Last updated: 21 July 2026

AIRWALLEX COMMERCIAL CHARGE CARD CARDHOLDER AGREEMENT

This Airwallex Commercial Charge Card Cardholder Agreement, together with exhibits, addendums and amendments thereto and the Arbitration Clause set forth under Exhibit A (collectively, the “Agreement”) governs your Airwallex commercial charge Card and corresponding charge card account (“Account”) issued by Community Federal Savings Bank (“Bank”). We are the issuer of the Card pursuant to a license from Visa U.S.A. Inc. (the “Card Network”). 

Airwallex Servicing (US) LLC (“Program Manager” or “Airwallex”) is the Bank’s service provider solely responsible for managing and servicing the Card and Account. In that capacity, Program Manager is a third-party service provider to us, and may act on our behalf, including but not limited to performing certain of our obligations or enforcing our rights under this Agreement. If you have any questions or need any help with this Agreement or your Card, you may contact Program Manager by calling (855)-932-3331 (“Our Customer Service Number”) or emailing to [email protected] (“Our Email Address”). Unless expressly stated in the applicable terms and conditions, the Bank has no association with any other services offered by Program Manager. Certain functionality of the Card may be accessed via the Program Manager’s technology platform (the “Airwallex Platform”).

PLEASE READ THE FOLLOWING TERMS CAREFULLY. By requesting, activating, or using a Card, or by retaining, using, or authorizing the use of a Card, you agree to the following terms. 

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 30, you agree that disputes arising under this Agreement will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS AGREEMENT (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. 

1. Definitions.

“Airwallex Card” or “Card” means any card, access device, or number we issue to the Business or an Authorized Cardholder. This includes virtual cards and any physical card, including all renewals and replacements. The Card is a commercial charge card.

“Authorized Cardholder” means each employee, officer, contractor, or other person acting on behalf of the Business to whom a Airwallex Card is issued and any other person that the Business or a cardholding employee, officer, contractor, or other person acting on behalf of the Business allows to use a Airwallex Card.

“Authorized Representative” means each person designated by the Business as having administrative control on the application for the Airwallex Card and Account and any person designated by the Business as an administrator in the Airwallex Platform (and as may be updated from time to time by written notice to us, including designating persons as Authorized Representatives in the Airwallex Platform).

“Billing Cycle” means the time period between Statements and is used to manage your Account. Each Statement shows the closing date, which is the last day of the Billing Cycle. 

“Business”, “you”, “your”, or “yours” means the business entity identified in our records as the entity that accepted this Agreement. 

“Business Days” means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York are authorized or obligated by law or executive order to be closed.

“Credit Limit” means the maximum amount of credit we have authorized you to have outstanding at any time. 

“Fees” means charges imposed on the Account. 

“New Balance” means the total amount of all unpaid Purchases, transactions, fees, charges, or any other amounts due under this Agreement as of the last day of the Billing Cycle. The New Balance includes any new Purchases, Fees, or charges posted to the Account during the Billing Cycle and any amounts unpaid from prior Billing Cycles.

“Payment Due Date” means the payment due date shown on your Statement. 

“Purchases” means the use of your Card or Account to buy or lease goods or services, including payment to government agencies (e.g., tax payments), service providers, and other permitted transactions as determined by us. This includes any associated fees and charges processed as part of the transaction. 

“Statement” means the periodic statement(s) we send to you in connection with your Card and Account. 

“We”, “us”, and “our” means Community Federal Savings Bank and its agents, authorized representatives, successors, affiliates, assigns. For purposes of the Arbitration Clause only, “we,” “us,” and “our” also include Program Manager and others identified in the Arbitration Clause, as applicable.

2. Introduction. 

Your Card and Account are governed by this Agreement, your application to apply for a Card and Account, your Statements, all disclosures and material provided to you before and when you open your Card and Account and any other documents and disclosures relating to your Card and Account, including any provided to you online and any future changes we make to any of the above. The most current version of this Agreement is available on Airwallex’s website at www.airwallex.com/us/terms. Please read this Agreement and all account documents carefully and keep a copy for your records. 

