Financial Institution Card Funding & Disbursement Terms

This Moov Platform Agreement (this “Platform Agreement”) is by and between Moov Financial, Inc., a Delaware corporation (“Moov”), and the entity accepting this Platform Agreement (“User”), and is effective as of the earliest of the date on which this Platform Agreement is fully executed by Moov and User, as of the date of User’s acceptance of this Platform Agreement electronically, or as of the date of User’s initial access to or use of the Moov Services (the “Effective Date”).

One or more financial institution partners of Moov (each, an “FI Partner”) is a party to this Platform Agreement. Specifically, Moov’s FI Partner, Veridian Credit Union, is a party to this Platform Agreement for the purpose of establishing, maintaining, and administering the Concentration Account in support of the Moov Services, and Moov’s FI Partner, SouthState Bank, N.A. is a party to this Platform Agreement for the purpose of providing or otherwise making available, and supporting, the Moov Services. Accordingly, Veridian Credit Union and SouthState Bank, N.A. will have the right to exercise or enforce any applicable rights under this Platform Agreement and will have the right, but not the obligation, to perform any applicable responsibilities under this Platform Agreement.

Acquirer Disclosure

Acquirer: SouthState Bank, N.A. 1101 First Street South, Winter Haven, Florida 33880, [email protected]

Important Acquirer Responsibilities:

• Acquirer is the entity approved to initiate Transactions on behalf of User through the Visa and Mastercard Networks.
• Acquirer is responsible for, and must initiate, Transactions on behalf of User.
• Acquirer works with Moov to provide the Moov Services to User with respect to Transactions.
• Acquirer will, either directly or through Moov, advise User of pertinent Network Rules with which User must comply.

Important User Responsibilities:

• User will ensure compliance with cardholder data security and storage requirements.
• User will maintain fraud and disputes below thresholds.
• User will review and understand the terms of this Platform Agreement.
• User will comply with Network Rules.

The responsibilities listed in the above Acquirer Disclosure do not supersede terms of this Platform Agreement and are provided to ensure User understands important obligations of each party and that Acquirer is the ultimate authority should User have any problems.

Moov will make available the above Acquirer Disclosure to User at: https://moov.io/legal/platform-agreement/.

1. General Overview.

1.1 Overview of the Moov Services. Moov is the provider of a technology platform and related APIs (collectively, the “Moov Platform”) through which Moov, in conjunction with one or more FI Partners or third parties, enables the initiation and receipt of electronic funds transfers through the push-to-card and account funds transfer services offered through Visa and Mastercard (collectively, the “Moov Services”).

1.2. FI Partners. In order to provide or otherwise make available certain of the Moov Services, Moov may establish and rely on relationships with FI Partners and such FI Partners may establish certain requirements, standards, guidelines, terms and conditions, and other expectations that apply to the Moov Services, as the same may be modified, supplemented, or replaced from time to time (collectively, “FI Partner Guidelines”). Therefore, the licenses granted under this Platform Agreement and the provision and availability of the Moov Services will be subject to any applicable FI Partner Guidelines.

1.3. Customers. Customers who may send and receive Transactions are limited to Customers of User who the holders of both the applicable Debit Card and the applicable account to and from which funds are transferred in connection with a Transaction. To receive Transactions, each applicable Customer’s Debit Card issuer must participate in the relevant Network’s push-to-card program as provided in the Push-to-Card Rules and account funds transfer program as provided in the Pull-from-Account Rules.

1.4. Regulated Activity. Certain of the Moov Services may constitute regulated activity under Applicable Law. Accordingly, Moov has engaged third parties, including FI Partners, to provide certain aspects of the Moov Services, including for the purpose of receiving and transmitting funds, as necessary or appropriate for Moov to provide or otherwise make available the Moov Services to User.

1.5. Eligibility. Prior to accessing and using the Moov Services, User and any Customer must satisfy any eligibility criteria established by Moov and/or the applicable FI Partner from time to time. User acknowledges and agrees that User and any Customer will be subject to the due diligence requirements and processes of Moov and the applicable FI Partner, and must successfully complete and satisfy all such due diligence requirements and processes prior to accessing and using the Moov Services. User will undertake and complete all due diligence on Customers in accordance with User’s policies, procedures, and other standards and requirements, and User will not engage in any activity for or on behalf of any Customer in connection with this Platform Agreement unless and until such Customer has successfully satisfied all such policies, procedures, and other standards and requirements.

1.6. Territory. User may only access and use the Moov Services in the Territory.

1.7. Accessing and Using the Moov Services through a Company. User acknowledges and agrees that User accesses and uses the Moov Services through a Company, and that:

1.8. Resellers. User shall not authorize or appoint any dealers, agents, representatives, sub-resellers, or other third parties to market, offer for sale, or sell the Moov Services.

1.9. Changes to this Platform Agreement. Except as otherwise provided in this Platform Agreement, Moov may modify, supplement, or replace all or any part of this Platform Agreement from time to time upon Notice to User in accordance with the terms of this Platform Agreement and User’s continued access to and use of the Moov Services following such Notice will constitute User’s acceptance of this Platform Agreement as the same has been modified, supplemented, or replaced by Moov.

2. The Moov Services.

2.1. Generally. Moov, as an agent and service provider of, and in conjunction with, the applicable FI Partner, will provide or otherwise make available the Moov Services to User to enable User to initiate Transactions for Customers in accordance with the terms and conditions of this Platform Agreement.

2.2. License. Subject to User’s compliance with the terms and conditions of this Platform Agreement, Moov grants User a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term, to access and use the Moov Services only as expressly permitted by and in accordance with this Platform Agreement.

2.3. License Restrictions. User will not, and will not allow any third party to: (a) access or use all or any part of the Moov Services in a manner that is not expressly permitted under this Platform Agreement; (b) remove, deactivate, or otherwise circumvent any license restrictions or mechanisms intended to limit access to or use of all or any part of the Moov Services; (c) create derivative works of all or any part of the Moov Services; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available all or any part of the Moov Services to any third party except as otherwise expressly permitted under this Platform Agreement; (e) reverse engineer, disassemble, or decompile all or any part of the Moov Services; or (f) misuse, damage, disrupt, or impair all or any part of the Moov Services or interfere with any other Person’s access to or use of the Moov Services.

2.4. Modifications. Moov may modify, replace, or discontinue all or any part of the Moov Services from time to time, including by imposing limitations or other restrictions on User’s access to or use of the Moov Services. Moov will use commercially reasonable efforts to notify User in advance of any material modifications to the Moov Services or of Moov’s decision to replace or discontinue all or any part of the Moov Services.

3. General Obligations of User.

3.1. Establishment of a Moov Account. In order for User to access and use the Moov Services, User may be required to establish and maintain a Moov Account. User will ensure that all information, data, and supporting documentation necessary to establish a Moov Account is provided or otherwise made available to Moov and that such information, data, and supporting documentation is accurate, complete, authentic, valid, and timely. User will promptly notify Moov of any change to any information, data, or supporting documentation previously provided or otherwise made available to Moov. As between Moov and User, User will be ultimately responsible and liable for all activity associated with User’s Moov Account.

3.2. Moov Account Credentials. To the extent User is provided with credentials to access and use the Moov Services (“Account Credentials”), User agrees that it will be responsible and liable for securing, protecting, and limiting disclosure of such Account Credentials and for any unauthorized access to or use or disclosure of such Account Credentials. User will notify Moov immediately, by emailing [email protected], if User becomes aware of any actual or suspected unauthorized access to or use or disclosure of any Account Credentials.

3.3. Purpose. User may only access and use the Moov Services for business and commercial purposes. User will not access or use, or permit any other Person to access or use, the Moov Services for personal, family, or household purposes.

