Revenued Cardholder Agreement

Agreement

These Pearl Capital DBA Revenued Card Program Terms and Conditions (these “Terms”) represent an agreement between each Account Owner and any Authorized User and Bank that governs the Pearl Capital DBA Revenued Card Program (each term as defined below).  Each Authorized User must accept these Terms in order to receive and use the Card.  IMPORTANT:  These Terms include resolution of disputes by arbitration instead of in court and class action waiver. PLEASE READ CAREFULLY.

1. Definitions

“Access Information” means collectively a PIN, online user name, password, challenge questions, and any other security information used to access a Business Account or Card Account.

“Account Owner” means the business entity that has established a Pearl Capital Account pursuant to the Pearl Capital Agreement, entitling the business entity to receive its Merchant Cash Advance Funds.

“Authorized User” means any designated person authorized by the Account Owner to use the Card on Account Owner’s behalf.

“Bank” means Sutton Bank, member Federal Deposit Insurance Corporation (“FDIC”).

“Card” means the Revenued-branded Visa^® Prepaid Card, either virtual or physical card, issued by Bank through which you can obtain access to Account Owner’s Merchant Cash Advance Funds in the Account Owner’s Pearl Capital Account.  Each reference to “Card” also shall include “Cards”

“Card Account” means the records maintained by Bank for each Card.

“Pearl Capital” means DBA Revenued, LLC, a Delaware limited liability corporation that operates a website that allows an Account Owner to apply for and receive Merchant Cash Advance Funds.  Pearl Capital also is a sponsor of the Program so that Account Owner may receive their merchant cash advance on a Card.

“Pearl Capital Account” means records maintained by Pearl Capital for the undisbursed proceeds of the Account Owner’s Merchant Cash Advance Funds.

“Pearl Capital Agreement” means the separate agreement between Account Owner and Pearl Capital that documents Account Owner’s agreement with Pearl Capital to receive Account Owner’s Merchant Cash Advance Funds onto the Card.

“Pearl Capital Card Program” or “Program” means the program through which the Bank issues one or more Cards.

“Merchant Cash Advance Funds” means the proceeds of a merchant cash advance by Pearl Capital that remain available to be disbursed to Account Owner through the Card.

“Principal Owner” means (1) each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity and (2) one individual with significant responsibility for managing the legal entity listed above, such as an executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer); or any other individual who regularly performs similar functions.

“We,” “us,” and “our” mean Bank and its successors, affiliates, and assignees.

“You” or “your” means the Account Owner and/or the Authorized User.

2. Activating the Card

You cannot use a card to perform transactions until you have activated the card and selected the personal identification number (“PIN”) pursuant to these terms. By activating the card or participating in the program in any way, you represent that you have read and understand these terms and condition of these terms and you agree to be bound by the terms and conditions of these terms and our privacy policy. Please visit  WWW.REVENUED.COM (The “Website”) to view, print, and save these terms and our privacy policy.

 

3. Important Information About Procedures For Opening a Card Account

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. What this means for you: when account owner opens a card account, we will ask for the name, address and employer identification number of the account owner and the names, addresses, dates of birth, and other information concerning each authorized user that will allow us to identify the account owner and the authorized users. We may also ask to see a copy of the authorized users' drivers licenses or other identification documents.

 

4. Account Owner Consent To Use Electronic Signatures and Communications

4.1. Account Owner Consent. To the extent permitted by applicable law, Account Owner consents to use electronic signatures and to electronically receive all records, notices, statements, communications, and other items for all services provided to Account Owner and Authorized Users under these Terms and in connection with Account Owner’s relationship with us (collectively, “Communications”) that we may otherwise be required to send or provide Account Owner in paper form (e.g., by mail). By accepting and agreeing to these Terms electronically, Account Owner represents that: (1) Account Owner has read and understands this consent to use electronic signatures and to receive Communications electronically; (2) Account Owner satisfies the minimum hardware and software requirements specified below; and (3) Account Owner’s consent will remain in effect until Account Owner withdraws their consent as specified below.

