Unit Pilot Deposit Account Agreement

Please read this Unit Pilot Deposit Account Agreement (“Agreement”) carefully and retain it for your future reference. This Agreement contains the terms, conditions and disclosures applicable to the deposit account(s) (“Account”) at Blue Ridge Bank, N.A. (“Bank”) made available by Unit Finance, Inc. (“Unit”) to eligible businesses solely for their use in testing Unit’s technology, dashboard, and related APIs (collectively, “Unit Platform”) in a pilot capacity (“Unit Pilot”). If you decide to open one or more Accounts through your use of Unit Pilot, this Agreement will govern your use of such Account(s).

If you decide to obtain a debit card linked to the Account (“Unit Pilot Debit Card”), the Unit Pilot Debit Cardholder Agreement, not this Agreement, will govern your use of the Unit Pilot Debit Card and associated transactions. Please read the Unit Pilot Debit Cardholder Agreement carefully and retain it for your future reference.

When you see the words “we,” “us,” or “our” in this Agreement, it refers to the Bank, Unit acting as agent for the Bank, and any of the Bank’s affiliates, successors, assignees, agents or service providers. When you see the words “you” or “your,” it refers to you, the commercial owner of the Account, as well as your Authorized Users, representatives, officers, agents and successors.

By opening or using the Account, you agree to be bound by this Agreement as well as any other agreement or document we may provide to you from time to time in connection with the Account. The attached Exhibit A summarizing the transaction limits on your Account is incorporated into this Agreement.

IMPORTANT NOTE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTIONS AND YOUR RIGHT TO A JURY. THE TERMS OF ARBITRATION AND THE WAIVER APPEAR IN SECTION 7 OF THIS AGREEMENT.

1. Account Overview

1.1 How to Contact Us

You may contact us with any questions or concerns regarding your Account, including any suspected errors or unauthorized activity in your Account. All communication between you and us will be handled by Unit. The best way to contact us is through support@unit.co.

1.2 Type of Account and Eligibility

The Account is a non-interest-bearing, non-consumer demand deposit account used to hold your deposits and make limited types of transfers only. The Account may only be used for business purposes and cannot be used for any personal, family or household purposes.

To open an Account, you must be a sole proprietorship, corporation, unincorporated association, limited liability company, limited liability partnership, or partnership (collectively, a “Business Entity”) within the fifty (50) United States, the District of Columbia, and all U.S. territories. Other eligibility requirements may apply.

We may decline to open an Account for any reason at the sole discretion of the Bank or Unit. We are not liable for any damages or liabilities resulting from refusal of an Account relationship.

1.3 Account Purpose and Functionality

The Account is provided for the sole purpose of testing the Unit Platform in a pilot capacity as part of Unit Pilot.  The Account is not intended to, and shall not, serve as a primary, ongoing, or operational deposit account for your business.

Unit will provide you with application programming interfaces (“APIs”), access to an online dashboard, and other tools to enable you to test the Unit Platform using a live Account. Because Unit Pilot is intended to allow you to test Unit’s APIs and application development environment, we do not provide you with applications, interfaces, login credentials, or codes to access the Account, including online or mobile access. Not all features described in this Agreement may be available on all Accounts.

By opening an Account, you understand and agree that we will impose transaction limits and other limitations to the features of the Account. These limitations are detailed in Exhibit A of this Agreement. We reserve the right to change such limitations without notice, for any reason, at any time. Your continued use of the Account constitutes your acceptance of such changes.

1.4 Paperless Account

To open an Account, you must agree to go “paperless.” This means that you must (1) provide us with and continue to maintain a valid email address and (2) accept electronic delivery of all communications and documents in connection with your Account.  We are not obligated to provide you with any communications or documents in paper form but reserve the right to do so at our discretion.

1.5 How To Open an Account

You may open an Account in connection with your use of the Unit Platform in connection with Unit Pilot.

Any person completing the Account opening process or otherwise completing any Account opening requirements represents and agrees that such person:

• Is authorized to execute all documents or otherwise complete our requirements in their stated capacity
• Has furnished all documents or other information necessary to demonstrate that authority
• Will furnish other documents and complete other requirements as we may request from time to time
• Certify that, to the best of his or her knowledge, all information provided to us, including information concerning beneficial owners, is complete and correct

We may refuse to recognize any resolution or other document affecting the Account that appears to us to be incomplete, improperly executed or fraudulent.

Important information about procedures for opening a new Account: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information identifying each person who opens an Account. This means that when you open an Account, we will ask for information that allows us to identify you. We may also ask for a driver’s license or other identifying documents for your business, authorized signers, account owners, and your officers, directors, beneficial owners, controlling shareholders and others.

1.6 Minimum and Maximum Balances

There is no minimum deposit required to open an Account and no minimum balance you need to maintain in your Account. There is a maximum balance limit of One Thousand Dollars ($1,000). We reserve the right to decline or return any transaction that will cause you to exceed the maximum balance limit. We may also return to you any amount deposited in excess of the maximum balance limit.

1.7 Authority

You agree that we may honor and rely upon the instructions or the execution, delivery and/or negotiation of any check, substitute check, draft, withdrawal order, instruction or similar instrument (collectively, “items”) or document by any of your authorized agents regardless of the necessity or reasonableness of such action, the circumstances of any transactions affected by such action, the amount of the transaction, the source or disposition of any proceeds and regardless of whether the relevant items or documents result in payment to the authorized agent or an individual obligation of the authorized agent or anyone else. An “authorized agent” is anyone who you have given permission to access and/or transact on your Account, or who you have authorized to act on your behalf, whether or not you have provided us with notice of such permission or authorization. Authorized agents include Authorized Users. “Authorized Users” are persons who you have instructed us to add to your Account or who have signed a signature card related to your Account.

You agree that you may not deny the authenticity, validity, binding effect and authorization of any action we take in reliance upon the instructions, items or documents provided by an authorized agent unless you have previously revoked such person’s authority to access or use your Account by emailing support@unit.co and we have confirmed our acceptance of your notice.

1.8 Death or Incapacitation

You agree that if we receive notification or if we have reason to believe that you or any authorized signer has died or become legally incapacitated, we may place a hold on your Account and refuse all transactions until we know and have verified the identify of your successor. Until we receive notice and any required proof of death or incapacitation, we may continue to accept deposits and process transactions to your Account. Your estate will be responsible for repaying us for any tax liability resulting from payment of your account balance to your estate. You agree to hold us harmless for any actions we take based on our belief that you have died or become incapacitated. If certain payments originating from government entities are deposited into your Account after your death, we may be required to return those payments to the originator upon notice.

