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ELECTRONIC FUNDS TRANSFER AGREEMENT   

THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE

Dated: September 22, 2016. Any subsequent changes to this Electronic Funds Transfer Agreement will be dated and can be found and read in the corresponding Electronic Funds Transfer Agreement on the ProPay website.

This Agreement is made and entered into by and between ProPay, Inc., and you, the ProPay or ProPay Payments Account holder.

Certain Definitions.
In this Agreement, the words "you" and "your" refer to the person who has applied for and accepted or used a ProPay Account or ProPay Payments Account, including any authorized user of the Account. "ProPay Account," "ProPay Payments Account," or "Account" refers to the Account set-up by ProPay that includes the capability to transfer funds electronically. "ProPay, Inc.," "ProPay," "we," "our," and "us" refer to ProPay USA, Inc., a Utah Corporation and its corporate partners or affiliates. "Banking Partner" refers to the bank sponsor through which ProPay will submit any Automated Clearing House ("ACH") electronic funds transfer request. "ACH Credit" refers to a transaction which electronically transfers funds from your Account to an account at a financial institution, while an "ACH Debit" refers to a transaction which electronically transfers funds to your Account from an account at a financial institution. "ACH Item" refers to an ACH credit, an ACH debit, or both. The words "Intra-ProPay Transfer" refer to an electronic transfer of funds between any type of an Account held with ProPay and any other ProPay Account. The words "business day" means every Monday through Friday, except Federal and Utah state holidays. "Affiliation" or "Affiliation Status" refers to the relationship between you and a third party entity with which ProPay has entered into an agreement for special terms and/or pricing ("Affiliated Company"). The headings in this Agreement are for convenience of reference only and will not govern the interpretation of the provisions hereof. Unless it would be inconsistent to do so, words and phrases used in this document should be construed so the singular includes the plural and the plural includes the singular.

Sections Included in this Document:


1. Checking Account
2. Required Checking Account Validation
3. ACH Transactions
4. Intra-ProPay Transfers
5. Error Resolution
6. Warranties
7. Indemnification
8. Miscellaneous Provisions

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1. Checking Account. You may establish and maintain a checking account as described in your Account profile, or, if not to your account on file, another account as indicated in writing to ProPay, to facilitate the transfer of funds due to you from your Account. As part of this agreement, you irrevocably authorize ProPay to debit your Checking Account for any fees, payments or penalties you owe or may owe ProPay relating to ACH or Intra-ProPay transactions. You authorize ProPay to initiate reversal or adjustment entries and initiate or suspend such entries as may be necessary to grant you conditional credit for any entry.

2. Required Checking Account Validation.
In order to add funds to your Account, from your checking account, you must first register a checking account in your Account profile. Registering a checking account in your Account profile is not required before withdrawing funds from your Account into your checking account or withdrawing funds from your Account to another checking account.

When registering a checking account in your Account profile, you will be required to enter your bank name, the routing number of your bank, and your checking account number. Once this information is entered, you will be required to validate that the routing number and checking account number are correct and that you have the proper authorization to access the account. The process of validating your checking account occurs in one of two ways depending on your Account type and affiliation status:

1. You will be required to verify the amounts of two small deposits that ProPay will make into your checking account. This process may take 2 to 7 business days for the deposits to be credited in your checking account. When you receive your bank statement, find the two deposits. You may also be able to learn the amounts of the deposits from your bank's automated phone system or web site, if available. Once you know the two deposit amounts, login to your Account and enter the two amounts as directed.

2. You will be required to make at least two transfers from your Account into your checking
account, and receive at least one direct commission deposit into your Account (if you are affiliated with an organization that has requested commission payment capability into your Account).

Once one of these two validation methods is completed, you will then be able to add funds into your Account from your checking account. Both of these methods are intended to demonstrate that you have the proper custodianship over the checking account from which you will be adding funds into your Account.