By activating or using a Card (including activation or use by an Authorized Cardholder), the Business agrees to be bound by the terms and conditions of this Agreement. The Business also agrees to receive all notices and communications from us (and from us through Airwallex) electronically. 

Important Information: To comply with Federal law to help fight the funding of terrorism and money laundering, all financial institutions are required to obtain, verify, and record information that identifies each person who requests or accesses a Card and Account. When you activate a Card for the Business or an Authorized Cardholder opens or accesses a Card, we will ask for your name, address, date of birth (where applicable), tax identification number, and other information that allows us to identify the Business, your beneficial owners or the Authorized Cardholder. We may also ask to see identifying documents for the Business and its beneficial owners and any Authorized Cardholder.

3. Cards and Wallets.

3.1. Eligibility. To be eligible to apply for a Card, you must have an active digital wallet accessible through the Airwallex Platform that is in good standing with the issuer of such wallet ("Wallet"). Please note that we do not issue, manage or administer the Wallet and that there may be separate fees associated with having the Wallet. For further information on the Wallet or to obtain a copy of the terms and conditions that govern the Wallet, please refer to https://www.airwallex.com/us/terms/treasury-management-terms 

You must provide accurate and complete company information as we may request upon application and from time to time. We may deny your application or any Authorized Cardholder’s application, or suspend access or use of any Card and Account if the Business information is inaccurate, incomplete, or outdated.

3.2. Card Requests; Activation. You may request virtual or physical Cards for you or Authorized Cardholders. We reserve the right to refuse to issue any requested Card at our sole discretion. Cards are non-transferable, and we have the right to cancel, revoke, or suspend any Card at any time without notice. Upon receipt, you must activate the Card by following the provided instructions. Every Card we issue remains our property, and the Business agrees (and agrees to ensure each Authorized Cardholder agrees) to destroy or return any Card to us or anyone we so designate pursuant to our instructions, upon our request.

3.3. Authorized Representatives You shall designate person(s) to be Authorized Representatives of the Business, which you may update from time to time by written notice to us through the Airwallex Platform. Authorized Representatives may access and review all information and transaction details related to the Card and Account, manage the Account, set or remove certain limitations and restrictions on the Card and Account, and designate Authorized Cardholders and additional Authorized Representatives. You agree that we may rely on the direction of an Authorized Representative, and we will not be liable for any act or omission based on such reliance. The Business is solely responsible for the designation of persons as Authorized Representatives and agrees to actively monitor the individuals designated as Authorized Representatives through the Airwallex Platform. We may limit the number of Authorized Representatives that may be designated by you, but we are not obligated to do so either for businesses generally or for a particular business.

3.4. Authorized Cardholders We may issue Airwallex Cards to Authorized Cardholders at the request of any Authorized Representative. The Business, through its Authorized Representatives, may request Airwallex Cards for Authorized Cardholders through the Airwallex Platform, and we will treat any request received by us through the Airwallex Platform as a valid request from the Business to issue such Airwallex Card. We reserve the right, in our sole discretion, to refuse to issue the requested Card, or to cancel, revoke or suspend an Authorized Cardholder’s Airwallex Card. Cards will be sent to an address designated by the Business’ Authorized Representative for the Authorized Cardholder, and the address will remain on file until another address is designated by the Business or its Authorized Representative. The Business is solely responsible for the accuracy of the designated address(es), safeguarding the Cards following mailing, and distributing the Cards solely to the Authorized Cardholders. You acknowledge that the Cards are to be distributed to, and used by, the Authorized Cardholders only. Unless you notify us otherwise through the Airwallex Platform, the Business authorizes and directs us to issue renewal or replacement Cards to Authorized Cardholders on or before the expiration of each Card and to send the cards to the address(es) on file for the Authorized Cardholders at the time of renewal or replacement. 

3.5. Approval; Credit Limits Upon approval of your application, the Credit Limit will be disclosed to the Business through the Airwallex Platform. The Credit Limit is determined in our sole discretion at the time of your initial request to be issued with a Credit Limit and on an ongoing basis with reference to, among other factors, our assessment of the credit risks associated with the Business or any Authorized Cardholder or any of their respective affiliates, including but not limited to the Wallet status, payment history, financial status, and information made available to us through Airwallex or other third parties, such as credit reference agencies. 

