Slash Commercial Debit Card Agreement

IMPORTANT - PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION.

Customer service contact information

Servicer: Slash Financial, Inc.

Mailing address: 2261 Market Street STE 4244, San Francisco, CA 94114

Support email: support@slash.com

Phone: +1-408-440-5507

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

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

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

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

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

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

By requesting the Card, you acknowledge and agree:

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

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

1. Definitions

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

“Applicable Law” means, with respect to either party and as may be amended and in effect from time to time, any laws, statutes, regulations, rulings, orders, and/or guidance, including the Rules, that legally apply to either party.

“Authorized Users” means any person who you authorize to make Transactions on your Card.

“Beneficial Owner” means any natural person who directly or indirectly owns at least 25% of the equity interests in Company and an individual with significant responsibility for managing the Company, such as an executive officer, managing member, or general partner, as set forth in 31 C.F.R. § 1010.230.

“Business Day” means Monday through Friday, excluding federal holidays.

“Debit Account” means your non-interest-bearing commercial demand deposit account with us.

“Slash Platform” means Servicer’s software application that allows you to access your Card on a mobile device and/or the Slash Website.

“Slash Website” means Servicer’s website at www.slash.com that allows you to access your Card online.

“Purchase” means the use of your Card (including through the use of an enabled Mobile Device) to buy or lease goods or services.

“Transaction” means a Purchase.

“USD” means United States Dollars.

2. Card Eligibility

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

1. Organization. The Card is available to legal entity commercial customers located in the fifty United States and the District of Columbia. No sole proprietorships or foreign businesses are eligible.
2. Debit Account. You must have and maintain a Debit Account in good standing in order to be eligible for the Card. The terms and conditions of your Debit Account, and the circumstances under which you may withdraw funds from the Debit Account, are set forth in the Account Agreement.

3. Your Card; Using Your Card

1. Debit Card. The Card is a debit card that allows you to spend funds in your Debit Account. The Card is not a credit card and the funds available to spend using your Card are limited to the available funds in your Debit Account.
2. Using Your Card. To complete a Transaction, there must be sufficient funds in your Debit Account. Each time you make a Transaction using your Card, you authorize us to reduce the value available in your Debit Account by the amount of the Transaction and any applicable fees.
3. Permitted Card Use. You acknowledge and agree that the Card is intended to be used for Company’s lawful business or commercial purposes only. You may not use the Card for personal, family, or household purposes, or illegal purposes, or in any manner not permitted by this Card Agreement. You acknowledge and agree that because the Card is a commercial-purpose account, protections available under consumer financial protection laws do not apply to your Card. We may provide you with notices or take other actions required for consumer-purpose accounts without making the Card subject to such laws. We may refuse to process any Transaction that we believe may violate the terms of this Card Agreement or Applicable Law, or may pose significant risk to us. If you use your Card in a manner that is not permitted, this Card Agreement still applies, and you are liable for those Transactions. You also may be liable to us for any damages and/or expenses resulting from such use. Additionally, you will have violated the terms of this Card Agreement and we may close your Card. Neither we nor Servicer are liable for any damages or other liability resulting from such use.
4. Physical Cards; Activating Your Card. You may receive a physical Card. You must sign the back of the Card and activate it before it can be used. You can activate a physical Card by following the instructions you received with your Card or in the Slash Platform. When you activate your Card, you must select a personal identification number (“PIN”) for certain Transactions at merchant locations where a PIN is required. We may require you to provide personal information in order to verify your identity before we will activate a physical Card. You must return any physical Card to us or destroy it if we ask you to do so. You are responsible for keeping your PIN a secret. If your PIN or Card is lost or stolen, contact Servicer to block your Card. If you need to replace your Card, contact Servicer to request a replacement Card.
5. Virtual Cards. We may permit you to obtain a virtual Card in the Slash Platform or in a third-party wallet service and use the virtual Card to make Transactions. Your use of a virtual Card may be subject to additional terms and conditions, which you must accept when you obtain or access a virtual Card, and which are incorporated by reference herein. You may not be able to use a virtual Card at any terminal that does not have the technology necessary to accept a virtual Card. We are not responsible for any third-party wallet service. The virtual Card may either be single-use, meaning the Card account number will expire after a single transaction, or recurring-use, meaning you may use your virtual Card account number for multiple transactions. You may not use your virtual Card to obtain cash.
6. Transactions. You may use your Card to make Transactions at merchants that honor Visa cards. By swiping or tapping your virtual or physical Card or entering your Card information at the point of sale, you authorize us to post the Transaction to your Card. Each time you make a Transaction or a Transaction posts to your Card, the funds available in your Debit Account will be reduced by the amount of the Transaction and any applicable fees. If you use your Card number without presenting your Card (such as for a mail order, telephone, or Internet Purchase), the legal effect will be the same as if you used the Card itself. You agree that we may rely on information provided by merchants and your applicable payment network to categorize transactions, as well as merchant category.
7. Slash Platform. You can obtain information about your Card through the Slash Platform, such as Transactions and any fees or charges. Only electronic statements will be provided to you through the Slash Platform. While we do our best to provide the most up-to-date information about your Card, there may be some delay in reflecting new Transactions, and we cannot guarantee the accuracy of information displayed through the Slash Platform.