3.4. Integrating the Moov Services. To the extent User is required to perform any steps or functions to integrate the Moov Services with User’s applications, websites, and other digital commerce platforms, the Company through which User accesses and uses the Moov Services will be responsible for communicating such requirements to User and User will be responsible for performing such steps and functions to integrate the Moov Services with User’s applications, websites, and other digital commerce platforms.

3.5. Responsibility for User Products and Services. User will be responsible for all aspects of providing or otherwise making available User’s products and services to Customers and otherwise fulfilling its obligations to Customers in accordance with the applicable Customer Agreement. User will ensure that User provides or otherwise makes available User’s products and services in a manner that complies with all Applicable Law, Network Rules and with this Platform Agreement, and that Customers access and use User’s products and services in accordance with Applicable Law, Network Rules, FI Partner Guidelines, and this Platform Agreement. Without limiting the foregoing, User will not engage in any unfair, deceptive, or abusive act, practice, or conduct in connection with this Platform Agreement.

3.6. Fees. User agrees to pay the Transaction Fees in connection with its access to and use of the Moov Services. By agreeing to this Platform Agreement, User hereby represents and warrants that the Transaction Fees have been disclosed to User and that User reviewed and understands the Transaction Fees applicable to its access to and use of the Moov Services. User acknowledges and agrees that a Customer’s issuer may charge additional fees to the Customer for any Transaction initiated by User.

3.7. Registration. The provision of the Moov Services may be contingent upon User’s registration with the applicable Networks. To the extent such registration is necessary, the provision of the Moov Services is subject to any necessary approval of User’s registration with the applicable Networks.

3.8. Relationship with Customers.

3.9. Compliance with Certain Requirements. User will access and use the Moov Services and will otherwise exercise its rights and perform its obligations in connection with this Platform Agreement in accordance with all Applicable Law, Network Rules, and FI Partner Guidelines and with this Platform Agreement. User will not take or fail to take any action that could cause User or Moov to violate any Applicable Law, Network Rules, or FI Partner Guidelines.

3.10. Network Matters.

3.11. Limitations. Moov and the applicable FI Partner may establish limitations or restrictions on User’s and each Customer’s access to and use of the Moov Services from time to time, including Transaction Limits and Velocity Limits. In addition, Moov, the applicable FI Partner, User, and/or each Customer may be subject to Transaction Limits and Velocity Limits imposed by the Networks or receiving institutions. User will comply with, and ensure each Customer complies with, all limitations and restrictions applicable to User’s and/or each Customer’s access to and use of the Moov Services and will not initiate Transactions in violation of any applicable Transaction Limits or Velocity Limits. If any Transaction would cause Moov, the applicable FI Partner, User, or a Customer to exceed any applicable Transaction Limit or Velocity Limit, then User acknowledges and agrees that the Transaction may not be processed or submitted through the Network. User acknowledges and agrees that neither the applicable FI Partner nor Moov shall be responsible for the failure of any Transaction to be so processed or submitted. Moov and the applicable FI Partner may modify, supplement, or replace any limitations or restrictions applicable to the initiation of Transactions through the Moov Services. User acknowledges and agrees that the amount of a Transaction Limit or Velocity Limit applicable to User or a Customer may be conditioned upon the provision of collateral by User or a Customer.

3.12. Transactions.

3.13. Processing Errors. User agrees to review regularly User’s transaction history in connection with the Moov Services. If User identifies any errors, discrepancies, or unauthorized Transactions with respect to the Moov Services, then User will immediately report such errors, discrepancies, or unauthorized Transactions to Moov. Except as otherwise provided by Applicable Law, if User fails to notify Moov of any error, discrepancy, or unauthorized Transaction promptly following the date as of which User’s transaction history reflecting the error, discrepancy, or unauthorized Transaction is made available to User, then User hereby waives any right to assert any error, discrepancy, or unauthorized Transaction. Moov will reasonably investigate any timely claim associated with a Transaction for a commercially reasonable period following Moov’s receipt of notice from User.

3.14. Security Procedures. User hereby acknowledges and agrees that Moov and/or any FI Partner may establish security measures applicable to the initiation of certain Transactions (“Security Procedures”). User acknowledges and agrees that any applicable Security Procedures are intended to verify that any Transaction instruction, including any amendments to such instruction, is that of User, that any applicable Security Procedures are not designed to detect any errors in Transaction instructions, including any amendments to such instructions, initiated through the Moov Services, and that User is solely responsible for detecting and preventing errors. By accessing and using the Moov Services, User agrees that: (a) User has reviewed and evaluated, and understands, any applicable Security Procedures, (b) any applicable Security Procedures constitute a commercially reasonable method of protecting against unauthorized Transactions, and (c) User will comply with any applicable Security Procedures for any Transactions. User agrees to be bound by any Transaction instructions initiated through the Moov Services, including any amendments to such instructions, whether authorized or unauthorized, that are accepted in compliance with any applicable Security Procedures. User agrees to immediately notify Moov of the possible unauthorized access to or use or disclosure of any identifications, passwords, hints, personal identification numbers, or other information used by User to access and use the Moov Services, including any transaction data or any information relating to a Recipient that is collected, stored, transmitted or processing in connection with any Transaction processed hereunder. User acknowledges and agrees that it is responsible and liable for any such unauthorized access.

3.15. User Security Procedures. Prior to accepting any Transaction instructions from a Customer, User will implement and maintain commercially reasonable security measures that are designed to verify that each Transaction instruction, including any amendments to such instructions, is that of such Customer (“User Security Procedures”). User will comply with, and will cause each Customer to comply with, any applicable User Security Procedures for each applicable Transaction instruction. As between Moov and User, User will be responsible and liable for ensuring that any applicable User Security Procedures comply with, and enable compliance with, Applicable Law and Network Rules.

3.16. Prohibited and Restricted Use.

3.17. Customer Service and Support.

3.18. Information provided by User. User will ensure that User and each Customer will cooperate with Moov and/or any FI Partner in connection with the Moov Services or this Platform Agreement, including by providing or otherwise making available all necessary information, data, and documentation required or requested by Moov, any FI Partner, or any Network and promptly responding to all inquiries and requests from Moov, any FI Partner, or any Network. User hereby authorizes, and will ensure that each Customer authorizes, Moov and any FI Partner to provide or otherwise make available any information, data, and documentation provided by User and/or any Customer to any applicable Network in connection with the Moov Services, including to report fraud or misuse of the Moov Services by or through User and/or any Customer. User also authorizes Moov and any FI Partner to obtain financial, credit, and other information about or related to User in connection with this Platform Agreement, including for the purpose of making a determination of whether to approve User for any Moov Services and evaluating User’s financial and credit status on an initial and ongoing basis.

User will promptly notify Moov and/or any FI Partner of any change to any information or data about or related to User previously provided or otherwise made available to Moov and/or any FI Partner. As between Moov and User, User will be responsible and liable for the accuracy, completeness, authenticity, and validity of all information and data about or related to User provided or otherwise made available to Moov or any FI Partner in connection with the Moov Services and this Platform Agreement and User agrees that Moov and any FI Partner may rely on all such information and data without further inquiry into the accuracy, completeness, authenticity, or validity of such information or data. User authorizes Moov and any FI Partner to share information provided or otherwise made available to Moov or such FI Partner with third parties, including the Networks and any other Person involved in the provision of Moov Services.

3.19. Certifications. From time to time, Moov, any FI Partner, or any Network may request or require User and/or any Customer to make certifications regarding User’s and/or any Customer’s access to and use of the Moov Services. Upon request, User will provide, and will ensure each applicable Customer provides, any certifications reasonably requested or required by Moov, any FI Partner, or any Network, including a written certification statement signed by one or more duly authorized senior executives or officers of User and/or the applicable Customer attesting that: (a) the country specified to Moov as User’s and/or the Customer’s location in the information provided by User at the time User and/or the Customer signed up to access and use the Moov Services complies with Network Rules and this Platform Agreement; and (b) the address disclosed to Customers and appearing in Transaction messages is a location in the specified country and is an address from which User is conducting approved business activity and operations.