Credit Limits may vary by transaction type, and we may impose or change this limit on individual transactions or daily, weekly, or monthly amounts at any time based on your Wallet history and other factors. You agree that we may request and review additional information, including, but not limited to your Wallet activity and history, amongst other information, to establish or adjust the Credit Limit. You are responsible for keeping track of the balances on the Account and available credit for each transaction type. We may, but are not required to, approve Purchases that exceed the applicable Credit Limit, without obligating us to do so in the future. Subject to applicable law, we may refuse to authorize or accept any Purchase on the Card at any time as described in this Agreement. We may also, from time to time and in our sole discretion, change the Credit Limit; reduce the Credit Limit to $0 and close the Card and Account; or limit the number or amount of transactions on the Card based on an evaluation of various factors. We will promptly notify you in the event we decide to reduce the Credit Limit. The Business agrees not to use or permit others to use an Airwallex Card and Account if such use would cause the balance of the Account to exceed the Credit Limit we set from time to time unless otherwise authorized by us. We can require you to pay us any amount in excess of the Credit Limit immediately upon our request. The Business is liable for the entire outstanding balance on the Account, even if it exceeds the Credit Limit. If we honor a request for a transaction that will cause the balance of the Account to exceed the Credit Limit or further increase the difference between the outstanding balance and the Credit Limit (without increasing the total Credit Limit), all the provisions of this Agreement will apply to that excess, we may charge interest on the excess, and you must pay the entire excess to us on demand. Although we may post payments as of the date we receive them, the Credit Limit may not be restored in the amount of the payment for up to 7 days after we receive payment, to make sure we receive the funds.

4. Using Cards

4.1. Security; Lost or Stolen Card; and Unauthorized Use. You must take reasonable steps to prevent the unauthorized use of your Card and the Account. We may give you a Personal Identification Number (“PIN”) and may require you provide the PIN prior to using your Card. Keep your PIN secure and do not write it down or give it to anyone. We reserve the right to request you take specific steps to limit access to or prevent unauthorized use of your Card. For security reasons, you must, upon receipt of the Card, comply with any card activation procedures that may be prescribed by us. If a Card is lost or stolen or if you believe someone else may be using your Card without your permission or otherwise knows your PIN, you must tell us at once by sending us an email to Our Email Address or by submitting a ticket at https://help.airwallex.com/hc/en-gb/requests/new. 

The Business is liable for all charges, Fees, penalties, and losses resulting from a failure to exercise reasonable care in protecting a Card from loss or theft, or failure to promptly report such loss or theft. We (and/or, Airwallex, on our behalf) may request additional information in connection with any actual or suspected misuse of a Card or Account, including without limitation dates and amounts of transactions, details of the merchant and any other details that may assist us in investigating each claim. The Business agrees and agrees to cause any Authorized Cardholder to cooperate in investigating any claims in connection with Card misuse.

4.2. Card Use. You may use (or an Authorized Cardholder may use) a Card and the Account for Purchases and any other transactions we permit (or fail to prevent) from time to time. You authorize us to pay for all Purchases or any other transactions made in connection with a Card and the Account, even if such Purchases or transactions are not contemplated or intended by you. You agree that we may rely on the information provided by merchants and the Card Network.

You may use the Card to make Purchases exclusively for Business, commercial, or organizational purposes from any person or establishment that accepts the Card. We are not responsible for any losses the Business incurs if we do not authorize any Purchase or if anyone refuses to accept your Card for any reason. You agree that you will not use your Card for any personal, family, household purpose or for any unauthorized or illegal purpose. We reserve the right to close your Card and Account if we determine that it is used for any impermissible purpose, as we may determine from time to time. You may not use your Card for illegal gambling or any other illegal purchase or transaction, and the Business will be responsible for any such purchases or transactions if you do. You understand that this prohibition includes any purchase or transaction that is illegal in the jurisdiction where you operate, where the transaction is made, or in any other jurisdiction affected by the transaction. You are responsible for determining the legality of your purchase or transaction in all applicable jurisdictions before making a purchase or entering a transaction. We have no obligation to review, monitor, evaluate or determine the legality of any purchase or transaction made using your Card. We reserve the right, however, to decline, reject, refuse or deny any purchase or transaction that we believe may be illegal, related to an illegal activity, or a high-risk transaction. To the fullest extent permitted by law, you agree to pay for all Purchases and transactions made with your Card, even if such Purchase or transaction is determined to be illegal, impermissible or associated with any illegal or unauthorized activity. We also reserve the right to cancel, close or restrict the use of the Card or Account, including to decline and refuse to authorize and process any transaction, if we believe you have violated this Agreement or applicable law.

