Float Electronic Communication Consent Agreement

Consent to Receive Electronic Communications

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

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

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

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

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

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

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

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

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

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

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

3.    How to Withdraw Consent. You may withdraw your consent to receive Communications in electronic form at any time by providing notification of your withdrawal in writing by email to support@floatfinancial.com or by calling +1 (833) 944-3175. If you do, we will  close your account. We will not impose any fee to process the withdrawal of your consent to receive electronic Communications. Any withdrawal of your consent to receive electronic Communications will be effective only after we have a reasonable period of time to process your withdrawal. While we process your withdrawal, you will continue to receive Communications in electronic form. If you withdraw your consent, the legal validity and enforceability of prior Communications delivered in electronic form will not be affected.

4.    How to Update Your Records. It is your responsibility to provide us with a true, accurate, and complete e-mail address, contact information, and other information related to this Agreement and your Card and to maintain and update any changes to this information promptly. You can update your information (such as your e-mail address) by writing to support@floatfinancial.com or by calling +1 (833) 944-3175.

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

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

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

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

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

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

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

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

Terms of Service

Last Updated: September 2025

These terms of service (“Agreement”) set forth the terms and conditions that govern the provision and use of: (i) the SaaS Services for the provision of an employee spend management solution; (ii)consulting, training and other Professional Services made available by Float in connection with the SaaS Services; and (iii)other Float services that do not possess distinct terms of service. By applying for the Services, you agree to the terms and conditions set out in this Agreement so please read this Agreement carefully.

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

1. SaaS Services

1. Provisioning of the SaaS Services: Subject to your and your Permitted Users’ compliance with the terms and conditions of this Agreement, Float will make the SaaS Services available to you on the terms and conditions set out in this Agreement during the Term.

2. Card Terms: The SaaS Services include the access to and use of the Cards. As a condition to using the SaaS Services and Card Services; irrespective of the card program, if applicable, you must agree to the Customer Cardholder Agreement, and you must ensure that each Card User is presented with and agrees to the Card User Terms and Conditions. A failure to comply with the Cardholder Agreement or the Card User Terms and Conditions is a breach of this Agreement.

3. Card Use: You agree to establish and maintain controls designed to ensure that the Cards are only used for bona fide business-related Charges and in compliance with the Cardholder Agreement, the Card User Terms and Conditions, and the Card Network rules. You are solely responsible for Charges made by any individuals given access to Cards even if they are not the person associated with or named on the Card. Float, Issuer, Card Networks, or other intermediary Third Party Service Providers (including merchant acquirers) may deny or reverse Charges for any reason. Float is not responsible for any Losses caused by or related to Charges that are denied or reversed. If you have a dispute with a merchant regarding a Charge, including delivery of the incorrect goods or services or being charged the wrong amount, you should first attempt to resolve the dispute with the merchant. Please also refer to the dispute resolution process set out in the Cardholder Agreement or the Card User Terms and Conditions, as applicable.

4. Linked Account: You must connect at least one Linked Account before we will provide you with the Services. We will use Financial Data from Linked Accounts as well as other Customer Data you supply to verify account balances and account information, establish spending limits, identify spending patterns and potential fraud, determine spending limits, analyze and report transactions, and provide Services to you. You must maintain at least one Linked Account at all times. Float may also require you to provide access to Customer Data, including details of Other Accounts, directly or through Third Party Services for the purpose of underwriting financial products.

5. Rewards: We may offer reward programs, including with respect to referral programs, from time to time in our sole discretion. The terms and conditions of any such reward programs will be available on our website. We may also provide you with promotional offers from third parties from time to time in our sole discretion. Float is not the provider of any services offered by such third parties, and these services may be subject to additional terms and conditions established by the third-party provider. We are not responsible for resolving any disputes you may have with a third party provider and we are not responsible for any Losses related to or caused by such promotional offers and any services you choose to receive from a third party. These Rewards, including their nature, types, values, or any other element may be changed at any time without prior notice.

6. Restrictions on Use: You will not and you will not permit others to: (i) sub-license, sell, rent, lend, lease or distribute the SaaS Services or any Intellectual Property Rights therein, or otherwise make the SaaS Services available to the parties other than Permitted Users; (ii) use the SaaS Services to permit timesharing, service bureau use or commercially exploit the SaaS Services; (iii) use or access the SaaS Services: (A) in violation of any Applicable Law or Intellectual Property Right; (B) in a manner that threatens the security or functionality of the SaaS Services; or (C) for any purpose or in any manner not expressly permitted in this Agreement; (iv) use the SaaS Services to create, collect, transmit, store, use or process any Customer Data: (A) that Customer does not have the lawful right to create, collect, transmit, store, use or process; (B) that violates any Applicable Laws, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); or (C) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (v) Modify the SaaS Services; (vi) attempt to reverse engineer, de-compile or disassemble the SaaS Services; (vii) access or use the SaaS Services for the purpose of building a similar or competitive product or service; or (viii) perform any vulnerability, penetration or similar testing of the SaaS Services.

7. Additional Obligations: You will, except to the extent due to Float’s breach of the Agreement, assume all risk and liability associated with transactions, including any risk of counterfeit, charged-back or fraudulent transactions; and (ii) have sole responsibility for verifying the accuracy, completeness or authenticity of any data furnished by you or a third party to Float or its partner financial institution.

8. No Online Gambling: Company agrees not to use the SaaS Service in connection with any business of placing, receiving or otherwise knowingly transmitting bets or wagers by any means which involves the use, at least in part, of the Internet, or for any other transaction which is prohibited by Federal Reserve Regulation GG – Unlawful Internet Gambling Enforcement Act of 2006.

9. Suspension of Access; Scheduled Downtime; Modifications: Float may, from time to time and in its discretion without limiting any of its other rights or remedies at law or in equity under this Agreement: (i) suspend your access to or use of the SaaS Services if you breach this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured seven (7) days after Float provides you with written notice of such breach; and (ii) make any Modifications to the SaaS Services provided the SaaS Services are not materially changed.

10. Subcontracting: Float may engage Third Party Service Providers to provide the Services.

2. Ownership; Reservation of Rights

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

3. Privacy and Electronic Communications

1. Customer understands that communications from Float, the Issuer, and Float’s service providers, if applicable, will be treated in accordance with Float’s Electronic Communication Consent Agreement located at https://floatfinancial.com/legal/#float-electronic-communication-disclosure-consent-agreement, Float’s Privacy Policy located at https://floatfinancial.com/legal/#cad-privacy-policy, and Applicable Laws.
2. Customer understands that Personal Information, including the Personal Information of Permitted Users, will be treated in accordance with Float’s Privacy Policy located at https://floatfinancial.com/legal/#cad-privacy-policy and Applicable Laws, including applicable privacy laws.

4. Customer User Account; Responsibility for Permitted Users

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

1. You are responsible for identifying and authenticating all Permitted Users and for ensuring that the Permitted Users’ use of the SaaS Services and the Corporate Spend Program is in compliance with this Agreement. You are responsible for selecting who in your organization should have access to Cards. You agree to establish and maintain controls designed to ensure that all Permitted Users agree to the Card User Terms and Conditions and that Permitted Users only use the Cards for Customer’s business purposes and in compliance with Card Network rules.
2. You will, and you ensure that all Permitted Users will keep the Customer User Accounts and Cards secure and access is only provided to Permitted Users. You will immediately disable Permitted User access to the Services or reduce spending limits where you know or believe your Customer User Account or any Card has been compromised or stolen or may be misused. You will promptly notify Float of any actual or suspected unauthorized use of the SaaS Services or Card Services, and you will follow the notification process set out in the Customer Cardholder Agreement for reporting a lost or stolen or compromised Card.
3. You are ultimately responsible for Losses caused by Permitted Users, or other persons given access to the Corporate Spend Programs, your Customer User Accounts, or Cards. We may suspend access to your Customer User Accounts or Cards if we believe your Customer User Accounts or Cards have been compromised, used for an unauthorized purpose or that not doing so may pose a risk to you, Float, Issuer, or any third parties.
4. If Company and a merchant have a dispute regarding a Charge identified on Company’s Periodic Statement, including delivery of the incorrect goods or services or being charged the wrong amount, Company should first attempt to resolve the dispute with the merchant. If such a dispute is not resolved to Company’s satisfaction or if Company believes the Charge is unauthorized, Company may initiate a Chargeback, if applicable by contacting support@floatfinancial.com.
5. Float Financial Solutions Inc. (“Float”) is a PCI DSS-certified Third-Party Service Provider (“TPSP”). Float is responsible for maintaining compliance with the Payment Card Industry Data Security Standard (“PCI DSS”) and for securing any cardholder data or sensitive authentication data that it stores, processes, or transmits on behalf of its customers, or to the extent Float could impact the security of such data. Although Float does not store, process, or transmit cardholder data directly, we partner with PCI DSS Level 1 certified third-party providers to securely handle such data.

As part of your use of Float’s services, you acknowledge and agree that you are responsible for maintaining your own PCI DSS compliance, as applicable to your business and systems, and for implementing appropriate security controls when accessing or integrating with Float’s platform.

In accordance with PCI DSS Requirement 12.8.4, Float will make its current PCI DSS compliance status available upon request. In accordance with Requirement 12.8.5, responsibilities for PCI DSS compliance are allocated as follows:

• Float’s Responsibilities: Float is responsible for the PCI DSS controls related to the services it provides, including the protection of account data that Float stores, processes, or transmits on your behalf.
• Your Responsibilities: You are responsible for ensuring your systems, processes, and data practices comply with PCI DSS requirements as applicable, including where you collect, store, or transmit cardholder data independently of Float’s services.
• Shared Responsibilities: For services or functionalities where both Float and you play a role in securing cardholder data (such as integrations, data access, or user management), responsibility is shared. Float will maintain the security of its infrastructure and controls, while you are responsible for secure use and configuration of the services.

If you require additional details regarding Float’s PCI DSS compliance or shared responsibility matrix, please contact compliance@floatfinancial.com.

5. Support

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

6. Third Party Content; Websites or Services

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

8. PAD Authorization

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

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

9. Beta Services

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

10. Fees and Payment

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

11. Confidential Information

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

12. Warranty; Disclaimer

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

13. Indemnities

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

14. Limitation of Liabilities

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

15. Term and termination

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

16. General Provisions

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

Float Financial Solutions Inc. (Canadian Corporation)

Notice: Send to Mark Antidormi via both:

Email: legal@floatfinancial.com 

Registered mail to: 1000-119 Spadina Ave Toronto, ON M5V 2K6 Canada

Governing Law: Province of Ontario and the federal laws of Canada applicable therein.

Jurisdiction and Venue: The parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, Canada. They irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein.

Float Financial Solutions US Inc. (US Corporation)

Notice: Send to Mark Antidormi via both: Email: legal@floatfinancial.com, mark@floatfinancial.com 

Registered mail to: 1000-119 Spadina Ave Toronto, ON M5V 2L1 Canada

Governing Law: State of Delaware and the federal laws of the United States of America applicable therein. 

Jurisdiction and Venue: The parties will initiate any lawsuits in connection with this Agreement in Delaware, United States of America.

4. Export Restrictions: Customer agrees not to directly or indirectly export or re-export any of the Services without first obtaining all required licenses, permits and permissions required under Applicable Law. Float makes no representation or warranty that the Services may be exported without Customer first obtaining appropriate licenses or permits under Applicable Law, or that any such license or permit has been, will be, or can be obtained.
5. Construction: Except as otherwise provided in this Agreement, the parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect.
6. Force Majeure: Neither party will be liable for delays caused by any event or circumstances beyond that party’s reasonable control, including acts of God, pandemics, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites (“Force Majeure”). 7. Severability: Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
7. Waiver: A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
8. Independent Contractors: Float’s relationship to Customer is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and neither party will represent to any third party that it has, any authority to act on behalf of the other party.
9. Funds held in Trust: Float maintains all Customer funds received in connection with the Services in a designated trust account at a qualified Canadian financial institution, separate and apart from Float’s own corporate funds. Such funds are held in trust for the benefit of Customers and are not subject to claims by Float’s creditors, except as expressly permitted under this Agreement. This trust account structure is maintained to comply with the requirements of the Retail Payment Activities Act (Canada) and any related guidance issued by the Bank of Canada.
10. Deposit Insurance: Float is not a bank or a member institution of the Canada Deposit Insurance Corporation (CDIC). Float has entered into arrangements with a CDIC-member, The Bank of Nova Scotia, a federally regulated Canadian financial institution (the “Partner Institution”) for the purpose of holding Customer funds in the designated trust account described above. Customer funds maintained in the trust account at the Partner Institution may be eligible for deposit insurance coverage by CDIC, subject at all times to the terms, conditions, categories, and limits established under the Canada Deposit Insurance Corporation Act and related by-laws and policies. CDIC deposit insurance currently provides coverage of up to $100,000 per depositor, per insurance category, at each member institution. The availability and scope of deposit insurance coverage are determined solely by CDIC in accordance with applicable legislation and guidance. Customers are responsible for reviewing the CDIC’s official resources (www.cdic.ca) to determine the extent of deposit insurance protection available in their circumstances.
11. Entire Agreement: This Agreement, including any appendices or attachments hereto, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral, relating to such subject matter. Notwithstanding anything to the contrary herein, any separate agreements specifically governing the Corporate Spend Program shall remain in full force and effect and shall be deemed to supplement, rather than supersede, the terms herein. In the event of any conflict between the terms of this Agreement and those of any such separate agreements governing the Corporate Spend Program, the terms of the corporate spending program agreement will prevail.
12. English Language: Documents for customers in Quebec are defaulted to French. However, if the customer selects English as the preferred language or requests communications in English, all documents and Agreements will be provided in English at the express wish of the parties.

17. Definitions

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

Float Financial Solutions Privacy Policy

Last Updated: April 2025

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

Express Consent 

By visiting our Website, clicking “I Consent” in the onboarding flow, or otherwise using our services, you expressly consent to our collection, use and disclosure of your personal information as described in this privacy policy. This information may include tax identification information (such as a Social Insurance Number, Business Number and Tax Identification Number),  If you do not consent to this privacy policy, please do not use the Website or use any of our services, including a Float Card (as defined below). As noted below, this policy is subject to change from time to time and we recommend that you review the privacy policy each time you visit our Website or use our services to stay informed of our privacy practices.

Children under the Age of 14 

Float services are made available to users that are at least the age of majority in their province of residence. Our Website is not intended for children under 14 years of age. No one under age 14 may provide any information to the Website or receive our services. We do not knowingly collect personal information from children under 14. If you are under 14, do not use or provide any information on this Website. If we learn we have collected or received personal information from a child under 14, we will delete that information. If you believe we might have any information from or about a child under 14, please contact us at the information provided in the “Contact Us” section of this privacy policy.

As a User, you may withdraw your consent by contacting privacy@floatfinancial.com (subject to regulatory requirements). Please be advised that upon withdrawal, your Primary Administrator will receive a notification, and your access to the Float product suites will be terminated.

Collection and use of personal information

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

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

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

Sharing of personal information

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

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

Information collected through automatic data collection technologies

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

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

The Website does not respond to do not track signals.

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

Safeguards and retention

Safeguarding your personal information is very important to us. We have implemented reasonable administrative, technical and physical measures in an effort to safeguard the personal information in our custody and control against theft, loss and unauthorized access, use, modification and disclosure.   We restrict access to personal information on a need-to-know basis to employees and authorized service providers who require access to fulfill their job requirements. While we make our best efforts to protect this information, data breaches, though unlikely, may still occur. 

We have record retention processes designed to retain personal information for no longer than necessary for the purposes set out herein or as otherwise required to meet legal or business requirements.  Our record retention processes include destroying information once retention is no longer required or prescribed by law by deleting it from the cloud or destroying physical information. This retention process does not apply to personal information that has been aggregated or anonymized such that it does not identify you personally.