1.9 Our Relationship With You

By opening an Account, we are establishing a limited Account relationship with you and committing to act in good faith and to the exercise of ordinary care in our dealings with you as defined by the Uniform Commercial Code as adopted by the Commonwealth of Virginia. This Agreement and the Account relationship do not create a fiduciary relationship or any other special relationship between you and us.

1.10 Third-Party Service Providers

We work with one or more third-party service providers, including Unit, in connection with your Account. Unit may assist us by providing various services, including, without limitation, processing transactions, handling account operations, and providing technological connection between the Bank and other third parties involved in the administration of your Account. By using your Account, you license and authorize us to access information maintained by Unit and/or other third parties, on your behalf as your agent, and you expressly authorize such third parties to disclose your information to us. In particular, you agree that Unit may perform any functions on your Account that we are otherwise authorized to perform and that Unit may access and use your information pursuant to the terms of Unit’s Privacy Policy, available at https://www.unit.co/clients-privacy-policy.  

1.11 Confidentiality and Our Privacy Policy

Your privacy is important to us. Under this Agreement, we will only disclose information about your Account or the transactions you make in accordance with our Blue Ridge Bank Privacy Policy, available at https://www.mybrb.com/privacy-policy.html. In addition, we disclose your information to Unit in order to facilitate the Account and for other ancillary purposes. Unit may further disclose information concerning your Account and transactions that it obtains as a third-party service provider in accordance with its Client Privacy Notice, available at https://www.unit.co/clients-privacy-policy. By opening an Account, you agree to both our and Unit’s privacy policies.

1.12 Cell Phone Communications

By providing us with your cellular phone or other wireless device number, you are expressly consenting to receiving non-marketing communications at that number—including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an auto-dialer—from us and our affiliates and agents. This consent applies to all telephone numbers you provide to us now or in the future. Your telephone or mobile service provider may charge you for these calls or messages. You also agree that we may record or monitor any communications for quality control and training purposes.

1.13 Our Business Days

Our business days are Monday through Friday, excluding federal holidays.

2. Your Account Responsibilities

We strive to keep your Account secure, however, there are certain things you should do to protect your Account and your funds.

2.1 Notify Us If Your Information Changes

You must notify us immediately if there is a change to your business or trade name, the names of any individual or Authorized User with access to your Account, telephone number, mailing address, email address or any other information you have provided us so that we can continue to provide you with statements and important notices concerning your Account.

2.2 Keep Track of Your Transactions and Available Balance

You are responsible for reviewing your Account for errors or unauthorized activity. It is important that you keep track of your transactions and the funds in your Account that are available for you to use (“Available Balance”) by reviewing your transaction history. It is also important to understand that your Available Balance may not reflect transactions you have authorized that have not yet been presented to us for payment.

2.3 Protect Your Account Information

It is important that you protect your Account information to prevent unauthorized transactions and fraud. Keep your Account number and statements secure at all times, and be careful about whom you share this information with.

3. General Rules Governing Your Account

You understand that any payment instruction or activity performed in the pilot environment with the Account using any APIs provided to you by Unit shall be deemed authorized by you and valid and we are under no obligation to investigate the instruction or activity.

3.1 Deposits Into Your Account

You may make limited deposits into your Account using the methods described in Exhibit A to this Agreement. We do not charge you any fees for making deposits. The limits on deposits that you may make into your Account are specified in Exhibit A to this Agreement.  

You may make limited transfers of funds between your Account and another bank account. The linked bank account must be located in the United States. The limits on transfers that you may make between your Account and another bank account are specified in Exhibit A to this Agreement.

We do not accept deposits by mail, or cash, paper check or foreign currency deposits: We are not liable for deposits of any kind that you mail to us, including if it is lost in transit, lost in the mail, or otherwise not received by us.

• Cash: We do not accept deposits made in cash. If you mail us a cash deposit, we will send the cash back to you.
• Paper Checks: If you mail a paper check to us, including personal or business checks, money orders or cashier’s checks, we may apply the check to any negative balance you may have on your Account or send the check back to you.
• Foreign Currency: We do not accept any deposits in foreign currency. Any deposits received in foreign currency, whether in the form of cash or check, will be sent back to you.

We will send all items back to the address we have for you on file and we are not liable if you do not receive the items.

You may only deposit with us funds that are immediately available, which under applicable law are irreversible and are not subject to any lien, claim or encumbrance.

For more information about deposits and when funds from a deposit will be made available to you, please refer to Section 3.2.

3.2 Our Funds Availability Policy

It is our policy to make deposits made to your Account each business day available for withdrawal according to the table below. The end of the business day is referred to as the “deposit cut-off time”. If you make a deposit before our cut-off time on a business day that we are open, we will consider that day to be the day of your deposit. However, if you make a deposit after our cut-off time or on a day we are not open, we will consider the deposit to be made on the next business day that we are open.

If you make a deposit via…The cut-off time is…And those funds are available…Internal transfer between two Accounts you have with usN/AImmediatelyDirect deposit3:00 PM ETSame business dayDomestic wire1:00 PM ETSame business day

The availability of funds transferred to your Account from a linked bank account held by another financial institution follow different rules. Please refer to Section 3.7 for more information.

3.3 ACH Credit Transactions and UCC Article 4A

Credit given by us with respect to an ACH credit entry is provisional until we receive final settlement for such entry through a Federal Reserve Bank. If we do not receive final settlement, you acknowledge and agree that we are entitled to a refund of the amount credited to you in connection with the ACH credit entry, and the party making payment to you via such entry shall not be deemed to have paid you in the amount of such entry.

Under the operating rules of the National Automated Clearing House Association, which are applicable to ACH transactions involving your Account, we are not required to give next day notice to you of receipt of an ACH item and will not do so. However, we will continue to notify you of the receipt of ACH items through your Account statements.

We may accept on your behalf payments to your Account which have been transmitted through one or more Automated Clearing Houses and which are not subject to the Electronic Fund Transfer Act and your rights and obligations with respect to such payments shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia, unless otherwise specified in a separate agreement that the law of some other state shall govern.

3.4 Problems that Could Occur With Deposits

If a deposit or transfer to your Account is returned or rejected by the paying financial institution for any reason, or if there is an error or mistake involving a deposit or transfer, we may deduct the amount of the deposit, transfer, or error without prior notice to you. If there are insufficient funds in your Account at the time, your Account may become overdrawn. Please refer to Section 3.11 concerning overdrafts for more information.

3.5 Transfers To or From Two Accounts You Have With Us

You may be given the ability to transfer funds from one Account in your name to another account in your name held by us that is managed by Unit (“internal transfer”). If you are provided with this capability, both Accounts must be Accounts opened through the Unit Pilot program. There are no limits on the number of internal transfers you may make, and internal transfers are immediately available.