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3. ACH Transactions.
When you request ProPay to add funds to your Account from your checking account, withdraw funds from your Account into your checking account, or withdraw funds from your Account to another checking account, you are requesting an electronic funds transfer through the ACH system. By doing so, you authorize ProPay to initiate, process, transmit, and settle through a Banking Partner, an ACH debit or credit in the amount that you specify. You agree that your ACH requests are accurate, timely, and have been authorized by the party into whose account the credit will be made, or by the party from whose account the debit will be made. Your authorization will remain in effect after termination of this Agreement and until ProPay has received written notice terminating this authorization and all your obligations to ProPay have been paid in full.

a. Adherence to ACH Rules.
You agree to be bound by the rules of the National Automated Clearing House Association ("NACHA") in effect as they may be amended from time to time. You also agree not to request an ACH transfer that violates the laws of the United States, which include, but are not limited to, sanctions enforced by the Office of Foreign Assets Control ("OFAC").

b. ACH Returns, Rejections, Cancellations, and Acceptance. You may be charged a fee (see Exhibit 1 for a schedule of fees) for any ACH transactions that result in a returned ACH item, such as, but not limited to, those caused by insufficient funds in your checking account, closure of your checking account, or if the bank account number or other information you provided is incorrect. ProPay reserves the right to resubmit for collection any ACH item authorized by you that is returned.

ProPay may reject any entry that does not comply with requirements outlined in this Agreement. We will notify you within 2 business days from the day the rejected entry would otherwise have been transmitted. ProPay may resubmit any rejected ACH item up to 3 times.

Upon written request, ProPay will attempt to cancel an entry before transmitting it. However, ProPay shall have no liability if the effect of cancellation fails.

ProPay is not responsible or liable in any way for any entry not accepted by ProPay's Banking Partner.

c. Provisional Credits. All credits to your Account resulting from an ACH debit are provisional until final settlement is made through a Federal Reserve Bank. If ProPay does not receive final settlement, you will refund ProPay the amount of any such entry.

d. Accuracy of Information. You acknowledge that if a financial institution name and number are incorrect or inconsistent, we may rely on the identifying number alone, even if the number identifies a financial institution, person, or account other than the one named.

e. Fees. You will pay ProPay fees for services in accordance with Exhibit 1 - Schedule of Fees, which is incorporated into this Agreement by reference. Such fees will be calculated and debited from amounts due to you under the ProPay Account concurrently with transaction activity, or will be netted out from the funds due you under this Agreement.

You will immediately pay ProPay any amount incurred by ProPay attributable to the transfer of funds pursuant to this Agreement, including but not limited to non-sufficient fund fees that overdraws amounts due to you under the ProPay Account, Reserve Account, or at any other financial institution for any amount you owe ProPay under this Agreement or under any contract now existing or later entered into between you and ProPay.

You may also be subject to different fees and limitations other than those set forth in Exhibits 1 and 2 relating to ACH transactions, if the ACH transactions are submitted to your ProPay Account, on your behalf, by an approved affiliate utilizing ProPay's XML interface. These fees are published by the affiliate that submits the transactions on your behalf. These fees supercede the fees set forth on Exhibit 1 and are therefore binding upon you.

f. Transfer Amount Limitations.
For a listing of current limitations associated with the electronic transfer of funds, see Exhibit 2 - Schedule of Limitations, which is incorporated into this Agreement by reference. Currently, ProPay limits the amount you are allowed to add to your Account from your checking account. If you wish to increase the limitations allowed after an introductory period deemed appropriate by ProPay, please contact a customer service representative.

ProPay, in its sole discretion, reserves the right to limit the maximum amount of funds you are allowed to add to your Account from your checking account to an amount even less than the current amount identified in Exhibit 2. ProPay also, in its sole discretion, reserves the right to limit the maximum amount of funds you are allowed to withdraw from your Account into your checking account, and/or withdraw from your Account to another checking account.

