Terms of Service

‍IMPORTANT NOTICE: PLEASE READ THESE TERMS OF SERVICE CAREFULLY—THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS, AND INCLUDE WAIVERS OF RIGHTS AND LIMITATIONS OF LIABILITY. THEY ALSO REQUIRE DISPUTES BETWEEN US TO BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AND TO WAIVE ANY RIGHT TO A JURY TRIAL, CLASS OR COLLECTIVE ACTIONS OR PROCEEDINGS, AND ANY OTHER COURT PROCEEDING OF ANY KIND, SUBJECT TO LIMITED EXCEPTIONS. UNLESS YOU OPT-OUT IN ACCORDANCE WITH THE OPT-OUT PROCEDURES DESCRIBED BELOW, YOU WILL BE BOUND BY THESE TERMS. THE FULL TERMS OF THE ARBITRATION AGREEMENT ARE BELOW.

These Terms of Service (the "Agreement") are a legal agreement among Nickel Technology Inc., a Delaware corporation ("Nickel"), and you and any person or organization for which you act. Nickel's current bank provider is Grasshopper Bank, N.A. (the "Bank"). This Agreement governs your use of the payment services made available by Nickel through our website located at www.getnickel.com and the associated software and services, or access our online platform through the website of one of our partners (collectively the "Services"). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING ANY NICKEL SERVICES. If you do not agree to this Agreement, do not use the Services.

As used in this Agreement, the words "you" and "your" refer to you, a User (defined below) of the Services and the Party agreeing to this Agreement. The words "we," "us," "our" and any other variation thereof refer to Nickel. Please note that the Bank may also enforce any provisions of this Agreement that relate to the banking services or payment processing that they provide. Any reference to Nickel or the Bank in this Agreement also includes, as applicable, their respective affiliates, directors, officers, employees, contractors, owners and agents.

1. Acceptance of Agreement

By accessing the Services, you agree to, and are bound by, the terms and conditions of this Agreement. You represent that you have authority to enter into this Agreement on your own behalf and on behalf of any person or organization for which you act (an "Organization").

2. Amendments

Nickel may modify this Agreement at any time in its sole discretion by updating this posting. We will take reasonable steps to notify you of any material changes to this Agreement. Your continued use of the Services after a modification signifies your agreement to the modification. If you have any questions about this Agreement, please contact us at: support@getnickel.com.

3. Overview of Nickel Services

3.1. Description of the Services

Nickel provides Services which enable United States-based businesses ("Payors") to transmit payments for commercial purposes to business recipients ("Recipients") who may be entities or individuals (collectively, Payors and Recipients are "Users"). Payors may capture a Recipient invoice using their mobile device, upload an invoice electronically, import an invoice from various accounting software, or enter in invoice details manually. Such information may be used to generate a bill which can then be synched with various accounting software. Nickel may also partner with Recipients to facilitate their receipt of funds and crediting of customer accounts. Recipients may generate and upload invoices through the Services to request payment from Payors, Recipients may request payment from Payors without uploading invoices, and Recipients may also request payment from payors that have not registered for Services. Users may use the remote deposit capture service to deposit checks. For access to and use of the Services, Nickel may charge Users a fee (the "Fee") at the time of payment submission or other transaction. Access to the features and functions offered through the Services will depend, in certain instances, on where you are located.

3.2. Accepted Payment Methods

Nickel enables Payors to transmit payments to Recipients via automated clearinghouse ("ACH"), credit card, or debit card. Recipients may receive payments via paper check, electronic check, debit card, ACH transfer, wire transfer, Mastercard's remote payment and presentment service network, real time payments, push to card payments or via virtual card number ("VCN").

• Nickel supports Payor bank transfers from all U.S. financial institutions.
• Cards issued on the following payment networks may be used as payment methods via the Services: Visa, MC, American Express, Discover, STAR, PULSE and Accel.

3.3. Fund Ownership

Payments to Recipients (other than Fees) do not pass into Nickel's legal ownership at any time from payment initiation to successful delivery, including any subsequent refunds. Nickel uses master bank accounts at the Bank that are held in the Bank's name and owned by the Bank. The account titles also show that these accounts are for the benefit of customers of Nickel. You grant Nickel the right to instruct the Bank regarding the use of funds in the accounts. The Bank transfers all funds for the benefit of Nickel's customers upon Nickel's instructions.

3.4. An Independent Third-Party

Nickel is an independent, third-party service that is not formally affiliated with your Recipients or Payors. You acknowledge and agree that your use of the Services does not in any way constitute a tri-party agreement between you, Nickel, and your Recipients or Payors. Nickel is not a bank, money transmitter or money services business, but instead provides the Services as outlined in this Agreement. Accordingly, neither Nickel nor the Bank has responsibility nor will have liability for any consequences resulting from your interactions or contracts with Recipients or Payors, including but not limited to payment terms, the proper and timely delivery of goods or services, and any associated disputes which may arise. You further acknowledge that your use of Nickel Services does not alter or affect any Recipient payment terms including but not limited to deadlines, payment plans, late fees, and refunds. Neither Nickel nor the Bank endorses, recommends, or bears any responsibility or liability for any products, services or statements presented by Recipients. Recipient statements and opinions are not representative of Nickel or its business partners.

4. Eligibility and Setting Up Your Account

4.1. Eligibility Requirements

In order to use the Services, you must (i) be an individual of at least 18 years of age and able to form legally binding contracts under applicable law, (ii) have a valid and active e-mail address, (iii) use the Services on behalf of a United States-domiciled business organization; and (iv) have a valid deposit account at a Nickel-supported bank or payment card issued on a Nickel-supported network as outlined in Section 3.3 above. Other restrictions may apply. You represent and warrant that you use frequently updated, commercially standard virus protection software to ensure that the system you use to access our website is virus free.

4.2. Creating an Account

In order to access the Services as a User, you must create an account ("Account"). When you set up your Account, you will be required to create log-in credentials by providing certain types of personal information including your name, a valid email address, information about your business, and a strong password (collectively, your "Registration Information"). In addition, you may be able to choose the Nickel Plus premium subscription plan (the "Subscription Plan"). You agree to provide true, accurate and complete Registration Information and to notify us promptly if any of your Registration Information, including your email address, changes. You agree that you will take reasonable precautions to safeguard your password and other authentication details and keep them confidential. You are responsible for all activity that occurs in association with your Account. Nickel is not liable for any loss or damages caused by your failure to maintain the confidentiality of your Account credentials. The Subscription Plan renews automatically at the end of each billing cycle, unless You request to cancel the Subscription Plan in accordance with Section 22 below.

4.3. Multiple Users

You as a User may invite additional persons that are authorized to act and to transact on behalf of the Organization (by formation documents, applicable law or other valid form of authorization) (each, an "Authorized Delegate"). Authorized Delegate are granted the right to access and use the Services on your behalf. You may impose certain controls or limits on your Authorized Delegate's access to the Services, including, but not limited to, setting maximum transaction amounts for an Authorized Delegate or requiring User approval for certain transactions. You are responsible for all actions and omissions of your Authorized Delegates. Any act or omission by any Authorized Delegate, which, if it were an act or omission by you would be a breach of this Agreement, shall be deemed to be a breach of this Agreement by you. You will manage your roster of Authorized Delegates and will promptly deactivate the Authorized Delegate if you wish to terminate the Authorized Delegate's access to the Services. You will ensure the security and confidentiality of your Account and will use commercially reasonable efforts to prevent unauthorized access to or use of the Services. You shall be responsible for all costs, fees, liabilities, or damages incurred through any access to or use of the Services through your Account.

4.4. Accountants

Certified public accountants, bookkeepers or others ("Accountants") may be able to utilize the Services under the Subscription Plan on behalf of their business clients ("Clients"), subject to the terms of the Subscription Plan. Any Accountant who enrolls in the Services represents, warrants and covenants that it has express authority from each Client to transact through the Services using any linked payment methods (including Client payment methods) linked to the Services and shall provide written documentation of such authority upon Nickel's request. Accountants remain fully responsible for any and all activities associated with Client payment methods, including without limitation, any payment of Fees and Subscription Fees, chargeback, clawback or ACH return associated with a linked payment method.

4.5. Privacy; Identity Authentication

Personally identifiable information ("Personal Information") provided through the Services is governed by our Privacy Policy located at https://getnickel.com/privacy-policy. By using the Services, you agree to, and are bound by, the terms of Nickel's Privacy Policy which is incorporated by reference into this Agreement as if it were set forth herein in its entirety. You authorize Nickel, directly or through third parties, to make any inquiries we consider necessary to verify your or your business' identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address, financial instruments, or information associated with your business, and verifying your Personal Information and your business' information against third party databases or through other sources. If Nickel cannot verify your or your business' identity, Nickel reserves the right to deny you use of the Services or to limit your use of your Account. In order to receive the Services, you may be required to provide Your taxpayer identification number to us for verification of identity.

4.6. Linking a Payment Method

Once you have created an Account, you may link various payment methods, including your depository accounts with financial institutions (each, a "Bank Account") or credit or debit cards. We use Plaid Technologies, Inc. ("Plaid") to gather your data from financial institutions. By using the Services, you grant Nickel and Plaid the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree to your personal and financial information being transferred, stored, and processed by Plaid in accordance with the Plaid Privacy Policy available at https://plaid.com/legal. Please note that payment methods may be saved to your Account for easy reference and submission.

4.7. Payment Method Verification

Upon addition to your Account, your Bank Account may be verified to confirm its validity. A temporary, small authorization charge may appear on your bank statement. You authorize Nickel to credit your Bank Account with two (2) different and random micro-deposits, which you will be required to enter once prompted through the Services. You also authorize Nickel to debit your Bank Account for the amounts of the two (2) micro deposits within ten (10) business days. As used in this Agreement, "business day" means any day that the Bank's main office is open for business, excluding weekends and federal holidays.

4.8. Payment Method Representations

When you add a payment method to your Account, you agree to the following:

• You have the authority to disclose the payment method information and to bind the person or Organization;
• You authorize the initiation of debit or credit entries, as applicable, to the payment methods in accordance with instructions inputted through the Services, and, if necessary, the initiation of adjustments for any transactions debited or credited in error;
• You acknowledge that transactions initiated from your payment method must comply with laws in all applicable jurisdictions;
• Your authorization will remain in effect until not later than thirty (30) days after Nickel receives written notice from you of your desire to cancel; and
• You will not use the Services for personal, family, or household purposes;

4.9. Your Existing Payment Method Terms

All payment method usage associated to payments submitted via the Services are subject to existing terms for your payment method, including any relevant credit or transactional limits, credit and interest terms, and any rewards programs. Where applicable, Nickel (and to the extent applicable, the Bank) retains all rights and authority for the treatment of your payment methods via the Services, which may supersede your payment method program terms. For example, Nickel may impose a transactional limit on your payment method for payments via the Services, which may be a lower value than the amount allowed by your program. Except as otherwise noted in Section 6.8, payments may only be made to U.S. payment methods. We may, in our sole discretion, impose limits on the size, frequency, and timing of payments sent through the Services, on a per transaction or a cumulative basis, and change those limits at any time.