3.6 Withdrawals From Your Account

You may withdraw funds up to the amount of your Available Balance in your Account using the methods described in Exhibit A to this Agreement. The limits on the withdrawals that you may make into your Account are specified in Exhibit A to this Agreement.

You may make limited transfers of funds between your Account and another bank account. The linked bank account must be located in the United States. The limits on transfers that you may make between your Account and another bank account are specified in Exhibit A to this Agreement.

You cannot withdraw funds by check, and we do not permit you to create checks drawn on your Account.

Before permitting a withdrawal or other transaction, we may request that you provide us with additional information or documentation that we deem necessary to confirm your identity or to prevent illegal activity. We may refuse the transaction if you do not comply with our request.

3.7 Transfers To or From Linked Bank Accounts

You may be provided with the ability to link another bank account you have with another financial institution (“linked bank account”) to your Account with us to make inbound and outbound ACH transfers between the linked bank account and your Account. An “inbound transfer” moves funds into your Account from a linked bank account. An “outbound transfer” moves funds from your Account to a linked bank account.

For inbound transfers, we will debit your linked bank account and credit your Account with us on the next business day after you initiate the transfer. The funds you transfer to your Account will be made available to you by the fifth (5th) business day after the funds have been credited to your Account.

For outbound transfers, we will debit your Account with us and credit your linked bank account on the next business day after you initiate the transfer. The financial institution that holds your linked bank account determines when those funds will be made available to you in your linked bank account.

The cut-off time for both inbound and outbound transfers is 3:00 PM ET. Transfer requests that you make on a business day before the cut-off time will be considered initiated on that day. Transfer requests that you make after the cut-off time, or on a day that is not a business day, will be considered initiated the following business day.

The limits on the amount of inbound and outbound transfers you can make to or from a linked bank account are specified in Exhibit A to this Agreement.      

You agree that you will only attempt to link a bank account for which you have the authority to transfer funds. You also agree to indemnify and hold us harmless from any claims by any business or person related to the linked bank account, including any other owner of the linked bank account. You may only link a bank account that is a deposit account, such as a checking, savings or money market account.

3.8 No Illegal Activity, Internet Gambling and Right to Refuse Transactions

You must not use your Account for any illegal purposes or, regardless of whether it is legal or illegal, for internet gambling. We may deny any transaction or refuse to accept any deposit that we believe is related to illegal activity, online gambling or for any other reason at our discretion.

3.9 Statements and Other Documentation of Transactions and Account Information

Due to the nature of the Unit Pilot program and the beta testing purpose of the Account in connection with testing the Unit Platform through Unit Pilot, you will not be provided with periodic statements. However, Unit will provide you with the capability to generate statements and transaction histories or retrieve balance information via the Unit Platform. We will also provide you with electronic statements upon request submitted by email to support@unit.co. We are not obligated to provide you with paper statements but reserve the right to do so at our discretion.

3.10 Limitations of Liability

By participating in the Unit Pilot program and opening the Account, you accept full responsibility for transfers made from your Account, and agree to hold us harmless for any lost amounts that are not due solely to our error. In any case, our maximum liability to you will never exceed the amount of actual damages proven by you. Our liability may also be further reduced by the amount of the loss that is caused by your own negligence or lack of care, as well as any recovery of the loss you obtain from third parties. Please refer to Section 4 for additional information concerning errors and unauthorized transactions involving electronic fund transfers and related limitations of liability. There may also be other limitations of liability contained in this Agreement.

3.11 Overdrafts, Nonsufficient Funds and Negative Balances

We do not permit you to overdraw your Account. If the Available Balance in your Account is not sufficient to cover any transaction you have authorized, we may return the transaction or refuse to process the transaction. However, there may be instances where your Account can still go into the negative, such as if a deposit you make is returned. You must make a deposit immediately to cover any negative balance. If your Account has a negative balance for thirty (30) calendar days or more, we may close your Account.

3.12 Closing Your Account and Account Suspensions

You can close your Account at any time and for any reason by email at support@unit.co or through the Unit Pilot dashboard. We reserve the right to refuse your request if you have a negative balance on your Account. We recommend that you transfer or withdraw any funds you may have in the Account prior to submitting a request to close the Account to avoid delays in receiving your funds.

We may also suspend or close your account at our discretion with or without notice. This includes if we believe you are using your Account for fraudulent or illegal purposes or in violation of law or regulation, this Agreement, any other agreement you may have with us or Unit, or if you otherwise present undue risk to us or Unit. We may also close your Account if you have not made any deposits or withdrawals from your Account in over three (3) months. In addition, if Unit Pilot is terminated or suspended, or if your enrollment in Unit Pilot is cancelled, it will result in our closure of the Account and our return of your funds. We are not responsible to you for any damages you may suffer as a result of the closure or suspension of your Account.

If your Account is closed with a balance greater than One Dollar ($1.00), we will return any funds you may have in the Account to you by ACH transfer to another bank account or by paper check. We reserve the right not to return the funds to you if the balance in your Account is One Dollar ($1.00) or less. The closure of your Account or termination of this Agreement does not impact any right or obligation that arose prior to closure or termination, or any right or obligation that, by its nature, should survive termination (including, but not limited to, any indemnification obligation by you, our limitations of liability, and any terms governing arbitration).

3.13 Account Fees and Fee Schedule

There are no fees associated with your Account. However, you may be given the ability to create your own Account fees for testing purposes. Any such fees will be credited back to your Account or reversed within sixty (60) days of being assessed to the Account or when your Account is closed, whichever is sooner.

4. Electronic Fund Transfers

Your Account allows you to withdraw funds up to the Available Balance or make deposits through Electronic Fund Transfers (“EFTs”). EFTs are transactions that are processed by electronic means and include, among others, ACH transfers and direct deposits. This Section provides you with information and important disclosures and terms about the EFTs that are permitted on your Account.

4.1 Types of EFTs Supported by Your Account

Your Account allows the following types of EFTs:

• Direct deposits from a third party
• Transfers to or from your Account to or from a linked bank account (see Section 3.7)
• Transfers to your Account from a merchant or other third party by providing the third party with your Account routing number and account number

4.2 Limitations on EFTs

Limitations related to EFTs are specified in Exhibit A attached to this Agreement. There may also be additional limits in other agreements you may have with the Bank.  

4.3 Preauthorized Transfers, Stop Payments and Notices of Varying Amounts

Please be advised that the Account provided in connection with Unit Pilot does not support recurring or preauthorized transfers. If you attempt to establish a recurring or preauthorized transfer, we may reject the transfer(s) and/or terminate your Account.

