The following Product Terms apply to client-sponsored charge card services provided by Bank Partner to Client as set forth in the Covered Banking Services section of the Banking Services Agreement (collectively, the “Client-Sponsored Charge Card Services”). These Product Terms are governed by, and incorporated by reference into, the Banking Services Agreement. Capitalized terms not otherwise defined herein are ascribed the same meaning as set forth in the Banking Services Agreement.

1. Definitions.

1.1 “Authorized Hold” has the meaning in Section 6.4.
1.2 “Available Amount” means the total amount of funds in the Funding Account less the Held Amount.
1.3 “Business Day” means any Monday through Friday, except for those that occur on a U.S. Federal holiday.
1.4 “Charge Card Account” means a Client Account at Bank Partner that may be accessed by the Charge Cards.
1.5 “Charge Card Line of Credit” has the meaning in Section 4.1.
1.6 “Charge Card Transaction” means a Transaction by Client, Customer or a Charge Card User using a Charge Card:
(a) to obtain credit for a purchase of goods or services;
(b) to make a bill payment or other payment to a third party;
(c) any other Transaction involving use of a Charge Card, as permitted by Bank Partner or Unit in writing to Client from time to time.
1.7 “Charge Card User” means an employee and/or other permitted person of Client or a Customer that has been authorized by Client to use a Charge Card to make Charge Card Transactions on Client’s behalf as an authorized user of Client’s Charge Card Account.
1.8 “Client Exposure Limit” means the maximum permitted Outstanding Balance, as determined by Bank Partner pursuant to Section 6.1.
1.9 “Client Program Limit” means the maximum permitted aggregate Customer Spending Limits, as determined by Bank Partner pursuant to Section 6.2.
1.10 “Customer” means a customer of Client that has been approved by Client subject to the terms of the Governing Documents to make available Charge Cards to Customer’s Charge Card Users.
1.11 “Customer Account” means the subaccount for a Customer opened on the Unit Platform to track the Charge Card Transactions from Charge Card Users associated with such Customer and repayments of such Charge Card Transactions by Customer.
1.12 “Customer Spending Limit(s)” has the meaning in Section 6.2.
1.13 “Eligibility Criteria” has the meaning in Section 3.4.
1.14 “Funding Account” has the meaning in Section 4.4.
1.15 “Governing Documents” means these Product Terms, the Banking Services Agreement, the Client Services Agreement, the User Terms, and any other terms and conditions that may be applicable to the Charge Cards or Charge Card Services from time to time.
1.16 “Held Amount” means the total amount of funds in the Funding Account associated with approved Charge Card Transactions (including any Authorized Holds) that have not yet been repaid by Client to Bank Partner.  
1.17 “Outstanding Balance” means the outstanding balance on the Charge Card Line of Credit as determined pursuant to Section 4.2.
1.18 “PCI DSS” has the meaning in Section 10.
1.19 “User Spending Limit(s)” has the meaning in Section 6.2.
1.20 “User Terms” means the terms and conditions between Client and Charge Card Users relating to the Charge Cards, as approved by Bank Partner and Unit and as amended from time to time by Bank Partner and Unit in their sole discretion.

2.0 Application.
2.1 As a condition of receiving the Charge Card Services, making Charge Card Transactions, and permitting Charge Card Users to make Charge Card Transactions, an authorized representative of Client must apply for and be approved by Bank Partner for use of the Charge Card Services and for a Charge Card Account. Bank Partner will sponsor a unique BIN range which Bank Partner will use to facilitate the issuance of Charge Cards for use within the applicable network and subject to the terms of the Governing Documents.
2.22 In connection with such application and for any other lawful purpose, Client authorizes Bank Partner and its service providers, including Unit, to obtain information about Client from, and provide information about Client to, credit reporting agencies and other third parties. Such information may include, without limitation, Client’s name, address, credit history, information about Client’s principal owners and control persons, and other information regarding Client.