4.10. Restrictions on Payment Methods

To prevent fraud and comply with legal obligations, we may ask for additional information from you and from third parties. We may put your payment or your payment method on hold for review. If you do not cooperate with our review process, your payment may be delayed or declined. We reserve the right to limit or refuse your use of a particular payment method for any reason in our sole discretion. We may impose limitations on the size, frequency, and timing of payments. We may decline to make payments or otherwise deny you use of the Services, and we may decline to explain why.

4.11. Recipient Setup

To use the Services, a Payor may enter payment information for Recipients or, alternatively, a Recipient may provide payment information. The Payor must provide correct and current payment information for each Recipient and if applicable, invite the Recipient to set up an Account by sending the Recipient an e-mail invitation through the Services, or confirm existing Recipient details (if they have previously used the Services and Nickel has retained such Recipient details). Please note that the ability to effect electronic payment to new Recipients may depend on the Recipient's willingness to provide us and the Bank with its banking details. If the Recipient does not provide this information, neither the Bank nor Nickel will be able to complete your transaction electronically and we or our business partners will send such Recipient a paper check.

You are responsible for verifying the accuracy of the foregoing Recipient information prior to scheduling payments, and neither Nickel nor the Bank will have liability for losses or damages due to your or your Recipient's actions or inactions. If you invite a Recipient to set up an Account, it will take several business days to complete the verification process required to activate the Account for electronic payments. If you input a Recipient's bank routing number and bank account number on behalf of a Recipient, you represent and warrant that you have obtained from the Recipient the authorizations set forth in Section 4.6 above.

Alternatively, a Payor may invite a Recipient to set up their own Account and provide their appropriate payment information, or a Recipient may choose to provide payment information and get paid via a different payment method than that selected by the Payor.

5. Mobile Invoice Capture

The Services may enable you to upload an invoice using the camera on your mobile device or computer (the "Remote Capture Service").

5.1. Image Quality

The image of an invoice transmitted using Remote Capture Service must be legible and clear. It must capture all pertinent information from the front of the item. You authorize us to convert items to Image Replacement Documents ("IRDs") or transmit them as an image. If the electronic files and/or images transmitted to us with respect to any item do not comply with our requirements for content and/or format, we may, in our sole discretion:

• Further transmit the item and data in the form received from you;
• Repair or attempt to repair the item or data and then further transmit it;
• Process the item as photocopies in lieu of originals; or
• Return the data and item to You unprocessed.

5.2. Remote Capture Minimum Hardware and Software Requirements

In order to use the Remote Capture Service, you must obtain and maintain, at your expense, compatible hardware and software including but not limited to an Internet connection and either a mobile phone or computer capable of capturing an electronic image.

6. Making Payments Through the Services

6.1. Payment Submission

Payments can be submitted for immediate or future processing via the Services. Payment submission requires at least the following to be specified with such payment's submission:

• a Recipient;
• a payment method;
• a payment amount; and
• your invoice number.

Any or all of the above fields may be pre-filled for you. As further outlined in our Privacy Policy, you agree to allow Nickel (and to the extent applicable, the Bank) to share this information with your payment Recipient.

6.2. Payment Information

Nickel may require additional information or documentation from you at the time you submit a payment or at any other time. This may include, but is not limited to, information or documentation related to your business, the purpose or nature of a specific payment, or details regarding the designated Recipient or the payor.

6.3. Satisfactory Goods or Services

By submitting your payment for processing through the Services, you agree that the goods or services provided by your Recipient in exchange for the payment (minus Fees) have already been rendered to your satisfaction. You hereby forfeit any future claims regarding insufficient or unexpected quality or untimely delivery of the goods and services provided, including those Services rendered by Nickel in exchange for your payment of fees. If you use a Visa card to make a payment through the Services, you confirm that your Recipient does not otherwise accept Visa card payments for the good or service being paid for.

6.4. Processing Payments

Payments made through the Services require sufficient time for your Recipient to receive your payment and credit your account accordingly. To make a payment, use the Services to select the date ("Process Date") on which Nickel (or its business partners) will debit your payment method to pay a bill or an invoice. The Services will indicate the earliest possible Process Date for each payment. We will use commercially reasonable efforts to issue payment within one to two business days following the Process Date, depending on the size of the payment and subject to "payment review," as described in Section 10 below.

You will be solely responsible for scheduling payments and selecting a Process Date for each payment that allows sufficient time for the payment to be delivered on or prior to the bill's due date. Typically, it takes two to three full business days after the Process Date to post an electronic payment and five full business days to deliver a check payment within the territorial United States by first class mail. Note, however, that the expected delivery timeframe is a projected estimate based on Nickel's historical performance for a given disbursement channel, and is subject to change.

Payments submitted for immediate processing will require successful payment method authorization at time of submission, while payments marked for future processing will require payment method authorization on the Process Date indicated for the payment. If a payment method fails to authorize, Nickel and the Bank will be unable to continue to process your payment, and Nickel will notify you via the Services.

If you choose to pay a Recipient from Nickel's existing network of Users ("Nickel's Business Network"), you acknowledge and agree that you are solely responsible for selecting and paying the correct Recipient. Nickel will have no liability or responsibility if you select or pay the incorrect Recipient.

6.5. Scheduled Payments

Payments may be submitted with a Process Date in the future ("Scheduled Payments"), but must be assigned to a payment method at time of submission which remains valid through the payment Process Date. The details of a Scheduled Payment, including associated Fees, are locked in at time of submission, except where noted otherwise. Prior to its Process Date, a Scheduled Payment may be cancelled or edited via the Services. Editing a Scheduled Payment is functionally treated as the deletion of the original Scheduled Payment and creation of a new Scheduled Payment, and accordingly may result in alterations not specifically requested including but not limited to recalculation of associated fees (per Section 16.1), and reiteration of any applicable payment review processes (per Section 10).

6.6. Faster Payments

Nickel may make available to approved Payors and/or Recipients a service that enables such Payors and/or Recipients, as applicable, to request that certain eligible payments be delivered more quickly via Same-Day ACH, real time payments, push to card payments, and expedited mailing of checks ("Faster Payments"). Faster Payments may be subject to an additional fee which will be displayed to an approved Payor and/or Recipient, as applicable through the Services at the time such Payor and/or Recipient requests a Faster Payment. In connection with Faster Payments, Payors or Recipients, as applicable, remain responsible to Nickel for chargebacks, clawbacks and ACH returns pursuant to Section 14. Please note that we may disable the Faster Payments service for any payment at any time at our discretion based on eligibility requirements, and we will not charge you a fee if we do so. We do not guarantee the availability of the Faster Payment service, and we may make changes to the service or discontinue it at any time. You acknowledge and agree that real-time payments are processed immediately once initiated, and therefore may not be canceled, reversed, refunded or edited.

6.7. Recipient-Paid Fees

In some cases, Recipients may choose to absorb Fees that may be charged to Payors, thus allowing Payors to make payments to Recipients for free. If you as a Recipient choose to pay for Payor Fees, Nickel will charge the relevant Payor Fees to your linked payment method at the time that Nickel delivers the Payor payment amount to you. Note, however, that your payment for Payor Fees shall be processed as a separate transaction.

6.8. International Payments

If you are eligible, you may make payments to Recipients located in certain eligible foreign countries ("International Payments"). Certain International Payments services are provided by Airwallex US, LLC and its affiliates (the "International Payments Providers"), not Nickel. International Payments provided by the International Payments Providers are subject to a separate agreement between you and them, which is available at https://www.airwallex.com/us/terms/acct_dBmDqPs3MAyyrQMMGIac4Q/nickel-scale. Nickel and/or the International Payments Providers may change, at any time, for any reason, the eligible countries to which you may request payments to be made using the International Payment service. Nickel and the International Payments Providers may refuse any payment transaction requested or initiated through the International Payments service, for any reason.

In connection with International Payments, you may have the ability to convert from USD into another currency at a specified exchange rate. Exchange rates fluctuate, so when you request an International Payment the exchange rate will only be available for a limited time. We and our International Payments Providers may include a margin on foreign exchange, which is a platform cost paid by you. A margin is the difference between a wholesale or mid-market exchange rate and the actual exchange rate used to convert the payment. Nickel and the International Payments Providers may change, at any time, for any reason, the eligible currencies into which you may convert USD using the International Payment service. USD to USD International Payments are subject to a fixed fee.

You understand and agree that, for certain International Payments, you may not be able to select or schedule a future Process Date. We or the International Payments Providers will provide you with an estimated delivery date for your International Payment when you instruct us to make the payment, but you understand and agree that actual delivery date may vary. It is your sole responsibility to ensure that payment to your Recipient is made as required by agreement, contract or law.

In addition to the fees specified above, International Payments may be subject to other fees (including but not limited to processing fees, landing fees and intermediary fees which may be charged by your bank, a correspondent bank or any other payment provider used to enable the payment). You understand and agree that International Payments may be governed by rules of payment networks used to process such payments, OFAC regulations, and may be subject to the laws of jurisdictions outside the United States, including the jurisdictions where the Recipients are located. The International Payments service cannot be used, directly or indirectly, to facilitate payments to OFAC sanctioned countries or to SDNs, both of which are prohibited by U.S. law.

You may be required to provide us or the International Payments Providers with additional information and documents prior to or in connection with using the International Payment service, including information or documents requested by the Recipient's bank or by the International Payments Providers. The information requested is required for purposes of provision of the International Payments service in compliance with applicable laws and regulation and may be used in conjunction with other information we or the International Payments Providers have in connection with your use of the Nickel Services. Failure to provide such requested information may result in us or the International Payments Providers denying your use of the International Payment service. All information you provide must be accurate and complete. In addition, International Payments may be declined by Nickel, the International Payments Providers, other Nickel's third party providers and/or the Recipient's bank for compliance reasons, and Nickel shall have no liability to you or to the Recipient in such case.

Please note that payments made by you using the International Payment Service are non-refundable to you and are non-reversible. If you inadvertently make a payment to the wrong Recipient, you may request that we assist you in reclaiming the funds; however, we cannot guarantee that the reclamation efforts will be successful. Such reclamation efforts may also take up to several weeks or longer. Nickel will not be responsible for any such payments made by you as aforesaid. If you made a payment to the wrong Recipient or wrong bank account, such funds may not be sent back to Nickel and you will not be able to refund funds transferred into a bank account and/or payment instrument as aforesaid.

