Float Electronic Communication Consent Agreement

Consent to Receive Electronic Communications

We suggest you read this document and print a copy for your reference.

Note: This Electronic Communication Consent Agreement (“Agreement”) applies to any and all communications or disclosures that we are legally required to provide to you in writing regarding your Card or any related products and services (“Communications”).

When you acknowledge your agreement to this Electronic Communication Consent Agreement, you are indicating your consent to all of the terms and conditions set out below.

In this Agreement, “we,” “us,” and “our” refer to Peoples Trust Company, and “you” and “your” refer to the person to whom the Card is issued. “Card” means the Float Prepaid Visa Card.

1.    Scope of Communications to Be Provided in Electronic Form. When you acknowledge your agreement to this consent to receive electronic communication, you are agreeing to receive all Communications in electronic format and that we may refrain from sending paper Communications to you unless and until you withdraw your consent as described below. Your consent to receive electronic communications includes:

• any card or account-related agreements, supplements or addenda;
• notices of any changes to such agreements;
• the privacy policies and any notices of updates and changes to the privacy policies;
• notices regarding your Card or Account; and
• any other information relating to your use of the Card and any related products and services, including any legal and regulatory disclosures and communications.

2.    Method of Providing Communications to You in Electronic Form. All Communications that we provide to you in electronic form will be provided:

• via email to the email address you have provided to us which may contain the Communication or a link through which you may view the Communication; or
• via the website, web application or in the mobile application portal.

You must provide us with a current email address to receive electronic Communications. Even if you have consented to receive electronic Communications, in our discretion, we may, from time to time, send paper copies of certain Communications to any mailing address we have for you in our records, either in addition to or in lieu of providing electronic versions.

If you give us an incorrect email address or fail to keep it updated, you agree that any Communications we may make available or attempt to send through any of the methods described above will be deemed to have been provided to you in a timely manner.

Communications that we post on the website will remain accessible for a period of time which we may establish in our discretion and which may vary with the type of Communication.

3.    How to Withdraw Consent. You may withdraw your consent to receive Communications in electronic form at any time by providing notification of your withdrawal in writing by email to support@floatcard.com or by calling 1-883-944-3175. If you do, we will  close your account. We will not impose any fee to process the withdrawal of your consent to receive electronic Communications. Any withdrawal of your consent to receive electronic Communications will be effective only after we have a reasonable period of time to process your withdrawal. While we process your withdrawal, you will continue to receive Communications in electronic form. If you withdraw your consent, the legal validity and enforceability of prior Communications delivered in electronic form will not be affected.

4.    How to Update Your Records. It is your responsibility to provide us with a true, accurate, and complete e-mail address, contact information, and other information related to this Agreement and your Card and to maintain and update any changes to this information promptly. You can update your information (such as your e-mail address) by writing to support@floatcard.com or by calling 1-883-944-3175.

5.    System Requirements. To receive, access or retain electronic Communications, you will need a computer or other device with internet access, a compatible web browser and, for some types of Communications, a PDF file reader. Compatible browsers include the most current version (and typically one or more prior versions) of all major browsers in widespread use. You will also need access to a printer or the ability to download information to keep copies for your records. When you agree to receive electronic Communications, you are indicating that you have the capability to access the Communications electronically and to download or print copies for your records.

6.    Requesting Paper Copies. We will not send you a paper copy of any Communication, unless you request a paper copy or we otherwise deem it appropriate to do so. You can obtain a paper copy of an electronic Communication by printing it yourself. We reserve the right but assume no obligation, to provide a paper (instead of electronic) copy of any Communication that you have authorized us to provide electronically.

7.    Communications in Writing. All Communications in either electronic or paper format from us to you will be considered “in writing”. You should print or download for your records a copy of this Agreement and any other Communication that is important to you.

8.    Communications from You. This Agreement applies only to Communications you receive from us. Any notices or communications which you are required to send to us in writing, whether pursuant to our agreements with you or under applicable law, must still be sent in accordance with the instructions in those agreements.

9.    Termination/Changes. We reserve the right, in our sole discretion, to discontinue the provision of your electronic Communications, or to terminate or change the terms and conditions on which we provide electronic Communications. We will provide you with notice of any such termination or change as required by law.

CONSENT TO USE OF ELECTRONIC SIGNATURES, COMMUNICATIONS, AND STATEMENTS – US

This Consent to Use of Electronic Signatures, Communications, and Statements is provided by Float Financial Solutions US Inc. (“Float”) on behalf of Thread Bank (“Bank”, “we”, “us”, and “our”, including our successors, affiliates, or assignees).

1. Introduction. You must consent to transact business through electronic communications in order for us to process your loan request. The following terms and conditions govern electronic communications in connection with your Credit Card Application and Cardholder Agreement (if your application is approved), and any communications regarding your Account (as defined in the Cardholder Agreement) (the “Electronic Consent”). Once you have given your consent, we may deliver or make any of the documents or Communications (as defined below) available to you by posting them in the Platform App and sending you an email notification when they become available.
2. Your Legal Rights. Certain laws require us to provide specific information to you in writing, which means you have a right to receive that information on paper. We may provide such information to you electronically if we first obtain your consent to receive the information electronically. Your consent will also apply to any other person named on your accounts, product or service, subject to applicable law.
3. Your Consent to Electronic Signatures. By accepting this Electronic Consent, you understand that: (i) electronically signing and submitting any document(s) to us legally binds you in the same manner as if you had signed in a non-electronic form, and (ii) the electronically-stored copy of your signature, any written instruction or authorization and any other document provided to you by us is considered to be a true, accurate and complete record, and legally enforceable in any proceeding to the same extent as if such documents were originally generated and maintained in printed form. By accepting this Electronic Consent, you also acknowledge and agree that you have read, understand and agree to all the terms of this Electronic Consent, can access the Communications in electronic form, affirmatively consent to the use of electronic signatures and electronic records, and have an active email account. You agree not to contest the admissibility or enforceability of our electronically stored copy of this Electronic Consent and any other documents.
4. Your Consent to Electronic Communications. To the fullest extent permitted by law, this Electronic Consent, notices, disclosures regarding your Account, updates and changes to this Electronic Consent, or other communications (collectively referred to as “Communications”) from us to you regarding your Account with us may be provided to you electronically, and you consent and agree to receive all Communications in an electronic form. Electronic Communications may be posted on the pages within the Float Platform App and/or delivered to your email address. You may print a paper copy of or download any electronic Communication and retain it for your records. All Communications in electronic format will be considered to be “in writing,” and to have been received on the day of posting, whether or not you have received or retrieved the Communication. We reserve the right to provide Communications in paper format. You may withdraw your consent to electronic Communications by contacting Float (“Platform”). A withdrawal of your consent will not become effective until we have received and have had a reasonable period of time to implement it. A withdrawal of your consent does not affect the legal effectiveness, validity or enforceability of any transactions, electronic signatures or electronic records of any Communication entered into, provided or made available before that withdrawal becomes effective. Your consent to receive Communications electronically is valid until your revocation of consent becomes effective. If you revoke your consent to receive Communications electronically, Platform will terminate your right to use the Platform App and we may terminate your account. You accept all liability for any losses, cost, damages and expenses resulting from such termination to the extent permitted by law.
5. Your Review of Communications. Please review promptly all Communications we deliver or make available to you. If Communications are mailed to you, they will be delivered to you at the postal address shown in our records. If Communications are sent to you electronically, they will be delivered to you at the email address shown in our records or made available to you on the Platform App. We will retain printable versions of your account statements for seven (7) years or longer periods as may be required by applicable law. You agree to give us and Float notice of any change of your postal or email address. If you fail to update or change an incorrect email address or other contact information, you understand and agree that any Communication shall nevertheless be deemed to have been provided to you if it was made available to you in electronic form in the Platform App or you were provided email notification of its availability.
6. Hardware and Software Requirements. To access and retain electronic records of the Communications, you must use computer hardware and software that meets the following requirements: a Current Version (defined below) of an Internet browser we support; a connection to the Internet; a Current Version of a program that reads and displays PDF files (such as Adobe Acrobat Reader); and a computer or mobile device or other electronic device with an operating system capable of supporting all of the above. By “Current Version,” we mean a version of the software that we support and that is currently being supported by its publisher. To print or download electronic records of Communications, you must have a connected printer or sufficient space on a long-term storage device.

Terms of Service

Last Updated: March 2023

This Agreement sets forth the terms and conditions that govern the provision and use of: (i) the SaaS Services for the provision of an employee spend management solution; (ii) the Charge Card Services, if you have been approved for such Services by Float; and (iii) consulting, training and other Professional Services made available by Float in connection with the SaaS Services. By applying for the Services, you agree to the terms and conditions set out in this Agreement so please read this Agreement carefully.

This Agreement replaces all previous terms and conditions governing the Services but does not replace the Customer Cardholder Card Terms and the Permitted User Card Terms, which are separate agreements with the Issuer and which continue to apply to your Cards. Float may update or replace this Agreement at any time by posting an updated version to our website, and we may provide you with advance notice of certain significant changes to this Agreement.

1. SaaS Services

1. Provisioning of the SaaS Services: Subject to your and your Permitted Users’ compliance with the terms and conditions of this Agreement, Float will make the SaaS Services available to you on the terms and conditions set out in this Agreement during the Term.
2. Card Terms: The SaaS Services include the access to and use of the Cards. As a condition to using the SaaS Services and the Charge Card Services, if applicable, you must agree to the Customer Cardholder Card Terms and you must ensure that each Permitted User is presented with and agrees to the Permitted User Card Terms. A failure to comply with the Customer Cardholder Card Terms or the Permitted User Card Terms is a breach of this Agreement.
3. Card Use: You agree to establish and maintain controls designed to ensure that the Cards are only used for bona fide business-related Charges and in compliance with the Customer Cardholder Card Terms, the Permitted User Card Terms, and the Card Network rules. You are solely responsible for Charges made by any individuals given access to Cards even if they are not the person associated with or named on the Card. Float, Issuer, Card Networks, or other intermediary Third Party Service Providers (including merchant acquirers) may deny or reverse Charges for any reason. Float is not responsible for any Losses caused by or related to Charges that are denied or reversed. If you have a dispute with a merchant regarding a Charge, including delivery of the incorrect goods or services or being charged the wrong amount, you should first attempt to resolve the dispute with the merchant. Please also refer to the dispute resolution process set out in the Customer Cardholder Card Terms or the Permitted User Card Terms, as applicable.
4. Linked Account: You must connect at least one Linked Account before we will provide you with the Services. We will use Financial Data from Linked Accounts as well as other Customer Data you supply to verify account balances and account information, establish spending limits, identify spending patterns and potential fraud, determine spending limits, analyze and report transactions, and provide Services to you. You must maintain at least one Linked Account at all times. Float may also require you to provide access to Customer Data, including details of Other Accounts, directly or  through Third Party Services for the purpose of underwriting financial products.
5. Rewards: We reserve the right to introduce Reward programs, including, but not limited to, Cashback, Yield and our referral programs, at our sole discretion. The terms and conditions governing these reward programs will be accessible on our website. Additionally, we may, at our sole discretion, present you with promotional offers from third parties. It is important to note that Float does not provide the services offered by these third parties, and their services may be subject to additional terms and conditions set forth by the third-party provider. We are not responsible for resolving any disputes you may have with a third party provider and we are not responsible for any losses related to or caused by such promotional offers and any services you choose to receive from a third party.These Rewards, including their nature, types, values, or any other element may be changed at any time without prior notice.
6. Restrictions on Use: You will not and you will not permit others to: (i) sub-license, sell, rent, lend, lease or distribute the SaaS Services or any Intellectual Property Rights therein, or otherwise make the SaaS Services available to the parties other than Permitted Users; (ii) use the SaaS Services to permit timesharing, service bureau use or commercially exploit the SaaS Services; (iii) use or access the SaaS Services: (A) in violation of any Applicable Law or Intellectual Property Right; (B) in a manner that threatens the security or functionality of the SaaS Services; or (C) for any purpose or in any manner not expressly permitted in this Agreement; (iv) use the SaaS Services to create, collect, transmit, store, use or process any Customer Data: (A) that Customer does not have the lawful right to create, collect, transmit, store, use or process; (B) that violates any Applicable Laws, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); or (C) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (v) Modify the SaaS Services; (vi) attempt to reverse engineer, de-compile or disassemble the SaaS Services; (vii) access or use the SaaS Services for the purpose of building a similar or competitive product or service; or (viii) perform any vulnerability, penetration or similar testing of the SaaS Services.
7. Additional Obligations: You will, except to the extent due to Float’s breach of the Agreement, assume all risk and liability associated with transactions, including any risk of counterfeit, charged-back or fraudulent transactions; and (ii) have sole responsibility for verifying the accuracy, completeness or authenticity of any data furnished by you or a third party to Float or its partner financial institution.
8. No Online Gambling: Company agrees not to use the SaaS Service in connection with any business of placing, receiving or otherwise knowingly transmitting bets or wagers by any means which involves the use, at least in part, of the Internet, or for any other transaction which is prohibited by Federal Reserve Regulation GG – Unlawful Internet Gambling Enforcement Act of 2006.
9. Suspension of Access; Scheduled Downtime; Modifications: Float may, from time to time and in its discretion without limiting any of its other rights or remedies at law or in equity under this Agreement: (i) suspend your access to or use of the SaaS Services if you breach this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured seven (7) days after Float provides you with written notice of such breach; and (ii) make any Modifications to the SaaS Services provided the SaaS Services are not materially changed.
10. Subcontracting: Float may engage Third Party Service Providers to provide the Services.

2. Ownership; Reservation of Rights

1. Except as specifically set forth in this Agreement, nothing in this Agreement assigns or grants to Float any right, title or interest including any Intellectual Property Rights in or to Customer Data. Customer grants to Float a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right during the Term to access, collect, use, process, store, disclose and transmit Customer Data to: (i) provide the Services; (ii) improve and enhance the Services and its other offerings; and (iii) produce data, information or other materials that are not identified as relating to a particular individual or company. Float may use, process, store, disclose and transmit such data, information and materials for any purpose and without restriction or obligation to Customer of any kind.
2. Float or its licensors retain all rights, title and interest including all Intellectual Property Rights in and to: (i) the Services; (ii) anything used, developed or delivered by or on behalf of Float under this Agreement; and (iii) any Modifications to the foregoing (i) and (ii).

3. Privacy and Electronic Communications

1. Customer understands that Personal Information, including the Personal Information of Permitted Users, will be treated in accordance with Float’s Privacy Policy located at https://floatcard.com/legal/#cad-privacy-policy and Applicable Laws, including applicable privacy laws.
2. When you use or view the Services or send e-mails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail, by text message or by posting notices through the SaaS Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
3. By subscribing for Services, you acknowledge and agree that Float will send you service-related e-mails relating to your Account, including service updates. These communications can be managed through user features made available through the Services from time to time. Your consent to receive communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. You may withdraw your consent to receive communications electronically by contacting us at support@floatcard.com. If you withdraw your consent (excluding consent to receive marketing communications), from that time forward, you must stop using the Services. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic communications provided or business transacted between us prior to the time you withdraw your consent. You acknowledge and agree that you are solely responsible for providing Float with accurate contact information
4. You acknowledge and agree that you are solely responsible for providing Float with accurate contact information for the purposes of any electronic communications between us and you, including your mobile device number and email address.

4. Customer User Account; Responsibility for Permitted Users

Upon Customer’s request, Float will issue one or more administrator accounts to Customer that provides Customer with the capability to create user accounts (each, a “Customer User Account”) for use by Customer and all individuals who are employees or contractors of Customer that Customer wishes to have access to and use of the SaaS Services, and if approved, the Charge Card Services (each user, and each administrator, a “Permitted User”). Customer will ensure that each Permitted User only uses the SaaS Services and the Charge Card Services through its assigned Customer User Account. Customer will not allow any Permitted User to share its Customer User Account with any other person.

1. You are responsible for identifying and authenticating all Permitted Users and for ensuring that the Permitted Users’ use of the SaaS Services and the Charge Card Services is in compliance with this Agreement. You are responsible for selecting who in your organization should have access to Cards. You agree to establish and maintain controls designed to ensure that all Permitted Users agree to the Permitted User Card Terms and that Permitted Users only use the Cards for Customer’s business purposes and in compliance with Card Network rules.
2. You will, and you ensure that all Permitted Users will keep the Customer User Accounts and Cards secure and access is only provided to Permitted Users. You will immediately disable Permitted User access to the Services or reduce spending limits where you know or believe your Customer User Account or any Card has been compromised or stolen or may be misused. You will promptly notify Float of any actual or suspected unauthorized use of the SaaS Services or the Charge Card Services and you will follow the notification process set out in the Customer Cardholder User Terms for reporting a lost or stolen or compromised Card.
3. You are ultimately responsible for Losses caused by Permitted Users, or other persons given access to the Charge Card Services, your Customer User Accounts, or Cards. We may suspend access to your Customer User Accounts or Cards if we believe your Customer User Accounts or Cards have been compromised, used for an unauthorized purpose or that not doing so may pose a risk to you, Float, Issuer, or any third parties.
4. If Company and a merchant have a dispute regarding a Charge identified on Company’s Periodic Statement, including delivery of the incorrect goods or services or being charged the wrong amount, Company should first attempt to resolve the dispute with the merchant. If such a dispute is not resolved to Company’s satisfaction or if Company believes the Charge is unauthorized, Company may initiate a Chargeback by contacting support@floatcard.com.

5. Support

Float will provide Customer with technical support for the SaaS Services (“Support Services”): (a) via email at support@floatcard.com; and (b) via Float’s knowledge base and documentation available online at help.floatcard.com.

6. Third Party Content; Websites or Services

Customer’s access to and use of certain functionalities provided in or through the Services may provide links or access to third party content, websites, services or systems. Float does not endorse any third party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems are not under the control of Float, and if Customer chooses to access any such content, websites, services, or systems Customer does so entirely at its own risk. Customer acknowledges that it may be required by to accept terms and conditions applicable to third party content, websites, services, or systems, that such terms may supersede the terms in this Agreement with respect to the use of such third party content, websites, services or systems, and Customer agrees to accept and comply with any such terms and conditions.

7. Charge Card Services

This Section 7 applies if you have applied for, and Float has approved you for the Charge Card Services and by submitting your application for the Charge Card Services, you accept and agree to the terms and conditions set out in this Agreement that apply to the Charge Card Services. Cards are issued to Permitted Users by the Issuer and you and Permitted Users are required to enter into relevant card terms and conditions with the Issuer in order to receive Charge Card Services.

1. The Charge Card Services: Float will make funds available to the Issuer in advance, on your behalf and up to your spending limit, to settle the transactions you make using your Card, subject to the terms and conditions set out in this Agreement (the “Charge Card Services”).
2. Spending Limits: Customer spending limits are set by Float and using Customer Data including available funds and spending patterns, unbilled volume, financial position including revenue, profitability and cash flow, the nature and history of your business, and anticipated use of Cards. We may not disclose exact spending limits but may provide guidance identifying whether specific transactions or monthly volumes may exceed any spending limits. Spending limits are dynamic and may be modified at any time with or without notice to you, including temporary increases or decreases to your spending limits or reducing spending limits to $0. Administrators may set Permitted User-specific limits or controls through your Customer User Account, but the aggregate spending limit for all Permitted Users may not exceed the total spending limit established for the Customer.
3. Periodic Statements: We will provide you periodic statements identifying Charges, refunds, or other amounts owed or credited to your Customer User Accounts, together with Fees. You are responsible for payment in full of all amounts showing as due on your Periodic Statement. Your Designated Account will be automatically debited for the full amount identified in the Periodic Statement at the end of each billing cycle and your Customer User Accounts will show the credit the day after payment is received. Unless otherwise specified in writing by Float, Periodic Statements for standard usage are issued monthly.
4. Overdue Amounts; Set-off: We may, at any time, without notice or demand, set off any credit you have with us, including any funds loaded onto a Card, or amounts we owe to you against any amount you owe us until everything you owe us has been fully repaid.
5. Suspension: We may suspend the Charge Card Services for any reason at any time, including where the Customer Data is incomplete, inaccurate or out of date, you cancel your PAD authorization without providing us with a substitute authorization or if you no longer have a Linked Account.

8. PAD Authorization

THIS SECTION PROVIDES AUTHORIZATION TO DEBIT YOUR BANK ACCOUNTS FOR AMOUNTS YOU OWE UNDER THIS AGREEMENT INCLUDING LINKED ACCOUNTS AND OTHER ACCOUNTS. PLEASE READ IT THOROUGHLY.

