THE CAR IQ VEHICLE PAYMENT CARD PROGRAM AGREEMENT

These Car IQ Vehicle Payment Card Program Terms and Conditions (these “Terms”) set forth and govern the terms of the relationship between Account Owner and Bank with respect to the Car IQ Vehicle Payment Card Program (each term as defined below). Account Owner hereby acknowledges that nothing in these Terms establishes a customer relationship between Bank and any person besides the Account Owner, including, without limitation, the Business Administrator or any Authorized User. Account Owner further acknowledges that Authorized Users are its agents and accepts sole responsibility for ensuring that Authorized Users comply with these Terms or any terms or conditions governing Card use established by Account Owner.

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

“Account Owner” or “you” or “your” means the owner of the Fleet that has qualified for and established a Card Account (See Section 5.2 –Establishing an Account).

“Authorized User” means the driver of a participating vehicle in the Fleet or any other designated person authorized by the Business Administrator to use the Card Account on Account Owner’s behalf.

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

“Business Administrator” means any person you designate to administer the Card Account and associated Cards and/or act on your behalf in connection with these Terms, including without limitation designating Authorized Users, funding the Card Account, and setting Card Account limitations (See Section 5.2 –Establishing an Account).

“Card” means the Visa, Mastercard, and Discover branded Car IQ payment card account number issued by Bank that allows you or your Authorized Users to access available funds loaded to the Card Account. Each reference to “Card” also shall include “Cards.” A Card will be a virtual card represented by a 16-digit account number linked to a specific vehicle in the Fleet.

“Card Account” means the account between you and Bank established and governed by this Agreement.

“Fleet” means a vehicle fleet equipped with Car IQ’s vehicle payment technology pursuant to a separate agreement with Car IQ and which is owned or managed by the Account Owner.

“Payment Card” means a virtual credit or debit card belonging to the Account Owner.

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

“Sub-Account” means that portion of the Card Account that the Business Administrator has given an Authorized User the ability to access pursuant to the procedures set forth in this Agreement (See Section 5.5 – Authorized User Eligibility and Consents).

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

“Website” means www.gocariq.com, the Car IQ mobile app and the Car IQ admin portal.

AN AUTHORIZED USER CANNOT USE A CARD YOU HAVE PROVIDED THEM TO PERFORM TRANSACTIONS UNTIL YOUR BUSINESS ADMINISTRATOR HAS ASSIGNED THAT CARD TO A VEHICLE AND A DESIGNATED SUB-ACCOUNT HAS BEEN CREATED PURSUANT TO THESE TERMS. YOU HEREBY REPRESENT AND WARRANT THAT EACH AUTHORIZED USER SHALL COMPLY WITH THESE TERMS AND YOU ACCEPT SOLE AND COMPLETE RESPONSIBILITY FOR THE ACTIONS OF SUCH USERS.

TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY, AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THESE MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR THE NAME, ADDRESS, EMPLOYER IDENTIFICATION NUMBER AND ORGANIZATIONAL DOCUMENTS OF THE ACCOUNT OWNER AND THE NAMES, ADDRESSES, DATES OF BIRTH, AND OTHER INFORMATION CONCERNING EACH PRINCIPAL OWNER THAT WILL ALLOW US TO IDENTIFY THE ACCOUNT OWNER AND ITS PRINCIPAL OWNERS. WE MAY ALSO ASK TO SEE A COPY OF EACH PRINCIPAL OWNER’S DRIVER’S LICENSES OR OTHER IDENTIFICATION DOCUMENTS.

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

Account Owner’s consent to receive Communications electronically will remain in effect until Account Owner withdraws it. Account Owner may withdraw their consent to receive further Communications electronically at any time by contacting us at support@gocariq.com. If Account Owner withdraws their consent to receive Communications electronically, we reserve the right to close your Card Account and return your remaining Card Account balance as set forth in this Agreement (in which case Authorized Users will no longer be able to use a Card Account or participate in the Program, except as expressly provided in this Agreement) or charge you a fee for paper copies of Communications. Any withdrawal of Account Owner’s consent to receive Communications electronically will be effective only after we have a reasonable period of time to process Account Owner’s withdrawal. Please note that Account Owner’s withdrawal of consent to receive Communications electronically will not apply to Communications electronically provided by us to Account Owner before the withdrawal of Account Owner’s consent becomes effective.

In order to ensure that we are able to provide Communications to Account Owner electronically, Account Owner must notify us of any change in their e-mail address by updating Account Owner’s profile on the Website.

Account Owner should print and save or electronically store a copy of all Communications that we send to you electronically. We reserve the right to assess a fee for any such paper copy.

