Green Dot Financial Network®

The following terms and conditions (“GD Cash Deposit Terms”) apply to all GD Cash Deposit Services (as defined below) through the Green Dot^® Financial Network (“GD Network”). As a condition to Client becoming and remaining a participant in the GD Network, using the GD Cash Deposit Services, or making available the GD Cash Deposit Services to End Users, Client acknowledges and agrees to the terms and conditions set forth herein.

Unit reserves the right to amend these GD Cash Deposit Terms at any time and for any reason and will notify Client of any such changes by posting the revised GD Cash Deposit Terms on Unit’s website, available at www.unit.co (“Unit Website”). Client should check these GD Cash Deposit Terms on the Unit Website periodically for changes. All changes shall be effective upon posting to the Unit Website. Client's continued participation in the GD Network, use of the GD Cash Deposit Services, or provision of access to the GD Cash Deposit Services to End Users after any change to these GD Cash Deposit Terms constitutes Client's agreement to be bound by any such changes.

RECITALS

WHEREAS, Green Dot Corporation (“GD Network Operator”) has developed a network of merchant locations known as the Green Dot® Financial Network, through which cardholders have the ability to load additional value onto prepaid stored value cards and into prepaid or deposit accounts;

WHEREAS, Client markets to End Users prepaid accounts, stored value cards and/or debit cards (“Payment Cards”), and/or deposit accounts, in each case issued by Bank Partner;

WHEREAS, Unit and Client have entered into a Client Services Agreement whereby Unit provides technology services to Client to enable Client to make available certain financial services, including Payment Cards, from Bank Partner to End Users;

WHEREAS, Client, Unit and Bank Partner have entered into a Banking Services Agreement whereby Bank Partner provides Banking Services to Client and End Users.

WHEREAS, Bank Partner and Unit have each entered into an agreement with GD Network Operator pursuant to which Bank Partner and Unit may sponsor clients for membership in the Network subject to certain conditions imposed by, and commitments and obligations to, GD Network Operator; and

WHEREAS, Client desires to utilize the GD Network in order to permit End Users to load value onto Payment Cards and/or into the prepaid or deposit accounts related to such Payment Cards.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Client, intending to be legally bound, agrees as follows:

AGREEMENTS

1.Definitions.

Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Banking Services Agreement (as amended or modified from time to time).

1.1 “Banking Services Agreement” means the agreement between Client, Bank Partner, and Unit governing the Banking Services, which agreement incorporates these GD Cash Deposit Terms by reference.

1.2 “GD Cash Deposit Services” means (a) all cash deposit, Payment Card Load, and related services provided by the GD Network Operator via the GD Network (and the GD Network Operator’s participating merchants) to Client and/or End Users, as applicable; and (b) all Unit Services and Banking Services used by Client to access and make available to End Users the services set forth in clause (a).

1.3 “GD Operating Rules” means Green Dot Financial Network Operating Rules (as in effect on the date when Client commences use of the GD Cash Deposit Services and as the same may be amended or modified from time to time).

1.4 “Load” has the meaning set forth in the GD Operating Rules.

1.5 “Merchant Site” has the meaning set forth in the GD Operating Rules.

2. Network Membership; Client Requirements.

2.1 Participation in GD Network. Subject to Client’s compliance (as determined by Unit, Bank Partner, and/or GD Network Operator, as applicable) with all applicable terms and conditions set forth in these GD Cash Deposit Terms, in the GD Operating Rules and GD Marketing Toolkit (defined below), in the Banking Services Agreement and Client Services Agreement, and with all Applicable Law, Client is hereby granted the right to be a participant in the GD Network with respect to Payment Cards issued by Bank Partner, which right shall be revocable by GD Network Operator, Unit, or Bank Partner in its sole discretion. Such right shall permit End Users to Load their Payment Cards at any Merchant Site. Client acknowledges that Client shall receive no compensation from Unit, Bank Partner, or GD Network Operator in respect of Loads except as expressly set forth in the Banking Services Agreement. Client shall not permit any non-U.S. subsidiaries or affiliates to access the GD Network directly or indirectly through the Unit Platform.

2.2 Third-Party Risk Management Requirements. Without limiting any other Client obligations under the Banking Services Agreement or Client Services Agreement, Client agrees to comply promptly with any due diligence or third-party risk management-related requests and requirements from Unit in connection with the GD Cash Deposit Services. Upon GD Network Operator’s or Bank Partner’s request, Client agrees to provide any additional due diligence evidence that GD Network Operator, Unit, or Bank Partner determines is necessary to comply with GD Network Operator’s, Unit’s or Bank Partner’s own compliance obligations or Applicable Law, including GD Network Operator’s, Unit’s or Bank Partner’s third-party risk management program.

