Float by Thread Bank Demand Deposit Account Agreement

CUSTOMER SERVICE CONTACT INFORMATION:

Address:  Float Customer Service support@floatcard.com

Website:  https://floatcard.com

Phone Number:  +1 (833) 944-3175

IMPORTANT NOTICES:

• (1) PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION SETTING FORTH THE RULES FOR DISPUTE RESOLUTION WITH US.
• (2) ALWAYS KNOW THE EXACT DOLLAR AMOUNT AVAILABLE IN YOUR ACCOUNT. MERCHANTS MAY NOT HAVE ACCESS TO DETERMINE THE ACCOUNT BALANCE.
• (3) BY OPENING OR MAINTAINING THIS ACCOUNT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. THIS AGREEMENT INCLUDES THE FOLLOWING DISCLOSURES (1) THE FEE SCHEDULE; (2) OUR PRIVACY POLICY, AND (3) ANY ADDITIONAL DISCLOSURES REGARDING YOUR ACCOUNT AND/OR RELATED FEATURES OR SERVICES THAT THE BANK MAY PROVIDE TO YOU FROM TIME TO TIME.
• (4) WE MAY CLOSE THE ACCOUNT AT ANY TIME, WITH OR WITHOUT CAUSE (SEE THE SECTION TITLED “ACCOUNT CLOSURE”, BELOW, FOR MORE INFORMATION).

This Demand Deposit Account Agreement (“Agreement”) sets forth the terms and conditions that govern your Float Account (“Account”). Float is a service mark of Float Financial Services US Inc., which provides services for the Account. “Accountholder”, “you” and “your” means the person who has opened and owns the Account. “We,” “us,” “our” and “Bank” mean Thread Bank, a state  chartered bank, Member FDIC, and our successors, affiliates or assignees. Please read this Agreement carefully and keep it for future reference.

1. DEFINITIONS

• “Access Device” means your Card, PIN, password, and any other code or device that we make available to access your Account.
• “Available Balance” is the amount of funds in your Account available for withdrawal and authorizing transactions, which may be different than yourAccount Balance. The Available Balance is reduced by 1) the amount of pending transactions, such as a point-of-sale transaction; 2) funds on hold in accordance with our Funds Availability Policy; 3) our receipt of notice that a transaction will be presented or returned; or 4) our receipt of legal process relating to your Account.
• “ACH” means the Automated Clearing House network, a funds transfer system governed by Nacha rules, that provides funds transfer services to participating financial institutions.
• “Business Day” means any day of the week that is not a Saturday, Sunday or federal holiday. Any references to “days” found in this Agreement means calendar days unless indicated otherwise. Non-Business Days are considered part of the following Business Day.
• “Card” means the debit card that may be used to access the funds deposited in your Account. The term “Card” includes both physical and Virtual Cards, although Virtual Cards have limited functionality as described in Section 3(b).
• “Customer Service” means the customer service we make available for your Account, available at the address, website and phone number listed in the section titled “Customer Service Contact Information.”
• “Financial Service” means your Account or any financial product or service made available to you through a website or mobile app or otherwise in connection with your Account.
• “Fee Schedule” refers to the document listing fees applicable to your Account, which is attached to this Agreement as amended from time to time.
• “PIN” means a Personal Identification Number used in connection with your Card to conduct Account transactions, as further described in the section below titled “Using Your Account.”

2. ABOUT YOUR ACCOUNT

Your Account is a demand deposit checkless checking account, meaning that transfers made to or from the Account may only be made electronically.  The Account is not a prepaid account or a credit product. You will not receive any interest on the funds in your Account. This Account is designated for business use, and we may close your Account if we determine that it is being used for consumer purposes. We may close your Account or refuse to process any transaction involving your Account that we believe may violate the terms of this Agreement or represents illegal or fraudulent activity. When we receive the funds that you deposit to your Account, the funds are insured by the Federal Deposit Insurance Corporation (“FDIC”), subject to applicable limitations and restrictions of such insurance. You may not use your Account for any illegal transactions or any activity prohibited by this Agreement.

You agree to pay the charges as shown on the Fee Schedule. Fees assessed to your Account balance may bring your Account balance negative. Any time your Account balance is less than the fee amount being assessed to your Account or your Account balance is already negative, the assessment of the fee will result in a negative balance on your Account or increase the negative balance on your Account, as applicable, except the Administrative Fee which will only be assessed if your Account balance is equal to or greater than the fee amount. If that occurs, any subsequent deposits to your Account will first be applied to the negative balance.