4. Maintaining Your Card

1. Servicer. Servicer, along with its partners and service providers, is the servicer of your Debit Account and Card(s). You agree that Servicer may service or initiate enforcement of this Card Agreement on our behalf, to the extent Servicer deems such enforcement necessary or advisable to protect our rights or to execute Servicer’s obligations to us to service this Card Agreement. Servicer’s privacy policy is set forth above.
2. Replacement Cards; Card Expiry Date. Please contact Servicer at the contact information above if you need to replace a Card for any reason. Please note that each Card has an expiry date on the Card. A Card may not be used after that date. Please contact Servicer for a replacement Card if the Card expires. You will not be charged a fee for replacement cards that we send due to expiration of the Card. Upon contacting us for any lost/stolen Card or to replace a Card for any reason, the Card will be deactivated, and your available funds may be temporarily unavailable until the replacement Card is activated.
3. Contacting You; Monitoring Communications. To the extent permitted by Applicable Law, you authorize us, Servicer, and each of our respective affiliates, agents, service providers, contractors, and successors, to contact you to service or maintain your Card. You agree that these contacts are not unsolicited for purposes of state or federal law. You further agree that we, Servicer, and our respective affiliates, agents, service providers, contractors, and successors may: (1) contact you in any way, including mail, email, calls, and texts, including a mobile, wireless, or similar device, and using automated telephone equipment or prerecorded messages; (2) contact you at any number that you have given us, any number we have for you in our records, and any number from which you call us, including your cellular or other wireless device, even if that number is a wireless, cellular, or mobile number, is converted to a mobile/wireless number, or connects to any type of mobile/wireless device, and even if such telephone number is currently listed on a Do Not Call Registry; and (3) contact you at any email address you provide to us, Servicer, or any of our respective affiliates, agents, service providers, contractors, successors, or any other person or company that provides any services in connection with this Card Agreement. We and Servicer may monitor, tape, or electronically record our telephone calls with you, including any calls with the customer service department, collections department, and any of our respective agents or service providers. For the avoidance of doubt, you agree you will accept calls from us and Servicer regarding your Card. You understand these calls could be automatically dialed and a recorded message may be played.
4. Consent to do Business Electronically. By agreeing to this Card Agreement, including if doing so electronically, constitutes your electronic signature to this Card Agreement and you consent and agree that (a) we and Servicer may provide all information and disclosures required by law to you electronically; (b) your electronic signature to this Card Agreement and related documents has the same effect as if you signed them in ink; and (c) an electronic record of this Card Agreement may be used to evidence the existence of this Card Agreement as if it were an original. This consent applies to acceptance of this Card Agreement, to all future communications with you, and to other communications, notices, and disclosures that we or Servicer provide to you electronically. All communications provided electronically will be deemed to be “in writing.” We and Servicer reserve the right to cancel electronic disclosure services and to change such services or send disclosures in paper form at any time. We are responsible for sending notice of the disclosures to you electronically, but neither we nor Servicer is responsible for any delay or failure in your receipt or review.
5. Providing and Maintaining Your Information; Financial Information. We may require you to submit personal information to open and manage your Card. This includes, but is not limited to: (1) the Company’s registered business name; (2) the Company’s business address; (3) the ownership details of the Company; (4) contact information; (5) the tax identification number; (6) the nature of the Company’s business and financial information; and (7) other personal or business information that we may request. We also may request certain personal data, such as contact information, personal addresses, social security numbers, dates of birth, and identification documents from Authorized Users and Beneficial Owners. You must notify us promptly if any information you provide to us changes, including changes to: (1) your email address, billing address, telephone numbers, or fax numbers that we use to send you notices or to communicate with you; (2) the legal entity of the Company; (3) tax identification number; or (4) Beneficial Owners of the Company. We may ask you for additional documents and to verify any changes to information you have provided us. We may suspend, restrict, or close your Card if you do not meet our account opening requirements, if we cannot verify your information, or if you do not provide your information as requested. You certify that all information you provide to us is accurate and complete. We will attempt to communicate with you only by use of the most recent contact information you have provided to us. You agree that any notice or communication sent to you at the address shown in our billing records shall be effective unless we have received an address change notice from you.
6. Contacting Us. You may contact Servicer using the contact information above. Notice by you to us is deemed to be given when received by us.
7. Mobile Devices and Digital Wallets. Smart phones, some tablets, or other mobile devices (a “Mobile Device”) can download, store, and/or access Card information (for instance, through a mobile wallet) that may enable you to use the Mobile Device to make Transactions using your Card or Card number. Applications that enable your Mobile Device will have unique terms governing those applications. Read them carefully. Transactions made through those applications are governed by this Card Agreement. When your Card information is accessible by your Mobile Device, it is important that you treat your Mobile Device with the same care you would your Card. For example, you should secure your Mobile Device against unauthorized access. Keep in mind, if you give someone your phone, or other Mobile Device, that can be the same as giving that person your Card.
   