6.9. Communications Regarding Nickel's Business Network and Virtual Card Payments

When you use the Services, you authorize Nickel to contact your Recipients to determine their ability to accept Faster Payments and virtual card payments and/or to enroll such Recipients in Nickel's Business Network. You represent and warrant to Nickel that you have the right to permit Nickel to contact your Recipients for these purposes. You acknowledge that your Recipients may already be enrolled in Nickel's Business Network, in which case Nickel will make payments to such Recipients in accordance with their payment preferences, regardless of the payment method you choose to deliver funds to such Recipient. Once a Recipient becomes part of Nickel's Business Network, such Recipient will continue to be part of Nickel's Business Network and receive payments in accordance with such Recipient's preferences until such Recipient notifies Nickel that it would like to receive payments in another manner or until Nickel removes such Recipient from Nickel's Business Network. A Recipient that joins Nickel's Business Network agrees that all information provided by such Recipient is correct, and that such information will be used to facilitate payments to such Recipient. Such Recipient further agrees to receive all payments in accordance with the payment details provided to Nickel until providing Nickel with written notice of any change to such details.

7. Payment Authorization

7.1. General Payment Authorization

By providing us with the names and account information of Recipients to whom you wish to direct payments, you authorize us and the Bank to follow the payment instructions that are received from you. In order to process payments more efficiently and effectively, the Bank, at Nickel's instruction, may submit payments to the best known Recipient address. When necessary, the Bank, at Nickel's instruction, may alter payment data or data formats or change or reformat your Recipient account number to match the account number or format required by your Recipient for electronic payment processing. Nickel reserves the right to select the payment method by which a payment will be made, in its sole discretion. If Nickel determines your recipient may receive payments via a VCN, Nickel may, in its sole discretion and without notice to you, send your payment using a VCN. When Nickel or the Bank receives a payment instruction, you authorize each such party to debit your payment method and remit funds on your behalf. You also authorize Nickel or the Bank to credit your payment method for payments returned to us by the Post Office or Recipient, or payments remitted to you on behalf of another authorized user of the Services.

7.2. ACH Authorization

Where you choose to pay a Recipient via ACH, you authorize Nickel or the Bank to debit your payment method in increments or as a lump sum and remit funds in accordance with your payment instructions through the ACH. You also give Nickel or the Bank the right to resubmit any ACH debit that is returned for insufficient or uncollected funds, or any other reason. You agree that payment transactions will be governed by the rules established by NACHA, the Electronic Payments Association, as in effect from time-to-time, under which you are an "Originator", Nickel is a "Third Party Service Provider," and the Bank are the "Originating Depository Financial Institutions." You are responsible for all claims, demands, losses, liabilities and expenses (including attorneys' fees and costs) that result directly or indirectly from your failure to perform your obligations under the NACHA rules and you indemnify Nickel and the Bank for the same.

8. Remote Deposit Capture Services

8.1. General Description

You may make deposits to an account that you establish at the Bank from a home, office or other remote location using a compatible mobile device (camera), computer hardware (scanner), software or web-based application (individually and collectively, the "Device"). Nickel and Bank are not responsible for providing the Device, and you will ensure that any computer hardware (scanner), software or web-based application or other intellectual property used by you in connection therewith do not infringe on the intellectual property of any person. You may prepare an accurate electronic picture or replica of the front and back of an Eligible Item (the "Image") and deliver the Image and associated deposit information to Bank. "Eligible Items" are checks or other paper items (not a Prohibited Item described below or item rejected by Bank), payable on demand and drawn on (or payable through) an office of a United States bank, to be converted to Images and deposited into an account at the Bank and using our Services. The Image must accurately capture the front and back of the check to be deposited. Bank and Nickel shall have no obligation to accept an Image if it violates the terms of this Agreement. Bank and Nickel shall have no liability to you or any person for the rejection of an Image or other information contained therein or for the failure to notify you or any person of such rejection.

8.2. Limitations

Use of these remote deposit capture Services is subject to limits, including daily, weekly and monthly limits on the dollar amounts of Images that you may transmit or submit and limits on the value of each Eligible Item, which applies to each separate Image. Bank and Nickel may modify your limits and add other limits at any time. You agree not to use these remote deposit capture Services if the current balance of your account at the Bank is negative, there are restrictions on such account that prevent the depositing or withdrawing of funds, or if you have more than (2) two returned deposited items in the last two (2) statement cycle. The RDC Services are only available within the United States. Once an Image has been accepted for deposit, Nickel and Bank are not able to delete or remove the item from the collection process.

8.3. Image Requirements

You shall only submit for processing the following Eligible Items: (a) all instruments must be drawn on or payable through a federally insured depository financial institution; (b) no instrument may be a starter Check; (c) each instrument must be machine-readable full-field magnetic ink character recognition ("MICR") encoded with the bank routing number, account number and check serial number printed on the check; and (d) each instrument must be for an amount less than or equal to the approved check limit assigned by Nickel and Bank. When Nickel or Bank receives an Image of a check transmitted from you that that has been converted to a digital version of the original Check (a Substitute Check) for subsequent presentment and collection, it shall thereafter be deemed an "item" within the meaning of Articles 3 and 4 of the Uniform Commercial Code. Each Image shall contain images of the front and the back of checks that are of minimum required size, and must be legible and scanned and remotely deposited by you. The check MICR information must be machine-readable and MICR "on us" field value must contain valid data. Each Image of each check shall be of such quality so that the following information (which must be included on the Image) can be clearly read and understood from sight review of the Image: (i) the amount of the check; (ii) the payee of the Check; (iii) the signature of the drawer of the Check; (iv) the date of the Check; (v) the Check number; (vi) information identifying the drawer and paying bank that is preprinted on the Check; and (vii) all other information placed on the check prior to the Image being captured (including, but not limited to, any identification (current phone number and driver's license number) written on the front of the check or any endorsements on the back of the check). An Image cannot be missing or incomplete and the Check must be filled out in its entirety for the Check to be processed, and each Check and Image shall contain all proper endorsements. Each Image shall meet all standards of image quality, all requirements necessary to create a check and must meet all technical requirements of an "electronic item" established by applicable law, including Regulation J. Any Check or Image not meeting these minimal requirements or that fails to comply or violates applicable law will be ground for immediate suspension or termination of the remote deposit capture services and you shall indemnify Bank and Nickel for all losses suffered as a result of or in connection with such failure or violation. You shall ensure that each Image submitted to Bank is the legal equivalent of the Eligible Item for all purposes, including that Bank qualifies as a holder-in-due-course for the Image under the Uniform Commercial Code. Notwithstanding anything to the contrary, Nickel and Bank reserve the right, in their reasonable discretion, to reject or deny, for any reason and without liability, the processing of any check or Image scanned or deposited using the remote deposit capture Services even where Bank or Nickel has provided you with a confirmation notice. If an Image does not comply with the requirements set forth in this Section and processing requirements of Nickel and Bank, Nickel and Bank may, in their reasonable discretion and without liability, process the Image as received for payment, correct the Image or its accompanying data and process the corrected Image for payment, process the deposit for payment in another format as allowed or chargeback (debit) your account at the Bank and any Bank Account that you have linked as payment method for the amount of the Image. In addition, Bank and Nickel reserve the right to chargeback (or debit) your account at the Bank and any Bank Account that you have linked as payment method for the amount of any item, an Image or any paper item or other electronic representation of an item that is rejected by Nickel or Bank for any reason, including where Nickel or Bank, in their reasonable determination, the Eligible Item, Image or any paper item has been previously submitted or deposited with Bank or with anyone else or is returned to Bank. This is true even if there has been made any withdrawals against it. Bank and Nickel shall not be liable for any losses, costs or fees you may incur as a result of a chargeback of an ineligible item.

8.4. Restricted Images; Prohibited Items

You shall not remotely deposit any Prohibited Item. "Prohibited Item" means checks and other items that are not considered eligible, including the following: (i) items payable to any person other than the person that owns the account into which the check is being deposited; (2) items containing any alteration or erasures, or which you know or suspect, or should know or suspect, are fraudulent or otherwise not authorized by the owner of account on which the item is drawn; (3) items not payable in U.S. currency; (4) items not drawn on a financial institution located in the U.S.; (5) items authorized over the telephone and created remotely; (6) items payable jointly; (7) items that never existed in paper form; (8) items previously converted to a Substitute Check and pre-existing Substitute Checks; (9) items that are dated, post-dated, or more than six (6) months old when transmitted; (10) items that are not legible (as determined by Bank and Nickel) or do not conform to above requirements for Images or any standard established by the Board of Governors of the Federal Reserve Board or any other regulatory agency, clearinghouse or association; (11) items payable on sight or payable through drafts; (12) items with any endorsement on the back other than that approved by Bank and Nickel; (13) items that are drawn or otherwise issued by the U.S. Treasury Department; (14) non-cash items; (15) promissory notes and similar obligations, such as savings bonds; (16) items that have previously been submitted through the remove deposit capture Services or through remote deposit capture service offered at any other financial institution; (17) third party checks; (18) checks that have been previously returned as unpaid or uncollected; (19) checks drawn on a bank trust account; (20) checks that the written and numerical amounts or customer name on the Image does not match; (21) checks not signed by the payee; (22) items that are missing processing information (examples: missing or illegible routing numbers or account numbers); (23) any other class of checks or drafts as communicated to you from time to time; or (24) checks not acceptable under the terms of this Agreement or applicable law.

In addition to the restrictions set out above and in any event, the following transactions are unacceptable for remote check deposit processing, which shall also be considered Prohibited Items, and you agree not to submit any of the following: (a) temporary checks or checks that do not have the customer's current name, address and phone number pre-printed on its face; (b) any checks drawn on any depository institution that is not federally insured or part of the ACH network; (c) if you are a business entity, any checks drawn on a personal checking account of any of your agents or employees; (d) any third party items for electronic remote check deposit processing or checks made payable to "cash" or "bearer"; (e) traveler's check, money order, payroll check, counter check or sight draft; (f) any check dishonored as a result of a "stop payment" order issued by the presenter to Bank; (g) any transaction representing the financing of an existing obligation whether previously owed to you arising from the dishonor of a check or arising from a credit card, debit card or smart card dispute with you; (h) in an attempt to collect a debt or financed obligation; (i) was one of multiple instruments or payment methods presented that day; (j) a check written for goods or services that are not concurrently provided to the customer, including any check given for a service contract, gift certificate, a layaway (except for the final payment) or for a similar transaction, or for goods or services provided to a third party; (k) that contains erasures, or which is altered, unless the alteration is initialed by the customer at time of presentation; (l) is likely to be dishonored or appears forged, stolen or otherwise fraudulent; and/or (m) knowingly submit a check on an account which Bank previously denied authorization. You shall not submit or process any item with prior knowledge that the item is likely to be dishonored or that the identification used was forged, stolen, or otherwise did not belong to the check writer, or that the transaction for which the item was tendered is illegal, void or invalid. Your submission of any of the above transactions for remote deposit check processing may subject the remove deposit capture Services to immediate suspension or termination, and all your funds in your account at the Bank or otherwise in process to you as Recipient may be placed on hold. If you submit a Prohibited Item, you agree to indemnify and reimburse Bank and Nickel for, and hold Bank and Nickel harmless from and against, any and all losses, costs and expenses (including reasonable attorney's fees) Bank and Nickel may incur as a result of or in connection with the Prohibited Item.

