Baselane Business Deposit Account Agreement

Effective as of November 16, 2023

Baselane Business Deposit Account Agreement

Please read this Baselane Deposit Account Agreement (the “Agreement”) carefully and retain it for your future reference. This Agreement contains the general terms, conditions and disclosures related to the demand deposit account (the “Account”) made available to eligible businesses by Skylight Financial Services Inc (“Program Partner”), the program partner responsible for managing the Account program, in partnership with Thread Bank, a bank chartered under the laws of the State of Tennessee (the “Bank”).

When you see the words “we,” “us,” or “our” in this Agreement, it refers to the Bank any of the Bank’s affiliates, successors, or assignees. When you see the words “you” or “your,” it refers to each sole proprietorship, corporation, unincorporated association, limited liability company, limited liability partnership, or partnership (“Business Entity”) who opens an Account (as defined below) and in whose name an Account is maintained on our records, and any joint owner of each Account. “Account” means your business demand deposit account with us.

By opening and continuing to hold an account with us, you agree to be bound by this Agreement and are establishing a deposit account at Thread Bank. Your deposits qualify for up to a maximum of $2,500,000 in FDIC insurance coverage when placed at program banks in the Thread Bank deposit sweep program. Your deposits at each program bank become eligible for FDIC insurance up to $250,000, inclusive of any other deposits you may already hold at the bank in the same ownership capacity. You can access the terms and conditions of the sweep program at https://go.thread.bank/sweepdisclosure and a list of program banks at https://go.thread.bank/programbanks. Please contact customerservice@thread.bank with questions on the sweep program.

IMPORTANT NOTE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTIONS AND YOUR RIGHT TO A JURY. THE TERMS OF ARBITRATION AND THE WAIVER APPEAR IN THE SECTION OF THIS AGREEMENT TITLED “ARBITRATION AND WAIVERS” BELOW.

1. Account Overview

1.1. How to Contact Us

You may contact us with any questions or concerns regarding your Account, including to access your statements and transaction history. All communication between you and us will be handled by the Program Partner. The best way to contact us is through email at support@baselane.com. You may also contact us by telephone at 1-888-586-1618 or via live agent support online. Agents are available from 8am to 8pm EST, Monday through Friday.

1.2. Type of Account and Eligibility

The Account is an interest-bearing non-consumer demand deposit account used to hold your business deposits and make certain types of payments and transfers. When we receive the funds that you deposit to your Account, the funds will be held and accounted for so as to be insured by the Federal Deposit Insurance Corporation (“FDIC”), subject to applicable limitations and restrictions of such insurance. To open an Account, you must be a Business Entity incorporated in the United States. Other eligibility requirements may apply. This Account may only be used for business purposes and cannot be used for any personal, family or household purposes.

We may set such eligibility criteria or decline to open an Account for any reason permitted by law and at our sole discretion. We are not liable for any Losses (as defined below) resulting from refusal of an Account relationship. We may also limit the number of Accounts that you have in our sole discretion. Your Account is subject to security and fraud prevention restrictions at any time, with or without notice.

1.2.1 Account Tiers

We offer two (2) types of Account Tiers: Standard Tier and High-Limit Tier. These two types of account tiers do not determine the interest tier of your account. Refer to section 1.7 for interest disclosures.

When you open your Account, you will be placed in the Standard Tier. To qualify for the High-Limit Tier, you must have: Either (1) A history of at least three (3) successful check deposits with a minimum balance of $5,000 per check; and (2) No history of returned check deposits, returned ACHs, or card disputes; OR (1) a history of at least three (3) successful originated ACH credit transfers with a minimum amount of $25,000 per ACH; and (2) No history of returned check deposits, returned ACHs, or card disputes; OR (1) a history of at least three (3) successful Domestic Wire transfers with a minimum amount of $250,000 per transaction; and (2) No history of returned check deposits, returned ACHs, or card disputes.

The Account Tier that you are placed in may affect your transaction limitations as set forth in this Agreement. Unless otherwise stated in this Agreement, all terms contained in this Agreement apply equally to both Account Tiers.

1.3. Online or Mobile Access To Your Account

When you open an Account, you may also be enrolled in an online business banking service or mobile application (collectively, “Online Banking Services”) offered by the Program Partner that you can use to access your Account, view information about your Account and conduct certain transactions. You may also be given access to various features through the Online Banking Services separate from your Account. If you cancel your enrollment in the Online Banking Services at any time, we may close your Account as detailed below.

Unless otherwise specified in this Agreement, the Online Banking Services and its features are governed by the Program Partner’s additional terms of service and other agreements, as well as the Program Partner’s privacy policy, which may be provided to you separately or made available through the Program Partner’s website, https://www.baselane.com. Please review these documents carefully because by using the Online Banking Services, you agree to be bound by them. These services are not provided or controlled by the Bank or this Agreement.

1.4. Paperless Account

To open an Account, you must agree to go “paperless.” This means that you must (a) provide us with and continue to maintain a valid email address and (b) accept electronic delivery of all communications that we need or decide to send you in connection with your Account by agreeing to the Program Partner’s ESIGN Consent Document, available at https://www.baselane.com/electronic-signature-disclosure-and-consent/.

1.5. How To Open an Account

You may open an Account by visiting the Program Partner’s website at https://www.baselane.com and following the instructions there.

Each person completing the Account opening process or otherwise completing any Account opening requirements represents and warrants that he, she or they:

- - Are authorized to execute all documents or otherwise complete our requirements in his, her or their stated capacity;
  - Have furnished all documents or other information necessary to demonstrate that authority;
  - Will furnish other documents and complete other requirements as we may request him, her, or them;
  - Certify that, to the best of his, her or their knowledge, all information provided to us, including information concerning beneficial owners, is complete and correct; and
  - he, she, or they have read this Agreement and agree to be bound by and comply with its terms.