3.20. No Transfer of Liability. User will not transfer, or attempt to transfer, any financial liability in connection with any Transaction to a Customer. Without limiting the generality of the foregoing, User will not request or require any Customer to waive any dispute rights that the Customer may have as a matter of Applicable Law or Network Rules.

3.21. Suspicious Activity Reporting. User will implement and maintain an anti-money laundering program and fraud detection tools and policies commensurate with the risks associated with Transactions. User will comply with Applicable Law, including applicable sanctions requirements, and the Network Rules with respect to the Transactions initiated hereunder, including with respect to the proper vetting and screening of Customers. User will implement Transaction monitoring and screening procedures, including for the purpose of flagging high-risk Transactions for enhanced review prior to submitting any Transaction instruction. User must monitor Transactions to ensure that they are not being used to transfer funds to a merchant account or for the purchase of goods or services. User will notify Moov of any suspicious or fraudulent activities in connection with the Moov Services as soon as practicable and in no event later than five days after User becomes aware of such activities. User will cooperate in good faith and provide reasonable assistance in any applicable Network’s or FI Partner’s fraud detection and prevention efforts.

4. Use of Third Parties.

User will not engage or use any third party to exercise User’s rights or perform User’s obligations in connection with this Platform Agreement without obtaining Moov’s prior written consent. User will be responsible and liable for the acts and omissions of any third party engaged or used by User as if such acts or omissions were the acts or omissions of User. Moov will be responsible and liable for the acts and omissions of third-party subcontractors engaged or used by Moov to exercise its rights or perform its obligations in connection with this Platform Agreement as if such acts or omissions were the acts or omissions of Moov, and upon request, Moov will identify such third-party subcontractors to User. For clarity, FI Partners and Networks will not be considered third-party subcontractors of Moov.

5. Records; Audits.

5.1. Records. User and Moov each will keep, maintain, and share with the other, upon request, complete and accurate books and records in connection with this Platform Agreement (collectively, “Records”). Each party will ensure that it keeps and maintains Records sufficient for a party to determine the other party’s compliance with this Platform Agreement.

5.2. Moov Audit Rights. From time to time, Moov, any applicable FI Partner, any Network, any Governmental Authority, and/or any designees of any of the foregoing Persons (each, an “Auditing Party”) may need to inspect, examine, or otherwise audit User, including User’s facilities, personnel, books, records, accounts, data, reports, or other similar materials, information, or data involved in or related to User’s activities in connection with this Platform Agreement (each, an “Audit”). While Moov will use commercially reasonable efforts to provide advance notice of any Audit of User by an Auditing Party, upon any notice to User, User agrees that any Auditing Party may conduct an Audit of User. If the results of any Audit reveal any material issues, including User’s non-compliance with this Platform Agreement, User will take all appropriate actions, including any actions required by any applicable Auditing Party, to promptly remedy such issues within the time frames established by the Auditing Party and will provide the Auditing Party with any evidence reasonably required by the Auditing Party to demonstrate such issues have been properly remediated. User will fully cooperate with any Auditing Party in connection with any Audit of User. All information provided by or on behalf of User, or otherwise accessed by Moov, under this Section 5.2 is User’s Confidential Information.

5.3. User Audit Rights. From time to time, User may, not more than once annually, need to inspect, examine, or otherwise audit Moov, including Moov’s books, records, accounts, data, reports, or other similar materials, information, or data involved or related to Moov’s activities in connection with this Platform Agreement. User will provide at least 30 days’ prior written notice of any audit of Moov. If the results of any audit reveal any material issues, including Moov’s non-compliance with this Platform Agreement, Moov will take all appropriate actions to promptly remedy such issues within the time frames established by the parties, and will provide User with any evidence reasonably required by it to demonstrate such issues have been properly remediated. Moov must cooperate with User in connection with any audit of Moov by User. All information provided by or on behalf of Moov, or otherwise accessed by User, under this Section 5.3 is Moov’s Confidential Information.

6. Establishment of Various Accounts.

6.1. Concentration Account. Moov’s FI Partners have established one or more concentration accounts to be used in connection with the Moov Services (collectively, the “Concentration Account”). All funds arising out of or relating to User’s activity in connection with the Moov Services, including User’s Transactions, will be recorded, on a net basis, as a positive or negative balance in User’s Moov Account (“Balance”). User’s Balance will be held by an FI Partner in the Concentration Account. In order to access and use the Moov Services, User may be required to maintain a minimum Balance in the Concentration Account, which will be communicated to User through User’s Moov Account. User acknowledges that the Concentration Account is not User’s deposit account and that User cannot otherwise establish a deposit account or other financial account with Moov. USER ACKNOWLEDGES AND AGREES THAT USER WILL NOT RECEIVE INTEREST ON ANY FUNDS MAINTAINED IN THE CONCENTRATION ACCOUNT AND THAT FUNDS HELD IN THE CONCENTRATION ACCOUNT WILL NOT BE ELIGIBLE FOR DEPOSIT INSURANCE ADMINISTERED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR SHARE INSURANCE ADMINISTERED BY THE NATIONAL CREDIT UNION ADMINISTRATION. IN THE EVENT ANY APPLICABLE FI PARTNER BECOMES SUBJECT TO A RECEIVERSHIP, USER HEREBY ACKNOWLEDGES AND AGREES THAT USER MAY LOSE ALL VALUE REPRESENTED IN USER’S MOOV BALANCE.

6.2. Linked Account. User will establish and maintain a Linked Account to be used exclusively for business purposes in connection with the Moov Services. User’s Linked Account will be established and maintained at a federally or state chartered financial institution or credit union in the Territory that is reasonably acceptable to Moov. User will not change User’s Linked Account without Moov’s prior written consent. User will ensure that User maintains sufficient funds in User’s Linked Account to satisfy User’s payment, settlement, and other financial obligations in connection with the Moov Services. Subject to any minimum Balance requirement applicable to User, User will have the ability to initiate transfers of User’s excess Balance to User’s Linked Account.

6.3. Pre-Funding. Prior to initiating any Transaction, User will ensure that it has good and available funds in User’s Balance for the Transaction. For each Transaction instruction submitted by User, Moov and each applicable FI Partner, based on instruction from Moov, shall be authorized to withdraw User’s funds from User’s Balance in the amount of such Transaction plus all fees due and owing to Moov and each applicable FI Partner in association therewith. User will not initiate a Transaction that would cause User to exceed User’s Balance. In the event that User does not have good and available funds in User’s Balance sufficient to cover the total amount of any or all Transactions initiated by User, Moov and each applicable FI Partner may take any of the following actions: (1) refuse to process all Transaction instructions and related Transactions; (2) process those Transaction instructions and related Transactions for which User has good and available funds in User’s Balance in whatever order Moov or the applicable FI Partner determine is appropriate, and refuse to process the remaining Transaction instructions and related Transactions; or (3) process Transaction instructions and related Transactions regardless of whether User has good and available funds in User’s Balance to cover each such Transaction, in which case the total amount advanced by Moov or the applicable FI Partner on behalf of User will be immediately due and payable by User without further demand from Moov or the applicable FI Partner. Moov may make available information about the status of a Transaction instruction and the related Transaction through User’s Moov Account. As between Moov and the applicable FI Partner, on the one hand, and User, on the other hand, Moov and the applicable FI Partner will not be responsible or liable for taking any of the above actions, and User will promptly reimburse Moov and the applicable FI Partner for any Losses incurred by Moov and the applicable FI Partner in connection with such actions.

