Business Cardholder Agreement

The Debit Card Agreement on this page are effective until November 5, 2023. To review the Debit Card Agreement that will be in effect starting on November 6, 2023, please click http://www.branchapp.com/docs/pending-bca

I. Introduction

This Debit Card Agreement (“Agreement”) states the terms and conditions governing the Branch Business Debit Card (the “Card”) issued by Evolve Bank and Trust (“Bank”). The words “we,” “our” or “us” mean the Bank and our successors, affiliates, assignees and third-party service providers. Bank has retained Branch Messenger, Inc. as a third-party service provider (the “Program Manager”) to provide certain services on the Bank’s behalf. The words “you” and “your” mean the entity which has requested a Card(s) be issued in its name and/or in the name of its officers, agents, employees or representatives who have been authorized to use the Card (you and such persons herein referred to as “Cardholders” and individually, “Cardholder”). The request for, initial use of, or other acceptance of the Card, or the signing of any application for a Card or this Agreement, by Cardholder constitutes acceptance of the following terms and conditions, and you agree to be responsible for all uses of any Card, Card number or Personal Identification Number (“PIN”) issued hereunder. 

The terms and conditions of this Agreement are in addition to the terms and conditions of the Evolve Bank & Trust Business Account Terms (“Business Account Terms”) that apply to the business account to which one or more Cards are linked (the “Business Account”), which is incorporated herein by this reference. In the event of a conflict between this Agreement and the Business Account Terms or any other agreement between you and us, this Agreement will control with respect to transactions made with any Card, Card number and/or PIN.

II. RESPONSIBILITIES AND OBLIGATIONS

You assume responsibility for all transactions arising from the use of the Card, Card information and/or PIN whether such use is with an automated teller machine (“ATM”), banking terminal, point of sale, electronic funds transfer device or any other means of access. If you have authorized another person to use the Card in any manner, that authorization shall be deemed to include the authorization to make withdrawals or transfers of funds from the Business Account to which Cards are linked, and such authorization shall be deemed to continue until you have taken all steps necessary to revoke it by preventing such use by that person, including, without limitation, notifying the Cardholder and contacting us to inform us that the Cardholder is no longer authorized. To the greatest extent permitted by applicable law, you agree to pay us on demand for all purchases made, services rendered, and cash advances made by or to any person using the Card, Card number or PIN. You further authorize us to transfer funds in the Business Account to the accounts of third parties you or Cardholder may designate using our services. Except as specifically prohibited by law or regulation, you hereby waive as against us all of your claims, defenses, rights and offsets now or hereafter existing against any merchant or other payee for services or merchandise acquired with the Card. Cancellation of a Card or termination of the Business Account shall not excuse your obligation to pay for all purchases or other transactions incurred against or in connection with the Business Account through the effective time of the cancellation or termination. This liability will be joint and several with you and Cardholder. You are solely responsible for selecting Cardholders. You must require each Cardholder to comply with the terms and conditions of this Agreement, and you are responsible for the failure of any Cardholder to so comply. You acknowledge and agree that you are responsible for retrieving the Cards if any Cardholder leaves your employment or you otherwise revoke a Cardholder’s authority to use a Card. Except as otherwise limited by applicable law, you will remain responsible for all Card transactions.

III. BUSINESS ACCOUNT ACCESS AND USE

The Card may only be used to access the Business Account from which the total amount of transactions made with any Card, Card number or PIN or any cash withdrawal (if permitted) at an automated teller machine (“ATM”) made with any Card will be debited. Each Cardholder agrees that the Card is for use by business owners and authorized signers, and that each Cardholder has been properly and duly authorized to use the Card. The Card can be used only for legitimate business purposes and not for personal, family or household purposes. You acknowledge and understand that the Card shall not be treated as a consumer card under the provisions of state and federal law. You agree to limit the use of each Card to legitimate business purposes and to take all necessary steps to ensure that each Card is used for no other purpose. Bank or Program Manager may immediately terminate this Agreement if you or Cardholder uses the Card for any consumer or personal purpose or in violation of any provision of this Agreement. You understand and agree that the Card is not a consumer access device under the provisions of the Electronic Funds Transfer Act or any other applicable law. If the Business Account is closed for any reason, this Agreement will be terminated; provided, however, all of your obligations under this Agreement will survive termination.