You understand that our services, including access to the Card and Account, may not always be available, and that we are not liable for any losses that may result when such services are unavailable due to any reason outside of our control, including, but no limited to, failure of any machine, merchant financial institution or any other party to honor your Card. 

4.3. Transaction Authorizations. We do not guarantee approval of any Purchase. We reserve the right to deny Purchases for any reason, such as exceeding your Credit Limit, Account default, suspected fraudulent or unlawful activity, internet gambling or any indication of increased risk related to the Purchase. We also may limit the number of authorizations we allow during a period of time. When you use your Card to initiate a Purchase at certain merchant locations, such as hotels, restaurants, gas stations and rental car companies, where the final Purchase amount is unknown at the time of authorization, a hold may be placed by the merchant on the available credit in the Account for an amount equal to or in excess of the final Purchase amount. The credit amount subject to the hold will not be available to you for any other purpose until the merchant sends us the final Purchase amount. Once we receive the final Purchase amount, it may take several days for the hold to be removed. During that period, you will not have access to the credit amount subject to the hold. If you give your Card information to a merchant to bill the Account for recurring payments, or to keep it on file for future purchases or payments, and your Card number, expiration date or security code changes, you should notify the merchant with your new Card and Account information.

5. Fees and Repayment 

5.1. Promise to Pay; The Business promises to pay us the full amount, including, all charges, Fees and other amounts charged to the Card and the Account, whether such purchases were made by, or incurred by, the Business or an Authorized Cardholder or anyone else who uses the Card and even if the Card was not presented, the charges were not signed for (to the extent permitted by law) or whether such Purchase or transaction is an authorized Purchase or unauthorized Purchase or transaction under this Agreement and must do so by the Payment Due Date listed in each Statement. The Business is responsible for all charges made by any person it or an Authorized Cardholder permits to use the Card, whether or not you or any Authorized Representative or Authorized Cardholder have notified us that the person will be using the Card and whether or not the actual amount exceeds your permission. To the extent permitted by applicable law, the Business agrees to pay all costs and disbursements, including reasonable attorney fees, incurred by us in legal proceedings to collect or enforce the indebtedness and/or the terms of this Agreement. You should review the Statements regularly. You may also view the Statements at any time through the Airwallex Platform. 

All payments must be made in U.S. dollars drawn on funds on deposit in the United States. We will reject payments that are not drawn in U.S. dollars and funds drawn on a financial institution located outside of the United States. Payments on the Account should be made through the Airwallex Platform or through the Wallet or other externally connected account via ACH as a one-time payment or by setting up automatic payments. You agree not to make any payment by cash, cash advance, via another credit card account, or using funds obtained through a cash advance to another credit card account. If you attempt to make payment by any prohibited method, the payment will be rejected, and the Account may be subject to further review and potential restrictions. We do not generally accept checks as a method of payment for the Account, however, if we do accept a check, we may, in our sole discretion, accept late payments, partial payments, or any payment marked “paid in full” or “without recourse,” or any payment restrictively endorsed, without waiving our right to payment in full of your entire Account balance or our other rights under this Agreement. Subject to applicable law, we may make third-party services available to you that allow you to make faster or recurring payments online or by telephone. We or the third party providing such services will describe the terms for such services before you use them, including any fees (which will be third-party fees and not fees of our own). 

The Business agrees to pay the New Balance in full by the Payment Due Date of your Statement.