   We may permit you or an Authorized User to add your Card to a digital wallet supported and operated by another financial institution or third party (“Digital Wallet”), which may be used to make Transactions on your Card without presenting the physical Card. Any such Transactions are covered by this Card Agreement. We have no control over the Digital Wallet or the device on which you use the Digital Wallet and cannot guarantee their performance. Neither we nor Servicer are liable for any losses that result if such services are unavailable or defective. Additionally, you are responsible for protecting the security of the Digital Wallet, the device on which you use the Digital Wallet, and any access credentials you use to access the Digital Wallet or device. You may be charged third-party fees related to the Transaction, such as mobile carrier data or messaging charges, and we are not responsible for any such fees. We may, at any time, partially or fully restrict your ability to make Transactions through a Digital Wallet. We may change the Digital Wallets that we permit you to use with your Card from time to time, in our sole discretion, without notice to you. You agree to notify us promptly if you remove or want to remove your Card information from any Digital Wallet or if the security of your Digital Wallet or device may be compromised.
   
   We are not responsible if you violate the terms governing your use of any Mobile Device application or Digital Wallet, or for any consequences that result from any violation.
8. Lost or Stolen Cards and Unauthorized Use; Security of Your Card and Credentials. You are responsible for protecting the security of your Card(s) and any credentials and devices you use to access your Debit Account. You must take reasonable steps to prevent the unauthorized use of a Card. We reserve the right to request you to take specific steps to limit access to or prevent unauthorized use of a Card. For security reasons, you must, upon receipt of a physical Card, comply with any Card activation procedures as may be prescribed by us. You acknowledge and agree that you are under an obligation to review Card activity and Transactions in the Slash Platform and you MUST NOTIFY US IMMEDIATELY OF THE LOSS, THEFT, OR POSSIBLE UNAUTHORIZED USE OF YOUR CARD BY CONTACTING SERVICER USING THE CONTACT INFORMATION ABOVE, but in no event later than 60 days after the date the unauthorized use first appears on your Card. You will be liable for unauthorized use of a Card that occurs before you notify, unless prohibited by Applicable Law. You will not be liable for unauthorized use of a Card that occurs after you notify us of the loss, theft, or possible unauthorized use of the Card. If you do not timely notify us, we will not be liable for any losses you incur as a result of unauthorized use of a Card, except as required by law. You agree to cooperate with us on any unauthorized Card use investigation. Nothing in this Card Agreement limits any right, protection, or credit that must be provided under applicable Network Rules or Applicable Law.
9. Benefits and Rewards. We or Servicer may offer you the ability to participate in benefits or rewards programs from time to time. If we or Servicer do, we or Servicer will separately provide you with information and terms and conditions governing your participation in such benefits or rewards program. You may be required to accept additional terms and conditions in order to participate in a benefits or rewards program. Benefits or rewards programs offered by us or Servicer may not be available to all cardholders. We disclaim all responsibility for any losses arising from benefits or rewards provided by third parties, to the fullest extent permitted by law. We may change or discontinue any benefits or rewards program at any time for any reason.
10. Confidentiality. We may disclose information about your Card to third parties as set forth in this Card Agreement and our Privacy Notice. For example, we may disclose information about your Card or the Transactions you make:
    1. To Servicer, as necessary to provide the services to you;
    2. Where it is necessary for completing Transactions;
    3. In order to verify the existence and condition of your Card for a third party, such as a merchant;
    4. In order to comply with government agency, court order, or other legal or administrative reporting requirements;
    5. If you consent by giving us your written permission;
    6. To our employees, auditors, affiliates, service providers, or attorneys, as needed; or
    7. Otherwise as necessary to fulfill our obligations under this Card Agreement.

5. Spending Limit

