent and acceptance of any modifications to the Card Issuing Services or this Platform Agreement.

2. General Obligations of Users.

2.1. Eligibility. In order for User to access and use the Card Issuing Services, User must meet certain eligibility standards imposed by Moov and/or Issuer. If User accesses and uses the Card Issuing Services through a Company, Moov may request that the Company verify User’s eligibility pursuant to the eligibility standards. User will provide or otherwise make available all information and data requested by the Company for the purpose of verifying User’s satisfaction of the eligibility standards and will otherwise fully cooperate with the Company in connection with the Company’s verification of User’s satisfaction of the eligibility standards.

2.2. Authorized Users and Representatives.

2.3. Card Security. User will be responsible for ensuring that User and each Representative and Authorized User secure, protect, and limit access to and use or disclosure of each Card and any Card Information. User will notify Moov immediately, by emailing [email protected], if User becomes aware of any actual or suspected unauthorized access to or use of any Card or Card Information.

2.4. Responsibility for Cards and Card Transactions. Each Card and each Card Transaction initiated using a Card will be associated with User’s Moov Account. Subject to Applicable Law and Network Rules, as among User, Moov, and Issuer, User will be responsible and liable for all Card Transactions associated with User’s Moov Account, including Card Transactions resulting from any unauthorized access to or use of any Card or Card Information.

2.5. Use of Marks. Notwithstanding anything to the contrary in this Platform Agreement, User will not use, display, or reproduce the Marks of Moov or Issuer in connection with the Card Issuing Services without obtaining Moov’s prior written approval.

3. Accessing and Using the Card Issuing Services and Cards.

3.1. Requesting Cards. User may obtain Cards by causing a Representative to submit a request through the Company Platform. Each Card must be activated by a Representative in the manner communicated to User by Moov (or the Company, if applicable) before any Authorized User may access and use such Card to initiate a Card Transaction.

3.2. Moov Balance. All Cards will be funded by User’s Moov Balance. User will not initiate a Card Transaction that would cause User to exceed User’s Moov Balance. If a Card Transaction is initiated for an amount that exceeds the User’s Moov Balance, then the Card Transaction may be declined. User will remain responsible and liable for the Card Transaction even if it is not declined and will promptly fund User’s Holding Account and reimburse Moov and Issuer for the amount of the Card Transaction and any costs, expenses, or other amounts incurred by Moov or Issuer in connection with the Card Transaction.

3.3. Limitations and Restrictions. Moov and Issuer may establish other limitations or restrictions on User’s access to and use of the Card Issuing Services, including with respect to the volume or frequency of Card Transactions, the types of Card Transactions that can be initiated with Cards, and the number of Authorized Users or Cards associated with User’s Moov Account. Subject to any limitations or restrictions imposed by Moov and/or Issuer, if User accesses the Card Issuing Services through a Company, User acknowledges and agrees that the Company may impose additional limitations or restrictions on User’s access to or use of the Card Issuing Services. User will comply with all limitations and restrictions applicable to User’s access to and use of the Card Issuing Services. The Transaction limit for each Card Transaction will be the lesser of an amount set by Moov, Issuer, a Company, or User, provided that any such Transaction limit established by a Company or User will not exceed any Transaction limit established by Moov and/or Issuer or the amount in User’s Moov balance, and in no event will such Transaction limit exceed the maximum amount of $75,000. User agrees that it will ensure that User and each Representative and Authorized User: (a) uses the Card solely for commercial or business purposes; (b) uses the Card in compliance with this Platform Agreement; (c) does not use the Card in connection with any of the following activities or types of businesses: (i) online gambling websites, (ii) the purchase of illegal goods or services, (iii) the purchase of gift cards, checks, or money orders, or (iv) payroll expenses; (d) promptly notifies Moov of any loss or theft of the Card; and (e) promptly notifies Moov of any actual or suspected unauthorized access to or use or disclosure of any Account Credentials or other information that may be used to access or use Card Information, the Card, or User’s Moov Balance. User acknowledges and agrees that Cards may not be accepted by certain merchants whose goods or services are not legal for minors. Moov and/or Issuer may refuse to authorize any Card Transaction that Moov and/or Issuer believe violates the terms of this Platform Agreement.

3.4. Virtual Cards. In the event that User exports any virtual Card from the Company Platform, User will ensure that any related Card Information is maintained in an encrypted manner and will otherwise ensure compliance with any other applicable security obligations under this Platform Agreement, Applicable Law, and Network Rules.

3.5. Holds on Cards. User acknowledges and agrees that Moov may place a hold on User’s Moov Balance in connection with certain Card Transactions, including Card Transactions initiated at merchants where the amount of the final Card Transaction amount may not be known at the time of authorization, and the amount of such holds may vary depending on the nature of the Card Transaction.

3.6. Ownership of Cards. User acknowledges and agrees that all Cards are issued to User by Issuer under a license from the applicable Network. As between User and Issuer, the Cards remain the property of Issuer and Issuer may revoke User’s right to access or use the Cards at any time, either directly or through Moov.