8.5. Handling of Original Item and Creating the Image

You will only submit Images of the original Eligible Item that is still in your possession. Prior to transmitting an image of an item using the remote deposit capture Services, your signature must be affixed to the back of the Eligible Item and you endorse any Eligible Item transmitted to Bank as "For remote deposit only at Grasshopper Bank" or as otherwise instructed by Bank and Nickel. Bank and Nickel are not responsible or liable for any losses, claims, damages or expenses that result from placement of any other special instructions on any checks submitted or transmitted for deposit by you, and you shall be responsible for such losses, claims, damages or expenses. You understand that any message text or other information you elect to add to the check image transmitted to Bank may cause the depository bank's endorsement not to be legible which may result in the delayed return of the check or electronic representation if it is not paid, and you shall be responsible for any liability or losses resulting from such delay. Prior to submitting, you shall accurately create an Image and input the correct dollar amount of the check into the Device and shall ensure the MICR data, check number, and name of the maker of the check are commercially printed on any check. You understand that the appearance of the original check and the use of certain background colors, decorative images, and choices in ink on the original check may affect the ability to produce a readable digital image of the check or the creation of a Substitute Check that meets legal equivalence requirements which may require the original check to be processed for collection, and any such liability or losses related to the foregoing shall be your responsibility. You will inspect all Images to ensure the legibility of the Images including without limitation the dollar amount, the signature of the maker of the Eligible Item, and for ensuring that any and all information on the Eligible Item is accurately captured and legible in the resulting Image.

8.6. Processing, Transmission of Files and Returns

Bank and Nickel may attempt to process, collect, present for payment, return or re-present Images in any way in theirs discretion, including, as Images under private agreement or clearinghouse rules, as automated ACH entries under NACHA Rules, through a Federal Reserve payment service under Regulation J and Federal Reserve Operating Circulars, as Substitute Checks or as permitted under applicable law. Upon Bank's or Nickel's request, you will provide the Eligible Item from which the Image was created and then collect the original Eligible Item. Without limiting anything herein, Bank and Nickel may, in their reasonable discretion, reject, repair, alter, amend, re-format or convert the Image or MICR data submitted in a deposit through the remote deposit capture Services in accordance with general check collection practices and industry presentment standards, but Bank and Nickel have no obligation to do so, and Bank and Nickel shall not be liable to you for doing so or failing to do so. If Bank or Nickel require that you comply with certain formatting standards or other guidelines when submitting an Image and you decline to implement or comply with such standards or guidelines, you will be liable for any error or loss that results from the processing of such deposits or any delays caused from Bank's or Nickel's re-formatting or conversion of the deposit prior to processing the deposit. Bank and Nickel shall have no liability to you or any other person if any deposited check is processed as, or converted by Bank or Nickel to, an Image or Substitute Check. Bank and Nickel are authorized to process transactions hereunder and to disseminate information in accordance with the information Bank and Nickel receive electronically from you. Bank and Nickel shall have no responsibility for erroneous data provided by you. You shall bear all losses and liability related to the erroneous data provided in connection with a check, Image, or information that is transmitted to Bank or Nickel in connection with the remote deposit capture Services. All settlements related to remote deposit capture Services are provisional and are subject to your rights to dispute the debits and/or credits to the account or subject to Bank's right to revoke the same without prior notice in the event one or more of the transactions are rejected or returned to Bank for any reason. If for any reason funds are credited to you in excess of the amount that you are entitled to receive in connection with the Eligible Image, you shall provide to Bank the excess funds upon demand by Bank. Such excess funds may be collected by Bank by a debit initiated by Bank to your account at the Bank and any Bank Account that you have linked as payment method. You will only scan each check or Image for processing through no more than one approved Device. You shall be exclusively responsible and liable for any counterfeit, fictitious, lost, stolen or fraudulently obtained check that you submit for remote deposit. In the event of a violation of applicable law or the processing of a counterfeit, fictitious, lost, stolen or fraudulently obtained debit instrument or item, you shall be liable to Bank and Nickel for any losses or liability related to or arising out of or in connection with such transaction and shall reimburse Bank and Nickel for such transaction immediately.

8.7. Transmission of a File

At the time you submit any check or Image through the use of the remote deposit capture Services, you represent and warrant that: (i) you have endorsed all checks and other cash items for collection; (ii) the preparation and presentment of the transaction complies with the terms and conditions set forth in this Agreement; (iii) the Image of the check is a sufficient copy that is a true, correct, and an accurate Image that represents all the information on the front and back of the original check at the time the original check was truncated so that a Substitute Check created from the Image will satisfy legal equivalence requirements and the Image has not been altered in any manner by any person; (iv) you have reviewed and confirmed that the transmission of MICR line information is identical in all respects to the original check and that the encoded check amount is accurate, (v) the original check, or a paper or electronic representation, has not previously been deposited for collection with any financial institution, and no depositary bank, drawee, drawer, or endorser will be asked to pay a check that it already has paid, (vi) you will retain the original Check until final settlement of the transaction and for such additional period as may be required in the event of a disputed truncated or Substitute Check, including claims that the check or electronic representation does not satisfy legal equivalence requirements, so that the original check can be processed for collection, and that you will take reasonable efforts to safeguard any original checks until they are destroyed, (vii) you have no knowledge or notice of information to indicate that the transaction is fraudulent; (viii) that each check is for an amount agreed to by you; (ix) if you are a business entity, the check is not drawn from personal checking accounts of employees or agents; and (x) no transaction submitted for authorization to Bank or Nickel is with or through a person other you. Bank and Nickel shall be conclusively entitled to deem the remote deposit capture transaction authorized and binding upon you: (i) if the electronic transmission of the check or Image is made by, or Bank and Nickel reasonably believe the transmission of the check or Image was made by, you or any of your apparent agents or authorized representatives; (ii) if you, or any of your affiliates, principals, employees, representatives or agents, benefit from the transaction or transmission of such check or image, whether directly or indirectly; or (iv) the check or Image is transmitted through the application program interface (API) made available by Bank or Nickel; such API submission to be deemed a commercially reasonable security procedure by the parties, as contemplated by the Uniform Commercial Code.

8.8. Returned Items

You authorize Bank and Nickel to represent all items that are returned to Bank. Bank shall present the entry no more than two (2) times. If a check is returned unpaid after presentment, Bank shall be entitled to debit your account at the Bank and any Bank Account that you have linked as payment method or exercise any other rights it has under this Agreement or under applicable law. Bank and Nickel shall have no liability or obligation regarding any transaction processed at your request for any dishonored or returned check transaction, including, if any check is: (i) not honored by a customer's financial institution; (ii) fraudulent; (iii) lost, stolen, altered or counterfeit; (iv) given as a substitute for a previously accepted check, whether or not the previous check was authorized by the maker or, any check upon which you have accepted full or partial payment; (v) one of multiple checks presented in a single transaction; (vi) for goods, if the goods are subsequently returned by customer or repossessed; (vii) previously denied authorization; (viii) related to a transaction for which cash is returned back to a customer; (ix) not in compliance with this Agreement or applicable law; or (x) illegible or not permitted for deposit, including checks with incorrect MICR data scans or reads. If an Eligible Item deposited using the remote deposit capture Services is dishonored or otherwise returned to Bank as unpaid, for non-sufficient funds, or for any other reason, including by a clearing agent for any reason (including but not limited to, issues relating to the quality of the Image) and the original check was destroyed, the original check will not be returned, and Bank may charge back an Image of the Check and all fees associated with the returned item to your account at the Bank. You agree that Bank may process the Image of any replacement of an original check in the form of an electronic or paper reproduction of the original check. Unless otherwise instructed by Bank or Nickel, you agree not to deposit or submit the original check if an Image or other debit is charged back to your account at the Bank and any Bank Account that you have linked as payment method. If this Agreement is terminated for any reason, Bank will retain the right to complete the representment process for all returned check items prior to said termination. Any collection fees received by Bank in collecting returned checks shall be the sole property of Bank.

8.9. Maintenance, Retention and Destruction of Original Check

After the check is deposited using the remote deposit capture Services, you will securely store all original checks for a minimum of ninety (90) days after the check has been posted to your account at the Bank (such period is the "Retention Period"). During the Retention Period, you will take appropriate security measures to ensure that: (a) such deposited checks are stored in a location away from daily processing activity; (b) only authorized individuals or personnel have access to original checks, (c) the information contained on such checks shall not be disclosed, (d) such checks will not be duplicated or scanned more than one time or physically deposited at the Bank after being electronically deposited and (e) such checks will not be deposited or negotiated in any form. You will destroy original checks upon the expiration of the Retention Period applicable to such checks. You will use commercially reasonable methods to destroy original checks after expiration of the Retention Period. Cross-cut shredding is strongly recommended for check destruction. You are responsible and liable for any claims, losses or damages incurred by Bank and Nickel resulting from or in connection with the destruction of original Checks. You will (but in all events within forty-eight (48) hours) provide any retained original check or other information to Bank or Nickel as requested by them to aid in the clearing and collection process or to resolve claims by third parties with respect to any check or in connection with any deposit using the remote deposit capture Services. If the original check has been destroyed and Bank needs the original check to process a payment, re-present a check in order to collect a returned Image or Substitute Check, or resolve a dispute arising from a deposit through the remote deposit capture Services, you will provide a replacement check. However, if the original check was not retained and not able to be replaced or lost by you, Bank and Nickel will not be able to process or re-present the transaction.