1. You authorize Float, and any financial institution designated by Float, to issue and process pre-authorized debits (“PADs”) and debit and credit the bank account you have designated for such purpose (“Designated Account”) for: (i) in respect of the Charge Card Services, the full amount owing under each Periodic Statement on the due date set out on the Periodic Statement; (ii) Fees invoiced to you on the due date set out on the applicable invoice; (iii) any other amounts that may become due and payable under this Agreement, including any overdue amounts, interest, Fees and other charges, on the next regularly scheduled debit date; and (iv) in the event that this Agreement is terminated, all outstanding amounts will be debited on the termination date. In the event that we are unable to debit the Designated Account  for amounts described above we may debit other Linked Accounts or Other Accounts to satisfy such amounts. Except where required by applicable law or the NACHA Rules, you waive your right to receive pre-notification of the amounts of the PADs or any change in the amounts of the PADs and agree that you do not require advance notice of the amounts of PADs or any change in the amounts of the PADs before the debits are processed. Such waiver of notification is not applicable to any one-time or sporadic debits for which Float is required to obtain your authorization in accordance with Rule H1 of the Canadian Payments Association.
2. For transactions governed under Payments Canada regulations, this is a business PAD. You must promptly tell Float, in writing, of any change to the Designated Account. You have certain recourse rights if any PAD does not comply with this authorization. For example, you have the right to receive reimbursement for any PAD that is not authorized or is not consistent with this authorization. To obtain more information on your recourse rights, you may contact your financial institution or visit www.payments.ca. You may revoke this authorization at any time, upon providing 30 days’ notice, in writing, to Float or as Float may advise from time to time. You may obtain a sample cancellation form or further information on your right to cancel a PAD agreement at your financial institution, by contacting Float or by visiting www.payments.ca. This authorization applies only to the method of payment and you agree that cancellation of this authorization does not terminate or otherwise have any effect on any contract that exists between you and Float, including this Agreement.
3. For transactions governed under NACHA rules, both parties agree to be bound by NACHA Operating Rules as they pertain to these transactions. You acknowledge that the origination of ACH transactions to your account must comply with the provisions of U.S. law.  You agree not to dispute these scheduled transactions with your bank provided the transactions correspond to the terms indicated in this authorization.
4. You understand that this authorization will remain in effect until it is canceled in writing, and you agree to notify Float in writing of any changes in its account information or termination of this authorization at least 30 days prior to the next billing date. You acknowledge that any changes an authorized representative makes to account information via an online customer portal will be considered written notice of change and will constitute authorization to charge the new account in place of the account previously identified.
5. If the above noted payment dates fall on a weekend or holiday, you understand that the payments may be executed on the next business day. You understand that because these are electronic transactions, these funds may be withdrawn from your account as soon as the above noted transaction dates, and that you will have limited time to report and dispute errors.  In the case the transaction is returned for Non-Sufficient Funds (NSF) you understand that Float may at its discretion attempt to process the charge again within 30 days, and you agree to an additional charge for each attempt returned NSF, which will be initiated as a separate transaction from the authorized payment. You have certified that the provided business bank account is enabled for ACH transactions, and agree to reimburse Float for all penalties and fees incurred as a result of your bank rejecting ACH debits or credits as a result of the account not being properly configured for ACH transactions.

9. Beta Services

We may, but do not have to, make Beta Services available to you. Any Beta Services are provided to you AS IS and AS AVAILABLE, without any warranty. We may use any Feedback about the Services or Beta Services freely and without restriction. Except where specifically agreed to by us in writing, we will not compensate or credit you for Feedback you provide to us.

10. Fees and Payment

1. Fees: Customer will pay to Float the fees disclosed to you when opening your Customer User Accounts or through our website (the “Fees”). Unless otherwise noted, all amounts owing under this Agreement are identified in Canadian dollars and all Fees relating to the SaaS Services are payable in advance. Fees will include foreign transaction and other fees.
2. Changes to the Fees: Float reserves the right to change the Fees and institute new charges upon providing not less than 30 days prior notice to you.
3. Invoicing: Float will prepare and send to the Customer, at the then-current contact information on file with Float, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts on the 1st day of the month following the invoice date, but in any event within 30 calendar days of the invoice date. This process does not apply to Fees payable in connection with the Charge Card Services and set out on your Periodic Statement.
4. Disputed Invoices or Charges: If Customer believes Float has charged or invoiced Customer incorrectly, Customer must contact Float through though the SaaS Services or by contacting the Support Services contact set out in Section 5 no later than 45 days after having been charged by Float or receiving such invoice or Periodic Statement in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the parties will discuss the disputed amounts in good faith in order to resolve the dispute.
5. Late Payment: Customer may not withhold or setoff any amounts due under this Agreement. Float reserves the right to suspend Customer’s access to the Services until all due and undisputed amounts are paid in full. Any failure to pay the full amount owed to Float when required is a breach of this Agreement. You are responsible for all costs or expenses that we incur collecting amounts owed but not timely paid, including legal or collections fees. If a payment you make is returned to us for any reason, you must pay us an NSF fee of $125, and if the reason is due to insufficient funds in your Designated Account, you must immediately, and in any event within three business days, deposit sufficient funds into the Designated Account in order for us to collect the overdue payment. In addition to any other rights we may have under this Agreement or at law, late payments will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid.
6. Taxes: The Fees set out in this Agreement do not include applicable sales, use, excise, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than taxes based on the net income or profits of Float.
7. Suspension: Any permitted suspension of the Services by Float pursuant to the terms of this Agreement will not excuse Customer from its obligation to make payments under this Agreement.

11. Confidential Information

1. Definitions: For the purposes of this Agreement, a party receiving Confidential Information (as defined below) will be the “Recipient”, the party disclosing such information will be the “Discloser” and “Confidential Information” of Discloser means any and all information of Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into this Agreement, including information concerning the Discloser’s past, present or future customers, suppliers, technology or business, and where Discloser is Customer includes Customer Data; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.
2. Confidentiality Covenants: Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its rights or perform its obligations under this Agreement: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates that have a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each party will take industry standard precautions to safeguard the other party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
3. Exceptions to Confidentiality: Notwithstanding subsection 11 (Confidentiality Covenants), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by Applicable Law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the party’s business; or (iii) in the case of Float, to potential assignees, acquirers or successors of Float if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Float.
4. Publicity: We may identify you as a customer on the Website or on other promotional communications during the term of this Agreement and you grant us rights to use your trademarks and business name for such limited purpose. Please notify us if you prefer that we not identify you as a Float customer and we will remove references to you on our Website and promotional communications.

12. Warranty; Disclaimer

1. Customer Warranty: Customer represents and warrants to, and covenants with Float that:
   1. the Customer Data will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each Permitted User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by Applicable Laws, to enable Float to provide the Services, including with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, including by or to Float and to or from all applicable third parties;
   2. all Customer Data provided to Float is, at all times, true and complete and up to date;
   3. you are, and will continuously throughout the term of this Agreement be, duly organized and in good standing under the laws of your jurisdiction of formation;
   4. each Permitted User has the requisite organizational power and authority to conduct business and manage the Customer User Account;
   5. you are not a consumer within the meaning of applicable consumer protection laws, or a sole proprietor; and
   6. you and each Permitted User will not engage in activities prohibited by this Agreement or the Customer Cardholder Card Terms or the Permitted User Card Terms., as applicable
2. GENERAL DISCLAIMER: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, FLOAT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY FLOAT TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND FLOAT DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY LICENSED THIRD PARTY TECHNOLOGY IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, FLOAT HEREBY DISCLAIMS ALL IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

13. Indemnities

1. Float Indemnity: (i) Float will indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents (each, a “Customer Indemnitee”) from and against any and all Losses incurred by a Customer Indemnitee arising out of or relating to any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise (collectively, an “Action”) by a third party (other than an affiliate of a Customer Indemnitee) that arise from or relate to any allegation that the SaaS Services infringe any third party Intellectual Property Right in Canada or the United States. (ii) Float’s obligations under subsection (i) do not apply to any Action or Losses arising out of or relating to any of the following (“Excluded Claims”): (A) incorporation of any SaaS Services into, or any combination, operation, or use of any SaaS Services with, any products or services not provided or authorized by Float, unless such infringement would also have resulted solely from the use of the SaaS Services without their incorporation in, or combination, operation or use, with such other products or services; (B) Modification of any SaaS Services other than by Float or with Float’s express written approval; or (C) unauthorized use of the SaaS Services. (iii) If the SaaS Service is, or in Float’s opinion is likely to be, claimed to infringe, misappropriate, or otherwise violate any third party Intellectual Property Right, or if Customer’s use of any SaaS Service is enjoined or threatened to be enjoined, Float may, at its option and sole cost and expense: (A) obtain the right for Customer to continue to use the affected SaaS Services materially as contemplated by this Agreement; (B) Modify or replace SaaS Services, in whole or in part, to seek to make the SaaS Services (as so modified or replaced) non-infringing while providing materially equivalent features and functionality, in which case such Modifications or replacements will constitute SaaS Services under this Agreement; or (C) if Float determines that neither of the foregoing two options are reasonably available, by written notice to Customer, terminate this Agreement and require Customer to immediately cease all use of the SaaS Services or part or feature thereof.
2. Customer Indemnity: Customer will defend, indemnify and hold harmless Float, and its officers, directors, employees and agents (each, an “Float Indemnitee”) from and against any and all Losses incurred by a Float Indemnitees arising out of or relating to any Action by a third party (other than an affiliate of a Float Indemnitee) that arise from or relate to:
    (i) Customer Data; (ii) Customer’s breach of subsections 1 (Restrictions on Use) or subsection 12 (Customer Warranty); (iii) unauthorized use Services by Customer or any Permitted User; (iv) Excluded Claims; (iv) a dispute over a Charge between Customer and a merchant; or (v) Customer’s or a Permitted User’s breach of this Agreement, the Customer Cardholder Card Terms or the Permitted User Card Terms.
3. Indemnification Procedure: Each party will promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to this Section 13. The party seeking indemnification (the “Indemnitee”) will cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such Action and will employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 13 will not relieve the Indemnitor of its indemnity obligations under this Section 13 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

14. Limitation of Liabilities

1. AMOUNT: EXCEPT AS OTHERWISE PROVIDED IN SUBSECTION 14 (EXCEPTIONS), TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
2. TYPE: EXCEPT AS OTHERWISE PROVIDED IN SUBSECTION 14 (EXCEPTIONS), TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THE SERVICES OR THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
3. Exceptions: The exclusions and limitations in Subsections 14 (Amount) and (Type) do not apply to: (i) either party’s obligations under Section 11; (ii) Losses arising out of or relating to Customer’s breach of its obligations under Subsection 1 (Restrictions on Use) or Section 10 (Fees and Payment); or (iii) Losses arising out of or relating to a party’s gross negligence or more culpable conduct, including any willful misconduct or intentionally wrongful acts.

15. Term and termination

1. Term: This Agreement will continue to be in effect until it is terminated in accordance with its terms (the “Term”).
2. Termination for Convenience: Either party may terminate this Agreement at any time by providing at least 30 days’ advance written notice to the other party. If you have been approved for the Charge Card Services, either you or we may terminate the Charge Card Services at any time by providing at least 30 days’ advance written notice to the other party, and in such case, the remainder of this Agreement will continue to be in effect.
3. Termination for Cause: Either party may terminate this Agreement by giving to the other party written notice of termination upon the occurrence of any of the following events: (i) the other party breaches or defaults on any of the material terms or conditions of this Agreement (including Customer’s payment obligations under Section 10) and fails to cure such breach or default within thirty (30) days of written notice thereof; except that, in the event of any breach that is incapable of being cured, such termination will be effective immediately; (ii) the other party makes any assignment for the benefit of creditors or is unable to pay its debts as they mature in the ordinary course of business; or (iii) any proceedings are instituted by or against the other party under any insolvency laws or for reorganization, receivership or dissolution. In addition, we may terminate this Agreement for cause if you cancel your PAD authorization without providing a replacement authorization, if any debit through your PAD fails, if you dispute any debit made through your PAD authorization with your financial institution for amounts properly due under this Agreement or if you have been approved for the Charge Card Services and, you fail to maintain a Linked Account with us.
4. Effect of Termination; Transition: Upon termination of this Agreement or the Charge Card Services, as applicable, you will immediately cease accessing or using the Services, or the Charge Card Services, as applicable, and will immediately pay us all outstanding amounts, including any outstanding Charges, Fees or Fines that are outstanding as of the termination date. Within thirty (30) calendar days following termination of this Agreement, Float will, at Customer’s option, return to Customer or delete or otherwise render inaccessible any Customer Data that remains in the hardware or systems used by Float to provide the SaaS Services.
5. Survival: The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 10, Section 11, Section 12, Section 14, Subsection 15 (Survival), and Section 16.

16. General Provisions

1. Notices: Notices sent to either party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the party to whom a notice is being given. Notices must be sent: (i) if to Float, to the following address: 151 Charles Street West, Suite 199, Kitchener, Ontario, N2G 1H6; Attention: Ruslan Nikolaev; Email: ruslan@floatcard.com and (ii) if to Customer, to the current postal or email address that Float has on file with respect to Customer. Float may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Float current at all times during the Term.
2. Assignment: Float may, upon giving written notice to Customer, assign its rights and obligations under this Agreement to any of its affiliates or pursuant to a merger, amalgamation or other corporate reorganization or a sale of substantially all of its assets relating to that portion of its business that delivers the Services. In this case, such assignee will have and may exercise all the rights, and will assume all of the obligations, of Float under this Agreement, except that the assignment will not release Float from liability for Float’s obligations under this Agreement. Except for such permitted assignment, neither party may assign this Agreement or any rights or obligations under this Agreement without the prior written consent of each of the other party. This Agreement ensures to the benefit of and is binding upon the parties and their respective successors and permitted assigns.
3. Governing Law and Attornment: This Agreement is governed by the law, jurisdiction, and venue set out in the table below, without regard to conflict of laws principles that would require the application of the laws of another jurisdiction. You submit to the exclusive jurisdiction of the courts set out in that table.

Float may: (i) commence lawsuits to collect unpaid fees from Customer; and (ii) seek injunctive relief with respect to a violation of Float’s Intellectual Property Rights; in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

4. Export Restrictions: Customer agrees not to directly or indirectly export or re-export any of the Services without first obtaining all required licenses, permits and permissions required under Applicable Law. Float makes no representation or warranty that the Services may be exported without Customer first obtaining appropriate licenses or permits under Applicable Law, or that any such license or permit has been, will be, or can be obtained.
5. Construction: Except as otherwise provided in this Agreement, the parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect.
6. Force Majeure: Neither party will be liable for delays caused by any event or circumstances beyond that party’s reasonable control, including acts of God, pandemics, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites (“Force Majeure”).
7. Severability: Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
8. Waiver: A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
9. Independent Contractors: Float’s relationship to Customer is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and neither party will represent to any third party that it has, any authority to act on behalf of the other party.
10. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the parties, whether written or oral.

English Language: It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

17. Definitions:

1. “Applicable Laws” means applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any Governmental or Regulatory Authority.
2. “Beta Services” means beta or pre-release products or services, which may contain features and functionality that are incomplete or subject to substantial change or discontinuation.
3. “Cards” means the pre-paid physical or virtual payment cards issued by the Issuer and managed through your Customer User Accounts.
4. “Card Networks” means the payment card networks such as Visa or Mastercard.
5. “Charge” means a payment for goods or services made to a merchant that accepts payments on the applicable Card Network.
6. “Customer”, “you” or “your” means the entity that has one or more Customer User Accounts.
7. “Customer Cardholder Card Terms” means the Float Visa Prepaid Card Cardholder Agreement between Customer and Issuer https://floatcard.com/legal/#cad-cardholder-agreement.
8. “Customer Data” means any data, information, content, records, and files that you or any of your Permitted Users loads into, transmits to or enters into the SaaS Services or that is provided via a Linked Account, other information disclosed to us, or Third Party Services, including but not limited to Personal Information and Financial Data.
9. “Feedback” means all feedback, suggestions, ideas, or enhancement requests you submit to us.
10. “Financial Data” means Customer’s bank balance, transaction information, internal or accounting statements, and other account information accessible to Float through Linked Accounts, Other Accounts, Third Party Services, or the Charge Card Services application process.
11. “Fines” means all fines, fees, penalties, or other charges imposed by the Issuer or a Governmental or Regulatory Authority arising from your breaching of this Agreement, any other agreement between you and us, the Customer Cardholder Card Terms or a breach of the Permitted User Cardholder Terms by a Permitted User.
12. “Float”, “we”, “us” or “our” means Float Financial Solutions Inc.
13. “Governmental or Regulatory Authority” means any national, provincial, state, county, municipal, quasi-governmental or self-regulatory department, authority, organization, agency, commission, board, tribunal, regulatory authority, dispute settlement panel or body, bureau, official, minister, Crown corporation, or other law, rule or regulation-making entity having jurisdiction over Float, Customer, the Services, the Customer Data, any partner financial institution or any other person, property, transaction, activity, event or other matter related to this Agreement, including subdivisions of, political subdivisions of and other entities created by, such entities.
14. “Instant” means the swift initiation or conclusion of an action or event with minimal perceptible temporal gap.
15. “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 or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
16. “Issuer” means Peoples Trust Company, the issuer of the Cards in Canada or Thread Bank, the issuer of Cards in the United States, as applicable. 
17. “Linked Account” means any account that is held with a financial institution or that provides Financial Data and is linked to or authorized for use through your Customer User Accounts..
18. “Loss” or “Losses” means any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
19. “Other Accounts” means accounts for which Financial Data has been disclosed to Float during the Charge Card Services application process and used by Float in the determination of a Customer’s credit limit, but which is not a Linked Account.
20. “Periodic Statement” means the periodic statements identifying Charges, Fees, Fines, refunds, or other amounts owed or credited to your Customer User Accounts during each billing cycle.
21. “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
22. “Permitted User Cardholder Terms” means the Float Visa Prepaid Card – Card User Terms and Conditions https://floatcard.com/legal/#cad-card-user-agreement between a Permitted User and the Issuer.
23. “Personal Information” means information about an identifiable individual or information that is subject to applicable privacy or data protection laws.
24. “Professional Services” means any consulting, training and other professional services that Float may provide to you.
25. “Rewards” refer to incentives and benefits provided by Float to customers for specific actions, engagements, or transactions conducted within the platform. Rewards may encompass various forms, including but not limited to Cashback, Yield, promotional items, access to exclusive features, or other tangible or intangible benefits, as determined by Float.
26. “SaaS Services” means: (i) services through which Float hosts and makes available the Float employee spend management solution, including issuing Cards, setting limits for expenditures made using those Cards, and tracking spending by individual employees to manage and track business spend; (ii) any component or Modification of the services referred to in (i); and (iii) the Support Services.
27. “Services” means the SaaS Services, Charge Card Services, and the Professional Services (or any part thereof).
28. “Third Party Services” means services and data provided by third parties connected to or provided through the Services. Third Party Services include accounting or expense management platforms (for example, QuickBooks, Expensify, Xero, and NetSuite), payment processors and e-commerce platforms (such as Shopify or Magento), and applications used to monitor Linked Accounts (for example, Flinks, Plaid or Finicity).
29. “Third Party Service Provider” means an affiliate or other third party that assists us in providing the Services to you, that supports our internal operations, or that provides other services related or connected to, or provided through the Services and a Customer User Account.
30. “User” individuals fulfilling specific roles within Float, including but not limited to Spenders, Accounts Payable Clerks, Bookkeepers, Managers, and Administrators. Each of these roles may have distinct permissions, responsibilities, and access levels within our platform.
31. “Website” means any websites used by Float to provide the SaaS Services, including the websites located at https://stripe.com, https://auth0.com, https://marqeta.com, https://verygoodsecurity.com, https://synctera.com.

Float Financial Solutions Privacy Policy

Last Updated: November 2022

Float Financial Solutions Inc. and its subsidiary Float Financial Solutions US Inc. (“Float”) have prepared this privacy policy to explain the manner in which we collect, use and disclose personal information, including personal information that we collect through floatcard.com (the “Website”) and information we processes on behalf of our customers in connection with the use of our services

Children under the Age of 13

Our Website is not intended for children under 13 years of age. No one under age 13 may provide any information to the Website or receive our services. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information on this Website. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at the information provided in the “Contact Us” section of this privacy policy.

For residents of Quebec, the above is applicable for children under 14.