5.2. Automatic Payment Authorization and Delayed Use of the Card and Account The Business irrevocably authorizes us to automatically debit or otherwise withdraw (via the ACH system, electronic checks, wires or otherwise) directly from your Wallet for funds and any payments, Fees, costs, charges or other amounts you owe us or that we are entitled to receive under this Agreement. If available as an option, you may also provide us with an external bank account through the Airwallex Platform that is linked to your Account (“Linked Account”) to pay all or a portion of your Statement balance. If there are insufficient funds in your Wallet to pay the full amount due on your Statement, you authorize us (to automatically debit the unpaid remaining balance from your Linked Account. You must maintain an automatic, recurring ACH authorization (“Automatic Payment Authorization”) that enables us to debit your Wallet (or, where applicable, Linked Account) for payments and other amounts owed by you under this Agreement, and you may not revoke or cancel the Automatic Payment Authorization until such time as all of your indebtedness to us under this Agreement has been paid in full. If you do so, you will be in default of this Agreement. Payments will be debited on the day they are due, except that if that date is not a Business Day, the payment will be debited on the first Business Day immediately following the due date. When payments are made to the Account, we may delay restoring the amount of available credit by the amount of the payment for up to 10 days, to ensure the payment clears.

We may delay, limit or restrict the use of the Card and Account, including the availability of credit for use, until we confirm that any payment you have made has been cleared and funds have been received by us. This may happen even if we initially or provisionally credit your payment to the Account. We may resubmit and collect returned payments electronically. If necessary, we may adjust the Account to correct errors, process returned and reversed payments and handle similar issues. We may without notice restrict the availability of any credit balance in our sole and absolute discretion. We may reduce the amount of any credit balance by any new charges or if we have a reasonable belief that any balance may not be collectible from you, subject to applicable law. We may also adjust your Credit Limit if we have a reasonable belief that the balance on the Account may not be collectible from you, subject to applicable law. You may send an email to Our Email Address or Our Customer Service Number to request a refund of any available credit balance. 

5.3. No Interest. No interest will accrue on any transaction, balance, or payment due under this Agreement, regardless of the timing or method of repayment. The Business is required to pay the full outstanding balance reflected on each Statement by the Payment Due Date specified therein.

5.4. Fees. We charge the Fees set forth in the Fees Table under Exhibit B the (“Fee Schedule”), attached to this Agreement, subject to applicable law (including but not limited to the restrictions set forth below): 

• Annual Fee. We do not charge an annual Fee for the Card. 

• Late Fees. A late fee, as set out in the Fee Schedule, will be charged if the outstanding balance is not paid in full by the Payment Due Date. If the late fees include a percentage of the overdue Statement balance, the relevant percentage (as specified in the Fee Schedule or otherwise in writing) will be applied to the amount of the Statement balance that you failed to pay on the Payment Due Date and will accrue each month until the Statement balance is paid in full.

• Returned Payment Fee. We do not charge a Returned Payment Fee.

• Foreign Transaction Fee. The Foreign Transaction Fee set out in the Fee Schedule, will be charged for any foreign transaction made in a foreign currency. 

We may update the Fee Schedule from time to time. Assessment and/or payment of any Fee will not cure any breach of this Agreement.

5.5. Balance Calculation Method. The balance is calculated using the average daily balance method (including current transactions), which aggregates the daily balances and divides by the number of days in the billing cycle. This method is used solely for reporting purposes and does not affect payment obligations. The full balance is due and payable upon the Payment Due Date specified in your Statement and must be paid in full by the Payment Due Date to maintain good account standing with us.

6. Foreign Transactions. A foreign transaction is any transaction made in a foreign currency. Foreign transactions include, for example, online transactions made in the U.S. but with a merchant who processes the transaction in a foreign country. If a transaction is made in a foreign currency, the Card Network will convert the charge into a U.S. dollars in accordance with its operating regulations and using its conversion procedures in effect at the time the transaction is processed. The conversion may differ from the rate on the transaction date or posting date. Foreign transaction fees may be assessed by the Card Network or other third parties and will be passed through to your Account.  These fees are determined by such parties and may vary; we do not control or receive advance notice of these amounts. The Foreign Transaction Fee set forth in the Fee Schedule is in addition to any conversion rate assessed by the Card Network or any third party.

Card transactions made at a merchant point of sale outside of the U.S. may offer you an option to have such transaction converted to U.S. dollars by the Card Network or by the merchant. If the merchant offers to make the conversion, the conversion currency rate will be determined solely by the merchant involved in the transaction. 