6.4. Reserve Account.

6.5. Authorization. User hereby authorizes Moov and any applicable FI Partner to electronically debit and credit User’s Balance, Linked Account, and Reserve Account for the purpose of satisfying User’s payment, settlement, and other financial obligations, and to otherwise act in accordance with User’s or any Company’s instructions with respect to User and/or any Customer, in connection with the Moov Services or this Platform Agreement. User hereby acknowledges and agrees that the authorization provided by User in this Section 6.5 will remain in full force and effect until User notifies Moov that User wishes to revoke such authorization and Moov processes and completes such request and the request has been successfully processed by Moov and/or the applicable FI Partner. If User wishes to revoke the authorization provided by User in this Section 6.5 then User will provide Moov with at least 10 business days’ prior notice to cancel such authorization.

7. Ownership.

7.1. Moov IP. As between Moov and User, Moov will own all right, title, and interest to the systems, hardware, software, interfaces, equipment, technology, Marks, documentation, and other materials owned by or licensed to Moov, including the Moov Services, and all modifications, enhancements, upgrades, and updates thereto (collectively, the “Moov IP”). User acknowledges and agrees that there are no implied licenses in or to all or any part of the Moov IP.

7.2. Trademark License. User hereby grants to Moov a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term, to use, display, and reproduce User’s name, logo, trademarks, service marks, and domain names (collectively, “Marks”) as expressly authorized by this Section 7.2. Moov may use, display, and reproduce User’s Marks on Moov’s webpages, in Moov’s marketing materials and communications, and in Moov’s investor and financial presentations and materials for the purpose of identifying User as a user of the Moov Services. User will not use, display, or reproduce Moov’s Marks for any reason. Each party acknowledges that the other party’s Marks are and will remain the exclusive property of such party and all use, display, and reproduction by a party of the other party’s Marks will inure solely to the benefit of the licensor of such Marks.

7.3. License Restrictions. User will not, and will not allow any third party to: (a) access or use all or any part of the Moov IP in a manner that is not expressly permitted under this Platform Agreement; (b) remove, deactivate, or otherwise circumvent any license restrictions or mechanisms intended to limit use of all or any part of the Moov IP; (c) create derivative works of all or any part of the Moov IP; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available all or any part of the Moov IP to any third party; (e) reverse engineer, disassemble, or decompile all or any part of the Moov IP; or (f) misuse, damage, disrupt, or impair all or any part of the Moov IP or interfere with any other Person’s access to or use of the Moov IP.

7.4. Feedback. If any Feedback is provided to Moov by or on behalf of User, then User, on behalf of itself and any individual providing such Feedback, hereby grants to Moov a perpetual, worldwide license to use, disclose, publish, profit from, and otherwise exploit such Feedback, without restriction and without any attribution or compensation to User or any applicable individual, for any purpose.

8. Data Rights and Restrictions.

8.1. Ownership of Moov Data. As between Moov and User, Moov will own all right, title, and interest in and to all Moov Data and Usage Data and Moov will not be subject to any restrictions under this Platform Agreement with respect to such Moov Data or Usage Data.

8.2. Ownership and Use of Services Data. As between Moov and User, User shall own all right, title, and interest in and to all Services Data. For the Term and six years thereafter, User hereby grants to Moov and its FI Partners a license, to copy, store, access, use, and distribute the Services Data for Moov and its FI Partners to perform the Moov Services hereunder, to meet their obligations under Applicable Law and the Network Rules, and to provide risk mitigation services to Moov’s other customers.

8.3. Privacy Policy. The Moov Privacy Policy explains how and for what purposes Moov may collect, use, retain, disclose, and safeguard certain data, including Personal Data, in connection with the Moov Services. User acknowledges and agrees that Moov may collect, use, retain, and disclose data to the extent not prohibited by Applicable Law or the Moov Privacy Policy.

9. Confidentiality.

9.1. Confidential Information. A Disclosing Party may disclose or otherwise make available information or material to the Receiving Party, and such information and material will be deemed to be “Confidential Information” if, when disclosed or otherwise made available, whether in writing, verbally, or otherwise, (a) it contains proprietary information of the Disclosing Party, including trade secrets, software, object code, source code, file specifications, installation and operating instructions, end-user manuals, end-user agreements, training materials, guides, listings, functional and technical specifications relating to the Moov Services, systems, procedures, manuals, confidential reports, business plans, or customer lists; (b) it is designated as confidential by the Disclosing Party; or (c) it should reasonably be understood by the Receiving Party, given the nature of the information or material or the circumstances surrounding its disclosure, to be confidential. As between Moov and User, Moov Data, and Services Data will constitute Moov’s Confidential Information.

9.2. Exclusions. The obligations under this Platform Agreement with respect to Confidential Information, including the restrictions on use and disclosure thereof, will not apply to information or material that (a) is or becomes publicly known through no wrongful act or omission of the Receiving Party, (b) is or becomes rightfully known by the Receiving Party, without restriction on disclosure or use, from a Person other than the Disclosing Party, or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as can be shown by documentary evidence. The Receiving Party will have the burden of establishing that any information does not constitute Confidential Information under this Platform Agreement.

9.3. Use and Disclosure. Each Receiving Party will hold the Confidential Information it receives in strict confidence and take appropriate precautions to protect such Confidential Information, which precautions will include, at a minimum, such precautions as such Receiving Party employs to protect its own Confidential Information but no less than commercially reasonable precautions. Except as otherwise expressly permitted in this Platform Agreement, a Receiving Party will not use or disclose to any third party any Confidential Information of the Disclosing Party. A Receiving Party may use and disclose Confidential Information of a Disclosing Party only to the extent necessary for such Receiving Party to exercise its rights or perform its obligations under this Platform Agreement; provided, that, the Receiving Party may not disclose Confidential Information of the Disclosing Party to any Person unless such Person (a) has a “need to know” such Confidential Information for the purposes of the Receiving Party exercising its rights or performing its obligations under this Platform Agreement, and (b) is subject to confidentiality obligations that offer at least the same degree of protection as the confidentiality obligations set forth in this Platform Agreement.

9.4. Disclosure Required by Applicable Law. If any Governmental Authority requires a Receiving Party to disclose Confidential Information of a Disclosing Party, the Receiving Party will: (a) notify the Disclosing Party in writing as soon as practicable after learning of the existence or likely existence of such requirement (unless prohibited by Applicable Law); (b) use all reasonable efforts to limit the scope of such disclosure, disclose only the Confidential Information reasonably required to comply with the requirement, and use reasonable efforts to obtain confidential treatment of or protection by order of any Confidential Information; and (c) permit, subject to Applicable Law, the Disclosing Party to seek a protective order or to otherwise challenge or limit the disclosure of the Confidential Information prior to the disclosure thereof.

9.5. Overlapping Information. Notwithstanding anything to the contrary in this Platform Agreement, each party acknowledges and agrees that a party may already have, or may collect, receive, or otherwise obtain, data or information that contains the same data or information as the Disclosing Party’s Confidential Information independent of this Platform Agreement or pursuant to a separate authorization or consent obtained by such party (“Overlapping Information”). Each party will have overlapping rights, title, and interest in and to any Overlapping Information, and may access, use, and disclose such Overlapping Information to the extent not prohibited by Applicable Law or the Network Rules.

9.6. Equitable Remedies. Each party acknowledges that breach by it of one or more obligations in this Section 9 will cause the other party to suffer immediate and irreparable harm for which money damages would be an inadequate remedy. Therefore, if a party breaches one or more obligations under this Section 9, the other party will be entitled to injunctive or equitable relief as well as any additional relief that may be appropriate or otherwise available to such party.

10. Security.

10.1. Security Program. Each party is responsible for the security of all Confidential Information in its possession or under its control. Each party will establish and maintain an information security program that includes appropriate administrative, technical, and physical safeguards designed to (the “Security Program”): (a) protect the security, confidentiality, availability, and integrity of Confidential Information and Personal Data; (b) protect against any anticipated threats or hazards to the security and integrity of Confidential Information and Personal Data, (c) protect against unauthorized access to or use or disclosure of Confidential Information and Personal Data, (d) address computer and network security, physical security, and a security incident response program; (e) ensure the secure destruction and disposal of Confidential Information and Personal Data; and (f) ensure compliance with all Applicable Law and Network Rules with respect to Confidential information and Personal Data.