For fraud and anti-money laundering purposes, ProPay reserves the sole and exclusive right to review large electronic transfer of funds to or from your Account before releasing the funds. ProPay also reserves the right to refuse any transfer of funds at our discretion.

g. Type of Bank Account Required and Change Limitation. You may only use a checking account of a financial institution located in the United States of America ("US") or US Territories (Puerto Rico, Guam, American Samoa, and the US Virgin Islands). The electronic transfer of funds to or from a foreign bank or the branch of a foreign bank in a territory of the United States is also prohibited. The term foreign bank does not include: (i) A U.S. agency or branch of a foreign bank; and (ii) An insured bank organized under the laws of a territory of the United States, Puerto Rico, Guam, American Samoa, or the U.S. Virgin Islands. The electronic transfer of funds to or from a savings account is also prohibited. Please ensure that the bank routing and the checking account numbers are correct or you may be subject to a fee (see Exhibit 1 - Schedule of Fees). If you have any doubt as to the accuracy of the bank routing or the checking account numbers, please call your bank for verification.

You may change the checking account in your Account profile, but no more than once every 90 days.

h. Potential Liability. You can inspect your transaction history at any time by logging in to your Account online and selecting one of the available reporting functions. It is very important that you contact ProPay at once if you believe your user ID or password has been compromised, or if someone has transferred, or may transfer funds using your Account without your permission. Under applicable ACH regulations, the extent of your liability for an unauthorized transaction may be determined by your promptness in notifying ProPay if someone has gained access to your password, or if any transaction shown in your account history reports is incorrect or unauthorized. Notifying ProPay quickly limits your liability:

1. ProPay will reimburse you for loss from an unauthorized ACH transaction that is originated through ProPay that occurs within 60 days after the transaction you claim is unauthorized is posted to your account history reports, or within 60 days after you otherwise become aware of unauthorized access to your account. ProPay shall not be liable to you for: (a) any indirect, special or consequential damages (under contract or tort theories of law), including damages for lost revenue, lost profit or other economic damage, as a result of the breach of this Agreement, even if ProPay has been advised or has foreseen the possibility of such damages or (b) any losses caused by your acts or omissions.

2. If you do not notify ProPay within 60 days after receiving notice, you may not recover any funds that you lost after the 60 days, if ProPay can prove that the loss could have been stopped or avoided if you had notified ProPay within that time. If a good reason (such as an extended vacation or medical event) kept you from notifying ProPay, the 60-day time period may be extended by ProPay in its sole discretion.

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4. Intra-ProPay Transfers.
When you request ProPay to transfer funds from your ProPay Account to another ProPay Account or ProPay Payments Account, or from your ProPay Payments Account to a ProPay Account or ProPay Payments Account, you are requesting an Intra-ProPay funds transfer. By doing so, you represent that your transfer requests are accurate, timely, and authorized for ProPay to make such a transfer. Your request must be in the form required by ProPay. You must identify the Account into which to transfer funds by the Account holder's e-mail address. If the e-mail address belongs to a ProPay Account or ProPay Payments Account holder, the funds will immediately transfer from your Account to the Account you specified. If the e-mail address does not belong to a ProPay Account or ProPay Payments Account holder, the transfer request may be denied.

a. Liability and Obligations.
ProPay assumes no liability for any unauthorized transfer request and the attendant transfer of funds, unless and until ProPay receives appropriate and timely notice by you of the unauthorized transfer requests. ProPay will have no obligation to transmit entries if ProPay believes, in its sole discretion, that the funds are unavailable or the entry is invalid or subject to reversal, or if you are in default of this Agreement. You also understand that ProPay will not, and has no obligation to, confirm the validity of the recipient or the underlying transaction pursuant to which the funds are transferred.

b. Accuracy of Information.
You acknowledge that if the e-mail address is inconsistent or incorrect, payment of the entry may still be made on that basis.

c. Fees.
You will pay ProPay fees for services in accordance with Exhibit 1 - Schedule of Fees, attached hereto and incorporated into this Agreement by reference. Such fees will be calculated and debited from amounts due to you from your ProPay Account and/or ProPay Payments Account concurrently with transaction activity, or will be netted out from the funds due you under this Agreement.

You will immediately pay ProPay any amount incurred by ProPay attributable to this Agreement, including but not limited to non-sufficient fund fees that overdraws amounts due to you under the ProPay Account or Reserve Account for any amount you owe ProPay under this Agreement or under any contract now existing or later entered into between you and ProPay.