7. Statements and Disputes. We (or, Airwallex, on our behalf) will generally send or make available to you a Statement for your Card and Account after the end of each Billing Cycle. However, under certain circumstances, the law may not require us to send or make available to you a Statement or may prohibit us from doing so. Each Statement covers a single Billing Cycle. We send only one Statement for all Cards with your Account number. If there are two or more of you, you agree that all Statements and notices regarding the Account may be sent solely to the email address for the Business shown on our billing records. The Statement will show the transactions billed to the Account during the Billing Cycle, the previous Account balance, New Balance, the Payment Due Date and additional information. Please review each Statement carefully. You must notify us promptly of any change in the Business’ name or billing address by emailing us at Our Email Address or contacting us at Our Customer Service Number. Generally, we will not send you a Statement if (a) we deem the Account to be uncollectible, (b) delinquency collection proceedings have been instituted, or (c) for any other reason permitted by applicable law. The “closing date” is the last day of the Billing Cycle. All transactions posted after the closing date will appear on your next Statement.

8. Account Default and Cost of Collections. If you are in default, we can charge you the Fees as set forth herein, lower your Credit Limit, file a lawsuit against you and/or pursue another action not prohibited by law, declare the entire balance of the Account due and payable at once without notice or demand, suspend, restrict or cancel your Card and Account and/or terminate this Agreement without liability. The Business is in default if: (i) it fails to make a required payment when due or by the Payment Due Date; (ii) we determine a false or misleading statement was made by you, your Authorized Representative or Authorized Cardholder or such individual or person otherwise attempted to defraud us; (iii) is subject to a bankruptcy or insolvency proceeding; (iv) any payment made by the Business is rejected, not paid or cannot be processed; (v) exceeds the Credit Limit; (vi) permanently relocates outside of the U.S.; or (vii) fails to comply with any term of this Agreement. 

After a default by the Business, and subject to the limitations of applicable law, we may at our option: (i) reduce the Credit Limit, (ii) close, restrict or suspend the Card and Account and declare the entire unpaid balance on the Account immediately due and payable, (iii) bring a legal action against the Business to collect money owed to us, (iv) terminate any special promotional credit terms, and/or (v) exercise all other rights and remedies available to us under applicable law. In the event of a Business default, and subject to any limitations or requirements of applicable law, the Business agrees to pay all costs, including reasonable attorney’s fees, incurred by us in collecting all amounts due on the Account, whether or not suit is brought against the Business and in protecting ourselves from any harm that we may suffer as a result of a default by the Business. 

We reserve the right to collect any outstanding Statement balance from you, including by engaging third parties for collection. Except as noted below, in the event of default, the Business agrees to pay all costs incurred by us in collecting any amount it owes or in enforcing or protecting our rights under this Agreement as permitted by applicable law. Subject to applicable law, costs of collection include, but are not limited to, collection agency fees, repossession fees, court fees or fees for any other judicial proceeding, and reasonable attorneys’ fees for any action taken by an attorney, which may include a salaried employee if state law allows. 

9. Suspension and Termination. Without prejudice to any other rights or remedies available to us under this Agreement or at law, we may, at any time and for any reason, including but not limited to your failure to pay the Statement balance on the Payment Due Date, suspend or close a Card and Account or otherwise terminate your (or any Authorized Cardholder’s) right to use the Card. The Business may close a Card at any time by sending us an email to Our Email Address. The obligations of the Business under this Agreement continue even after the Card and Account are closed. The Business must destroy (and must ensure that each Authorized Cardholder destroys) Cards or other credit devices on the Account when the Account is closed. When the Account is closed, the Business must contact anyone authorized to charge transactions to the Account, such as any subscription services. These transactions may continue to be charged to the Account until the Business changes its billing information with such third parties. If we believe the Business has authorized a transaction or is attempting to or has authorized the use of a Card after it has requested to close the Card and Account, we may allow the transaction to be charged to the Account.