10.2. Security Incident. Each party agrees to notify the other party promptly upon becoming aware of any actual or potential Security Incident. User acknowledges and agrees that, given the nature of the Moov Services and the involvement of FI Partners, Moov’s notification obligations under this Section 10.2 will be subject to the FI Partner Guidelines. Each party will cooperate with the other party in good faith to mitigate any adverse consequences of any Security Incident and to otherwise satisfy the obligations of User, Moov, or any FI Partner under Applicable Law, Network Rules, and any requirements and instructions of any Governmental Authority, Network, or FI Partner, including by providing reasonable details and cooperating with any Network or forensic firms involved in the investigation and remediation of the Security Incident.

11. Representations, Warranties, and Covenants.

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

12. Indemnification.

12.1. User’s Obligations. User will indemnify, defend (at Moov’s election), and hold harmless Moov and its Affiliates, any applicable FI Partner, and each of Moov’s and its Affiliates’ and any applicable FI Partner’s respective officers, directors, employees, and agents (each, a “Moov Indemnitee”), from and against all damages, losses, liabilities, penalties, fines, assessments, judgments, interest, costs, expenses (including reasonable attorneys’ fees and the cost of defense), and other amounts (collectively, “Losses”) in connection with any claim, action, demand, investigation, or proceeding (each, a “Claim”) arising out of, relating to, or alleging: (a) any breach of this Platform Agreement by User; (b) any matter, issue, act, or omission for which User has been allocated responsibility under this Platform Agreement; (c) any Transaction, attempted Transaction, or purported Transaction, including any error, fraud, dispute, return, reversal, refund, chargeback, adjustment, duplication, cancellation, or amendment in connection with any such Transaction, attempted Transaction, or purported Transaction except to the extent User cannot be held liable for such Transaction as a matter of Applicable Law; (d) any fines, penalties, assessments, or other amounts assessed or imposed by any Governmental Authority, Network, or FI Partner in connection with User’s access to or use of the Moov Services; (e) any taxes, interest, penalties, assessments, or other amounts assessed or imposed by any taxing authority applicable to User; (f) any relationship or agreement between User and any Customer or third party; (g) any of User’s products or services; (h) any infringement, misappropriation, or other violation of any Intellectual Property Rights of any third party by User; and (i) any gross negligence, willful misconduct, or fraud of User, or User’s directors, officers, employees, agents, and representatives. Notwithstanding the foregoing, User’s obligations under this Section 12.1 will not apply to a Claim to the extent Moov is obligated to indemnify, defend, or hold harmless any User Indemnitee from and against all Losses in connection with such Claim under Section 12.2.

12.2. Moov’s Obligations. Moov will indemnify, defend, and hold harmless User and its officers, directors, employees, and agents (each, a “User Indemnitee”), from and against all Losses in connection with any Claim arising out of, relating to, or alleging: (a) any breach of this Platform Agreement by Moov; and (b) any gross negligence, willful misconduct, or fraud of Moov, or Moov’s directors, officers, employees, agents, and representatives. Notwithstanding the foregoing, Moov’s obligations under this Section 12.2 will not apply to a Claim to the extent User is obligated to indemnify, defend, or hold harmless any Moov Indemnitee from and against all Losses in connection with such Claim under Section 12.1.

12.3. Process. If any Claim is asserted against a Moov Indemnitee or a User Indemnitee (each, an “Indemnified Party”), then the Indemnified Party will promptly notify the other party (the “Indemnifying Party”) in writing of such Claim. Upon receipt of notice of any Claim from an Indemnified Party, the Indemnifying Party will assume the defense of such Claim except as otherwise elected by Moov. An Indemnified Party may participate, at its own cost and expense, in the defense of Claim and retain counsel of its own choosing. The Indemnifying Party will not agree to settle or compromise any Claim without the prior written consent of the Indemnified Party (which will not be unreasonably withheld, conditioned, or delayed), unless such settlement or compromise (a) is only for the payment of money damages for which the Indemnified Party will be released and fully indemnified under this Platform Agreement, (b) includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such Claim, (c) does not include any statement as to or admission of fault, culpability, or failure to act by or on behalf of the Indemnified Party, and (d) does not require any action or inaction on the part of the Indemnified Party.

13. DISCLAIMER OF WARRANTIES.

THE MOOV SERVICES ARE AND WILL BE PROVIDED “AS IS” AND “AS AVAILABLE” AND MOOV AND EACH FI PARTNER HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (A) MOOV AND EACH FI PARNTER MAKE NO REPRESENTATION OR WARRANTY THAT THE MOOV SERVICES WILL PERFORM WITHOUT INTERRUPTION OR ERROR, AND (B) USER ACKNOWLEDGES THAT HOSTING OR TRANSMITTING DATA ONLINE INVOLVES RISKS OF UNAUTHORIZED ACCESS, USE, DISCLOSURE, OR EXPOSURE AND USER HEREBY ACCEPTS SUCH RISKS. MOOV AND EACH FI PARTNER MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE MOOV SERVICES ARE COMPATIBLE WITH USER’S EQUIPMENT, THAT THE MOOV SERVICES ARE FREE OF VIRUSES, WORMS, BOTS, OR ANY OTHER HARMFUL, INVASIVE, MALICIOUS, OR CORRUPTED FILES, OR THAT DATA SENT THROUGH THE MOOV SERVICES WILL NOT BE ACCESSED, USED, DISCLOSED, OR EXPOSED THROUGH THE ERRORS OR ACTIONS OF THIRD PARTIES. USER ACKNOWLEDGES AND AGREES THAT USER HAS INDEPENDENTLY EVALUATED MOOV AND THE MOOV SERVICES AND THE MOOV SERVICES’ APPLICATION TO USER’S NEEDS. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE UNIFORM COMMERCIAL CODE AND THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT WILL NOT APPLY TO THIS PLATFORM AGREEMENT.

14. LIMITATION OF LIABILITY.

14.1. DISCLAIMER OF DAMAGES. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, (A) NONE OF MOOV, ANY FI PARTNER, OR ANY NETWORK, OR ANY OF THEIR RESPECTIVE AFFILIATES, SUCCESSORS, OR ASSIGNS, WILL BE RESPONSIBLE OR LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ENHANCED DAMAGES OF ANY KIND, OR FOR ANY LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF ANY DATA, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES, REGULATIONS, OR ANY OTHER THEORY) ARISING OUT OF OR RELATING TO THIS PLATFORM AGREEMENT, EVEN IF ADVISED OF SUCH POTENTIAL DAMAGES OR LOSSES, AND (B) NONE OF MOOV, ANY FI PARTNER, OR ANY NETWORK, OR ANY OF THEIR RESPECTIVE AFFILIATES, SUCCESSORS, OR ASSIGNS WILL BE RESPONSIBLE OR LIABLE FOR DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO ANY DELAYS OR PROBLEMS CAUSED BY ANY TELECOMMUNICATIONS CARRIERS, INTERNET SERVICE PROVIDERS, OR OTHER COMMUNICATIONS NETWORK PROVIDERS OR THE BANKING SYSTEM. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS PLATFORM AGREEMENT, NEITHER MOOV NOR ANY FI PARTNER WILL BE RESPONSIBLE OR LIABLE FOR ANY PERFORMANCE FAILURE OR OTHER ACT OR OMISSION OF ANY THIRD PARTY OUTSIDE OF MOOV’S OR SUCH FI PARTNER’S REASONABLE CONTROL (E.G., NETWORKS).