Choices About How We Use and Disclose Your Information

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

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

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

Access to information

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

Updates to this privacy policy

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

Contact us

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

Mark Antidormi
+1 (833) 944-3175
privacy@floatfinancial.com

Float Visa* Prepaid Card Cardholder Agreement

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

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

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

Card Issuer: Cards are issued by Peoples Trust Company under license by Visa International Incorporated.  

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

Key Card features and restrictions: 

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

Limits
Max spend per transaction:	CAD $750,000
Max spend per day:	CAD $750,000
Max spend per month:	CAD $3,000,000

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

Card expiry and access to funds: The Card has an expiry date printed on the front. Your right to use the as made available to you does not expire. Funds in your Business Account will be made available to you for loading onto Cards.  

Funds made accessible through the Card are held at The Bank of Nova Scotia, a member of the Canada Deposit Insurance Corporation (CDIC), and are eligible for deposit insurance, subject to CDIC’s coverage limits and requirements.

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

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

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

DETAILED TERMS AND CONDITIONS:

Definitions

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

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

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

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

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

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

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

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

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

A pre-authorization will place a hold on an amount of your available Card funds until the merchant sends us the final payment amount of your purchase. Once the final payment amount is received, the pre-authorization amount on hold in excess of that final payment amount will be released. The time it takes for a pre-authorization hold to be removed may vary depending on the merchant.

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

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

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

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

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

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

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

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

Notwithstanding anything to the contrary herein, any funds held in your Business Account will be separately provided to us by Float. You do not receive, and will not claim, any ownership or other proprietary interest in such funds. You will not have the ability to transfer additional funds to or withdraw funds from your Business Account.

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

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

Protection Against Unauthorized Use: If a Card is lost, stolen or subject to unauthorized use, you must notify us immediately and provide us with the Card number and answer an identifying question. If you lose or misdirect the Card, someone might be able to use the Balance on the Card.  We will refund the Transaction Amount of all transactions for which you are covered under the Visa Zero Liability Policy.  We will have a customer service representative or automated voice response service available seven (7) days a week, twenty-four (24) hours a day that will allow immediate cancellation of the Card upon your request.  

With the Visa Zero Liability Policy, you will not be liable for any unauthorized use of the Card on any transactions processed by Visa. In any case, you must notify us at 1-844-967-2500 IMMEDIATELY of any unauthorized use. For the Visa Zero Liability Policy to apply, you must establish, to our and Float’s satisfaction that you are not in any way whatsoever, fully or partially, responsible for the disputed transaction, including, without any limitation, that you notified us immediately following any loss, theft or unauthorized use, and that the unauthorized use does not result in any way from your breach of this Agreement or of the Float Terms. Verification of a Visa Zero Liability Policy claim can take up to one hundred and twenty (120) days once all the paperwork has been received and confirmed by us, and may require a police investigation. 

As a condition to any reimbursements made or to be made, if you are entitled to receive one, and to the extent permitted by Applicable Law, you agree to cooperate and assist with any attempts by us to investigate and recover from unauthorized users and to assist in the prosecution of recovery claims. 

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

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

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

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

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

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

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

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

We will rely on you to ensure that your Cardholder Information is accurate, complete and up to date. You will promptly inform us (by contacting customer service via the Website, by emailing support@floatfinancial.com, or by calling 1-833-944-3175) of any changes to your Cardholder Information or if you discover any errors in your Cardholder Information. We may use your Cardholder Information (including your telephone and mobile phone numbers and your email addresses) contact you, including by regular and electronic mail, telephone call (including by pre-recorded or artificial voice messages and automatic telephone dialing systems) and instant messaging, regarding your Card and related matters, regardless of whether you incur any long distance or usage charges as a result.

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

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

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

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

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

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

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

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

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

Financial Consumer Agency of Canada

427 Laurier Avenue West, 6th Floor

Ottawa, ON, K1R 1B9

Telephone: 1-866-461-3222

www.fcac-acfc.gc.ca

Our complaints policy is available online at: http://www.peoplestrust.com/en/about-us/resolving-your-concerns/

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

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

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

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

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

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

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

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

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

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

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

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

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

Contact Information: If you have questions regarding a Card, or need to report a lost or stolen Card, you may contact us via the Website, by emailing support@floatfinancial.com, or by calling 1-833-944-3175.

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

 Dated: September 3rd, 2025

Float Visa* Prepaid Card- Card User Terms and Conditions

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

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

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

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

Cardholder:

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

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

Key Card features and restrictions: 

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

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

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

Funds made accessible on the Card are held at a CDIC member institution, The Bank of Nova Scotia and are eligible for deposit insurance, subject to maximum coverage limitations and applicable conditions. For more information, visit www.cdic.ca

As a Card User of the Float Card, you are only permitted to use the Card as allowed by Business Cardholder and in accordance with the Cardholder Agreement between Business Cardholder and us.  You may be required to fulfill some of the obligations of the Cardholder, including those stipulated in these Terms and pursuant to your agreements with Business Cardholder.

Lost or stolen Card: You must take all reasonable steps to protect the Card against loss, theft, or unauthorized use. If the Card is lost or stolen or misused, you must contact us via the Website, by emailing support@floatcard.com, or by phone at 1-833-944-3175. Business Cardholder is responsible and liable to us for all Card transactions that are completed before we are notified that such an event has occurred and also if Business Cardholder approves transactions on any such Card.  You may be liable to Business Cardholder for some or all such transactions.  Your liability to Business Cardholder is subject to the terms of your agreements with Business Cardholder.

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

ADDITIONAL TERM DETAILS

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

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

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

‘Applicable Law’ means any statute, regulation or operating rule of any Governmental Authority or any other regulatory authority that applies to you or us, or which governs our relationship, or any bylaw, operating rule or regulation of Visa.

‘Balance’ means an amount of funds that are made available to the Card, if any. 

‘Business Administrator’ means any designated person authorized by Business Cardholder to administer the Business Account and associated Card Account(s), including without limitation designating Card Users, funding Card Accounts, and setting Card Account limitations. 

‘Business Cardholder’ means the entity that has qualified for and established a Business Account and one or more Card Account(s) with us, who is permitted to provide the Card to you for use in your capacity as a “Card User” in the manner contemplated in these Terms.

‘Card’ means the Float Prepaid Visa* Card (which can be a virtual or physical card) issued by us to Business Cardholder that Business Cardholder permits you to use.

‘Card User’ means, under the Cardholder Agreement, an individual who has possession of a Card that has not been reported to us as lost, stolen or compromised, or who is otherwise authorized by the Business Cardholder to use a Card, and includes you if you are provided with a Card by or at the direction of Business Cardholder.

‘Float’ refers to Float Financial Solutions, Inc., an Ontario corporation that provides corporate expenses management services to Business Cardholder, and its successors, affiliates or assignees. 

‘Float Card Program’ or ‘Program’ means the program through which we issue one or more Cards to the Business Cardholder for use by you, Business Cardholder, or Business Administrators to assist the Business Cardholder in managing corporate expenses. 

‘Float Terms’ mean any agreement(s) between Float and any Business Cardholder or Card User that govern the provision of Float services. 

‘Governmental Authority’ means any Canadian federal, provincial, territorial, regional, municipal or local governmental authority, quasi-governmental authority (including the Office of the Superintendent of Financial Institutions), government organization, commission, board, professional agency, tribunal, organization, or any regulatory, administrative or other agency, or any political or other subdivision, department, or branch of any of the foregoing, in each case to the extent it has jurisdiction over Peoples Trust or any Person, property, transaction, activity, event or other matter related to these Terms. The above definition is deemed to include any interim or permanent transferee or successor of a Government Authority’s underlying mandate, function or activity.

‘Peoples Trust’ mean Peoples Trust Company, the issuer of the Card, or any of its Affiliates or their respective successors or assigns. 

‘Person’ means an association, a corporation, an individual, a partnership, a trust, an unincorporated organization or any other entity or organization.

‘Terms’ means these terms and conditions applicable to Card User’s use of the Card.

‘Visa’ means Visa International Incorporated, and its successors and assigns.

‘We’, ‘us’, or ‘our’ all mean Peoples Trust, Peoples Trust’s service providers and third parties required to fulfill and manage the Card.

‘Website’ means floatcard.com.

‘You’, ‘your’, or ‘yours’ mean you in your capacity as a Card User.

1. About the Card

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

2. Using the Card

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

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

If you receive a physical Card, you must sign the back of the physical Card delivered to you in the indicated signature area immediately upon receipt. You are required to activate the physical Card before you use it as described below in “Activating a Card.” Virtual cards must be linked to your physical card, used online or over the phone, or added to a mobile wallet for use

The Card may not be used for any illegal purpose, including transactions for goods or services prohibited by Applicable Law. We may, at our sole discretion, deny any transaction, for any reason. We are not obligated to disclose those reasons to you.

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

3. Activating a Card

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

4. Cancellation of the Card

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

5. Transactions Made in Foreign Currencies

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

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

6. Lost or Stolen Card and Unauthorized Use

You must take reasonable steps to protect the Card against loss, theft or unauthorized use. If the Card is lost, stolen or subject to unauthorized use, you must contact us immediately via the Website, by emailing support@floatcard.com, or by calling 1-833-944-3175.  Business Cardholder is responsible and liable to us for all Card transactions that are completed before we are notified that such an event has occurred and also if Business Cardholder approves transactions on any such Card.  You may be liable to Business Cardholder for some or all such transactions. Your liability to Business Cardholder is subject to the terms of your agreements with Business Cardholder. 

With the Visa Zero Liability Policy, neither you nor Business Cardholder will be liable for any unauthorized use of the Card on any transactions processed by Visa. In any case, you must notify us at 1-833-944-3175 IMMEDIATELY of any unauthorized use. For the Visa Zero Liability Policy to apply, you must establish, to our and Float’s satisfaction that you are not in any way whatsoever, fully or partially, responsible for the disputed transaction, including, without any limitation, that you notified us immediately following any loss, theft or unauthorized use, and that the unauthorized use does not result in any way from your breach of these Terms or of the Float Terms. Verification of a Visa Zero Liability Policy claim can take up to one hundred and twenty (120) days once all the paperwork has been received and confirmed by us, and may require a police investigation.

You agree to cooperate and assist with any attempts by us or by Business Cardholder to recover any loss suffered from unauthorized users and to assist in their prosecution. You acknowledge that you understand that if you do not comply with these Terms, other persons may be able to obtain information about you or the Card.

7. Complaints

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

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

If you wish to dispute any transaction or entry made with the Card, you must contact us immediately via the Website, by emailing support@floatcard.com, or by calling 1-833-944-3175. 

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

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

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

8. Notice of Data Protection and Privacy Policy

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

Collecting Your Personal Information: We may collect information about you (e.g. your name, address, telephone number and date of birth) when you activate a Card and, if a Card is used by you, we and our service providers will collect information about you and your use of the Card and related services, including information about Card transactions you initiate (e.g. the date, amount and place of each transaction) (all collectively “Card User Information”). 

From the date of these Terms throughout their term, we will collect your Card User Information directly from you and from other sources, including third party providers of identity verification, demographic and fraud prevention services and/or personal information agents.

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

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

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

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

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

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

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

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

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

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

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

9. Amendments these Terms

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

10. No Warranty of Availability or Uninterrupted Use

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

11. Disclaimer of Warranties and Limitation of Liability

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

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

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

12. Website and Availability

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

13. Arbitration of Disputes

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

14. Entire Agreement

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

15. Section Headings

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

16. Governing Law

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

17. Severability

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

18. English Language  

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

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

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

Effective date:  September 3rd, 2025

Float Financial Solutions US Privacy Policy

Last Updated: September 22, 2025

Introduction

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

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

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

Table of Contents

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

Collection and use of Personal Information

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

Information required to provide the Services: In order to provide the Services to our customers, we collect, process, and disclose:

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

Information collected through automatic data collection technologies

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

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

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

The Website does not respond to do-not-track signals.

How we Use the Information we Collect

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

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

How we Share your Personal Information

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

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

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

Other Important Information About Your Personal Information, Safeguards and Retention

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

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

Your Choices About Your Personal Information

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

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

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

Access to Information

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

Additional Disclosures

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

Children under the Age of 13

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

Contact Us

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

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

THREAD CARDHOLDER AGREEMENT

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

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

A. INTRODUCTION

Float Financial Solutions US Inc. (“Float” or “Platform”) is providing this Agreement to Cardholder (“Cardholder,” “you,” and “your”) on behalf of Thread Bank (“Bank,” “we,” “us,” and “our,” including our successors, affiliates, and assignees), a member of the Federal Deposit Insurance Corporation (“FDIC”).

The Agreement is an agreement between you and us governing the use of your Card and Account (as defined below) issued by us. We are the provider of the Card and Account. The words “you” and “your” refer to the legal entity whose Authorized Representative agrees to be bound by this Agreement.

Access to your Account and the services under this Agreement are available only through Platform’s website and/or phone application (collectively, the “Platform App”). Platform is responsible for making the Platform App available to you. You should review your agreement with Platform for a complete list of services available. For a list of the services enabled and made available to you by the Platform, please visit the Platform App.

Access to your Account and the services offered under this Agreement shall be accessed through the Platform App unless we notify you otherwise. YOU UNDERSTAND THAT BY OPENING AN ACCOUNT THROUGH THE PLATFORM APP, YOU AUTHORIZE BANK TO ACCEPT ALL INSTRUCTIONS PROVIDED TO BANK BY PLATFORM ON YOUR BEHALF.

Before opening an Account, in order to comply with federal laws and to manage your account (as defined below), you are required to provide us your business entity name, valid U.S. principal and local address (if different), date of establishment, employer identification number, valid email address, your phone number(s), and other information that we request in our sole discretion that will help us to identify you.

You must provide the information we request in this regard, which may include organization documents for your business (such as copies of your articles of incorporation and copies of the bylaws or operating agreement), a certificate of good standing, and business resolutions, as well as a certification regarding beneficial owners and control persons of your business. Those individuals may be required to provide additional information or identifying documents that we request, such as Social Security Number (SSN) or other government-issued identification number, date of birth, driver’s license, passport, or other identifying documents.

You must tell us when this information changes. We may ask you for additional documents to verify any changes. We may restrict or close your Account if we cannot verify your information, or if you do not provide it as requested. The account cannot be owned or titled jointly. You are responsible for use of the Account by others as set forth in this Agreement.

B. DEFINITIONS

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

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

C. USING YOUR ACCOUNT

Permitted Use

You agree to use your Account in accordance with this Cardmember Agreement and applicable law. You agree to use your Account for lawful transactions only. You must not use, or try to use, the Account for any illegal activity. You may use your Account only for business or commercial purposes, and not for any personal, family, or household purposes.

Your Card can be used to buy or lease goods or services wherever the Card is honored. You may be able to establish recurring periodic billing arrangements with merchants. It is your responsibility to ensure such merchants are provided with current Card information.

If your Account information changes, such as a change in Card number or Card expiration date, you consent to our providing such new Card information, in our discretion, to any or all such merchants, but we are not obligated to do so.

If your Account is closed or your Account or Card privileges are suspended or terminated, you understand that you may need to contact the applicable merchant(s) to ensure that automatic payments stop.

Each Cardholder must sign the Card when it is received, and you must return the Card to us or destroy it if we ask you to. “Cardholder” means you or a natural person, including your employee, to whom we issue a Card under this Agreement.

You may not use your Card Account for balance transfers.

Credit Authorizations

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

Purchases

You may use your Account to make Purchases by presenting your Card or providing your Card number and additional information (for example, in online or telephone transactions) to participating merchants and establishments that honor the Card.