We may refuse to recognize any resolution or document affecting the Account that appears to us to be incomplete, improperly executed, or fraudulent.

Important information about procedures for opening a new Account: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information identifying each person who opens an Account. This means that when you open an Account, we will ask for information that allows us to identify you, including your name, legal address, date of birth, Social Security Number or Tax Identification Number, and other information that will allow us to identify you. We also may ask for a driver’s license or other identifying documents for your business, account owners, and your officers, directors, beneficial owners, controlling shareholders and others.

1.6. Minimum Deposits and Balances

There is no minimum deposit required to open an Account and no minimum balance you need to maintain in your Account.

1.7. Interest Disclosures

The interest rate and annual percentage yield on your Account is variable and based upon your end of month Account balance from the previous month, as outlined in the table below.

Interest Tier Name	End of Month Account Balance	Your interest rate and annual percentage yield may change from time to time. Your interest rate is based on the:
Tier 1	$0-$9,999	midpoint of the federal funds rate target range as established by the Federal Open Market Committee of the Federal Reserve, minus 30bps, multiplied by .38
Tier 2	$0-$9,999 and use Baselane’s Rent Collection tool*	midpoint of the federal funds rate target range as established by the Federal Open Market Committee of the Federal Reserve, minus 30bps, multiplied by .47
Tier 3	$10,000 - $24,999	midpoint of the federal funds rate target range as established by the Federal Open Market Committee of the Federal Reserve, minus 30bps, multiplied by .57
Tier 4	$10,000 - $24,999 and use Baselane’s Rent Collection tool*	midpoint of the federal funds rate target range as established by the Federal Open Market Committee of the Federal Reserve, minus 30bps, multiplied by .66
Tier 5	$25,000 - $49,999	midpoint of the federal funds rate target range as established by the Federal Open Market Committee of the Federal Reserve, minus 30bps, multiplied by .66
Tier 6	$25,000 - $49,999 and use Baselane’s Rent Collection tool*	midpoint of the federal funds rate target range as established by the Federal Open Market Committee of the Federal Reserve, minus 30bps, multiplied by .75
Tier 7	$50,000 and more	midpoint of the federal funds rate target range as established by the Federal Open Market Committee of the Federal Reserve, minus 30bps, multiplied by .81
*To qualify, you must receive at least $1,000 of rent into your Account via Baselane’s Rent Collection tool in the prior 3 months.

Interest on your account will be compounded and credited on a monthly basis. If you close your Account, you will receive any interest that has accrued as of the date your Account is closed.

We use the daily balance method to calculate the interest on your account. This method applies a daily periodic rate equal to 1/365 of the interest rate to the collected balance in the account each day. Interest will begin to accrue no later than the next business day following the banking day on which the funds were deposited.

1.8. Power of Attorney and Attorneys-In-Fact

We may allow you to give another person (known as an “attorney-in-fact”) power of attorney to act on your behalf for your Account. You must obtain written approval from us before we will honor any power of attorney. Email us at the email address specified above for approval if you plan to create a power of attorney. Please be aware that it may take up to two (2) weeks for us to review your request. If approved, we will honor orders and instructions from your attorney-in-fact until (a) we receive a written revocation from you; (b) we are notified that you or your attorney-in-fact have died or become incapacitated; or (c) we terminate our acceptance of the power of attorney. We may terminate our acceptance at any time, for any reason and without notice to you, and you will not hold us liable for any Losses (as defined below) that may result from such action.

1.9. Death or Incapacitation

You agree that if we receive notification or if we have reason to believe that you or any Authorized User has died or become legally incapacitated, we may place a hold on your Account and refuse all transactions until we know and have verified the identify of your heir, devisee or successor. Until we received notice and any required proof of death or incapacitation, we may continue to accept deposits and process transactions to your Account. Your estate will be responsible for repaying us for any tax liability resulting from payment of your account balance to your estate. You will hold us harmless for any actions we take based on our reasonable belief that you have died or become incapacitated. If certain payments originating from government entities are deposited into your Account after your death, we may be required to return those payments to the originator upon notice.

1.10. Our Relationship With You

By opening an Account, we are establishing an Account relationship with you and committing to act in good faith and to the exercise of ordinary care in our dealings with you as defined by the Uniform Commercial Code as adopted by the State of Tennessee. This Agreement and the Account relationship do not create a fiduciary relationship or any other special relationship between you and us.

1.11. Third-Party Service Providers

We work with one or more third-party service providers, including Unit Finance Inc. (“Unit”) and the Program Partner, in connection with your Account. You acknowledge that we, in our sole discretion, may use such third-party service providers to fulfill any of our obligations under this agreement, including by performing functions that you have otherwise authorized us to perform, such as processing transactions, handing account operations including account set-up, transaction monitoring, and customer support, and providing technological connection to the Program Partner and the Bank. Each of these third-party service providers may in turn use their own third-party service providers, at our discretion.

We may also share your information with other service providers that we believe need the information to perform a technology, business, or other professional function for us such as IT services, maintenance and hosting of our services, marketing partners, accounting, auditing, and tax services, and other professional services.

1.12. Confidentiality and Our Privacy Policy

Information about your Account and your transactions is collected by and shared between us, Program Partner, Unit and our other service providers. We only share your information as necessary to provide the Services described in this Agreement. We take our responsibility to protect your information seriously, and comply with applicable law regarding the collection, use, and security of customer information.