3.0 Customers and Charge Card Users.
3.1 Authorization of Customers. Subject to the terms of the Governing Documents, Client may approve Customers and Charge Card Users associated with such Customers. Upon Client approval of a Customer, a Customer Account will be opened on the Unit Platform. Each Customer Account will be used to track the Charge Card Transactions associated with the Charge Card Users associated with such Customer. Any repayments by a Customer to the Customer Account shall be reflected in the outstanding balance of Charge Card Transactions on the Customer Account. All Charge Card Transactions on a Customer Account will be attributable to and reflected on the Client’s Charge Card Account and Line of Credit.

3.2 Authorization of Charge Card Users. Subject to the terms of the Governing Documents, Client may authorize Charge Card Users to make Charge Card Transactions. Client acknowledges and agrees that (a) none of the Governing Documents establishes a contractual or any other legal relationship between any Charge Card User or Customer and Bank Partner and/or Unit; and (b) Client shall not take any actions to claim, imply, or assert that there is any contractual or legal relationship between Charge Card Users or Customers and Bank Partner and/or Unit with respect to the Charge Cards.

3.3 User Terms. Client shall require each Charge Card User to acknowledge and agree to the User Terms as a condition of Charge Card issuance and becoming a Charge Card User. Client shall submit User Terms for review and approval of Bank Partner and Unit prior to making Charge Cards available to Charge Card Users and thereafter prior to making any subsequent material changes to the User Terms. Bank Partner or Unit may require that Client amend the User Terms if Bank Partner or Unit determine that such changes are necessary to comply with Applicable Law or any request of a Governmental Authority, or otherwise for risk management or safety and soundness purposes.

3.4 Eligibility. Client shall maintain documented criteria and procedures for determining eligibility to become a Customer or Charge Card User and the terms and conditions associated with becoming a Customer or Charge Card User (collectively, “Eligibility Criteria”). Client shall provide the Eligibility Criteria to Bank Partner for prior review and non-objection (a) prior to making Charge Cards available to Customers or Charge Card Users for the first time; and (b) prior to making any material change to such Eligibility Criteria. Client agrees to provide current and/or historical Eligibility Criteria promptly upon request by Bank Partner. Bank Partner reserves the right not to make available or to cease making available, as applicable, the Charge Card Services to Client if Bank Partner determines in its sole discretion that such Eligibility Criteria violate Applicable Law or create material reputational, operational, or regulatory risk for Bank Partner, or upon the request of any Governmental Authority. Client acknowledges and agrees that Client shall only approve as Customers or Charge Card Users persons that meet the Eligibility Criteria and have requested to become a Customer or Client Charge Card User, as applicable, and obtain a Charge Card.

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4.0 Charge Card Line of Credit.
4.1 Extension of Charge Card Line of Credit. Subject to the terms of the Governing Documents, including Bank Partner’s approval of a Charge Card Account for Client, Bank Partner will extend a business line of credit to Client for use by Client and, on Client’s behalf, Client’s Customers and Charge Card Users (“Charge Card Line of Credit”). Client acknowledges that Charge Card Transactions access Client’s Charge Card Line of Credit through the Charge Card Account, and that the Charge Card is not a debit card on the Charge Card Account (or any other account, including the Funding Account). Bank Partner reserves the right to revoke the Charge Card Line of Credit and Charge Card Services in the event that Bank Partner determines in its sole discretion that the extension of the Charge Card Line of Credit or provision of the Charge Card Services to Client raises material reputational, financial, or regulatory risk for Bank Partner or the Unit Platform, as required by Applicable Law, or upon the request of any Governmental Authority.

4.2 Use of Charge Card Line of Credit; Outstanding Balance. When Client, Customer, or a Charge Card User initiates a Charge Card Transaction that is approved via the Unit Platform, the Charge Card Line of Credit will be used to fund the Charge Card Transaction, and the Outstanding Balance will be increased accordingly. The Outstanding Balance shall be equal to the total amount of Charge Card Transactions made by Client and Charge Card Users (regardless of how incurred and which person incurred them, irrespective of the purpose of the Charge Card Transaction and whether such Transaction was unauthorized as a result of loss, theft, or any other purpose) that have not yet been repaid by Client to Bank Partner and will include the amount of any chargebacks, disputed transactions, penalties, fees, and any other amounts incurred through use of the Charge Cards that have not yet been paid by Client to Bank Partner. The Outstanding Balance will be available to Client through the Unit Dashboard.