Collection and use of personal information

• Information we collect and use on behalf of our customers: Float provides an online spend management platform through which our customers can load funds onto prepaid payment cards or set limits on a charge card (collectively the “Float Cards”), set rules and budgets for expenditures made using those Float Cards, and track spending by individual employees manage and track business spending. In the course of providing these services, we receive and process personal information to provide the services to our customers as described below.
• Information required to provide the Platform:  In order to provide the platform to our customers, we collect, use, and disclose personal information of individuals, including employees to whom our customers have issued Float Cards. The personal information we collect, use, and disclose includes business contact information such as name, job title, and company email address, as well as spend information (such as the type, dollar amount, and frequency of transactions). We use this information to provide spend management services on behalf of our customers, including to process and approve transactions and derive insights for our customers on employee spending patterns. All personal information collected or derived from an employee may be shared with our customer that issued Float Cards to those employees. We do not use this information for any other purpose except as set out in this privacy policy, customer’s agreement with us, or as required or permitted by applicable laws.
• Transaction Data: We may collect certain information from Float Card users, such as payment amounts, Float Card number, transactions, and purchase details, amounts, and locations, as well as receipt data, which includes information that you submit to us to process your receipts, such as photos and support team messages. We use this information to operate and manage our service and the Float Cards, including preventing and detecting fraudulent or unauthorized transactions. We may also use this information to understand how our customers use the Service and Float Cards and to improve them.
• Support Services: We may collect certain information (such as name, email address and nature of the inquiry) when we provide user support services by phone, email or within the platform, including to send you technical notices, updates, security alerts, information regarding changes to our policies, and support administrative messages.
• Use of the Platform: We may monitor use of the platform by our customers’ employees or other authorized users in order to detect, investigate or prevent any actual or potential violation of our terms and conditions. We may also generate aggregated, non-identifiable data and use such information to monitor the performance, use and stability of the platform and to improve our services.

Information we collect and use through our Website, platform, and other interactions

• Account Information:   We collect and use customer information in order to create an account that can be used to access and use the platform. This information includes customer name, billing address and other business contact information (email addresses, phone numbers), as well as a username and password that you create. We use this information to create and administer user accounts, authenticate users, process payments, and manage access and control rights. We ask that you do not disclose your password to anyone, and you are responsible for keeping your password confidential. We will never ask you for your password in any unsolicited communication (such as letters, phone calls or email messages). If you become aware of any unauthorized access to or use of your account, you are required to notify us immediately.
• Company Data: With your consent, when you sign up for Float Cards we collect details about your company and its ownership, such as business owner name, email address, date of birth and home address, in order to comply with our legal and regulatory obligations under applicable Anti-Money Laundering legislation. When you connect your bank account via our third party partners, we collect information such as your balance, routing and account numbers, transaction history and tax identification number. When you connect your company’s accounting software to the platform, we collect details about your financial data. We use this information to operate and manage the Float Cards, including determining eligibility for the Float Cards, providing underwriting services, and otherwise providing services requested by you. We may also use this information to improve our Float Cards and services.
• Booking a Demo:  If you request a free consultation or demo, we may collect your name, job title, and business contact information (including company email and phone number), and certain information about your company. We use this information to contact you and otherwise facilitate or provide you with your consultation or demo.
• Marketing communications:  We may send you communications (including by mail and email). We collect your email address as well as other information to help us tailor communications to you regarding our platform and other products and services that we believe are of interest to you. You can unsubscribe at any time by clicking the “unsubscribe” link included at the bottom of each email. Alternatively, you can opt-out of receiving email marketing communications by contacting us at the contact information provided in the “Contact Us” section below. Please note that you may continue to receive transactional or account-related communications from us.
• Employment:  If you apply for a job with us, we may collect certain personal information about you (such as information that would be contained in a resume, cover letter, or other employment-related materials). We use this information for the purpose of processing, evaluating and responding to your application.
• Surveys:  From time to time, we may offer our customers the opportunity to participate in one of our surveys. The information obtained through our surveys is used in an aggregated, de-identified form. We use this information to help us understand our users and to enhance our Website.
• Contact Us:  When you contact us with a comment, question or complaint through email, telephone, or the Website, you may be asked for information that identifies you, such as your name, email address, and a telephone number, along with additional information we need to help us promptly answer your question or respond to your comment. We may retain this information to assist you in the future and to improve our customer service and service offerings.

Sharing of personal information

We do not sell or disclose personal information to third parties without your consent, except as set forth below or as required or permitted by law.

• Service Providers:  Personal information will be transferred (or otherwise made available) to certain third parties that provide services on our behalf. We use service providers to provide services such as hosting the Website and our platforms, and providing payment processing, authenticating users, advertising, and marketing services. Personal information that we process on behalf of customers in the course of providing the platform services will be transferred (or otherwise made available) to third parties that provide services on our behalf. We use service providers to provide services such as issuing Float Cards, loading funds and processing payments, integrating with and withdrawing funds from company bank accounts, scanning and managing receipts, hosting the Website, authenticating users, and providing advertising and marketing services. Our service providers are only provided with the information they need to perform their designated functions and are not authorized to use or disclose personal information for their own marketing or other purposes. Our service providers may be located in the U.S., Canada or other foreign jurisdictions.
• Third-Party Applications:  Customers may choose to export their transaction data or other personal information to third-party applications with whom the customer has a relationship, including tax management and filing services. Float will share personal information with such third parties as instructed by the customer.
• Legal and Compliance:  We and our Canadian, U.S. and other foreign service providers may provide personal information in response to a search warrant to other legally valid inquiry or order, or to another organization for the purposes of investigating a breach of an agreement or contravention of law or detecting, suppressing or preventing fraud, or as otherwise may be required or permitted by applicable Canadian, U.S. or other law or legal process, which may include lawful access by U.S. or foreign courts, law enforcement or other government authorities. Your personal information may also be disclosed where necessary for the establishment, exercise or defence of legal claims and to investigate or prevent actual or suspected loss or harm to persons or property.
• Sale of Business:  We may transfer any information we have about you as an asset in connection with a proposed or completed merger, acquisition or sale (including transfers made as part of insolvency or bankruptcy proceedings) involving all or part of Float Financial Solutions Inc. or as part of a corporate reorganization or other change in corporate control.
• Subsidiaries and Affiliates: We may disclose personal information that we collect or you provided as described in this privacy policy to our subsidiaries and affiliates.

Information collected through automatic data collection technologies

As you navigate through and interact with our Website, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, as described in this section.

We also may use these technologies to collect information about your online activities over time and across third-party websites or other online services (behavioral tracking). For information about how you can opt out of behavioural tracking from many providers, see Choices About How We Use and Disclose Your Information.

The Website does not respond to do not track signals.

• Visiting our Website: We collect the IP (Internet protocol) addresses of all visitors to our Website and other related information such as page requests, browser type, operating system and average time spent on our Website. We use this information to help us understand our Website activity and to monitor and improve our Website.
• Cookies:  Our Website uses a technology called “cookies.” A cookie is a tiny element of data that our Website sends to a user’s browser, which may then be stored on the user’s hard drive so that we can recognize the user’s computer or device when they return. You may set your browser to notify you when you receive a cookie or to not accept certain cookies. However, if you decide not to accept cookies from our Website, you may not be able to take advantage of all of the Website features.
• Web Beacons. Pages of our Website and our emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit us, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
• Analytics:  We may also use a third party such as Google Analytics to help us gather and analyze information about the areas visited on the Website (such as the pages most read, time spent, search terms and other engagement data) in order to evaluate and improve the user experience and the Website. For more information or to opt-out using the Google Analytics opt-out browser add-on, see “How Google uses data when you use our partners’ sites or apps” and “Google Analytics and Privacy.”
• Third Party Links:  Our Website may contain links to other websites that Float does not own or operate. We provide links to third party websites as a convenience to the user. These links are not intended as an endorsement of or referral to the linked websites. The linked websites have separate and independent privacy policies, notices and terms of use. We do not have any control over such websites, and therefore we have no responsibility or liability for the manner in which the organizations that operate such linked websites may collect, use or disclose, secure and otherwise treat personal information. We encourage you to read the privacy policy of every website you visit.
• Third Party Use of Cookies: Some content or applications, on the Website are served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our website. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content. We do not control these third parties’ tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted advertising from many providers, see Choices About How We Use and Disclose Your Information.

Safeguards and retention

Safeguarding your personal information is very important to us. We have implemented reasonable administrative, technical and physical measures in an effort to safeguard the personal information in our custody and control against theft, loss and unauthorized access, use, modification and disclosure.   We restrict access to personal information on a need-to-know basis to employees and authorized service providers who require access to fulfill their job requirements.

We have record retention processes designed to retain personal information for no longer than necessary for the purposes set out herein or as otherwise required to meet legal or business requirements.  This retention process does not apply to personal information that has been aggregated or anonymized such that it does not identify you personally.

Choices About How We Use and Disclose Your Information

We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:

• Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe’s website. If you disable or refuse cookies, please note that some parts of this site may then be inaccessible or not function properly.
• Promotional Offers from the Company. If you do not wish to have your contact information used by us to promote our own or third parties’ products or services, you can unsubscribe at any time by clicking the “unsubscribe” link included at the bottom of each email or by contacting us at the contact information provided in the “Contact Us” section below. Please note that you may continue to receive transactional or account-related communications from us after you unsubscribe.

We do not control third parties’ collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative (“NAI”) on the NAI’s website.

Access to information

If we receive a request from an individual to access or update personal information we maintain on behalf of a customer, we will direct that individual to the relevant customer. We will assist our customers wherever possible in responding to individual access requests. Subject to applicable law, you may have the right to access, update and correct inaccuracies in your personal information in our custody or control. You may request access, updating and corrections of inaccuracies in your personal information in our custody or control by emailing or writing to us at the contact information set out below. We may request certain personal information for the purpose of verifying the identity of the individual seeking access to his or her personal information records.

Updates to this privacy policy

We may update this privacy policy periodically to reflect changes to our privacy practices. We encourage you to periodically review this page to ensure you are familiar with those changes. We will indicate at the top of this privacy policy when it was most recently updated.

Contact us

If you have any questions or comments about this privacy policy or the manner in which we or our service providers treat your personal information, or to request access to our collection of your personal information, please contact us at:

Ruslan Nikolaev
+1 (833) 944-3175
legal@floatcard.com

Float Visa* Prepaid Card Cardholder Agreement

The following terms and conditions of this Agreement apply to the Float Visa Prepaid Card (“Card“)

By activating or using any Card, or providing a Card to a Business Administrator or Card User, you are agreeing to these terms and conditions in respect of each Card. Cards are issued to you, Business Cardholder, and may be administered by Business Administrators and used by Card Users to initiate transactions on your Card.

Information Disclosure Summary (detailed terms and conditions will follow):

Card Issuer: Cards are issued by Peoples Trust Company pursuant to a licence from Visa International Incorporated.

Card information and inquiries: If you have questions regarding your Business Account or the Cards, including the Balance on a Card, these terms and conditions, or want to make a complaint, you may contact Float customer service by calling the following toll-free number 1-833-944-3175.

Key Card features and restrictions

• Cards are either a physical or virtual card.  If a virtual card, the Card number will be made available to you via the API, which you may make available to your Business Administrator or Card Users. 
• Cards do not carry a Balance when issued.
• Card transactions are paid from the Settlement Funds held in your Business Account you provide to us to fund the Float Card Program.  
• Float may offer and provide services to Business Cardholders and Card Users as a service to Business Cardholders, and not on behalf of Peoples Trust Company. Those services provided by Float are subject to the Float Terms between Float and Business Cardholders or Card Users.
• We do not charge fees for the use of a Card. You may be charged a third-party fee by certain third parties, including retailers and financial institutions involved in the Card transaction. Such third-party fees and charges are not within our power and control. Third-party fees are part of the cost of the transaction and will be reflected in transaction costs for Card usage. You agree and authorize us to pay such fees and charges, if any, from the Settlement Funds held in your Business Account.
• Business Cardholders and Card Users must be of the age of majority in the jurisdiction where they reside.
• Business Cardholders and Card Users must be a Canadian citizen or residing in Canada. 
• Only you or your Business Administrator may add funds from the Settlement Funds to a Card Account.
• Neither you, your Business Administrator, nor a Card User has a right to stop the payment of any Card transaction once it has been initiated.
• Cards may not be used to access or receive cash or to make cash withdrawals.
• Cards may not be used to commit or facilitate illegal activity.
• Cards are not eligible for protection under any zero liability policy.
• You or your Business Administrator may cancel a Card by contacting us at 1-833-944-3175 or support@floatcard.com.
• Each Card is subject to certain limits, as set out below. The limits are the lower of: (a) the limits set by the Business Cardholder or the Business Administrator and (b) the limits set forth by Peoples Trust.

Limits

Fraud: A Card may be deactivated by us at any time if fraud or any other illegal or prohibited activity is suspected related to a Card or use of a Card.

Card expiry and access to funds: Your right to use the funds loaded on the Card does not expire. The Card has an expiry date printed on the front. Funds will expire within four (4) years. Funds loaded on a Card that are not used will remain available to you for loading onto other Cards and your use in the Float Card Program. 

Funds loaded onto a Card are not insured by the Canada Deposit Insurance Corporation (CDIC).

Lost or stolen Card: You must take all reasonable steps to protect a Card against unauthorized use. If a Card is misused, you must immediately notify us at 1-833-944-3175 or support@floatcard.com.  You are responsible and must pay for all Card transactions, without limitation, that are completed before you notify us and also for all Card transactions that you approve on any Card even after you have notified us.  

Split Tender Transactions: If the Balance is not sufficient to cover the full point of sale Transaction Amount, you may ask the merchant if they will accept a split tender transaction. A split tender transaction allows you to use the remaining Balance to pay for part of the Transaction Amount and cover the difference with another form of payment (e.g., cash, cheque, credit or debit). If you fail to inform the merchant that you would like to complete a split tender transaction prior to using your Card, your Card may be declined. Merchants do not have to and may not agree to accept split tender transactions. 

Key Responsibilities, as Business Cardholder, under this Agreement includes:

• You must take all reasonable steps to protect Cards against unauthorized use. If you suspect that a Card has been or may be misused, you must disable or prevent use of such Card and notify us immediately.
• You must disable or prevent use of a Card immediately upon request by us.
• If any information associated with a Card changes, including Business Administrator or Card User information, you must notify us of the change(s). 
• If you become aware that the information associated with a Card is incorrect, you must notify us of the correct information. 
• If you find an error, omission, or indication of fraud or unauthorized use in any transaction record, you must immediately communicate your concerns to us, by calling the customer service number. Please provide all relevant information related to the transaction, including, the Card User and Card information.
• You agree and shall be responsible for notifying your Business Administrator and Card Users of their authority and obligation under this Agreement and the Card User Terms and Conditions. You agree and shall be responsible for ensuring your Business Administrator and each Card User complies with this Agreement and the Card User Terms and Conditions. Each Card User must accept this Agreement and the Card User Terms and Conditions to receive and use a Card. You must indemnify us against any and all claims of any kind by any Business Administrator and Card User in relation to their participation in the Float Card Program and the use of a Card. 
• You agree to collect and provide us with information about you, your Business Administrator, and your Card Users as may reasonably be requested by us from time to time or as stipulated in policies and procedural requirements we provide to you.  You will collect and provide us with any Card User information required for our compliance with Applicable Law, our fraud and legal compliance risk management policies and procedures applicable to the Card Program, or as required to provide services in respect of a Card. To the extent Applicable Law requires us to collect and keep records of Card User information, you agree to collect and retain that information as our agent and provide it to us promptly upon request.
• You must obtain valid consent of each of your representatives, your Business Administrator, a Card User or Card User representatives, to share their personal information with us as contemplated in this Agreement. 
• If you wish to dispute a transaction on your Card, you must notify us in writing of your dispute within sixty (60) days of the transaction date.

Detailed Terms and Conditions

Definitions:

For the purposes of this Agreement only, the following terms will have the meanings set forth below:

• ‘Affiliate’ an entity is an “affiliate” of another entity in this Agreement, if one of them is controlled by the other or both are controlled by the same person or entity.  For purposes of this definition, a person or entity controls an entity if that person or entity has any direct or indirect influence that, if exercised, would result in control in fact over the other entity. 
• ‘Agreement’ means the terms and conditions in this Float Visa Prepaid Card Cardholder Agreement between Peoples Trust Company and you and all documents that are expressly referred to herein, which governs the Float Card Program and the use of Cards, as amended from time to time.
• ‘Amendment’ refers to any change to a term or condition of this Agreement or the addition of a new term or condition, including increasing or adding new fees.
• ‘API’ means the application programming interface which we will make available to you to allow you to provide Card Users with access to Cards or deliver Card details to you, the Business Administrator or Card User to process payment against Cards.
• ‘Applicable Law’ means the law that applies to you or us, or which govern our relationship, including but not limited to, as applicable, the Trust and Loan Companies Act (Canada), the Personal Information Protection and Electronic Documents Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, Canada’s Anti-Spam Legislation (CASL), or any other statute, regulation or operating rule of any Governmental Authority or any other regulatory authority that Peoples Trust and the Program Manager are subject to, or any bylaw, operating rule or regulation of Visa, including any requirement to comply with PCI DSS.
• ‘Balance’ means an amount of funds that are loaded onto a Card, if any.
• ‘Business Account’ means the records we maintain to account for the value for the funds available for associated Cards issued at your or your Business Administrator’s request and the Card Accounts for such Cards. 
• ‘Business Administrator’ means any designated person authorized by you, the Business Cardholder, to administer the Business Account and associated Card Account(s) and/or the Business Cardholder’s behalf in connection with this Agreement, including without limitation designating Card Users, funding Card Accounts, and setting Card Account limitations. 
• ‘Business Cardholder’, ‘you’ or ‘your’ means the entity that has qualified for and established a Business Account and one or more Card Account(s). 
• ‘Canada’s Anti-Spam Legislation (CASL)’ means an Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada), and its regulations, as may be amended from time to time.
• ‘Card’ means each Float Visa Prepaid Card issued in the Float Card Program; a physical or virtual card, issued by us to Business Cardholder, and which Business Cardholder may permit to be used by a Card User to pay for transactions.  Any references to Card, includes the Card number.
• ‘Card Account’ means a sub-account of the Business Account and the records maintained by us for each Card associated with the Business Account that is requested by the Business Cardholder or any Business Administrator.
• ‘Card User’ means any person or entity that is provided with a Card by or at the request of the Cardholder for use or to make payments through the Card Program, or any person or entity who has possession of a Card that has not been reported to us as lost, stolen or compromised, or who is otherwise authorized by the Cardholder to use a Card, in each case excluding an Eligible Travel Provider in respect of its receipt and use of a Card to process payments made by or on behalf of a Card User. 
• ‘Float’ refers to Float Financial Solutions, Inc., an Ontario corporation that services the Program and hosts the Website, as part of its business of assisting Business Cardholders in managing corporate expenses, and its successors, affiliates or assignees. 
• ‘Float Card Program’ or ‘Program’ means the program through which we issue one or more Cards to the Business Cardholder for use by you, your Business Administrator or Card Users to assist the Business Cardholder in managing corporate expenses.
• ‘Float Terms’ mean any agreement(s) between Float and any Business Cardholder or Card User that govern the provision of Float services. 
• ‘Governmental Authority’ means any federal, provincial, territorial, regional, municipal or local governmental authority, quasi-governmental authority (including the Office of the Superintendent of Financial Institutions), government organization, court, commission, board, professional agency, tribunal, organization, or any regulatory, administrative or other agency, or any political or other subdivision, department, or branch of any of the foregoing, in each case to the extent it has jurisdiction over Peoples Trust Company and/or Peoples Trust’s service providers or any Person, property, transaction, activity, event or other matter related to this Agreement. The above definition is deemed to include any interim or permanent transferee or successor of a Government Authority’s underlying mandate, function or activity.
• ‘PCI DSS’ means a multifaceted security standard defined by Payment Card Industry Security Standards Council and includes requirements for security management, policies, procedures, network architecture, software design and other critical protective measures.
• ‘Peoples Trust’ means Peoples Trust Company, the issuer of the Card, or any of its Affiliates or their respective successors or assigns.
• ‘Program Manager’ means Marqeta, Inc. or any of its Affiliates. 
• ‘Settlement Funds’ means the funds transferred to and held in your Business Account for purposes of settling Card transactions.
• ‘Transaction Amount’ is the amount that is debited from the Balance in connection with the use of a Card to purchase goods or services, which includes the amount of the Balance to be transferred, the taxes, if any, and any third party fees imposed and that must be paid to complete the transaction.
• ‘Visa’ means Visa International Incorporated, and its successors and assigns.
• ‘Visa Conversion Rate’ means the rate that we pay to Visa to convert foreign currency to Canadian currency.
• ‘We’, ‘us’, and ‘our’ mean Peoples Trust, and as applicable, third-party service providers to Peoples Trust, including the Program Manager, when acting in that capacity to manage some or all of the Card Program for Peoples Trust.
• “Website” means floatcard.com.

Acceptance: This Agreement constitutes a binding agreement between you and us with respect to the terms of use of each Card, including use by Business Administrator and each Card User, and the Float Card Program. You agree and shall ensure the Business Administrator and each Card User is made aware of the rights and restrictions that apply to participation in the Float Card Program and use of a Card under this Agreement. You agree and shall ensure the Business Administrator and each Card User complies with this Agreement. You also agree and shall ensure that each Card User agrees to the Float Visa Prepaid Card – Card User Terms and Conditions in a form approved by Peoples Trust, and agree that you will comply with all requirements of Applicable Law when obtaining agreement to those terms and conditions from your Card Users.