The use of any Card shall be subject to this Agreement and to the compliance with such requirements, limitations and procedures as may be imposed by Mastercard from time-to-time, and applicable law, as well as to the terms and conditions imposed by us from time-to-time in relation to electronic services, facilities and transactions and conditions of each Business Account owner. You may not use the Card to conduct illegal transactions, including gambling, or to purchase illegal goods and services. We may refuse to authorize a Card transaction if: (i) the Card is reported lost or stolen; (ii) there is uncertainty as to whether or not the transaction is authorized by you; (iii) we reasonably believe that the transaction is made in connection with an unlawful transaction or activity, including without limitation, gaming, gambling, lottery, or similar activities; or (iv) we believe you or a Cardholder is in violation of the terms of this Agreement or the Business Account Terms. We reserve the right not to approve any Card transaction provided such denial complies with applicable law. Using a blocked, cancelled, invalid, expired or recalled Card, or using the Card for illegal purposes or gambling is prohibited and may render you and/or Cardholder liable to prosecution. 

All transactions arising from the authorized use of the Card shall be subject to and controlled by applicable law, the terms of the Business Account Terms, this Agreement and other contractual relationships with us and all of our applicable rules and regulations, as amended from time to time.

IV. CARD ISSUANCE, RENEWAL, REPLACEMENT AND EXPIRATION

1. Each Card issued pursuant to this Agreement will bear the name of the Cardholder. An authorized signer on the Business Account will designate who shall be a Cardholder. Each Cardholder must sign his or her Card prior to its first use, and such signature represents consent to the terms and conditions of this Agreement. The word “use” includes any presentation of the Card, Card number and/or disclosure of the PIN in any manner that permits any person to purchase goods and services or to obtain cash.
2. The Card shall expire at the end of the month/year embossed on it. Unless earlier terminated in accordance with this Agreement or the Business Account Terms, the Card will be renewed automatically by the Bank and the annual fee (if any) debited to the Business Account. If the Cardholder has not received his/her new Card at least fourteen (14) days prior to the expiry of his/her current Card, he/she and/or you should report this immediately to the Bank and Program Manager. The Bank reserves the right to refuse to renew Cards without stating its reasons.
3. You or a Cardholder may request a replacement Card by contacting the Program Manager through its mobile application. We may at our discretion issue a replacement Card upon such terms and conditions as we may deem fit, and we reserve the right to charge a replacement fee for any lost or stolen Card. Such Card replacement fee shall be debited to the Business Account and shall not be refundable for any reason whatsoever. Renewal and replacement Cards will continue to be sent to Cardholder at the address the Bank has on file for the Cardholder, provided the Business Account is active and in good standing, until you advise us, in writing, to stop. As soon as you receive the new Card, you must, or must cause Cardholder to, activate it and destroy the old Card.
4. You must, or cause Cardholder to, destroy the Card upon its expiry or termination by cutting it into pieces. You will be liable for any loss or damage arising from disclosure of the Cardholder’s Card information and any Card transactions as a direct result of your or Cardholder’s failure to do so.

V. FEES

You agree to pay any fees and service charges applicable to the Business Account and/or Cards. These charges are subject to change. The pricing guide, which lists our current charges, is attached hereto as Exhibit A and is incorporated herein by this reference. You agree to pay all fees we charge in connection with the Card and services you obtain in connection with this Agreement. We reserve the right to institute a standard charge or charges for the issuance, reissuance, or use of the Cards or for the reinstatement of any Card privileges which have been suspended. You agree to pay all charges and fees related to the Card or any Card transaction, and authorize us to debit your Business Account for such amount due. The Bank may modify, amend or change any fees set forth on the pricing guide at any time and without prior notice, unless required by law.