We may impose limits on individual transaction amounts and daily or weekly spending limits on your Card (“Spending Limits”). Your Spending Limits are subject to periodic review and to change based on your Card history, transaction activity, information from your Debit Account, and other factors. You can review your Spending Limits in the Slash Platform.

6. Authorizations; Transaction Limitations; Holds

1. Authorizations and Holds. When you use your Card or Card number to initiate a transaction at certain merchant locations, websites or mobile applications, such as hotels, restaurants, gas stations, and rental car companies, where the final purchase amount is unknown at the time of authorization, a hold may be placed on the available funds in your Debit Account for an amount equal to or in excess of the final transaction amount. The funds subject to the hold will not be available to you for any other purpose until the merchant sends Bank the final transaction amount. Once Bank receives the final transaction amount, it may take a period of time for the hold to be removed. During that period, you will not have access to the funds subject to the hold.
2. Refusal to Honor Your Card. Notwithstanding any other provision of this Card Agreement, and regardless of your then-current available funds in your Debit Account, we may decline to authorize any Transaction for any reason at our sole discretion. Additionally, we may limit the number of Transactions that may be approved in a single day. Neither we nor Servicer are responsible for any losses you incur if we do not authorize a Transaction. A terminal, financial institution, business, merchant, merchant’s financial institution, or other third party may refuse to honor a Card. Neither we nor Servicer are responsible for any losses you incur if any such party refuses to accept your Card or process the Transaction you request for any reason.
3. Recurring Preauthorized Transactions. Recurring preauthorized Transactions occur when you authorize a merchant to automatically initiate a Transaction using your Card on a recurring basis. If you authorize a merchant or other person to charge your Card for recurring preauthorized Transactions, you must notify the merchant if: we issue a new Card with a different number or expiration date to you; your Card number changes; or your Card is closed. These Transactions may continue to be charged to your Card until you change the billing information with the merchant directly. We also may (but are not obligated to) provide your new Card number and expiration date to a merchant with whom you have set up a recurring preauthorized Transaction in order to continue your recurring preauthorized Transactions.
4. Foreign Transactions. A “Foreign Transaction” is any Transaction (1) made in a foreign currency, or (2) made in U.S. dollars if the Transaction is made or processed outside of the U.S. Foreign Transactions include, for example, online Transactions made in the U.S. but with a merchant who processes the Transaction in a foreign country. If you make a Foreign Transaction, we will assess the Foreign Exchange and/or Cross Border fees disclosed in the Pricing Disclosures. If you make or attempt to make a Foreign Transaction, we also may assess a Foreign Authorization and Decline fee as disclosed in and pursuant to the Pricing Disclosures. If a Transaction is made in a foreign currency, the Transaction will be converted by Visa into a U.S. dollar amount in accordance with the operating regulation or conversion procedures in effect at the time the Transaction is processed. The currency conversion rate in effect on the processing date may differ from the rate in effect on the transaction date or posting date.
5. Receipts. You may obtain receipts to maintain a record of your Transactions. You may need a receipt in order to verify a Transaction with a merchant.
6. Quality of Goods; Refunds. Neither we nor Servicer are responsible for the delivery, quality, safety, legality, or any other aspect of the goods or services that you purchase from a merchant with your Card. All such disputes must be addressed and handled directly with the merchant from whom those goods or services were purchased. If a merchant provides you a refund for any reason for goods or services obtained with your Card, you agree to accept a credit to your Debit Account for such refunds, in accordance with the refund policy of that merchant. If the merchant provides you such a refund, the credit to your Debit Account may not be immediately available. We have no control over when a merchant sends a credit transaction, and the credit to your Card may not be available for a number of days after the date the refund transaction occurs. Please contact Servicer at the contact information above if you believe a merchant credit has not been applied properly.