4.4 Our Liability for a Failure To Complete A Transaction, Unauthorized Transactions or Failure to Stop a Payment

We will respond to notices of errors or unauthorized EFTs in a commercially reasonable manner and time. With respect to errors on your Account, you agree that in no event will we be liable in an amount exceeding the lesser of one hundred dollars ($100) or the actual amount of your loss. You also agree that we will not be liable for any unauthorized transactions that occur on your Account before we receive notice of unauthorized activity from you. If we fail to prevent further unauthorized activity after you provide us with notice, our liability is limited to the actual amount of the unauthorized EFT(s) that occur after the date notice was provided.

In addition, we are not liable for any losses you may incur in any of the following circumstances:

• If the Available Balance in your Account is not sufficient to complete the transaction through no fault of ours.
• If the failure is due to an equipment or system breakdown, such as a problem with the Unit Platform, that you knew about before you began a transaction.
• The failure was caused by an Act of God, fire or other catastrophe, or any other cause beyond our control despite reasonable precautions we have taken.
• If your funds are not available due to a hold or if your funds are subject to legal process.
• If we do not complete a transaction because we or Unit has reason to believe the transaction is unauthorized or illegal.
• If your Account is closed or inactive.
• There may be additional exceptions stated in our or Unit’s agreements with you or permitted by law.

5. Wire Transfers

Your Account is permitted to receive incoming domestic wire transfers. However, you may not use your Account to send wire transfers.

5.1 Limitations on Wire Transfers

There are limitations on the frequency and amount of transactions you can receive into your Account. Please refer to Exhibit A of this Agreement for limits that apply to your Account. These security-related limits may change from time to time.

5.2 Acceptance of Wire Transfers

We have no responsibility to accept any incoming wire transfer(s) for your benefit. If we determine, in our sole discretion, not to accept a wire transfer request, we will make reasonable efforts to notify you. Nonetheless, we shall have no liability by reason of our delay or failure to provide you with notice.

5.3 Our Liability for Failure to Complete a Wire Transfer

We shall be responsible only for this wire transfer service as expressly provided for in this Agreement; provided however, we shall be liable only for our own gross negligence or willful misconduct in performing such service. We shall not be liable to any third party or for any act or omission of yours or any third party, including, but not limited to, third parties used by us in accepting a wire transfer or performing a related act and no such third party shall be deemed to be our agent. IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSSES OR EXPENSES ARISING OUT OF OR IN CONNECTION WITH THE WIRE TRANSFER SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SAME.

5.4 Compliance with Anti-Money Laundering and Exchange Control Regulations and OFAC Enforced Sanctions

You agree to observe all Anti-Money Laundering and Exchange Control laws and regulations including economic and trade sanctions promulgated by the Office of Foreign Assets Control of the U.S. Department of Treasury in relation to any wire transfer, and you will use all reasonable endeavors to assist us to do likewise. You agree that the information given to us by you is accurate. We may disclose any information given to us that we in our sole discretion think necessary or desirable to disclose; except we will only disclose confidential information if required by law, a court, or legal, regulatory, or governmental authority, or as permitted by law to combat, prevent, or investigate issues arising under anti-money laundering laws, economic sanctions, or criminal law.

Sometimes legal, regulatory, or governmental authorities require additional information, either in respect of individuals, entities, or particular transactions. You agree to promptly supply all such information, which any such authority may require, and/or which we may be required to supply, in relation to the individual, entity, or particular transaction.

If you, or your authorized representative, breach any such laws or regulations, you irrevocably agree that we may retain any monies or funds transmitted to us pursuant to this Agreement and/or not fulfill any wire transfer request if we are required to take or refrain from such action by any legal, regulatory, or governmental authority or if we reasonably believe that such action may violate any laws or regulations described herein, and such monies shall not bear interest against us. You further agree that we may pay such monies to the appropriate legal, regulatory, or governmental authority, when required by law.

6. Other Legal Terms and Conditions

6.1 No Assignments

Your Account and your obligations under this Agreement are not transferable and not assignable as collateral for a loan or for any other purpose. We may transfer our rights under this Agreement.

This prohibition on transfers and assignments does not limit in any way any security interest in this Account granted to the Bank or Unit pursuant to any other agreement between you and the Bank or Unit, respectively.

6.2 Legal Processes and Claims Affecting Your Account

If we receive a levy, attachment, or other legal process against you (collectively, “Legal Process”), we may refuse to permit withdrawals or transfers from your Account until the Legal Process is dismissed or satisfied. Any Legal Process will be subject to our right of set-off and security interest. You are responsible for any losses, costs or expenses we incur as a result of any dispute or legal proceeding involving your Account. If we receive a claim against the funds in your Account, or if we know of or believe that there is a dispute as to the ownership or control of funds in your Account, we may, in our discretion: (1) place a hold on your Account and refuse to pay out any funds until we are satisfied that the dispute is settled; (2) close your Account and send the balance to the named account holder; (3) require a court order to act; or (4) take any other action we feel is necessary to protect us. We will not be liable to you for taking any such action.

6.3 Limitation of Liability and Disclaimer of Warranty

EXCEPT AS REQUIRED BY LAW, NEITHER WE NOR UNIT ARE LIABLE FOR ANY CLAIMS, COSTS, LOSSES, OR DAMAGES RESULTING DIRECTLY OR INDIRECTLY FROM OUR FAILURE TO ACT, OR ANY DELAY BEYOND TIME LIMITS PRESCRIBED BY LAW OR PERMITTED BY THIS AGREEMENT IF SUCH FAILURE OR DELAY IS CAUSED BY MAINTENANCE OR INTERRUPTION OR MALFUNCTION OF EQUIPMENT OR COMMUNICATION FACILITIES, UNUSUAL TRANSACTION VOLUME, SUSPENSION OF PAYMENTS BY ANOTHER FINANCIAL INSTITUTION, FIRE, NATURAL DISASTERS, ELEMENTS OF NATURE, GOVERNMENT ACTION, ACTS OF WAR, TERRORISM OR CIVIL STRIFE, EMERGENCY CONDITIONS, OR OTHER CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF BLUE RIDGE BANK N.A.. EXCEPT AS REQUIRED BY LAW, OUR LIABILITY TO YOU FOR A CLAIM IS LIMITED TO THE FACE VALUE OF THE ITEM OR TRANSACTION, OR THE ACTUAL VALUE OF ANY FUNDS NOT PROPERLY CREDITED OR DEBITED. IN NO EVENT WILL WE OR UNIT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES EVEN IF YOU ADVISE US OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT AS REQUIRED BY LAW AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE SHALL ONLY BE RESPONSIBLE AND LIABLE FOR OUR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT. WE SHALL NOT BE LIABLE TO ANY THIRD PARTY OR FOR ANY ACT OR OMISSION OF YOURS OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, THIRD PARTIES USED BY US IN EXECUTING ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR PERFORMING A RELATED ACT AND NO SUCH THIRD PARTY SHALL BE DEEMED TO BE OUR AGENT.