4.3 Responsibility for Charge Card Transactions. Client acknowledges and agrees that Client is responsible and liable for all Charge Card Transactions on Client’s Charge Card Account, including those of Client, Customers, and all Charge Card Users. Client may enter into agreements with Customers or Charge Card Users to reimburse Client for Charge Card Transactions as permitted by Applicable Law and subject to the prior approval of Bank Partner and Unit; provided that neither such agreements nor Customers’ or Charge Card Users’ performance under such agreements will affect or limit Client’s obligations or liability under the Governing Documents in any way.

4.4 Funding Account. As a condition to Bank Partner’s opening of the Charge Card Account, Client shall establish an account (“Funding Account”) at Bank Partner from which Client shall repay the Outstanding Balance on the Charge Card Line of Credit. Upon the approval of any Charge Card Transaction, the amount of such Charge Card Transaction (including any Authorized Hold) shall be added to the Held Amount. The Held Amount will also reflect the amount of any chargebacks, disputed transactions, penalties, fees, and any other amounts incurred through use of the Charge Cards that have not yet been paid by Client to Bank Partner. The Held Amount shall not be subject to any withdrawal or transfer, other than in connection with Client’s repayment of the Line of Credit in accordance with the terms of the Governing Documents.

4.5 Reserve Account. As a condition to Bank Partner’s opening of the Charge Card Account, Client shall fund the Reserve Account as required in Section 3.2 of the Banking Services Terms with such additional amount as initially set forth in the Banking Services Agreement.

4.6 Payment of Charge Card Line of Credit. Client acknowledges and agrees that Client is required to repay the Outstanding Balance no less frequently than each Business Day as set forth in these Product Terms. Client authorizes the automatic debit by Bank Partner of the Funding Account for the entire Outstanding Balance. Client may also authorize the repayment of the Outstanding Balance more frequently than daily, in Client’s discretion. If there are insufficient funds in the Funding Account at any time to repay the entire Outstanding Balance when due, Client authorizes the automatic debit by Bank Partner of the Reserve Account, Designated Account, or any other Client account that Client maintains with Bank Partner for the entire Outstanding Balance. Bank Partner may accept other forms of payment in its sole discretion.

5.0 Charge Card Issuance.
5.1 Charge Card Requests. Subject to the terms of the Governing Documents, Bank Partner will issue Charge Cards via the Unit Platform. Client must submit requests for Charge Cards via the Unit platform. Client is responsible for approving any Charge Card requests from Customers or Charge Card Users. When a Charge Card request is approved by Client, such Charge Card will be associated with the applicable Customer Account as instructed by Client via the Unit platform and linked to the Charge Card Account. Bank Partner reserves the right not to issue Charge Cards to, or to cease approving Charge Card Transactions with respect to any Customer or Charge Card User in the event that Bank Partner determines in its sole discretion that such Customer or Charge Card User raises material reputational, financial, or regulatory risk for Bank Partner or the Platform Services, as required by Applicable Law, or upon the request of any Governmental Authority.

5.2 Charge Card Minimums. Client will maintain at least 10 active Charge Cards and 10 Charge Card Users at all times once in production (i.e., once Client has completed testing and begun requesting issuance of Charge Cards to Charge Card Users). If Client fails to maintain at least 10 active Charge Cards and 10 Charge Card Users once in production, Bank Partner may suspend or terminate the Charge Card Line of Credit and/or any associated Charge Cards.

6.0 Spending Limits.

6.1 Client Exposure Limit and Client Program Limit. Bank Partner will set a Client Exposure Limit and Client Program Limit for the Charge Card Account. The initial Client Exposure Limit and Client Program Limit shall be set forth in the Banking Services Agreement. Client acknowledges and agrees that the Client Exposure Limit and Client Program Limit are each a “Cap” as defined in the Banking Services Agreement and may be adjusted from time to time in accordance with the terms applicable to Caps.