8.10. Hardware and Software

You will scan each check through a Bank approved Device to initiate the remote deposit capture Services; provided, however, Bank and Nickel shall not be liable for any losses related to the Device (it being understood that you are completely liable for all losses and obligations associated with a Device). You are responsible for all telecommunication fees and charges, including but not limited to telephone fees, associated with and related to the use of the Device. You will maintain all equipment related to electronic check processing in good working order and shall monitor such equipment for viruses, defects, malfunctions, Device, system or software failures or interruptions at your sole expense. You shall advise Nickel immediately in the event of a breakdown of a Device, software, or of any other system failure relating to remote deposit capture services. You acknowledge that Bank and Nickel are not responsible for any equipment or software problems. Moreover, Bank's approval of such equipment does not constitute nor express an implied warranty, representation or endorsement of such equipment. You agree to utilize only equipment approved by Bank for the processing of checks and in a format and medium of transmission acceptable to Bank. You acknowledge that a Device may not capture all security features (e.g., watermarks) contained in or on the Eligible Item, and that you will manually examine the paper item to determine the authenticity prior to creating an Image. You assume all responsibility for any losses resulting or in connection with any claims based on the security features that do not survive the processing of the Image. If Bank determines to provide any software or user materials either directly or via a third party (the "Bank Software") for use with the remote deposit capture services, Bank may from time to time, make modifications or updates to the Bank Software and you agree to adopt such updates or modifications as they become available. Any Bank Software shall be subject to a separate software licensing agreement. The Bank Software may only be used to submit transactions to Bank as contemplated herein. Any license of and permission to use the Bank Software is non-exclusive and nontransferable, and it extends only to your use for the purpose of processing transactions hereunder. The Bank Software may not be used to process transactions with or through any other party without the express written consent of Bank and may not be exported in contravention of U.S. or foreign export laws.

8.11. Fund Availability

You agree that items transmitted using the remote deposit capture Services are not subject to the funds availability requirements of Federal Reserve Board Regulation CC. Bank, in its reasonable discretion, may make funds available sooner or may extend the hold period based on such factors as credit worthiness, the length and extent of your relationship with Bank, transaction and experience information, risk associated with the item and such other factors as Bank, in its reasonable discretion, deem relevant. Bank may also delay availability if there is an emergency, such as failure of computer or communications equipment. Your funds will not be available for use before Bank receives funds for any check deposited through the remote deposit capture Services. Until you receive confirmation that the funds are made available, you will not be able to withdraw funds. If you successfully transmit an Image to Bank before the cutoff time as established by Bank on a business day, Bank will consider that day to be the day of the deposit. After that time, Bank will consider the deposit to be made on the next business day. Even after the item has "cleared," Bank has made funds available to you, and you have withdrawn the funds, you are still responsible for items deposited that are returned to Bank unpaid and for any other problems involving your deposit.

9. Transaction Classification

9.1. Cash Advances

Nickel will prepare and submit credit card authorizations as purchases rather than cash advances. However, in some cases where Nickel has a reason to believe that the Recipient and the Payor are the same entity or affiliated entities, your credit card transactions may be treated as a cash advance. If this is the case, we cannot support such payment. We will notify you prior to payment submission, and you may switch to a different card or opt out of the submitting the payment altogether.

9.2. Authorizations

Treatment of Nickel authorizations is managed in the sole discretion of the issuing bank. You agree to not to hold Nickel or the Bank liable for any consequences resulting from issuer treatment of card authorizations, which may include but are not limited to cash advance fees, impacted reward program earnings, or altered credit programs and interest rate terms.

10. Payment Review

10.1. Review

At any time post submission, your payment may be subject to review, which serves to better understand the nature of and reason for your payment. During this review process and for any reason, Nickel or the Bank may place a temporary hold on the delivery of your payment for as long as reasonably required to conduct an appropriate inquiry regarding you, the Recipient, your business, a bill, payment history, and other relevant circumstances and factors.

10.2. Cooperation

You acknowledge that Nickel's ability to efficiently and effectively review your payment is reliant upon your cooperation, and you absolve Nickel and the Bank from any negative impacts to the delivery of your payment arising from delayed, incomplete, or insufficient responses to our inquiries.

10.3. Result of Payment Review

Depending on the results of this review, Nickel may instruct the Bank to clear the payment, reverse the payment, or hold the payment pending instructions from a government agency. Nickel also reserves the right to cancel any payment. In such cases and as permitted by applicable law, your funds will be returned to you via the original payment method, or if necessary via other means.

11. Returned Transactions

Recipients or the United States Postal Service may return payments for various reasons such as, but not limited to, Recipient's forwarding address expired, invalid bank routing number, invalid bank account number, Recipient remittance address is not correct, Recipient is unable to identify an account, or a Recipient account is paid in full. In addition, a Recipient may refuse to accept a payment, and neither Nickel nor the Bank will have liability for any resulting loss or damage. Nickel will use commercially reasonable efforts to provide you with notice of returned payments and will offer you through the Services the choice whether to void and credit or void and re-issue the payments. You agree that neither Nickel nor the Bank will have any liability for any such returned payments. Unless otherwise directed, Nickel will void such payments. You hereby authorize Nickel or the Bank to credit such payments to your payment method.

12. Insufficient Funds

You agree at all times to maintain sufficient funds in your payment method to satisfy all obligations including returns, reversals, and associated fees, and to add funds immediately if Nickel notifies you that your funds are insufficient. Without limiting any other available remedies, if any payment initiated from your payment method is returned because of insufficient funds, you must reimburse Nickel (or to the extent applicable, the Bank) for any corresponding payment amount immediately upon demand, plus exceptions processing fees, plus any bank fees, charges or penalties for return items. Nickel or the Bank also reserve the right to debit a Recipient's account for money paid to the Recipient on your behalf if your payment is returned because of insufficient funds or any other reason. Nickel reserves the right to suspend a Payor's access to the Services, including the ability to make payments, and withhold funds from a payment to a Recipient if the Payor has an outstanding balance with Nickel or if the Payor does not have sufficient funds in the Payor's payment method. You shall be solely responsible for all penalties, interest charges, late payment fees and service fees resulting from such a debit to the Recipient.

13. Payment Cancellation Requests

Scheduled payments may be cancelled, rescheduled or modified by following the directions through the Services. There is no charge for canceling, rescheduling or modifying a payment before it is processed. However, once Nickel or the Bank has begun processing a payment, it cannot be cancelled, rescheduled or modified, and you must submit a stop payment request.

14. Chargebacks

In the event that you as Payor initiate a chargeback, clawback, or ACH return outside of the Nickel platform for a payment that has already been transmitted to the Recipient, you agree to assign to Nickel any claims against your Recipient associated with such chargeback, clawback or ACH return. You further agree that we may contact your Recipient directly to request reimbursement for any payment that has been transmitted to the Recipient and for which you have initiated a chargeback, clawback, or ACH return. In the event that Nickel receives a chargeback, clawback or ACH return from a Payor, you as Recipient authorize Nickel to debit your Payment Method on file for the amount of the chargeback, clawback or ACH return plus any associated fees or to withhold funds from future distributions. You acknowledge and agree that your Account and access to the Services, including the ability to make payments, may be suspended or limited pending resolution of the chargeback, clawback or ACH return process resolution.

15. Stop Payment Requests and Refunds

15.1. Stop Payment Requests

Nickel's ability to process a stop payment request depends on the payment method and whether or not a check has been cleared. Nickel and the Bank must have a reasonable opportunity to act on any stop payment request after a payment has been processed. You must contact Nickel at support@getnickel.com to stop any payment that has already been processed. Although Nickel will use commercially reasonable efforts to accommodate stop payment requests, neither Nickel nor the Bank will have any liability for failing to do so. Stop payment requests may be subject to additional charges.

15.2. Payment Refunds

In certain situations following a payment submission, you may request a refund by contacting Nickel at support@getnickel.com. The availability of refunds and processes for their execution are dependent on the disbursement channels by which payments are delivered to Recipients. Nickel is unable to issue partial refunds of payments. More specific information is provided below in Sections 15.3 and 15.4. Nickel is also unable to initiate refunds in cases where a Recipient has already received your payment. If this is the case, you should contact your Recipient directly to request a refund, pursuant to their payment terms and refund policies. In the event that Nickel issues a payment refund, Nickel will generally refund a proportional amount of the Nickel Fee to you, less any unrecoverable costs Nickel may incur; however, Nickel will not refund any portion of the Nickel Fee when you use a credit card or debit card to fund your payment. In addition, if you effect a payment refund via clawback or chargeback mechanisms, Nickel will not refund any portion of the Nickel Fee. Payment refunds will be issued to your original payment method, to the most recent payment method we have on record for you, or, if necessary, via other means.

15.3. Refunds for Electronic Payments

Nickel may refund electronic payments, including those delivered via electronic fund transfer, ACH and card network providers, prior to their disbursement.

15.4. Refunds for Check Payments

Nickel may refund payments disbursed via check prior to their deposit by your Recipient. If Nickel has already sent a check, we may place a "stop payment" request to ensure it cannot be deposited. In such cases, we suggest that you contact your Recipient to let it know not to deposit the stopped check. If your Recipient attempts to deposit a stopped check, it may be charged a fee from its bank for the exception, which it may attempt to assign to you. You accept the responsibility of notifying your Recipient to not deposit your check, and you agree not to hold Nickel or the Bank liable for any costs you may incur from your Recipient in such a case. If you stop a check, void a check or if you otherwise cancel a check after it was processed by Nickel, Nickel will not refund any portion of the Nickel Fee.

16. Nickel Fees

16.1. Service Fees

You understand and agree that Nickel may charge Fees for access to and use of the Nickel Services and you agree to pay such Fees in full. Fees will be charged to your payment method, either in a separate transaction from any principal payments or in a single transaction including both amounts, depending on applicable rules. Recipient Fees may also be deducted from the payment amount received by Recipients, upon their approval. Fees for immediately processed payments are charged in real-time upon submission. Fees for Scheduled payments are locked in at time of submission and will be charged on the payment's Process Date. If a Scheduled payment is edited prior to its Process Date, the applicable Fee will be recalculated based on the presently defined rules. You acknowledge and agree that your Account and access to the Services, including the ability to make payments, may be suspended or limited in the event you are liable for amounts owed to Nickel.

16.2. Fee Updates

Fees may vary, depending upon factors including but not limited to the payment's Recipient, the payment method, and other variables both which may or may not be controlled by Nickel. Fees are subject to change at any time without prior notice and are calculated in real time and presented to you during review of your payment, prior to submission.

16.3. Subscription Fees

The Subscription Plan may require the payment of recurring subscription fees in accordance with the chosen billing cycle ("Subscription Fee"). You agree to pay, and permit Nickel to charge you in accordance with the payment details provided by you, the Subscription Fees. You agree to pay or be charged all Subscription Fees applicable to your Subscription Plan, even if you do not use the Subscription Plan during your billing cycle. If collection of a Subscription Fee fails, your access to such Subscription Plan and use of features associated with such Subscription Plan may be denied until the payment of your Subscription Fees is received. Subscription Fees may be subject to applicable taxes (including, without limitation, sales tax). All Subscription Fees are non-refundable.