IN ADDITION, EXCEPT AS REQUIRED BY LAW, BLUE RIDGE BANK, N.A. IS NOT LIABLE OR RESPONSIBLE FOR ANY SERVICES OR FEATURES OF THE UNIT PLATFORM PROVIDED TO YOU BY UNIT. WE ARE ALSO NOT LIABLE FOR ANY UNAUTHORIZED ACCESS OF YOUR INFORMATION OR DATA BY A THIRD PARTY DUE TO YOUR USE OF THIRD-PARTY COMMUNICATION CHANNELS NOT OFFERED BY US.

ALL BANK SERVICES AND ACCOUNT FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THE BANK’S SERVICES OR ACCOUNT FEATURES WILL MEET YOUR REQUIREMENTS, BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

6.4 Indemnification

You agree to indemnify and hold us and our officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or insurers harmless for any losses, damages, suits and expenses, including reasonable attorneys’ fees, that we may incur, without regard to the merit or lack thereof, arising out of, or related in any way to (1) the matters set forth herein; (2) our taking any action or not taking any action that we are entitled to take pursuant to this Agreement; (3) any action or omission by you; or (4) our action or inaction in reliance upon oral, written or electronic instructions or information from you.

You also agree to indemnify and hold Unit and its officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or insurers harmless for any losses, damages, suits and expenses, including reasonable attorneys’ fees, that we may incur, without regard to the merit or lack thereof, arising out of, or related in any way to (1) the matters set forth herein; (2) our taking any action or not taking any action that we are entitled to take pursuant to this Agreement; (3) any action or omission by you; or (4) our action or inaction in reliance upon oral, written or electronic instructions or information from you.

6.5 Our Right of Set-Off and Security Interest

We have the right to set-off any liability, direct or contingent, past, present or future that you owe against any account you have with us. This means that we can take any funds in your Account or any other account you have with us to pay any debt or liability you owe us. You also agree to grant us a security interest in your Account to secure payment of any money that you owe to us or will owe us arising under this Agreement or any other agreements with us. You acknowledge that this security interest is consensual and in addition to any right of set-off. We may exercise our security interest or right of set-off without regard to the source of the funds in your Account or prior recourse to other sources of repayment or collateral, even if it causes you to incur penalties or suffer any other consequence. You waive any conditions or limits to our right of set-off to the maximum extent permitted by law. We will notify you if we exercise our right to set-off if required by law.

If we take any action to collect debt incurred by you or other amounts you owe us under this Agreement or defend ourselves in a lawsuit brought by you where we are the prevailing party, you agree to reimburse us for our losses, including, without limitation, reasonable attorneys’ fees, to the extent permitted by applicable law. We may charge your Account for our losses without prior notice to you.

6.6 Changes in Terms and Additional Services

We may change this Agreement, or any fees and features of your Account, at any time by emailing you updated terms and conditions, and any such amendment shall be effective upon delivery of the email.   We will give you advance notice of any change where required by law. We may provide such notice to you with your statement, electronically, or by mail. Any notice we provide to you will be binding and sent to the last (postal or electronic) address in our records. We may change your address if we receive an address change notice from the U.S. Postal Service. Unless required by law, we may change or terminate this Agreement without advance notice at our discretion or to comply with any appropriate federal or state law or regulation.

If we make any of our other banking services available to you in connection with your Account, we may provide certain terms and conditions for those additional services to you in a separate agreement or disclosure.

6.7 No Waiver of Rights

We may waive or decline to enforce any of our rights under this Agreement without obligating ourselves to waive such rights in the future or on any other occasion. We may release any other person obligated under this Agreement without affecting your responsibilities under this Agreement.

6.8 Conflicts and Section Headings

If there is a conflict between this Agreement and any other document or statement made to you concerning the Account, this Agreement will govern. If there is a conflict between this Agreement and any other document or statement made to you concerning any services or products other than the Account, the separate terms and conditions applicable to that service or product will govern. Section headings that appear in this Agreement are for convenience purposes only and are intended to help you find information. They should not be construed as affecting the meaning of the Agreement.

6.9 Severability

If any court or tribunal of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, the remainder of this Agreement shall not be affected. To the extent permitted by law, the parties waive any provision of law which prohibits or renders unenforceable any provisions of this Agreement, and to the extent that such waiver is not permitted by law, you and us agree that such provision will be interpreted as modified to the minimum extent necessary to render the provisions enforceable.

6.10 Governing Law, Forum and Time Limits

All actions relating to your Account and this Agreement will be governed by the laws and regulations of the United States and the Commonwealth of Virginia where your Account will be opened, irrespective of conflict of law principles. You agree that any dispute arising under this Agreement or relating in any way to your relationship with us that is not arbitrated will be resolved in a federal or state court located in Virginia and that you will be subject to such court’s jurisdiction.

Except where prohibited by law, you agree that you must file any lawsuit or arbitration against us within two (2) years after the claim arises unless federal or Virginia law, or another agreement you have with us, provides for a shorter time. If federal or Virginia law requires a longer time period than the time periods in this Agreement, you agree to the shortest time period permitted under the law.

7. Arbitration and Waivers

BE SURE THAT YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US.

7.1 Election to Arbitrate

You, Unit and the Bank agree that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this Section 7 (the “Arbitration Provision”). As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of this Agreement, and/or the activities or relationships that involve, lead to, or result from this Agreement, including the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counterclaims, cross-claims, third-party claims, or otherwise. Please note that you may continue to assert Claims in small claims court, if your Claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

7.2 Applicability of the Federal Arbitration Act; Arbitrator’s Powers

This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.

7.3 Informal Dispute Resolution

If a Claim arises, our goal is to address your concerns and, if we are unable to do so, to provide you with a neutral and cost-effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you will first submit your Claim to us by email at support@unit.co and provide us with the opportunity to resolve your concern prior to initiating arbitration.

7.4 Arbitration Procedures

The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”) or Judicial Alternatives and Mediation Services (“JAMS”). The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1(800) 778-7879 or visit the AAA’s web site at: www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. The arbitration will be held in the United States county where you live or work, or any other location we agree to.