3. GETTING STARTED

a. Verification Process

• (1) Important information for opening an Account: To help the federal government fight the funding of terrorism and money laundering activities, the USA PATRIOT Act requires all financial institutions and their third parties to obtain, verify, and record information that identifies each person who opens an Account.
• (2)What this means for you: When you open an Account, we will ask for your name, residing and business address, date of birth, and other information that will allow us to identify you. We may also ask to see a copy of your driver’s license or other documents at any time.Accounts are opened subject to our ability to verify your identity by requiring acceptable types of identification. We may validate the information you provide to us to ensure we have a reasonable belief of your identity. If we are not able to verify your identity to our satisfaction, we will not open your Account or we may close the Account if it was previously funded and issue a refund check to the address used to request the Account. We reserve the right to not open an Account for anyone in our sole discretion. We may also limit the number of Accounts that you have in our sole discretion. Your Account is subject to fraud prevention restrictions at any time, with or without notice.
• (3)Eligibility and Activation: To be eligible to use and activate this Account, you represent and warrant to us that: (i) you are citizen or permanent resident of the fifty (50) United States or the District of Columbia who can lawfully enter into and form contracts under applicable law in the state in which you reside or a citizen or permanent resident of Canada; (ii) the personal information that you have provided to us is true, correct and complete; (iii) you have read this Agreement and agree to be bound by and comply with its terms.

b. Card Activation

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If you request an Account and we are able to verify your identity to our satisfaction, we will provide you with the ability to create and order virtual Cards (“Virtual Card”) and physical Cards. A Virtual Card is an online representation of a Card. You can use the Virtual Card as provided in this Agreement, with the following limitations: you may not add funds to your Account using your Virtual Card. In order to complete the process of opening your Account and to access the funds on deposit in your Account, you must create at least one card. Virtual Cards are activated immediately on creation in the Float platform. Physical cards are activated by the cardholder in the Float platform once received by the cardholder via postal mail. Card Purchases. You may use your Card to purchase goods and services from merchants that accept Cards bearing an acceptance mark displayed on the Card as a method of payment.

c. Delivery of Electronic Communications

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As a condition of opening and maintaining the Account, you are required to consent to receiving electronic communications from us.

4. ACCOUNT FUNDS

Deposits may be made only in the form and manner we permit in our sole discretion. Only electronic deposits are permitted. We may, at our sole discretion, refuse to accept any deposit. In addition, you are liable to us for all costs and expenses related to the collection of any amount from you.

5. USING YOUR ACCOUNT

a. Accessing Funds and Limitations

Each time you use your Card or another permitted method to access funds in your Account, the Available Balance in your Account will be reduced by the amount of the transaction and applicable fees. Generally, you may not exceed the Available Balance in your Account through an individual transaction or a series of transactions. If a transaction on your Account exceeds the balance of the funds available in your Account, you will remain fully liable to us for the amount of the transaction and any corresponding transaction fees(s) and agree to pay us promptly for the negative balance. If your Account has a negative balance, any deposits will be used to offset the negative balance. We may also, to the extent permitted by applicable law, use any deposit or balance on another account you have with us to offset a negative balance in your Account.  Additionally, we have the right to pursue collection, including the right to collect funds equal to or less than the negative balance, plus any applicable fees, from any other account(s) you may have with us. If you use your Card number without presenting your Card (such as for an internet transaction, a mail order or a telephone purchase), the legal effect will be the same as if you used the Card itself. The following types of electronic fund transfers are available on your Account:

• (1) ACH Debits. You may provide another party the ability to initiate transfers from your Account (on a one-time or recurring basis) through an ACH transaction. If you authorize the party initiating the withdrawal with advance authorization to make recurring ACH transfers to or from your Account, the transfers are referred to as “preauthorized transfers.”
• (2) Card Purchases. You may use your Card to purchase goods and services from merchants that accept Cards bearing an acceptance mark displayed on the Card as a method of payment.

b. Limits

The following limits apply to transactions on your Account:

Transaction Type
Use of your Card for Purchase Transactions
Limit
$150,000 per transaction
(Restricted to $150k total per day – with a maximum of $750k per month)
Frequency
Daily

Transaction Type
Use of your Card for Purchase Transactions
Limit
$ 750,000.00
Frequency
Monthly

Transaction Type
Account-to-account transfers via ACH
Limit
Unlimited

b. Foreign Transactions

If you make a purchase or obtain cash using your Card in a currency or country other than US Dollars (“Foreign Transaction”), the amount deducted from your Account will be converted by the network or card association that processes the transaction into an amount in the currency of your Account. The rate they choose is either: (i) selected from the range of rates available in wholesale currency markets (which may vary from the rate the association itself receives), or (ii) the government-mandated rate in effect for the applicable central processing date. If a Foreign Transaction results in a credit due to a return, we will not refund any Foreign Transaction Fee that may have been charged on your original purchase.