The Card: The Card is a Visa Prepaid Card that can be used at any merchant that accepts Visa, subject to the limitations set out in this Agreement on the manner of use, including those in the Information Disclosure Summary above.

Activating the Card: The Card cannot be used for any purpose until it has been activated. Virtual Cards are activated upon issuance and must be added to a mobile wallet for use. To activate your physical Card, follow the instructions provided on or with the Card. Whether or not the Card has an activation sticker adhered to the Card face, you must sign the back of the Card and select a PIN.

Ownership and Use of the Cards: You represent and warrant to us and agree that: (a) you will not permit any Card User to use a Card unless: (i) the Card User is of the age of majority in the jurisdiction which they reside; and (ii) the Card User is a Canadian citizen or residing in Canada; (b) the information you provide about Card Users is or will be truthful, accurate, current, and complete, and we may rely upon it; (c) you received a copy of this Agreement and agree to be bound by and to comply with its  terms; (d) you provided a copy of the Float Visa Prepaid Card – Card User Terms and Conditions to all Card Users and each Card User has agreed to be bound by its terms; and (e) you accept each Card for use in accordance with the terms of this Agreement, or use by Card Users in accordance with the requirements of this Agreement and the Float Visa Prepaid Card – Card User Terms and Conditions.

We will issue physical or virtual Cards that you may provide to a Card User to use. Card User may use the virtual Card upon receipt. Subject to the limitations in the chart entitled “Limits” in the Information Disclosure Summary above, each Card can be used to pay the full Transaction Amount from merchants who accepts Visa, including applicable taxes. Each Card is, and will remain, our property. The Card is not a credit card, charge card, or debit card and its usage will not enhance nor improve your credit rating or the credit rating of a Card User. No interest, dividends or other earnings or returns will be paid on the Business Account, a Card Account, a Card, or a Balance.  The Business Account, a Card Account, a Card and Balance is not a deposit account and neither you nor any Card User may write cheques on the outstanding Balance.  We shall have no obligation to any Card User or to you relating to any contract or arrangement between you and a Card User.  We are not parties to your agreements with any Card User or any agreements between you, or a Card User, and any third-party.  We are not bound by the terms of any such agreements, nor are we obligated to act to fulfil any other person’s obligations under such agreement, even if we are made aware of the existence and terms of such agreement.

When the Card is used to make a purchase, the Transaction Amount will be deducted from the available Settlement Funds loaded as Balance on the Card or, otherwise, associated with the Float Card Program.  Use of the virtual card shall have the same legal and binding effect on you, as if a physical Card were used in person, verified by an authorized signature or personal identification code confirming authority to charge the Card for the full Transaction Amount. You agree that, if a merchant requires that you sign a sales draft, we are not required to verify your signature on any sales draft prepared in connection with a transaction on the Card and we may authorize and process a transaction even if the signature on the sales draft is different than the signature on the Card. 

Some merchants (including, but not limited to, restaurants, hotels, or car rental companies) may pre-authorize the Transaction Amount for the purchase amount plus up to 20% (or more) above the purchase amount to ensure that there are sufficient funds available on the Card to cover any tips or incidental expenses. In such cases, your transaction will be declined if the Balance will not cover the Transaction Amount plus the additional pre-authorization percentage.

A pre-authorization will place a hold on an amount of your available Card funds until the merchant sends us the final payment amount of your purchase. Once the final payment amount is received, the pre-authorization amount on hold in excess of that final payment amount will be released. 

During the hold period, you will not have access to the pre-authorized amount.

You will be solely and completely responsible for the possession, use and control of each Card. You must disable or delete a Card immediately upon request by us.  The Cards are issued to you only.  If you allow another person, including a Card User or Business Administrator, to use a Card, you agree, to the extent permitted by Applicable Law that you will be liable for all transactions arising from use of a Card. 

We are not liable to you or a Card User for declining authorization for any particular transaction, regardless of our reason, including but not limited to if there are insufficient Settlement Funds or Balance to pay for the transaction.  If for any reason a Card transaction is processed when there are insufficient funds loaded on the Card or other Settlement Funds, you agree to make immediate payment to us to cover the Transaction Amount. 

We may, in our sole discretion, cancel or suspend any features or services of the Card at any time, with or without cause, upon notice to you or as otherwise required by Applicable Law.

You represent and agree that the Cards are issued to you for a business purpose only.

You agree that we may treat every instruction we receive as being initiated by or from you or persons authorized by you to provide instructions, including your Business Administrator or Card User, and as a valid and authorized instruction by you to process and pay for Card transactions from funds loaded on the Card or otherwise from the Settlement Funds unless we have been notified of a risk of fraud or unauthorized use and had opportunity to deactivate the Card.

Information About Balance: It is your responsibility to ensure that there is a sufficient Balance on the Card to cover transactions plus any pre-authorized amounts. To obtain the current Balance amount, or the transaction history, visit the Website. The Balance will reflect all transactions that have been posted to our system. You are not allowed to exceed the Balance available on the Card for any transaction.

If you attempt to use the Card when there is insufficient Balance available to cover the full Transaction Amount, the transaction in most instances will be declined. However, if due to a systems malfunction or for any reason whatsoever, a transaction occurs despite insufficient Balance on the Card, creating a negative amount, you agree to reimburse us, upon request, for the amount of the Transaction Amount in excess of the Balance.

Transactions Made in Foreign Currencies: We may convert any transactions made in a foreign currency to Canadian dollars using the Visa Conversion Rate in effect on the day the transaction is posted to your Card Account. The currency conversion rate in effect on the processing date may differ from the rate in effect on the transaction date or the posting date. The Visa Conversion Rate may not be the same as the rate that existed on the date the transaction was made.

However, if a foreign currency transaction is refunded to the Card, the Visa Conversion Rate used to convert your refund to Canadian dollars for the Card is the applicable rate that we pay to Visa on the date of the refund. Additionally, the rate that we pay to Visa may not be the same as the rate that existed on the date the transaction was refunded. For these reasons, the amount that is credited to the Card for a refund of a foreign currency transaction will, in most cases, be less than the amount that was originally charged to the Card for that transaction.

Protection Against Unauthorized Use: If a Card is lost, stolen or subject to unauthorized use, you must notify us immediately and provide us with the Card number and answer an identifying question. If you lose or misdirect the Card, someone might be able to use the Balance on the Card.  You are responsible and must pay for all Card transactions that are completed before you notify us by calling 1-833-944-3175. Those transactions will be binding on and payable by you as if made by you or with your lawful authorization.  We will have a customer service representative or automated voice response service available seven (7) days a week, twenty-four (24) hours a day that will allow immediate cancellation of the Card upon your request.  As a condition to any reimbursements made or to be made, if you are entitled to receive one, and to the extent permitted by Applicable Law, you agree to cooperate and assist with any attempts by us to investigate and recover from unauthorized users and to assist in prosecution of recovery claims.

Notification and Changes to the Agreement: You acknowledge that from time to time we may amend this Agreement. Use of a Card subsequent to such amendments shall constitute acceptance of the amended Agreement.

You are responsible for (i) informing us of any change in your mailing or email address, by contacting customer service at 1-833-944-3175 or by email at support@floatcard.com, and (ii) for regularly checking the Website for notifications of amendments to the Agreement.  Notice will be deemed to be received by you five (5) days after mailing, the next business day after sending an electronic mail or other electronic message or posting notice of amendment on the Website.  You are solely responsible for notifying Card Users of any changes to this Agreement which may affect the Card User’s rights or obligations with respect to a Card and agree that you shall make reasonable and timely efforts to do so.

Peoples Trust’s Privacy Policy: Our general personal information practices are described in our Privacy Policy, as amended from time to time, available online at http://www.peoplestrust.com/en/legal/privacy-security/privacy/.

Personal Information Consent: 

By requesting a Card, you consent to the collection, use, disclosure and retention of your personal information, or personal information of your personal representatives, if any, by Peoples Trust and Peoples Trust’s third-party service providers for purposes relating to your request for a Card and your use of a Card, for the establishment and operation of the Float Card Program and as otherwise described below. The collection of that information is necessary for the entering into and performance of this Agreement. The restrictions and requirements described herein do not apply to information that is aggregated or otherwise de-personalized and does not identify an individual.  

By accepting these terms and conditions, you represent and warrant that you and your personal representatives have provided valid consent to the collection, use and disclosure of their personal information as contemplated in this Agreement. References to “you” in this section, and any provision of this Agreement dealing with collection, use and disclosure of personal information, shall include all such individuals.

What We Collect: Peoples Trust and Peoples Trust’s service providers may collect personal information about you and your personal representatives (e.g., their name, address, telephone number and date of birth) when a Card is requested, when a Card is issued to you, or in respect of the establishment and operation of the Float Card Program. Peoples Trust and Peoples Trust’s third-party service providers may collect personal information about you and your personal representatives, including information about Card transactions, e.g., the date, amount and place of each transaction) (all collectively “Cardholder Information”). From the date of this Agreement and throughout its term, we will collect your Cardholder Information directly from you, your personal representatives, and from other sources, including third party providers of identity verification, demographic and fraud prevention services, publicly available sources, such as internet sites, government agencies, and registries, for the purposes described herein.

How We Use, Retain, and Disclose Personal Information: We will use, disclose and retain Cardholder Information to process requests for a Card (including to verify your identity) and, if a Card is issued to you, to provide you with services relating to your Card (including to administer your Card and to process Card transactions), to protect against fraud and for legal compliance purposes, to perform and enforce this Agreement, to protect and enforce our legal rights and for other purposes required or permitted by Applicable Law. Peoples Trust will disclose your Cardholder Information to Peoples Trust’s service providers to assist us to provide services to you and to provide related services to us.

We may use and store your Cardholder Information at facilities in various countries (including Canada and the United States of America). The personal information protection laws of those countries might be different from the laws of the jurisdiction in which you are located, and might permit courts, government, law enforcement and regulatory agencies and security authorities in those countries to access your Cardholder Information without notice. The laws on data protection in other jurisdictions, to which we may transfer your information, may differ from those in your jurisdiction. Subject to these laws, we will use reasonable measures to maintain protections of your personal information that are equivalent to those that apply in your jurisdiction. You hereby give your consent to such cross-border transfers (including to the United States) of such personal information for the purpose set out above.

We will rely on you to ensure that your Cardholder Information is accurate, complete and up to date. You will promptly inform us (by contacting customer service at support@floatcard.com of any changes to your Cardholder Information or if you discover any errors in your Cardholder Information. We may use your Cardholder Information (including your telephone and mobile phone numbers and your email addresses) contact you, including by regular and electronic mail, telephone call (including by pre-recorded or artificial voice messages and automatic telephone dialing systems) and instant messaging, regarding your Card and related matters, regardless of whether you incur any long distance or usage charges as a result.

We may monitor and record their communications and correspondence with you (including emails, online chats and telephone calls) for quality assurance, staff training and legal compliance purposes.

Safeguarding Personal Information: We protect personal information in our possession or control from loss, theft, alteration and misuse. We maintain physical, electronic and procedural security measures that comply with Canadian regulations to safeguard Cardholder Information. The safeguards employed by us to protect your personal information depend on the sensitivity, amount, distribution, format and storage of the personal information. Although technologies can make it easier for fraud to occur, we employ around the clock monitoring systems and controls to detect and prevent fraudulent activity. We also build fraud prevention measures into our due diligence processes and regularly update our fraud detection/prevention methods. While we take precautions to protect your personal information from loss, theft, alteration, or misuse, no system or security measure is completely secure. Any transmission of your personal data is at your own risk and we expect that you will use appropriate measures to protect your personal information as well.

Other Uses of Personal Information: In addition to the foregoing, if you consent to other parties, whether they are participating in the Float Card Program and its administration or otherwise, collecting, using or disclosing your personal information (including Cardholder Information) for their own purposes (not as Peoples Trust’s service provider), including to send marketing and promotional messages to you, then we will not have any control over, and will not be responsible or liable for the collection, use, disclosure and retention of your personal information by those parties, the marketing or promotional messages that they send to you, or any other wrongful act or omission by the third party.

Your Right to Access Personal Information: Individuals may obtain access to the Cardholder Information we hold about them at any time and review its content and accuracy, and have it amended as appropriate; however, access may be restricted as permitted or required by law. To request access to such information, to ask questions about our privacy policy or to withdraw your consent to the collection, use and disclosure of your Cardholder Information and to cancel your Card and all related services from us, contact customer service at 1-833-944-3175. If Cardholder Information is obtained from personal information agents (such as providers of identity verification data and demographic information), we will inform you of your right of access and rectification in relation to the file held by the personal information agent and will indicate to you the manner in which and the place where you may have access to the reports or recommendations and cause them to be rectified, where necessary. If you withdraw your consent, we will continue to collect, use, disclose and retain your Cardholder Information for as long as may be reasonably required to perform services relating to the cancellation of your Card, to protect against fraud and for legal compliance purposes, to perform and enforce this Agreement, to protect and enforce our legal rights and for other purposes required or permitted by Applicable Law.

Card User and Business Administrator Information: We may collect, use, disclose and retain information concerning Card Users and Business Administrator (“Card User Information”) for the purpose of performing our obligations and exercising our rights under this Agreement, including issuing cards for the Card Program, processing transactions and providing support for the Card Program, performing fraud risk management, complying with Applicable Law and locating and obtaining the return of any Cards we have issued and request be returned to us. You will obtain, in accordance with Applicable Law, and maintain reliable records of, all necessary legally valid and informed consents, authorizations and rights from each Card User so that you may lawfully provide their Card User information to us, and we may lawfully collect, use, disclose and retain such Card User Information for each of the foregoing purposes. You agree to provide us with such records promptly upon request.

Disputes: If you believe a transaction on a Card account is incorrect, you must notify us in writing of your dispute within sixty (60) days of the transaction date by submitting a request on the Website. If there is any dispute in regard to purchases made using a Card, you agree that such disputes must be settled between you or the Card User and the merchant from whom the purchase was made or between you and the Card User, as the case may be.  We are not responsible for any problems you or a Card User may have with any goods or services purchased with a Card, whether with regard to quality, safety, legality, or any other aspect of your purchase. If funds have been reloaded onto your Card following the processing and approval of a chargeback request, you can contact us to request a refund of the funds that were reloaded onto your Card.

Arbitration (not applicable to residents of Quebec): Any dispute between the parties arising from or related to this Agreement shall be resolved by final and binding arbitration administered by ICDR Canada under its Canadian Arbitration Rules by a sole arbitrator appointed in accordance with those Rules. The place of arbitration shall be Vancouver, British Columbia, Canada.

Complaints: If you have a complaint or inquiry about any aspect of a Card, you may first attempt to resolve the complaint or inquiry by calling our toll-free customer service number (at 1-833-944-3175). If customer service is unable to resolve the complaint or inquiry to your satisfaction, you may call us at 1-855-694-6214 or submit your complaint or inquiry through the form found at http://www.peoplestrust.com/en/about-us/contact/. We will do our best to resolve your complaint or inquiry.

If for some reason the issue is not resolved to your satisfaction, you may refer your inquiry or complaint to the Ombudsman for Banking Services and Investments at 1-888-451-4519 for resolution. If you have a concern regarding a potential violation of Applicable Law, a public commitment, or an industry code of conduct, the concern may be communicated at any time to the Financial Consumer Agency of Canada, either in person, by letter, by telephone, or through its website at:

Financial Consumer Agency of Canada
427 Laurier Avenue West, 6th Floor
Ottawa, ON, K1R 1B9
Telephone: 1-866-461-3222
www.fcac-acfc.gc.ca

Our complaints policy can be found online at: http://www.peoplestrust.com/en/about-us/resolving-your-concerns/.

Cancellation: We may cancel use of a Card or any features or services or terminate this Agreement without cause upon prior written notice to you at least sixty (60) days in advance, provided that you are not in default of your obligations under this Agreement. Written notice will be provided to you at the most recent mailing or email address that we have on record for you or by posting notice of cancellation or termination on the Website. You may at any time terminate this Agreement by calling 1-833-944-3175. 

Despite any termination of this Agreement, you must fulfil all of your obligations under this Agreement.

No Warranty of Availability or Uninterrupted Use: FROM TIME TO TIME CARD SERVICES MAY BE INOPERATIVE, AND WHEN THIS HAPPENS, YOU MAY BE UNABLE TO USE YOUR CARD.  PLEASE NOTIFY US (AT 1-833-944-3175) IF YOU HAVE ANY PROBLEMS USING YOUR CARD. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY INTERRUPTION OF SERVICE.

Third Party Claims: In the event we reimburse you for a refund claim you have made, or if we otherwise provide you with a credit or payment with respect to any problem arising out of any transaction made with a Card, you are automatically deemed to assign and transfer to us any rights and claims (excluding tort claims) that you have, had or may have against any third party for an amount equal to the amount we have paid to you or credited to your Card. You agree that you will not pursue any claim against or reimbursement from such third party for the amount that we paid or credited to your Card, and that you will cooperate with us if we decide to pursue the third party for the amount paid or credited to you. If we do not exercise our rights under this section, we do not give up our rights to exercise them in the future.

Disclaimer of Warranties: EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS AGREEMENT, NEITHER PEOPLES TRUST NOR PEOPLES TRUST’S SERVICE PROVIDERS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND TO YOU, WHETHER EXPRESS OR IMPLIED, REGARDING ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

Limitation of Liability: EXCEPT AS EXPRESSLY REQUIRED BY THIS AGREEMENT OR APPLICABLE LAW, NEITHER PEOPLES TRUST NOR PEOPLES TRUST’S SERVICE PROVIDERS WILL BE LIABLE TO YOU FOR PERFORMING OR FAILING TO PERFORM ANY OBLIGATION UNDER THIS AGREEMENT UNLESS PEOPLES TRUST OR PEOPLES TRUST’S SERVICE PROVIDERS HAVE ACTED IN BAD FAITH. WITHOUT LIMITING THE FOREGOING, NEITHER PEOPLES TRUST NOR PEOPLES TRUST’S SERVICE PROVIDERS WILL BE LIABLE TO YOU FOR DELAYS OR MISTAKES RESULTING FROM ANY CIRCUMSTANCES WHATSOEVER BEYOND OUR CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOVERNMENTAL AUTHORITIES, NATIONAL EMERGENCIES, EPIDEMIC OR PANDEMIC, PUBLIC HEALTH EMERGENCY, COMMUNICABLE DISEASE OUTBREAK, INSURRECTION, WAR, RIOTS, FAILURE OF MERCHANTS TO PERFORM OR PROVIDE SERVICES, FAILURE OF COMMUNICATION SYSTEMS, OR FAILURES OF OR DIFFICULTIES WITH OUR EQUIPMENT OR SYSTEMS. ALSO, WITHOUT LIMITING THE FOREGOING, NEITHER PEOPLES TRUST NOR PEOPLES TRUST’S SERVICE PROVIDERS WILL BE LIABLE TO YOU FOR ANY DELAY, FAILURE OR MALFUNCTION ATTRIBUTABLE TO YOUR EQUIPMENT, ANY INTERNET SERVICE, ANY PAYMENT SYSTEM OR ANY CUSTOMER SERVICE FUNCTION. IF PEOPLES TRUST OR PEOPLES TRUST’S SERVICE PROVIDERS ARE HELD LIABLE TO YOU, YOU WILL ONLY BE ENTITLED TO RECOVER YOUR ACTUAL AND DIRECT DAMAGES. IN NO EVENT, WILL YOU BE ENTITLED TO RECOVER ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EVEN IF YOU HAVE ADVISED US OF THE POSSIBILITY OF SUCH DAMAGES.

INDEMNITY: YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS PEOPLES TRUST AND PEOPLES TRUST’S SERVICE PROVIDERS, THEIR RESPECTIVE AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OTHER REPRESENTATIVES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, COMPLAINTS, DEMANDS, INVESTIGATIONS, ACTIONS, SUITS AND PROCEEDINGS BY ANY PERSON, INCLUDING ANY REGULATORY AUTHORITY OR CARD USER (EACH A “THIRD PARTY CLAIM/PROCEEDING”) AND ALL RESULTING LIABILITIES AND OBLIGATIONS (INCLUDING DAMAGES, ADMINISTRATIVE MONETARY PENALTIES, FINANCIAL SANCTIONS, SETTLEMENT PAYMENTS, EXPENSES AND COSTS, INCLUDING LEGAL FEES) ARISING FROM, CONNECTED WITH OR RELATING TO ANY OF THE FOLLOWING: (A) THE USE OF A CARD BY YOU OR ANY OTHER PERSON; OR (B) ANY NEGLIGENCE, MISCONDUCT OR BREACH OF THIS AGREEMENT BY YOU OR ANY PERSON FOR WHOM YOU ARE RESPONSIBLE UNDER THIS AGREEMENT OR AT LAW. NOTWITHSTANDING THE FOREGOING, THE INDEMNIFIED PARTIES RETAIN THE RIGHT TO PARTICIPATE (WITH COUNSEL OF THEIR OWN SELECTION AT THEIR SOLE COST AND EXPENSE) IN THE DEFENSE OF AND SETTLEMENT NEGOTIATIONS RELATING TO ANY THIRD-PARTY CLAIM/PROCEEDING.