16.4. Changes to Subscription Fees

Subscription Fees may be changed by Nickel at any time and for any reason. Subscription Fee changes will take effect at the start of Your next billing cycle following the date of the price change. If you do not agree with the Subscription Fee change, you may cancel your Subscription Plan prior to the price change going into effect.

17. Applicable Taxes and Penalties

17.1. Taxes

You are responsible for all, if any, applicable taxes arising from your use of the Services. You are furthermore responsible for all fees, fines, penalties and other liability incurred by Nickel, yourself, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Services. You agree to reimburse Nickel or a third party for any and all such liability.

17.2. Collection of Funds Owed

In the event that you are liable for any amounts owed to Nickel or the Bank, including for payments forwarded to Recipients for which you initiate a chargeback or ACH return, you authorize Nickel (on its own behalf and/or on behalf of the Bank) to collect such amounts from your default payment method or other available payment methods. If you do not have sufficient funds available to fulfill such payment, Nickel (on its own behalf and/or on behalf of the Bank) may engage in collection efforts and/or other legal actions to recover such amounts from you.

18. Acceptable Use

You understand and agree that eligibility to use the Services, as well as the approval of such usage, limits, and availability, may depend on factors such as your line of business, country or state of residency or incorporation, applicable anti-money laundering regulations, and Nickel's policies or procedures. These factors may change over time and are determined at Nickel's sole discretion.

18.1. Restricted Activities

You agree not to use the Services for the following purposes:

For unsupported transfers, including sending money:

• Not in direct exchange for a rendered good or service;
• For alimony or to escrow accounts;
• As a donation to an organization not classified as a registered charity;
• For payroll and/or salary payments.
• Other than for legitimate payment purposes (e.g., to test or probe card behaviors).

For unsupported goods and services, including:

• Gambling and related activity (such as lotteries, bidding fee auctions, sports forecasting or odds making, fantasy sports leagues, internet gaming, contests, sweepstakes, and games of chance);
• Unsupported debt types (such as credit card balances, uncollateralized loans, auto title loans);
• Payment for debt that has been charged off as uncollectible;
• Providing credit or loans, including payday loans;
• Illegal drugs (real or synthetic);
• Psychics and fortune tellers;
• Businesses that engage in, encourage, promote, or celebrate hate, violence, or any form of discrimination;
• Sale and exchange of currency, including digital and crypto-currencies, and cryptographic assets such as non-fungible tokens;
• Multi-level marketing, pyramid schemes or "Get rich quick" schemes, including investment opportunities or other services that promise high rewards or fast and easy money;
• Businesses that engage in unfair, deceptive, predatory, or abusive acts or practices (including acts or practices that contravene rules, laws, regulation or guidance prescribed by the Federal Trade Commission, Consumer Financial Protection Bureau or other local consumer regulatory bodies);
• Software or other technology developed to weaken industry security controls such as malware, spyware, virus, back-door, drop dead device or other similar program installation;
• Payments in connection with the cannabis industry: cannabis (including hemp and marijuana) and related businesses and products;
• Certain investment accounts or to fund unsupported investments, including but not limited to 401(k) accounts, 403(b) plans, 457 plans, 529 plans, and IRAs
• Controlled substances and related goods or services;
• Tobacco, e-cigarettes, and e-liquid;
• Pharmaceuticals, supplements and related goods or services
• Pornography, obscene materials, sexually-related or "adult" services or content, including dating or marriage services;
• Weapons (including without limitation, knives, guns, gunpowder or ammunition), fireworks, and other explosives;
• Gold, diamonds, precious metals and related goods or services;
• Credit protection or identity theft protection services including monitoring and recovery;
• Toxic, flammable, and radioactive materials; or
• Other goods and services subject to government regulation.

In violation or potential violation of applicable law, regulation, rule, or legal interest, including:

• Sending or receiving potentially fraudulent funds;
• In the course of any activity regulated by the Financial Crimes Enforcement Network (FinCEN) or any other relevant regulatory body, including payment for money services businesses, money transmitters, check cashing, wire transfers, money orders, currency exchanges or dealers, bail bonds, collections agencies or payment aggregators;
• Infringement or potential infringement of any party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
• Acting in a manner that could be defamatory, trade libelous, threatening or harassing;
• Using your Account or the Services in violation of applicable payment network rules.

In a manner detrimental to our provision of the Services, including:

• The provision of outdated, false, inaccurate, or incomplete information;
• Using any promotional or referral programs in a manner deemed abusive or against the intention of said programs;
• Maintain or using multiple Accounts;
• Allowing other individuals to access or use your Account;
• Using an anonymizing proxy;
• Using the Services in a manner that results in or may result in complaints, disputes, claims, chargebacks, fees, fines, penalties and other liability to Nickel, a third party, or you;
• Imposing unreasonable demands on our technical or personnel resources;
• Facilitating viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;
• Using any robot, bot, spider, scraper, computer code, data mining software, other automatic device or program, algorithm or methodology having similar processes or functionality, or manual process to access, monitor or copy our website or data or content found on our website or accessed through our website without our prior written permission;
• Using any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our website or the Services;
• Taking any action that may cause us to lose any of the services provided by our Recipients, payment processors, or other suppliers;
• Reselling, re-skinning, or otherwise distributing our Services;
• Breaching this Agreement or any other agreement or policy that you have agreed to with Nickel; or
• To pay wine and spirit wholesalers in the State of New York using a credit card.

If you have a payment use case which is not explicitly mentioned above, and for which you would like to confirm support, please check with us by emailing support@getnickel.com.

18.2. Remediation

Nickel may request more information relating to your use of the Services to seek to identify the restricted activities identified in Section 18.1 above ("Restricted Activities"). You agree to cooperate in any investigation and to provide confirmation of your identity and any information you provide to us, as we may require. If we have reason to believe that you have engaged in any Restricted Activities or that you have used our Services inappropriately, Nickel or the Bank (to the extent applicable) reserves the right to, in its sole discretion and at any time, take any or all of the following actions:

• Close, suspend, or limit your access to your Account or the Services;
• Hold, return, or reclaim funds as permitted by applicable law or this Agreement;
• Update inaccurate information you provided to Nickel or third parties;
• Refuse to provide Services to you or related parties in the future;
• Contact your bank or notify other Users, Recipients, law enforcement, or impacted third parties of your actions;
• Take legal action against you. When not otherwise obligated by regulatory or compliance considerations, Nickel will provide you with notice of any such actions.

18.3. American Express Restrictions

Using an American Express card as a payment method is limited to payments made to Recipients in certain permitted industries. Users may not use their American Express card as a payment method to pay Recipients in non-permitted industries, and must select their Recipient's industry when making a payment using an American Express card. When a User selects the Recipient's industry, the User acknowledges and agrees that the payment the User is making is for such Recipient's industry as selected by the User and is permitted by American Express. The use of American Express cards is only supported in the industries listed in the American Express Permitted Industries List.

18.4.

Nickel does not provide real estate loans, mortgages or any other mortgage-related services.

19. Third Party Services and Links to Other Websites

The Services may enable you to connect to third-party services or products ("Third Party Services"). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not Nickel. The Services may contain links to third party websites. The inclusion of a link to a third party website does not imply an approval, endorsement, or recommendation by Nickel. Such third party websites are not governed by this Agreement. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third party website, our Privacy Policy is no longer in effect.

Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website's own terms, rules and policies.

20. Limitation of Liability

IN NO EVENT SHALL NICKEL, OUR SUPPLIERS AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENTS, SUBSIDIARIES, AFFILIATES, BENEFICIARIES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "NICKEL PARTIES") OR THE BANK, THEIR SUPPLIERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARENTS, SUBSIDIARIES, AFFILIATES, BENEFICIARIES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "BANK PARTIES") BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT NICKEL OR THE BANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH OUR SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). THE TOTAL LIABILITY OF THE NICKEL PARTIES (IN AGGREGATE) TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES ACTUALLY INCURRED IN THE SIX (6) MONTHS PRIOR TO THE DATE UPON WHICH THE APPLICABLE CAUSE OF ACTION AROSE.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. In such case, the liability of the Nickel Parties shall be limited to the greatest extent permitted under applicable law.

21. Disclaimer of Warranties

21.1.

THE NICKEL PARTIES AND THE BANK PARTIES PROVIDE THEIR RESPECTIVE SERVICES "AS IS" AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. THE NICKEL PARTIES AND THE BANK PARTIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER THE NICKEL PARTIES OR THE BANK PARTIES ARE RESPONSIBLE FOR YOUR FAILURE TO PERFORM OBLIGATIONS UNDER THE AGREEMENT AND DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU, NICKEL, THE BANK, OR ANY THIRD PARTY. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH NICKEL'S WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

21.2.

Neither Nickel nor the Bank has any control over the products or services that are paid for using the Services and Nickel nor the Bank can ensure that a Recipient you are dealing with will actually complete the transaction or is authorized to do so. Nickel does not guarantee continuous, uninterrupted or secure access to any part of our Service, and operation of our site may be interfered with by numerous factors outside of our control. Nickel will make reasonable efforts to ensure that requests for electronic debits and credits involving credit cards are processed in a timely manner but Nickel makes no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of our control, such as delays in the banking system. Some jurisdictions do not allow the disclaimer of implied warranties, in which case the foregoing disclaimers may not apply to you.

22. Indemnification

You agree to defend, indemnify and hold the Nickel Parties and the Bank Parties harmless (including payment of reasonable attorney's fees) against any claim or demand (including attorneys' fees) made or incurred by any third party arising out of or relating to (a) your breach of any provision of this Agreement; (b) any actions taken by Nickel or the Bank pursuant to your instructions; (c) your use of the Nickel Services or any Bank services; (d) your obligations to pay fees or fines to Nickel, the Bank or any third parties; (e) negligence or willful misconduct of your affiliates, employees, contractors, or agents; and (f) all third-party indemnity obligations Nickel or the Bank incur as a direct or indirect result of your acts or omissions (including indemnification of any payment card network, card issuer, or intermediary bank).

23. Closing Your Account; Cancellation of Subscription Plans

23.1.

You may request the closure of your Account at any time by emailing Nickel at support@getnickel.com. Nickel also reserves the right to close your Account at any time with or without notice to you for any reason (including failure to pay Fees or inactivity). You will remain liable for all obligations related to your Account even after your Account is closed, including any fees or charges already due to Nickel. You may not close your Account to evade an investigation. Any payments processed prior to Account closure will be completed by the Services, except those that may be cancelled following a payment review, per Section 10. All scheduled payments for which you have not yet been debited at the time of Account closure will be considered cancelled. Nickel may deny a request to close the Account for any reason at its sole discretion without providing a reason.