7.5 Arbitration Fees

If we initiate arbitration, we shall pay all the administrator’s filing costs and administrative fees (other than hearing fees). If you initiate arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator’s rules. We shall pay the administrator’s hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator’s rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party shall bear the expense of its own attorneys’ fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.

7.6 Appeals

Within thirty (30) days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within thirty (30) days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator’s rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (“FAA”), and may be entered as a judgment in any court of competent jurisdiction.

7.7 No Class Actions

NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this Section 7.7, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this Section 7.7 shall be determined exclusively by a court and not by the administrator or any arbitrator.

7.8 Survival and Severability of Arbitration Provision

This Arbitration Provision shall survive the termination of this Agreement. If any portion of this Arbitration Provision other than Section 7.7 is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Provision’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Provision and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in Section 7.7 are finally adjudicated pursuant to the last sentence of Section 7.7 to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.

7.9 Judicial Forum for Claims

Except as otherwise required by applicable law, if this Arbitration Provision is found not to apply to you or your Claim, you and the Bank agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Virginia. Both you and the Bank consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.

7.10 WAIVER OF RIGHT TO LITIGATE

THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT ARE HEREBY KNOWINGLY AND VOLUNTARILY WAIVING THAT RIGHT BY AGREEING TO THIS AGREEMENT AND ARBITRATION PROVISION.

Exhibit A

Availability & Transaction Limits

Deposits and CreditsLimitations for Your AccountCheck DepositsDISABLEDACH Credit$200/day maximum; $1,000/month maximumWire Transfer$100ATM Deposit$25/dayACH Debit OriginationDISABLED

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Withdrawal and DebitsLimitations for Your AccountACH DebitsDISABLEDACH Credit Origination$200/day maximum; $1,000/month maximumCard POS$100/day maximumATM Withdrawals$25/day maximumBillpay$100/day maximumWire TransferDISABLED

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Unit Pilot VISA Debit Cardholder Agreement

Please read this Unit Pilot VISA Debit Cardholder Agreement (the “Agreement”) carefully and retain it for your future reference. This Agreement applies to all transactions resulting from the use of your Debit Card (the “Card”) through an automated teller machine (ATM), a Point-of-Sale (POS) terminal or any other use of the Card(s), whether electronic or not, which has been issued by Blue Ridge Bank, N.A. (the “Bank”) and is being made available by Unit Finance, Inc. (“Unit”) to eligible businesses solely for their use in testing Unit’s technology, dashboard, and related APIs (collectively, “Unit Platform”) in a pilot capacity (“Unit Pilot”).

The agreement you make with us, and the rights and obligations we both have, are governed by and interpreted according to the Commonwealth of Virginia and federal law. This Agreement, together with other agreements or disclosures you may receive from us, such as the Unit Pilot Deposit Account Agreement (“Account Agreement”), establishes our and your rights and obligations.

When you see the words “we,” “us,” or “our” in this Agreement, it refers to the Bank, the Unit acting as agent for the Bank, and any of the Bank’s affiliates, successors, assignees, agents or service providers. When you see the words “you” or “your,” it refers to you, the owner of the Account, as well as your personal representatives, executors, administrators, and successors.

You authorize us to pay from your deposit account (“Account”) the total amount of any transaction originated by use of the Card. You also agree that the use of the Card described in this Agreement shall be subject to the rules, regulations and fees governing each deposit account which is accessed by such Card, including but not limited to the Bank's right of set-off.  Not all features described in this Agreement may be available with your Account.  Please refer to your Account Agreement for information concerning the types of transactions permitted on your Account.

1. Activating the Card and Setting a PIN

1.1 Card Agreement Acceptance and Card Activation

By requesting, activating, or otherwise using your Card, you agree to be bound by this Agreement.  If you request a physical Card, it will require activation before you may use it. You may activate the Card by calling 1-833-333-0417.  If you request a virtual Card, it will automatically be activated upon issuance to you.

1.2 Personal Identification Number (PIN)

You will be required to select a 4-digit personal identification number (PIN) prior to using the Card for the first time. The 4-digit numerical PIN issued to you is for security purposes. The PIN represents your signature authorizing transactions made using your Card, identifies the bearer of the Card, and serves to validate and authenticate the directions given to complete the Card transactions.

YOU ARE RESPONSIBLE FOR SAFEKEEPING YOUR PIN. YOU AGREE TO TAKE ALL REASONABLE PRECAUTIONS SO NO ONE ELSE LEARNS YOUR PIN AND YOU AGREE NOT TO DISCLOSE OR OTHERWISE MAKE YOUR PIN AVAILABLE TO ANYONE NOT AUTHORIZED TO SIGN ON YOUR DEPOSIT AND/OR LOAN ACCOUNT(S).

Your PIN should NOT be written on the Card or anywhere it is available to others for use by lawful and/or unlawful means.

1.3 Permissible Uses of Your Card

You agree that you will use the Card only for business purposes and it will not be used for personal, household or family purposes.

2. Use of the Card

2.1 No Secondary Cardholders

The Card is solely for your use and you may not request an additional card for another person. If you give anyone else access to your Card, we will treat any transaction they initiate as authorized by you, and you will be responsible for all transactions and fees that occur.

2.2 ATM Cash Deposits

With your PIN, you can use your Card to deposit cash into your Account at an in-network ATM. You can identify an in-network ATM by looking for the Allpoint logo on or near the ATM. You cannot make cash deposits at out-of-network ATMs.

2.3 ATM and Point-of-Sale PIN Withdrawals

With your PIN, you can use your Card to obtain cash from your Account up to the amount of your Available Balance at any ATM or any Point-of-Sale (“POS”) device in the United States that displays the Visa, VisaATM, Plus, Interlink, or Accel acceptance marks. Not all merchants will permit you to get cash back through their POS devices.

If you use an ATM, including a balance inquiry, you may be charged a fee by the ATM operator even if you do not complete a withdrawal. This ATM fee is a third-party fee assessed by the individual ATM operator only and is not assessed or controlled by us. This ATM fee amount will be charged to your Account in addition to any applicable fees disclosed in this Agreement or your Account Agreement.

2.4 Retail Card Purchases

You may use your Card to make purchases using your PIN at any merchant with a POS device anywhere that displays the Visa, VisaATM, Plus, Interlink, or Accel acceptance marks. You may also use your Card to make purchases without your PIN anywhere that Visa debit cards are accepted.

2.5 Split Transactions

You can instruct a merchant to charge your Card for part of a purchase and pay any remaining amount with cash or another card. This is called a “split transaction.” Some merchants do not permit split transactions. If you wish to conduct a split transaction, you must tell the merchant the exact amount you would like charged to your Card. If you fail to inform the merchant you would like to complete a split transaction and you do not have sufficient available funds in your Account to cover the entire purchase amount, your Card is likely to be declined.