Website and Availability: We do not warrant that the Website, customer service number or other operational and communications channels will be available and error free at all times. You agree that we will not be responsible for temporary interruptions in service due to maintenance, Website changes, or failures, nor will we be liable for extended interruptions due to failures beyond our control, including but not limited to the failure of interconnecting and operating systems, computer viruses, forces of nature, labour disputes and armed conflicts. We will not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses that may affect your computer or other equipment. You agree to act responsibly with regard to the Website and its use. You will not violate any laws, interfere or disrupt computer networks, impersonate another person or entity, violate the rights of any third party, stalk, threaten or harass anyone, gain any unauthorized entry, or interfere with the Website’s systems and integrity.

Entire Agreement: This Agreement sets forth the entire understanding and Agreement between you and us, whether written or oral, with respect to the subject matter hereof and supersedes any prior or contemporaneous understandings or Agreements with respect to such subject matter.

Governing Law; Submission of Jurisdiction: This Agreement will be construed in accordance with and governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Subject to the arbitration agreement above, the parties irrevocably attorn to the exclusive jurisdiction of the courts of British Columbia.

Section Headings: Section headings in this Agreement are for convenience of reference only and will not govern or affect the interpretation of any provision of this Agreement.

Severability: If any of the terms of this Agreement are invalid, changed by Applicable Law or declared invalid by order of court or regulatory authority, the remaining terms of this Agreement will not be affected, and this Agreement will be interpreted as if the invalid terms had not been included in this Agreement.

English Language. The parties have expressly required that this Agreement, and any communications, other contracts, documents and notices relating to this Agreement be drafted in the English language only. Les parties ont expressément exigé que la présente convention et toute communication, autres contrats, documents et avis qui y sont afférents soient rédigés dans la langue anglaise seulement.

Contact Information: If you have questions regarding a Card, or need to report a lost or stolen Card, you may contact us by telephone at 1-833-944-3175 or emailing us at support@floatcard.com.

*Visa Int./Peoples Trust Company, Licensed User.
Dated: March 31, 2023

Card User Terms and Conditions

Last Updated: April 2023

These Float Visa* Card – Card User Terms and Conditions (“Terms”) set out the terms and conditions applicable to the Float Visa Card. IMPORTANT: These Terms include resolution of disputes by arbitration instead of in court and a class action waiver.

You agree to be bound by these Terms, which you must accept as a condition of using the Card. You agree that the ability to use the Card in the course of your relationship with Business Cardholder, and in accordance with these Terms, is of value to you and good consideration for your agreement to these Terms.

INFORMATION DISCLOSURE SUMMARY (detailed terms and conditions will follow):

Card Issuer: Peoples Trust Company issues the Card pursuant to a license from Visa International Incorporated.

Cardholder:

• The Card is issued to Business Cardholder.  The “Business Cardholder” is the entity that has qualified and established a Business Account with us pursuant to a separate Cardholder Agreement, as well as a separate agreement with Float Financial Solutions, Inc, to provide corporate expenses management expense services.
• Business Cardholder is permitted to provide the Card to you for use in your capacity as a “Card User” in the manner contemplated in these Terms. Business Cardholder has an arrangement in place that permits Business Cardholder, or its Business Administrator, to instruct us whether or not to fund transactions initiated by you with the Card from funds provided to us in advance by Business Cardholder. Your ability to make purchases using the Card is subject to the terms and conditions of your agreements with Business Cardholder and transaction approval by Business Cardholder. We only fund transactions as instructed by Business Cardholder or its Business Administrator.  You have no right to directly instruct us to load funds onto the Card.
• We are not parties to any agreements between you and Business Cardholder and are not bound by the terms of any such agreement.  We are not obligated to act to fulfil the obligations of any party under your agreements with Business Cardholder, even if we are made aware of the existence and terms of such agreement.
• We are not extending credit to you or Business Cardholder through the Card.
• Card transactions will only be funded if Business Cardholder has made funds available to us to settle the transactions in advance.  If those funds have not been made available to us the transaction will be declined.  We also have a general right to decline any transaction for any reason. In such case your sole recourse, if any, is against Business Cardholder. You will have no right of action against us or any service providers or third parties required to fulfill and manage the Card.
• Float may offer and provide services to Business Cardholders and Card Users as a service to Business Cardholders, and not on behalf of Peoples Trust Company. Those services provided by Float are subject to the Float Terms between Float and Business Cardholders or Card Users.

Card information and inquiries: If you have questions regarding your use of the Card, these Terms, or to lodge a complaint, you may contact us by calling 1-833-944-3175 or emailing support@floatcard.com.

Key Card features and restrictions:

• Card does not carry a balance loaded onto it. For information about the balance of funds you may be able to spend using the Card under your agreements with Business Cardholder, you must contact Business Cardholder. 
• Card is only funded in amounts and for payment of specific transactions that are accepted for payment by Business Cardholder. 
• Card Users are given possession of the Card for the purpose of initiating a transaction request to Business Cardholder.  
• We do not charge Card Users any fees for the use of the Card. Some transactions could attract third party fees and charges, which could be reflected in transaction costs. Such third-party fees and charges are not within our power and control, are part and parcel of the cost of the transactions and you agree that such fees and charges will be included in the transaction amount processed on the Card for transactions you initiate. Your liability to Business Cardholder for any amounts paid to settle transactions on the Card, and fees, if any, are charged by Business Cardholder, is governed by your agreements with Business Cardholder.
• You cannot use the Card to access cash and have no right to make cash withdrawals using the Card.
• Only Business Cardholder or its Business Administrator may add funds to the Card or instruct us to add funds to a Card or pay transactions. 
• You do not have the right to stop the payment of any transaction you initiate, allow, authorize or conduct with the Card.
• You may arrange to cancel the Card by contacting Float customer service by calling 1-833-944-3175.
• Each Card is subject to certain limits, as set out below. The limits are the lower of: (a) the limits set by the Business Cardholder or the Business Administrator and (b) the limits set forth by Peoples Trust.

Limits
Maximum Spend Per Transaction	CAD $750,000
Maximum Spend Per Day	CAD $750,000
Maximum Spend Per Month	CAD $3,000,000

Please also note: Card may be deactivated by us at any time if fraud is suspected related to the Card or use of the Card.

Funds loaded onto the Card are not insured by the Canada Deposit Insurance Corporation (CDIC). As a Card User of the Float Card you are only permitted to use the Card as allowed by Business Cardholder and in accordance with the Cardholder Agreement between Business Cardholder and us. You may be required to fulfill some of the obligations of the Cardholder, including those stipulated in these Terms and pursuant to your agreements with Business Cardholder.

Lost or stolen Card: You must take all reasonable steps to protect the Card against loss, theft, or unauthorized use. If the Card is lost or stolen or misused, you must contact us by phone at 1-833-944-3175. THIS CARD IS NOT ELIGIBLE FOR PROTECTION UNDER ANY ZERO LIABILITY POLICY. Business Cardholder is responsible and liable to us for all Card transactions that are completed before we are notified that such an event has occurred and also if Business Cardholder approves transactions on any such Card.  You may be liable to Business Cardholder for some or all such transactions.  Your liability to Business Cardholder is subject to the terms of your agreements with Business Cardholder.

Key Responsibilities under these Terms include:

• You must take all reasonable steps to protect the Card (and PIN, if applicable) against loss, theft, or unauthorized use. If you suspect that the Card (or PIN), has been lost, stolen or misused, you must contact us and Business Cardholder (or its Business Administrator) immediately.
• You must surrender the Card to us or Business Cardholder immediately upon request by us.
• If your information associated with the Card changes, you must notify Business Cardholder or its Business Administrator of the change(s). Business Cardholder or Business Administrator will notify us.
• If you become aware that your information associated with the Card is incorrect, you must notify Business Cardholder or Business Administrator of the correct information. Business Cardholder or Business Administrator will notify us.  
• If you find an error, omission, or indication of fraud or unauthorized use in any transaction record, you must immediately communicate your concern to us and your Business Cardholder (or its Business Administrator).
• You must comply with the requirements of these Terms, and you are responsible for your failure to do so.
• You will provide us with any information as may reasonably be requested by us for purposes of our compliance with Applicable Law, our fraud and legal compliance risk management policies and procedures applicable to the Card program, or as required to provide services in respect of the Card.
• If you wish to dispute a transaction on the Card you use, you must notify Business Cardholder and us in writing of your dispute within sixty (60) days of the transaction date.

Additional Details

Please read these Terms carefully and retain a copy for your records. IMPORTANT: These Terms include resolution of disputes by arbitration instead of in court and a class action waiver.

Your use of the Card will be evidence that you acknowledge and agree to be bound by these Terms herein, as amended from time to time.

We will be using the following definitions in these Terms. If a term is not defined below, it has the meaning given to it within the section in which it is referenced.

• ‘Applicable Law’ means any statute, regulation or operating rule of any Governmental Authority or any other regulatory authority that applies to you or us, or which governs our relationship, or any bylaw, operating rule or regulation of Visa.
• ‘Balance’ means an amount of funds that are loaded onto the Card, if any.
• ‘Business Administrator’ means any designated person authorized by Business Cardholder to administer the Business Account and associated Card Account(s), including without limitation designating Card Users, funding Card Accounts, and setting Card Account limitations.
• ‘Business Cardholder’ means the entity that has qualified for and established a Business Account and one or more Card Account(s) with us, who is permitted to provide the Card to you for use in your capacity as a “Card User” in the manner contemplated in these Terms.
• ‘Card’ means the Float Visa* Prepaid Card (which can be a virtual or physical card) issued by us to Business Cardholder that Business Cardholder permits you to use.
• ‘Card User’ means, under the Cardholder Agreement, an individual who has possession of a Card that has not been reported to us as lost, stolen or compromised, or who is otherwise authorized by the Business Cardholder to use a Card, and includes you if you are provided with a Card by or at the direction of Business Cardholder.
• ‘Float’ refers to Float Financial Solutions., an Ontario corporation that provides corporate expenses management services to Business Cardholder, and its successors, affiliates, or assignees.
• ‘Float Card Program’ or ‘Program’ means the program through which we issue one or more Cards to the Business Cardholder for use by you, Business Cardholder, or Business Administrators to assist the Business Cardholder in managing corporate expenses. 
• ‘Float Terms’ mean any agreement(s) between Float and any Business Cardholder or Card User that govern the provision of Float services.
• ‘Governmental Authority’ means any Canadian federal, provincial, territorial, regional, municipal or local governmental authority, quasi-governmental authority (including the Office of the Superintendent of FinancialInstitutions), government organization, commission, board, professional agency, tribunal, organization, or any regulatory, administrative or other agency, or any political or other subdivision, department, or branch of any of the foregoing, in each case to the extent it has jurisdiction over Peoples Trust or any Person, property, transaction, activity, event or other matter related to these Terms. The above definition is deemed to include any interim or permanent transferee or successor of a Government Authority’s underlying mandate, function or activity.
• ‘Peoples Trust’ mean Peoples Trust Company, the issuer of the Card, or any of its Affiliates or their respective successors or assigns.
• ‘Person’ means an association, a corporation, an individual, a partnership, a trust, an unincorporated organization or any other entity or organization.
• ‘Terms’ means these terms and conditions applicable to Card User’s use of the Card.
• ‘We’, ‘us’, or ‘our’ all mean Peoples Trust, PeoplesTrust’s service providers and third parties required to fulfill and manage the Card.
• ‘You’, ‘your’, or ‘yours’ mean you in your capacity as a Card User.

1. About the Card

The Card is owned by Peoples Trust and will remain the property of Peoples Trust. You agree that immediately upon request by us or by Business Cardholder, you will return the Card to us or Business Cardholder or destroy the Card as instructed. The Card is provided to you by Business Cardholder as contemplated in these Terms. You may not sell, transfer or assign the Card to a third party. You are restricted to one Card.  The Card is not a credit card, charge card, debit card or deposit account.  Usage of the Card alone will not enhance or improve your credit rating. No interest dividends or other earnings or returns will be paid on a Card. 

2. Using the Card

To use a Card you represent and warrant to us that: (a) you are at least 19 years of age (if you reside in British Columbia, New Brunswick, Newfoundland, Northwest Territories, Nova Scotia, Nunavut, and Yukon) or, if you reside in another province, at least 18 years of age; (b) you are a Canadian citizen or residing in Canada; (c) the information you provide to us or to Business Cardholder to provide to us, is truthful, accurate, current, and complete; and (d) you received a copy of these Terms and agree to be bound by and to comply with them.

We will issue a Card to Business Cardholder that you may be permitted to use under these Terms. You may use the Card upon receipt and without prior activation.

If you receive a physical Card, you must sign the back of the physical Card delivered to you in the indicated signature area immediately upon receipt. You are required to activate the physical Card before you use it as described below in “Activating a Card”. The Card may not be used for any illegal purpose, including transactions for goods or services prohibited by Applicable Law. We may, at our sole discretion, deny any transaction, for any reason. We are not obligated to disclose those reasons to you.

If Business Cardholder does not approve payment on the Card of sufficient funds to pay for the full amount of a transaction, you may request the merchant conduct a split tender transaction. A split tender transaction is where you use the Card to settle partial payment of the transaction amount and then pay the remainder of the amount with another form of payment (e.g. cash, cheque, credit or debit). If you fail to inform the merchant that you would like to complete a split tender transaction prior to swiping the Card, and your transaction is not approved for any reason, including insufficient funds available, the Card may be declined. The merchant does not have to and may not agree to accept split tender transactions.

3. Activating a Card

Whether or not a physical Card has an activation sticker adhered to the Card face, the physical Card must be activated to use.  In order to activate a physical Card Business Cardholder provided to you to use, you will need to provide certain personal information to verify your identity as the Card User and then select a PIN.

4. Cancellation of the card

We may cancel the Card and/or these Terms at any time and without prior notice to you if fraud is suspected or for any other reason. Business Cardholder (or its Business Administrator) may cancel the Card for any reason, and we are entitled to act on Business Cardholder’s (or its Business Administrator’s) instructions to do so. If the Card is terminated and you have not been requested to return it, you must destroy and securely dispose of it. Your obligations under these Terms continue after the destruction of the Card and cancelation of the Card. If charges continue to be made on the Card delivered to you to use as a Card User, or you attempt to use the Card after cancelation, we may pay for such transactions if instructed by Business Cardholder to do so. If these Terms or the Card are cancelled, your liability to Business Cardholder for any transaction, whether processed or settled before or after the Card is cancelled, will not be affected. Your liability to Business Cardholder for any transactions is governed by your agreements with Business Cardholder.

5. Transactions Made in Foreign Currencies

We may convert any transactions made in a foreign currency to Canadian dollars using the Visa Conversion Rate in effect on the day the transaction is posted to your Card. The currency conversion rate in effect on the processing date may differ from the rate in effect on the transaction date or the posting date. The Visa Conversion Rate may not be the same as the rate that existed on the date the transaction was made.

However, if a foreign currency transaction is refunded to the Card, the Visa Conversion Rate used to convert your refund to Canadian dollars for the Card is the applicable rate that we pay to Visa on the date of the refund. Additionally, the rate that we pay to Visa may not be the same as the rate that existed on the date the transaction was refunded. For these reasons, the amount that is credited to the Card for a refund of a foreign currency transaction will, in most cases, be less than the amount that was originally charged to the Card for that transaction.

6. Lost or Stolen Card and Unauthorized Use

You must take reasonable steps to protect the Card against loss, theft or unauthorized use. If the Card is lost, stolen or subject to unauthorized use, you must contact us immediately by calling 1-833-944-3175.  Business Cardholder is responsible and liable to us for all Card transactions that are completed before we are notified that such an event has occurred and also if Business Cardholder approves transactions on any such Card.  You may be liable to Business Cardholder for some or all such transactions. Your liability to Business Cardholder is subject to the terms of your agreements with Business Cardholder. THIS CARD IS NOT ELIGIBLE FOR PROTECTION UNDER ANY ZERO LIABILITY POLICY. You agree to cooperate and assist with any attempts by us or by Business Cardholder to recover any loss suffered from unauthorized users and to assist in their prosecution. You acknowledge that you understand that if you do not comply with these Terms, other persons may be able to obtain information about you or the Card.

7. Complaints

You agree that we will not be liable in any way for any dispute arising out of the purchase of merchandise or services using the Card or any dispute about accessing Business Cardholder funds that Business Cardholder has agreed to make available for purchases by you. We are not responsible for any failure to supply, lack of suitability or quality of any goods or services purchased from any merchant through the use of the Card. We are not liable for any action or failure to act of the merchant or a refusal by any merchant to honour the Card whether or not such failure or refusal is a result of any error or malfunction of equipment used to effect an authorization of the Card. We will not be liable for any damage, loss or inconvenience you may incur if you are unable to use the Card as a result of any failure, error, malfunction or technical problem with or at our service providers’ systems or equipment, or with a POS.

If you identify an error with a transaction, you must try to resolve the issue with the merchant as well as notify Business Cardholder. You may still be liable for payment of a disputed transaction to Business Cardholder. For information about such disputes, or how credits, if any, issued by merchant to the Card may be allocated against your debt obligations to Business Cardholder, you must contact Business Cardholder.  Any amounts credited to the Card for returns will be treated by us as credits to and for the benefit of Business Cardholder as the Cardholder.  Any obligation to extend the benefit of such amounts by returning funds to you or crediting funds against any obligation you may have to Business Cardholder is an issue solely between you and Business Cardholder and subject to your agreements with Business Cardholder.

If you wish to dispute any transaction or entry made with the Card, you must contact us immediately by calling 1-833-944-3175. 

If you are not satisfied with the customer service decision, you may also contact Peoples Trust by calling 1-855-694-6214, or following our complaint handling process, which can be found at https://www.peoplestrust.com/en/about-us/resolving-your-concerns/.

If for some reason we are unable to resolve your inquiry or concern relating to the Card, you may refer your inquiry or concern to the Ombudsman for Banking Services and Investments at 1-888-451-4519. You may also contact the Financial Consumer Agency of Canada (FCAC) in writing at 427 Laurier Ave. West, 6th Floor, Ottawa, ON K1R 1B9. The FCAC can also be contacted by telephone at 1-866-461-3222 or through its website at www.fcac-acfc.gc.ca.

Disputes about your arrangements or any agreement with Business Cardholder should be directed to Business Cardholder. We will not become involved in any such dispute between you and Business Cardholder or between you and another party.

8. Notice of Data Protection and Privacy Policy

Personal Information Consent: Personal Information Consent: You consent to the collection, use, disclosure and retention of your personal information by us for purposes relating to your activation and use of a Card, as otherwise described below and as otherwise permitted or required by Applicable Law. The collection of that information is necessary for the entering into and performance of these Terms. Therefore, if you do not consent to the collection, use, disclosure and retention of your personal information as described herein and in our privacy policy, you may not activate or use a Card. As explained below, you may withdraw your consent at any time by cancelling the Card. The restrictions and requirements described herein do not apply to information that is aggregated or otherwise de-personalized and does not identify you.

Collecting Your Personal Information:  We may collect, use, disclose and retain Card User Information for the purpose of performing our obligations and exercising our rights under our agreement with Business Cardholder or these Terms, including issuing, delivering or activating the Card, processing transactions and providing support relating to the Card, performing fraud risk management, complying with Applicable Law and attempting to locate the Card for return to us. 

We may use, disclose and retain your Card User Information to verify your identity and to provide services relating to use of the Card (including to administer the Card and to process Card transactions), to protect against fraud and for legal compliance purposes, to perform and enforce these Terms, to protect and enforce our legal rights and for other purposes required or permitted by Applicable Law. We may disclose your Card User Information to our service providers to assist us to provide services to you and to provide related services to us.  We will also disclose your Card User information to Business Cardholder as the Cardholder to facilitate Business Cardholder’s administration of the loan they have granted to you and for other purposes agreed to between you and Business Cardholder.

We maintain physical, electronic and procedural security measures that comply with Canadian regulations to safeguard Card User Information.

We and our service providers may use and store your Card User Information at facilities in various countries (including Canada and the United States of America). As such, your Card User Information may be subject to foreign laws (which might be different from the laws of the jurisdiction in which you are located), and may be accessible to foreign courts, governments, law enforcement and regulatory agencies and security authorities without notice. The laws on data protection in other jurisdictions, to which we may transfer your information, may differ from those in your jurisdiction and any personal information transferred to another jurisdiction will be subject to law enforcement and national security authorities in that jurisdiction. Subject to these laws, we will use reasonable measures to maintain protections of your personal information that are equivalent to those that apply in your jurisdiction. You hereby give your consent to such cross-border transfers (including to the United States) of such personal information to third parties for the purpose set out above.