4.2. Account Owner’s Right to Withdraw Account Owner’s Consent. Account Owner’s consent to receive Communications electronically will remain in effect until Account Owner withdraws it. Account Owner may withdraw their consent to receive further Communications electronically at any time by contacting us at online at info@revenued.com or  by calling +1-844-218-4834. If Account Owner withdraws their consent to receive Communications electronically, we reserve the right to close your Card Account and return your remaining Card Account balance as set forth in these Terms (in which case you will no longer be able to use your Card or participate in the Program, except as expressly provided in these Terms) or charge you a fee for paper copies of Communications. Any withdrawal of Account Owner’s consent to receive Communications electronically will be effective only after we have a reasonable period of time to process Account Owner’s withdrawal. Please note that Account Owner’s withdrawal of consent to receive Communications electronically will not apply to Communications electronically provided by us to Account Owner before the withdrawal of Account Owner’s consent becomes effective.

4.3. Account Owner Must Keep Contact Information Current With Us. In order to ensure that we are able to provide Communications to Account Owner electronically, Account Owner must notify us of any change in Account

Owner’s e-mail address by updating Account Owner’s profile on the Website at WWW.REVENUED.COM   or by calling +1-844-218-4834.

 

We will attempt to communicate with you only by use of the most recent contact information you have provided to us. You agree that any notice or communication sent to you at an address noted in our records shall be effective unless we have received an address change notice from you.

 

We cannot accept responsibility for any email messages not received by you or for any delay in the receipt or delivery of any email notification. If you make your email account available to any other individual, you agree that you are responsible for any release of any Account information to such individual.

 

4.4. Copies of Communications. Account Owner should print and save or electronically store a copy of all Communications that we send to Account Owner electronically.

 

4.5. Hardware and Software Requirements. In order to access and retain Communications provided to you electronically, you must have: (1) a valid email address; (2) a computer or other mobile device (such as tablet or smart phone) that operates on a platform like Windows or a Mac environment; (3) a connection to the Internet; (4) a Current Version of Internet Explorer 8 (or higher), Mozilla Firefox 7.0, Safari 5, or Chrome 15; (5) a Current Version of a program that accurately reads and displays PDF files, such as Adobe Acrobat Reader version 7 or higher; (6) a computer or device and an operating system capable of supporting all of the above; and (7) a printer to print out and save

 

Communications in paper form or electronic storage to retain Communications in an electronic form. “Current Version” means a version of the software that is currently being supported by its publisher.

 

4.6. Changes. We reserve the right, in our sole discretion, to communicate with Account Owner in paper form. In addition, we reserve the right, in our sole discretion, to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which we provide electronic Communications. Except as otherwise required by applicable law, we will notify Account Owner of any such termination or change by updating these Terms on the Website at https://www.revenued.com/or delivering notice of such termination or change electronically.

 

5. Card and Card Account Terms

5.1 About Your Card. The Card is a commercial prepaid debit card issued by the Bank. The Card can only be used for business purposes only and may not be used for personal, family or household purposes. The Card is not a credit card. The Card is not a gift card.  The Card remains the property of the Bank and must be returned upon our request. To the extent permitted by applicable law, Bank may cancel, repossess, or revoke the Card at any time without prior notice. The Card cannot be redeemed for cash. The Card is not for resale and may not be transferred or assigned.

 

5.2 Activating the Card. You must activate each Card before it can be used. You may activate a Card on the

Website https://www.revenued.com/ or by calling +1-844-218-4834. In order to activate a Card, you will need to provide certain User Information so we can verify your identity and then select a PIN. You must activate your Card before it can be used.

 

5.3 Card and PIN Security. When selecting a PIN, you should not use numbers or words that appear in your wallet (e.g., your date of birth, address, or social security number). You must memorize your PIN and not share them with anyone. Do not write the PIN on a Card or keep it in the same location as the Card. You should treat the Card with the same care as cash. Always protect the Card and keep it in a safe place. Do not send a Card number in an email or text message. Make sure Card and Access Information is secured with encryption when used to perform transactions over the Internet or wireless networks.