We will not be liable to you (or anyone else) if any ATM, merchant or other person cannot or will not process a Purchase transaction permitted under this Agreement. Unless prohibited by applicable law, we may from time to time limit the type, number and dollar amount of any transaction, even if you have sufficient available credit to complete the transaction, and may terminate or suspend your use of the Card or the Account, with or without notice to you before or at the time we take such action.

Promise to Pay

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

Revocation of Contingent Agreements

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

Card Activation

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

Expiration Date

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

Virtual Card

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

Transactions Made in Foreign Currencies

If you make a purchase in a currency other than dollars, the amount of the charge to your Card Account will be converted by Mastercard International Incorporated into dollars. The conversion rate will be either a rate selected by Mastercard International Incorporated from the range of rates available in wholesale currency markets, or a government-mandated rate, where applicable.

Card Not Present Transactions

If you use the 16-digit Card number without presenting the Card in person (such as for a mail order, telephone, or internet purchase), the legal effect will be the same as if you had physically presented the Card itself. For security reasons, we may limit the amount or number of such transactions.

Processing Errors

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

Card on File

If you keep your Card on file with a merchant or payee with authorization to bill that Card for recurring payments, or to make future purchases or payments, you may need to notify each merchant of your updated Card information.

Receipts

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

Digital Wallets

You can add your Card to a digital wallet by following the instructions of the digital wallet provider. The digital wallet may not be accepted everywhere. We may terminate or suspend your ability to use the Card in a digital wallet at any time.

You are solely responsible for maintaining the security of your digital wallet credentials. If you share these credentials with another person, you expressly authorize that person to access your Card Account and initiate charges.

We are not a provider of digital wallet services and are not responsible for their performance. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF A DIGITAL WALLET SERVICE IS AT YOUR SOLE RISK.

D. AVAILABLE CREDIT ON YOUR CARD

• Available Credit: The amount of credit available equals the “available balance” in an external Float Visa Prepaid Card, less your Card Account Balance.
  
• Account Balance: Purchases decrease your available credit. It reflects authorized but not always settled transactions.
  
• Deposit Account Holds: When you transact, funds are held on the Float Visa Prepaid Card by Float.
  
• Posting Available Credit: You can view available credit in the Platform App.

E. MAKING PAYMENTS

• Minimum Payment Due: You must pay the full Account balance on the periodic statement each month in U.S. Dollars. You may pay more frequently without penalty.
  
• Payment Instructions: Payments may only be made electronically using a U.S. bank account or debit card. Cash, checks, and money orders are not accepted.

F. DEFAULT AND REMEDIES

Events of Default

You may be declared in default if, among other things:

• You fail to pay the Account balance when due.
  
• A payment is returned or rejected.
  
• You enter bankruptcy or insolvency.
  
• You provide false or misleading information.
  
• You revoke consent to electronic communications.
  
• You fail to comply with this Agreement.
  

Consequences of Default

If default occurs, we may:

• Suspend or close your Account.
  
• Reduce available credit.
  
• Demand immediate payment.
  
• File a lawsuit (with costs and attorney’s fees, unless prohibited by law).
  

G. LIABILITY; AUTHORIZED AND UNAUTHORIZED USE

• Unauthorized Use: Your liability is limited to $50 or the amount obtained before you notify us. Mastercard Zero Liability may apply.
  
• Authorized Use: You are responsible for all authorized use until you notify us of revocation.
  
• Card Access: You are solely responsible for protecting your Card and Account information.
  
• Merchant Goods and Services: We are not responsible for merchant goods or services.
  
• Disclaimer of Warranty: Except as required by law, we make no warranties.

H. OTHER IMPORTANT INFORMATION

• Collection Costs: You may be charged attorneys’ fees and costs if collection is necessary.
  
• Automatic Updates with Third Parties: We may update your Card info with merchants/wallet providers at our discretion.
  
• Cancellation: Either party may cancel the Account.
  
• Governing Law: Federal law and Tennessee law apply.
  
• Severability: If one part is invalid, the rest remains effective.
  
• Assignment: We may transfer your Account. You may not without consent.

BANKING SERVICES AND FDIC INSURANCE

Float Financial Solutions Inc. (“Float”) is a financial technology company and is not an FDIC-insured bank. Banking services are provided by Thread Bank, Member FDIC. FDIC deposit insurance covers the failure of an insured bank. Certain conditions must be satisfied for pass-through deposit insurance coverage to apply. Your deposits qualify for up to $3,000,000 in FDIC insurance coverage when placed at program banks in the Thread Bank deposit sweep program. Deposits at each program bank are 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.

• Program terms: https://thread.bank/sweep-disclosure/
• Program banks: https://thread.bank/program-banks/
• Contact: customerservice@thread.bank

The Float Mastercard® charge card is issued by Thread Bank, Member FDIC, pursuant to a license from Mastercard U.S.A. Inc., and may be used anywhere Mastercard cards are accepted.

ARBITRATION

This Arbitration Agreement is part of your Cardholder Agreement.

• Agreement to Arbitrate: Any claim related to this Agreement, your Account, or services shall be resolved by binding individual arbitration conducted by the American Arbitration Association (“AAA”).
  
• No Court or Jury Trial: You waive the right to court proceedings, jury trials, or class actions.
  
• Location & Governing Law: Arbitration will occur in Tennessee under the Federal Arbitration Act.
  
• Finality: The arbitrator’s decision is binding and enforceable.
  
• Costs: Arbitrator fees shared; in some cases, we may reimburse or pay your costs.
  

If you do not agree to arbitration, you must notify Platform within 60 days of entering this Agreement.

Please contact us at:
+1 (833) 944-3175
legal@floatcard.com

Last Updated: September 22, 2025

Float Scale User Terms

Last updated: Mar 06, 2024

1. INTRODUCTION

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

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

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

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

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

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

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

2. TERM

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

3. SCALE ACTIVITIES

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

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

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

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

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

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

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

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

4. CUSTOMER UNDERTAKINGS

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

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

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

5. PLATFORM PROVIDER FEES

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

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

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

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

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

6. REPRESENTATIONS AND WARRANTIES

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

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

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

7. SHARING OF DATA

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

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

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

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

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

7.2.4.enable us to comply with the Customer Agreements.

8. CONFIDENTIAL INFORMATION

8.1. Each Party shall:

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

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

8.2. Clause 8.1 does not apply to information:

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

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

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

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

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

8.3. Clause 8.1 shall allow for permitted disclosures:

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

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

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

9. DISPUTES WITH PLATFORM PROVIDER AND RELATED LIABILITY

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

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

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

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

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

9.3.2.your compliance with Applicable Law.

10. INDEMNITY

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

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

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

10.3. your breach of Applicable Law;

10.4. your breach of these Scale User Terms;

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

10.5.1. Airwallex’s breach of Applicable Law; or

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

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

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

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

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

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

11. LIMITATION OF LIABILITY

11.1. Neither Party limits or excludes its liability for:

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

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

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

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

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

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

12. TERMINATION AND SUSPENSION

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

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

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

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

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

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

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

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

ANNEX 1

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

*unless specifically agreed otherwise between Parties

“These Terms apply until February 8, 2026. Any subsequent terms will constitute a new agreement and not an amendment to these Terms.”

Float Mobile Messaging Terms of Service

Program Description

Float SMS Marketing uses mobile messaging to keep you informed about product updates, feature announcements, account activity, and exclusive offers. You may receive marketing or transactional text messages depending on your opt-in preferences. By opting in to receive text messages from Float, you consent to receive both marketing and transactional messages.

• Transactional messages include important information related to your account activity, product updates, and service announcements and do not require additional consent.
• Marketing messages include promotional offers, advertisements, and other communications intended to promote our products or services and will only be sent if you have provided express consent for marketing communications.

You can manage your preferences or revoke your marketing consent at any time by following the opt-out instructions below.

Message Frequency

Message frequency may vary depending on your interaction with Float and your selected preferences. 

Cost

Message and data rates may apply. Charges are determined by your mobile service provider.

Opt-Out Instructions

You can cancel the SMS service at any time. Just text STOP to our number. Upon sending STOP, we will confirm your unsubscribe status via SMS. 

Help Instructions

For support or more information, text HELP to our number or contact us at:

• Email: support@floatcard.com
  
• Phone: 1 (833) 944-3175
  

Carrier Disclaimer

Float uses third-party mobile carriers to deliver SMS messages. While we strive to send your messages promptly and reliably, carriers are not liable for any delayed or undelivered messages. Please note that message delivery depends on carrier networks and is outside of our direct control. Regardless, we remain committed to promptly honouring your opt-out requests and maintaining compliance with all applicable laws and regulations.

We value your privacy. For full details on how we collect, use, and protect your information related to SMS communications—including data collection methods, purposes, security safeguards, and your rights—please see our Privacy Policy.

Float’s Bases Loaded Bonus Terms & Conditions

Promotion Overview:

The “Bases Loaded Bonus”: (the “Promotion”) offers eligible new Float customers a one-time sign-up bonus based on the number of games won by the Toronto Blue Jays in the 2025 World Series (the “Series”).

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1. Eligibility and Timing

• The Promotion is open only to new Float business entities that submit a completed sign-up application using the referral code GOJAYS between the official start of the World Series and 8:00 p.m. ET on the final game day of the Series (“Promotion Period”).
  
• Applications submitted after 8:00 p.m. ET on the final game day of the Series will not be eligible.
  
• To qualify, businesses must:
  
  1. Load a minimum of $10,000 CAD into their Float account by 11:59 p.m. ET on November 30, 2025,
     
  2. Maintain at least $10,000 CAD in their Float account balance until November 30, 2025, and
     
  3. Complete at least one eligible transaction using Float by November 30, 2025.
     
• Existing Float customers, prior applicants, and employees of Float Financial Solutions, Inc. or its affiliates are not eligible.
  
• Limit of one (1) reward per business entity or contact.
  

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2. Bonus Amounts

The sign-up bonus amount will be determined by the number of games the Toronto Blue Jays win in the 2025 World Series, as outlined below:

Blue Jays Wins in the 2025 World Series	Bonus Amount (CAD)
1 Win	$50
2 Wins	$100
3 Wins	$250
4 Wins (World Series Champions)	$1,000

The corresponding bonus will be automatically applied to all eligible participants once the World Series concludes.

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3. Bonus Distribution

• The applicable sign-up bonus will be deposited directly into each qualifying Float account by December 31, 2025, after all eligibility conditions have been met and the final outcome of the World Series has been confirmed.
  
• Funds loaded into your Float account as part of this Promotion must remain in your account until November 30, 2025. Early withdrawal or reduction of funds below $10,000 CAD prior to that date may result in forfeiture of the reward.
  

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4. General Terms

• This Promotion cannot be combined with any other temporary offers, referral codes, or trial programs from Float, including bonus cashback offers.
  
• However, participants may still receive permanent Float rewards such as Float Yield interest and standard cashback on eligible spending.
  
• Float Financial Solutions, Inc. reserves the right to amend, suspend, or terminate this Promotion at any time without notice.
  
• Standard Float usage terms and account requirements apply.
  

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5. Legal Disclaimer

This Promotion is in no way sponsored, endorsed, administered by, or associated with the Toronto Blue Jays, Major League Baseball, or any of their affiliates or subsidiaries. All trademarks, logos, and team names are the property of their respective owners and are used for descriptive purposes only.

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6. Additional Conditions

Float Financial Solutions, Inc. reserves the right to determine eligibility at its sole discretion, to disqualify participants who do not meet the conditions above, and to interpret these Terms & Conditions in its sole discretion. All decisions by Float are final and binding.

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Effective Date: October 24, 2025

Promotion End Date: 8:00 p.m. ET on the final game day of the 2025 World Series

Bonus Qualification Deadline: November 30, 2025, at 11:59 p.m. ET

Bonus Distribution Date: By December 31, 2025

Jays Offer – Marketing Terms & Conditions:

“Float’s Bases Loaded Bonus”: Sign up using code GOJAYS before 8:00 p.m. ET on the final game day of the 2025 World Series to qualify for a bonus of $50–$1,000 CAD, based on the number of Blue Jays wins in the Series. New customers must load at least $10,000 CAD and complete one transaction by November 30, 2025, to be eligible. Bonus will be deposited by December 31, 2025. Limit one reward per business. Existing customers and employees of Float Financial Solutions, Inc. are not eligible. Promotion is not sponsored, endorsed, or administered by the Toronto Blue Jays or Major League Baseball. Terms apply.

Jays Offer – Simplified Terms & Conditions: (Optional if we want to use this version)

Sign up for Float using code GOJAYS between the start of the 2025 World Series and 8:00 p.m. ET on the final game day to qualify for a sign-up bonus based on the Blue Jays’ performance. Eligible new customers will receive:

• $50 if the Blue Jays win 1 game
• $100 if the Blue Jays win 2 games
• $250 if the Blue Jays win 3 games
• $1,000 if the Blue Jays win the World Series (4 wins)

To qualify, new Float customers must load a minimum of $10,000 CAD into their account and complete at least one transaction by November 30, 2025. The applicable bonus will be deposited directly into qualifying Float accounts by December 31, 2025.

Offer available to new customers only. Existing customers, prior applicants, and employees of Float Financial Solutions, Inc. or its affiliates are not eligible. Limit one reward per business.

This promotion is not sponsored, endorsed, or administered by the Toronto Blue Jays, Major League Baseball, or their affiliates. Terms subject to change without notice.

Float Payments

TERMS AND SERVICE SCHEDULES

FUNDS TRANSFER SERVICES (Delivered through JPMorgan Chase Bank, Thread Bank, and Currencycloud)

Last Updated (Master Terms): January 9, 2026

These Float Unified Payments Experience Terms (the “Master Terms”) govern your access to and use of Float Financial Solutions Inc.’s (“Float,” “we,” “us,” “our”) unified payments functionality made available through the Float platform (the “Unified Payments Experience”).

The Unified Payments Experience enables eligible business customers to initiate different types of payments through a single product experience, using multiple regulated payment partners and payment rails.

These Master Terms form part of a binding agreement between Float and the business entity using the Unified Payments Experience (“you,” “Customer”). The Unified Payments Experience is available solely for business purposes and not for personal, family, or household use.

By using any payment service within the Unified Payments Experience, you agree to be bound by:

• these Master Terms, and
• the applicable Service Schedule(s) set out below.

1. STRUCTURE OF THESE TERMS 

The Unified Payments Experience is governed by:

• Master Terms, which apply generally across all payment services; and
• Service Schedules, which contain the full, service-specific terms applicable to each payment type.

The Unified Payments Experience includes multiple payment services, each governed by its own standalone Service Schedule, as follows:

• CAD Domestic Transfers (EFT) are governed by Schedule A – Float CAD Transfers (EFT) Terms, which apply to Canadian-dollar domestic electronic funds transfers provided by Float through JPMorgan Chase Bank, N.A., Toronto Branch and/or its affiliates, and other Canadian clearing and settlement intermediaries.
  
• USD ACH Transfers are governed by Schedule B – Commercial Deposit Account and ACH Terms (Thread Bank), which apply to U.S. dollar Automated Clearing House (ACH) transfers provided through Thread Bank, with supporting program management and technology services.
  
• International Payments and Wires are governed by Schedule C – Float International Payments Terms (Currencycloud), which apply to cross-border and international payments provided through Currencycloud Ltd. and related correspondent banking networks.

2. ORDER OF PRECEDENCE 

If there is any conflict or inconsistency between:

• these Master Terms, and
• a Service Schedule,

The Service Schedule governs solely with respect to the applicable payment service.

Each Service Schedule is independent. Updates to one Service Schedule do not amend or affect:

• any other Service Schedule, or
• these Master Terms.

3. RELATIONSHIP STRUCTURE

Your contractual relationship for the Unified Payments Experience is with Float Financial Solutions inc. (Float), except where a Service Schedule expressly provides that you also maintain an account or contractual relationship with a third-party service provider.