We will use and rely on your Card User Information to activate and administer the Card that Business Cardholder permits you to use and provide related services. We will rely on you to ensure that your Card User Information is accurate, complete and up to date. You must promptly notify us (by calling 1-833-944-3175 or emailing support@floatcard.com) of any changes to your Card User Information or if you discover any errors in your Card User Information.  You may request access to your Card User Information we collect through Business Cardholder, by calling us at 1-833-944-3175 or emailing us at support@floatcard.com. If such information is obtained from providers of identity verification data and demographic information and/or personal information agents, Business Cardholder will inform you of your right of access and rectification in relation to the file held by them and will indicate to you the manner in which and the place where you may have access to the reports or recommendations and cause them to be rectified, where necessary.

We may use your Card User Information (including your telephone and mobile phone numbers and your email addresses) to contact you, including by regular and electronic mail, telephone call (including by pre-recorded or artificial voice messages and automatic telephone dialing systems) and instant messaging, regarding the Card and related matters, regardless of whether you incur any long distance or usage charges as a result.

We may monitor and record our communications and correspondence with you (including emails, online chats and telephone calls) for quality assurance, staff training and legal compliance purposes.

Other Uses of Your Personal Information: In addition to the foregoing, if you consent to other third party collection or use of your personal information (including Card User Information) for their own purposes (not as Peoples Trust’s service provider), including to send marketing and promotional messages to you, then we will not have any control over, and will not be responsible or liable for, the collection, use, disclosure and retention of your personal information by the third party, the marketing or promotional messages that they send to you, or any other wrongful act or omission by the third party.

Your Right to Access Your Personal Information:  Individuals may obtain access to the Card User Information we hold about them at any time and review its content and accuracy, and have it amended as appropriate; however, access may be restricted as permitted or required by law. To request access to such information, to ask questions about our privacy policies or to withdraw your consent to the collection, use and disclosure of your Card User Information and to cancel the Card and all related services, contact us by calling 1-833-944-3175 or emailing support@floatcard.com. If you withdraw your consent, we will continue to collect, use, disclose and retain your Card User Information for as long as may be reasonably required to perform services relating to the cancellation of the Card, to protect against fraud and for legal compliance purposes, to perform and enforce these Terms, to protect and enforce our legal rights and for other purposes required or permitted by Applicable Law.

Safeguarding Your Personal Information: We protect personal information in our possession or control from loss, theft, alteration and misuse. The safeguards employed by us to protect your personal information depend on the sensitivity, amount, distribution, format and storage of the personal information. Although technologies can make it easier for fraud to occur, we employ around the clock monitoring systems and controls to detect and prevent fraudulent activity. We also build fraud prevention measures into our due diligence processes and regularly update our fraud detection/prevention methods. While we take precautions to protect your personal information from loss, theft, alteration, or misuse, no system or security measure is completely secure. Any transmission of your personal data is at your own risk and we expect that you will use appropriate measures to protect your personal information as well.

Peoples Trust’s Privacy Policies: Our general personal information practices are described in our privacy policy, as amended from time to time, available online at http://www.peoplestrust.com/en/legal/privacy-security/privacy/.

9. Amendments of these terms

You acknowledge that from time to time we may amend these Terms. Except as otherwise required by Applicable Law, Business Cardholder, as Cardholder, will notify you of any such amendments by updating these Terms on the Website or delivering such amendments electronically or otherwise.

10. No Warranty of Availability or Uninterrupted Use

From time to time Card services may be inoperative, and when that happens, you may be unable to use the Card. Please notify us (by calling 1-833-944-3175 or emailing support@floatcard.com) if you have any problems using the Card. You agree that we are not responsible for any interruption of service.

11. Disclaimer of Warranties and Limitation of Liability

Except as expressly otherwise provided in these Terms, neither Peoples Trust nor Peoples Trust’s service providers make any representations or warranties of any kind to you, whether express or implied, regarding the services provided under these Terms, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose or those arising by statute or otherwise in law or from a course of dealing or usage of trade.

Limitation of Liability: Except as expressly required by these Terms or the Applicable Law, neither Peoples Trust nor Peoples Trust’s service providers will be liable in any way for any dispute arising out of the purchase of merchandise or services using the Card or the failure of any merchant to honour the Card. Neither Peoples Trust nor Peoples Trust’s service providers are responsible for any failure to supply, lack of suitability or quality of any goods or services purchased from any merchant through use of the Card, whether or not such failure or refusal is a result of any error or malfunction of equipment used to effect an authorization of the Card. Neither Peoples Trust nor Peoples Trust’s service providers will be liable for any action or failure to act of any merchant or refusal by any merchant to honour the Card. Neither Peoples Trust nor Peoples Trust’s service providers will be liable for any damage, loss or inconvenience you may incur if you are unable to use the Card as a result of any failure, error, malfunction or technical problem with third-party systems, equipment or POS terminal.

Except as expressly required by these Terms or Applicable Law, neither Peoples Trust nor Peoples Trust’s service providers will be liable to you for performing or failing to perform any obligation under these Terms unless we have acted in bad faith. Without limiting the foregoing, neither Peoples Trust nor Peoples Trust’s service providers will be liable to you for delays or mistakes resulting from circumstances beyond our control, including, without limitation, acts of governmental authorities, national emergencies, epidemic or pandemic, public health emergency, communicable disease outbreak, insurrection, war, riots, failure of any merchant to perform or provide services, failure of any merchant to honour the Card, failure of Business Cardholder to fund the Card or approve transactions, failure of communication systems, equipment or systems. Not in limitation of the foregoing, neither Peoples Trust nor PeoplesTrust’s service providers will be liable to you for any delay, failure or malfunction attributable to your equipment, any Internet service, any payment system or any Customer Service function. In the event that Peoples Trust nor Peoples Trust’s service providers are held liable to you, you will only be entitled to recover your actual direct damages. In no event shall you be entitled to recover any indirect, consequential, exemplary or special damages (whether in contract, tort or otherwise), even if you have advised us of the possibility of such damages.

12. Website and Availability

Although considerable effort is expended to make the Website and other operational and communications channels available, we do not warrant these channels to be available and error free at all times. You agree that we will not be liable for any interruptions in service, whether temporary or extended, due to maintenance or website changes or failures, or failures beyond our control, including but not limited to, the failure of interconnecting and operating systems, computer viruses, forces of nature, labour disputes or armed conflicts. Neither Peoples Trust nor Peoples Trust’s service providers will bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses that may affect your computer or other equipment.

13. Arbitration of Disputes

Subject to all other terms set out in these Terms, and to the extent not prohibited by Applicable Law, you agree that any claim of any kind against Peoples Trust, Peoples Trust’s service providers, or Visa arising from or related to the Card and its use: (i) shall be resolved by final and binding arbitration before a single arbitrator at Vancouver, British Columbia and (ii) shall not be brought through class or individual litigation proceedings. If such a claim is advanced by class proceeding by any other person on your behalf, you will opt out of, or not opt into, such proceedings as circumstances dictate.

14. Entire Agreement

These Terms, including both the Information Disclosure Summary and the additional Terms, set out the entire agreement between the parties with respect to the use of the Card. These Terms replace all prior agreements and understandings between you and us with respect to the Card.

15. Section Headings

Section headings in these Terms are for convenience of reference only and shall not govern the interpretation of any provision of these Terms.

16. Governing Law

To the extent not prohibited by Applicable Law, you agree with us that any claim or action brought pursuant to these Terms will be brought in the exclusive jurisdiction of the courts of British Columbia and these Terms will be construed in accordance with and governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

17. Severability

If any part of these Terms is found to be invalid or unenforceable by any court or government agency of competent jurisdiction, that invalidity or unenforceability shall not affect the remainder of these Terms, which shall survive and be construed as if such invalid or unenforceable part had not been contained herein.

18. English Language

The parties have expressly required that this Agreement, and any communications, other contracts, documents and notices relating to this Agreement be drafted in the English language only.

Les parties ont expressément exigé que la présente convention et toute communication, autres contrats, documents et avis qui y sont afférents soient rédigés dans la langue anglaise seulement.

*Visa Int./Peoples Trust Company, Licensed User.

Effective date: 12 April 2023.

Float Financial Solutions US Privacy Policy

Last Updated: December 19, 2022

Introduction

Float Financial Solutions Inc. and its subsidiary Float Financial Solutions US Inc. (“Float”, “Us”, “Our”) have prepared this privacy policy to explain the manner in which we collect, use and disclose personal information, including personal information that we collect through floatcard.com (the “Website”) and information we process on behalf of our customers in connection with the use of our Services (as defined below).

Your privacy is important to us. To ensure you have access to all of the information you need, we have laid out an overview of the content of this Privacy Policy below. If you have any questions about how we process your personal information or suggestions on how we can improve, please reach out to our Legal Team at legal@floatcard.com. If you do not agree, do not use the Float Services or Website and Product.

The information we collect, process, and otherwise receive through your use of our Product is governed by terms of our agreements with our partner institutions and customer in question, including our cardholder agreement. In the event of a conflict between this Privacy Policy and the terms of any agreements between a business customer and Float, the terms of those agreements will take precedent.

Table of Contents

1. Collection and use of Personal Information
2. Information collected through automatic data collection technologies
3. How we Use the Information we Collect
4. How we Share your Personal Information
5. Other Important Information About Your Personal Information, Safeguards and Retention
6. Your Choices About Your Personal Information
7. Additional Disclosures
8. Children under the Age of 13
9. Contact Us

Collection and use of Personal Information

Float provides an online spend management platform through which our customers can load funds onto prepaid corporate cards (“Card(s)”), set rules and budgets for expenditures made using those cards, track spending by individual employees, and manage and track business spending, through which Float can calculate cashback each customer has earned through their expenditures and derive insights for our customers on employee spending patterns (collectively the “Services”). In the course of providing these Services, we receive and process personal information as described below to provide the Services to our customers. All personal information collected or derived from an employee may be shared with our customer that issued credit cards to those employees. We do not use this information for any other purpose except as set out in this privacy policy, customer’s agreement with us, or as required or permitted by applicable laws.

• Information required to provide the Services:  In order to provide the Services to our customers, we collect, process, and disclose:
  1. Personal and Authorized User Information: Including names, titles, and email addresses of employees to whom our customers have issued credit cards. Information provided about any users who will be issued a Card, such as their name, email address, social security number (if required), forms of ID (e.g. Driver’s License or Passport) and phone number. Where information about other users is provided, you agree that you have the necessary rights and permissions to provide such information to Float.
  2. Business Information: Including your company name, incorporation documentation, size, and postal address.
  3. Account Information: We collect and use customer information in order to create an account that can be used to access and use the platform for our Services. This information includes customer name, billing address and other business contact information (email addresses, phone numbers), as well as a username and password that you create. We use this information to create and administer user accounts, authenticate users, process payments, and manage access and control rights. We ask that you do not disclose your password to anyone, and you are responsible for keeping your password confidential. We will never ask you for your password in any unsolicited communication (such as letters, phone calls or email messages). If you become aware of any unauthorized access to or use of your account, you are required to notify us immediately.
  4. Booking a Demo: If you request a free consultation or demo, we may collect your name, job title, and business contact information (including company email and phone number), and certain information about your company. We use this information to contact you and otherwise facilitate or provide you with your consultation or demo.
  5. Platform Use: We may monitor use of the platform by our customers’ employees or other authorized users in order to detect, investigate or prevent any actual or potential violation of our terms and conditions. We may also generate aggregated, non-identifiable data and use such information to monitor the performance, use and stability of the platform and to improve our Services.
  6. Information related to an ACH payment: If you fund your account from a US-based bank using the Automated Clearing House (ACH) network, we will collect information in line with the operating rules and requirements as defined by the National Automated Clearing House Association (NACHA).
  7. Transaction Information: Including purchase details (such as amount, frequency, and date), receipt information, and information provided to us by the card network.
  8. Content Information: Including content within messages you send to Float, such as through Sales, Support, or your account manager.
  9. Support Information: We may collect certain information (such as name, email address and nature of the inquiry) when we provide user support by phone, email or within the platform.
  10. Employment: If you apply for a job with us, we may collect certain personal information about you (such as information that would be contained in a resume, cover letter, or other employment-related materials). We use this information for the purpose of processing, evaluating and responding to your application.
  11. Surveys: From time to time, we may offer our customers the opportunity to participate in one of our surveys. The information obtained through our surveys is used in an aggregated, de-identified form. We use this information to help us understand our users and to enhance our Website.
  12. Contact Us: When you contact us with a comment, question or complaint through email, telephone, or the Website, you may be asked for information that identifies you, such as your name, email address, and a telephone number, along with additional information we need to help us promptly answer your question or respond to your comment. We may retain this information to assist you in the future and to improve our customer service and service offerings.
  13. Referral Information: When you provide potential referrals to Float, you agree that you have all rights and permissions necessary to provide such information to us.

Information collected through automatic data collection technologies

In addition to the sample of data points we highlighted in the “Collection and use of Personal Information” section above, we also automatically collect data via our Website to improve functionality, increase security, protect against fraud, understand your preferences, market to you, and better tailor our Services. As you navigate through and interact with our Website, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, as described in this section.

We also may use these technologies to collect information about your online activities over time and across third-party websites or other online services (behavioral tracking). For information about how you can opt out of behavioral tracking from many providers, see Choices About How We Use and Disclose Your Information.

• Visiting our Website: We collect the IP (Internet protocol) addresses of all visitors to our Website and other related information such as page requests, browser type, operating system and average time spent on our Website. We use this information to help us understand our Website activity and to monitor and improve our Website.
• Cookies: Our Website uses a technology called “cookies.” A cookie is a tiny element of data that our Website sends to a user’s browser, which may then be stored on the user’s hard drive so that we can recognize the user’s computer or device when they return. You may set your browser to notify you when you receive a cookie or to not accept certain cookies. However, if you decide not to accept cookies from our Website, you may not be able to take advantage of all of the Website features.
• Web Beacons: Pages of our Website and our emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit us, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).
• Flash Cookies: Certain features of our Website may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Website. Flash cookies are not managed by the same browser settings as are used for browser cookies. For information about managing your privacy and security settings for Flash cookies, see Choices About How We Use and Disclose Your Information.
• Analytics: We may also use a third party such as Google Analytics to help us gather and analyze information about the areas visited on the Website (such as the pages most read, time spent, search terms and other engagement data) in order to evaluate and improve the user experience and the Website. For information about managing your privacy settings for Google Analytics, see Choices About How We Use and Disclose Your Information.
• Third Party Use of Cookies: Some content or applications on the Website are served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our website. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content. We do not control these third parties’ tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted advertising from many providers, see Choices About How We Use and Disclose Your Information.

The Website does not respond to do not track signals.

How we Use the Information we Collect

We collect and process information in accordance with the practices described in this Privacy Policy in order to action business functions, including:

1. Providing Float’s Service: We use the data we collect to allow our customers to access the platform, determine the eligibility of our customers to use our Services, to provide our Services, and to implement improvements to our offering.
2. Communicating with our Customers: We use the information we collect to send customer communications, including but not limited to, important feature announcements, marketing and advertising, security updates, and changes to our policies.
3. Security and Fraud Detection: We use the information we collect to detect and prevent fraudulent or otherwise unauthorized behavior.
4. Response to Requests: We use the information we collect to respond to customer requests that pertain to their businesses’ Float accounts.
5. With Notice to You and Your Consent: We may otherwise use the information we collect after providing sufficient notice as governed by applicable laws and regulations.
6. Compliance: We use the information to ensure compliance with legal requirements and practices.
7. Legal Rights: We use the information to protect our legal rights to the extent authorized or permitted by law.
8. De-identifying Information: We may use information that does not identify you (including information that has been aggregated or de-identified) for any purpose except as prohibited by law or contractual obligation applicable to us.
9. Marketing: As part of this process, we may incorporate tracking technologies into our own Services (including our Website and emails) as well as into our ads displayed on other websites and services. Some of these tracking technologies may track your activities across time and Services for purposes of associating the different devices you use, and delivering relevant ads and/or other content to you (“Interest-based Advertising”).

. See the “Your Choices About Your Personal Information” section below for more information about your choices in connection with how we use your Personal Information.

How we Share your Personal Information

We do not sell or disclose personal information to third parties without your consent, except as set forth below or as required or permitted by law.

• Service Providers: Personal information will be transferred (or otherwise made available) to certain third parties that provide services on our behalf. We use service providers to provide services such as hosting the Website and our platforms, and providing payment processing, authenticating users, advertising, and marketing services. Personal information that we process on behalf of customers in the course of providing the platform services will be transferred (or otherwise made available) to third parties that provide services on our behalf. We use service providers to provide services such as issuing credit cards, loading funds and processing payments, integrating with and withdrawing funds from company bank accounts, scanning and managing receipts, hosting the Website, authenticating users, and providing advertising and marketing services. Our service providers are only provided with the information they need to perform their designated functions and are not authorized to use or disclose personal information for their own marketing or other purposes. Our service providers may be located in the U.S., Canada or other foreign jurisdictions.
• Third-Party Applications: Customers may choose to export their transaction data or other personal information to third-party applications with whom the customer has a relationship, including tax management and filing services. Customers may also choose to login to Float using a third-party application (e.g. OKTA). If a customer chooses to utilize an integration to facilitate logging into the platform, Float may receive information from the other service that you have authorized to share with us. The other service may also independently collect information for which Float holds no liability or responsibility. We encourage you to read the respective Privacy Policies of these providers. Float will share personal information with such third parties as instructed by the customer.
• Legal and Compliance: We and our Canadian, U.S. and other foreign service providers may provide personal information in response to a search warrant to other legally valid inquiry or order, or to another organization for the purposes of investigating a breach of an agreement or contravention of law or detecting, suppressing or preventing fraud, or as otherwise may be required or permitted by applicable Canadian, U.S. or other law or legal process, which may include lawful access by U.S. or foreign courts, law enforcement or other government authorities. Your personal information may also be disclosed where necessary for the establishment, exercise or defense of legal claims and to investigate or prevent actual or suspected loss or harm to persons or property.
• Sale of Business: We may transfer any information we have about you as an asset in connection with a proposed or completed merger, acquisition or sale (including transfers made as part of insolvency or bankruptcy proceedings) involving all or part of Float Financial Solutions Inc. or as part of a corporate reorganization or other change in corporate control.
• Subsidiaries and Affiliates: We may disclose personal information that we collect or you provided as described in this privacy policy to our subsidiaries and affiliates.

Please note that Float is not responsible for the Privacy practices of any third-party affiliates or service providers. The information collected and stored by said parties is subject to their own policies and practices, including what information they share with us, your rights and choices on their services and devices, and whether they store information in the U.S. or in other jurisdictions. We strongly suggest that you review the privacy practices of said parties prior to using their services.

Other Important Information About Your Personal Information, Safeguards and Retention

We have implemented reasonable administrative, technical and physical measures in an effort to safeguard the personal information in our custody and control against theft, loss and unauthorized access, use, modification and disclosure. However, please note that no information security program or transfer via the internet is entirely secure and, although we employ safeguards to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website, platform, or through the Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website or platform.

• Third Party Links: Our Website may contain links to other websites that Float does not own or operate. We provide links to third party websites as a convenience to the user. These links are not intended as an endorsement of or referral to the linked websites. The linked websites have separate and independent privacy policies, notices and terms of use. We do not have any control over such websites, and therefore we have no responsibility or liability for the manner in which the organizations that operate such linked websites may collect, use or disclose, secure and otherwise treat personal information. We encourage you to read the privacy policy of every website you visit.

Your Choices About Your Personal Information

We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:

• Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe’s website, here. If you disable or refuse cookies, please note that some parts of this site may then be inaccessible or not function properly.
• Google Analytics. Google Analytics operates cookies on the Website. You can learn more information about how Google Analytics uses Cookies or other tracking technologies on the Platform by visiting: How Google Uses Information From Sites or Apps .  Further, you can manage your Google ad settings, by visiting: Google’s My Ad Center.
• Promotional Offers from the Company. If you do not wish to have your contact information used by us to promote our own or third parties’ products or services, you can unsubscribe at any time by clicking the “unsubscribe” link included at the bottom of each email or by contacting us at the contact information provided in the “Contact Us” section below. Please note that you may continue to receive transactional or account-related communications from us after you unsubscribe.
• Unlinking Applications: If a customer has linked a third-party service, such as an accounting software or Slack, the customer may unlink their service at any time through the settings page in the Float account. Unlinking your account will not impact data collected while the services were connected. The other service may also independently collect information for which Float holds no liability or responsibility. We strongly suggest you to read the respective privacy policies of these providers.