 

5.4 Lost or Stolen Card or Compromised PIN. The Card is a commercial card and does not provide consumer protections for lost, protections for stolen or unauthorized transactions. Treat the Card like cash. Until you report a Card as lost or stolen, the you are fully responsible for all transactions, even if the Card is lost, stolen or used for unauthorized transactions. Contact Customer Service IMMEDIATELY if you believe: (a) a Card has been lost or stolen, (b) someone has gained unauthorized access to any Access Information, or (c) someone has transferred or may transfer funds to your Card Account from Account Owner’s available Merchant Cash Advance Funds or from your Card Account without your permission. Contacting us by telephone at +1-877-662-3489 is the best way to minimize possible losses.  Unless we have authorized a transaction after a Card Account is blocked (see Section 5.24 – Our Liability to You), Account Owner and the relevant Authorized User are responsible for all unauthorized transactions initiated and fees incurred from the unauthorized use of a Card.

 

5.5 Card Account. The funds in the Card Account do not accrue interest.

 

5.6 Funding of the Card Account. Subject to the limitations set forth in these Terms, the only funds available for funding the Card Account are the funds in Account Owner’s Pearl Capital Account. Account Owner acknowledges and agrees that by signing up for the Program Account Owner authorizes Pearl Capital to transfer all of Account Owner’s Merchant Cash Advance Funds into the Card Account as provided in this section until Account Owner withdraws from participating in the Program.  Any withdrawal of Account Owner’s participation in the Program will be effective only after we have a reasonable period of time to process Account Owner’s withdrawal.

 

When the Card is used for a transaction at a merchant, an authorization request will be transmitted to us from a merchant.  We will communicate with Pearl Capital to determine if there are sufficient funds in Account Owner’s Pearl Capital Account available to fulfill the transaction authorization request.  If Pearl Capital notifies us that funds are available for the transaction and the transaction itself is authorized, the funds will be transferred from Account Owner’s Pearl Capital Account and deposited to the Card Account. The funds will then be debited from the Card Account for the amount of the transaction.  If Pearl Capital notifies us that there are not sufficient funds available for the amount of the purchase or the transaction itself is not authorized, then no funds will be added to the Card Account and the transaction will be declined. The Pearl Capital Agreement will govern the debiting of the funds from the Pearl Capital Account when the funds are added to the Card Account. The value available in the Card Account is limited to the funds that have been transferred from Account Owner’s Pearl Capital Account to the Card Account. You may not add funds to the Card Account by any other method, including credit cards, debit cards, bank accounts, cash or by sending personal checks, cashier’s checks, retailer load networks (e.g. GreenDot, MoneyGram, Western Union, etc.), or money orders to the Bank. The Bank will return all checks and money orders unless your Card Account has a negative balance, in which case the Bank may, in its sole discretion, apply the proceeds of the check or money order towards the negative balance of the Card Account.

 

5.7 Authorized User Eligibility and Consents. Authorized User must (i) be a United States citizen or permanent resident (with valid US Tax ID) of at least 18 years of age (or older if residing in a state where the majority age is older); (ii) accept and agree to the Bank’s Privacy Policy; (iii) accept and agree to the terms of these Terms; and (iv) provide or agree that Account Owner may provide all requested information, such as Authorized User’s name, date of birth, address, email address, social security number, and such other information as we may request from time to time (collectively, “User Information”). Authorized User represents and warrants that all information, including User Information, provided to us or to Account Owner (to provide to us) from time to time is truthful, accurate, current, and complete. Authorized User agrees to promptly notify us and Account Owner in writing of changes to any User Information. If we approve of Authorized User’s registration for a Card Account, we will mail such Authorized User a Card.

 

5.8 Revocation of Authorized User Privileges.  Account Owner must notify us at +1-877-662-3489, to revoke permission for an Authorized User to use the Card.  When Account Owner notifies us to revoke such permission, we will promptly close that Authorized User’s Card Account and that Authorized User may no longer use the Card.