You may also be subject to different fees and limitations other than those set forth in Exhibits 1 and 2 (also attached hereto and fully incorporated herein by reference) relating to Intra-ProPay transfers, if the Intra-ProPay transfers are submitted to your ProPay Account, on your behalf, by an approved affiliate utilizing ProPay's XML interface. These fees are published by the affiliate that submits the transactions on your behalf and are therefore binding upon you.

d. Transfer Amount Limitations. For a listing of current limitations associated with Intra-ProPay funds transfers, see Exhibit 2 - Schedule of Limitations, which is incorporated into this Agreement by reference. ProPay reserves the right to limit the maximum amount of Intra-ProPay funds you are allowed to transfer.
For fraud purposes, ProPay reserves the right to review large Intra-ProPay funds transfers before releasing the funds. ProPay also reserves the right to refuse any Intra-ProPay funds transfers at our discretion.

e. Reversals, Rejections, and Acceptance. ProPay may reverse any entry if it believes, in its sole discretion, that the entry may be subject to dispute or reversal. You understand and agree that your request to transfer funds is final and irrevocable, that you have no right to reverse or stop such an entry once the entry is communicated to ProPay, and you hereby waive any right you may have of recourse against ProPay or to dispute or reverse a request to transfer funds. An Intra-ProPay funds transfer under this Agreement is the equivalent of sending cash to the recipient. ProPay has no obligation whatsoever to any proposed recipient of funds. In the event of any dispute between you and a funds recipient, you agree that such dispute will be settled between you and the proposed recipient, and you hereby indemnify and hold harmless ProPay against all liabilities, claims and damages incurred by and brought against ProPay by any third party arising out of this Agreement, including but not limited to reasonable attorneys' fees and costs. ProPay may reject any entry that does not comply with requirements outlined in this Agreement. We will notify you within 2 business days from the day the rejected entry would otherwise have been transferred.

f. Consent to Disclosure of ProPay Account Balance Information and Authorization of Transfers.
If you have an Affiliation as an independent contractor of an Affiliated Company that uses ProPay’s SpendBack service, which displays the balance in your ProPay Account when you are purchasing goods or services from the Affiliated Company’s website, you consent to ProPay providing the balance in your ProPay Account to the Affiliated Company, and to the Affiliated Company viewing the balance in your ProPay Account. If you complete the purchase of the goods or services from the Affiliated Company, you consent to the transfer of funds from your ProPay Account to the Affiliated Company, as governed by the terms and conditions of the payment between you and the Affiliated Company. If you are no longer an independent contractor of an Affiliated Company, please contact ProPay’s Customer Service and this authorization will be revoked as your ProPay Account is changed to a status that is not affiliated with the Affiliated Company.

5. Error Resolution. You agree to the terms of the ProPay Error Resolution Policy as amended from time to time, which may be obtained upon request or at: http://www.propay.com/legal-agreements/error-resolution-policy/, and which is incorporated into this Agreement by reference as if fully set forth herein.

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6. Warranties. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, PROPAY MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THE AGREEMENT, PROPAY EXPRESSLY DISCLAIMS, AND YOU EXPRESSLY WAIVE, ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO DESCRIPTIONS OR SPECIFICATIONS, WHETHER OR NOT INCORPORATED INTO THIS AGREEMENT, SHALL CONSTITUTE WARRANTIES OF ANY KIND.

7. Indemnification.
You shall indemnify and hold harmless ProPay and its Banking Partner(s) for any action they take with respect to your Account, including funds in any Operating Account, and/or Reserve Account, and/or Cardfunding Account You will also indemnify and hold harmless the Bank Partner(s) for acting in accordance with any instruction from you or ProPay regarding your Account. Further, you shall indemnify and hold harmless ProPay and its Banking Partner(s), its employees, officers, directors, shareholders and agents from any and all loss, cost, expense, claim, damage and liability (including attorneys' fees and costs) paid or incurred by any one or more of them, arising from, caused by, or attributable to, any of the following:

1. Any and all claims or damages made by third parties arising out of this Agreement, including but not limited to all attorneys' fees and costs paid or incurred by ProPay in the enforcement of the Agreement and those resulting from any transaction processed under this Agreement, or any breach by you of this Agreement and those related to any bankruptcy proceeding;

2. Willful misconduct, fraud, intentional tort or negligence by you or that of your employees, agents or representatives;

3. Any and all claims or damages by you which are the result of theft, embezzlement, unauthorized use, transfer or withdrawal of funds with respect to your Account.