1.13. Cell Phone Communications

Program Partner may contact you via phone, including by sending you text messages, about any current or future accounts or applications or its products and services generally. To exercise any rights you may have to opt-out or withdraw consent from receiving certain of these communications, please contact Program Partner.

1.14. Our Business Days

Our business days are Monday through Friday, excluding federal holidays and Tennessee state banking holidays.

2. Your Account Responsibilities

We strive to keep your Account secure and provide you with tools and services to help you manage your Account. However, there are certain things you should do to protect your Account and your funds.

2.1. Notify Us If Your Information Changes

You must notify us immediately if there is a change to your business or trade name, the names of any individual or Authorized User with access to your Account, telephone number, legal address, email address or any other information you have provided us so that we can continue to provide you with statements and important notices concerning your Account.

2.2. Keep Track of Your Transactions and Available Balance

It is important that you keep track of your transactions and the funds in your Account that are available for you to use (“Available Balance”) by reviewing your transaction history. It is also important to understand that your Available Balance may not reflect transactions you have authorized that have not yet been presented to us for payment.

You are also responsible for reviewing your Account statements as they are made available to you for errors or unauthorized activity. If you identify an error or unauthorized activity, you must notify us promptly to avoid losing your money. Please refer to the applicable sections below for information concerning errors and unauthorized activity.

2.3. Protect Your Account Information

It is important that you protect your Account information to prevent unauthorized transactions and fraud. Keep your Account number, debit card, checks, and statements secure at all times, and be careful about who you share this information with. If the Program Partner provides you with access to Online Banking Services, make sure to also keep your computer or mobile device secure at all times and avoid accessing the Online Banking Services when others can see your screen.

If your Account number, debit card, checks, statements, mobile device or Online Banking Services login credentials are lost or stolen, notify us immediately to keep your losses to a minimum. Please refer below for information and applicable deadlines for notifying us of losses or theft.

3. General Rules Governing Your Account

You understand that any payment instruction or activity performed using any Online Banking Services provided to you by the Program Partner will be deemed authorized by you and valid and we are under no obligation to investigate the instruction or activity.

3.1. Deposits Into Your Account

You may make deposits into your Account using any of these methods described below. We do not charge you any fees for making deposits.

Deposit Method	Limitations for Your Account
Direct Deposits*	Standard Tier & High Limit Tier: No limits
Direct payments/ACH debits via ACH Origination Service (Deposits resulting from payment requests initiated from your Account) And ACH transfers to your Account from a connected bank account with another institution**	Standard Tier & High Limit Tier: $25,000/day $100,000/month
Internal transfers between eligible accounts managed by the Program Partner	Standard Tier & High Limit Tier: No limits
Domestic wire	Standard Tier & High Limit Tier: No limits
Cash deposit at in-network ATM	Standard Tier & High Limit Tier: $1,000/transaction $2,000/day You can use your debit card to make deposits at in-network ATMs. You can identify an in-network ATM by looking for the Allpoint logo on or near the ATM. You cannot make cash deposits at out-of-network ATMs.
Checks (via the Mobile Deposit Services*)	Standard Tier: $5,000/day $25,000/month High Limit Tier: $50,000/day $100,000/month
* The recipient’s name on any direct deposit, ACH, or check transfer must match the name on the Account or the deposit may be returned to the originator. ** You may transfer funds between your Account and another bank account. The connected bank account must be located in the United States.

You understand and agree that to initiate deposits via direct payments/ACH debit, you must comply with the ACH Origination Service security procedures described below.
We do not accept cash deposits by mail, or paper check or foreign currency deposits: We are not liable for deposits of any kind that you mail to us, including if it is lost in transit, lost in the mail, or otherwise not received by us.

- - - Cash: We do not accept cash deposits made by mail. If you mail us a cash deposit, we will send the cash back to you.
    - Paper Checks: If you mail a paper check to us, including personal or business checks, money orders or cashier’s checks, we may apply the check to any negative balance you have on your Account or send the check back to you.
    - Foreign Currency: We do not accept any deposits in foreign currency. Any deposits received in foreign currency, whether in the form of cash or check, will be sent back to you.

We will send all items back to the address we have for you. We are not liable if you do not receive the items.

You may only deposit with us funds that are immediately available, which under applicable law are irreversible and are not subject to any lien, claim or encumbrance.

For more information about deposits and when funds from a deposit will be made available to you, please refer to the applicable section below.

3.2. Our Funds Availability Policy

It is our policy to make deposits made to your Account each business day available for withdrawal according to the table below. The end of the business day is referred to as the “deposit cut-off time”. If you make a deposit before our cut-off time on a business day that we are open, we will consider that day to be the day of your deposit. However, if you make a deposit after our cut-off time or on a day we are not open, we will consider the deposit to be made on the next business day that we are open.

If you make a deposit via…	The cut-off time is…	And those funds are available…
Internal transfer between two Accounts you have with us	N/A	Immediately
Direct deposit	3:00 PM ET	Same business day
Domestic wire	4:00 PM ET	Same business day
Cash deposit at in-network ATM	3:00 PM ET	Next business day
Checks (via the Mobile Deposit Services)	3:00 PM ET	Within 5 business days

The availability of funds transferred to your Account from a connected bank account held by another financial institution follow different rules. Please refer below to the section on transfers to and from connected accounts for more information. In addition, the availability of any funds credited to your Account as a result of transactions initiated via the ACH Origination Service also follow different rules. Please refer to the section titled “ACH Origination Service” below for more information.