 

5.9 Using the Card. You may only use the Card to purchase goods and services for business purposes.  You may not use the Card for personal, family or household purposes.  You may use the Card to make purchases at any merchant that accepts Visa debit cards or debit cards of other networks in which the Bank participates, subject to the available Card Account balance, the transaction limits and transaction restrictions outlined below, and the other terms and condition of these Terms. If you use your Card number without presenting the Card (such as for a mail order, telephone, or Internet purchase), the legal effect will be the same as if you used the Card itself. Each time you use the Card, you authorize us to reduce the value available in the Card Account by the amount of the transaction and any applicable fees. You are not allowed to exceed the amount of the available funds in the Card Account through an individual transaction or a series of transactions. Nevertheless, if a transaction exceeds the amount of available funds in the Card Account (including the available Merchant Cash Advance Funds in the Pearl Capital Account (as described in Section 5.6 - Funding of the Card Account), you will be fully liable to us for the full amount of the transaction and any applicable fees. We may temporarily “freeze” the Card Account and attempt to contact you if we notice transactions that are unusual or appear suspicious.

 

5.10 Merchant Holds on Available Funds. When you use the Card or Card number to initiate a transaction at certain merchant locations, such as hotels, restaurants, gas stations, and rental car companies, where the final purchase amount is unknown at the time of authorization, a hold may be placed on the available funds in the Card Account for an amount equal to or in excess of the final transaction amount. The funds subject to the hold will not be available to you for any other purpose until the merchant sends us the final transaction amount. Once we receive

 

the final transaction amount, it may take up to seven days for the hold to be removed. During that period, you will not have access to the funds subject to the hold. Please be advised that you may experience difficulties using the Card at unattended vending machines, kiosks, and gas station pumps. If the Card is declined at a “pay at the pump” gas station even though there are sufficient funds available, you should pay for your purchase inside with the cashier.

 

5.11 Transaction Restrictions. You may not use your Card for online gambling or illegal transactions.

 

5.12 Transaction Limits. The maximum amount that can be spent using the Card limited to lower of: (a) the limits set by Account Owner and (b) limits set forth by the Bank. The Bank’s limits are: (1) maximum amount that can be spent using the Card is $10,000.00 per day, (2) the maximum amount that can be spent using the Card per month is $50,000.00, and (3) the maximum amount that can be spent per transaction is $10,000. In order to protect the Card, we may temporarily impose limits on the dollar amount, number, and type of transactions performed using the Card and the Card Account. To the extent permitted by applicable law, we reserve the right to: (a) change the transaction limits; (b) limit, block, or place a hold on certain types of transfers or transactions, and (c) limit, suspend, or block transfers from particular persons, entities, or Card Accounts.

 

5.13 Fees. All fees will be deducted from your Card Account. The fee schedule located at the end of these Terms lists the fees applicable to the Program. In some cases, the actual fee charged may be lower than the fee stated in the fee schedule. If you believe a fee was charged in error, contact Customer Service.

 

5.14 Responsibility for Authorized Transactions. Account Owner and the relevant Authorized User are responsible for all transactions initiated and fees incurred by use of your Card and Card Account. If Account Owner or an Authorized User permit another person to have access to a Card or Card number, we will treat this as if Account Owner and the Authorized User have authorized such person to add funds to the Card from the available Merchant Cash Advance Funds and use the Card, and Account Owner and the relevant Authorized User will be liable for all transactions and fees incurred by such person, even if they exceed the authorization granted. Transactions will be considered unauthorized only after Account Owner or the relevant Authorized User notifies us that the person is no longer authorized to use the Card.

 

5.15 Card Account Balance. It is important to know the amount of available funds in the Card Account (including Account Owner’s available Merchant Cash Advance Funds in the Account Owner’s Pearl Capital Account) before performing a transaction. If you do not have sufficient funds in the Card Account (including Account Owner’s available Merchant Cash Advance Funds in Account Owner’s Pearl Capital Account) to cover the transaction amount, the transaction will be declined. If you do not have sufficient funds in the Card Account (including Account Owner’s available Merchant Cash Advance Funds in Account Owner’s Pearl Capital Account) to cover the transaction amount, you can request that the merchant charge a part of the purchase to the Card and pay the remaining amount with cash or another card. These are called “split transactions.” Some merchants do not allow cardholders to conduct split transactions. You acknowledge and agree that the funds available to perform transactions are limited to the available funds that have been added to the Card Account that are not subject to a hold.  You are not authorized to use any funds added to the Card Account in error. Any transaction that could create a negative balance for the Card Account is not permitted, but may occur in limited circumstances. Adjustments may be made to the Card Account to reverse an error, reflect a merchant adjustment, or resolve a dispute regarding a transaction posted to the Card Account. These processing and adjustment entries could cause the Card Account to have a negative balance. If the Card Account has a negative balance, you agree: (a) that the balance of Account Owner’s Pearl Capital Account can be adjusted to reflect that amount; (b) that we may automatically apply any subsequent deposits to the Card Account to satisfy the negative balance; and (c) to pay us on demand by a personal check, money order, or other payment method authorized by us for the amount of the negative balance. If no future funds are added to the Card Account, we may send Account Owner a notice explaining the reason for the adjustment and requesting payment by a personal check, money order, or other payment method to satisfy the negative balance. Payments should be mailed to us at the address provided below or the address stated in the applicable notice.