We do not control third parties’ collection or use of your information to serve interest-based advertising. However these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving targeted ads from members of the Network Advertising Initiative (“NAI”) on the NAI’s website, here.

Access to information

If we receive a request from an individual to access or update personal information we maintain on behalf of a customer, we will direct that individual to the relevant customer. We will assist our customers wherever possible in responding to individual access requests. Subject to applicable law, you may have the right to access, update and correct inaccuracies in your personal information in our custody or control. You may request access, updating and corrections of inaccuracies in your personal information in our custody or control by emailing or writing to us at the contact information set out below. We may request certain personal information for the purpose of verifying the identity of the individual seeking access to his or her personal information records.

Additional Disclosures

Nevada Residents: Nevada law (NRS 603A.340) requires each business to establish a designated request address where Nevada consumers may submit requests directing the business not to sell certain kinds of personal information that the business has collected or will collect about the consumer. A sale under Nevada law is the exchange of personal information for monetary consideration by the business to a third party for the third party to license or sell the personal information to other third parties. If you are a Nevada consumer and wish to submit a request relating to our compliance with Nevada law, please contact us at legal@floatcard.com.

Children’s under the Age of 13

Our Website is not intended for children under 13 years of age. No one under age 13 may provide any information to the Website or receive our services. We do not knowingly collect personal information from children under 13. If you are under 13, do not use or provide any information on this Website, If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at the information provided in the “Contact Us” section of this privacy policy.

Contact Us

If you have any questions or comments about this privacy policy or the manner in which we or our service providers treat your personal information, or to request access to our collection of your personal information, please contact us at:

+1 (833) 944-3175

legal@floatcard.com 

THREAD CARDHOLDER AGREEMENT

This Cardholder Agreement (this “Agreement”) explains the terms and conditions of your Account. By opening an Account or using your Card or allowing someone else to use your Card, you agree to the terms of this Agreement. Please keep a copy of this Agreement for your records.

Interest Rates and Interest Charges: We will not assess any interest on any Card Account balance.

A. INTRODUCTION

Float Financial Solutions US Inc. (“Float” or “Platform”) is providing this Agreement to Cardholder
(“Cardholder,” “you,” and “your”) on behalf of Thread Bank (“Bank,” “we,” “us,” and “our,” including our successors, affiliates, and assignees), a member of the Federal Deposit Insurance Corporation (“FDIC”). The Agreement is an agreement between you and us governing the use of your Card and Account (as defined below) issued by us. We are the provider of the Card and Account. The words “you” and “your” refer to the legal entity whose Authorized Representative agrees to be bound by this Agreement.

Access to your Account and the services under this Agreement are available only through Platform’s website
and/or phone application (collectively, the “Platform App”). Platform is responsible for making the Platform App
available to you. You should review your agreement with Platform for a complete list of services available. For a
list of the services enabled and made available to you by the Platform, please visit the Platform App. Access to
your Account and the services offered under this Agreement shall be accessed through the Platform App unless
we notify you otherwise. YOU UNDERSTAND THAT BY OPENING AN ACCOUNT THROUGH THE PLATFORM
APP, YOU AUTHORIZE BANK TO ACCEPT ALL INSTRUCTIONS PROVIDED TO BANK BY PLATFORM ON
YOUR BEHALF.

Before opening an Account, in order to comply with federal laws and to manage your account (as defined below),
you are required to provide us your business entity name, valid U.S. principal and local address (if different), date
of establishment, employer identification number, valid email address, your phone number(s), and other
information that we request in our sole discretion that will help us to identify you. You must provide the information we request in this regard, which may include organization documents for your business (such as copies of your articles of incorporation and copies of the bylaws or operating agreement), a certificate of good standing, and business resolutions, as well as a certification regarding beneficial owners and control persons of your business. Those individuals may be required to provide additional information or identifying documents that we request, such as Social Security Number (SSN) or other government-issued identification number, date of birth, driver’s license, passport, or other identifying documents. You must tell us when this information changes. We may ask you for additional documents to verify any changes. We may restrict or close your Account if we cannot verify your information, or if you do not provide it as requested. The account cannot be owned or titled jointly. You are responsible for use of the Account by others as set forth in this Agreement.

B. DEFINITIONS

Capitalized terms not otherwise defined in this Agreement have the following meanings:

• “Account” means your Card account with us.
• “Bank” means Thread Bank, the issuing bank of the Card.
• “Billing Cycle” means the time interval covered by a billing statement, which is approximately thirty days.
• “Business Days” means Monday through Friday, excluding Federal Reserve Bank holidays.
• “Card” means the credit card issued to you by us.
• “Minimum Payment Due” has the meaning set forth in the section of the Agreement entitled “Minimum Payment Due.”
• “Purchase” means the use of your Account to purchase or lease goods or services at participating merchants.
• “Transaction Date” means the date shown on your billing statement for a transaction.
• “We,” “us” and “our” refer to the Bank.
• “You,” “your” or “yours” refer to the Cardholder and any other person(s) who are also contractually liable under this Agreement.

C. USING YOUR ACCOUNT

Permitted Use. You agree to use your Account in accordance with this Cardmember Agreement and applicable law. You agree to use your Account for lawful transactions only. You must not use, or try to use, the Account for any illegal activity. You may use your Account only for business or commercial purposes, and not for any personal, family, or household purposes. Your Card can be used to buy or lease goods or services wherever the Card is honored. You may be able to establish recurring periodic billing arrangements with merchants. In that regard, it is your responsibility to ensure such merchants are provided with current Card information. If your Account information changes, such as a change in Card number or Card expiration date, you consent to our providing such new Card information, in our discretion, to any or all such merchants, but we are not obligated to do so. If your Account is closed or your Account or Card privileges are suspended or terminated, you understand that you may need to contact the applicable merchant(s) to ensure that automatic payments stop. Each Cardholder must sign the Card when it is received, and you must return the Card to us or destroy it if we ask you to. “Cardholder” means you or a natural person, including your employee, to whom we issue a Card under this Agreement. You may not use your Card Account for balance transfers.

Credit Authorizations. We do not guarantee approval of transactions. We may not authorize a transaction for security or other reasons, such as Account default, suspected fraudulent or unlawful activity, internet gambling, or any indication of increased risk related to the transaction. We will not be liable to you if we decline to authorize a transaction or if anyone refuses your Card,  or Account number.

Purchases. You may use your Account to make Purchases by presenting your Card or providing your Card number and additional information (for example, in online or telephone transactions) to participating merchants and establishments that honor the Card. We will not be liable to you (or anyone else) if any ATM, merchant or other person cannot or will not process a Purchase transaction permitted under this Agreement. Unless prohibited by applicable law, we may from time to time limit the type, number and dollar amount of any transaction, even if you have sufficient available credit to complete the transaction and may terminate or suspend your use of the Card or the Account, with or without notice to you before or at the time we take such action.

Promise to Pay. When you use your Account or let someone else use it, you promise to pay the total amount of the transactions made, plus all interest, fees and other amounts that you may owe us. We may limit or close your Account, but the terms of this Agreement will apply until you pay the Account in full.

Revocation of Contingent Agreements: Concurrent with this Agreement, you have signed both a Pre-Authorized Debit Agreement and a Security Agreement with Float Financial Solutions U.S. Inc. While both the Pre-Authorized Debit Agreement and the Security Agreement exists between you and Float (and not you and Thread), in the event that you revoke either the Pre-Authorized Debit Agreement or the Security Agreement with Float, we may opt to close your Account with us, at the direction of Float if you do so.

Card Activation. You must activate your Card prior to use. You can activate it by accessing Float. If you need to replace your Card for any reason, please deactivate the Card by notifying us 1 (833) 944 3175, or by emailing Float at support@floatcard.com. 

Expiration Date. The expiration date of each Card is identified on the back of the Card. Each Cardholder agrees to sign the back of the Card immediately upon receipt. Each Card is our property and must be surrendered to us or discarded upon demand. Each Card is non-transferable, and it may be canceled, repossessed, or revoked at any time without prior notice subject to applicable law. We may refuse to process any transaction that we believe may violate the terms of this Agreement.  

Virtual Card. You may have the option of accessing your Card Account with, in addition to your physical card, a virtual card represented by a 16-digit account number (“Virtual Card”). The Virtual Card may either be single-use, meaning the 16-digit account number will expire after a single transaction, or recurring-use, meaning you may use your 16-digit Account number for multiple transactions. You may not use your Virtual Card to obtain cash anywhere. 

Transactions Made in Foreign Currencies. If you make a purchase in a currency other than dollars, the amount of the charge to your Card Account will be converted by Mastercard International Incorporated into dollars. The currency conversion rate between the transaction currency and the billing currency used for processing international transactions is either a rate selected by Mastercard International Incorporated from the range of rates available in wholesale currency markets for the applicable processing date, which may vary from the rate Mastercard International Incorporated itself receives, or the government-mandated rate, where applicable in effect for the applicable processing date. 

Card Not Present Transactions. If you use the 16-digit Card number without presenting the Card in person (such as for a mail order, telephone, or internet purchase), the legal effect will be the same as if you had physically presented the Card itself. For security reasons, we may limit the amount or number of such transactions you may make.  

Processing Errors. We will rectify any processing error that we discover. If the error results in a charge of more than the correct amount, we will credit the Card Account for the difference. If the error results in a charge of less than the correct amount, we will charge the difference to the Card Account.  

Card on File. If you keep your Card on file with a merchant or payee with authorization to bill that Card for recurring payments, or to make future purchases or payments, you may need to notify each merchant of your updated Card information, such as a new Card number or expiration date, to ensure payments are uninterrupted. 

Receipts. You should get a receipt at the time you make a transaction using your Card. You agree to retain, verify, and reconcile your transactions and receipts.   

Digital Wallets. You can add your Card to a digital wallet by following the instructions of the digital wallet. The digital wallet may not be accepted in all places where your Card is accepted. We may terminate the ability for you to add the Card to a digital wallet at any time. You should contact the digital wallet provider to remove a Card from the digital wallet. We can end or suspend your ability to use a Card with the digital wallet at any time. You are solely responsible for maintaining the security of your digital wallet credentials (including user identification, password or other access credentials). If you share these credentials with any other person, you expressly authorize that person to have access to your personal information, to access your Card Account and to initiate charges to your Card Account using the digital wallet service. We currently do not impose a fee for using your Card with a digital wallet, but we reserve the right to impose a fee in the future. Please note that a digital wallet provider or another third party enabling or associated with your use of a digital wallet may charge a fee for using your Card with such digital wallet service. We are not a provider of any digital wallet service that you may choose to use, and we are not responsible for providing the digital wallet service to you. We are only responsible for supplying information securely to the digital wallet provider to enable usage of the Card in such digital wallet. We are not responsible for any failure of the digital wallet or the inability to use the digital wallet for any transaction. We are not responsible for the performance or non-performance of the digital wallet provider or any other third parties regarding any agreement you enter into with the digital wallet provider or associated third-party relationships that may impact your use of the digital wallet. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF A DIGITAL WALLET SERVICE IS AT YOUR SOLE RISK, AND WE ARE NOT RESPONSIBLE FOR THE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, OR ACCURACY. You agree that we may exchange your information with your digital wallet provider, a payment network (e.g., Visa and Mastercard), and others in order to enable your use of a digital wallet service, make information available to you about your Card transactions, and improve our ability to offer our services in connection with a digital wallet service. We do not control how digital wallet providers or other third parties use the information received in connection with digital wallet services, and the use of such information is governed by such party’s privacy policy. We are not responsible for the security of the information provided to any digital wallet provider or stored in a digital wallet. We are not responsible if a security breach occurs that affects any information stored in, or sent from, a digital wallet.  

D. AVAILABLE CREDIT ON YOUR CARD

Available Credit on Account. The “available credit” on your Account is the amount of credit that is available for you to make transactions at any given time. The available credit on your Account at any given time is equal to the “available balance” in an external, Float Visa Prepaid Card less your Card Account Balance. Specific terms related to the Float Visa Prepaid Card can be found www.floatcard.com/legal. There is no privity of contract between you or us regarding the Float Visa Prepaid Card, and the Float Visa Prepaid Card and its related terms exist as a separate contract between you and People’s Trust Company, as presented by Float. Information regarding available funds (and hence available credit) is viewable on the Platform App.

Account Balance. Your purchases decrease your available credit. Your Account Balance reflects the full amount of purchases that we have authorized to be debited to your Card Account. It does not reflect transactions that you have authorized with a third party but have not yet been submitted to us. We may charge to your Account Balance the amount any merchant holds on the Card that we have authorized and any other holds, such as to comply with legal processes. Pending transactions and holds also may cause your Account Balance to exceed your available credit during the time the transaction is pending or a hold is in effect when other transactions may be charged to your Account. An authorization hold is not payment for an authorized transaction. The transaction is subsequently processed by the merchant and submitted to us for payment. The release of the hold will be in the form of a credit to your Account for the amount of the original hold, and any payment submitted to us for payment by the merchant will be debited to your Account. We also may debit or credit your Account Balance in the amount of any necessary adjustment due to a chargeback or error or for any other reason.

Deposit Account Holds. When you make a transaction on the Account, the Platform will place an equivalent amount of funds in the Float Visa Prepaid Card on hold and classified as “Spent Money.” The Spent Money will remain on your Float Visa Prepaid Card, but is placed on hold (by Float and not us). You agree not to use your Account in any way that would cause the Account Balance to exceed the available balance in the Float Visa Prepaid Card.

Posting Available Credit. You can use the Platform App to view the amount of your available credit at any time on your Account. You are responsible for keeping track of your Account Balance and available credit. 

E. MAKING PAYMENTS

Minimum Payment Due. You must pay the full Account balance on the Periodic statement each month in U.S. Dollars. You have the option however, to pay the Account balance in full on a more frequent basis without penalty.

Payment Instructions. You must pay the full Account balance each month in U.S. Dollars. Please do not send cash, checks or money orders. You or the Platform on your behalf may only make electronic payments using either a U.S. bank account or debit card. We may refuse to accept a payment in a foreign currency. If we do accept it, we may charge your Account our cost to convert it to U.S. dollars. We can accept late payments, partial payments or payments marked “payment in full” or with any other restrictive endorsement without losing any of our rights under this Agreement. We credit your payments in accordance with the terms contained on your billing statement. If a third party makes a payment on your Account and we return all or a part of such payment, then we may adjust your Account for any amount returned. We reserve the right to defend ourselves against any demand to return funds we have received, and may agree to a compromise of the demanded amount as part of a settlement.

F. DEFAULT AND REMEDIES

Events of Default. We may declare you to be in default under this Agreement if any of the following events occur: (i) you do not pay the Account balance when it is due; (ii) any payment you make is returned, rejected, not paid, or cannot be processed, and you have otherwise failed to pay the Account balance when it is due; (iii) you file or become the subject of a bankruptcy or insolvency proceeding; (iv) we determine that you made a false, incomplete or misleading statement to us, or you tried to defraud us; (v) you revoke your consent under the “Consent to Electronic Signatures, Communications, and Statements” agreement to receive Communications electronically; (vi) you fail to comply with the terms of this Agreement or any other agreement with us or an affiliate, including failing to make a required payment when due, exceeding your Account credit line or using your Card or Account for an illegal transaction. (vii) we believe in good faith that your ability to pay or perform the obligations under this Agreement has been materially impaired; (viii) significant change occurs in your ownership, organizational structure, or type or volume of business; (ix) you are in default of any other credit, loan, leasing or similar agreement for the extension of credit you have with us or any of our subsidiaries or affiliates; or (x) you violate applicable law in connection with the Card Account.

Consequences of Default. If you are in default, we may take any or all of the following actions, and any other actions we have a right to take under applicable law, against you in accordance with applicable law, without notifying you, unless applicable law says that we must give you notice: (i) close or suspend your Card(s) and Card Account; (ii) reduce your available credit; (iii) demand that you immediately pay the Account Balance; (iv) declare you to be in default under any other agreement you have with us and exercise our remedies under that other agreement; or (v) file a lawsuit against you, or pursue another action that is not prohibited by law. If we file a lawsuit, you agree to pay our court costs, expenses and attorney fees except to the extent applicable law does not allow us to collect these amounts from you.

G. LIABILITY; AUTHORIZED AND UNAUTHORIZED USE

Except as otherwise provided herein, to the fullest extent permitted by law, you are liable for all amounts due under this Cardmember Agreement regardless of who receives the benefit associated with such amounts due. 

Unauthorized Use. You may be liable for the unauthorized use of your Card, or Card Account, that occurs prior to you notifying us of such use. Your liability for such unauthorized use that occurs prior to you notifying us will not exceed the lesser of $50.00 or the amount of money, property, labor or services obtained by the unauthorized use. You will not be liable for unauthorized use that occurs after we receive your notification, either by phone or in writing using our contact information set forth in the General Terms below or by contacting us electronically using Float, and we have had a reasonable opportunity to act on such notice.  

You agree to provide us your assistance to investigate why any unauthorized use occurred, to respond to our reasonable request for information related to the unauthorized use, to provide us documents in a form we request (including an affidavit), and to correct the problem. In the case of any unauthorized transaction claimed by you, you give us all of your rights against others regarding that transaction. You will also: (i) give us any information about the disputed transaction, if we ask; (ii) not pursue any claim with respect to the transaction amount from the merchant or any other person; and (iii) help us pursue liability from others. You must identify for us the charges on the Card Account that were not made by you or someone authorized by you and for which you received no benefit. 

Mastercard Zero Liability. Under Mastercard Zero Liability Protection, you will not be held responsible for unauthorized transactions if you have used reasonable care in protecting your Card from loss or theft, and you promptly report the loss or theft to us. Mastercard Zero Liability applies to purchases made in store, over the telephone, online or via a mobile device. Mastercard Zero Liability does not apply to certain Mastercard payment cards that are used for commercial purposes. 

Authorized Use. You are responsible for all authorized transactions initiated with use of the Card or Card Account. You agree that unauthorized use does not include use by a person to whom you have given authority to use the Card or Card Account or any transaction from which you received a benefit. You agree that you will be liable for all use by such a person until you notify us that such authority to use the Card or Card Account is no longer authorized and we have had a reasonable opportunity to act on that notice. We will replace your Card and Card Account subject to your payment of a replacement fee specified in this Cardmember Agreement.  

Card Access. You understand that you are solely responsible for protecting access to, and use of, your Card and Card Account, including if your mobile phone or other electronic device can function as a Card or otherwise store or display your Card or Card Account information, including in a digital wallet. You must take reasonable steps to prevent the unauthorized use of your Card. CONTACT US IMMEDIATELY IF YOU BELIEVE YOUR CARD OR CARD ACCOUNT HAS BEEN LOST, STOLEN, ACCESSED, OR USED BY ANY UNAUTHORIZED PERSON. You may ask us to lock any Card, and we may take other actions we deem necessary to protect the security of your Card Account on our systems. Locking a Card may not prevent all unauthorized transactions and will not prevent transactions that have already been initiated. If your Card is lost or stolen or if you think someone else may be using your Card or Card Account without your permission, notify Float immediately. We are not responsible for any losses you incur if anyone refuses to accept your Card for any reason. We may decline to authorize a transaction for any reason without liability to you. We are not responsible for any losses you incur if we do not authorize a transaction. We are not liable for any losses that may result when our Card and Card Account services are unavailable due to reasons beyond our control. In no event shall we be obligated to reissue a lost or stolen card.  

Merchant Goods and Services. We are not responsible for the delivery, quality, safety, legality, or any other aspect of the goods and services you purchase from merchants with the Card. Merchants have no authority to make representations or warranties on our behalf, to bind us or to enter into any agreement on our behalf. Except as otherwise permitted by applicable law, all disputes concerning those matters should be addressed to the merchants from whom the goods and services were purchased. 

Disclaimer of Warranty. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS AGREEMENT OR REQUIRED BY LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO YOU, WHETHER EXPRESS OR IMPLIED, REGARDING THE CARD, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 

H. OTHER IMPORTANT INFORMATION

Collection Costs. If we use an attorney to collect your Account, we may charge you our legal costs except as prohibited by law. These include reasonable attorneys’ fees, court or other collection costs, and fees and costs of any appeal.

Automatic Updates With Third Parties. You may set up automatic billing, or store your Card information, with a merchant, wallet provider, or other third party. If your Card information changes, which may include billing address, you authorize us to provide this updated information to any such merchant, wallet provider, or other third party at our discretion. You must contact the merchant, wallet provider, or other third party directly, or remove your Card information from the merchant site, wallet provider, or third party, if you wish to stop such automatic billing or updates with third parties.

Cancellation of Your Account. You may cancel your Account. You will remain responsible for any amount you owe us under this Agreement. We may cancel, suspend or not renew your Account at any time without notice.

Governing Law. Except as provided in the “ARBITRATION” section, this Agreement is governed by applicable federal law and by Tennessee law, without regard to its choice-of-law rules. 