3.3. ACH Credit Transactions and UCC Article 4A

Credit given by us with respect to an ACH credit entry is provisional until we receive final settlement for such entry through a Federal Reserve Bank. If we do not receive final settlement, you acknowledge and agree that we are entitled to a refund of the amount credited to you in connection with the ACH credit entry, and the party making payment to you via such entry will not be deemed to have paid you in the amount of such entry.

Under the operating rules (the “Rules”) of the National Automated Clearing House Association (“NACHA”), which are applicable to ACH transactions involving your Account, we are not required to give next day notice to you of receipt of an ACH item and will not do so. However, we will continue to notify you of the receipt of ACH items through your Account statements.

We may accept on your behalf payments to your Account which have been transmitted through one or more automated clearing houses and which are not subject to the Electronic Fund Transfer Act and your rights and obligations with respect to such payments will be construed in accordance with and governed by the laws of the State of Tennessee, unless otherwise specified in a separate agreement that the law of some other state will govern.

3.4. Problems that Could Occur With Deposits

If a deposit or transfer to your Account is returned or rejected by the paying financial institution for any reason, or if there is an error or mistake involving a deposit or transfer, we may deduct the amount of the deposit, transfer, or error without prior notice to you. If there are insufficient funds in your Account at the time, your Account may become overdrawn. Please refer to the section below concerning overdrafts for more information.

3.5. Transfers To or From Two Accounts You Have With Us

We may permit you to transfer funds from one Account in your name to another account in your name held by us that is managed by the Program Partner (an “internal transfer”). If we allow such transfers, there are no limits on the number of internal transfers you may make, and internal transfers are immediately available.

3.6. Withdrawals From Your Account

You, or, if applicable, an Authorized User, may withdraw funds using your Card or another permitted method to access funds in your Account up to the amount of your Available Balance less applicable fees in your Account using any of the following methods and subject to the following limits:

Withdrawal Method	Limitations for Your Account
Internal transfers between eligible accounts managed by the Program Partner	Standard Tier & High Limit Tier: None limits
ACH transfers from your Account to a connected bank account at another institution* And ACH transfers from your Account to another bank account via ACH Origination Services	Standard Tier: $25,000/day $100,000/month High Limit Tier: $50,000/day $100,000/month
ACH transfer to a merchant or other third party you authorize to withdraw from your Account using your routing number and account number	Standard Tier & High Limit Tier: None limits
ATM withdrawals	Standard Tier & High Limit Tier: $1,000/day
Domestic wire	Standard Tier: $100 minimum per wire transfer $250,000/day $500,000/month High Limit Tier: $100 minimum per wire transfer $500,000/day $1,000,000/month
Point-of-Sale (POS) transactions and other transactions at merchants using your debit card	Standard Tier & High Limit Tier: $10,000/day
Checks drawn on your account	Standard Tier: $10,000/day $50,000/month High Limit Tier: $50,000/day $200,000/month
* You may transfer funds between your Account and another bank account. The connected bank account must be located in the United States.

You cannot withdraw funds by check, and we do not permit you to create checks drawn on your Account.
Before permitting a withdrawal or other transaction, we may request that you provide us with additional information or documentation that we deem necessary to confirm your identity or to prevent illegal activity. We may refuse the transaction if you do not comply with our request.

3.7. Transfers To or From Connected Bank Accounts

You may be provided with the ability to link another bank account you have with another financial institution (“connected bank account”) to your Account with us to make inbound and outbound ACH transfers between the connected bank account and your Account through the Online Banking Services. An “inbound transfer” moves funds into your Account from a connected bank account. An “outbound transfer” moves funds from your Account to a connected bank account. We will facilitate transfers to a connected bank account separate and apart from any access we provide you to the ACH Origination Service (see below).

For inbound transfers, we will debit your connected bank account and credit your Account with us on the next business day after you initiate the transfer. The funds you transfer to your Account will be made available to you by the fifth (5th) business day after the funds have been credited to your Account.

For outbound transfers, we will debit your Account with us and credit your connected bank account on the next business day after you initiate the transfer. The financial institution that holds your connected bank account determines when those funds will be made available to you in your connected bank account.

The cut-off time for both inbound and outbound transfers is 3:00 PM ET. Transfer requests that you make on a business day before the cut-off time will be considered initiated on that day. Transfer requests that you make after the cut-off time, or on a day that is not a business day, will be considered initiated the following business day that we are open.

There are limits to the dollar amount of both inbound and outbound transfers you can make. Please see the relevant sections on withdrawal and deposit limits above.

You agree that you will only attempt to link a bank account for which you have the authority to transfer funds. You may only link a bank account that is a deposit account, such as a checking, savings or money market account.

3.8. Checks Drawn Against Your Account

You may be given the ability to write checks drawn against your Account. Please refer to Section 6.3 for information concerning check writing and obtaining checks for your Account.

3.9. No Illegal Activity, Internet Gambling and Right to Refuse Transactions

You must not use your Account for any illegal purposes or, regardless of whether it is legal or illegal, for online gambling of any sort, including any betting transaction, purchase of lottery tickets, casino chips, or off-track betting and wagering. We may deny any transaction or refuse to accept any deposit that we believe is related to illegal activity, online gambling or for any other reason at our discretion. However, in the event that a charge or transaction described in this section is approved and processed, you will still be liable for the charges.

3.10. Funds Transfer Services

Funds transfers to or from your Account will be governed by the rules of the funds transfer system(s) through which the transfers are made (“system rules”), including Fedwire and the National Automated Clearing House Association (“NACHA”). We are under no obligation to honor, in whole or in part, any payment order or other instruction that could result in our contravention of applicable law, including requirements of the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the Financial Crimes Enforcement Network (“FinCEN”). For additional information on electronic fund transfers generally, see below. For additional information on (1) ACH transactions specifically, (2) check deposits and mobile deposit services, and (3) wire transfers, see the relevant titled sections below.