c. Our Liability for Failure to Complete Transactions

If we do not complete a transaction to or from your Account on time or in the correct amount according to our Agreement with you, we will be liable for your losses and damages up to a maximum of the transaction amount. However, there are some exceptions. We will not be liable, for instance:

• (1) If a merchant refuses to accept your Card;
• (2) If an electronic terminal where you are making a transaction does not operate properly and you knew about the problem when you initiated the transaction;
• (3) If access to your Account has been blocked after you reported your Card or PIN lost or stolen;
• (4) If there is a hold or your funds are subject to legal process or other encumbrance restricting their use;
• (5) If we have reason to believe the requested transaction is unauthorized;
• (6) if the transaction, terminal or acceptor is declined due increased fraud risk
• (7) If circumstances beyond our control (such as fire, flood or computer or communication failure) prevent the completion of the transaction, despite reasonable precautions that we have taken;
• (8) For any other exception stated in our Agreement with you.

d. Authorization Holds

With certain types of purchases (such as those made at restaurants, hotels, or similar purchases), your Account may be “preauthorized” for an amount greater than the transaction amount to cover gratuity or incidental expenses. Any preauthorization amount will place a “hold” on your available funds until the merchant sends us the final payment amount of your purchase. Once the final payment amount is received, the preauthorization amount on hold will be removed. During this time, you will not have access to preauthorized amounts. If you authorize a transaction and then fail to make a purchase of that item as planned, the approval may result in a hold for that amount of funds. You do not have the right to stop payment on an authorized purchase transaction, except as otherwise provided herein. If you use your Card at an automated fuel dispenser (“pay at the pump”), the merchant may preauthorize the transaction amount up to $100.00 or more. If your Card is declined, even though you have sufficient funds available, you should pay for your purchase inside with the cashier.

6. CONFIDENTIALITY

We may disclose information to third parties about your Account or the transactions you make:

• (1) Where it is necessary for completing transactions;
• (2) In order to verify the existence and condition of your Account for a third party, such as merchant;
• (3) In order to comply with government agency or court orders, or other legal reporting requirements;
• (4) If you give us your written permission;
• (5) To our employees, auditors, affiliates, service providers, or attorneys as needed; or
• (6) As otherwise necessary to fulfill our obligations under this Agreement.

7. DOCUMENTATION

a. Periodic Statements

You will be able to review Account transactions and Account statements through the Float platform or documents provided by the Float team. You must also consent to receive electronic communications. We do not send paper statements. If you have revoked your consent to receive electronic communication, your Account will be closed in accordance with our account closing procedures for e-sign revocation.

b. Receipts

You can get a receipt in the Float platform at the time you make any transfer to or from your account. You may need a receipt in order to verify a transaction with a merchant.

8. LOST OR STOLEN CARDS; UNAUTHORIZED TRANSACTIONS.

a. Contact Customer Service Immediately

If you believe your Card or Access Device has been lost or stolen contact Float Customer Service. You may call Customer Service to notify Float of a lost or stolen Card or Access Device. Within the Float platform you may also lock your Card, which will prevent any transactions from being made using your Card. You should also call or write to Customer Service if you believe a transfer has been made without your permission.

b. Your Liability for Unauthorized Transfers

Pause your card in the Float platform and tell us AT ONCE if you believe your Card or Access Device has been lost or stolen, or if you believe that an electronic fund transfer has been made without your permission. Notifying Customer Service within the Mobile App or calling Customer Service is the best way of keeping your possible losses down. You could lose all the money in your Account. If your Card, or Access Device has been lost or stolen, we will deactivate your Card or Access Device, as applicable, and issue you a new one to keep losses down.

Account activity should be actively monitored for unauthorized transactions by card holders. Failure to do so can result in unrecoverable losses, of which Float does not hold liability for. Float will always submit disputes on behalf of the account holder, but can not guarantee the outcome or cover losses of cases.

c. In case of errors or questions about your Electronic Transfers

Contact Float Customer Service as soon as you can if you think an error has occurred in your Account. You must contact Float Customer Service no later than sixty (60) days after we sent you the FIRST statement on which the problem or error appeared. You will need to tell us:

• (1) Your name and Card or Account number;
• (2) A description of the error or the transaction you are unsure about;
• (3) An explanation of why you believe it is an error or why you need more information; and
• (4) The dollar amount of the suspected error.