2.6 Card-Not-Present Transactions

You may make retail card purchases without presenting your Card by providing information from your Card, such as transactions done by internet or telephone. Conducting transactions in this way has the same legal effect as if you used the plastic Card itself. For security reasons, the amount or number of card-not-present transactions you are permitted to make may be limited.

2.7 Virtual Card Use

Plastic cards may not be available in connection with Unit Pilot Accounts.  If plastic cards are not available, all Cards issued to you will be “virtual.”  A virtual card (“Virtual Card”) is represented by a 16-digit card number, a 3-digit card verification value (“CVV”) number, and an expiration date. We will issue you a replacement Virtual Card when it expires. The Virtual Card accesses the available funds in your Account to make card-not-present transactions (see Section 2.6) anywhere Visa debit cards are accepted in the same way as a physical plastic card. The Virtual Card can also be added to a digital wallet (see Section 2.8) in the same way as a plastic card.

2.8 Use of the Card with Digital Wallets

A digital wallet (“Wallet”) provides another way for you to make purchases with your Card. A digital wallet is a service provided by another company (such as Apple Pay, Android Pay, Samsung Pay, etc.), that allows you to use your Card to pay for transactions where the Wallet is accepted. A Wallet may not be accepted at all places where your Card is otherwise accepted, and your Card may not be eligible for all the features and functionalities of the Wallet. Any use of your Card in or through the Wallet continues to be subject to all terms and conditions of this Agreement. We may terminate your access to or use of your Card with a Wallet at any time and for any reason, including if you violate any of the terms or conditions of this Agreement.

You can add or remove your Card from a Wallet by following the instructions provided by the Wallet provider. By doing this, you agree to allow us to share your Card information with the Wallet provider. You may be required to take additional steps to authenticate your identity before your Card is added to the Wallet. We do not charge you any additional fees for adding your Card to a Wallet or for using your Card in the Wallet. However, any fees and charges that would apply when you use your Card outside the Wallet will also apply when you use a Wallet to make purchases with your Card or otherwise access your Card. The Wallet provider and other third parties such as wireless companies or data service providers may charge you fees. The digital version of your Card in a Wallet may, in our sole discretion, be automatically updated or upgraded without notice to you.

We are not the provider of the Wallet, and we are not responsible for providing the Wallet service to you or for ensuring that your Card is compatible with any Wallet service. We are only responsible for supplying information to the Wallet provider to allow usage of your Card in the Wallet as you have requested. We are not responsible for any failure of the Wallet, any mobile device you use with the Wallet, or the inability to use the Wallet for any transaction. We are not responsible for the performance of services by any Wallet provider or any other third parties regarding any agreement you enter. We do not control the privacy and security of any of your information that may be held by the Wallet provider. Any information held by the Wallet provider is governed by the privacy policy given to you by the Wallet provider. If you have location services enabled on your mobile device, the location of your mobile device may be collected and shared by the Wallet provider in accordance with their respective data and privacy policies, including with us. If you request to add your Card to a Wallet, you authorize us to collect, transmit, store, use and share information about you, your mobile device, and your use of the Card in accordance with our privacy policy, as amended from time to time, available at https://www.mybrb.com/privacy-policy.html.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY ARE WE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF A WALLET, YOUR USE OF THE CARD OR VIRTUAL CARD IN CONNECTION WITH A WALLET, OR A MOBILE DEVICE.

If you use a Wallet, you should protect your Wallet and your mobile device as you would your Card. If your Wallet or mobile device is compromised, lost or stolen, you should also consider your Card lost or stolen and notify us immediately. Please see Section 7 for instructions for reporting a lost or stolen Card.

If you have any questions, disputes, or complaints about a Wallet, contact the Wallet provider using the information given to you by the provider.

2.9 Foreign Transactions

Charges from foreign merchants and financial institutions may be made in a foreign currency. We will bill you in U.S. dollars based on the exchange rate on the day we settle the transaction, plus any special currency exchanges charges that may be imposed by us, the Visa network and/or by any third-party used to complete the transaction.

The exchange rate between the transaction currency and the billing currency used for processing international transactions is a rate selected by Visa from the range of rates available in wholesale currency markets for the applicable central processing date, which may vary from the rate Visa itself receives, or the government-mandated rate in effect for the applicable central processing date. The conversion rate may be different from the rate in effect on the date of your transaction and the date it is posted to your Account.

Regardless of whether the transaction is made in foreign currency or in US dollars, additional fees may apply to all international transactions using the Card. Please refer to our current fee schedule for more information about our fees.

2.10 Card Authorization Holds

When you use your Card to purchase goods or services or to obtain cash from a merchant, the merchant may request preauthorization (“Card Authorization”) for the transaction. If the merchant makes such a request and there are sufficient available funds in your Account, we will approve the transaction and place a temporary hold on the funds in your Account. This hold will reduce the Available Balance in your Account. The amount of this temporary hold will usually be the amount of the Card Authorization. The hold will remain on your Account until the merchant sends the final amount of the transaction to us and requests payment (“Settlement”). In most cases, if the merchant does not request Settlement or is delayed in requesting settlement, the hold will automatically be removed after three (3) days. However, for transactions with certain merchants, such as hotels, the hold may remain on your account up to seven (7) days.

Please note that the merchant controls the timing of both the Card Authorization and Settlement. This means that a merchant may initiate Settlement after the Card Authorization hold has already been removed. If the hold is removed and you spend the funds in your Account before Settlement, it may cause your Account to overdraw. In addition, the Card Authorization amount that the merchant requests may be different than the Settlement amount. It is therefore important that you keep track of your transactions and your Account. We cannot stop a Card transaction once we have approved a Card Authorization and you will be responsible for repaying any negative balance that may occur in your Account.

3. Card Limitations

There may be limits on the amount and frequency of withdrawals and deposits you can make using your Card.  Please refer to the Account Agreement for any limits that may apply to your Account.

4. Returns and Refunds

Please be aware of the merchant’s return policies before using your Card to make a purchase. Neither the Bank nor the Unit is responsible for the delivery, quality, safety, legality or any other aspect of the goods or services you purchase using your Card. If you have a problem with a purchase that you made with your Card or if you have a dispute with the merchant, you must handle it directly with the merchant. If you are entitled to a refund for any reason for goods or services obtained using your Card, you agree to accept credits to your Card for the refund and agree to the refund policy of the merchant. The amounts credited to your Card for refunds may not be available for up to five (5) days from the date the refund transaction occurs.