Float provides access to the Unified Payments Experience and transmits your payment instructions to the applicable payment partners. Each payment partner operates under its own regulatory obligations, network rules, and internal compliance requirements.

Except where required by applicable law, Float does not act as a fiduciary, escrow agent, trustee, or financial advisor in connection with the Unified Payments Experience.

4. AUTHORIZATION & PAYMENT INSTRUCTION

By submitting a payment request through the Float platform, you authorize Float to:

• receive and transmit your payment instructions and related information to the applicable service providers, banks, payment networks, and intermediaries; and
• take actions reasonably necessary to process, screen, settle, return, reverse, investigate, or report transactions, as required by applicable law, payment network rules, or risk and compliance controls.

5. ACCURACY OF INFORMATION

You are solely responsible for ensuring that all payment information you provide is accurate, complete, and valid, including recipient details, routing information, account numbers, amounts, and references.

Float is not responsible for losses, delays, rejected payments, or misdirected transactions resulting from inaccurate or incomplete information provided by you or your authorized users.

6. BEST-EFFORTS EXECUTION

All payments are processed on a best-efforts basis only. Processing times are estimates and are not guaranteed. Payments may be delayed, rejected, blocked, returned, reversed, or otherwise not completed due to legal, regulatory, operational, compliance, fraud, security, or network-related reasons, or due to actions or omissions of third-party institutions.

7. COMPLIANCE, SCREENING & MONITORING 

Float performs its own know-your-business (KYB), know-your-customer (KYC), and transaction monitoring activities in accordance with applicable law.

Float’s payment partners may conduct their own independent screening and monitoring, and may delay, block, reject, freeze, return reverse, or report transactions, or request additional information, to meet their legal and regulatory obligations.

8. DATA SHARING AND CROSS-BORDER PROCESSING

To provide the Unified Payments Experience, Float may collect, use, and share business, customer, transaction, and compliance information with payment partners and service providers.

Some processing or storage of information may occur outside Canada, including in the United States or other jurisdictions, depending on the applicable payment rail. Float uses contractual and organizational safeguards designed to support compliance with applicable privacy laws.

9. SUSPENSION & AVAILABILITY

Float may suspend, limit, or terminate access to the Unified Payments Experience, in whole or in part, where reasonably necessary to comply with applicable law, sanctions requirements, payment network rules, fraud prevention controls, or risk-management obligations.

Payment partners may also take such actions independently under their own rules and obligations.

10. QUESTIONS & SUPPORT

For questions regarding the Unified Payments Experience, contact Float Support at support@floatfinancial.com.

SCHEDULE A

FLOAT CAD TRANSFERS (EFT) TERMS

(J.P. Morgan)

Last Updated: January 9, 2026

TABLE OF CONTENTS

1. THE CAD TRANSFERS SERVICE
2. RELATIONSHIP STRUCTURE
3. PAYMENT INSTRUCTIONS AND EXECUTION
4. FUNDING MODEL
5. COMPLIANCE, SCREENING, AND MONITORING
6. DATA SHARING AND PRIVACY
7. RETURNS, RECALLS, AND DISPUTES
8. SECURITY
9. SUSPENSION AND AVAILABILITY
10. GOVERNING LAW
11. QUESTIONS AND SUPPORT

These Float CAD Transfers (EFT) Terms (the “Terms”) govern your access to and use of Float Financial Solutions Inc.’s (“Float,” “we,” “us,” or “our”) Canadian domestic electronic funds transfer services (the “CAD Transfers Service”).

These Terms form a standalone agreement between Float and the business entity using the CAD Transfers Service (“you” or “Customer”). The CAD Transfers Service is available only to businesses established in Canada and may be used solely for business purposes.

By using the CAD Transfers Service, you agree to be bound by these Terms.

1. THE CAD TRANSFERS SERVICE

1.1 Service Description

The CAD Transfers Service enables you to initiate Canadian-dollar electronic funds transfers within Canada (including, where available, Payments Canada electronic funds transfers “EFTs”) to third-party recipients, including vendors, employees, or other counterparties, based on payment instructions you submit through Float.

1.2 Service Providers

Float provides the CAD Transfers Service through one or more third-party financial institutions and service providers, including JPMorgan Chase Bank, N.A., Toronto Branch and/or its affiliates (“J.P. Morgan”), and other intermediaries that participate in Canadian clearing and settlement systems.

Certain components of the CAD Transfers Service, including transaction processing, screening, settlement, fraud controls, and related operational functions, are performed by J.P. Morgan and other intermediaries under their own regulatory obligations, network rules, and internal policies.

2. RELATIONSHIP STRUCTURE

2.1 Your Relationship with Float

Your contractual relationship for the CAD Transfers Service is with Float. Float is responsible for providing access to the CAD Transfers Service, receiving and transmitting your payment instructions, and providing customer support and service communications.

2.2 Other Float Accounts and Agreements

Your use of other Float products, services, or accounts, and any funds you hold with or through Float in connection with those other products or services, may be governed by separate agreements with Float and/or third-party partners (including, where applicable, agreements relating to non-CAD payment services).

These Terms apply only to the CAD Transfers Service and do not govern, amend, or replace any other Float products, services, or agreements unless expressly stated.

2.3 No Fiduciary Relationship

Except where funds are required by applicable law to be safeguarded or held in trust prior to execution, Float does not act as a fiduciary, escrow agent, trustee, or financial advisor in connection with the CAD Transfers Service.

3. PAYMENT INSTRUCTIONS AND EXECUTION

3.1 Authorization

By submitting a payment request through Float, you authorize Float to transmit your payment instructions and related transaction information to J.P. Morgan, Payments Canada participants, and other intermediaries as necessary to process the transaction.

You further authorize Float and its service providers to take actions reasonably necessary to process, screen, settle, return, or investigate transactions, including actions required by payment network rules, clearing system rules, or applicable law.

3.2 Accuracy of Information

You are solely responsible for ensuring that all payment information is accurate and complete, including the recipient name, account details, transit/institution numbers (or other routing information), amounts, references, and any other information required to execute the payment.

Neither Float nor J.P. Morgan is responsible for delays, losses, rejected payments, misdirected payments, or failed transactions resulting from inaccurate, incomplete, or inconsistent information provided by you or your authorized users.

3.3 Best-Efforts Execution; No Guaranteed Timing

Payments are processed on a best-efforts basis and are subject to:

• applicable laws and regulations;
• clearing, settlement, and payment network rules;
• sanctions screening and financial crime controls;
• fraud and transaction monitoring;
• cut-off times, operational processes, and bank holidays; and
• actions or omissions of third-party financial institutions and intermediaries.

Execution times and availability of funds are estimates only and are not guaranteed.

3.4 Cut-Off Times, Business Days, and Holidays

Float may publish general information regarding cut-off times and estimated processing timelines through the Float platform, Help Centre, or customer communications. Any such information is indicative only and may change.

Payments submitted after applicable cut-off times, on weekends, or on bank or payment-network holidays may be processed on the next applicable business day. Business days may be determined by reference to Canadian federal banking holidays and the holiday calendars observed by J.P. Morgan, Payments Canada participants, and other intermediaries or local clearing systems.

Float is not responsible for delays caused by third-party financial institutions, payment networks, holidays, force majeure events, or circumstances beyond Float’s reasonable control.

4. Funding Model

4.1 Funding Sources

Unless otherwise expressly agreed in writing, the CAD Transfers Service is funded through:

• your Float balance (as reflected in the Float platform); and/or
• an approved payment connection (including direct connections used for top-ups), where enabled.

4.2 No Pull Authority Unless Separately Authorized

Float will not debit (“pull”) funds from your external bank account to fund CAD Transfers Service transactions unless you have expressly authorized such debits under a separate agreement or authorization (for example, a PAD authorization or other bank debit authorization, if applicable).

4.3 Recovery Rights

Where permitted by applicable law, Float may debit your Float balance or other funds held for your benefit to recover amounts owed in connection with the CAD Transfers Service, including returns, reversals, fees assessed by third parties, or other amounts arising from your payment instructions or use of the CAD Transfers Service.

5. Compliance, Screening, and Monitoring

5.1 Float KYB/KYC and Monitoring

Float conducts its own know-your-business (KYB) and know-your-customer (KYC) checks and ongoing monitoring in connection with the CAD Transfers Service, in accordance with applicable law and Float’s compliance obligations.

You agree to provide accurate, complete, and up-to-date information when reasonably requested.

5.2 J.P. Morgan Independent Screening and Monitoring

To provide the CAD Transfers Service, Float may share relevant customer, beneficial ownership, and transaction information with J.P. Morgan and other service providers.

J.P. Morgan and other intermediaries may conduct their own independent screening and monitoring (including sanctions, watchlist screening, and transaction monitoring) pursuant to their legal and regulatory obligations and internal compliance requirements.

J.P. Morgan does not rely on Float’s compliance checks and may independently delay, block, reject, freeze, return, reverse, or report any transaction, or impose additional information requirements, where required by applicable law, regulation, or regulatory guidance.

5.3 Prohibited and Restricted Use

You must not use the CAD Transfers Service for any activity that is prohibited or restricted under applicable law, payment network rules, sanctions requirements, or Float’s policies (as updated from time to time), including activities that pose heightened legal, regulatory, financial crime, or reputational risk.

Float maintains additional information regarding prohibited and restricted activities in its Help Centre and related policy documentation, which may be updated from time to time. You are responsible for reviewing and complying with those requirements.

Float and its service providers may refuse to process, suspend, block, reverse, delay, or investigate any transaction, or suspend or terminate your access to the CAD Transfers Service, where such action is reasonably necessary to comply with applicable law, payment network rules, sanctions requirements, or internal risk and compliance policies.

6. Data Sharing and Privacy

6.1 Information Shared

To provide the CAD Transfers Service, Float may collect, use, and share information with J.P. Morgan and other service providers, including:

• business and account information;
• KYB/KYC information relating to your business and its representatives (including, where applicable, identifying information such as name, address, contact information, and date of birth for verification purposes);
• beneficial ownership and control person information;
• recipient/beneficiary details (including bank account and routing information);
• transaction details and payment references; and
• invoice data or supporting documentation, where requested for compliance, audit, dispute handling, or investigation purposes.

6.2 Cross-Border Processing

Some service providers may process or store information outside Canada, including in the United States or other jurisdictions. Where cross-border processing occurs, Float uses contractual and organizational safeguards designed to support compliance with applicable Canadian privacy laws.

7. Returns, Recalls, and Disputes

7.1 Best-Efforts Assistance

Once a payment has been submitted for processing, cancellation, amendment, or recovery may not be possible.

Float will use commercially reasonable efforts to assist with recalls, amendments, investigations, or inquiries, but all such assistance is provided on a best-efforts basis only and depends on third-party financial institutions, clearing systems, and counterparties. Recovery of funds is not guaranteed.

7.2 Disputes

Dispute rights and outcomes are determined by applicable clearing and payment network rules and the policies of participating financial institutions. Float is not responsible for disputes between you and a payment recipient, intermediary, or receiving institution and does not guarantee resolution in your favour.

8. Security

Float and its service providers maintain administrative, technical, and physical safeguards designed to protect information and reduce the risk of unauthorized access, fraud, or misuse.

9. Suspension and Availability

Float may suspend, limit, or terminate access to the CAD Transfers Service, in whole or in part, without prior notice where reasonably necessary to comply with law, regulation, sanctions requirements, fraud prevention controls, payment network rules, or risk-management obligations.

10. Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

11. Questions and Support

If you have questions about the CAD Transfers Service or these Terms, please contact Float Support at support@floatfinancial.com.

SCHEDULE B

COMMERCIAL DEPOSIT ACCOUNT AGREEMENT

(Thread Bank)

Last Updated: January 9, 2026

IMPORTANT – PLEASE READ CAREFULLY. THIS AGREEMENT (AS DEFINED BELOW) CONTAINS AN ARBITRATION PROVISION REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION.

TABLE OF CONTENTS

1. INTRODUCTION; PROGRAM ROLES; ACCOUNT OPENING DISCLOSURES
2. CONSENT TO USE ELECTRONIC SIGNATURES, COMMUNICATIONS AND STATEMENTS 
3. THE ACCOUNT, GENERALLY
4.  DEPOSITS TO YOUR ACCOUNT
5.  WITHDRAWALS FROM YOUR ACCOUNT
6. FUNDS AVAILABILITY
7. ELECTRONIC FUNDS TRANSFER DISCLOSURES
8. RETURNS, REJECTS AND FEES
9. ACH ORIGINATION
10. MISCELLANEOUS
11.  ARBITRATION
12.  GOVERNING LAW
13. TERMINATION
14. FEE SCHEDULE

1. INTRODUCTION; PROGRAM ROLES; ACCOUNT OPENING DISCLOSURES

Float Financial Solutions (“Platform”) is providing this Commercial Deposit Account Agreement (this “Agreement”) to you on behalf of Thread Bank (“Bank”), a member of the Federal Deposit Insurance Corporation (“FDIC”). Bank is the provider of the commercial deposit account (the “Account”). If enabled for your Account, Bank may also issue a debit card (the “Card”) pursuant to a license from Mastercard International Incorporated.

As used in this Agreement, the words “we,” “our,” and “us” refer to Bank, its successors, affiliates, or assignees. The words “you” and “your” refer to the business entity that opens the Account and agrees to be bound by this Agreement, as well as any Authorized Representatives or other persons you authorize to access the Account, initiate transactions, or otherwise exercise control over funds in the Account through the Platform.

Access to your Account and the services offered under this Agreement will be provided through the Platform App unless we notify you otherwise. YOU UNDERSTAND THAT BY OPENING AN ACCOUNT THROUGH THE PLATFORM APP, YOU AUTHORIZE BANK TO ACCEPT ALL INSTRUCTIONS PROVIDED TO BANK BY PLATFORM ON YOUR BEHALF.

PROGRAM ROLES; PLATFORM AND PROGRAM MANAGER INSTRUCTIONS

Float Financial Solutions (“Platform”) provides the primary user interface through which you access the Account and submit payment, transfer, and administrative instructions. Synctera Inc. (“Program Manager”) acts as a technology and program management service provider supporting Thread Bank (the “Bank”) in connection with the provision of the Account and related services. In certain circumstances, the Program Manager may also provide platform, technical, or operational interfaces through which Account instructions are transmitted.

All instructions relating to the Account must be submitted through the Platform and/or systems made available by the Program Manager, and any such instructions are deemed to be authorized by you. The Bank may rely on instructions transmitted by the Platform or the Program Manager on your behalf, without independently verifying the accuracy, completeness, or authorization of such instructions, except as required by applicable law.

You acknowledge and agree that the Platform and the Program Manager act as service providers to the Bank and are not banks or depository institutions. The Bank is not responsible for the availability, performance, or operation of the Platform or the Program Manager’s systems, or for any interruption, error, or delay caused by the Platform, the Program Manager, or any third-party service providers they use, except to the extent required by applicable law. Unless expressly stated otherwise in writing by the Bank, the Account is a non-interest-bearing commercial deposit account.

ACCOUNT OPENING DISCLOSURES

• Initial Deposit and Balance: There is no initial deposit or minimum balance required to open this Account.
• Fees to Bank: There are no fees charged by the Bank for this Account.
• Transaction Limitations:  The transaction limitations for your Account are set forth in the “Withdrawals From Your Account” and “Funds Availability” sections.
• Additional Fee Disclosure: As noted above, you are not responsible for paying any fees to the Bank for holding this Account. You may be responsible for paying platform fees to Float Financial Solutions Inc. (“Float”) as provided in your agreement with Float. You should refer to your agreement with Platform to understand your plan type and how fees are charged.