If you tell us orally, we may require that you send us your complaint or question in writing within ten (10) Business Days. We will determine whether an error occurred within ten (10) Business Days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to forty-five (45) days to investigate your complaint or question. If we decide to do this, we will credit your account within ten (10) Business Days for the amount you think is in error, so that you will have the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within ten (10) Business Days, we may not credit your account. For errors involving new accounts, point-of-sale, or foreign-initiated transactions, we may take up to ninety (90) days to investigate your complaint or question. For new accounts, we may take up to twenty (20) Business Days to credit your account for the amount you think is in error. We will tell you the results within three Business Days after completing our investigation. If we decide that there was no error, we will send you a written explanation and will debit any provisional credit given. You may ask for copies of the documents we used in our investigation. If you have any further questions regarding our error resolution procedures, please contact Customer Service.

d. Your Liability for Unauthorized Mastercard Transactions

Under Mastercard’s Zero Liability Policy, your liability for unauthorized transactions using your Card is $0.00 if you notify us promptly upon becoming aware of the loss or theft, and you exercise reasonable care in safeguarding your Card from loss, theft, or unauthorized use and validate transactions as required. These provisions limiting your liability do not apply to debit transactions not processed by Mastercard.

9. ADDITIONAL TERMS OF THE AGREEMENT

a. Personal Identification Number (“PIN”)

You will be required to set a Personalized Identification Number (“PIN”) at the time of Card activation. You should not write down or keep your PIN with your Card. Never share your PIN with anyone and do not enter your PIN into any terminal that appears to be modified or suspicious. If you believe that anyone has gained unauthorized access to your PIN, you should advise us immediately, following the procedures in this Agreement.

b. Returns and Refunds

If you are entitled to a refund for any reason for goods or services purchased with your Account, the return and refund will be handled by the merchant. If the merchant credits your Account, the credit may not be immediately available. While merchant refunds post as soon as they are received, please note that we have no control over when a merchant sends a credit transaction and the refund may not be available for a number of days after the date the refund transaction occurs. We are not responsible in any way for any goods or services you decide to purchase, including without limitation, their quality, safety, legality or delivery. We will not become involved in any dispute involving such goods or services. You also agree to release us and our respective directors, officers, employees and agents from any and all claims, demands and damages between persons using and accepting the Card associated with your Account, including any claims, demands or damages arising out of or related to the purchase or sale of goods or services.

c. Card Replacement and Expiration

If you need to replace your Card for any reason, please contact Float Customer Service to request a new card (fees may apply, see the Fee Schedule). You will be required to provide personal information which may include your Card number, full name, transaction history, and similar information to help us verify your identity. Please see the Fee Schedule for any applicable fees to replace your Card. Please note that your Card has a “Valid Thru” date on the front of the Card. You may not use the Card after the “Valid Thru” date on the front of your Card. You will not be charged a fee for replacement Cards that we send due to expiration of the Card.

d. Authorized Users

Users can be added to an Account by any person designated as an Admin through the Float app. Users are required to provide government issued ID, pass an identity check and pass watchlist (for example, but not limited to OFAC) checks. Changes to watchlists will be monitored to assess continued eligibility for use of Our services.

Administrators are able to remove Users from their account through the Float app, or by requesting the change through our chat or phone support. Float maintains the right to suspend and remove Users at the company’s discretion.

e. Change of Address

You are responsible for notifying us immediately upon any change to your address or email address You are responsible for notifying us of any change in your physical address, mailing address, email address, phone number, or your name, no later than two (2) weeks after said change. We will attempt to communicate with you only by use of the most recent contact information you have provided to us. You agree that any notice or communication sent to you at an address noted in our records shall be effective unless we have received an address change notice from you.

We cannot accept responsibility for any e-mail messages not received by you, or for any delay in the receipt or delivery of any email notifications. If you make your e-mail account available to any other individual, you agree that you are responsible for any release of any Account information to such individual. It is your sole responsibility to ensure that the e-mail address you provide to us is current and accurate. We are not responsible for loss of messages and other consequences if you do not provide an accurate and current e-mail address.

10. LEGAL NOTICES

a. English Language Controls

Translations of this Agreement that may have been provided are for your convenience only and may not accurately reflect the original English meaning. The meanings of terms, conditions, and representations herein are subject to definitions and interpretations in the English language.

b. Account Closure

You may close your Account by contacting Float Customer Service. Your request for Account closure will not affect any of our rights or your obligations arising under this Agreement prior to the request. Should your Account be closed, we will either send the remaining balance on your Account to the Account the funds were initially withdrawn from or a validated account relating to the business or we will send a check to your latest reported address for any remaining balance on your Account, subject to any fees (see your Fee Schedule for applicable fees, if any). We reserve the right to close your Account should you complete or attempt to complete any of the prohibited actions in this Agreement.