 

5.16 Transaction History. You may obtain information about the available funds in the Card Account and a 60-day history of the Card Account transactions on the Website.

 

5.17 Account Alerts. If you provide email addresses to us, we will send you important notices via email about the Card Account. In addition, if you provide a mobile phone number or other text message addresses to us, you expressly consent to receive text messages relating to the Card Account at that number or address. Third-party data and message fees may apply.

 

5.18 Verified Mobile Device. In order to use the App and other Program services with a mobile device, you must provide a valid mobile device phone number or text message address on the Website and verify such mobile device phone number or text message address as instructed by us. To verify that mobile device phone number or text message address, we may send a code via text message to the mobile device number or text message address provided, and require the code to be entered as instructed by us. If your mobile device number or text message address changes, you must promptly provide and verify the new mobile device number or text message address.

 

5.19 Preauthorized Transfers. You may not make pre-authorized regular payments through the use of your Card.

 

5.20 Refunds and Disputes. You will not receive cash refunds for Card transactions. If a merchant gives you a credit for merchandise returns or adjustments, the merchant may do so by processing a credit adjustment, which we will credit to the available funds in your Card Account. We are not responsible for the delivery, quality, safety, legality, or any other aspects of goods or services that you purchase with your Card. All such disputes must be addressed and handled directly with the merchant from whom those goods or services were purchased.

 

5.21 Privacy Policy. Your privacy is very important to us. We may disclosure your information to third-parties in limited instances. We may disclose information to third parties about you, the Card and the Card Account, and transactions related thereto: (a) as necessary to effect, administer, or enforce a transaction requested or authorized by you; (b) with your consent; (c) to protect against or prevent actual or potential fraud, unauthorized transactions, or other liability; (d) to comply with government agency or court orders; (e) as permitted and required by applicable law; and (f) as otherwise provided in Bank’s Privacy Policy. You understand that by participating in the Program, you consent to the collection, use, and disclosure of your information as set forth in these Terms and Bank’s Privacy Policy available at https://www.suttonbank.com/_/kcms-doc/85/49033/WK-Privacy-Disclosure-1218.pdf.

 

5.22 Replacement Cards. The expiration date of the Card is identified on the front of the Card. If there is a positive balance of funds in the Card Account upon expiration of the Card and the Card Account is in good standing, we may issue you a new Card. We may also issue you a new Card when the Card expires even if you have no funds in your Card Account. If you need to replace the Card for any reason, please contact Customer Service. You will need to provide certain User Information so we can verify your identity. There is a fee for replacement cards. Please see the fee schedule below.

 

5.23 Our Liability to You. If we do not complete an electronic fund transfer to or from the Card Account on time or in the correct amount according to these Terms, we may be liable to you for losses or damages. However, we shall have no liability to you if we are unable to complete a transaction for any reason beyond our control. For example, we will not be liable if: (a) through no fault of ours, you do not have enough available funds in the Card Account to perform the transaction; (b) circumstances beyond our reasonable control (e.g., fire, flood, water damage, power failure, strike, labor dispute, computer breakdown, telephone line disruption, or natural disaster) prevent or delay the transfer despite reasonable precautions taken by us; (c) the system, or point-of-sale terminal was not working properly and you knew about the problem when you initiated the transaction; (d) the funds in the Card Account are subject to legal process or are otherwise not available for transactions; (e) the merchant refuses to accept the Card; (f) if access to the Card has been blocked after you reported the Card lost or stolen; (g) if we have reason to believe the transaction is unauthorized; or (h) the transaction cannot be completed because your Card is damaged.