2. CONSENT TO USE ELECTRONIC SIGNATURES, COMMUNICATIONS AND STATEMENTS

Introduction. In order to apply for an Account, you must consent to the use of electronic signatures and electronic records for all transactions with us and for all agreements, disclosures, notices, and other Communications (as defined below) relating to those transactions. Once you have given your consent, we may deliver or make any of the documents or Communications available to you by posting them in the Platform App and sending you an email notification when they become available.

Your Legal Rights. Certain laws require us to provide specific information to you in writing, which means you have a right to receive that information on paper. We may provide such information to you electronically if we first obtain your consent to receive the information electronically. Your consent will also apply to any other person named on your Account, product, or service, subject to applicable law.

Your Consent to Electronic Signatures. By accepting this Agreement, you understand that: (i) electronically signing and submitting any document(s) to Bank legally binds you in the same manner as if you had signed in a non-electronic form, and (ii) the electronically-stored copy of your signature, any written instruction or authorization, and any other document provided to you by Bank is considered to be a true, accurate, and complete record, and legally enforceable in any proceeding to the same extent as if such documents were originally generated and maintained in printed form. By accepting this Agreement, you also acknowledge and agree that you have read, understand, and agree to all the terms of this Section, can access the Communications in electronic form, affirmatively consent to the use of electronic signatures and electronic records, and have an active email account. You agree not to contest the admissibility or enforceability of Bank’s electronically stored copy of this Agreement and any other documents.

Your Consent to Electronic Communications. To the fullest extent permitted by law, this Agreement, account statements, notices, legal and rate disclosures for your Account, updates and changes to this Agreement, or other service agreements and other communications (collectively, “Communications”) from us to you regarding your Account(s) and related services with us may be provided to you electronically, and you consent and agree to receive all those Communications in electronic form. Electronic Communications may be posted in the Platform App and/or delivered to your email address. You may print or download any electronic Communication and retain it for your records. All Communications in electronic format will be considered to be “in writing,” and to have been received on the day of posting, whether or not you have received or retrieved the Communication. We reserve the right to provide Communications in paper format.

Withdrawal of Consent. You may withdraw your consent to receive Communications electronically by contacting us. Any withdrawal of consent will not become effective until we have received your request and have had a reasonable period of time, consistent with applicable law and operational requirements, to implement it. Withdrawal of your consent will not affect the legal effectiveness, validity, or enforceability of any transaction, electronic signature, or electronic record provided or made available before the withdrawal becomes effective. If electronic delivery of Communications is required in order to provide the Platform App, the Account, or related services, then withdrawal of your consent may result in the suspension or termination of your access to the Platform App or the Account, upon any notice required by applicable law. To the extent permitted by applicable law, neither Bank nor Platform will be liable for any losses, costs, or damages resulting from such suspension or termination, except to the extent caused by Bank’s or Platform’s gross negligence or willful misconduct.

Your Review of Communications. Please review promptly all Communications we deliver or make available to you. If Communications are mailed to you, they will be delivered to you at the postal address shown in our records. If Communications are sent to you electronically, they will be delivered to you at the email address shown in our records or otherwise made available to you in the Platform App. We will retain printable versions of your Account statements for seven (7) years or longer periods as may be required by applicable law. You agree to give us and Platform prompt notice of any change of your postal or email address. If you fail to update or change an incorrect email address or other contact information, you understand and agree that any Communication shall nevertheless be deemed to have been provided to you if it was made available to you in electronic form in the Platform App or you were provided email notification of its availability.

Reporting to You (Statements); Errors and Disputes. Statements will be made available to you to view and/or print in the Platform App (if available). Account statements will be considered to be correct unless you notify us, through Platform, of any errors within sixty (60) days of becoming available. Carefully review your statement each statement cycle and notify us of any errors within sixty (60) days of your statement becoming available. Bank will not be liable to you for any error that you do not report to Bank within that period. If you think your statement is wrong or if you need more information about a transaction listed on it, please contact Platform at the customer service contact information set forth in this Agreement. In making such communication, you need to tell us: (i) your name and Account number; (ii) why you believe there is an error and the dollar amount involved; and (iii) approximately when the error took place.

Hardware and Software Requirements. To access and retain electronic records of the Communications, you must use computer hardware and software that meets the following requirements: a current version of an Internet browser we support; a connection to the Internet; a current version of a program that reads and displays PDF files (such as Adobe Acrobat Reader); and a computer or mobile device with an operating system capable of supporting all of the above. To print or download electronic records of Communications, you must have a connected printer or sufficient space on a long-term storage device.

3. THE ACCOUNT, GENERALLY

Eligibility. The Account is available solely to legal entities duly organized, validly existing, and in good standing under the laws of Canada or the United States, including corporations, partnerships, and other eligible business organizations, that possess a valid business identification number (such as a Canadian Business Number or U.S. Employer Identification Number), where applicable, and that will use the Account exclusively for business purposes and not for personal, family, or household use.

The Account and related services are provided through U.S. banking infrastructure and payment rails. As a result, certain transactions, processing activities, recordkeeping, compliance reviews, and settlement functions may occur in the United States, even where the Account holder or Authorized Representatives are located in Canada. You acknowledge and agree that transaction processing may be subject to U.S. laws, regulations, and oversight applicable to U.S. financial institutions, in addition to any applicable Canadian legal or regulatory requirements.

You must consent to receive electronic communications and records in lieu of paper statements as a condition of accessing the Account. If you subsequently withdraw your consent and electronic delivery is required to provide the Account or related services, we reserve the right to suspend or close your Account upon any notice required by applicable law.

Authorized Representatives. “Authorized Representatives” are persons with authority to act on your behalf. You may appoint Authorized Representatives only by following the Platform’s procedures for doing so. You are responsible for keeping your Authorized Representatives current in the Platform.

Unless a restriction that we have acknowledged in writing is specifically stated in your authorizing resolution, each Authorized Representative may act alone to give instructions with respect to your Account. Bank may rely on Platform procedures and records to authenticate Authorized Representatives and to act on instructions submitted through the Platform, provided Bank acts in good faith and without actual knowledge of any limitation. The authority of each Authorized Representative remains in effect until we receive notice through Platform and have a reasonable opportunity to act on such notice.

Important Information About Procedures for Opening a New Account. To help the government fight terrorism financing, money laundering, and other financial crimes, applicable law requires financial institutions to obtain, verify, and record information sufficient to identify each customer that opens an account. When an Account is opened by a legal entity, we are required to obtain, verify, and record information regarding the legal entity and, as applicable, its beneficial owners and individuals who exercise control over the legal entity, in accordance with applicable U.S. and Canadian laws and regulations. This may include collecting beneficial owner information where applicable and, where no beneficial owner is identified, collecting a control person (such as a director, senior officer, or equivalent), as required by applicable law.

Account. The Account consists of a checking account used to hold deposits and make payments and transfers to and from the Account. You will access your Account through the Platform App.

Password Security. You are responsible for maintaining adequate security and control of all user IDs, passwords, PINs, and other access credentials used to access the Account. If you permit any other person(s), including any data aggregation service providers, to access or use your access credentials, you are responsible for any transactions and activities performed from your Account and for any use of your information by such person(s). Do not discuss, compare, or share information about your account number or password unless you are willing to give them full use of your money. Any loss or compromise of the foregoing information may result in unauthorized access to your Account by third parties and the loss or theft of funds. To the extent permitted by applicable law, we assume no responsibility for any loss you may sustain due to compromise of your credentials due to no fault of Bank.

Payment Instructions; Platform as Service Channel. All instructions to initiate payments, transfers, withdrawals, or other transactions with respect to the Account (collectively, “Payment Instructions”) must be submitted through the Platform using the workflows and features made available by the Platform and/or Program Manager. You authorize Bank to rely on, act upon, and treat all Payment Instructions transmitted by Platform (and, where applicable, Program Manager) on your behalf as authorized instructions from you, without independent verification, except as required by applicable law.

Platform, Program Manager, or Bank may refuse, delay, suspend, or reject any Payment Instruction where necessary or appropriate to comply with applicable law or regulation, payment network or clearing system rules, sanctions requirements, fraud prevention controls, security requirements, or risk management or operational requirements.

You are solely responsible for the accuracy, completeness, and correctness of all payment information, including payee details, amounts, and timing, submitted through the Platform. Neither Bank, Platform, nor Program Manager is responsible for losses resulting from incorrect or incomplete Payment Instructions submitted by you or on your behalf, except to the extent caused by such party’s gross negligence or willful misconduct or as otherwise required by applicable law.

Fee Disclosure. Except as set forth in the Fee Schedule, you are not required to pay Bank any fees in connection with this Account. Platform may charge additional fees for services provided to you under your agreement with Platform, and any applicable fees will be disclosed to you through the Platform prior to being charged.

Location of the Account. Your Account is established in the State of Delaware.

Prohibited Use; Illegal and Restricted Transactions. You agree not to use your Account, Card, or any services provided under this Agreement for any purpose that is prohibited by applicable law, regulation, card network rules, or by the Platform’s prohibited or restricted use policies applicable to this product, as such policies may be amended from time to time (the “Prohibited Use Policy”). You acknowledge and agree that, while the Platform may monitor, review, screen, or evaluate transactions and Account activity for compliance with this Agreement, the Prohibited Use Policy, and applicable law, neither the Platform nor the Bank is obligated to do so, and the failure to identify or prevent any prohibited or unlawful transaction shall not constitute a waiver or give rise to any liability.

You are solely responsible for ensuring that your use of the Account, Card, and services complies with this Agreement, the Prohibited Use Policy, and all applicable laws and regulations. The Platform and/or the Bank may, in their sole discretion and to the fullest extent permitted by law, refuse to process, block, reverse, delay, or investigate any transaction, or suspend or terminate your Account or access to services, if they determine that such transaction or activity may violate this Agreement, the Prohibited Use Policy, or applicable law.

Any use of the Account, Card, or services for a prohibited or restricted purpose shall constitute a material breach of this Agreement. In such event, the Platform and/or the Bank may terminate this Agreement, close your Account, and take any other action permitted by law. You agree to indemnify and hold the Platform and the Bank harmless from and against any claims, losses, liabilities, damages, costs, or expenses arising directly or indirectly from your prohibited or unlawful use of the Account, Card, or services.

To the fullest extent permitted by law, you agree to pay for, and remain responsible for, all transactions that you authorized or permitted, even if such transactions are later determined to be prohibited, restricted, or illegal.

Freezes, Blocking, or Closing Accounts Due to Irregular or Unlawful Activities. You agree that if Bank, Platform, or Program Manager reasonably suspects or determines that any irregular, unauthorized, suspicious, fraudulent, or unlawful activity may be occurring in connection with your Account or related services, it may, in its discretion, restrict transactions, place a hold on funds, suspend access, or “freeze” the Account, in whole or in part, while it conducts an investigation or takes other action as required or permitted by applicable law. If Bank places a hold on or freezes your Account, Bank will provide any notice required under applicable law, which may be delivered through Platform unless prohibited or delayed by law, regulation, court order, or law enforcement request.

You acknowledge and agree that Bank, Platform, or Program Manager may take such actions as necessary to comply with applicable anti-money laundering, counter-terrorist financing, sanctions, fraud prevention, or similar laws and regulations, including, without limitation, regulations and directives issued by the United States Department of the Treasury, including the Office of Foreign Assets Control (“OFAC”) and the Financial Crimes Enforcement Network (“FinCEN”), and applicable Canadian authorities, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (“PCMLTFA”) and regulations administered by the Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”).

You understand and agree that Bank, Platform, and Program Manager shall not be liable for any losses, delays, or inability to access funds resulting from any action taken in good faith pursuant to this section, except to the extent caused by such party’s gross negligence or willful misconduct, and to the extent liability cannot be excluded under applicable law.

4. DEPOSITS TO YOUR ACCOUNT

Deposits to the Account. You may fund or deposit funds into the Account solely through your Float account or through a payment connection established and approved through the Platform, in each case if enabled and made available by the Platform. You acknowledge and agree that funds will be transferred from your Float balance or through a payment connection established and approved through the Platform only when you submit a valid payment or transfer instruction through the Platform, and that the timing and availability of such funds depend on the funding source, settlement timing, payment method, and applicable network, banking, or regulatory requirements. Availability of funds may therefore differ from the time a Float balance is reflected in the Platform.

No Deposits in Cash, Paper Checks, or Foreign Currency. Bank will only accept funds deposited electronically through Platform using supported electronic payment methods made available to you. We are not liable for any deposits lost in the mail, lost in transit, or not received by us. We do not accept (i) deposits in cash, cashier’s checks, or money orders, (ii) deposits of any type of check via mail, or (iii) foreign currency. If we receive any such instruments, we may return the item to the address we have on file for you, or otherwise handle the item as required by applicable law, and we will not be responsible for any loss associated with such handling.

Our Right to Charge Back Deposited Items or Electronic Transfers. If you receive an electronic transfer as provided in this Agreement and (i) the paying bank returns it to us unpaid; (ii) the paying bank or sender demands that we repay it because it was altered, forged, unauthorized, or otherwise improper; or (iii) the sending bank or originator demands that we return the item because it was unauthorized, sent to the wrong account number, or procured by fraud, we may pay the return or demand and subtract the funds from your Account, even if the balance in your Account is not sufficient to cover the amount we subtract, causing a negative balance. If we have reason to believe that any of the foregoing may occur, we may place a hold on the funds until we determine who is entitled to them.

Right to Reject Any Deposit. We may refuse any deposit, with or without cause, and may restrict access to any deposit credited to your Account that violates applicable law or sanctions requirements.

5. WITHDRAWALS FROM YOUR ACCOUNT

Withdrawal Methods and Limits. You can make withdrawals from your Account using any of these methods (if enabled by the Platform):

• Transaction Type: ACH transfers to an external payee or vendor
• Per Day: $5,000,000 per Account / Day *
• Per Month: $8,000,000 per Account / Month *

The limits included here are the highest limits allowed for transactions. However, we reserve the right to allow you to transact higher volume than the limits defined herein at any time without prior notice. In certain cases, for security reasons, we may lower your limits upon notice to you at the time you attempt to initiate a transaction.

Transaction Limits; Risk Adjustments. All transaction limits described in this Agreement are limits per Account, unless otherwise specified. Transaction limits are established to manage operational, security, compliance, and risk considerations and may be applied differently based on transaction type, payment method, or funding source. We may, in our discretion, reduce, restrict, or temporarily suspend applicable transaction limits at any time where we determine such action is reasonably necessary to address risk, security concerns, compliance obligations, payment network requirements, or suspected unauthorized or suspicious activity. Any such adjustment may be applied without prior notice and may be communicated to you at or around the time you attempt to initiate a transaction, to the extent permitted by applicable law.

Vendor Payments; Bill Pay. If enabled by the Platform, you may instruct the Platform to initiate payments from your Account to third-party vendors, service providers, or other payees (each, a “Vendor Payment”), including through bill payment or accounts-payable workflows made available through the Platform. All Vendor Payments are initiated solely based on the payment instructions you submit through the Platform.

You are solely responsible for the accuracy, completeness, and validity of all Vendor Payment information you provide, including the payee name, routing number, account number, payment amount, and payment timing. Neither the Bank nor the Platform is responsible for payments sent to an incorrect or unintended payee due to inaccurate or incomplete information provided by you.

Once a Vendor Payment has been submitted for processing, cancellation or recovery may not be possible. Any attempt to cancel, stop, or recover a Vendor Payment will be made on a best-efforts basis only and is subject to processing deadlines, payment network rules, and the cooperation of receiving financial institutions or payees. Neither the Bank nor the Platform guarantees that a Vendor Payment can be stopped, reversed, or recovered once processing has begun.