Severability. If any part of this Agreement is found to be invalid, the rest of it will still remain in effect. However, if the waiver of class actions in the “ARBITRATION” section is invalidated in any proceeding in which you and we are involved, then the entire “ARBITRATION” section will be void with respect to that proceeding.

Enforcing this Agreement. We may delay enforcing or not enforce any of our rights under this Agreement without losing or waiving any of them.

Assignment of Account. We may sell, assign or transfer your Account or any portion of it without notice to you. You may not sell, assign or transfer your Account without first obtaining our prior written consent.

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ARBITRATION

This Arbitration Agreement is part of your Cardholder Agreement. 

Arbitration. PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT CAREFULLY. IN THIS ARBITRATION AGREEMENT, “WE,” “OUR” AND “US” REFER TO BANK AND PLATFORM. THIS ARBITRATION PROVISION PROVIDES FOR MANDATORY ARBITRATION OF CLAIMS (SUBJECT TO SOME EXCEPTIONS), INSTEAD OF COURT PROCEEDINGS. IF YOU OR WE ELECT ARBITRATION OF A CLAIM, NEITHER WILL HAVE THE RIGHT TO PURSUE THAT CLAIM BEFORE A JUDGE OR JURY IN COURT OR TO PARTICIPATE IN A CLASS ACTION PROCEEDING. RIGHTS YOU WOULD HAVE IN COURT THAT MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION INCLUDE THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL. FEES AND EXPENSES OF ARBITRATION MAY BE HIGHER THAN THOSE ASSOCIATED WITH COURT PROCEEDINGS. THE ARBITRATOR’S DECISION WILL BE BINDING, EXCEPT AS PROVIDED BELOW. 

Agreement to Arbitrate. Any claim, dispute, or controversy (“Claim”) arising out of or relating in any way to: i) this Cardholder Agreement; ii) the Card, Account, or our services; iii) your use of the Card, Account, or our services; iv) the amount of credit available on the Card Account; v) advertisements, promotions or oral or written statements related to the Card, Account, or our services; vi) the benefits related to the Card, Account, or our services; or vii) transactions made using the Card, Account, or our services, no matter how described, pleaded or styled, shall be FINALLY and EXCLUSIVELY resolved by binding individual arbitration conducted by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. This arbitration agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (9 U.S.C. 1-16).  The arbitration shall occur in Tennessee. 

ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA CODE OF PROCEDURE. 

For a copy of the procedures, to file a Claim or for other information about this organization, contact it at: AAA, 335 Madison Avenue, New York, NY 10017, or at www.adr.org. 

All determinations as to the scope, interpretation, enforceability and validity of the Agreement shall be made exclusively by the arbitrator, which award shall be binding and final. Judgment on the arbitration award may be entered in any court having jurisdiction. 

NO CLASS ACTION, OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE ALLOWABLE. 

This arbitration provision shall survive: i) the termination of this Cardholder Agreement; ii) the bankruptcy of any party; iii) any transfer, sale or assignment of your Account, or any amounts owed on your account(s), to any other person or entity; or iv) closing of the account(s). If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall remain in force. 

IF YOU DO NOT AGREE TO THE TERMS OF THIS ARBITRATION AGREEMENT, YOU MUST NOTIFY PLATFORM WITHIN SIXTY (60) DAYS FROM THE DATE YOU ENTER INTO THIS AGREEMENT TO CLOSE THE ACCOUNTS AND REQUEST A REFUND, IF APPLICABLE. 

Costs of Arbitration. You and we will be responsible for paying the fees of the arbitrator and any administrative fees charged by the arbitrator according to the rules and procedures of the arbitrator. We will also pay or reimburse you for all or part of other arbitration fees, if the arbitrator determines there is good reason to do so, and we will pay any fees and costs, which we are required to pay by law or by the rules and procedures of the arbitrator. In addition, in the event that you receive an arbitration award that is greater than our last written settlement offer, the arbitrator shall have the discretion to require us to pay your attorneys’ fees and costs. Otherwise, each party will bear its own attorneys’ fees and costs, regardless of who prevails, except as otherwise awarded by the arbitrator in accordance with applicable law. 

The arbitrator’s decision is final and binding on the parties, except for any right of appeal provided by the Federal Arbitration Act. Costs will be allocated in the same way as costs are allocated in arbitration by a single arbitrator. A final and binding award is subject to judicial review only as provided by the Federal Arbitration Act. An arbitration award will be enforceable under the Federal Arbitration Act by any court having jurisdiction. 

Float Scale User Terms

Last updated: Mar 06, 2024

1. INTRODUCTION

1.1. These terms (“Scale User Terms“) are between you (“Customer“, “you“) and the respective Airwallex entity as set out in Annex 1 to these terms (“Airwallex“, “we” or “us“, and together with Customer, the “Parties“).

1.2. The Scale User Terms govern our performance of the Scale Activities (as defined in clause 1.4) and your related use of the services we provide to you in accordance with the Customer Agreement, as such agreement is defined in clause 1.3 (“Airwallex Services”).

1.3. These Scale User Terms are supplemental to, form part of and must be read together with other terms, conditions and policies that govern the Airwallex Services, each of which are available at Airwallex.com, and other Airwallex terms, conditions or policies to which you may have agreed (collectively, the “Airwallex Agreements,” and, together with these Scale User Terms, the “Customer Agreement“).

1.4. The person or entity that operates the software-as-a-service solution (“Platform”) for which you have entered into an agreement, defined in clause 1.5, that requires your agreement to these Scale User Terms (“Platform Provider”) has entered into a separate agreement with us for the performance of services provided by us to allow you to connect with a Platform in accordance with these Scale User Terms (such services, “Scale Activities,” and such separate agreement between us and Platform Provider, “Platform Provider Scale Agreement”).

1.5. You have entered into a separate agreement with the Platform Provider for certain services (the “Platform Agreement“).

1.6. Capitalized terms shall have the same meaning as defined in the Airwallex Agreements, or as otherwise defined in these Scale User Terms.

1.7. To the extent there is a conflict between the Airwallex Agreements and these Scale User Terms, the Scale User Terms will prevail. To the extent there is a conflict between the Customer Agreements and Platform Provider’s ordering document, the Platform Provider’s ordering document will prevail.

2. TERM

These Scale User Terms shall take effect on the date you sign onto the subscription license with the Platform Provider in accordance with the Platform Agreement. Such date shall also be deemed to be the date you agree to these terms (“Commencement Date”). These Scale User Terms shall remain in full force during the subscription license term unless the Scale User Terms are otherwise terminated in accordance with clause 12 (the ” Scale Term“).

3. SCALE ACTIVITIES

3.1. The Scale Activities consist of us providing you with Airwallex Services which will:

3.1.1.allow the Platform Provider to pass us information about you which is required to support your application for Airwallex Services;

3.1.2.enable us to credit funds that we receive from the Platform Provider into the collection account created by Airwallex, in a jurisdiction selected by Airwallex, for your use to receive funds in an approved currency or currencies (“Global Account”);

3.1.3.allow us to accept instructions from the Platform Provider to deduct Platform Provider Fees from your Wallet or your Global Account, as applicable; and

3.1.4.allow us to share account information, including transaction data of your Global Account, with the Platform Provider.

3.2. We shall perform our Scale Activities for the Scale Term.

3.3. Scale Activities, insofar as they are services provided to you, form part of the Airwallex Services set out in the Customer Agreement.

3.4. By using the Airwallex Services, you confirm that you accept and agree to these Scale User Terms and the Customer Agreement.

4. CUSTOMER UNDERTAKINGS

4.1. You undertake to promptly provide us with any and all information that we may reasonably require from you from time to time so that we can perform Scale Activities and comply with our obligations under Applicable Law as they relate to the Scale Activities (including, without limitation, customer due diligence information). For the avoidance of doubt, you agree and acknowledge that we may cease to provide Scale Activities immediately if you fail to provide us with the information that we request from you under this Clause.

4.2. The Platform Agreement may provide the Platform Provider with a right to view information in relation to the Customer’s Airwallex Account or do other things concerning Scale Activities. Where this is provided for in the Platform Agreement, Customer agrees that the Platform Provider will be appointed as an authorized user pursuant to the Airwallex Agreements with the authority to view information concerning Customer’s Airwallex account and do such things on Customer’s behalf as is set out in the Platform Agreement (for example, deduct Platform Fees from Customer’s Airwallex Account where Customer has authorized the Platform Provider to do so).

4.3. Customer agrees that one or more Airwallex Services may be provided by Airwallex affiliates, or their respective sponsors or partners (“Third-Party Service Providers“), and Customer may therefore be required to enter into one or more agreements with such parties.

5. PLATFORM PROVIDER FEES

5.1. Service Fees. The Service Fees agreed with respect to the Airwallex Services are, unless otherwise agreed under the Customer Agreement or otherwise agreed between you and the Platform Provider, set out in the Fee Schedule that can be accessed here.

5.2. Authorization to deduct Platform Provider Fees etc. You confirm and direct that where we, our affiliates, or our Third-Party Service Providers receive a request or instruction from the Platform Provider to deduct any amounts (including Platform Provider Fees) from (i) funds received by us on your behalf prior to settlement into your account or (ii) the settled funds in your Wallet or your Global Account, as applicable, then such party shall comply with that request or instruction pursuant to information provided by the Platform Provider, without the need for such party to verify that such amounts are accurate or are in fact owed by you to the Platform Provider or Airwallex (as applicable), and shall transfer the relevant amount to the Platform Provider.

5.3. The amount of Platform Provider Fees applicable to the products and services provided to you by the Platform Provider under the Platform Agreement (“Platform Services”) will be governed by the terms of the Platform Agreement. Except where required by Applicable Law, Airwallex and its affiliates are not responsible for and have no control over any Platform Provider Fees or other amounts that the Platform Provider may require you to pay.

5.4. In the event that you wish to withdraw your authorization for the deduction of the fees that are payable by you to the Platform Provider under the Platform Agreement (“Platform Provider Fees”), you must inform us in writing and at least one working day before the next deduction is due to be deducted from your Wallet or your Global Account, as applicable. You will need to tell the Platform Provider that you’ve withdrawn the authorization, and in any event you hereby consent to us informing them that you have done so.

5.5. Upon receipt by us of a notice pursuant to clause 5.4 above, any authorization provided by you for deductions pursuant to clause 5.2 shall be deemed to have been revoked and we will cease to accept instructions for such deductions from the Platform Provider.

6. REPRESENTATIONS AND WARRANTIES

In addition to the representations and warranties in the Customer Agreement, you represent and warrant that you:

6.1. have the right, power and authority, including under Applicable Law, to enter into these Scale User Terms and to perform all of your obligations under it; and

6.2. will provide us with accurate, up-to-date and complete information at all times where requested to do so.

7. SHARING OF DATA

7.1. You acknowledge and agree that we and the Platform Provider may share your Customer Data between us, including personal information and transactional data. When we receive any of your Customer Data from the Platform Provider we will use it in accordance with these Scale User Terms, the Customer Agreement and our Privacy Policy.

7.2. For the purposes of these Scale User Terms, the ‘Agreed Purposes’ for us to collect, hold, use or disclose such personal information under these Scale User Terms are to:

7.2.1.provide Scale Activities to you and manage our relationship with you;

7.2.2.enable us to comply with all Applicable Law, including conducting anti-money laundering, financial crime and other screening checks;

7.2.3.enable us to share Customer Data with our affiliates, applicable Third-Party Service Providers, and the Platform as necessary for Airwallex and such parties to provide the Scale Activities; and

7.2.4.enable us to comply with the Customer Agreements.

8. CONFIDENTIAL INFORMATION

8.1. Each Party shall:

8.1.1.keep confidential the details of the negotiations leading up to and these Scale User Terms and all information, whether in written or any other form, which has been disclosed to it by or on behalf of the other Party in confidence or which by its nature ought to be regarded as confidential (including, without limitation, any business information in respect of the other Party which is not directly applicable or relevant to the arrangements contemplated by these Terms); and

8.1.2.permit access to its officers, subsidiaries, affiliates, banking partners, employees and representatives (where applicable) and ensure its officers, subsidiaries, affiliates, banking partners, employees and representatives (where applicable) keep secret and treat as confidential all such documentation and information.

8.2. Clause 8.1 does not apply to information:

8.2.1.which shall after the Scale Terms commence, except in consequence of an act or omission by the other Party to these Terms in contravention of the obligations in Clause 8.1;

8.2.2.made available to the recipient Party by a third party who is not under any obligation of confidentiality in respect of such information to the other Party or which has been disclosed under an express statement that it is not confidential;

8.2.3.which has been independently developed by the recipient Party otherwise than in the course of the exercise of recipient Party’s rights under these Scale Terms;

8.2.4.made available to either Party’s legal or professional advisers provided it is made available under strict confidentiality obligations and solely for the purpose of professional advice; or

8.2.5.which the recipient Party proves was already known to it before receipt from the disclosing Party.

8.3. Clause 8.1 shall allow for permitted disclosures:

8.3.1. to the extent required to be disclosed by any Applicable Laws or by any recognized stock exchange or governmental or other regulatory or supervisory body or authority of competent jurisdiction to whose rules the Party making the disclosure is subject, whether or not having the force of law; or

8.3.2. to any applicable tax authority either to the extent required by a legal obligation or to the extent reasonably required to assist the settlement of the disclosing Party’s tax affairs or those of any of its shareholders or any other person under the same control as the disclosing Party;

8.3.3. provided that the Party disclosing the information shall notify the other Party of the disclosure (and of the circumstances in which the disclosure is required) as early as reasonably possible before or after such disclosure is made, and shall take all reasonable action to avoid and limit such disclosure, except in circumstances where such notification or action by the notifying Party is not permitted by Applicable Law.

9. DISPUTES WITH PLATFORM PROVIDER AND RELATED LIABILITY

9.1. You acknowledge that we, our affiliates, and applicable Third-Party Service Providers have no control over or responsibility or liability for the actions or failures of the Platform Provider. This means, for example, that we are not liable if the Platform Provider fails to transfer funds to you in accordance with the Platform Agreement.

9.2. In the event of any complaint or dispute between you and the Platform Provider, you must settle the dispute directly with the Platform Provider in accordance with your Platform Agreement. Such disputes cannot be dealt with under these Scale User Terms.

We, our affiliates, and our Third-Party Service Providers are not liable for the Platform Services. Platform Provider is solely responsible for the Platform Services. We, our affiliates, and our Third-Party Service Providers are not responsible for and do not guarantee the performance of Platform Services. Airwallex, its affiliates and Third-Party Service Providers are not responsible for the acts or omissions of Platform Provider, and Airwallex, its affiliates and Third-Party Service Providers will not be liable for any loss caused by a Platform Provider.

9.3. You are solely responsible for, and we have no responsibility or liability for:

9.3.1.any obligations that you owe to the Platform Provider under your agreement(s) with them; or

9.3.2.your compliance with Applicable Law.

10. INDEMNITY

In addition to the indemnities set out herein and in the other Airwallex Agreements, you will indemnify us and keep us indemnified on demand against all losses, damages, costs (including legal fees) and expenses incurred or suffered by us in connection with or as a result of:

10.1. us acting on any of your instructions which have been given by you or by the Platform Provider acting with your authority;

10.2. your gross negligence or willful misconduct in your performance of these terms and conditions;

10.3. your breach of Applicable Law;

10.4. your breach of these Scale User Terms;

10.5. Airwallex shall indemnify you and keep you indemnified on demand against all losses, damages, costs (including legal fees) and expenses incurred or suffered by you in connection with or as a result of:

10.5.1. Airwallex’s breach of Applicable Law; or

10.5.2. our gross negligence or willful misconduct in our provision of the Airwallex Services.

10.6. Airwallex shall indemnify you and keep you indemnified on demand against all losses, damages, costs (including legal fees) and expenses incurred or suffered by you in connection with or as a result of any claim made against you by a third party alleging that the Airwallex Services provided to and used by you in accordance with the Customer Agreement, or any and all hardware, software, application programming interfaces, user interfaces, and other technology that Airwallex uses to provide and make available the Airwallex Services (“Airwallex Technology”) infringe or misappropriate the intellectual property rights of the third party making the claim (each such claim, a “Third-Party IP Claim”).

10.6.1. Airwallex’s obligations in this Section 10.6 do not apply if the allegations do not specify that the Airwallex Services or Airwallex Technology form the basis of the Third-Party IP Claim, or to the extent the Third-Party IP Claim arises out of: (i) your breach of this Agreement; or (ii) your negligence, fraud or willful misconduct.

10.6.2. You must promptly notify Airwallex of the Third-Party IP Claim for which you seek indemnification; however, any delay or failure to notify will not relieve Airwallex of its obligations under this Section 10.6, except to the extent Airwallex has been prejudiced by such delay or failure. You must give Airwallex sole control and authority to defend and settle the Third-Party IP Claim, but (i) you may participate in the defense and settlement of the Third-Party IP Claim with counsel of your own choosing at your own expense; and (ii) Airwallex will not enter into any settlement that imposes any obligation on you (other than payment of money, which Airwallex will pay) without your consent. You must reasonably assist Airwallex in defending the Third-Party IP Claim.

10.6.3. Airwallex may in its discretion and at no additional expense to you: (i) modify the Airwallex Services or Airwallex Technology so that they are no longer claimed to infringe or misappropriate intellectual property rights of a third party; (ii) replace the affected Airwallex Services or Airwallex Technology with a non-infringing alternative; (iii) obtain a license for you to continue to use the affected Airwallex Services or Airwallex Technology; or (iv) terminate your use of the affected Airwallex Services or Airwallex Technology upon thirty (30) days’ notice.

10.6.4. This Section 10.6 states Airwallex’s sole liability, and your sole and exclusive right and remedy, for infringement by the Airwallex Services or Airwallex Technology, including any Third-Party IP Claim.

11. LIMITATION OF LIABILITY

11.1. Neither Party limits or excludes its liability for:

11.1.1. Death or personal injury caused by its negligence or the negligence of its employees;

11.1.2. Fraud or fraudulent misrepresentation by it or its employees;

11.1.3. Any liability to the extent that it cannot be limited or excluded by Applicable Laws.

11.2. You assume responsibility in full for any direct losses arising from all Payment Transactions entered by you or your Users using authorized usernames and passwords.

11.3. We assume responsibility in full for any direct losses arising from (a) our breaches of confidentiality or data security provisions contained herein; or (b) any failure to pay monies to the designated beneficiary, unless the reason for such non-payment is provided for herein or in the Customer Agreement.

Notwithstanding anything to the contrary herein, each Party’s liability under Sections 11.2 or 11.3 in respect of each claim or dispute shall not exceed the actual amount that was subject to the Payment Transaction.

12. TERMINATION AND SUSPENSION

12.1. Termination by either Party. Either Party may terminate the Scale User Terms as a Service in accordance with the Airwallex Agreements.

12.2. Termination of Platform Provider Scale Agreement. We reserve the right to without notice immediately suspend or terminate these Scale User Terms immediately in the event the Platform Provider Scale Agreement is terminated.

12.3. Termination of the Platform Agreement. We acknowledge that a Platform Agreement may be terminated by you or the Platform Provider pursuant to its terms. In the event you issue or receive a notice to terminate the Platform Agreement you must immediately notify us in writing of the effective date of that termination. You agree that we have no liability or responsibility for deductions made pursuant to clause 5.2 of these Scale User Terms that may occur after the termination of the Platform Agreement, but before you’ve informed us of that termination.

12.4. In event of termination of the Scale User Terms, you acknowledge and agree that we may continue to comply with instructions from the Platform Provider under clause 5.2, up to the date termination takes effect.

12.5. You agree and consent to us informing the Platform Provider in the event that we issue or receive a notice of termination under clause 12.1 or 12.2.

12.6. Upon termination of the Scale User Terms under clause 12.1, 12.2 or 12.3 we confirm that:

12.6.1. we will cease to provide access to or share your Customer Data with the Platform Provider; and

12.6.2. any authorization provided by you for deductions pursuant to clause 5.2 shall be deemed to have been revoked and we will cease to accept instructions for such deductions from the Platform Provider.

ANNEX 1

Airwallex means*:	If you are a Customer established in:
Airwallex Pty Limited	Australia
Airwallex (Canada) International Payments Limited	Canada
Airwallex (Hong Kong) Limited	British Virgin Islands, Cayman Islands, China, Hong Kong, Israel, Japan, Macau, Marshall Islands, Mexico, Puerto Rico, Seychelles, Taiwan, Thailand, U.S. Virgin Islands
Airwallex (Netherlands) B.V.	Any European Economic Area Member State
Airwallex (Singapore) Pte. Ltd.	Singapore
Airwallex (U.K.) Limited	United Kingdom, Switzerland, United Arab Emirates
Airwallex US, LLC and, in connection with certain foreign-currency-related transaction activity only, such as foreign currency exchanges, Airwallex (Hong Kong) Limited	United States

*unless specifically agreed otherwise between Parties