VI. CARD TRANSACTIONS, CARD USE AND TRANSACTION LIMITS

1. Purchases. Cards may be used for point of sale transactions to purchase goods and services for business purposes at any merchant location where Mastercard cards are honored. If a Cardholder uses a Card, Card number or PIN to initiate any fund transfer or transaction, including card not present transactions, you authorize us to debit the Business Account, and you agree that your authorization may result in an immediate withdrawal from the Business Account, even though the transaction may not actually be posted to that Business Account until a later date (see below for details on authorization holds).
2. ATM Transactions. Cards may be used to withdraw cash, make deposits, obtain balances and make transfers at ATMs. The amount of cash that can be withdrawn in one day at an ATM will be restricted based in Bank’s sole discretion. All ATM transactions performed with the Cards are subject to the cutoff times established from time to time by the owners or operators of the ATM. Any ATM transaction initiated after the cutoff time will be posted to your Business Account on the following business day. The Business Account may be subject to charges when you or any Cardholder uses an ATM that does not display the Bank logo or certain acceptance marks, including Mastercard or Maestro, Cirrus or Pulse. When you use an ATM not owned by us, you may be charged a fee by the ATM operator or any network used for the transaction (and may be charged a fee for a balance inquiry even if the Cardholder does not complete a funds transfer).
3. Authorization Holds. When you use your Card to purchase goods or services or to make a cash back withdrawal transaction, certain merchants, such as gas stations, restaurants or hotels, may attempt to obtain preauthorization for the transaction and may estimate the transaction amount. If the merchant makes such a request, a “hold” is placed on your Business Account balance for the amount of the preauthorization request (which may vary in some cases from the amount of the actual purchase, depending on the merchant or purchase type), until the preauthorized amount settles. During the hold period, you may not have access to the preauthorized amount in your Business Account. We will not be responsible if any transactions are not completed because of the preauthorization request or hold. If the preauthorization request varies from the amount of the actual transaction, the actual transaction amount will be debited from your Business Account, even if this results in your Business Account balance becoming negative. You remain responsible for any negative balances in your Business Account.  Any claim or dispute regarding a preauthorization submitted by merchants must be directed to the merchant or other business establishment at which you made the purchase.
4. Overdrafts. You may not initiate a transaction using the Card if the amount of the transaction exceeds the balance in the Business Account. The Bank does not offer overdraft services in connection with the Cards.  
5. Transaction Limits. We may, from time to time, limit the type, number and dollar amounts of any withdrawals, transfers or deposits made by Cardholders by use of the Cards, notwithstanding the amount in the Business Account, and terminate or suspend the operation of any or all electronic funds transfer devices or merchants, without notice, unless required by law or regulation. See Exhibit B. You may request Bank to implement certain transaction limits by submitting to Bank in writing transaction limits per transaction type per day to apply to all Cards. The Bank may, at its discretion, use commercially reasonable efforts to implement such limits, subject to the terms set forth herein. You agree that the Cardholder will not exceed the designated limit, and that we have the right to deny any transaction if the transaction will cause a Cardholder to exceed the limit or the collected balance in the Business Account. For the avoidance of doubt, if the Cardholder initiates transactions that exceed a limit or we allow access that exceeds the limit, we can charge the transaction to your Business Account without giving up any of our rights under this Agreement. In addition, if we permit Cardholders to exceed their limit on any occasion, we are under no obligation to do so in the future. The amount a Cardholder may withdraw in a single transaction may be less than the transaction limit under certain circumstances. We have the right to change these limits from time to time without notice.