Vendor Payments may be rejected, returned, delayed, or reversed for reasons including insufficient funds, invalid payee information, compliance or risk reviews, payment network rules, or actions of third-party financial institutions or payees. Your responsibility for returned or rejected payments, including applicable fees, is described elsewhere in this Agreement.

Overdrafts. You are not permitted to overdraw your Account. If the available balance in your Account is insufficient to cover a payment or withdrawal you have authorized, we may refuse to process it. We do not charge overdraft fees. A negative balance may occur in limited circumstances, including as a result of adjustments, returns, reversals, or fees charged in accordance with this Agreement. If your Account balance becomes negative, you are required to promptly restore it to a non-negative balance.

If a negative balance remains outstanding for an extended period, including thirty (30) calendar days or more, we reserve the right to take appropriate action as permitted by applicable law, which may include suspension of services, closure of the Account, or referral to collections. If an Account is referred for collection, you agree to pay all reasonable costs of collection, including reasonable attorneys’ fees and court costs, to the extent permitted by law.

Notice of Furnishing Negative Information. At this time, neither Bank nor Platform reports information regarding your Account to consumer or business credit bureaus. However, Bank or Platform reserves the right to furnish information about your Account to credit reporting agencies in the future, to the extent permitted by applicable law and upon providing any notice required by law.

6. FUNDS AVAILABILITY

Availability. We make funds available according to the type of deposit and when the funds are applied or credited to your Account. Some types of deposits may not be available for immediate use. When we delay the availability of funds or place a hold on a deposit made to your Account, you may not withdraw those funds, and we will not use them to pay any debits, such as ACH transfers or payments. If any direct deposit, ACH transfer, or other transfer for which you have received credit is not paid for any reason, you agree to pay us the amount for which you have received credit. The length of the delay in the availability of funds will vary depending on the type of deposit.

Business Days. The length of the delay in the availability of funds is counted in business days from the day your deposit is applied to your Account. For purposes of these disclosures, a “Business Day” means Monday through Friday, excluding applicable bank holidays. For transactions funded from your Float balance, Business Days are determined based on U.S. federal banking holidays. For transactions funded through an external payment connection, Business Days may be determined based on the holidays observed by the applicable financial institutions involved, which may include U.S. and/or Canadian banking holidays, depending on the source of funds and payment routing. Deposits or payment instructions received after applicable cut-off times or on a day that is not a Business Day will be processed on the next applicable Business Day.

How Transactions Are Posted to Your Account. There are two types of transactions that affect your Account: credits (deposits of money into your Account) and debits (payments out of your Account). It is important to understand how each is applied to your Account so that you know how much money you have and how much is available to you at any given time. This Section explains generally how and when we post transactions to your Account. If we change these practices, we will provide you notice in accordance with this Agreement.

Credits. Deposits are generally credited to your Account when received and accepted by the Bank. However, in some cases, when you deposit funds, all or a portion of the deposit may be subject to holds, delays, or availability restrictions and may not be available for withdrawal or use at the time of deposit. Such holds or delays may occur for reasons including, without limitation, processing timeframes, verification requirements, return risk, regulatory or compliance reviews, or other risk-management considerations, as permitted by applicable law. Funds credited to your Account remain subject to adjustment, reversal, or return if the deposit is rejected, returned, reversed, or otherwise not finally settled, and the Bank, Program Manager, or Platform may debit your Account for any such amounts.

Debits. There are several types of debit transactions that may be processed against the Account. Debit transactions may be presented for payment through various payment systems and clearing channels, and we do not control the timing or order in which such transactions are received.

Automated Clearing House (ACH) Transactions. We receive ACH transaction files each business day, Monday through Friday, excluding recognized federal holidays. For ACH transactions received at the same time, including transactions included in the same data file, ACH credit transactions are generally posted before ACH debit transactions, in the order received by us. ACH transactions may be posted to the Account throughout the business day. We may process debit transactions throughout the day as they are received and in accordance with applicable laws, regulations, and payment network rules. We may change our posting practices at any time, subject to applicable law. The timing of posting may affect the availability of funds and the order in which transactions are paid. Posting order does not affect our right to return, reject, or decline any transaction.

7. ELECTRONIC FUNDS TRANSFER DISCLOSURES

Electronic Transfers via ACH. If enabled by Platform, you may originate transfers to and from your Account via ACH as provided in this Agreement. These requests must be made via the Platform. By submitting an ACH transfer request through the Platform, you authorize the Bank and the Platform to originate and process ACH entries on your behalf in accordance with applicable law and ACH network rules. In the case of electronic transfer requests from an external bank account to your Account, we will complete such requests only if the funds are being transferred from your linked external account. Any deposits received in any other name may be returned to the originator.

Same Day ACH; Cut-off Time. The cut-off time for scheduling same day ACH transfers (if enabled on your Account) is 12:00 p.m. Eastern Time. If enabled by Platform, Same Day ACH means that the transfer is intended to be performed on the same business day, but same-day settlement is not guaranteed and may be delayed, rejected, or returned due to operational, risk, compliance, or network-related reasons. Any same day ACH transfer scheduled after the cut-off time will be treated as if it were scheduled as a next day ACH transfer. ACH transfers are subject to settlement risk and network processing requirements, and funds credited to your Account remain subject to return, reversal, or adjustment until final settlement.

Limitations on Transfers, Amounts and Frequency. Your rights under this Agreement to make electronic funds transfers are subject to the frequency and dollar amount limits established in this Agreement.

Right to Receive Documentation of Electronic Funds Transfers. Your electronic funds transfers will be reflected on the statements that will be delivered to you through the Platform App. You can also contact Platform at the customer service contact information set forth in this Agreement to obtain information about any particular deposit or transfer.

Right to Stop Payment of Preauthorized Transfers and Procedures. If you have scheduled a one-time or a recurring ACH transfer via the Platform, you may stop or cancel that transfer by following the procedures defined here. To stop an ACH transfer that you initiated via the Platform App, either one-time or recurring, use the Platform App to cancel such payment, or contact Platform at the customer service contact information set forth in this Agreement to request cancellation of the transfer. To stop a one-time or recurring transfer that you have authorized a third party to debit from the Account, please contact that third party to request the cancellation of the payment. You also may contact Platform at the customer service contact information set forth in this Agreement to request a stop on the payment.

If you wish to contact us to stop a one-time or recurring transfer that you initiated via the Platform App or that you have authorized a third party to debit from the Account, your request to stop the transfer must be received at least three (3) Business Days before the transfer is scheduled to occur. Regarding recurring payments, you should specify whether you wish to stop one recurring payment or all recurring payments. If you do not specify, all recurring payments may be stopped. You must specify the name of the payee, the dollar amount of the payment, and the date of the payment. In the case of a recurring third-party debit authorization, you may contact us to stop one recurring payment. To stop all future payments pursuant to the third party’s recurring authorization, you must put your initial oral request (if oral) in writing and send it to us within fourteen (14) days of your initial oral request. If the written stop payment notification is not received at least fourteen (14) days before the future payment is scheduled to occur, we will honour that and all other future payments as originally authorized without liability to you.

Stop payment requests are subject to processing deadlines, ACH network rules, and operational limitations, and may not be effective if received after processing has begun. We do not guarantee that a stop payment request will be successful. Stop payment requests may be subject to fees as disclosed in the Platform App or applicable fee schedule.

Your Liability for Unauthorized Account Transactions. The Account is a commercial account and does not provide consumer-level protections for unauthorized transactions or unauthorized access. You acknowledge and agree that laws and regulations applicable to consumer accounts may not apply to the Account.

You are responsible for safeguarding all credentials, identifiers, and access mechanisms associated with the Account. If you believe that the Account number, login credentials, or any other information used to access the Account has been lost, stolen, compromised, or used without authorization, you must notify us as soon as reasonably practicable and cooperate fully with any reasonable actions we request to prevent further unauthorized activity.

Until an Authorized Representative reports an unauthorized transaction or compromised access to the Account and we have had a reasonable opportunity to prevent additional transactions, the Account owner will be fully liable for all transactions initiated and all fees incurred as a result of any unauthorized use of the Account. Failure to provide prompt notice may limit or eliminate your ability to recover funds, to the extent permitted by applicable law.

You must contact customer service immediately if you believe that: (a) Account access credentials or identifying information have been lost, stolen, or compromised; (b) any person has obtained unauthorized access to the Account; or (c) funds have been transferred or may be transferred from the Account without the permission of an Authorized Representative. Notification may be made by contacting the Platform via email support@floatfinancial.com or by logging into the Platform application. Prompt notification is the most effective way to minimize potential losses.

The Account owner is responsible for all transactions initiated and all fees incurred through use of the Account. If you or an Authorized Representative permit any other person to access the Account, such access will be deemed authorized by you, and you will be liable for all transactions and fees incurred by such person, even if such transactions exceed the scope of permission granted.

You remain responsible for all transactions and fees incurred by your Authorized Representatives, including where an Authorized Representative exceeds the authority granted to them. Transactions will be treated as unauthorized only after you notify us that a person is no longer authorized to access the Account and we have had a reasonable opportunity to prevent further transactions by that person. Except as required by applicable law or payment-network rules, we are not obligated to reverse or reimburse unauthorized transactions. Nothing in this section limits liability resulting from our gross negligence or willful misconduct.

Our Liability for Failure to Complete Transactions. We are not liable for any failure to complete a transaction involving the Account if we provide notice to you that the transaction was not completed. We are also not liable for any failed or delayed transaction if:

(a) through no fault of ours, there are insufficient available funds in the Account to cover the transaction;
(b) the payee, merchant, financial institution, or other third party refuses or is unable to accept or process the transaction;
(c) access to the Account or any linked account has been restricted, suspended, or blocked following your report of compromised access credentials or suspected unauthorized activity;
(d) the funds in the Account are subject to a hold, legal or administrative process, or other restriction or encumbrance limiting their availability or use;
(e) we have reason to believe (acting in good faith) that the requested transaction is unauthorized, fraudulent, unlawful, or in violation of this Agreement;
(f) we have received incomplete, inaccurate, or delayed information from a third-party payor, payee, financial institution, or service provider;
(g) circumstances beyond our reasonable control, including fire, flood, natural disasters, power outages, or computer, network, or communications failures, prevent or delay completion of the transaction despite reasonable precautions; or
(h) any other exception set forth in this Agreement or permitted by applicable law.

Confidentiality. We will disclose information to third parties about your Account or the transfers you make (including transactions using your Card): (i) where it is necessary for completing transfers; (ii) in order to verify the existence and condition of your Account for a third party, such as a credit bureau or merchant; (iii) in order to comply with government agency or court orders; or (iv) if you give us your written permission.

Data and Information Sharing. In connection with the opening, maintenance, monitoring, and use of the Account and related services, information relating to you, your Account, and your transactions may be collected, used, disclosed, and shared for compliance, operational, and risk-management purposes. Such information may include, without limitation: business identification and registration information; know-your-business and know-your-customer information; beneficial ownership and control person information; Authorized Representative information; payment instructions; payee, vendor, and invoice data; transaction activity; and related records.

You acknowledge and agree that such information may be shared, as necessary and permitted by applicable law, with the Bank, the Platform, any applicable program manager or intermediary (including Synctera), payment processors, payment networks, correspondent banks, deposit network or safeguarding service providers, auditors, and other service providers involved in providing, supporting, or monitoring the services. Information may also be disclosed to governmental authorities, regulators, law enforcement agencies, courts, or other third parties where required or permitted by law, regulation, subpoena, or legal process.

Such information may be used for purposes including, without limitation: customer identification and verification; sanctions and watchlist screening; anti-money laundering and counter-terrorist financing compliance; transaction monitoring; fraud prevention; responding to regulatory inquiries, requests for information, audits, examinations, or investigations; and enforcing this Agreement. Information may be processed or stored in the United States or Canada, depending on the nature of the service, transaction routing, or regulatory requirements.

ACH Services and NACHA Rules. If the Platform allows you to originate ACH transactions, your origination of such transactions is subject to additional terms and conditions set forth in this Agreement and to the NACHA Operating Rules, as in effect from time to time.

8. RETURNS, REJECTS AND FEES

Electronic funds transfers, including ACH transfers, may be returned, rejected, reversed, or otherwise not completed for reasons including insufficient funds, invalid or incorrect payee or account information, compliance or risk reviews, payment-network rules, or actions or omissions of third-party financial institutions, payment processors, or payees. You are responsible for all fees, costs, and charges arising from or relating to returned, rejected, reversed, or failed electronic funds transfers initiated through the Platform, including, without limitation, ACH return fees, operator or network fees, and fees charged by third-party financial institutions or service providers, except to the extent such fees arise directly from the Bank’s, Platform’s, or Program Manager’s gross negligence or willful misconduct.

To the extent permitted by applicable law and regulatory requirements, the Bank may debit your Account and, where applicable, any available Float balance or other funds held for your benefit through the Platform, to recover any such fees, costs, or amounts owed in connection with returned, rejected, reversed, or failed transfers. Neither the Bank, Program Manager, nor the Platform shall be responsible for losses resulting from returned or rejected transfers where such returns or rejections are not caused by the Bank’s, Program Manager’s, or Platform’s error, gross negligence, or willful misconduct.

9. ACH ORIGINATION

Capitalized terms used in this Section but not otherwise defined in this Agreement have the meanings given to them in the NACHA Operating Rules & Guidelines (the “NACHA Rules”), as adopted by NACHA and in effect from time to time.

For purposes of this Section, the term “Entry” means an ACH debit or credit entry, including any data provided by you through the Platform and used by us to prepare or initiate such Entry on your behalf. For the avoidance of doubt, transfers of funds made through wire transfer are not subject to this Section.

The ACH Origination Service enables you to initiate debit and credit Entries through the Automated Clearing House. As used in this Section, a “debit Entry” is an Entry that transfers funds from a Receiver’s account to your Account, and a “credit Entry” is an Entry that transfers funds from your Account to a Receiver’s account. You will be the Originator for, and authorize us to originate on your behalf to the Receiver’s account, each Entry you submit through the Platform. We will be the Originating Depository Financial Institution (“ODFI”) for each such Entry.

You are bound by and will comply with the NACHA Rules and all applicable laws and regulations in using the ACH Origination Service. You will not originate Entries that are unauthorized, fraudulent, unlawful, or in violation of applicable law or regulations, including economic sanctions programs administered by the Office of Foreign Assets Control (“OFAC”).

Generally, you may only submit Entries to us through the Platform using approved workflows and security procedures. You may only submit Entries of the types designated by SEC Codes approved for your Account. We may, at any time and in our discretion, prohibit you from initiating certain types of Entries through the ACH Origination Service.

You will not use a third party to submit an Entry (or a request to cancel an Entry) to us on your behalf without our prior written consent. If you use any such third party with our consent: (A) you are responsible for all acts, errors, and omissions of such third party; and (B) each reference to you in this Section includes such third party, as applicable.

We may establish and change aggregate and individual dollar limits for your Entries or types of Entries (the “Exposure Limits”). We will notify you of applicable Exposure Limits from time to time. We may elect to process an Entry that exceeds an Exposure Limit, but doing so does not obligate us to process any future Entry that exceeds an Exposure Limit.

You have no right to reverse, delete, cancel, or amend an Entry after we receive it. If you request us to reverse, delete, or cancel an Entry, and we are able to verify that request in accordance with applicable security procedures, we will use commercially reasonable efforts to effect such request, generally by issuing a reversing Entry, but we are not liable if we are unable to do so. You will indemnify and hold us harmless from all claims and losses relating to any such request or attempt.

Except as otherwise provided in this Agreement, we will: (1) process Entries received from you to conform with the file specifications set forth in the NACHA Rules; (2) transmit such Entries as the ODFI to an ACH Operator; and (3) settle for such Entries in accordance with the NACHA Rules.