If your Account receives incoming ACH transactions (either credits or debits) or wire transfers initiated from within or outside of the United States, both you and we are subject to the Operating Rules and Guidelines of NACHA, or the rules of any wire transfer system involved, and the laws enforced by OFAC. Under such rules and laws, we may temporarily suspend processing of a transaction for greater scrutiny or verification against the OFAC list of blocked parties, which may result in delayed settlement, posting and/or availability of funds.

We reserve the right to temporarily suspend, block or reject the processing of any transaction, to freeze or block certain funds or the full balance of any Account, account owner, account beneficiary, or Authorized User (each, a “Restricted Person”), in each case to the extent we deem reasonably necessary to comply with any notice, order, regulation, rule, requirement or restriction issued or promulgated by OFAC (collectively, the “OFAC Rules”). To comply with OFAC Rules, we may temporarily suspend processing of a transaction or the availability of a balance for greater scrutiny or verification against the OFAC list of blocked parties, which may result in delayed settlement, posting and/or availability of funds. If we determine there is a violation or potential violation of the OFAC Rules, or if we cannot satisfactorily resolve a suspected or potential violation, we may reject such transaction or freeze or block the subject funds or full balance of any Account or Restricted Person. If we block the subject funds and you believe you have adequate grounds to seek the return of any blocked funds, it is your sole responsibility to pursue the matter with the appropriate governmental authorities. Please see the OFAC website for procedures and form required to seek a release of blocked funds.

You also will observe all anti-money laundering and exchange control laws and regulations, including economic and trade sanctions promulgated by OFAC, in relation to any funds transfer, and you will use all reasonable efforts to assist us to do likewise. You warrant that the information given to us by you is accurate. We may disclose any information given to us that we in our sole discretion think necessary or desirable to disclose; except we will only disclose confidential information if required by law, a court, or legal, regulatory, or governmental authority, or as permitted by law to combat, prevent, or investigate issues arising under anti-money laundering laws, economic sanctions, or criminal law.

Sometimes legal, regulatory, or governmental authorities require additional information, either with respect to individuals, entities, or particular transactions. You warrant that you will promptly supply all such information, which any such authority may require, and/or which we may be required to supply, in relation to the individual, entity, or particular transaction.

If you, or your Authorized User, breach any such laws or regulations, you irrevocably agree that we may retain any monies or funds transmitted to us pursuant to this Agreement and/or not fulfill any funds transfer request if we are required to take or refrain from such action by any legal, regulatory, or governmental authority or if we reasonably believe that such action may violate any laws or regulations described herein, and such monies will not bear interest against us. You further agree that we may pay such monies to the appropriate legal, regulatory, or governmental authority, when required by law or regulation.

3.11. How We Post Transactions To Your Account and Determine Your Available Balance

3.11.1. Posting Overview

To understand how we post transactions to your Account, it is important to first understand the difference between your Available Balance and your ledger balance. Your Available Balance is the amount of money you have in your Account at any given time that is available for you to use. Your ledger balance is the balance in your Account at the beginning of the day after we have posted all transactions to your Account from the day before. We use your Available Balance to authorize your transactions throughout the day and determine whether you have sufficient funds to pay your transactions. Here are some additional terms that are helpful to understand:

- - - - Credit and debit – A credit increases your balance and a debit decreases your balance.
      - Post or posted – Transactions that are paid from or deposited to your Account. Posted transactions will either increase or decrease both your Available Balance and your ledger balance.
      - Pending – Transactions that we receive notice of and are scheduled to post to your Account. Pending transactions affect your Available Balance, but not your ledger balance.
      - Card authorization and settlement – When you use a debit card to make a purchase, the transaction occurs in two steps: card authorization and settlement. Card authorizations reduce your Available Balance, but not your ledger balance. Settlement reduces both your Available Balance and your ledger balance. Card authorizations are removed when settlement occurs or after a certain number of days have passed, whichever is sooner. Please see below for more information about card authorizations and settlement.

3.11.2. Posting Order

For all transactions other than checks drawn against your Account, we receive transactions throughout the day and post them to your Account as they are received and in the order that they are received. Note that for debit card transactions, we consider the transaction received when the merchant requests settlement, which may occur several days after you authorize the transaction. See below for additional information concerning how debit card transactions are processed.

For checks, all checks we receive during the day are posted to your Account during overnight processing prior to the start of the next business day, unless the check cannot be processed through automated check processing. If a check cannot be processed through automated check processing, it will be posted to your Account at the start of the second business day. We post checks to your Account from the smallest dollar amount to the largest dollar amount regardless of the order in which we received the checks.

We may change the order in which we post transactions to your Account at our discretion and without notice to you. It is therefore important for you to keep track of the deposits you make and the transactions you authorize to make sure there are sufficient funds in your Account to cover all transactions and any applicable fees.

3.11.3. Determining Your Available Balance

To determine your Available Balance, we start with your ledger balance at the beginning of the business day, add any pending credits or deposits that we make available to you, and subtract any card authorizations and pending debits, other than checks drawn against your Account. All transactions other than checks drawn against your Account are debited or credited from your Available Balance in the order received. Checks drawn against your Account that we receive throughout the day may not reduce your Available Balance and may only be reflected in your ledger balance at the start of the next business day.

Your balance is accessible through the Online Banking Services or by contacting us as indicated above. Keep in mind that your Available Balance may not reflect every transaction you have initiated or previously authorized. For example, your Available Balance will not include checks drawn on your Account or transactions you have authorized that we have not received.