8. Miscellaneous Provisions.

Entire Agreement. This Agreement, including Exhibits 1 and 2, and any amendment or supplement to this Agreement or other referenced agreements, all of which are incorporated into this Agreement, constitutes the entire agreement between the parties, and all prior or other agreements or representations, written or oral, are superseded by this Agreement.

Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Utah, except where Federal law is applicable.

Jurisdiction/Waiver of Jury Trial. THE PARTIES AGREE THAT ALL PERFORMANCES AND TRANSACTIONS UNDER THIS AGREEMENT WILL BE DEEMED TO HAVE OCCURRED IN UTAH AND THAT YOUR ENTRY INTO AND PERFORMANCE OF THIS AGREEMENT WILL BE DEEMED TO BE THE TRANSACTION OF BUSINESS WITHIN THE STATE OF UTAH. YOU AND PROPAY CONSENT TO AND AGREE THAT, THE EXCLUSIVE JURISDICTION AND VENUE FOR ANY DISPUTES HEREUNDER SHALL BE AN APPROPRIATE FEDERAL OR STATE COURT LOCATED IN SALT LAKE CITY, UTAH. YOU AND PROPAY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION CONCERNING ANY RIGHTS OR DISPUTES UNDER THIS AGREEMENT.

Construction. The headings used in this Agreement are inserted for convenience only and will not affect the interpretation of any provision. The language used will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

Assignability. This Agreement may be assigned by ProPay, but may not be assigned by you directly or by operation of law, without the prior written consent of ProPay. If you nevertheless assign this Agreement without ProPay's consent, the Agreement will be binding on the assignee. If you sell your business, and the new owners incur fines, fees, or penalties, the original owner will be held personally liable for all fines, fees, or penalties, and any other liabilities of the new owners.

Notices. Any notice under this Agreement will be deemed given and delivered upon the earlier
of: (a) actual receipt or (b) five days after being deposited in the United States mail, and addressed, if to ProPay, to: ProPay, Inc., 3400 N Ashton Blvd, Suite 200, Lehi, UT 84043, and if to the other parties: to the last address shown on the records of the sender or (c) one (1) business day after being sent by email or other electronic communication if to you at the last email address provided by you to ProPay and if to ProPay at www.propay.com/propay-support/.

Attorneys' Fees. You will be liable for and will indemnify and reimburse ProPay for all attorneys' fees, with our without suit, court costs, collection agency fees not to exceed 50% of the amount owed, and other costs and expenses paid or incurred by ProPay in the enforcement of this Agreement, or in collecting any amounts due from you to ProPay or resulting from any breach by you of this Agreement.

Customer Contact. You authorize ProPay to contact your customers or their bank if they determine that such contact is necessary to find out information about any payment transaction between you and the customer. Also, you will provide to ProPay, upon ProPay's request, contact information for your customers as deemed necessary and reasonable by ProPay.

Amendments. This Agreement, and the Agreements and/or Policies referenced and incorporated herein may be amended, modified, or revised at any time, without notice. While ProPay may notify you as this Agreement and/or the Agreements and/or Policies referenced herein are modified, it is your sole responsibility to review and maintain familiarity with this Agreement and/or Agreements and/or Policies referenced herein, including any changes that may be made to these documents, respectively, from time to time thereto. The amendments to this Agreement and/or Agreements and/or Policies referenced herein will become effective and binding upon you immediately and contemporaneously as the amendments are published to the ProPay website (www.propay.com or https://www.propaypayments.com). In the event you do not agree to the aforementioned amendments and do not wish to be bound the terms and conditions thereto, you shall provide written notice to ProPay (including by submitting to ProPay Customer Service at www.propay.com/propay-support) by providing your name, your current email address on file with ProPay, the last four (4) digits of your Social Security Number and a statement that you do not agree to the terms and conditions. If you do not agree to the terms and conditions of the amendment, your account will be terminated and closed. Notwithstanding the foregoing, (a) changes to fees authorized by this Agreement or in the Exhibits 1 and/or 2, will be effective upon the giving of notice to you and (b) any fee increase, change in Rules or other requirement imposed by NACHA may be passed on to you and will be effective upon the giving of notice to you.