14.2. LIABILITY CAP. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, USER HEREBY ACKNOWLEDGES AND AGREES THAT MOOV’S AND ANY FI PARTNER’S AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES ARISING OUT OF OR RELATING TO THIS PLATFORM AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY USER FOR THE MOOV SERVICES DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH DAMAGES OR LOSSES.

14.3. Cooperation in Loss Recovery Efforts. In the event that Moov or any applicable FI Partner is liable in connection with this Platform Agreement, User agrees to fully cooperate with Moov and such applicable FI Partner or Network in any Loss recovery efforts.

15. Term and Termination.

15.1. Term. The term of this Platform Agreement will begin as of the Effective Date and will continue in effect until terminated by User or Moov (the “Term”).

15.2. Mutual Termination Rights. Either party may terminate this Platform Agreement (a) following written notice if the other party fails to cure any material breach of this Platform Agreement within 30 days after receipt of written notice of such breach; (b) following written notice if the other party seeks protection under any bankruptcy, receivership, creditors arrangement, or comparable proceeding, or if any such proceeding is instituted against such party and is not dismissed within 60 days; or (c) upon ninety (90) days’ written notice to the other party, or such shorter period as may be required by Applicable Law or any applicable Governmental Authority, if the terminating party receives an order from a Governmental Authority to terminate this Platform Agreement, and the terminating party provides a written certification of the same to the other party.

15.3. Moov Suspension and Termination Rights. In addition to any other suspension or termination rights of Moov under this Platform Agreement, Moov may suspend or terminate this Platform Agreement or suspend, terminate, or restrict User’s and/or any Customer’s access to or use of all or any part of the Moov Services in the event: (a) the Company through which User accesses and uses the Moov Services directs Moov to suspend or terminate User’s access to or use of the Moov Services as a result of User’s failure to pay any amounts due in connection with the applicable Company Services Agreement; (b) the Company through which User accesses and uses the Moov Services is no longer authorized to make available the Moov Services through the Company Services; (c) User fails to provide any information or data requested or required by Moov within the time frames requested or required by Moov; (d) User withdraws User’s consent to receive Notices electronically; (e) User revokes the authorization provided by User under Section 6.5; (f) any FI Partner discontinues or modifies its support for the Moov Services in a manner that makes Moov’s continued provision of the Moov Services impracticable; (g) any significant circumstances exist that create harm or loss of goodwill to the Networks; (h) the applicable FI Partner ceases to be a Network member for any reason or fails to maintain a valid license to use the Marks of any Network; (i) any Network de-registers Moov and makes Moov’s continued provision of the Moov Services impracticable; (j) User fails to meet the due diligence or underwriting requirements applicable to the Moov Services; or (k) Moov reasonably determines that (1) User has breached this Platform Agreement, (2) User is no longer eligible to access or use the Moov Services, (3) there is or has been unauthorized access to or use of the Moov Services by or through User, (4) suspension or termination may be necessary or appropriate in order to comply with any Applicable Law, Network Rules, FI Partner Guidelines, or instruction from any Governmental Authority, Network, or FI Partner, or (5) continued access to or use of the Moov Services by User poses unacceptable compliance, security, financial, or reputational risk to Moov or any FI Partner.

15.4. FI Partner and Network Rights. User acknowledges that any applicable FI Partner or any Network may limit, suspend, or terminate, or may require Moov to limit, suspend, or terminate, User’s and/or any Customer’s access to and use of the Moov Services at any time for any reason. If any applicable FI Partner or any Network limits, suspends, or terminates, or requires Moov to limit, suspend, or terminate, User’s and/or any Customer’s access to and use of the Moov Services, then Moov may limit, suspend, or terminate User’s and/or any Customer’s access to and use of the Moov Services.

15.5. Reporting. User agrees that if this Platform Agreement is terminated for cause, or Moov and/or the applicable FI Partner are otherwise required to do so under the Network Rules, Moov and/or the applicable FI Partner may report User to the relevant Networks as required under Network Rules, and User waives and holds harmless Moov and any applicable FI Partner from any and all Claims and Losses which User may have as a result of such reporting.

15.6. Effect of Termination. Upon termination of this Platform Agreement, (a) User will immediately stop using the Moov Services to initiate any new Transactions, (b) all rights and licenses granted to User will terminate as of the effective date of such termination, (c) all unpaid amounts related to User’s access to and use of the Moov Services will become immediately due and payable, and (d) within 30 days following a written request from the Disclosing Party, the Receiving Party will: (1) destroy all copies of Confidential Information disclosed to it under this Platform Agreement, other than those subject to retention in accordance with the Receiving Party’s lawful records retention policies and procedures, which copies the Receiving Party may destroy in accordance with those policies and procedures; and (2) certify in writing signed by one of its authorized representatives that it has complied with its obligations under this Section 15.6. User acknowledges and agrees that User will have a continuing obligation after the termination of this Platform Agreement to properly provide all information, data, and supporting documentation requested or required by Moov, and to otherwise cooperate with Moov, to ensure the proper disbursement of any funds available in User’s Balance or otherwise associated with User’s Moov Account to the appropriate Persons.

15.7. Wind-Down. Upon expiration or termination of this Platform Agreement, each party will cooperate with the other party to promptly wind-down the parties’ relationship under this Platform Agreement and the Moov Services in a smooth and orderly fashion within the time frame mutually agreed by the parties (the “Wind-Down Period”), including by User providing all information and assistance reasonably requested by Moov to complete or otherwise address any pending Transactions or activity, to provide User’s funds to User, and to otherwise take such actions as are necessary or appropriate for the smooth and orderly wind-down of the parties’ relationship and the Moov Services.

16. Dispute Resolution.

16.1. Governing Law. This Platform Agreement and any Dispute will be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict-of-laws principles.

16.2. Venue; Waiver of Jury Trial; No Class Action. SUBJECT TO THE ARBITRATION PROVISIONS SET FORTH IN SECTION 16.3, IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE:

16.3. Arbitration. The parties agree that any Dispute will be submitted for binding arbitration. Unless otherwise agreed by the parties, any arbitration will take place in Denver, Colorado, and will be administered by, and pursuant to the commercial arbitration rules of, the American Arbitration Association, including any expedited procedures. There will be no right or authority for any Dispute to be arbitrated on a class action basis or in a purported representative capacity on behalf of the general public or other Persons similarly situated. The arbitrator will apply the substantive law of the State of Colorado, exclusive of its conflict-of-law principles. The arbitrator’s authority to resolve any Dispute and to make awards is limited to Disputes between the parties alone. The authority to resolve any Dispute is subject to the limitations of liability set forth in this Platform Agreement. Any Dispute brought by either party against the other party may not be joined or consolidated in arbitration with Disputes brought by or against any third party, unless agreed to in writing by the Company and Moov. No arbitration award or decision on any Disputes will be given preclusive effect as to issues or claims in any dispute with any Person not a party to the arbitration. If any portion of this Section 16.3 is stricken from this Platform Agreement or deemed to be illegal, invalid, or otherwise unenforceable, then this Section 16.3 will be stricken in its entirety from this Platform Agreement. The provisions of this Section 16.3 and all arbitration awards duly made in connection therewith may be enforced in any court of competent jurisdiction, and the party seeking enforcement will be entitled to an award of all costs, fees, and expenses (including reasonable attorneys’ fees) incurred in obtaining the enforcement of this provision, to be paid by the party against whom enforcement is ordered. All arbitration awards duly made hereunder will not be subject to review or appeal except as permitted by Applicable Law. Notwithstanding any provision of any agreement between the parties to the contrary: (a) Moov or User may seek interim relief from a court located in Denver, Colorado, to protect such party’s rights or property while arbitration is pending, and (b) Moov may bypass the aforementioned arbitration process in cases of fraud or other crimes against Moov, interference with Moov’s technical operations, suspected criminal activity, or violations of Moov’s rights or property, including Moov’s Intellectual Property Rights.