3.11.4. Debit Card Authorizations

If you are issued a debit card with your Account, you will be able to use your card to pay for goods or services or conduct other transactions with a merchant. When you engage in a transaction with a merchant using your debit card, the merchant will request preauthorization (“card authorization”) for the transaction. If there are sufficient available funds in your Account, we will approve the request and reduce your Available Balance for as long as the card authorization remains on your Account.

Your Available Balance will generally be reduced by the amount of the card authorization. If you use your card at a restaurant, your Available Balance may be reduced by the amount of the card authorization plus up to an additional twenty percent (20%) of that amount, to account for potential tipping.

The card authorization will remain on your Account until the merchant sends us the final amount of the transaction and requests payment (“settlement”). In most cases, If the merchant does not request settlement, or the merchant is delayed in requesting settlement, the card authorization will automatically be removed after three (3) days. However, for certain merchants such as hotels and rental car companies, it may take up to thirty (30) days for the card authorization to be removed.

It is important to understand that the merchant controls the timing of card authorizations or settlement. A merchant may request settlement after the card authorization has been removed from your Account. This means that if you use the funds in your Account after the card authorization has been removed and the merchant later requests settlement, your Account may become overdrawn. A merchant may also request settlement for an amount that is different than the card authorization. Therefore, it is important that you keep track of your transactions and your balance. Once we have approved a card authorization, we cannot stop the transaction and you will be responsible for repaying any negative balance that may occur.

3.12. Statements

Statements will periodically be provided to you by through the Online Banking Services as long as your Account is not inactive. You will receive a statement monthly as long as you have transactions on your Account during the statement period. If there were no transactions on your Account, we may not provide you with statements or may provide you with statements on a less frequent basis. You will not receive paper statements.

3.13. Errors On Your Account and Limitations of Liability

You will carefully review your statements for your Account and all cards and will promptly report to us any errors or unauthorized activity by email at the address indicated above within thirty (30) days after we make the statement available to you. Unless otherwise specified in this Agreement or required by law, if you do not provide us with timely notice of an error or unauthorized activity, we will deem our records concerning your Account and all cards to be correct and we will not be liable to you for any Loss you suffer relating to the error or unauthorized activity. You further agree that we may debit or credit your Account at any time and without notice to you to correct an error or address unauthorized activity.

Please refer to the relevant section below for additional information concerning errors and unauthorized transactions involving electronic fund transfers and related limitations of liability.

3.14. Overdrafts, Nonsufficient Funds and Negative Balances

We do not permit you to overdraw your Account, except with checks drawn against your Account. With respect to checks, we may pay a check drawn on your Account even if you do not have sufficient funds in your Account. Generally, we base this decision on criteria such as your Account history, the deposits you make, and the amount of the check, but we reserve the right to change the criteria that we use to make this determination at any time. We pay checks that will overdraw your Account at our sole discretion. If we pay a check that overdraws your Account on one or more occasions, we are not obligated to continue paying checks that will overdraw your Account in the future. We will not authorize ATM or debit card transactions that will result in an overdraft. We do not charge fees for overdrafts or non-sufficient funds.

If the Available Balance in your Account is not sufficient to cover any transaction you have authorized, we may return the transaction or refuse to process the transaction. However, in addition to overdrafts caused by checks, there may be instances where your Account can still go into the negative, such as if a deposit you make is returned. You must make a deposit immediately to cover any negative balance, including a negative balance resulting from an overdraft. If your Account has a negative balance for sixty (60) calendar days or more, we may close your Account.

3.15. Closing Your Account and Account Suspensions

You can close your Account at any time and for any reason by email at the contact provided above. We reserve the right to refuse your request if you have a negative balance on your Account. We recommend that you transfer or withdraw any funds you may have in the Account prior to submitting a request to close the Account to avoid delays in receiving your funds.

We may also suspend or close your Account, or suspend, or disable any service or feature of your Account, at our discretion with or without notice. This includes if we believe you are using your Account for fraudulent or illegal purposes or in violation of law or regulation, this Agreement, any other agreement you may have with us or Unit, if multiple transactions are returned on your Account, or if you otherwise present undue risk to us or our third-party service providers.

Accounts with a zero balance will continue to be charged any applicable fees until you request to close your Account. We may close an Account with a zero balance on the fee period ending date or at month end without prior notification to you. Once an Account is closed (either by you or us), no fees will be assessed on the Account.

We may also close your Account if you have not made any deposits or withdrawals from your Account in over twelve (12) months. In addition, cancelling your enrollment in the Online Banking Services with the Program Partner will result in our closure of the Account and our return of your funds.

If your Account is closed with a balance greater than $1.00, we will return any funds you may have in the Account to you by ACH transfer to another bank account or by paper check. We reserve the right not to return the funds to you if the balance in your Account is $1.00 or less.

We are not responsible to you for any damages you may suffer as a result of the closure or suspension of your Account. The closure of your Account or termination of this Agreement does not impact any right or obligation that arose prior to closure or termination, or any right or obligation that, by its nature, should survive termination (including all indemnifications obligation by you, our limitations of liability, and all terms governing arbitration).

3.16. Dormancy, Inactivity and Unclaimed Property

State law and our policy govern when your Account is considered dormant. Your Account is usually considered dormant if you have not accessed your Account, communicated to us about your Account or otherwise shown an interest in your Account within the period of time specified under applicable law. Each state has varying laws as to when an account becomes dormant, and we may be required to send the balance in your Account if it becomes dormant to the state of your last known address. We will make reasonable efforts to contact you if required by applicable law before transferring the remaining balance of your Account to the applicable state. After we surrender the funds to the state, you must apply to the appropriate state agency to reclaim your funds. You can avoid the surrender of your funds by simply conducting transactions, contacting us about your Account or replying to any abandoned property notices we may provide to you.