ACH Entries are subject to settlement risk and network processing requirements. Credit to your Account for any Entry is provisional until final settlement is received. We may debit your Account for any Entry that is returned, reversed, adjusted, or otherwise not finally settled, including for insufficient funds or unauthorized authorization.

If Same Day ACH is enabled for your Account, the following terms apply. We will use commercially reasonable efforts to transmit Same Day Entries to an ACH Operator in accordance with applicable same-day deadlines, provided that such Entries are received by applicable cut-off times and otherwise comply with NACHA Rules. Same Day ACH settlement is not guaranteed, and Same Day Entries may be delayed, rejected, or returned for operational, risk, compliance, or network-related reasons. You may not submit a Same Day Entry that exceeds the dollar limits established under the NACHA Rules or any Exposure Limits we establish. Each Same Day Entry may be subject to a separate fee, as disclosed to you from time to time.

We may suspend processing of or reject any Entry for any reason permitted under this Agreement or the NACHA Rules, including Entries that exceed Exposure Limits, contain invalid or stale effective dates, or pose compliance, fraud, or operational risk. We are not liable for any such suspension or rejection.

We will notify you through the Platform of any Return Entry or Notification of Change (“NOC”) received. You are responsible for correcting Entries in response to NOCs within the timeframes required by the NACHA Rules. You are responsible for all fines, penalties, or assessments imposed due to your failure to correct an Entry following an NOC, and we may debit such amounts from your Account without prior notice.

You must maintain sufficient collected funds in your Account to cover all Entries you initiate. We may require pre-funding or reserves in amounts we determine necessary to manage risk. Failure to maintain required funding or reserves may result in suspension of the ACH Origination Service.

You will retain all authorizations and records relating to Entries for at least two (2) years following the termination or expiration of such authorizations and will provide copies upon our reasonable request. We may audit your compliance with this Agreement, the NACHA Rules, and applicable law, and you will cooperate fully with any such audit.

With respect to each Entry you submit, you represent and warrant that: (A) the Entry has been properly authorized and such authorization has not been revoked; (B) the Entry complies with this Agreement and the NACHA Rules, including the use of the proper SEC Code; (C) all information submitted with the Entry is accurate and complete; and (D) you have obtained all required consents and authorizations under applicable law.

You may not act as a Third-Party Sender without our prior written consent. Any unauthorized Third-Party Sender activity constitutes a material breach of this Agreement and may result in immediate suspension or termination of the ACH Origination Service.

10. MISCELLANEOUS

Assignment; Transfer; Non-Waiver. The Account and your obligations under this Agreement may not be assigned by you without our prior written consent. We may transfer or assign our rights and obligations under this Agreement at any time. Platform acts as an agent of Bank for certain purposes and will be responsible for carrying out certain of Bank’s obligations under this Agreement as Bank’s agent, including receiving notices from you, responding to inquiries or complaints relating to your Account, and performing other responsibilities described in this Agreement. Accordingly, where Bank is responsible for matters under this Agreement, such matters may be handled either by Platform or by Bank directly. Use of the Account is subject to applicable federal and state laws and all applicable rules, regulations, and customs of any clearinghouse or other association governing the Account or any transactions conducted through the Account. If either party excuses the other from compliance with any provision of this Agreement, such excuse shall not operate as a waiver of the right to enforce compliance with that or any other provision on any other occasion, regardless of the number or duration of any prior excusals. A party may not reasonably rely on the other party’s past forbearance to modify or waive present or future rights, obligations, or performance under this Agreement. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable for any reason, such provision shall not affect the validity or enforceability of any remaining provisions of this Agreement.

Deposit Network Service. From time to time, we may, but are not obligated to, deposit or hold some or all funds associated with your use of the services in one or more accounts at one or more depository institutions through (i) a deposit placement or sweep program and/or (ii) a safeguarding arrangement used to hold funds on your behalf until transferred in accordance with your payment instructions (your “Float Balance”) (each, a “Deposit Network Service”) administered by us or by a third-party service provider (a “Third-Party Service Provider”). In order for you to participate in a Deposit Network Service, we may ask you to enter into additional agreement(s) with us with respect to the Deposit Network Service.

United States. All depository institutions that participate in a Deposit Network Service in the United States (each a “Network Bank” and, together, the “Network Banks”) are insured by the Federal Deposit Insurance Corporation (“FDIC”) or the National Credit Union Administration (“NCUA”), as applicable. Each account at a Network Bank in which any funds are deposited as part of a Deposit Network Service shall be titled in the Bank’s name or the Bank’s agent’s name as custodian, for the benefit of eligible customers, to provide deposit insurance coverage to the extent permitted under applicable FDIC or NCUA rules, up to the applicable insurance limit (currently $250,000 per depositor, per insured bank, per ownership category).

Canada. Where funds are held in Canada as part of your Float Balance, such funds may be held in one or more accounts at one or more Canadian depository institutions, including CDIC member institutions, in a manner intended to safeguard those funds and provide deposit insurance coverage to the extent eligible under CDIC rules. CDIC generally insures eligible deposits up to $100,000 per insurance category, per member institution. You will not have direct access to any such safeguarding or deposit accounts.

RPAA Safeguarding. To the extent Float is required to safeguard end-user funds under the Retail Payment Activities Act (Canada), end-user funds held on your behalf until they are withdrawn or transferred will be safeguarded in accordance with applicable RPAA requirements, including by holding such funds in a segregated trust/safeguarding account or other permitted arrangement.

The bank may transfer funds directly to a Network Bank, or funds may be placed in the custody of a custodian bank prior to being transferred to a Network Bank. If any funds are held at a custodian bank, they shall be placed in an account that is titled and beneficially held to provide deposit insurance coverage to eligible customers to the extent permitted by applicable law and program requirements. Your funds held through a Deposit Network Service will be governed by the terms of this Agreement in the same manner and to the same extent as funds held at Bank, except that you understand you will not have direct access to any account established at a Network Bank or custodian bank and may not take any direct action with respect to a Deposit Network Service.

You appoint Bank as your limited agent to provide the Deposit Network Service. Bank may at any time and in its sole discretion effect deposits to and withdrawals from accounts at Bank and any accounts established at the Network Banks as part of the Deposit Network Service. You authorize Bank to use one or more Third-Party Service Providers selected solely by Bank to act as your limited agent(s) to provide the Deposit Network Service, including the selection of one or more Network Banks and one or more custodian banks as Bank deems suitable for the purpose of providing the Deposit Network Service.

Insurance Limits and Monitoring. Any funds deposited at a Network Bank as part of the Deposit Network Service, and any funds you hold at the same Network Bank by any other means in the same capacity, may be eligible for deposit insurance in the aggregate up to the applicable insurance limit. It is your responsibility to monitor the aggregate balance of funds you beneficially own at each Network Bank (and, if applicable, each CDIC member institution) to determine whether those balances exceed applicable coverage limits and to take appropriate action.

Bank and its agents will maintain records of the balance that each depositor beneficially holds at each Network Bank (and, if applicable, each Canadian institution used for safeguarding). The use of the Deposit Network Service will not modify the Funds Availability Policy that is part of this Agreement. Subject to the terms of the Funds Availability Policy, your access to the funds made available through the Platform will not be affected by participation in a Deposit Network Service.

Abandoned or Inactive Accounts. Applicable unclaimed property laws govern when an account or balance is considered abandoned or inactive. An Account may be considered abandoned if there has been no activity associated with the Account for the period specified by applicable law. Activity associated with the Account is determined in accordance with the Platform’s terms and applicable legal and regulatory requirements. Where an Account is at risk of being deemed abandoned or inactive, the Platform will be notified and may take action in accordance with its terms. If an Account or balance is deemed abandoned, we are required to remit the remaining funds to the appropriate governmental authority. Before doing so, we may attempt to contact you using the contact information on file. Unless prohibited by law, we may deduct from the Account our reasonable costs and expenses incurred in providing notice and processing the remittance in accordance with applicable law.

FDIC Insurance. For any deposit accounts you open, the FDIC requires Bank to disclose, and you hereby acknowledge, that deposits held by Bank are insured up to $250,000 federal deposit insurance limit, per depositor for each ownership category.

Account Owner Representations and Warranties. By requesting, activating, accessing, or using the Account, or by retaining or authorizing the use of the Account, the Account owner represents and warrants to us that: (a) the Account owner has received a copy of this Agreement and agrees to be bound by and to comply with its terms; (b) if the Account owner is a legal entity, such entity is duly organized, validly existing, and in good standing under the laws of the state or jurisdiction of its formation; (c) if the Account owner is a legal entity, such entity is duly qualified and in good standing to conduct business in all jurisdictions in which it conducts business; (d) if the Account owner is a legal entity, such entity has all requisite organizational power and authority to establish the Account, enter into this Agreement, and perform its obligations hereunder; (e) all personal, business, and other information provided by the Account owner to us in connection with the Account is true, accurate, and complete; (f) if the Account owner is a legal entity, the individual accepting this Agreement on behalf of the Account owner has the requisite authority to bind the Account owner to this Agreement; (g) each Authorized Representative designated by the Account owner is at least eighteen (18) years of age (or older if the applicable age of majority is higher) and otherwise eligible to act on behalf of the Account owner; (h) the Account owner has authorized each Authorized Representative to access and use the Account in accordance with this Agreement; (i) the Account owner has provided each Authorized Representative with a copy of this Agreement, and each Authorized Representative has agreed to be bound by and comply with its terms; and (j) the Account will be used solely for business purposes and not for personal, family, or household purposes.

Our Relationship with You. This Agreement and the relationship between you and the Bank is that of debtor and creditor, and the Bank owes no fiduciary duty to you. The products and services offered by Platform are not endorsed or guaranteed by Bank and Bank assumes no liability for the Platform’s products and services, except for those services expressly provided for in this Agreement. You understand that Platform and Bank are not partners, affiliates, or joint venturers with each other. Nothing in this Agreement is intended to be read or understood as making Platform and Bank partners, affiliates, or joint venturers or impose any liability as such on either of them. Unless otherwise expressly stated in this Agreement, Platform has no authority to act or represent Bank in any way. Bank provides the services under this Agreement in part through one or more service providers, including Platform. You agree that Platform and any other such service providers are third-party beneficiaries of this Agreement, which means they can enforce the Agreement against you.

Standard of Care; Limitation of Liability. We will exercise commercially reasonable care in providing the services under this Agreement. To the fullest extent permitted by applicable law, our liability for losses you incur in connection with your Account is limited to direct, actual damages proven to be proximately caused by our gross negligence or willful misconduct. We will not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits or business opportunity, even if we have been advised of the possibility of such damages. In the case of the unauthorized disclosure of private or confidential information, liability, if any, will be determined in accordance with applicable law. We will have no liability for acting on instructions from you or from an Authorized Representative, or instructions we reasonably believe in good faith to be from you or an Authorized Representative. We will have no liability for declining to act on instructions whose authenticity or accuracy cannot be verified to our satisfaction, or for not acting on instructions not actually received. Except as otherwise expressly provided in this Agreement or as otherwise required by applicable law, we, our affiliates, and the parties with whom we and our affiliates contract in order to offer your Account 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 your Account, Card, any products or services purchased using the Account, or this Agreement (as well as any related or prior agreement you may have had with us).

Without limiting the foregoing, we will not be liable for and will be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communications facilities, equipment failure, war, act of terror, emergency conditions, or other conditions beyond our control. To the extent permitted by law, we will not be liable for, and will be excused from, failing to process or any delay in processing a transfer of funds (i) if, in our reasonable discretion, processing a transfer would violate or contribute to the violation of any law, regulation or regulatory requirement; or (ii) if processing a transfer, in our sole discretion, would cause it to engage in an unsafe and unsound practice.

Except if another provision of this Agreement requires a shorter time period, any claim, action, or proceeding by you to enforce the terms of this Agreement or to recover for any Account-related loss must be commenced within one year from the date that the event giving rise to the claim, action, or proceeding first occurs, except as otherwise required by applicable law or where a shorter period is expressly provided.

You agree to cooperate with us in any loss recovery efforts we undertake to reduce any loss or liability that arises in connection with the Account. This Section shall survive termination of this Agreement.

Adjustments. If we make an error in your favour by excessively crediting or insufficiently debiting your Account for any reason, including, without limitation, the giving of cash or credit in excess of a corresponding account debit, you agree that you owe us and agree to promptly pay the amount in error, whether you relied on the error or not, and that we may debit your Account for the amount in error.

Indemnification. You will indemnify and defend us and our officers, directors, employees, agents, and representatives, and hold each of them harmless, against suit, judgment, asserted claim, demand, excise taxes, claims, liabilities, or losses, including fees of counsel, interest, and other expenses, arising directly or indirectly from your Account, Card, our performance under this Agreement, your breach of your obligations under this Agreement, your instructions, actions or omissions, or the instructions, actions or omissions of third parties whom you have permitted to direct, manage, view or otherwise act or omit to act in connection with your Account, unless the claim, liability, or loss arises out of our gross negligence or willful misconduct. If we and our officers, directors, employees, agents, or representatives are entitled to indemnification under this Agreement, we will give you notice of the claim and any further pleadings, communication, or other information connected with it. You shall defend us, and our officers, directors, employees, agents, and representatives, or pay for the cost of our defense, as we or our officers, directors, employees, agents, or representatives shall elect. The parties shall cooperate for the cost-effective defense of the claim, and we and our officers, directors, employees, agents, and representatives will not settle any claim for which indemnification is demanded without your consent. This provision shall survive termination of this Agreement.

Right to Set Off. If your Account balance becomes and remains negative, we may, to the extent permitted by applicable law, use funds in any of your accounts with us that are not required to be held in trust or safeguarded for your benefit under applicable law to repay the negative balance in your Account without further notice or demand. Moreover, we have the right to set-off against any account you have with us any liability, direct or contingent, past, present, or future that you owe us, including, but not limited to, any such liability you owe us under this Agreement to the extent permitted by applicable regulatory requirements. Further, you grant us a lien on and security interest in the funds on deposit in each of your accounts as security for all of your liabilities and obligations to us, now or in the future as permitted by applicable law. You may not grant a security interest in your Account to anyone other than us without our written agreement.

Claims of Loss. If you claim a credit or refund in connection with an unauthorized transaction or other Account error, you agree to cooperate with us in the investigation of the claim, including by providing an affidavit or other information we reasonably request concerning the Account, the transaction, and the circumstances surrounding the claim. We may require you to notify appropriate authorities where required by law or where reasonably necessary to investigate suspected fraud or criminal activity. We will have a reasonable period of time to investigate the facts and circumstances surrounding any claim of loss. You agree that you will not waive any rights you may have to recover your loss against any third party that is obligated to repay, insure, or otherwise reimburse you for the loss, and you will pursue such rights or, at our option, assign them to us. Our liability, if any, will be reduced by the amount you recover or are entitled to recover from such other sources.

No Warranty of Availability or Uninterrupted Use. From time to time, services related to the Platform App or the Account may be inoperative. When this happens, you may be unable to access the Platform App, and you may be unable to use the Account or obtain information about the Account. Please notify us if you have any problems using the Account or Platform App. 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. To the fullest extent permitted by law, we do not make any warranties of any kind related to the Platform App, either express or implied, including but not limited to, implied warranties of merchantability or fitness for a particular purpose.

Amendment. Except as otherwise required by applicable law, we may amend or change the terms and conditions of this Agreement from time to time by posting the amended Agreement on the Platform App. Any such amendment will become effective as required by applicable law, and you will be notified of any amendment(s) in the manner and within the time period required by applicable law prior to the effective date. However, if an amendment is made for security purposes or to comply with legal or regulatory requirements, or is otherwise for your benefit, we may implement it without prior notice to the extent permitted by law.