 

5.24 Errors or Questions About Your Card Account Transactions. Call Customer Service at +1 844-218-4834 or contact Customer Service at info@revenued.com as soon as you can you think an error has occurred involving your Card Account. We must hear from Account Owner no later than 60 days after the earlier of the date Account Owner electronically accesses the Card Account, if the error could be viewed in your electronic transaction history, or the date we sent the FIRST written transaction history on which the error appeared. When you sends notification of an error involving the Card Account, you will need to tell us: (a) Account Owner’s name, the relevant Authorized User and Card number; (b) why you believes there is an error and the dollar amount involved; and (c) approximately when the error took place. We will review the information submitted in a commercially reasonable manner, but given that the Pearl Capital Card Program implements a commercial product, you are not entitled to and we are not obligated to follow the requirements or obligations of the Electronic Funds Transfer Act and Regulation E promulgated thereunder, which only apply to consumer transfers.  If you need more information about our error resolution process, contact Customer Service.

 

5.25 Cancellation and Suspension. To the extent permitted by applicable law, we may cancel or suspend the Card, the Card Account, or these Terms immediately, for any reason, and without notice to you. Account Owner may cancel the Card, the Card Account, or these Terms at any time by notifying Customer Service at the number or address provided below. Cancellation or suspension of these Terms will not affect any of our rights or Account Owner’s or Authorized User’s obligations arising under these Terms prior to such cancellation or suspension. In the event that the Card Account is cancelled, closed, or terminated for any reason, Account Owner may request the unused balance to be returned to Account Owner via a check to the mailing address we have in our records.

 

5.26 Indemnification. At our request, Account Owner agrees to defend, indemnify, and hold harmless us and our parents, subsidiaries, and other affiliated companies, and our and their employees, contractors, officers, and directors against any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees) that arise from Account Owner’s or its Authorized Users’ violation of these Terms, applicable law, or any third-party rights or Account Owner’s or its Authorized Users’ fraud or willful misconduct. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by Account Owner, in which event Account Owner will cooperate in asserting any available defenses.

 

5.27 NO WARRANTY OF AVAILABILITY OR UNINTERRUPTED USE. From time to time, services related to the Program may be inoperative. When this happens, you may be unable to access the Website and Authorized Users may be unable to use the Card or obtain information about the Card. Please notify us if you have any problems using the Card or the Website. You agree that we will not be responsible for temporary interruptions in service due to maintenance, website changes, or failures, nor shall we be liable for extended interruptions due to failures beyond our control, including but not limited to the failure of interconnecting and operating systems, computer viruses, forces of nature, labor disputes and armed conflicts.

 

5.28 LIMITATION OF LIABILITY.  Except as otherwise expressly provided in these Terms or as otherwise required by applicable law, we, our affiliates, and the parties with whom we contract in order to offer the Cards, your Card Accounts, and related services are neither responsible nor liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating in any way to the Cards, your Card Accounts, any products or services purchased using Card Accounts, or these Terms (as well as any related or prior agreement that  Account Owner or Authorized Users may have had with us).

 

5.29 NOTIFICATION OF CHANGES.  If your U.S. mail or postal address, or email address or telephone number changes, you must notify us immediately. Failure to do so may result in information regarding the Card or Card Account being delivered to the wrong person or your transactions being declined.  In such event, we shall not be responsible for any resulting misuse of funds available in the Card Account.  You must notify us immediately in the event of the insolvency, receivership, conservatorship, bankruptcy, reorganization or change in Principal Owners. The Card Account may be terminated by us in the event a change of control, reorganization, restructuring, conversion, consolidation, division or merger of Principal Owner.