23.2.

Subject to Section 23.1, You may request to cancel your Subscription Plan at any time through your Account or by emailing Nickel at support@getnickel.com. Cancelation of a Subscription Plan will take effect the day after the last day of the then current billing cycle. You will be able to continue to access and use the Subscription Plan and available features until the end of your billing cycle.

24. Nickel's Suspension and Termination Rights

Nickel, in its sole discretion, reserves the right to suspend or terminate this Agreement, or suspend, terminate, or limit your access to, or use of, your Account or some or all of the Services at any time upon notice to you. Please note that Nickel reserves the right to terminate the Services at any time. Nickel will try to notify you in advance, but is not obliged to do so.

25. Consent to Electronic Disclosures

25.1. Consent to Communications

Because the Services are provided electronically, you agree that Nickel may provide important information electronically. Nickel will issue the following information and disclosures ("collectively, "Communications") electronically via the Nickel Services or via electronic mail ("email"):

• This Agreement, the Nickel Privacy Policy, any other policies you agree to, and any amendments, modifications, or supplements to these agreements or policies;
• Disclosures or notices provided in connection with the Services, including any required by applicable law;
• Any customer service communications, including communications with respect to claims of error or unauthorized use of the Services;
• Transaction history information, and
• Any other communications related to the Services or your Account.

Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Service.

25.2. No Obligation to Provide Paper Communication

Although Nickel reserves the right to provide Communications in paper format at any time, you agree that Nickel is under no obligation to do so. All Communications in either electronic or paper format will be considered to be "in writing." You should print a paper copy of this Agreement and any Communication that is important to you and retain the copy for your records. If you do not wish to receive this Agreement or the Communications electronically, you may not use the Services.

25.3. Withdrawal of Consent

You can withdraw your consent to receive most Communications from Nickel by emailing us at support@getnickel.com or following the unsubscribe procedure contained in any Communication you receive from us. However, if you withdraw your consent, you may no longer be eligible to use certain portions of the Services. Nickel also reserves the right to terminate your Account if you withdraw consent to future electronic Communications. Any withdrawal of your consent to receive electronic Communications will be effective only after Nickel has a reasonable period of time to process your withdrawal, which period of time shall be no longer than fifteen (15) days, or such other time as is appropriate under the circumstances, as determined by Nickel in its sole discretion. Withdrawing your consent will not affect the completion of pending payments or the validity of completed payments.

25.4. Requesting Paper Documents

You have a right to receive Communications in paper form. If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 180 days of the date we provided the Communication to you. Nickel will provide paper copies free of charge. Requests to receive any paper copy may be made by mailing a written request to us at 45 Main St. Suite 416, Brooklyn, NY, 11201. We will provide a replacement Communication within fifteen (15) business days. In order for us to send you a paper copy of a Communication, you must have a current mailing address on file in your Account.

25.5. Hardware and Software Requirements

In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an email address. By clicking the "Sign Up" button, you are confirming to Nickel that you have the means to access, and to print or download, Communications.

25.6. Consent to Text Messages

By entering into this Agreement or using the SERVICES, you agree to receive TEXT MESSAGES FROM NICKEL AT THE TELEPHONE NUMBER THAT YOU PROVIDE TO US. YOU AGREE THAT TEXTS may be generated by automatic telephone dialing systems. TEXT MESSAGES from NICKEL may include but are not limited to: operational communications concerning your Account or use of the Services, updates concerning new and existing features of the Services, and communications concerning promotions run by us or our third-party partners. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

25.7. Withdrawal of Consent to Text Message

If you wish to opt out of promotional texts, you may email support@getnickel.com. You acknowledge that you are not required to consent to receive promotional texts as a condition of using the Services. If you wish to opt out of all texts from Nickel (including operational or transactional texts), you can also email support@getnickel.com, however you acknowledge that opting out of receiving all texts may impact your use of the Services.

26. Feedback

In connection with your use of Services, you may elect to submit feedback, suggestions and/or other comments regarding the website and/or the Services (collectively, the "Feedback"). Nickel may, in its sole discretion, decide to incorporate some or all of this Feedback into the website and/or the Services. You hereby grant Nickel a worldwide, perpetual, nonexclusive, sublicensable, royalty-free license to use, reproduce, distribute, transmit, disclose, display, modify and create derivative works of all such Feedback. You further represent and warrant that you have all rights necessary to provide Nickel the Feedback and that the use of the feedback by Nickel will not violate, infringe otherwise misappropriate any third party rights.

27. Resolving Disputes; Agreement to Arbitrate; Class Action and Jury Waiver

PLEASE READ THIS SECTION (THE "ARBITRATION AGREEMENT") CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH INDIVIDUAL ARBITRATION INSTEAD OF COURT TRIALS AND CLASS ACTIONS. THIS SECTION ALSO CONTAINS A JURY TRIAL WAIVER AND A WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN CLASS, COLLECTIVE, CONSOLIDATED (OTHER THAN ANY BATCHING PROCEDURES CONDUCTED BY THE ARBITRAL FORUM), PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION IN ARBITRATION OR LITIGATION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

27.1. Mandatory Individual Arbitration

Any dispute, claim, or controversy between you and the Nickel Parties ("Dispute"), including but not limited to disputes, claims, or controversies related to or arising from websites, mobile applications, or other applications owned or operated by the Nickel Parties, or related to or arising from the Services, the Agreement, or the Privacy Policy or any other agreements, addenda, or terms entered into by you and Nickel or any other Nickel Party that are governed by, or otherwise incorporate by reference, the Agreement ("Other Agreements"), including, without limitation, those disputes, claims, or controversies relating to the formation, breach, termination, enforcement, interpretation, validity, scope, or applicability of the Agreement, Other Agreements, and the Arbitration Agreement included herein, whether such Dispute arose before, on, or subsequent to you entering the Agreement, and if not resolved through the informal dispute resolution procedure set forth below, shall be exclusively resolved by individual, binding arbitration in accordance with this Arbitration Agreement. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Agreement is unconscionable or illusory, in whole or in part, and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding the foregoing and the Class Action/Jury Trial Waiver below, you and the Nickel Parties each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. Any legal action by the Nickel Parties against a non-consumer or its interactions with governmental and regulatory authorities shall not be subject to arbitration. Either party may also elect to have Disputes heard in small claims court seeking only individualized relief, so long as the action is not removed or appealed to a court of general jurisdiction.

To the fullest extent permissible by applicable law, all Disputes must be filed within one year after such claim or cause of action arose or it will be forever barred.

If any court or arbitrator determines that this Arbitration Agreement is void or unenforceable for any reason as to Disputes arising before the date of posting of this Arbitration Agreement, then you may still be bound to previous versions of this Arbitration Agreement by reason of your separate agreement to those previous versions.

If any Dispute is determined not to be subject to arbitration or resolution in small claims court, the exclusive jurisdiction and venue for proceedings concerning such Dispute shall be the federal or state courts of competent jurisdiction in New York and shall be interpreted, governed, and enforced in accordance with substantive and procedural law of the State of New York without regard to choice of law or conflict of law provisions.

27.2. Class Action/ Jury Trial Waiver

You and the Nickel Parties agree that, to the fullest extent permitted by law, each party is waiving the right to a trial by jury or to participate as a plaintiff, claimant, or class member in any class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), private attorney general, or representative proceeding. This means that you and the Nickel Parties may not bring a claim on behalf of a class or group and may not bring a claim on behalf of any other person unless doing so as a parent, guardian, or ward of a minor or in another similar capacity for an individual who cannot otherwise bring their own individual claim. This also means that you and the Nickel Parties may not participate in any class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), private attorney general, or representative proceeding brought by any third party.

Unless both you and the Nickel Parties agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), or representative proceeding. If any court or arbitrator determines that this Class Action/Jury Trial Waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the Arbitration Agreement shall be deemed null and void in its entirety, and you and the Nickel Parties shall be deemed not to have agreed to arbitrate Disputes.

To the extent that any claims are allowed to proceed on a class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), or representative basis, such claims must be litigated in a federal or state court of competent jurisdiction in New York, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

Notwithstanding the foregoing, you or the Nickel Parties may participate in a class-wide settlement.

27.3. Opt-Out Procedures

To opt out of this Arbitration Agreement, you must send us a written opt-out notice ("Opt-Out Notice") by email at support@getnickel.com within 30 days from the earlier of the date that you first accessed the Services, or first accessed or provided information to the website, mobile application, or other applications owned or operated by Nickel after the posting of the Agreement ("Opt-Out Period"). The Opt-Out Notice must contain your full legal name, your complete mailing and email address and phone number, a clear statement that you wish to opt-out of this Arbitration Agreement, and your signature. If your Opt-Out Period has passed, you are not eligible to opt out of this Arbitration Agreement. If you opt-out of this Arbitration Agreement, all other provisions of the Agreement will continue to apply to you. Additionally, if you opt-out of this Arbitration Agreement, you may still be bound to previous versions of this Arbitration Agreement by reason of your separate agreement to those previous versions. In other words, opting-out of this Arbitration Agreement shall have no effect on any previous, other, or future arbitration agreements you may enter into with the Nickel Parties. As stated above, if you do not opt-out of this Arbitration Agreement within the Opt-Out Period, then you will be bound to the terms and conditions of this Arbitration Agreement which shall supersede and replace in its entirety all previous versions of the Nickel Parties' arbitration agreements and class action provisions. If you timely provide the Nickel Parties' with a valid Opt-Out Notice, all Disputes shall be subject to the exclusive jurisdiction of, and you consent to venue in, the state and federal courts located in New York.

27.4. Rules and Governing Law

27.4.1. Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures

You and we agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective and mutually beneficial outcome. Therefore, in the event of a Dispute, you and the Nickel Parties each agree to send the other party a written notice of Dispute from you to any Nickel Party ("Notice of Dispute"). A Notice of Dispute from you to the Nickel Parties must be emailed to support@getnickel.com. Any Notice of Dispute must include (i) the claimant's full legal name, complete mailing address, and email address; (ii) a description of the nature and basis of the claim or dispute; (iii) any relevant facts regarding claimant's use of the Services, website, mobile application, or other applications provided by Nickel, including whether claimant receives any emails associated with the Services, website, mobile application, or other applications provided by Nickel whether claimant has made a payment or received a payment using the Services, the website, the mobile application or other applications provided by Nickel, and if so, the date(s) of the payment(s); and (iv) a personally signed statement from the claimant (and not their counsel) verifying the accuracy of the contents of the Notice of Dispute. The Notice of Dispute must be individualized, meaning it can concern only your dispute and no other person's dispute. The Nickel Parties will send any Notice of Dispute to you at the email address or mailing address it has for you, if any.