Severability and Waiver. If any provision of this Agreement (including Exhibits 1 and 2) is held invalid, illegal, void or unenforceable by reason of any judicial decision, all other provisions of this Agreement shall nevertheless remain in full force and effect. No course of dealing, delay or failure to enforce any provision or exercise any right under this Agreement, by ProPay or Bank Partner(s) shall be construed as a waiver or estoppel of such provision or right, nor shall it amend this Agreement or affect the validity of this Agreement or curtail the ability of any party to enforce such provision or exercise such right in the future. All waivers must be signed by ProPay.

Independent Contractors. ProPay, Bank Partner(s), and You will be deemed independent contractors and none will be considered an agent, joint venturer, or partner of the other.

Survival. Sections 1-8 of this Agreement and the applicable Exhibits in effect upon the date of termination shall survive termination of this Agreement.

Arbitration. Notwithstanding anything in this Agreement to the contrary, ProPay, bank sponsor(s) and you agree that any one of them (a "party") may require that any claim or dispute ("Dispute") under this Agreement shall be resolved exclusively and finally by binding arbitration, administered by the National Arbitration Forum ("NAF") and conducted under its rules, except as otherwise provided below. For the purposes of this paragraph, "Dispute" means any dispute, controversy, or claim arising out of or relating to this Agreement, negotiations leading to the Agreement, its interpretation, any act of any party related to the Agreement, or the breach, termination, applicability or validity thereof. The arbitration will be conducted before a single arbitrator, and will be limited to your Dispute. You may not bring a Dispute on behalf of others or join others in any similar claims (you may not bring or participate in a class action). As the parties to the Dispute agree, the arbitration shall be held in Utah by submission of documents, by telephone, online or in person. Any decision rendered in such arbitration proceedings shall be final and binding on each of the parties, to the Dispute and judgment may be entered thereon in any court of competent jurisdiction. Should any party bring a Dispute in a forum other than NAF, the arbitrator may award the other party or parties their reasonable costs and expenses, including actual attorneys' fees, incurred in staying or dismissing such other proceedings or in otherwise enforcing compliance with this dispute resolution provision. Each party understands that it would have had a right to litigate disputes through a court, and that each has expressly and knowingly waived that right and agreed to resolve any Dispute through binding arbitration. The parties intend that the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) shall govern this arbitration provision. Information on arbitration procedure may be obtained from the NAF on-line at www.arb-forum.com, by calling 800-474-2371 or by writing to P.O. Box 50191, Minneapolis , MN, 55405.

Exhibit 1 - Schedule of Fees

You will be charged the following fees unless they are waived, adjusted by special arrangement, or changed by affiliate specific pricing:

1. ACH Credit - Transferring Funds out of your Account    Between $0.10 and $0.35 depending    on Account type
2. ACH Debit - Transferring Funds into your Account    $0.00
3. ACH Return Item Fee    $15.00
4. Intra-ProPay Transfer Fee    $0.00

Exhibit 2 - Schedule of Transfer Limitations
The following limitations will be applicable to you unless they are waived, adjusted by special arrangement, or changed by affiliate specific limitations:

1. ACH Debit    Maximum of $250 per Transfer and $1,000 per Month
     Minimum of $1 per Transfer
2. ACH Credit    No Maximum Limit
     Minimum of $1 per Transfer
3. Intra-ProPay Transfers    No Maximum Limit
     Minimum of $1 per Transfer

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