We may also place your Account in an inactive status if you have not had any transaction for at least six (6) months. If your Account becomes inactive, you may not receive statements or be able to conduct certain transactions. Inactive Accounts must be reactivated. Contact us by email to reactivate your Account.

3.17. Account Fees and Fee Schedule

You will pay all fees and charges applicable to your Account. All fee amounts will be withdrawn from your Account and will be assessed regardless of whether you have sufficient funds in your Account, except where prohibited by law. Fees are subject to change at any time. We will provide you advance notice of any changes where required by law.

Fee Description	Fee Amount and Frequency	Additional Details
International transaction fee	One percent (1%) of the transaction	You will be charged this fee for any ATM or POS transactions conducted outside the United States.
Out-of-network ATM transaction fee		You may be charged a fee, including for balance inquiries, by the operator of an out-of-network ATM. You can avoid fees by using an in-network ATM. You can identify an in-network ATM by looking for the Allpoint logo on or near the ATM.

4. Electronic Fund Transfers

Your Account allows you to withdraw funds up to the Available Balance or make deposits through electronic fund transfers (“EFTs”). EFTs are transactions that are processed by electronic means and include, among others, ACH transfers, debit card transactions and direct deposits. This Section provides you with information and important disclosures and terms about the EFTs that are permitted on your Account. You may also receive additional services through Online Banking Services provided by the Program Partner, that allow you to initiate EFTs to and from your Account that are not described in this Agreement. In the event the Program Partner provides such additional services, you will be provided separate agreements and disclosures applicable to those services by the Program Partner.

4.1. Types of EFTs Supported by Your Account

Your Account allows the following types of EFTs:

- - Direct deposits from your sources of income
  - Transfers to or from your Account to or from a connected bank account
  - Transfers to or from your Account to a merchant or other third party by providing the third party with your Account routing number and account number
  - Purchases or other transactions using your debit card
  - ATM deposits or withdrawals using your debit card

4.2. Limitations on EFTs

There are limitations on the frequency and amount of transactions you can make to or from your Account. These limits are different for each type of transaction. For limits that apply to transactions that credit or deposit funds into your Account, please refer above for information concerning deposits. For limits that apply to transactions that debit or withdraw from your Account, please refer above to the section concerning withdrawals. For limits that apply to transfers to or from your Account from a connected bank account, please refer above to the section concerning transfers to or from connected accounts. These security-related limits may change from time to time.

If you have been issued a debit card for your Account, there may also be transaction limitations that apply to your use of the card. Please refer to the applicable cardholder agreement provided to you with your card for information on any limitations and other terms.

4.3. Documentation of Your Transactions

We will provide you information about each transaction that debits or credits your Account on your statements. Please refer above for information about statements. You may also be able to view your transaction history and other information through Online Banking Services provided to you by the Program Partner. You may also contact us as detailed above for information concerning your Account or your transactions.

If you are provided with a debit card, you can get receipts at the time you make a withdrawal at an ATM or a purchase at a point-of-sale terminal when using your card.

4.4. Preauthorized Transfers, Stop Payments and Notices of Varying Amounts

If you authorize us or another company or person to withdraw from your Account on a regular basis (such as when you sign up for “autopay” to pay a recurring bill or invoice), it is called a “Preauthorized Transfer.” You may request that we place a stop payment on Preauthorized Transfers, as well as get notification when the amount of a particular withdrawal will be different from the amount of the last withdrawal. We may charge a fee to stop payment on Preauthorized Transfers (as outlined in the fees section above).

4.4.1 How to Request a Stop Payment

If you authorize a third party to take payments from your Account on a regular basis through a Preauthorized Transfer, you can place a stop payment on those payments by contacting us by email at the address listed above at least three (3) business days before the next payment is scheduled to be made. To be effective, a stop payment request must be received within this time specified, and with all of the information required below, so as to give the Bank a reasonable opportunity to act on it.

You must provide us with (a) your name, (b) your Account number, (c) the company or person taking the payments, and (d) the date and amount of the Preauthorized Transfer you wish to stop. If you want all future payments from that company or person stopped, be sure to tell us that as well. If you do not provide us with the correct information, such as the correct payee or the correct amount of the payment you wish to stop, we may not be able to stop the payment.

4.4.2. It is your responsibility to ensure that all of the information supplied in you notice is correct and to promptly inform us of any inaccuracies. We are not liable for failing to stop payment if you have not given us sufficient information or if your stop payment request comes too late for us to act on it. If we stop payment, you will indemnify, defend and hold us and our officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or insurers (collectively, “Indemnified Parties”) harmless from any and all losses, liabilities, costs, and expenses (including reasonable fees and expenses for attorneys, experts and consultants, reasonable out-of-pocket costs, interest and penalties), settlements, fines, fees, penalties, equitable relief, judgments, and damages (“Losses”) imposed on or sustained, incurred or suffered by any of the Indemnified Parties, whether actual or threatened or proven or not, in respect of any and all actions, audits, arbitrations, assertions, suits, mediations, litigations, proceedings, examinations, hearings, inquiries, investigations, charges, complaints, claims (including counter or cross-claims), or demands by whosoever asserted (“Claims”), without regard to the merit or lack thereof, arising from or related in any way to our refusal to pay the transaction on which you stopped payment. The foregoing indemnity will not apply if and to the extent expressly prohibited or restricted by the laws or regulations governing you or your Account.