VII. SAFEGUARD OF CARD, CARD NUMBER AND PIN

You must, and must cause each Cardholder to, protect the security of the Card, Card number and PIN at all times. When a Cardholder receives the Card, the Cardholder will be prompted to select a PIN. The Bank will treat the PIN selected as authorization whenever it is used with the Card. Any transactions done using the Card with the PIN will have the same legal effect as if the Cardholder signed a sales draft. Each Cardholder must also ensure that the Cardholder: (a) keeps the Card secure at all times; (b) regularly checks that the Cardholder stills has the Card in the Cardholder’s possession; (c) does not let anyone else use the Card; (d) ensures that the Cardholder retrieves the Card after using it; (e) never gives out Card details, such as the CVV, except when using the Card in accordance with this Agreement; (f) adopts security measures to prevent any unauthorized person from obtaining possession of a Card, Card number or PIN (including, but not limited to, maintaining current anti-virus and spyware software on your computer and computer systems to protect the Card and Card information) and (f) sign the Card in ink as soon as it is received. To protect your PIN, each Cardholder must ensure that the Cardholder: (i) selects a PIN which cannot be easily guessed; (ii) does not select a PIN using a combination of Cardholder name, date of birth, telephone numbers, address or social security number; (iii) takes care to prevent anyone else seeing the Cardholder’s PIN when you are selecting it or changing it; (iv) memorizes the Cardholder’s PIN; (v) does not write your PIN on the Card; (vi) does not keep a record of the PIN with or near the Card or Card number; (vii) does not tell your PIN to anyone; and (viii) takes care to prevent anyone else seeing the Cardholder’s PIN when using it. You must also comply with any security procedures as may be prescribed by the Bank and delivered to you from time-to-time. You acknowledge and agree that the PIN is a commercially reasonable method of verifying whether any transfer or other payments were authorized by any Cardholder. You further acknowledge and agree that the PIN is not intended, and that it is commercially reasonable that the PIN is not intended, to detect any errors to, or arising out of, a transfer or other payment. If any person for whom you have requested a Card or to whom you have given the PIN ceases to have authorization to use the Card or PIN, whether by termination of employment or otherwise, you should contact and return the Card to us immediately.

VIII. LOST OR STOLEN CARDS AND UNAUTHORIZED TRANSACTIONS

If you or Cardholder believes a Card, Card number or PIN has been lost, stolen or compromised or you or Cardholder suspects any unauthorized use of any Card, Card information or PIN, immediately call (833)-994-0430 or the number on the back of the Card or contact us by email at cardsupport@branchapp.com. We may require you to put your claim in writing, and must send such written complaint to: 

Branch Messenger, Inc.
8014 Olson Memorial Hwy 55, #471
Golden Valley, MN 55427

IX. LIABILITY FOR UNAUTHORIZED TRANSACTIONS

You will not have the benefit of any consumer law limiting liability with respect to the unauthorized use of a Card or Business Account. This means your liability for unauthorized use of your Card could be greater than the liability in a consumer debit card transaction. You accept and agree to undertake the additional risk and greater measure of liability associated with the use of business purpose cards as described in this Agreement. You are liable for Card transactions you do not authorize if we can prove that we processed the transaction in good faith and in compliance with commercially reasonable security procedure to which we both agreed, unless otherwise required by law. 

Your regular monthly Business Account statement will describe all Card transactions and pursuant to the E-Signature and Electronic Disclosure Agreement, we will deliver statements to you in electronic form. You agree to examine your statement each month using the Program Manager’s mobile application and immediately report any discrepancies or errors to us. If you fail to notify us of discrepancies, errors, or unauthorized transactions within thirty (30) days from the date of the first statement containing such information, we will be entitled to treat such information as being correct in all respects, we will have no liability to you for any discrepancies, errors or unauthorized transactions and you will be precluded from asserting otherwise.