10. Third Party Rewards Programs. In connection with the Card, you may be provided with the opportunity to earn certain rewards, rebates, participate in subscription programs, promotions or other benefits or services provided  and separately offered to you by one or more other parties  (including, our Program Manager) (each, a “Rewards Program”). Any Rewards Program is governed by separate terms provided by the applicable provider. You acknowledge and agree that any such Rewards Program is not part of this Agreement, and we are not responsible for providing the management and services for any Rewards Program, including points, rebates, promotional offerings, membership subscriptions, redemptions for merchandise or other benefits or services and that we do not manage, service or otherwise participate with any other party (including our Program Manager). We will not have any obligation or liability to you for your participation in any Rewards Program or the management or servicing by any other party (including, by Program Manager) of any Rewards Program. If you have any questions regarding the Rewards Program, please contact the entity providing the Rewards Program.

11. Chargebacks. You may dispute a transaction charged to your Card and Account by submitting written notices to us within the timeframe prescribed for the applicable dispute category, as set out on the Airwallex website,https://www.airwallex.com/docs/issuing__handle-transaction-disputes__create-disputes#step-2:-submit-a-dispute (“Dispute Timeframe”). We will review the dispute in accordance with applicable Card Network rules and may initiate (on your behalf) a chargeback if warranted. You should review all Card transaction history on the Account carefully. We (nor our Program Manager) are responsible for such review, and we are not responsible for any loss to you, Authorized Cardholders, or any other third party if Card transactions are not timely disputed. To avoid losing any rights to dispute a Card transaction, you or any Authorized Cardholders, agree to provide all requested documentation to support the dispute. We are not obligated to reverse a transaction unless the dispute meets the criteria established by the applicable Card Network. 

If we are satisfied after investigation that a disputed transaction should be reversed, the amount initially debited for the transaction will be credited to your corresponding Wallet or Linked Account in U.S. dollars using the then-prevailing exchange rates determined by us . Card transactions can only be investigated after they have been settled. Settlement occurs when a post date is recorded on the Account. 

You acknowledge and agree that any chargeback rights under this Agreement are contractual and not governed by consumer protection laws. We reserve the right to debit the Account or Wallet or Linked Account linked to the Account for any chargeback reversed by a Card Network or that is deemed invalid.

12. Additional Terms

12.1. Notices. Any Authorized Representative of the Business may give us any notice under this Agreement. If an Authorized Representatives gives us different notices or make different requests, we may choose which one to honor. We will not be liable to the Business or anyone else because we choose to honor a request or notice from any Authorized Representative of the Business. All notices and letters to us concerning the Card and Account must be sent to us through the Airwallex Platform or by mail to: Community Federal Savings Bank C/O., Airwallex, Attn: Legal, [email protected], 188 Spear Street, 9th Floor, San Francisco, CA 94105, USA . Notice by you to us is deemed to be given when received by us. 

You consent to accept all legal and other notices from us electronically. You agree that this has the same legal effect as a physical signature. All written notices by us to you or any Authorized Cardholder may be sent to your or the Authorized Cardholder’s address, electronic mail address, or to your Airwallex Platform account, as appropriate and subject to our sole discretion, as it appears in our records. Notice is deemed to be given when we mail the notice to the address or email address of record or send it through the Airwallex Platform. You are responsible for any costs you incur from internet or mobile service providers for receiving these notices. You understand that acceptance of electronic notices is required under this Agreement, and you may only withdraw this consent by closing the Card and Account. 

12.2. Communications about the Card and Account. You agree that we may contact you and your representatives from time to time regarding a Card and Account and for marketing purposes. You expressly authorize and consent to such contact by us, Program Manager, our service providers, collection agencies, debt collectors, and other third parties working on our behalf, as set forth in this section. You agree that we may: (1) contact you by mail, telephone, email, fax, recorded message, text message or personal visit; (2) contact you using an automated dialing or similar device that may or may not leave a prerecorded message (“Autodialer”); (3) if you give us a mobile telephone number, contact you on your mobile telephone; (4) unless you have told us that certain times or days of the week are inconvenient, contact you at any time, including weekends and holidays; (5) attempt to reach you with any frequency; (6) leave prerecorded and other messages on your answering machine/service; and (7) identify ourselves and our purpose for contacting you in a voice or written message, even if others might hear or read it. Our contacts with you about the Card or the Account are not unsolicited and might result from information we obtain from you or others. We may monitor or record any conversation or other communication with you and/or your representatives, and you expressly consent to such monitoring and recording. When you give us or we obtain your mobile telephone number, we may contact you at this number using an Autodialer and can also leave prerecorded and other messages. We may do these things whether we contact you, or you contact us. If you ask us to discuss the Card or the Account with someone else, you must provide us with documents that we ask for and that are acceptable to us. We may also contact any Authorized Cardholder by means, purposes, and through the actions detailed above, if you or such Authorized Cardholder has provided us with contact information in connection with the Card and Account.