6.2 Customer and User Spending Limits. Client will be responsible for setting the spending limit for each Customer Account (each, a “Customer Spending Limit” and collectively, the “Customer Spending Limits”). Client or Customer may set a spending limit for any associated Charge Card (each, a “User Spending Limit” and collectively, “User Spending Limits”). Bank Partner may adjust any Customer Spending Limit or User Spending Limit if Bank Partner determines in its sole discretion that such limit raises reputational, financial, regulatory, or other material risk for Bank Partner or the Platform Services, to ensure adherence to the Client Exposure Limit or the Client Program Limit, or to comply with Applicable Law or the request of any Governmental Authority. Bank Partner will provide Client with prompt notice of any concerns with a Customer Spending Limit or User Spending Limit and the basis for such concerns. Client acknowledges and agrees that (a) the aggregate Customer Spending Limits shall never exceed the Client Program Limit; (b) the aggregate User Spending Limits shall never exceed the aggregate Customer Spending Limit for the associated Customer; and (c) no individual User Spending Limit will exceed the Client Exposure Limit.

6.3 Application of Limits and Available Amount. Upon the approval of any Charge Card Transaction, the amount of such Charge Card Transaction (including any Authorized Hold) will reduce the amount of credit available under the Charge Card Line of Credit, in accordance with the Client Program Limit and the applicable Customer Spending Limit and/or User Spending Limit. Subject to the terms of the Governing Documents and Applicable Law, and unless otherwise agreed in writing by Bank Partner, Bank Partner will only approve a Charge Card Transaction so long as (a) such Charge Card Transaction (including any Authorized Hold) would not exceed the Client Exposure Limit, the Client Program Limit, a Customer Spending Limit, or a User Spending Limit; and (b) the Available Amount is greater than or equal to the amount of the Charge Card Transaction (including any Authorized Hold).

6.4 Authorized Holds. When a Charge Card is used to initiate a Charge Card Transaction at certain merchants, including restaurants, gas stations, hotels, and rental car companies, a hold may be placed on the applicable Customer Account and Charge Card (“Authorized Hold”). The amount of such Authorized Hold may differ from the amount of the associated Charge Card Transaction. The amount of any such Authorized Hold shall be treated as a Charge Card Transaction for purposes of compliance with any limits set forth herein.

7.0 Fees and Charges.
7.1 Client Fees. Client fees in connection with the Charge Card Services are as set forth in the CSA.
7.2 Customer and Charge Card User Fees. All fees that Client wishes to charge to Customers or Charge Card Users must be submitted for prior review and approval by Bank Partner.

8.0 Charge Card Transaction Matters.
8.1 Chargebacks. If Client has a dispute with the product or service that is the subject of a Charge Card Transaction, Client should contact the relevant merchant or provider to first try to resolve the dispute. If a Charge Card Transaction has not been appropriately addressed by the merchant or provider, then Client may submit a request for a chargeback of the Charge Card Transaction as set forth in the Banking Services Terms. Client acknowledges and agrees that chargebacks are subject to the Network Rules for chargebacks, which may not permit a chargeback in certain cases.

8.2 Disputes. If Client believes that a Charge Card Transaction was unauthorized, if Client believes that there is an error regarding the Charge Card Account or any Charge Card Service, or if Client otherwise has a chargeback request, Client will contact Unit as set forth in the Banking Services Terms, and in any event no later than the lesser of 60 days or the period permitted by the applicable card network after the disputed Charge Card Transaction was posted to the Charge Card Account. Client must promptly provide all information requested by Bank Partner, including an explanation of the dispute, Charge Card Transaction, and Charge Card User involved, in each case as applicable. If the investigation of the dispute is found in Client’s favor, the disputed Charge Card Transaction will be credited back to the Charge Card Account. Client assigns and transfers to Bank Partner all rights and claims, excluding tort claims, that Client may have against any merchant for any disputed Charge Card Transaction that is credited (whether fully or partially) to the Charge Card Account.

8.3 Unauthorized Transactions. Client will use reasonable care, and will require its Charge Card Users to use reasonable care, to safeguard the Charge Cards. Client agrees to promptly notify Unit if Client becomes aware of any suspicious activities or loss, theft or unauthorized use of the Charge Card Account or any Charge Cards. Client is liable to Unit, Bank Partner, and the relevant card network, as applicable, for any unauthorized use of the Charge Card and the Charge Card Account to the fullest extent permitted by Applicable Law.