In order to access and retain Communications provided to Account Owner electronically, Account Owner must maintain a valid email address and a Current Version of a commercially available internet browser and a Current Version of a program that accurately reads and displays PDF files. “Current Version” means a version of the software that is currently being supported by its publisher.

We reserve the right, in our sole discretion, to communicate with Account Owner in paper form. In addition, we reserve the right, in our sole discretion, to discontinue the provision of electronic Communications or to terminate or change the terms and conditions on which we provide electronic Communications. Except as otherwise required by applicable law, we will notify Account Owner of any such termination or change by updating this Agreement on the Website or delivering notice of such termination or change electronically.

By designating any individual as a “Business Administrator,” you acknowledge and agree that the actions or omissions of any Business Administrator shall be taken on your behalf and you shall be fully responsible and liable for such actions or omissions as if they were your actions or omissions of Account Owner.

In order to establish a Card Account, the Account Owner must:

(i) designate, via the Website, a Business Administrator to act on your behalf in connection with these Terms and authorize that person to fund the Card Account for use by Authorized Users and otherwise administer the Card;

(iii) agree to these Terms, as may be amended from time to time as set forth on the Website in accordance with applicable law;

(iv) Provide the Payment Card or Bank Account (as defined below) information via the Website; and

(v) Provide us with the information requested to verify the identity of the Account Owner.

By requesting, activating or using a Card or by using or authorizing the use of the Card, you represent and warrant to us that:

(i) You have received a copy of these Terms and agrees to be bound by and to comply with them and understand that they are subject to change in accordance with applicable law;

(ii) You are duly organized, validly existing and in good standing under the laws of the state in the United States of your formation;

(iii) You are duly qualified and in good standing to do business in all jurisdictions where you conduct your business;

(iv) You have all necessary organizational power and authority to establish the Card Account, enter into these Terms, to perform all of the obligations to be performed by you under these Terms, and none of those actions will conflict with any other agreement to which you are a party;

(v) all personal and business information you provide to us in connection with the Card Account is true, correct and complete;

(vi) the individual accepting and agreeing to these Terms on your behalf possess the requisite corporate authority to so act;

(vii) the Business Administrator you designate will be a citizen or permanent resident of the United States and is at least 18 years of age (or older if residing in a state where the majority age is older) and shall possess all necessary organizational power and authority to act on your behalf;

(viii) the Business Administrator had the requisite power and authority to authorize Authorized Users to use the Card Account; and

(ix) the Card Account will only be used for business purposes and not be used for personal, family or household purposes.

Subject to the limitations set forth in this Agreement, the Business Administrator may only add funds to the Card Account as described in this Section 5.3. Business Administrator may not add funds to the Card Account by sending personal checks, cashier’s checks, or money orders to the Bank. The Bank will return all checks and money orders unless the Card Account has a negative balance, in which case the Bank may, in its sole discretion, apply the proceeds of the check or money order towards the negative balance of the Card Account.

The Business Administrator may authorize us to electronically debit Account Owner’s designated deposit account at Account Owner’s designated U.S. depository financial institution (“Bank Account”) via the Automated Clearinghouse Network (“ACH”) for a specified amount on a one-time or recurring basis and add such amount to the Card Account. The Business Administrator may provide such authorization and Account Owner’s Bank Account information via the Website. Amounts debited from the Bank Account will be added to the Card Account generally within three business days of when we receive the authorization and all required consents and information.

The Business Administrator may authorize us to change your Payment Card, directly or through our authorized service providers, for a specified amount on a one-time or recurring basis and add such amount to the Card Account. The Business Administrator may provide such authorization and Payment Card information via the Website. Amounts charged to the Payment Card will be added to the Card Account or applicable Sub-Account and available for transactions generally within one business day of when we receive Business Administrator’s authorization and all required consents and information.

Transactions approved and processed with the Card may only be used to purchase goods and services for business purposes of Account Owner and cannot be used for personal, family or household purposes.

Prior to distributing any Card to an Authorized User, you shall ensure that each Authorized User (i) is legally authorized to work in the United States and at least 18 years of age (or older if residing in a state where the majority age is older); and provides, or agrees that the Business Administrator may provide, all requested information, such as the Authorized User’s name, email address, and such other information as we may request from time to time (collectively, “User Information”). You represent and warrants that all User Information you provide to us shall be truthful, accurate, current, and complete. You further agree to notify us promptly and in writing of changes to any User Information. When the Business Administrator requests that we revoke the permission of any Authorized User as described in Section 5.6, that Authorized User will no longer be able to use any Card in their possession once such request has been acted on. We are entitled to assume that Account Owner’s business records relating to each Sub-Account are true and correct at all times.