 

5.30 DISPUTE RESOLUTION BY BINDING ARBITRATION. For any and all controversies, disputes, demands, claims, or causes of action between you and us (including the interpretation and scope of this Section and the arbitrability of the controversy, dispute, demand, claim, or cause of action) relating to the Cards, the Card Accounts, or these Terms (as well as any related or prior agreement that you may have had with us), you and we 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 New York, New York. As used in this Section, “we” and “us” mean Bank and its subsidiaries, affiliates, predecessors, successors, and assigns and all of its and their respective employees, officers, directors, agents, and representatives. In addition, “we” and “us” include Pearl Capital, and any third party providing any product, service, or benefit in connection with your Cards, your Card Accounts, or these Terms (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. The arbitration will be conducted before one commercial arbitrator from the American Arbitration Association (“AAA”) with substantial experience in resolving commercial contract disputes. As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”).  Notwithstanding these Terms to arbitrate, either party may seek emergency equitable relief in federal court if it has jurisdiction or, if it does not, in a state court located in the federal judicial district of Account Owner your residence 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 within the federal judicial district of Account Owner’s or the relevant Authorized User’s residence for such purpose. A request for interim measures will not be deemed a waiver of the obligation to arbitrate. 

 

You agree to the following in connection with any arbitration: (a)  no class or similar group arbitration will be permitted; (b) the arbitration will be confidential, and neither you nor we 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; (c) subject to Section 5.23 (Our Liability to You), the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (d) 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.

 

You understand and agree that, by agreeing to these Terms:

 

• YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
• YOU ARE GIVING UP YOUR RIGHT TO HAVE A COURT RESOLVE ANY DISPUTE BETWEEN US; AND
• YOU ARE GIVING UP YOUR RIGHT 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.

 

 

This Section will survive termination of the Card Account or these Terms as well as any voluntary payment of any debt in full by Account Owner or bankruptcy by Account Owner, or you or any bankruptcy by you or us. With the exception of subparts (a) and (b) of this Section (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, 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, illegal or conflicting part was not contained herein.

5.31 Fee Schedule. The following fee schedule lists the fees applicable to the Program. In some cases, the actual fee charged may be lower than the fee stated in the fee schedule.

Service	Fee
Monthly Card Account Maintenance	$0.00 per month per Card Account
Card Replacement	$0.00
Expedited Card Delivery	$0.00
Written Statement	$0.00 per statement

 

** If you conduct a transaction at an out-of-network ATM, an additional fee called a “surcharge” or “convenience fee” may be charged by the ATM operator and by any network used to complete the transaction. Read the ATM screen message carefully for information related to surcharges before you complete a transaction at an ATM. You will have the option to cancel the transaction and go to another ATM. Visit the Website or the App to find the nearest surcharge-free ATMs.

 

5.32 Assignment. To the extent permitted by applicable law, we may assign these Terms without obtaining Account Owner’s or Authorized Users’ consent. Neither Account Owner nor any Authorized User may assign or transfer the Card, the Card Account, or these Terms without our prior written consent.

 

5.33 Severability and Waiver. If any provision in these Terms is held to be invalid or unenforceable, such provision will be deemed to be modified to the minimum extent necessary to make it valid and enforceable and the rest of these Terms will not be affected. We do not waive our rights by delaying or failing to exercise them at any time.

 

5.34 Amendment. We may add to, delete, or amend these Terms at any time in our sole discretion without providing notice to Account Owner and/or Authorized User, subject to applicable law. We reserve the right, subject to applicable law, to deliver to Account Owner and/or Authorized User any notice of changes to existing terms or the addition of new terms by posting an updated version of these Terms on the Website or delivering notice of changes to Account Owner electronically.

 

5.35 Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of Ohio, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.

 

5.36 Entire Terms. These Terms constitutes the entire and sole agreement between Account Owner, Authorized Users and us with respect to the Program and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Program.

 

6. Important Contact Information

 

6.1 Contact Information for Customer Service. Account Owner and Authorized Users may contact us online on the Website at https://www.revenued.com/, by phone during our business days and time of operation -- generally Monday through Friday from 9:00 a.m.- 5:00 p.m. (EST) time, or by writing us at info@revenued.com.

 

This cardholder agreement is effective January 16, 2020.

 

This card is issued by Sutton Bank, Member FDIC, pursuant to license from Visa U.S.A., Inc.