After receipt of a Notice of Dispute, the parties shall engage in a good faith effort to resolve the Dispute for a period of 60 days (which can be extended by agreement). You and we agree that, after receipt of the Notice of Dispute, the recipient may request an individualized telephone or video settlement conference (which can be held after the 60-day period) and both parties will attend (with counsel, if represented). You and we agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually-convenient time and to seek to reach a resolution.

Compliance with this Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures Section is a condition precedent to initiating arbitration. Any applicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution procedures set forth in this Subsection. All of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are essential so that you and the Nickel Parties have a meaningful opportunity to resolve disputes informally. If any aspect of these requirements has not been met, the parties agree that a court of competent jurisdiction may enjoin the filing or stay the prosecution of an arbitration. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with these procedures in arbitration.

If the parties cannot resolve the Dispute through the informal dispute resolution procedures above, you and the Nickel Parties each agree that all Disputes shall be resolved exclusively through final and binding individual arbitration, rather than in court. The parties may agree to waive hearings and resolve Disputes through submission of documents. Any arbitration hearing will be conducted remotely by telephone or video conference to the extent possible, but if the arbitrator determines, or the parties agree, that a hearing should be conducted in person, the arbitration hearing will take place as close to your residence as practicable, or another agreed upon locale, and shall be before one arbitrator.

All Disputes shall be submitted to National Arbitration and Mediation, www.namadr.com, ("NAM"), for arbitration before one arbitrator. The arbitration will be administered by NAM in accordance with the NAM rules and procedures, including any supplementary rules and fee schedules, then in effect ("NAM Rules"), except as modified by this Arbitration Agreement. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the NAM Rules. A form for initiating arbitration proceedings is available on NAM's website at https://www.namadr.com/resources/rules-fees-forms/. You and we agree that the party initiating arbitration must submit a certification that they have complied with and completed the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures requirements referenced above, and that they are a party to the Arbitration Agreement enclosed with or attached to the demand for arbitration. The demand for arbitration and certification must be personally signed by the party initiating arbitration (and their counsel, if represented). The parties agree that submission of the certification shall be required for the Dispute to be deemed properly filed. For additional information on how to commence an arbitration proceeding, you can contact NAM at commercial@namadr.com.

If NAM determines that 25 or more substantially similar arbitration demands presented by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization are allowed to be submitted for arbitration, NAM's mass filing fee structure shall apply and the parties agree that the arbitrations will proceed in accordance with the batching process as follows: (i) NAM shall administer the arbitration demands in batches of at least 25 claims of a substantially similar nature, with the discretion to create additional batches if NAM finds that they are necessary to facilitate the efficient resolution of demands; (ii) NAM shall provide for the resolution of each batch as a single consolidated arbitration with one procedural calendar and one hearing (if any) and one final award; and (iii) NAM shall apply a single initial filing fee and administrative fee per batch for each side with respect to the fees set forth in NAM's fee schedule. You agree to cooperate in good faith to implement this batch approach to facilitate the efficient resolution of these claims. All parties agree that arbitrations are of a "substantially similar nature" for purposes of this batching procedure for claims administered by NAM if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. This batching procedure for claims administered by NAM shall in no way be interpreted as authorizing class arbitrations of any kind. The Nickel Parties reserve all rights and defenses as to each and any demand and claimant. If any court or arbitrator determines that this batching procedure for claims administered by NAM and the batching procedure of another arbitration service provider mutually agreed on by the parties (as applicable) are both void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the Arbitration Agreement shall be deemed null and void in its entirety, and you and the Nickel Parties shall be deemed not to have agreed to arbitrate Disputes.

If NAM notifies the parties in writing that it is not available to arbitrate any Dispute, or if NAM is otherwise unable to arbitrate any Dispute, then the parties will mutually agree on a different arbitration service provider, that the Dispute shall be submitted to for final and binding individual arbitration before one arbitrator. The arbitration will be administered by such other arbitration service provider in accordance with its rules, except as modified by this Arbitration Agreement.

Notwithstanding any choice of law or other provision in the Agreement, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"), will govern its interpretation and enforcement and any proceedings under it. It is the intent of the parties that the FAA and the NAM Rules or the rules of any another arbitration service provider mutually agreed on by the parties (as applicable) shall preempt all state laws to the fullest extent permitted by law. If the FAA and the NAM Rules or the rules of any other arbitration service provider mutually agreed on by the parties (as applicable) are found to not apply to any issue that arises under this Arbitration Agreement, then that issue shall be interpreted, governed, and enforced in accordance with substantive and procedural law of the State of New York, without regard to choice of law or conflict of law provisions.

At the conclusion of the arbitration proceeding, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. An arbitrator's award that has been fully satisfied shall not be entered in any court.

As in court, you and the Nickel Parties agree that any counsel representing a party in arbitration certifies when initiating and proceeding in arbitration that they are complying with the requirements of Federal Rule of Civil Procedure 11(b) and any applicable state laws of similar import, including certification that the claim or relief sought is neither frivolous nor brought for an improper purpose. The arbitrator is authorized to impose any sanctions under the NAM Rules or the rules of any other arbitration service provider mutually agreed on by the parties (as applicable), Federal Rule of Civil Procedure 11, or applicable federal or state law, against all appropriate represented parties and counsel.

Except as expressly provided in the Arbitration Agreement, the arbitrator may grant any remedy, relief, or outcome that the parties could have received in court, including awards of attorneys' fees and costs, in accordance with applicable law.

27.4.2. Arbitrator's Fees

You and we agree that arbitration should be cost-effective for all parties and that any party may engage with NAM, or any other arbitration service provider mutually agreed on by the parties (as applicable), and/or the arbitrator to address the apportionment of the arbitrator's fees.

27.4.3. Confidentiality

The parties agree that the arbitrator is authorized to issue an order requiring that confidential information of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award and that any permitted court filing of confidential information must be done under seal to the furthest extent permitted by law.

27.4.4. Requirement of Individualized Relief

The parties agree that the arbitrator is authorized, upon either party's request, to award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If any of the prohibitions on non-individualized declaratory or injunctive relief, class, representative, and private attorney general claims, or consolidation set forth under this Arbitration Agreement are found to be unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for injunctive relief sought with respect to a particular claim), then, after exhaustion of all appeals, the parties agree such a claim or request for relief shall be decided by a court of competent jurisdiction, after all other arbitrable claims and requests for relief are arbitrated.

You agree that any arbitrations between you and the Nickel Parties will be subject to this Arbitration Agreement and not to any prior arbitration agreement you had with the Nickel Parties, and, notwithstanding any provision in the Agreement to the contrary, you agree that this Arbitration Agreement amends any prior arbitration agreement you had with the Nickel Parties, including with respect to claims that arose before this or any prior arbitration agreement.

27.5. Opt-Out of Future Changes to Arbitration Agreement

Notwithstanding any provision to the contrary, if the Nickel Parties make any future change to this Arbitration Agreement (other than a change to the address to which a Notice of Dispute is sent, support@getnickel.com, or other non-material changes), you may reject any such change by sending the Nickel Parties an email to support@getnickel.com within 30 days of the posting of the amended arbitration agreement that provides: (i) your full legal name, (ii) your complete mailing address, (iii) your phone number, (iv) the change(s) you are rejecting, (v) and, if applicable, the username or email address associated with any payment made or received using the Services, website mobile application, or other applications provided by Nickel. It must include a statement, personally signed by you, that you wish to reject the specified change to the Arbitration Agreement. This is not an opt-out of arbitration altogether.

27.6. Severability & Survival

If any provision of this Arbitration Agreement, or a portion thereof, is found to be void, invalid, or otherwise unenforceable, then that portion shall be deemed to be severable and, if possible, superseded by a valid, enforceable provision, or portion thereof, that matches the intent of the original provision, or portion thereof, as closely as possible. The remainder of this Arbitration Agreement shall continue to be enforceable and valid according to the terms contained herein.

Notwithstanding the foregoing, if any court or arbitrator determines that the batching procedure for claims administered by NAM (set forth above) or another arbitration service provider mutually agreed on by the parties (as applicable) are both void or unenforceable for any reason or that an arbitration can proceed on a class basis, then, after exhaustion of all appeals, the Arbitration Agreement shall be deemed null and void in its entirety.

This Arbitration Agreement shall survive termination of the Agreement.

28. Release of Nickel and the Bank

If you have a Claim with one or more Recipients or other third parties, you release Nickel and the Bank (and their respective officers, directors, agents, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such Claims.

29. Responsibility for Compliance with Law

You expressly acknowledge and agree that you (not Nickel and not the Bank) are responsible for compliance with all laws applicable to the payment you are making or receiving and the transaction giving rise to the payment.

30. General

30.1. Complete Agreement

This Agreement together with any other Nickel documents, policies and/or agreements referenced herein sets forth the entire understanding between you and Nickel with respect to the Services. The following sections of this Agreement and all other terms which by their nature should survive, will survive the termination of this Agreement: 20 (Limitation of Liability), 21 (Disclaimer of Warranties), 27 (Dispute Resolution and Arbitration), 28 (Release of Nickel and the Bank), and 30 (General). If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

30.2. Intellectual Property

"Nickel", and all logos related to Nickel, are either trademarks or registered trademarks of Nickel or its licensors. You may not copy, imitate or use them without Nickel's prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Nickel. You may not copy, imitate, or use them without our prior written consent. All right, title and interest in and to the Nickel website, any content thereon, the Services, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing, is the exclusive property of Nickel and its licensors.

30.3. Force Majeure

Neither Nickel nor the Bank shall be liable for any issues or delayed performance caused by circumstances beyond Nickel's or the Bank's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, service provider failures or delays.

30.4. Assignment

You may not transfer or assign any rights or obligations you have under this Agreement without Nickel's prior written consent. Nickel reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.

30.5. Severability

If any provision of this Agreement is held to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

30.6. No Waiver

If Nickel fails or delays in exercising any right, power or remedy or to take action against any breaches of this Agreement, it does not mean that it waives its right at a later time to enforce the same.

30.7. Contacting Nickel

Unless otherwise stated in this Agreement, notices, inquiries, and requests to Nickel should be emailed to support@getnickel.com. Please note that email communications sent to Nickel for Account-related matters (e.g., late fee reimbursements, refund requests, etc.) must come from the email address listed in your Account. Account-related communications initiated via other channels may require identity verification in order to obtain information or change settings.