5. Additional Benefits from Visa and Fraud Alerts Program

5.1 Additional Benefits

Your Card may also be eligible for certain benefits provided by Visa. Please see the Visa Debit Card Benefits Guide (https://usa.visa.com/support/consumer/debit-cards.html) for a full description of all additional benefits to which you may be eligible, specifically Visa Zero Liability Benefits (https://usa.visa.com/pay-with-visa/visa-chip-technology-consumers/zero-liability-policy.html). You are also eligible for Visa’s Fraud Alerts Program.

5.2 Fraud Alerts Program Overview

Messaging frequency depends on account activity.  For more information, text HELP to 23618.  To cancel fraud text messaging services at any time reply STOP to any alert from your mobile device.

For Fraud alerts support, call 1-833-333-0417.  By giving us your mobile number, you agree that Fraud Alerts text messaging is authorized to notify you of suspected incidents of financial or identity fraud.  HELP instructions: Text HELP to 23618 for help. Standard text messaging rates will apply.  

5.2.1 Stop Instructions

Text STOP to 23618 to cancel.

5.2.2 Release of Liability

Alerts sent via SMS may not be delivered to you if your phone is not in the range of a transmission site, or if sufficient network capacity is not available at a particular time.  Even within coverage, factors beyond the control of wireless carriers may interfere with messages delivery for which the carrier is not responsible.  We do not guarantee that alerts will be delivered.

6. Fees

There may be fees associated with your use of the Card.  Please refer to the Account Agreement for any fees that may apply to your use of the Card.

7. Errors and Lost or Stolen Cards

7.1 Error Resolution

You may contact us by calling 1-833-333-0417 with questions concerning transactions involving your Card.

You may also contact us at the number above to report suspected errors or unauthorized transactions.  Be sure to contact us immediately if you believe that an error or unauthorized transaction has occurred or may occur concerning your Card. You must contact us no later than thirty (30) days after we sent the FIRST statement on which the suspected error or unauthorized transaction appeared. You must provide us with the following information:

• Your name and Account number.
• A description of the error or the transaction you are unsure about and explain as clearly as you can why you believe it is an error or why you need more information.
• The dollar amount of the suspected error.
• If you tell us orally, we may require that you send us your complaint or question in writing by email within ten (10) business days.

After receiving your notice of error or unauthorized transaction, we will investigate and provide you with the results and any corrections we make to your Account within a commercially reasonable time.

7.2 Reporting Lost or Stolen Cards or Replacing Your Card

If you need to report your Card or PIN as lost, stolen, or compromised, or to replace your Card for any reason, please contact us at 1-833-333-0417 seven days a week, 24 hours a day. You will be required to provide personal information so that we may verify your identity before we will issue you a replacement Card.

8. Electronic Fund Transfers

Your Card allows you to withdraw funds from your Account up to the Available Balance through Electronic Fund Transfers (“EFTs”). EFTs are transactions that are processed by electronic means and include, among others, ATM withdrawals and point-of-sale purchases at merchants.

Your Account Agreement provides you with the information and terms about the EFTs that are permitted on your Account.

8.1 Types of EFTs Supported by Your Card

If permitted under the Account Agreement, your Card may allow for the following types of EFTs:

• Transfers to or from your Account to a merchant or other third party by providing the third party with your Card or Card information
• ATM deposits and withdrawals using your Card

8.2 Limitations on EFTs

There are limitations on the frequency and amount of transactions you can make to or from your Account using your Card. These limits are different for each type of transaction. For limits that apply to Card transactions, please refer to Section 3 of this Agreement.  For other limitations that may apply to your Account, please refer to your Account Agreement. Your Card may also be subject to security-related limits.  These limits may change from time to time.

8.3 Documentation of Your Transactions

You can generate Account statements at any time.  If you generate an Account statement, you will be provided with information about each transaction using your Card on your Account statement. Please refer to your Account Agreement for more information about statements and other ways to view your transaction history and other information. You will also have the option to receive a receipt when making a withdrawal at an ATM or when you make a POS purchase at a merchant.

8.4 Recurring Card Payments (Preauthorized Transfers)

Your Account does not support recurring or preauthorized transfers. If you attempt to establish a recurring or preauthorized transfer using your Card, we may reject the transfer(s) and/or close your Card.

8.5 Our Business Days

Our business days are Monday through Friday, excluding federal holidays.

8.6 Your Liability for Unauthorized EFTs

Contact us immediately if you believe that an unauthorized EFT has occurred or may occur concerning your Account, or if your Card has been lost, stolen or compromised. Calling us at 1-833-333-0417 is the best way of keeping your losses to a minimum. Your liability for unauthorized EFTs is outlined in your Account Agreement.  Please refer to your Account Agreement for details.

8.7 Our Liability for a Failure To Complete A Transaction, Unauthorized Transactions or Failure to Stop a Payment

We will respond to notices of errors or unauthorized EFTs and requests to stop payments in a commercially reasonable manner and time. Our liability for a failure to complete a transaction, an unauthorized transaction, or failure to stop a payment is limited to terms described in your Account Agreement.  Please refer to your Account Agreement for details.

9. Change of Terms

We may change this Agreement, or any features of your Card, at any time by emailing you updated terms and conditions, and any such amendment shall be effective upon delivery of the email.    We will give you advance notice of any change where required by law. We may provide such notice to you with your statement, electronically, or by mail. Any notice we provide to you will be binding and sent to the last (postal or electronic) address in our records. We may change your address if we receive an address change notice from the U.S. Postal Service. Unless required by law, we may change or close your Card without advance notice at our discretion or to comply with any appropriate federal or state law or regulation.

10. Account Information Disclosed to Third Parties

We will disclose information to third parties about your account or the transfers you make:

• Where it is necessary for completing the transaction
• To verify the existence and condition of your account with us (such as to confirm that sufficient funds are available to cover specific transactions) upon the request from a third party (such as a credit bureau or merchant)
• To comply with government agency or court orders
• If you give us your written permission

You can more fully understand how we use your information by referring to the Bank’s Privacy Policy at https://www.mybrb.com/privacy-policy.html and Unit’s Policy at https://www.unit.co/clients-privacy-policy.

11. Cancellation

We may refuse to issue, deactivate, revoke, suspend or cancel your Card at any time with or without notice to you, other than as required by law. This includes deactivating or canceling your Card if it has been lost or stolen to prevent unauthorized transactions. You agree not to use your Card once it has been deactivated, revoked, suspended or canceled. We may also limit your use of the Card, including limiting or prohibiting specific types of transactions. If you would like to cancel your Card, you may do so at any time by contacting us by email at support@unit.co.

The cancellation of your Card privileges will not otherwise affect your rights and obligations related to your Account.