Float may close your Account at any time with or without cause. Float may try to notify you in advance should this be necessary, but we are not obligated to do so unless required by law. If we close your Account, we will, unless otherwise required by law, send you a check for your final balance, if any, minus any applicable Account fees and charges. If your Account balance is insufficient to pay applicable Account fees and charges owed to us, you will continue to be liable to us for the unpaid amount including additional fees  until it is paid in full. Your obligations for transactions conducted prior to Account closure will survive the closure of the Account.

c. Disclaimer of Warranties

EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS AGREEMENT, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO YOU, AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING OUR SERVICES OR ANY FINANCIAL SERVICE OR RELATING TO OR ARISING OUT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

d. Assignability

You may not assign or transfer your Account or your obligations under this Agreement. We may, however, transfer or assign our rights under this Agreement, including any balances in your Account. If we assign our rights, you will get a notification from us.

e. Amendment and Cancellation

We may change this Agreement at any time. We may add new terms or delete or amend existing terms, add new services and discontinue existing services, or convert existing services into new services. We will give you reasonable notice in writing or by any method permitted by law of an adverse change to this Agreement. However, if the change is made for security purposes, we can implement such change without prior notice unless otherwise required by law. We may, but are not required to, notify you of changes that we make for security reasons or that we believe beneficial or otherwise not adverse to you. When we change this Agreement, the then-current version of this Agreement supersedes all prior versions and governs your Account. If you continue to use your Account or keep it open, you are deemed to have accepted and agreed to any changes, as of the effective date of any such change.

f. Legal Process

Regardless of where or how we are served, we may comply with any state or federal legal process, including, without limitation, any writ of attachment, adverse claim, execution, garnishment, tax levy, restraining order, subpoena or warrant relating to you or your Account which we believe to be valid. You agree that we may honor legal process that is served personally, by mail, or by facsimile transmission at any of our offices (including locations other than where the funds, records or property sought is held), even if the law requires personal delivery at the office where your Account or records are maintained. You agree that we will have no liability to you for honoring any such legal process. You also agree that we will have no obligation to assert on your behalf any applicable exemptions to execution or attachment under any applicable state or federal law. We will also have and may enforce a right of setoff and security interest against any of your Accounts in order to reimburse us for our fees and expenses, including attorneys’ fees, court costs and expenses, in complying with legal process. We may refuse to permit withdrawals or transfers from your account until such legal process is satisfied or dismissed even if such action results in insufficient funds to satisfy an obligation you may have incurred. Upon receipt of any legal process, you will be liable to us for our processing fee, and reimbursement for our record research, reproduction and handling costs. We may deduct such fee, as well as any expenses, including, without limitation, attorneys’ fees in connection with any such document or legal process, from your Account or any other account you may have with us without prior notice to you, or we may bill you directly for such expenses and fees. You agree to release and indemnify, defend and hold us harmless from all actions, claims, liabilities, losses, costs and damages including, without limitation, attorneys’ fees, associated with our compliance with any legal process we believe to be valid. When we receive an order instructing us to restrict access to funds in an Account, we may remove the funds from the account and maintain them separately. These funds will not earn interest and will not be considered as part of your combined balances when we determine Account fees and rates.

Other Terms

We do not waive our rights by delaying or failing to exercise them at any time (for example, assessing a fee less than described, or not all, for any reason does not waive our right to begin charging the fee as set forth in this Agreement without notice). If any provision of this Agreement is determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, the validity or enforceability of any other provision of this Agreement shall not be affected. This Agreement is governed by the law of the state of South Dakota except to the extent governed by federal law. Should your Account have a remaining balance after a certain period of time, we may be required to remit the remaining funds to the appropriate state agency. This Agreement sets forth the entire understanding and agreement between you and us, whether written or oral, with respect to the subject matter addressed herein, and supersedes any prior contemporaneous understandings or agreements with respect to such subject matter.

11. JURY TRIAL WAIVER

YOU AND WE ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT BUT MAY BE WAIVED IN CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED BY LAW, YOU AND WE KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT. THIS JURY TRIAL WAIVER SHALL NOT AFFECT OR BE INTERPRETED AS MODIFYING IN ANY FASHION THE DISPUTE CLAUSE SET FORTH IN THE FOLLOWING SECTION, IF APPLICABLE, WHICH CONTAINS ITS OWN SEPARATE JURY TRIAL WAIVER.

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