Customer Service. For customer service or additional information regarding your Account, please contact Platform at:
Phone: +1 (833) 944-3175
Email: support@floatfinancial.com

Communications About Your Account. You agree that we may contact you by phone, chat, or email to service your Account. You agree to provide us accurate contact information. You agree that we may contact you at any phone number, email address, or mailing address that you provide us. When you give us a phone number, you expressly consent that we and our agents may contact you by phone call or text message at that phone number. You agree that we may leave you prerecorded messages and that we may use automated telephone dialing systems when contacting you by phone call or text message at any number you provide us. You agree that we may monitor, record, and retain your communications with us at any time in accordance with applicable law.

11. ARBITRATION

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

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

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

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

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

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

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

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

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

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

12. GOVERNING LAW

Except to the extent governed by federal law, this Agreement shall be governed by the laws of the State of Tennessee, without regard to its conflict-of-laws principles.

13. TERMINATION

We and you each may terminate this relationship unilaterally at any time upon notice, subject to applicable law. We may suspend your Account, Card or this Agreement at any time. To close your Account and Card and terminate this Agreement, please contact us through Platform at the customer service contact information set forth in Section 10.

For you to close your Account, your Account must not have a negative balance or any holds on funds in the Account. When you close your Account and Card, all outstanding items will be processed and posted to your Account or returned unpaid.

Upon termination, Bank will return to you any remaining funds in the Account by electronic transfer to an external account you designate subject to verification and applicable law or in a check mailed to your address on file associated with the Account, provided that you may request the balance to be returned to an external account that you have maintained, including any linked bank account, such request to be granted in our discretion and is subject to verification and applicable law. Allow at least fourteen (14) days for processing of any such balance return.

You agree that we require a reasonable amount of time to make your cancellation effective after you give us notice of cancellation. We will not be liable for any loss or damage that may result from not honoring any items we receive after your Account is closed. All cards and linked bank accounts will be disconnected and no longer available to use in connection with the Account. Your cancellation of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to the effective date of your cancellation.

You understand and acknowledge that even after executing this Agreement and opening an Account, Bank has the right to close your Account and terminate this relationship, and you will have no right to compel Bank to grant access to Bank services, either initially or after an Account is opened. If you terminate your relationship with Platform, the Account will automatically be closed.

Thread Bank, member FDIC, is the issuer of the Card pursuant to a license by Mastercard International Incorporated. Mastercard is a registered trademark of Mastercard International Incorporated.

14. FEE SCHEDULE

The fees listed below apply unless otherwise disclosed to you through the Platform or agreed based on your selected Float plan.

Services / Fee

• ACH – Domestic: $0.00
• Account opening fee: $0.00
• Account maintenance fee: $0.00

Fees may vary by Float plan and may change from time to time in accordance with this Agreement. Any applicable fees will be disclosed to you through the Platform prior to being charged.

SCHEDULE C

FLOAT INTERNATIONAL PAYMENTS TERMS

(Currencycloud Ltd.)

Last Updated: January 9, 2026

TABLE OF CONTENTS

1. THE INTERNATIONAL PAYMENTS SERVICE
2. RELATIONSHIP STRUCTURE
3. PAYMENT INSTRUCTIONS AND EXECUTION
4. FUNDING MODEL
5. COMPLIANCE, KYB/KYC, AND MONITORING
6. REFUNDS, RECALLS, AND DISPUTES
7. DATA PROTECTION AND PRIVACY
8. SECURITY
9. SUSPENSION AND AVAILABILITY
10. GOVERNING LAW
11. QUESTIONS AND SUPPORT

These Float International Payments Terms (the “Terms”) govern your access to and use of Float Financial Solutions Inc.’s (“Float,” “we,” “us,” or “our”) international payments services (the “International Payments Service”).

These Terms form a standalone agreement between Float and the business entity using the International Payments Service (“you” or “Customer”).

The International Payments Service is available to Float customers and may be used solely for business purposes. By using the International Payments Service, you agree to be bound by these Terms.

1. The International Payments Service

1.1 Service Description

The International Payments Service enables you to:

• send and receive international payments, including international wire transfers and other cross-border payments;
• submit payment instructions to Float for execution on your behalf; and
• make payments to, or receive payments from, third-party counterparties outside Canada or the United States.

1.2 Service Providers

Float provides the International Payments Service through one or more regulated third-party payment service providers, including Currencycloud Ltd. and/or its applicable affiliates (“Currencycloud”), a Visa-owned entity.

Certain components of the International Payments Service, including payment execution, foreign exchange, account infrastructure, safeguarding arrangements, sanctions screening, transaction monitoring, fraud prevention, and regulatory reporting, are performed by Currencycloud and other intermediaries under their own regulatory licenses and compliance obligations.

2. Relationship Structure

2.1 Your Relationship with Float

Your contractual relationship for the International Payments Service is with Float. Float is responsible for:

• providing access to the International Payments Service;
• receiving and transmitting your payment instructions; and
• customer support and service communications.
  

2.2 Accounts with Currencycloud

To use the International Payments Service, you may be required to hold one or more business accounts, sub-accounts, or virtual accounts with Currencycloud.

You acknowledge and agree that such accounts:

• exist solely to facilitate international payments through Float;
• are not personal, consumer, or retail bank accounts; and
• are subject to Currencycloud’s regulatory, operational, and compliance requirements.

2.3 No Fiduciary or Escrow Relationship

You acknowledge and agree that, except where funds are required by applicable law to be safeguarded or held in trust prior to execution, Float does not act as a fiduciary, escrow agent, trustee, or financial advisor in connection with the International Payments Service.

Once funds are transferred from Float-controlled systems for the purpose of executing an international payment, such funds are subject to the processes, controls, and requirements of third-party financial institutions, payment networks, and intermediaries. Float does not control, and is not responsible for, the actions or omissions of such third parties beyond its obligations under these Terms.

3. Payment Instructions and Execution

3.1 Authorization

By submitting a payment request through Float, you authorize Float to transmit your payment instructions and related transaction information to Currencycloud, correspondent banks, payment networks, and other intermediaries as necessary to process the transaction.

3.2 Accuracy of Information

You are solely responsible for the accuracy, completeness, and validity of all payment information you provide, including beneficiary details, bank identifiers, routing information, addresses, amounts, and purpose-of-payment information.

Neither Float nor Currencycloud is responsible for delays, losses, rejections, misdirected payments, or failed transactions resulting from inaccurate, incomplete, or inconsistent information provided by you or your authorized users.

3.3 Best-Efforts Execution

International payments are executed on a best-efforts basis only and are subject to:

• applicable Canadian, U.S., and international laws and regulations;
• sanctions screening, anti-money laundering, and counter-terrorist financing controls;
• fraud and transaction monitoring;
• cut-off times, correspondent banking processes, and payment network rules; and
• actions or omissions of third-party financial institutions and payment intermediaries.

Execution times are estimates only and are not guaranteed.

 3.4  Payment Timelines, Cut-Off Times, and Holidays

Processing times for inbound and outbound international payments depend on a variety of factors, including payment method, currency, cut-off times, intermediary banks, payment networks, and regulatory or compliance reviews.

Float publishes general information regarding estimated processing timelines and cut-off times for different payment types through its Help Centre or other customer communications. These timelines are estimates only and are not guarantees.

Payments submitted after applicable cut-off times, on weekends, or on bank or payment-network holidays may be processed on the next applicable business day. Business days may be determined by reference to Canadian federal banking holidays, U.S. banking holidays, and the holiday calendars observed by Currencycloud, correspondent banks, payment networks, or local clearing systems.

You acknowledge that:

• inbound payments may be delayed by the sender’s bank, intermediary banks, or payment processors before reaching Float or Currencycloud;
• outbound payments may be delayed or rejected due to compliance reviews, sanctions screening, or payment network requirements; and
• Float does not control the processing speed or availability of funds once a payment has entered external banking or payment systems.

Float is not responsible for delays caused by third-party financial institutions, payment networks, holidays, force majeure events, or circumstances beyond Float’s reasonable control.

3.5  Exchange Rates and Fees

International payments may involve foreign exchange conversion. Where a payment is initiated in one currency and received in another, any foreign exchange conversion may be effected by the receiving bank, a correspondent bank, or another intermediary financial institution. In such circumstances, the exchange rate applied, together with any related fees, charges, or deductions, is determined solely by the applicable third party, and Float does not determine, control, or guarantee such exchange rate, fees, or deductions.

Float does not guarantee the availability of any specific exchange rate and shall not be responsible for any losses, deductions, discrepancies, or differences in amounts received arising from foreign exchange conversion performed by third-party financial institutions.

Float may, at its discretion, offer foreign exchange conversion services as part of the service in the future. Where Float provides foreign exchange conversion, the exchange rate applied may be determined by Float or its payment partners and may include a spread, markup, or other fee. Any applicable exchange rate, spread, markup, or fee will be disclosed to you through the Services or other applicable customer communications prior to execution of the relevant transaction.

Any exchange rate displayed, referenced, or made available, whether determined by Float or a third party, is indicative only and may change between the time a payment instruction is submitted and the time the payment is executed due to market conditions, processing delays, compliance reviews, or payment network requirements.

4. Funding Model

4.1 Push Funding by Customer

Unless otherwise expressly agreed in writing, the International Payments Service operates on a push-funding model for Customers.

You must proactively fund your Float balanc or approved payment connection before the payment can be executed.

4.2 No Pull Authority from External Accounts

Neither Float nor Currencycloud will pull funds from your external bank accounts to fund international payments unless you have expressly authorized such debits under a separate agreement.

4.3 Float Recovery Rights

Where permitted by applicable law, Float may debit your Float balance or other funds held for your benefit to recover fees, returns, reversals, chargebacks, or other amounts owed in connection with the International Payments Service.

5. Compliance, KYB/KYC, and Monitoring

5.1 Customer Due Diligence

To comply with applicable laws and regulatory obligations, Float and/or Currencycloud may conduct Know Your Business (KYB) and Know Your Customer (KYC) checks, including ongoing monitoring and periodic reviews.

You agree to provide accurate, complete, and up-to-date information when reasonably requested.

5.2 Delegated Compliance

Float conducts its own know-your-business (KYB) and know-your-customer (KYC) checks and ongoing monitoring in connection with the International Payments Service, in accordance with applicable law and Float’s compliance obligations.

In order to provide the International Payments Service, Float may share relevant customer, beneficial ownership, and transaction information with Currencycloud and other payment partners. Currencycloud conducts its own independent KYB, KYC, sanctions screening, and transaction monitoring pursuant to its regulatory obligations and internal compliance requirements.

Currencycloud does not rely solely on Float’s compliance checks and may independently delay, block, reject, freeze, reverse, or report any transaction, or impose additional information requirements, where required by applicable law, regulation, or regulatory guidance.

5.3 Identity Documents

As a general practice, identity documents are not shared in connection with routine transactions. However, identity documents and additional information may be requested and processed where required by applicable law, regulation, or enhanced due diligence obligations.

5.4  Prohibited and Restricted Use

You must not use the International Payments Service for any activity that is prohibited or restricted under applicable law, regulation, sanctions requirements, payment network rules, or Float’s policies, including activities that pose heightened legal, regulatory, financial crime, or reputational risk.

Without limiting the foregoing, the International Payments Service may not be used in connection with:

• industries, products, services, or business models that Float or its payment partners classify as prohibited or restricted;
• activities involving illegal, fraudulent, deceptive, or misleading conduct;
• transactions that violate economic sanctions, export controls, or trade restrictions; or
• transactions where required regulatory approvals, registrations, or licenses are not in place.

Float maintains additional information regarding prohibited and restricted activities in its Help Centre and related policy documentation, which may be updated from time to time. You are responsible for reviewing and complying with those requirements as they apply to your use of the International Payments Service.

Float and its payment partners may, at any time and in their sole discretion, refuse to process, suspend, block, reverse, delay, or investigate any transaction, or suspend or terminate your access to the International Payments Service, where such action is reasonably necessary to comply with applicable law, sanctions requirements, payment network rules, or internal risk and compliance policies.

5.5 Restricted Countries and Sanctions

International payments are subject to economic sanctions, trade restrictions, and country-specific limitations imposed by governmental authorities and payment networks.

You acknowledge and agree that Float and its payment partners may prohibit or restrict payments to or from certain countries, regions, financial institutions, or counterparties, including jurisdictions subject to comprehensive sanctions, regional sanctions, or heightened regulatory risk.

Information regarding restricted or limited jurisdictions is made available through Float’s Help Centre or customer support resources and may change without notice in response to evolving legal, regulatory, or risk considerations.

Float and its payment partners may delay, block, return, freeze, or report any transaction that involves, directly or indirectly, a restricted jurisdiction or counterparty, or that otherwise presents sanctions or compliance risk. Such actions may be taken without prior notice where required or permitted by law.

6. Refunds, Recalls, and Disputes

6.1 Best-Efforts Assistance

Once a payment has been submitted for execution, it may be irrevocable.

Float will use commercially reasonable efforts to assist with recalls, refunds, amendments, investigations, and payment inquiries; however, all such assistance is provided on a best-efforts basis only and depends on third-party banks, payment networks, and counterparties. Recovery of funds is not guaranteed.

6.2 Disputes

Dispute rights and recovery outcomes are determined by applicable payment network rules and the policies of receiving financial institutions.

Float is not responsible for disputes between you and a payment recipient, correspondent bank, or intermediary and does not guarantee resolution in your favour.

7. Data Protection and Privacy

7.1 Information Shared

To provide the International Payments Service, Float may share the following information with Currencycloud and other service providers:

• sender information;
• recipient information;
• transaction details; and
• KYB/KYC information required by applicable law.
  

7.2 Data Protection Roles

For data protection purposes:

• Float acts as a data controller of Customer personal information;
• Currencycloud acts as a data processor when processing information on Float’s instructions; and
• Currencycloud acts as an independent controller where required to meet its own legal and regulatory obligations, including anti-money laundering, sanctions compliance, fraud prevention, and financial crime detection.

7.3 Cross-Border Processing

Your information may be processed or stored outside Canada or the United States, including in jurisdictions where Currencycloud, Visa, or their service providers operate.

Float uses contractual and organizational safeguards designed to ensure that cross-border processing complies with applicable Canadian and U.S. privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and relevant U.S. state privacy laws.

7.4 Visa and Payment Network Processing

Currencycloud is a Visa-owned company. As a result, Visa Inc. and its affiliates may process certain transaction-related and technical information in connection with the operation of payment networks, fraud prevention, security, system integrity, analytics, and compliance with legal and regulatory obligations.

Such processing is conducted by Visa acting as an independent data controller and is governed by Visa’s applicable privacy notices.

Float and its payment partners do not sell Customer personal information and do not use International Payments Service data for third-party advertising or marketing purposes.

By using the International Payments Service, you acknowledge and consent to the processing and disclosure of information as described in this Section as necessary to provide the service, operate payment networks, manage risk, prevent fraud, and comply with applicable law.

8. Security

Float and its payment partners maintain administrative, technical, and physical safeguards designed to protect your information and funds, including encryption, access controls, monitoring, and industry-standard security practices.

9. Suspension and Availability

Float may suspend, limit, or terminate access to the International Payments Service, in whole or in part, without prior notice, where reasonably necessary to comply with law, regulation, sanctions requirements, fraud prevention controls, payment network rules, or risk-management obligations.

10. Governing Law

These Terms are governed by:

• the laws of the Province of Ontario and the federal laws of Canada applicable therein, if you are a Canadian business; or
• the laws of the applicable U.S. state designated by Float, if you are a United States business,

without regard to conflict-of-laws principles.

11. Questions and Support

Questions regarding the International Payments Service or these Terms may be submitted through the Float platform or by contacting Float’s customer support at support@floatfinancial.com. 

Float may update or change its customer support channels from time to time, and the availability of support does not create any service level commitment unless expressly agreed in writing.