The Business Administrator must modify the settings on the Website or notify Customer Service to revoke permission for an Authorized User to use the Cards. Any revocation of such permission will be effective only after we have a reasonable period of time to process Authorized User’s withdrawal.

You must notify us at 150 California Street, Suite 1025, San Francisco, CA 94111, or via e-mail at support@gocariq.com to revoke permission for any Business Administrator to administer the Card Account. Such revocation will be effective once we have processed the request, which may take a reasonable amount of time.

The Card is a transaction debit card issued by the Bank. The Card is not a credit card. The Card is not a gift card. The Card remains our property and must be returned to us upon our request. To the extent permitted by applicable law, we may cancel, repossess, or revoke the Card at any time without prior notice. The Card cannot be redeemed for cash. The Card is not for resale and may not be transferred or assigned.

You acknowledge and agree that the value available in your Card Account is limited to the funds that have been added to your Card Account as described by the funding process as described in Section 5.3 (Funding of the Card Account). You will not receive any interest on the funds in your Card Account.

The Business Administrator or its agent must authorize every vehicle to transact before a Card is assigned to it and a related Sub-Account is created.

There are no fees associated with the use of your Card. Please refer to your agreement with Car IQ for information on fees associated with your use of the Car IQ Vehicle Payment Program.

The Card Account is a commercial Card Account and does not provide consumer protections for lost or stolen Card Accounts or unauthorized transactions. Treat the Card Account like cash. Until the Business Administrator or Authorized User reports a Card as lost or stolen or reports an unauthorized transaction on a Card Account, Account Owner is fully responsible for all transactions, even if the Card is lost, stolen or used for unauthorized transactions. Contact Customer Service at (510) 560-5006 IMMEDIATELY if the Business Administrator or an Authorized User believes: (a) a Card or its assigned vehicle has been lost or stolen, (b) someone has gained unauthorized access to any Access Information, or (c) someone has transferred or may transfer funds from the Card Account without the Business Administrator’s or Authorized User’s permission. Reporting a lost or stolen Card or vehicle or unauthorized transactions through support@gocariq.com or by logging into the Website to deactivate the Card is the best way to minimize possible losses. Unless we have authorized a transaction after a Card Account is blocked (See Section 5.27 – Our Liability to Account Owner), Account Owner is responsible for all unauthorized transactions initiated and fees incurred from the unauthorized use of a Card Account. Failure to promptly notify us could result in the Account Owner losing ALL of the money in the Card Account.

The Card Account may not be used for ATM cash withdrawals or cash back at the point-of-sale and may not be used for business payroll payments. An Authorized User may use your Card to make purchases at any participating merchant that accepts Visa, Mastercard, or Discover debit cards or debit cards of other networks in which the Bank participates, subject to the available Card Account balance, the transaction limits and transaction restrictions outlined below, and the other terms and condition of this Agreement. Each time an Authorized User uses the Card, you authorize us to reduce the value available in your Card Account by the amount of the transaction and any applicable fees. An Authorized User is not allowed to exceed the amount of the available funds in your Card Account through an individual transaction or a series of transactions. Nevertheless, if a transaction exceeds the amount of available funds in your Card Account, you will be fully liable to us for the full amount of the transaction and any applicable fees. We may refuse to process a transaction, or temporarily “freeze” a Card Account and attempt to contact the Business Administrator if we notice transactions that are unusual or appear suspicious, or use of the Card Account that are not consistent with its intended use.

When an Authorized User uses the Card or Card number to initiate a transaction at certain merchant locations such as hotels, restaurants and gas stations, where the final purchase amount is unknown at the time of authorization, a hold may be placed on the available funds in the Card Account for an amount equal to or in excess of the final transaction amount. The funds subject to the hold will not be available to the Account Owner or Authorized User for any other purpose until the merchant sends us the final transaction amount. Once we receive the final transaction amount, it may take up to seven days for the hold to be removed. During that period, the Account Owner and Authorized User will not have access to the funds subject to the hold.