7. Authorized Users

1. Designating Authorized Users. You may designate one or more Authorized Users and authorize them to use your Card, subject to our approval. By doing so, you designate the Authorized User to conduct Transactions on your behalf. If any Authorized User is an employee of the Company, the Authorized User must meet the minimum age for employment under the law applicable to Company and Company’s business activities and must be duly employed by the Company as of the date a Card is requested for such Authorized User. We may require you to submit certain information about each person you request to make an Authorized User.
2. Card Access and Use by Authorized Users. You understand and agree that any Authorized User will have access to certain information about your Card and Debit Account and will be permitted to make Transactions using the Card. You may establish limits on each Authorized User through the Slash Platform, such as limits on the types of merchants with which the Authorized User’s Card may be used and the maximum dollar amount of individual Transactions an Authorized User may make. We reserve the right to limit the number of Authorized Users and Cards associated with your Authorized Users. We also may limit the ability of an Authorized User to use a Card. You are responsible for all activity conducted on the Card by an Authorized User, and all Transactions any Authorized User makes will be treated as if you had made the Transaction yourself. In addition, you will be responsible for all Transactions and activity conducted on your Card by any person that you or any Authorized User gives access or permission to use your Card, even if they exceed that authority, or you did not want or agree to that use. Each Authorized User’s use of the Card is subject to the terms of this Card Agreement. You agree to share this Card Agreement with each Authorized User and explain that their use is subject to its terms. You are solely responsible for monitoring an Authorized User’s use of the Card, and ensuring that the Authorized User does not use the Card in violation of this Card Agreement, Applicable Law, or any authority you grant to them. We undertake no obligation to monitor transactions to determine that they are on your behalf.
3. Termination and Removal of Authorized Users. Each Authorized User’s authority is automatically terminated by your dissolution. However, we may continue to honor the Transactions of the Authorized User until: (a) we have received written notice or have actual knowledge of the termination of authority, and (b) we have a reasonable opportunity to act on that notice or knowledge.
   
   You may request to remove an Authorized User from your Card through the Slash Platform. You must immediately destroy all Cards in such Authorized User’s possession and change or destroy any other credentials in their possession they may use to access your Card. The Authorized User may be able to use your Card until we receive the request to remove the Authorized User and we have acted on your request. During this time, you still will be responsible for all Transactions the Authorized User makes using the Card. You will be responsible even if these Transactions do not appear on or post to your Card until after you remove the Authorized User. We reserve the right to remove any Authorized User from your Card for any reason. When you or we remove an Authorized User for any reason, we may revoke the Authorized User access to a Card, close or suspend your Card, and/or require you to change other access credentials.

8. Fees

We do not charge any fees for initial issuance or use of your Card, except as provided for in the Pricing Disclosures. We currently do not charge a fee for using your Card in a digital wallet, but we reserve the right to do so in future. Your digital wallet provider may charge you a separate fee.