17. Disclosures and Notices.

17.1. Consent to Electronic Disclosures, Notices, and Information.

17.2. Text Message. User hereby authorizes Moov to provide Notices to User via text message, including as may be necessary or appropriate to verify User’s or its representative’s control over User’s Moov Account (e.g., two-step verification) and to provide User with other critical information about User’s Moov Account. Standard text or data charges may apply to any Notices provided via text message. Where offered, User may disable text message notifications by responding to any such message with “STOP” or by following instructions provided in the text message. However, by disabling text messaging, User may be deactivating important security features associated with User’s Moov Account, which may increase the risk of loss to User. User will need a computer or mobile device, internet connectivity, and an updated browser to access and review Notices.

17.3. Wireless Service Providers. User acknowledges and agrees that Moov may communicate with User or User’s representative via SMS messages transmitted by wireless service providers (e.g., AT&T, Sprint, Verizon, etc.). Without limiting Moov’s other rights under this Platform Agreement, User hereby authorizes Moov to disclose information about User to wireless service providers used in connection with the Moov Services, including as necessary for Moov to comply with the privacy and usage policies of such wireless service providers.

18. General Provisions.

18.1. Assignment. Neither party may assign or transfer this Platform Agreement or any of its rights or responsibilities hereunder without the prior written consent of the other party, which will not be unreasonably withheld; provided, that either party may assign and/or transfer this Platform Agreement or any of its rights or obligations hereunder to any of its Affiliates or to any other Person in connection with a Change of Control without written consent of the other party. Notwithstanding the foregoing, any User assignee or transferee in connection with a Change of Control must complete Moov’s and any applicable FI Partner’s onboarding requirements solely for purposes of satisfying Moov’s and such FI Partner’s due diligence and other compliance requirements. Any purported assignment or transfer in breach of this Section 18.1 will be void ab initio.

18.2. Relationship. Except as otherwise expressly provided in this Platform Agreement, (a) Moov and User are independent contractors and this Platform Agreement does not create a joint venture, employment, franchise, or agency relationship between the parties, and (b) this Platform Agreement is intended for the exclusive benefit of Moov and User and not intended to benefit any third party. User will not have the power to bind Moov or incur obligations on Moov’s behalf without Moov’s prior written consent.

18.3. Networks as Third-Party Beneficiaries. User acknowledges and agrees that any Network supported in connection with the Moov Services will be a third-party beneficiary under this Platform Agreement and may enforce the terms and conditions of this Platform Agreement against User, but such Network will not be subject to any obligations under this Platform Agreement.

18.4. Conflict. In the event of any conflict between any term or condition of this Platform Agreement with respect to the Moov Services and any term or condition of the Network Rules, the applicable term or condition of the Network Rules will govern to the extent necessary to resolve such conflict. In the event of any conflict between any term or condition of these Moov Services terms with respect to the Moov Services, and any term or condition contained in the remainder of the Platform Agreement, the applicable term or condition of these Moov Services terms shall govern to the extent necessary to resolve such conflict.

18.5. Force Majeure. Moov will not be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, fire, flood, strikes, war, epidemics, pandemics, shortage of power, telecommunications or internet service interruptions, or other acts or causes beyond the reasonable control of Moov, including any acts or omissions of any third party (e.g., Networks).

18.6. Third-Party Services. When User accesses or uses the Moov Services, User may be made aware of services, products, offers, or promotions provided or otherwise made available by third parties (“Third-Party Services”). If User decides to access or use any Third-Party Services, then User is responsible for reviewing and understanding the terms, conditions, and fees applicable to such Third-Party Services. User acknowledges and agrees that Moov is not responsible or liable for any Third-Party Services.

18.7. Remedies. The rights and remedies of Moov in connection with this Platform Agreement are cumulative, and Moov may enforce any of its rights or remedies under this Platform Agreement, along with any other rights and remedies available to it at law or in equity.

18.8. Amendments or Modifications. Moov may modify, supplement, or replace all or any part of this Platform Agreement from time to time upon Notice to User. User acknowledges and agrees that User’s continued access to and use of the Moov Services following any modification or supplement to, or replacement of, this Platform Agreement will constitute User’s agreement to be subject to and comply with this Platform Agreement as modified, supplemented, or replaced by Moov.

18.9. No Waiver. The failure of Moov to insist upon strict adherence to any term or condition of this Platform Agreement on any occasion will not be considered a waiver of such term or condition, nor will it deprive Moov of the right thereafter to insist upon strict adherence to such term or condition or any other term or condition of this Platform Agreement. Any waiver must be in a writing signed by Moov.

18.10. Severability. If any provision of this Platform Agreement is determined by any Governmental Authority to be illegal, invalid, or unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under Applicable Law and the remaining provisions will continue in full force and effect.

18.11. Survival. The terms and conditions set forth in this Platform Agreement which by their nature or terms would continue beyond the expiration or termination of this Platform Agreement will so survive, including the following Sections: Section 1.3, Section 1.5, Section 1.7, the last two sentences of Section 3.1, Section 3.2, Section 3.5, Section 3.6, Section 3.7, Section 3.8, Section 3.9, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 3.17, Section 3.18, Section 3.20, Section 4, Section 5, Section 6, Section 7, Section 8, Section 9, Section 10, Section 11, Section 12, Section 14, Section 15, Section 16, Section 17, Section 18, and Section 19.

18.12. Rules of Interpretation. For purposes of this Platform Agreement: (a) words importing the singular include the plural and vice-versa, (b) references to “Sections,” “subsections,” and other subdivisions without reference to a document are to designated Sections, subsections, and other subdivisions of this Platform Agreement, unless otherwise expressly set forth in this Platform Agreement, (c) the words “hereof,” “herein,” “hereunder,” and words of similar import, when used in this Platform Agreement, refer to this Platform Agreement as a whole and not to any particular provision of this Platform Agreement, (d) the terms “include,” “includes,” and “including” will be deemed to be followed by the words “without limitation,” (e) the term “or” will be deemed to be used in the inclusive sense of “and/or,” unless the context requires otherwise, (f) the headings contained in this Platform Agreement are for reference purposes only and will not affect the meaning or interpretation of this Platform Agreement, (g) any consent or approval that may be given by a party may be given or withheld in the party’s sole and absolute discretion, unless otherwise expressly set forth in this Platform Agreement, and (h) all references in this Platform Agreement to days, months, or years means calendar days, calendar months, or calendar year, unless otherwise expressly set forth in this Platform Agreement.

18.13. Entire Agreement. This Platform Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior communication, correspondence, and instruments in their entirety.