The maximum amount that can be spent using your Card Account limited to lower of: (a) the limits set by the Business Administrator and (b) limits set forth by the Bank. The Bank’s limits are: (1) maximum amount that can be spent using your Card Account is $10,000 per day, (2) the maximum amount that can be spent using your Card Account in any thirty-day period is $30,000, (3) the maximum amount that can be loaded to your Card Account is $10,000 per day, and (4) the maximum amount that can be loaded to your Card Account in any thirty-day period is $30,000. In order to protect your Card Account, we may temporarily impose limits on the dollar amount, number, and type of transactions performed using your Card and your Card Account. To the extent permitted by applicable law, we reserve the right to: (a) change the transaction limits; (b) limit, block, or place a hold on certain types of transfers or transactions: and (c) limit, suspend, or block transfers from particular persons, entities, or Card Accounts.

You may not use your Card for online gambling or illegal transactions. The Business Administrator may restrict transactions based on Merchant Category Code or Merchant ID. We may refuse to process any transaction we believe violates the terms of this Agreement.

You are responsible for all transactions initiated and fees incurred by use of a Card Account. If the Business Administrator or an Authorized User permits another person to have access to a Card Account, we will treat this as if the Business Administrator has authorized such person to use the Card Account, and you will be liable for all transactions and fees incurred by such person, even if they exceed the authorization granted. Account Owner will further be responsible for any transactions made and any fees incurred by the Authorized User even if the Authorized User exceeds the scope of the authority you have granted to them. If the Business Administrator wants to withdraw permission for an Authorized User to use a Card, then transactions made with the Card will be considered unauthorized only after the Business Administrator notifies us that the person is no longer authorized to use the Card Account.

Business Administrator is responsible for knowing the amount of available funds in the Card Account and ensuring there are sufficient funds to cover daily transactions by the Authorized Users in the Card Account. If there are not sufficient funds in the Card Account to cover a transaction amount, the transaction will be declined. If an Authorized User does not have sufficient funds in the Card Account, they can request that the merchant charge a part of the purchase to the Card Account and pay the remaining amount with cash or another Card Account. These are called “split transactions.” Some merchants do not allow cardholders to conduct split transactions. You acknowledge and agree that the funds available to perform transactions are limited to the available funds that have been added to the Card Account and are not subject to hold. Neither you nor any of your Authorized Users may use any funds added to the Card Account in error. Any transaction that could create a negative balance for the Card Account is not permitted, but may occur in limited circumstances. Adjustments may be made to the Card Account to reverse an error, reflect a merchant adjustment, or resolve a dispute regarding a transaction posted to the Card Account. These processing and adjustment entries could cause your Card Account to have a negative balance. If a Card Account has a negative balance, you agree: (a) that the balance of Card Account can be adjusted to reflect that amount; (b) that we may automatically apply any subsequent deposits to the Card Account to satisfy the negative balance and (c) to pay us on demand by a personal check, money order, or other payment method authorized by us for the amount of the negative balance. If no future funds are added to the Card Account, we may send you a notice explaining the reason for the adjustment and requesting payment by a personal check, money order, or other payment method to satisfy the negative balance. Payments should be mailed to us at the address provided below or the address stated in the applicable notice.

The Business Administrator may obtain information about the available funds in the Card Account and a 60-day history of the Card Account transactions on the Website

If the Business Administrator provides an email address to us, we will send the Business Administrator important notices via email about the Card Account. In addition, if the Business Administrator provides a mobile phone number or other text message address to us, we will assume that you have obtained all required express consent of such persons to receive text messages relating to the Card Account at that number or address and you further accept all legal responsibility for maintaining such consent. The Business Administrator may change the frequency of notifications at any time by updating their notification setting on the Website. Third-party data and message fees may apply.

If an Authorized User makes a purchase using your Card in a currency other than in U.S. dollars, the amount deducted from the available funds in the Card Account will be converted by Visa into U.S. dollars. The applicable exchange rate will be selected Visa from the range of rates available in wholesale currency markets for the applicable central processing date, which may vary from the rate Visa itself receives or the government-mandated rate. The exchange rate used on the central processing date may be different than the rate that was in effect on the date you performed the transaction.

An Authorized User should get a receipt for each Card transaction and you agree to retain, verify, and reconcile your Card transactions against those receipts.

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

The privacy and security of non-public personal information is very important to us. We safeguard the information we collect regarding the employees and agents of our business customers in a manner consistent with how we safeguard customer information. You agree that we. may disclose information to third parties about the Business Administrator and Authorized Users, your Card Account, and Card transactions: (a) to effect, administer, or enforce a transaction requested or authorized by you; (b) with Account Owner’s, Business Administrator’s, or relevant Authorized User’s consent or in accordance with our Privacy Policy; (c) to protect against or prevent actual or potential fraud, unauthorized transactions, or other liability; and (d) to comply with government agency or court orders; (e) as permitted and required by applicable law.