9. Transaction History; Disputed Transactions; Errors or Questions

1. Transaction History. You may view your Card transaction history by logging into the Slash Platform. You should do this regularly to verify the activity on your Card. You must notify us immediately but in no event later than 60 (sixty) days after the transaction appears in your transaction history to notify us of an unauthorized or erroneous transaction. You will need to provide us with information as we may require to process your request. We will determine whether an error occurred and will correct any errors promptly. If you need more information about our error resolution procedures, please contact Servicer.
2. Disputed Transactions. You are solely responsible for the goods or services you purchase, and for a merchant’s failure to honor purchases you make with a Card. If you have a dispute with a merchant, you agree to make a good faith effort to resolve it directly before contacting us. If you are entitled to a refund for any reason for goods or services you obtained with your Card, you agree to accept credits to your Debit Account for refunds and agree to the merchant’s refund policy. In any dispute with a merchant, you agree that any rights you may have against the merchant in the dispute may be transferred to us to satisfy any debts you owe us or to protect our rights. You may not assert any claims or defenses against us that you may have, or believe that you may have against any merchant in the dispute. We are not responsible for the quality, safety, legality, or any other aspect of any goods or services you purchase with your Card.

10. Representations, Warranties, and Covenants

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

1. Legal Status. Company is a business entity which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of Company’s state of organization. Company is duly authorized to transact business in all other jurisdictions in which Company is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Company is doing business. Company has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Company maintains an office at the address provided to us. Company shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Company and Company’s business activities.
2. Assumed Business Names. Company has filed or recorded all documents or filings required by law relating to all assumed business names used by Company. Company has disclosed all assumed business names to us.
3. Authority to Enter into Card Agreement; Authorization. Company has full power and authority to enter into, deliver, and perform all its obligations under this Card Agreement. Company’s execution, delivery, and performance of this Card Agreement has been duly authorized by all necessary action by Company and do not conflict with, result in a violation of, or constitute a default under (1) any provision of (a) Company’s articles of organization or membership agreements, or (b) any agreement or other instrument binding upon Company or (2) any law, governmental regulation, court decree, or order applicable to Company or to Company’s properties. The individual executing this Card Agreement on behalf of Company is at least 18 years of age (or the age of majority in the individual’s state of residence) and has the authority and legal capacity necessary to bind Company to this Card Agreement.
4. Accurate Information. All information that you provide to us is accurate and complete, and your authorized representative will certify the accuracy and completeness of such information upon reasonable request.
5. Legal Effect. This Card Agreement constitutes, and any instrument or agreement Company is required to give under this Card Agreement when delivered will constitute, legal, valid, and binding obligations of you enforceable against you in accordance with their respective terms.
6. Legal Proceedings and Claims. No action, suit, claim, inquiry, investigation, or legal, administrative, or arbitration proceeding or similar action (including those for unpaid taxes) against you is pending or threatened, whether at law, in equity, or before any governmental authority.
7. Binding Effect. The terms of this Card Agreement are binding upon you, and upon your successors and assigns, and are legally enforceable in accordance with its respective terms.
8. Business Purpose. Your request for the Card, entry into this Card Agreement, and use of the Card are and will be solely for lawful business purposes and not for any personal, family, or household purpose. You will notify us prior to any significant change to Company’s business activities disclosed to us and you will not engage in any business activities other than those activities disclosed to us without our prior written approval.
9. Compliance with Laws. You are in compliance with and will comply with all laws, regulations, ordinances, orders, and other requirements, now or hereafter in effect, of any governmental body applicable to the conduct of Company’s businesses and operations. You, any Authorized User, and any Beneficial Owner are not a target of any economic or trade sanctions issued or administered by any governmental body.
10. Authorized Users. Each Authorized User has the authority and legal capacity necessary to bind the Company on any and all transactions made on the Card. If any Authorized User is an employee of the Company, the Authorized User meets the minimum age of employment under any law applicable to Company and to Company’s business activities.