In addition and without limiting any other term of this Agreement, you are fully liable for all transactions conducted using the Card, Card number, or PIN if: (a) you give the Card, Card number, or PIN to another person, including any person who you expressly or implicitly authorize to use the Card and that person exceeds the authority granted or that person continues to conduct transactions after you have terminated authority, unless you have requested in writing that we cancel your Card and PIN and have given us a reasonable period of time to act upon such notice; (b) you fail to safeguard the Card, Card number, or PIN as required by this Agreement or you violate any other term of Section VII (Safeguard of Card, Card number and PIN); (c) the transaction is conducted by a person who has an ownership interest in your company or entity, by a Cardholder or a person authorized by a Cardholder, or by any other person who has an interest in the Business Account, who has authority to conduct transactions on the Business Account or who is an employee of yours; or (d) our investigation reveals that the facts do not reasonably support a claim of unauthorized use.

X. INTERNATIONAL TRANSACTIONS

Mastercard will convert to U.S. dollars any purchase, credit, cash disbursement, ATM transaction or reversal transaction made to your account in currency other than U.S. dollars. The conversion rate will be determined using Mastercard currency conversion procedures then in effect under the currency conversion procedure that Mastercard uses, the non-U.S. dollar transaction amount is converted into a U.S. dollar amount by multiplying the transaction amount in the non-U.S. dollar currency by a currency conversion rate. The currency conversion rate between the transaction currency and the billing currency used for processing international transactions is a rate selected by Mastercard from the range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate Mastercard receives, or the government mandated rate in effect for the applicable central processing date. The currency conversion rate is subject to change by Mastercard. The date the conversion rate is applied by Mastercard is either: (1) the date the transaction is processed; or (2) the day before the date the transaction is processed. As such, the conversion rate applied may differ from the rate on the date of your transaction. Any fees imposed by us in connection with foreign currency conversions and in connection with transactions occurring outside of the United States are contained in the pricing guide.

XI. MERCHANT DISPUTE

Neither Bank nor Program Manager accepts responsibility for transactions made using the Card; in particular, any complaints concerning goods or services obtained or other disputes and claims arising from these transactions are to be resolved directly and exclusively with the contractual parties concerned (i.e., you, Cardholder and merchant).

XII. TERMINATION

We reserve the right to terminate this Agreement and suspend, revoke or cancel all or any part of the privileges of any Card and/or Business Account at any time and for any reason with or without notice to you or Cardholder. The use of any or all Cards may be terminated by you and the use of any Card issued to a Cardholder may be terminated by that Cardholder, in each case, by giving written notice thereof to the Bank and Program Manager and returning the Cards to the Bank or Program Manager. If the Card is suspended, revoked, cancelled, or terminated, any use of the Card before it is cut in pieces and returned to the Bank or Program Manager shall remain subject to this Agreement. A recalled or cancelled Card shall be cut up by you or the Cardholder and sent promptly to the Bank or Program Manager. If the Card is suspended, cancelled, revoked or terminated, all outstanding amounts due, including any fees, are due for immediate payment to the Bank and will be debited from the Business Account. In the event this Agreement is terminated for any reason, you must still pay any present or future transactions resulting from the use of any Card, Card number or PIN. If the Card is revoked, cancelled or returned before its expiry, this does not entitle you to a proportionate repayment of any fees, including annual or monthly fees (if any). Neither Bank nor Program Manager accepts liability for damages that might arise as a result of termination of the contractual relationship or the suspension, termination or revocation of the Card. Use of the Cards after notice of their revocation is fraudulent and will subject you and any Cardholder to legal proceedings.