3.7. Card Acceptance. User acknowledges and agrees that merchants may choose what type of cards to accept and Moov and Issuer are not responsible or liable for any merchant’s refusal to accept a Card.

4. Disputed Transactions.

Moov and Issuer are not responsible for the delivery, quality, safety, legality, or any other aspect of products or services that User or any Authorized User purchases in connection with a Card Transaction. If User has a dispute regarding the product or service purchased in connection with a Card Transaction, User will contact the merchant directly in an effort to resolve the dispute. User will report, through the Company Platform, any Disputed Transaction as soon as possible, but in no event more than 60 days after such Disputed Transaction posts to User’s Moov Account. User will ensure that User’s report contains sufficient detail regarding the Disputed Transaction to enable Moov and/or Issuer to reasonably investigate the Disputed Transaction and User will provide any additional information requested or required by the Company, Moov, and/or FI Issuing Partner in connection with the Disputed Transaction. User acknowledges and agrees that by reporting the Disputed Transaction, User assigns and transfers to Issuer any rights and claims that User may have against any merchant for such Disputed Transaction.

5. Inquiries and Complaints.

Without limiting Section 3.10 of the Commercial User Terms, User will promptly submit all inquiries and complaints arising out of or relating to the Card Issuing Services or any Card Transaction to the Company through the Company Platform.

6. User Representations and Warranties.

User represents and warrants, on the Effective Date and on each day during the Term, that:

6.1. Each Representative has all necessary authority to control and administer the access to and use of the Card Issuing Services on behalf of User and to request Cards and to provide such Cards to Authorized Users.

6.2. Moov and/or Issuer may rely on all actions and instructions of Representatives in connection with administering User’s access to and use of the Card Issuing Services, including with respect to requesting Cards and providing such Cards to Authorized Users.

6.3. Each Authorized User (a) has all necessary authority to use Cards to initiate Card Transactions on behalf of User, and (b) is not sanctioned, embargoed, or blocked by any Governmental Authority, including by reason of inclusion on a list maintained by OFAC or any other Governmental Authority or subject to any other Applicable Law that would prohibit or limit Moov and/or Issuer from providing Cards to the Authorized User.

6.4. User has advised each Representative and each Authorized User of User’s and their obligations under this Platform Agreement.

6.5. With respect to each Card Transaction initiated with a Card, User hereby represents and warrants to Moov and Issuer that: (a) such Card Transaction is for a business and commercial purpose and is not for a personal, family, or household purpose, complies with Applicable Law and Network Rules, will not cause User to violate any limitation or restriction applicable to User’s access to and use of the Card Issuing Services, and is otherwise permitted under this Platform Agreement; (b) User maintains good and available funds in User’s Holding Account, as reflected by User’s Moov Balance, sufficient to cover the total amount of such Card Transaction; and (c) User’s access to and use of the Card Issuing Services has not been suspended or terminated.

7. Suspension and Termination Rights.

Without limiting any other suspension and termination rights under this Platform Agreement, Moov and/or Issuer may refuse to authorize any Card Transaction, reverse Card Transactions, or otherwise suspend or terminate User’s or any Representative’s or Authorized User’s access to or use of all or any part of the Card Issuing Services in the event Moov and/or Issuer determine that: (a) Moov and/or Issuer needs to investigate any unusual Card activity that indicates a Card may have been used in connection with any restricted activity that violates this Platform Agreement; (b) User fails to pay any amounts due in connection with the Card Issuing Services; or (c) User does not maintain good and available funds in User’s Holding Account, as reflected by User’s Moov Balance, sufficient to cover each Card Transaction. User acknowledges and agrees that Moov and/or Issuer may condition reactivation of User’s access to or use of the Card Issuing Services upon certain additional requirements communicated to User following a suspension, or that Moov and/or Issuer may elect to terminate User’s access to and use of the Card Issuing Services.

8. Indemnification.

In addition to any other indemnification obligations under this Platform Agreement, User will indemnify, defend (at Moov’s election), and hold harmless each Moov Indemnitee from and against all Losses in connection with any Claim arising out of, relating to, or alleging any acts and omissions of any Representative or Authorized User.

9. Definitions.

• “Authorized User” has the meaning set forth in Section 2.2(b).
• “Card” means any payment card or payment card account number issued by Issuer to User in connection with the Card Issuing Services.
• “Card Information” means, with respect to each Card, the cardholder name, primary account number, expiration date, service code, card verification code (CVV), personal identification number (PIN), and any other sensitive authentication data used to authenticate cardholders and/or authorize Card Transactions.
• “Card Transaction” means a Transaction initiated with a Card.
• “Disputed Transaction” means a Transaction initiated using a Card that User reports as erroneous or unauthorized.
• “Issuer” has the meaning set forth in the introduction.
• “Representative” has the meaning set forth in Section 2.2(a).
• “USD” means United States dollar.

10. Survival.

The following Sections of the Card Issuing Services Terms will survive termination or expiration of the Platform Agreement: Section 1.2, Section 2.2(c), Section 2.3, Section 2.4, Section 3.6, Section 3.7, the last two sentences of Section 4, Section 6, Section 7, Section 8, Section 9, and Section 10.