11. Right of Set-Off

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

12. Closing or Suspending Your Card

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

13. Limitation of Liability; Indemnification

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

14. Changes to This Card Agreement

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

15. General Information

1. Unforeseen Circumstances. Neither we nor Servicer are liable for any losses that may result when services, including access to the Card or the Slash Platform, are unavailable due to reasons beyond our respective control, subject to Applicable Law.
2. Assignment. You may not sell, transfer or assign your rights or obligations under this Card Agreement or your Card to any other person without our prior written consent. Any such sale, transfer or assignment or attempted sale, transfer or assignment is and will be null and void. We may sell, transfer or assign any or all of our rights and obligations under this Card Agreement, including any amounts owed to us, without your consent or notice to you. The purchaser, transferee, or assignee may enforce the rights they acquire from us in accordance with this Card Agreement.
3. Governing Law. This Card Agreement is governed by and construed in accordance with the laws of the United States. To the extent state law applies to this Card Agreement, this Card Agreement will be governed by the laws of the state of California, without regard to internal principles of conflicts of laws. This Card Agreement is made in the state of California.
4. Severability. If any provision of this Card Agreement is found to be invalid, the remaining provisions will continue to be effective.
5. Waiver. Any delay or failure by us to enforce any provision of this Card Agreement will not be construed as a waiver of such provision.
6. Survival. The following terms will survive the termination of this Card Agreement and closure of the Card and will remain in full force and effect: Section 1, Sections 3(d) and(e), Sections 4(a), (c) and (d), Section 7, this Section 15, and Section 16. In addition, you understand and agree that in opening the Card, we are relying on all representations, warranties, and covenants made by you in this Card Agreement. You further agree that regardless of any investigation made by us, all such representations, warranties and covenants will survive closure of the Card, shall be continuing in nature, and shall remain in full force and effect until such time as any amount owed on the Card shall be paid in full, or until this Card Agreement shall be terminated in the manner provided herein, or until the end of any period of survival of the representation, warranties, and covenants under Section 10 or this Section 16(f), whichever is the last to occur.
7. Headings. We use section headings to organize this Card Agreement. The headings are for reference purposes only.
8. JURY TRIAL AND CLASS ACTION WAIVER. YOU AND WE ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT BUT MAY BE WAIVED IN CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED BY LAW, YOU AND WE KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR RELATED TO THIS CARD AGREEMENT. IN ADDITION, YOU WAIVE YOUR RIGHT TO JOIN A CLASS OF OTHER PERSONS OR ENTITIES TO BRING A CLAIM AGAINST US, OR TO BRING OR BE A CLASS MEMBER IN ANY CLASS ACTION OR CLASS ARBITRATION PROCEEDING. THIS JURY TRIAL AND CLASS ACTION WAIVER WILL NOT AFFECT OR BE INTERPRETED AS MODIFYING IN ANY FASHION THE ARBITRATION AGREEMENT SET FORTH IN THE FOLLOWING SECTION, WHICH CONTAINS ITS OWN JURY TRIAL AND CLASS ACTION WAIVER. IF A COURT OR ARBITRATOR DETERMINES THAT THE ARBITRATION AGREEMENT BELOW IS INVALID OR UNENFORCEABLE, THE JURY TRIAL AND CLASS ACTION WAIVER IN THIS SECTION WILL NONETHELESS CONTINUE TO APPLY.

16. Arbitration Agreement

We have put this Arbitration Agreement in question and answer form to make it easier to follow. However, this Arbitration Agreement is part of this Card Agreement and is legally binding. For purposes of this section, our “Notice Address” is: Slash Financial, Inc., 2261 Market Street STE 4244, San Francisco, CA 94114. By completing an application for the Card, you agree to the Arbitration Agreement even if you do not use a Card.

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

a. Background and Scope

b. Process

c. Arbitration Fees and Awards

Pricing Disclosures

¹Dormant Card Fee: If any Card is not used for 30 days to make a Transaction that posts to the Account, we have the right to charge you a fee of $0.03 per month for each such Card until the Card is used to make a Transaction that posts to the Account. To avoid this fee, each Card must be used at least once every 30 days to make a Transaction that posts to the Account.

²Foreign Authorization and Decline Fee: If any Card is used to make more than 50 Foreign Transactions in 30 days that are declined for any reason, we have the right to charge you a fee of $0.40 for (i) each subsequent Foreign Transaction that is authorized and posts to your Account, and (ii) each subsequent Foreign Transaction that is declined for any reason.