19. Definitions.

• “Account Credentials” has the meaning set forth in Section 3.2.
• “Acquirer” means SouthState Bank, N.A.
• “Affiliate” means any Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with another Person.
• “API” means application programming interface.
• “Applicable Law” means all applicable laws, rules, regulations, opinions, directives, and other binding requirements of, or administered or enforced by, any Governmental Authority.
• “Audit” has the meaning set forth in Section 5.2.
• “Auditing Party” has the meaning set forth in Section 5.2.
• “Balance” has the meaning set forth in Section 6.1.
• “Change of Control” means the occurrence of any of the following: (a) an acquisition of a party by another Person or any group of Persons by means of any transaction or series of related transactions (including any reorganization, merger or consolidation but excluding any such action effected exclusively for the purpose of changing the domicile of such party); or (b) a sale, exchange, or transfer of all or substantially all of the assets of a party.
• “Claim” has the meaning set forth in Section 12.1.
• “Company” means any entity that Moov has authorized to make available the Moov Services through the entity’s applications, websites, or other digital commerce technology platforms.
• “Company Platform” means the applications, websites, or other digital commerce technology platforms of any Company.
• “Company Services” means, with respect to a Company, the Company’s Company Platform, together with the products and services provided or otherwise made available by the Company through the Company Platform.
• “Company Services Agreement” has the meaning set forth in Section 1.7(b).
• “Concentration Account” has the meaning set forth in Section 6.1.
• “Confidential Information” has the meaning set forth in Section 9.1.
• “Control” means, with respect to any Person, any other Person having, directly or indirectly, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.
• “Customer” means a customer of User that is a Sender and a Recipient.
• “Customer Agreement” means the terms and conditions, terms of service, or other agreement that governs the sale and provision of User’s products and services to Customers.
• “CVV2” means Card Verification Value 2.
• “Disclosing Party” means a party that discloses the Confidential Information of such party in connection with this Platform Agreement.
• “Dispute” means any dispute, claim, or controversy arising out of or relating to this Platform Agreement.
• “Debit Card” means a valid card linked to a demand deposit account, checking account, current account, negotiable order of withdrawal account, or savings account held at a financial institution, or a debit account or equivalent as defined under Applicable Law.
• “Effective Date” has the meaning set forth in the introduction of this Platform Agreement.
• “Feedback” means any idea, suggestion, comment, or other input regarding or relating to the products or services of a party. - “FI Partner” has the meaning set forth in the introduction of this Platform Agreement.
• “FI Partner Guidelines” has the meaning set forth in Section 1.2.
• “Governmental Authority” means any relevant federal, state, or local governmental, regulatory, administrative, or judicial authority.
• “Indemnified Party” has the meaning set forth in Section 12.3.
• “Indemnifying Party” has the meaning set forth in Section 12.3.
• “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence, under or related to any patent, copyright, trademark, trade secret, database protection, rights in content, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
• “IRS Forms” has the meaning set forth in Section 17.1(c).
• “Linked Account” means the commercial demand deposit account owned by User and linked to User’s Moov Account.
• “Losses” has the meaning set forth in Section 12.1 .- “Marks” has the meaning set forth in Section 7.2.
• “Mastercard” means Mastercard Incorporated and any of its applicable Affiliates with responsibility for operations in the Territory.- “Moov” has the meaning set forth in the introduction of this Platform Agreement.
• “Moov Account” means a Person’s account with Moov that enables the Person to access and use the Moov Services.
• “Moov Data” means any data or information collected, received, or otherwise obtained by Moov independent of this Platform Agreement.
• “Moov Indemnitee” has the meaning set forth in Section 12.1.
• “Moov IP” has the meaning set forth in Section 7.1.
• “Moov Platform” has the meaning set forth in Section 1.1.
• “Moov Privacy Policy” means the then-current version of Moov’s privacy policy, which is currently available at https://moov.io/legal/privacy-policy/, and which may be modified, supplemented, or replaced by Moov from time to time.
• “Moov Services” has the meaning set forth in Section 1.1.
• “Network” means any relevant electronic funds transfer network or other payment network supported in connection with the Moov Services.
• “Network Rules” means all applicable operating rules, operating regulations, and other requirements of any Network, as the same may be modified, supplemented, or replaced by any applicable Network from time to time. “Network Rules” include the Network Security Programs, the Push-to-Card Rules, and the Pull-from-Account Rules.
• “Network Security Programs” means the data protection and security programs and requirements of the Networks, including the PCI Standards, the Visa Account Information Security Program, the Mastercard Site Data Protection Program, American Express’s Data Security Operating Policy, and Discover’s Information Security and Compliance Program, in each case, as the same may be modified, supplemented, or replaced from time to time.
• “Notices” has the meaning set forth in Section 17.1.
• “OFAC” has the meaning set forth in Section 3.16(b).
• “Overlapping Information” has the meaning set forth in Section 9.5.
• “Payment Acceptance Transaction Fees” means any fees charged by Moov to User in connection with their acceptance of Payment Methods through the Moov Services.
• “Payment Method” means a payment method supported through the Moov Services.
• “Payment Software Provider” means a provider of payment software or services.
• “PCI Standards” means all applicable requirements or standards of the Payment Card Industry Security Standards Council (or any successor or replacement body), including the Payment Card Industry Data Security Standard.
• “Person” means an individual, or a corporation, partnership, limited liability company, association, trust, unincorporated organization, or other legal entity or organization.
• “Personal Data” means any data or information about or related to an identified or identifiable individual.
• “Platform Agreement” has the meaning set forth in the introduction to this Platform Agreement.
• “Pull Transaction” means an account funds transfer initiated by User to pull funds from a Sender’s Debit Card account.
• “Pull-from-Account Rules” means, with respect to Visa, the Network Rules of Visa applicable to or otherwise relevant in the context of Pull Transactions, including the Visa Direct Account Funding Transaction (AFT) Guide, as may be modified, supplemented, or replaced from time to time by Visa; and with respect to Mastercard, the Network Rules of Mastercard applicable to or otherwise relevant in the context of Pull Transactions, including the Mastercard MoneySend Program Guide, as may be modified, supplemented, or replaced from time to time by Mastercard.
• “Push Transaction” means a push-to-card funds transfer initiated by User to send funds to a Recipient’s Debit Card account. References to “Transaction” in this Platform Agreement will be deemed to include Push Transactions.
• “Push-to-Card Rules” means, with respect to Visa, the Network Rules of Visa applicable to or otherwise relevant in the context of Transactions, including the Visa Direct Original Credit Transactions (OCT) Global Implementation Guide, as may be modified, supplemented, or replaced from time to time by Visa; and with respect to Mastercard, the Network Rules of Mastercard applicable to or otherwise relevant in the context of Transactions, including the Mastercard MoneySend Program Guide, as may be modified, supplemented, or replaced from time to time by Mastercard.
• “Records” has the meaning set forth in Section 5.1.
• “Receiving Party” means a party that receives the Confidential Information of the Disclosing Party in connection with this Agreement.
• “Recipient” means the holder of the Debit Card account to which a Transaction is initiated.
• “Reserve” has the meaning set forth in Section 6.4.
• “Reserve Account” has the meaning set forth in Section 6.4.
• “Reversal” has the meaning set forth in Section 3.12(f).
• “Security Incident” means any actual or potential security breach that results in, or would reasonably be expected to result in, the unauthorized access to or use, disclosure, destruction, loss, control, alteration, acquisition, exfiltration, theft, or retention of any Personal Data, Services Data, or Confidential Information.
• “Security Procedures” has the meaning set forth in Section 3.14.
• “Security Program” has the meaning set forth in Section 10.1.
• “Sender” means the holder of the eligible Debit Card account from which a Pull Transaction is originated.
• “Services Data” means any data or information about or related to User, any Customer of User, or any Transaction collected, received, or otherwise obtained by or on behalf of Moov in connection with the Moov Services or this Platform Agreement.
• “Term” has the meaning set forth in Section 15.1.
• “Territory” means the United States of America and its territories.
• “Third-Party Services” has the meaning set forth in Section 18.6.
• “Transaction” means a Pull Transaction and/or a Push Transaction, as applicable.
• “Transaction Dispute” has the meaning set forth in Section 3.12(i).
• “Transaction Fees” means any fees charged by Moov to User in connection with the Moov Services.
• “Transaction Limit” means the maximum permissible dollar amount for a single Transaction established by the Networks or by Moov and/or the applicable FI Partner.
• “Usage Data” means deidentified data that Moov derives from or produces in connection with User’s use of the Moov Services.
• “User” has the meaning set forth in the introduction to this Platform Agreement.
• “User Fees” has the meaning set forth in Section 1.7(d).
• “User Indemnitee” has the meaning set forth in Section 12.2.
• “User Security Procedures” has the meaning set forth in Section 3.15.
• “Velocity Limit” means the maximum aggregate permissible number of Transactions and/or the maximum aggregate permissible dollar amount for all Transactions initiated by User within a set period of time established by the Networks or by Moov and/or the applicable FI Partner.
• “Visa” means Visa Incorporated and any of its applicable Affiliates with responsibility for operations in the Territory.
• “Wind-Down Period” has the meaning set forth in Section 15.7.