All Cards have an expiration date. If there is a positive balance of funds in your Card Account upon expiration of your Card and your Card Account is in good standing, we may issue you a new Card. We may also issue you a new Card when the Card expires even if you have no funds in your Card Account.

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

Call Customer Service at (510) 560-5006, or email us at support@gocariq.com as soon as you think an error has occurred involving your Card Account. We must hear from you no later than 60 days after the earlier of the date you electronically accessed your Card Account, if the error could be viewed in your electronic transaction history, or the date we sent the FIRST written transaction history on which the error appeared. When you send us notice of an error involving your Card Account, you will need to tell us: (a) Account Owner’s name, your name; (b) why you believe there is an error and the dollar amount involved; and (c) approximately when the error took place. We will review the information submitted in a commercially reasonable manner, but given that the Car IQ Vehicle Payment Card Program implements a commercial product, you are not entitled to and we are not obligated to follow the requirements or obligations of the Electronic Funds Transfer Act and Regulation E, which only apply to consumer transfers. If you need more information about our error resolution process, contact Customer Service at support@gocariq.com.

To the extent permitted by applicable law, we may assign these Terms without your consent. You may not assign or transfer your Card or Cards, your Card Account, or these Terms without our prior written consent.

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

Subject to applicable law, we may add to, delete, or amend this Agreement at any time in our sole discretion without providing notice to you. We reserve the right, subject to applicable law, to deliver to you any notice of changes to existing terms or the addition of new terms by posting an updated version of this Agreement on the Website or delivering notice of changes electronically. By continuing to participate in the Program, you consent to be bound by the updated Terms.

These Terms constitutes the entire and sole agreement between you and us with respect to the Program and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Program.

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

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

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

From time to time, services related to the Program may be inoperative. When this happens, you may be unable to access the Website and Authorized Users may be unable to use the Card or obtain information about the Card. Please notify us if you have any problems using the Card or the Website. You agree that we will not be responsible for temporary interruptions in service due to maintenance, website changes, or failures, nor shall we be liable for extended interruptions due to failures beyond our control, including but not limited to the failure of interconnecting and operating systems, computer viruses, forces of nature, labor disputes and armed conflicts.

We shall have no liability to you if we are unable to complete a transaction for any reason beyond our control. Except as otherwise expressly provided in this Agreement or as otherwise required by applicable law, we, our affiliates, and the parties with whom we contract in order to offer the Cards, your Card Accounts, and related services are neither responsible nor liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating in any way to the Cards, your Card Accounts, any products or services purchased using Card Accounts, or this Agreement (as well as any related or prior agreement that you may have had with us).

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

For any and all controversies, disputes, demands, claims, or causes of action between Account Owner and us (including the interpretation and scope of this Section 5.39 and the arbitrability of the controversy, dispute, demand, claim, or cause of action) relating to the Program, Card Accounts, or these Terms (as well as any related or prior agreement that Account Owner may have had with us), Account Owner and we agree to resolve any such controversy, dispute, demand, claim, or cause of action exclusively through binding and confidential arbitration and the terms of this Section 5.39. The arbitration will take place in the federal judicial district located in the borough of Manhattan, New York, New York, or in the alternative, may be conducted electronically at your request. As used in this Section, “we” and “us” mean Bank and its subsidiaries, affiliates, predecessors, successors, and assigns and all of its and their respective employees, officers, directors, agents, and representatives. In addition, “we” and “us” includes any third party providing any product, service, or benefit in connection with the Card Accounts or these Terms (as well as any related or prior agreement that Account Owner may have had with us) if such third party is named as a co-party with us in any controversy, dispute, demand, claim, or cause of action subject to this Section.

Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator from the American Arbitration Association (“AAA”) with substantial experience in resolving commercial contract disputes. As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”). Notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief in federal court if it has jurisdiction or, if it does not, in a state court located in the federal judicial district of Account Owner’s principal place of business residence in order to maintain the status quo pending arbitration, and each party hereby agrees to submit to the exclusive personal jurisdiction of the courts located within the federal judicial district of Account Owner’s principal place of business for such purpose. A request for interim measures will not be deemed a waiver of the obligation to arbitrate.

Account Owner agrees to the following in connection with any arbitration: (a) no class or similar group arbitration will be permitted; (b) the arbitration will be confidential, and neither Account Owner nor we may disclose the existence, content, or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (c) subject to Section 5.37 (Limitation of Liability), the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (d) each party will pay its own attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law.

Account Owner understands and agrees that, by agreeing to these Terms:

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

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

Account Owner, the Business Administrator, and Authorized Users may contact Customer Service at support@gocariq.com.