4.5. Questions About Your EFTs and Reporting Errors or Unauthorized EFTs

You may contact us with questions concerning EFTs that occur on your Account. For card related transactions, contact us at 1-833-852-1519; for all other transactions call us at the phone number or email address listed above.

You may also contact us using the methods above to report suspected errors or unauthorized EFTs. Be sure to contact us immediately if you believe that an error or unauthorized EFT has occurred or may occur concerning your Account, or if your Account, debit card, or Online Banking Services login credentials have been lost, stolen or compromised. You must contact us no later than thirty (30) days after we sent the FIRST statement on which the error or unauthorized EFT appeared. You must provide us with the following information:

- - Your name and Account number.
  - A description of the error or the EFT you are unsure about and a clear explanation of why you believe it is an error or why you need more information.
  - 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 by email within ten (10) business days.

After receiving your notice of error or unauthorized EFT, we will investigate and provide you with the results and any corrections we make to your Account within a commercially reasonable time.

4.6. Our Liability for a Failure To Complete A Transaction, Unauthorized Transactions or Failure to Stop a Payment

We will respond to notices of errors or unauthorized EFTs and requests to stop payments in a commercially reasonable manner and time. You agree that in no event will we be liable in an amount exceeding the lesser of five thousand dollars ($5,000) or the actual amount of your Loss. You also agree that we will not be liable for any amount of Loss that you may incur if you:

- - Do not tell us about an error or unauthorized EFT within thirty (30) days after the first statement showing the error or unauthorized EFT is made available to you; or
  - If you do not provide us with the information necessary to place a stop payment on a Preauthorized Transfer in a timely manner.

In addition, we are not liable for any Losses you may incur in any of the following circumstances:

- - If the Available Balance in your Account is not sufficient to complete the transaction through no fault of ours.
  - If the ATM you use does not have enough cash.
  - If the failure is due to an equipment or system breakdown, such as a problem with the Online Banking Services provided by the Program Partner, that you knew about before you began a transaction.
  - If your funds are not available due to a hold or if your funds are subject to legal process.
  - If we do not complete a transaction because we or Unit has reason to believe the transaction is unauthorized or illegal.
  - If your Account is closed or inactive.

There are additional limitations on our liability in this Agreement and there may be additional exceptions or limitations stated in our or Unit’s agreements with you or permitted by law.

5. ACH Origination Service

5.1. Description of ACH Origination Service

The ACH Origination Service allows you to instruct us to create and/or send a NACHA formatted file on your behalf to execute the transfer of funds to/from another financial institution to disburse/concentrate funds or to make payments/collect funds to/from another party via the system. All transactions executed through the ACH Origination Service described above will be collectively known as (“ACH transactions”). The ACH Origination Service is only accessible through the Online Banking Services. Your use of and access to the ACH Origination Service is separate and apart from your ability to facilitate transfers via ACH to a connected bank account.

We will facilitate only Internet-Initiated/Mobile Entry (“WEB”) and Corporate Credit or Debit Entry (“CCD”) ACH transactions through the ACH Origination Service. We will select, at our sole discretion, whether to facilitate any given ACH transaction as a WEB transaction or CCD transaction.

Unless otherwise defined in this Agreement, capitalized terms that appear in this section will have the meanings set forth in the Rules of NACHA.

5.2. Processing Deadlines

Except as provided in Security Procedures in below, we will (a) process entries received from you to conform with the file specifications set forth in the Rules, (b) transmit such entries as an Originating Depository Financial Institution to the Federal Reserve Bank, and (c) settle for such entries to the specified accounts as provided in the Rules.

We will transmit such entries to the Federal Reserve Bank by the deadline of the ACH one (1) business day prior to the effective entry date shown in such entries, provided (i) such entries are received 3:00 PM ET on a business day, (ii) the effective entry date is at least two (2) days after such business day, and (iii) the Federal Reserve is open for business on such business day. A “business day” is a day in which the Federal Reserve Bank is opened to the public for carrying on substantially all of its business, other than a Saturday, Sunday, or legal holiday.

If any of the requirements of clause (i), (ii), or (iii) listed above are not met, we will use reasonable efforts to transmit such entries to the Federal Reserve Bank by the next deposit deadline on which the Federal Reserve is open for business.

5.3. ACH Rules

When engaging in any transaction through the ACH Origination Service, you will comply with the Rules. You can obtain a copy of the Rules from NACHA at 13450 Sunrise Valley Drive, Suite 100 Herndon, VA 20171; instructions for obtaining a copy of the Rules are also available at www.nacha.org. You agree to comply with and be bound by the Rules. In the event you violate any of the applicable Rules and NACHA imposes a fine on us because of your violation, we may charge the fine to you. We agree to inform you of revisions to the Rules of which we have knowledge. Our current process does not support the origination of IAT’s (international ACH transactions).

5.4. Security Procedures

Our security procedures or security requirements are integrated into the Online Banking Services, and you acknowledge and agree that these security procedures are a commercially reasonable method of providing security against unauthorized payment orders. You agree to submit ACH origination requests solely through the Online Banking Services.

5.5. Our ACH Origination Obligations

In a timely manner and in accordance with the Rules, we will process, transmit and settle for the entries received from you, which comply with the terms of this Agreement and/or any addendums or future addendums.

5.6. Warranties

You warrant and agree that:

- - Each entry is accurate, timely, and has been authorized by the party whose account will be credited or debited, and otherwise complies with the Rules;
  - Each debit entry is for an amount, which on the settlement date with respect to it, will be owing to you from the party whose account will be debited, is for a sum specified by such party to be paid to you, or is a correction of a previously transmitted erroneous credit entry;
  - You have complied with all pre-notification requirements of the Rules; and
  - You will comply with the terms of the