XIII. ARBITRATION AGREEMENT

1. For any and all controversies, disputes, demands, claims, or causes of action (including the interpretation and scope of this section and the arbitrability of the controversy, dispute, demand, claim, or cause of action) between any party to this Agreement (i.e., you, Cardholder, Program Manager and/or the Bank) relating to the Cards or this Agreement (as well as any related or prior agreement that you or Cardholder may have had with us), all parties agree to resolve any such controversy, dispute, demand, claim, or cause of action exclusively through binding and confidential arbitration. The arbitration will take place in the federal judicial district located in Memphis, Tennessee. As used in this section, “we” and “us” mean Bank, Program Manager and their respective subsidiaries, affiliates, predecessors, successors, and assigns and all of their respective employees, officers, directors, agents, and representatives. In addition, “we” and “us” include any third party providing any product, service, or benefit in connection with the Cards or this Agreement (as well as any related or prior agreement that you may have had with us) if such third party is named as a co-party with us in any controversy, dispute, demand, claim or cause of action subject to this section. Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. Notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief in a federal or state court located in the federal judicial district in Memphis, Tennessee in order to maintain the status quo pending arbitration, and each party hereby agrees to submit to the exclusive personal jurisdiction of the courts located therein for such purpose. A request for interim measures will not be deemed a waiver of the obligation to arbitrate.
2. All parties agree to the following in connection with any arbitration: (i) no class or similar group arbitration will be permitted; (ii) the arbitration will be confidential, and no party may disclose the existence, content, or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (iii) subject to any limitations of liability in this Agreement, the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (iv) each party will pay its own attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law.
3. All parties understand and agree that, by agreeing to this Agreement, EACH PARTY IS GIVING UP HIS/HER/ITS RIGHT (I) TO HAVE A TRIAL BY JURY; (II) TO HAVE A COURT RESOLVE ANY DISPUTE BETWEEN US; AND (III) TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY ARBITRATION OR LAWSUIT INVOLVING ANY DISPUTE BETWEEN US.
4. This arbitration provision will survive termination of the Card or this Agreement or bankruptcy by any party. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable or illegal part was not contained herein.

XIV. OWNERSHIP OF CARD

Each Card issued remains the property of the Bank. The Bank may, in its sole and absolute discretion, request for the Card to be returned at any time, whereupon the Cardholder or you shall cut and return the Card immediately to the Bank. You must cut and return to the Bank the Card immediately upon the termination of this Agreement or Business Account or cancellation of the Card.

XV. PROGRAM MANAGER

You understand that we have engaged Program Manager to perform a number of services for you under this Agreement. The Program Manager, along with its partners and agents, are the servicer of your Business Account and Card. In that capacity, the Program Manager may act on our behalf, perform our obligations or enforce our rights under this Agreement. You understand and acknowledge that we may share with Program Manager any information you or a Cardholder provides to us in connection with your Business Account or Card or any information we collect in connection with your Business Account or Card in order for Program Manager to provide you with products and/or services in connection with your Business Account and/or Card.

XVI. ANTI-MONEY LAUNDERING AND USA PATRIOT ACT

In order to comply with the requirements of the USA Patriot Act, we require you to provide your legal entity name, street address, taxpayer identification number, beneficial owners and other information that will allow us to identify you. You agree to collect and verify the name, street address and social security or tax identification number of each Cardholder or employee authorized to use a Card or Business Account. You understand and acknowledge that we are relying on your verification of all such information and its diligence of its employees and Cardholders. At our request, you agree to provide such information to us. We may, from time-to-time, require you to provide a document certifying its compliance with this Section.

XVII. CONFIDENTIALITY

The Bank and Program Manager may disclose information to third parties about Cardholders, you or Card transactions: (a) where it is necessary for completing transactions; (b) in order to verify the existence and condition of the Card for a third party, such as a merchant; (c) in order to comply with government agency, court order, or other legal reporting requirements; (d) if you or Cardholder gives the Bank your written permission; (e) to our and the Bank’s employees, auditors, affiliates, service providers, or attorneys as needed; (f) in order to collect funds you may owe us; (g) as otherwise provided in the Bank’s Privacy Policy Notice [Hyperlink or Include Below]; (h) as otherwise permitted by applicable law; or (i) in the investigation or prosecution of alleged fraudulent activity concerning your Business Account.