2.3 Information Security Requirements. Client agrees that Client will comply with all information security requirements set forth in the Banking Services Agreement and Client Services Agreement and otherwise required by Applicable Law in connection with Client’s participation in the GD Network and use of the GD Cash Deposit Services. Without limiting Client’s other obligations set forth in such agreements, Client agrees to provide Unit with written notice of any Security Incident involving the GD Cash Deposit Services within twenty-four (24) hours after Client becomes aware of such Security Incident and provide Unit with a written report related to such Security Incident within three (3) days thereafter.

3. Operating Rules.

Clients acknowledges that Client has received a copy of the GD Operating Rules.  Client agrees to be bound by and comply with the GD Operating Rules (as amended from time to time) and all material obligations set forth in these GD Cash Deposit Terms. Client agrees that the GD Operating Rules, as the same may be amended or modified by Network Operator from time to time in its sole discretion, are incorporated into and shall form a part of these GD Cash Deposit Terms.

4. Representations and Warranties.

Client represents and warrants that as of the date Client commences use of the GD Cash Deposit Services and at all times when Client is a participant in the GD Network or uses the GD Cash Deposit Services, Client is not (and will not be): (a)  a business based outside of the U.S. (provided, however, that such representation is only made by Client and not on behalf of its affiliates); (b) a dealer in foreign currency; (c) engaged in illegal drug-related (including marijuana) businesses or activity; (d) involved in illegal sale of firearms; or (e) engaged in the distribution of illegal pornography.

5. Marketing.

Subject to the terms and conditions of these GD Cash Deposit Terms, the GD Operating Rules, the Banking Services Agreement and Client Services Agreement, Clients are permitted to market the GD Network to End Users as an option for making Loads to Payment Cards in accordance with the Operating Rules. Clients shall use marketing materials related to the GD Network only in accordance with marketing guidelines provided by GD Network Operator to Unit and Clients (including the document entitled “GD Marketing Toolkit”), as such guidelines may be amended from time to time. Client acknowledges receipt of a copy of the GD Marketing Toolkit. Client acknowledges and agrees that any use of marketing materials by Client will be subject to GD Network Operator’s prior written approval unless such marketing materials do not reference the GD Network, GD Network Operator, or any trademarks with respect thereto; provided that such prior written approval by GD Network Operator shall not be required for marketing messages pre-approved by GD Network Operator that, if used by Client in the form approved by GD Network Operator and without any changes.

6. Term and Termination.

Client acknowledges and agrees that these GD Cash Deposit Terms shall apply (a) to Client upon Client’s initial use of the GD Cash Deposit Services; (b) for so long as Client or End Users are using the GD Cash Deposit Services and Client is a participant in the GD Network; and (c) for all acts or omissions by Client or End Users during such time. Client acknowledges and agrees that Unit, Bank Partner, and/or Network Operator shall have the right at any time in such party’s sole discretion to suspend or cease making available the GD Cash Deposit Services to Client and End Users and to terminate these GD Cash Deposit Terms upon written notice to Client.

7. Confidential Information.

Without limiting Client’s confidentiality obligations under the Banking Services Agreement and Client Services Agreement, Client agrees to treat as “Confidential Information” all confidential information of GD Network Operator that Client receives in its capacity as a participant in the GD Network and in connection with the GD Cash Deposit Services and these GD Cash Deposit Terms.

8. Liability.

As between Unit, Bank Partner, and Client, Client acknowledges and agrees that Client shall be solely liable for all losses or damages of any kind incurred by Client or End Users in connection with Client’s participation in the GD Network or Client’s or End Users’ use of the GD Cash Deposit Services.

9. Indemnification.

Without limiting the indemnities set forth in the Operating Rules, the Banking Services Agreement, and the Client Services Agreement, Client agrees to indemnify, defend, and hold harmless Unit and Bank Partner (and Unit’s and Bank’s Partner’s directors, officers, shareholders, employees and agents) (collectively, the “Indemnified Parties”) against any and all third-party proceedings, claims, demands, causes of action, damages, fines (including those imposed by payment systems or any Governmental Authorities), reasonable expenses (including reasonable attorneys’ fees and other legal expenses), liabilities, harm or other losses of any third party (collectively, “Indemnified Losses”) that result from or arise out of: (a) any material breach by Client of these GD Cash Deposit Terms or the GD Operating Rules; (b) any infringement or violation by Client of the GD Network Operator’s intellectual property rights; (c) any unauthorized use or disclosure of the GD Network Operator’s Confidential Information; or (d) any breach by Client of Applicable Law in connection with these GD Cash Deposit Terms, Client’s use of the GD Cash Deposit Services, or Client’s participation in the GD Network.

10. Other.

10.1 Relationship between Parties. Client acknowledges and agrees that neither Client nor GD Network Operator is the agent, partner, joint venturer, trustee, nor legal representative of the other, nor does either have any authority to act for or incur any obligations on behalf of or in the name of the other.

10.2 Survival. Sections 7, 8, 9 and all exhibits of these GD Cash Deposit Terms and Sections 4 (Confidentiality), 8 (Indemnification), 9 (Dispute Resolution) and 10 (Intellectual Property) of the GD Operating Rules shall survive the termination or expiration of this Agreement.

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