8.4 Fraud Liability. Client acknowledges and agrees that the provisions concerning fraud liability in the Banking Services Terms apply to the Charge Card Services and use of the Charge Cards.

8.5 Complaints. Complaints related to Charge Card Transactions will be handled as set forth in the Banking Services Terms.

9.0 Other Terms.
9.1 Business Purpose. By applying for and maintaining a Charge Card Account, Client acknowledges and agrees that the Charge Card Account and all Charge Cards will only be used for business purposes (and not personal, family, or household purposes). As between the Parties, Client shall be responsible for the use by any Charge Card User of a Charge Card for non-business purposes.

9.2 User Information. Client shall provide all information (a) concerning prospective Charge Card Users that Bank Partner may request from time to time for purposes of evaluating whether any prospective Charge Card User is subject to an OFAC list or any other Applicable Law or other list of a Governmental Authority that prohibits or limits Charge Card User from receiving or using a Charge Card; and (b) concerning Client’s agreement with Charge Card Users and Charge Card Users’ compliance with such agreement as Bank Partner may request from time to time.

9.3 Reservation of Rights. Bank Partner may decline, reverse, require further authorization for, place a hold on, or take any other lawful action regarding Charge Card Transactions, the Charge Card Line of Credit, the Charge Card Account, any Customer Account, and any Charge Card in its sole discretion for any reason, including, without limitation, due to a breach of these Product Terms and the Banking Services Agreement, Client’s creditworthiness, and suspected or actual fraud. Client acknowledges and agrees that the Charge Cards remain the property of Bank Partner and are subject to cancellation at any time by Bank Partner.

9.4 Activities Restrictions. Client may not, and will not permit Customers, Charge Card Users, or any other persons to do any of the following, or attempt to do any of the following, in connection with the Charge Card Services: (a) take any act or omission that would cause Bank Partner or Unit to fail to be in compliance with Applicable Law; (b) act as a credit service bureau or pass-through agent for the Charge Card Services with no added value; (c) access the Unit Platform unless expressly authorized, including by using “work-arounds” or enabling disabled or prohibited functionality; (d) copy, reverse engineer, reproduce, republish, upload, post, transmit, resell, or distribute, any data, content, or any part of the Charge Card Services; or (e) perform any actions that would interfere with the normal operation of the Charge Card Services.

9.5 Client Responsibilities. Client acknowledges and agrees that, as between the Parties, Client is solely responsible for the selection of Customers and Charge Card Users, all acts and omissions of Customers and Charge Card Users (including the method, timing and ultimate repayment to Client by Customers, or their associated Charge Card Users, for use of the Charge Cards), and compliance of Customers and Charge Card Users with all terms and conditions applicable to Customers in the Governing Documents and all Applicable Law. Client agrees that Customers and Charge Card Users shall be deemed to be End Users for purposes of indemnification in the Banking Services Terms.

9.6 Customer. Client acknowledges and agrees that (a) Client is a customer of the Charge Card Services; (b) the Charge Card Services are subject to change by Bank Partner; and (c) in addition to any other rights available under the BSA, Bank Partner and Unit shall have the right to amend these Product Terms as necessary to ensure compliance of the Charge Card Services with Applicable Law or to comply with the request of a Governmental Authority.

10. PCI DSS. To the extent applicable to Client, Client will comply with all applicable data privacy and security requirements under the Payment Card Industry Data Security Standards (“PCI DSS”). If applicable, upon Bank Partner’s or Unit’s request, Client will provide documentation demonstrating Client’s PCI DSS compliance. If Client is required to be PCI DSS compliant and is not PCI DSS compliant, Bank Partner or Unit may suspend the Platform Services. Unless otherwise required by Applicable Law or a Governmental Authority or determined by Bank Partner in its discretion, Bank Partner and Unit shall provide Client with thirty (30) days after providing notice to Client to become compliant before enacting such suspension.