XVIII. DISCLAIMER AND LIMITATION OF LIABILITY

We make no warranties to you or any Cardholder, express or implied, regarding the services provided under this Agreement, including without limiting the foregoing, warranties of merchantability or fitness for a particular purpose. Neither Bank nor Program Manager shall be liable for its inability to perform obligations under this Agreement as a result of causes beyond its control, including without limitation, any act of God, accident, pandemic, equipment failure, system failure, labor dispute, or the failure of any third party to provide any electronic or telecommunications service used with the acceptance and processing of Card transactions. Under all other circumstances and to the greatest extent permitted by law, we will not be liable to you for our acts or omissions under this Agreement except to the extent we have acted with gross negligence or willful misconduct. To the extent that we are found liable, you may only recover an amount limited to your actual damages, not to exceed the total fees and charges paid by you in connection with the services under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the claim. In no event will you be able to recover from us consequential damages, exemplary damages or lost profits, even if you advise us of the possibility of such damages. All claims against us arising out of or related to this Agreement must be submitted to us in writing no later than twelve (12) months after the date on which the transaction giving rise to the claim occurred or should have occurred, otherwise such claim is barred and void. We will not be liable for any personal injury or tangible property damage suffered or incurred by you or any Cardholder through use or attempted use of the Card at any terminal..

XIX. WAIVER

Except as may be prohibited by law or regulation, you hereby waive as against the Bank and Program Manager all claims, defenses, rights and offsets you or any Cardholder now or hereafter may have against any merchant for merchandise or for services acquired by use of the Card or any other service offered by Bank.

XX. CHANGE OF CARDHOLDER CONTACT INFORMATION

Cardholder must notify Program Manager if Cardholder changes his/her address, name, email address or telephone number and will give Program Manager other information that we may need from time-to-time to keep our records up to date.

XXI. MODIFICATIONS OF SERVICES AND AMENDMENTS

The services, functions and facilities available through the use of the Card shall be determined by the Bank from time-to-time. The terms and conditions of this Agreement and any fees set forth herein may be revised by posting a revised version here www.branchapp.com/terms and any such amendment shall be effective upon posting. We will give you advance notice of any change where required by law. We may provide such notice to you with your statement, electronically, or by mail. Any notice we provide to you will be binding and sent to the last (postal or electronic) address in our records. We may change your address if we receive an address change notice from the U.S. Postal Service or if a company in the business of providing correct addresses informs us that the address in our records no longer matches your address. We may change or terminate this Agreement without notice at our discretion or to comply with any appropriate federal or state law or regulation. However, if the change is made for security purposes, the Bank may implement such change without prior notice. We may cancel or suspend the Card or this Agreement at any time (with or without notice) You may cancel this Agreement as set forth above. Your termination of this Agreement will not affect any of the Bank’s rights or your obligations arising under this Agreement prior to termination.

XXII. GOVERNING LAW

This Agreement will be governed by the laws of the State of Tennessee, without regard to choice or conflict of laws. All transfers are agreed to be originated within the State of Tennessee. You and each Cardholder hereby consent to service of process, personal jurisdiction and venue in the state and federal courts in Memphis, Tennessee, and select such courts as the exclusive forum with respect to any action or proceeding brought to enforce any liability or obligation under this Agreement.

XXIII. ASSIGNMENT, SEVERABILITY, HEADINGS AND BUSINESS DAY

The Card and your obligations under this Agreement may not be assigned. Notwithstanding, the Bank may transfer its rights under this Agreement. Use of the Card is subject to all applicable rules and customs of any clearinghouse or other association involved in transactions. The Bank does not waive its rights by delaying or failing to exercise them at any time. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the court or other tribunal making such determination is authorized and instructed to modify this Agreement so as to effect the original intent of the parties as closely as possible so that the transactions and agreements contemplated herein are consummated as originally contemplated to the fullest extent possible. The headings in this Agreement are only for convenience and do not in any way limit or define your or our rights or obligations under this Agreement. Our business days are Monday through Friday except Federal Reserve Bank holidays on which we are closed.