12.3. Privacy and Data Sharing and Assignment. We and our Program Manager may access, obtain, store, transmit, use, disclose, maintain, process or dispose of (collectively, “Process”) your or any Authorized Cardholder’s information, and other information related to the services provided under this Agreement (collectively, “User Data”) in order to provide or support such services, including without limitation, sharing User Data with us, Program Manager and other third parties (and their respective affiliates), as applicable. You are solely responsible for the accuracy, completeness, content and legality of all User Data, and agree to comply with all applicable local, state, federal and international laws, regulations and conventions (“Laws”) related to the processing, privacy and security of User Data, including without limitation to the extent applicable, the Gramm-Leach-Bliley Act, state financial privacy laws and laws providing access, deletion and other data subject rights, in each case as applicable. You represent, agree and warrant that you have provided all necessary and appropriate notices and obtained all necessary consents, rights and permissions (including without limitation those required by applicable Laws): (i) to share or make available any User Data (including without limitation personally identifiable information) with us, Program Manager and other third parties (and their respective affiliates), and (ii) for us, Program Manager and other third parties (and their respective affiliates) to process User Data as contemplated, necessary or reasonable under this Agreement. 

We may at any time, and without giving notice to you, sell, assign or transfer our interest in the Card and Account, the receivables for any credit extended to you, or our rights or obligations under this Agreement to any person or entity, including our Program Manager. The person or entity to whom we make any such sale, assignment or transfer shall be entitled to some or all of our rights and may also assume our obligations under this Agreement, to the extent sold, assigned or transferred, and shall have the right to, without notice to you, sell, assign or transfer your Card and Account, any receivables for credit extended to you, this Agreement, or rights or obligations under this Agreement to any other person or entity. Without limiting the generality of the foregoing, you acknowledge and agree that, in the event Program Manager acquires, purchases or receives your Card and Account, the receivables for any credit extended to you, this Agreement or rights or obligations under this Agreement, Program Manager may sell, transfer or assign such Card and Account, receivables, or rights or obligations under this Agreement to any third party, including its affiliates. We may also share with any prospective purchaser of the Card and Account, information regarding the receivables for any credit extended to you or our rights or obligations under this Agreement and all User Data you may provide us or that we collect in connection with the Card and Account to the extent permitted by applicable law. 

12.4. Business Representations, Warranties, and Covenants. The Business hereby represents, warrants and covenants as follows:

• Legal Status. The Business is in good standing and duly qualified to do business in each jurisdiction where it conducts its business and has the full power and authority to carry on its business as presently conducted.

• Authority to Enter into the Agreement; Binding Effect. The Business has full power and authority to enter into and perform all obligations under this Agreement, and the Business has been duly authorized to do so by all necessary organizational action. This Agreement has been duly executed and delivered by the Business, and this Agreement constitutes a legal, valid, and binding obligation of the Business, enforceable against the Business in accordance with its terms.

• No Conflict with Other Documents. The Business entering into and performing all obligations under this Agreement are not inconsistent with any of the Business’s governing documents, and does not and will not contravene any provision of or constitute a default under any indenture, mortgage, contract, or other instrument to which the Business is a party or by which the Business is bound.

• Accurate Information. All information that the Business has provided and will provide at any time in the future is and will be accurate, and the Business’s chief financial officer or operating officer (or other person with equivalent knowledge and responsibility regardless of that person’s title) will certify the accuracy of such information on request.

• Further Assistance. At our request, the Business shall deliver, in a form acceptable to us, any legal documents, financial statements, or other information we may require. The Business shall also promptly notify us of any significant change in its business or other development that has or may have a material adverse effect on its business. 

13. Electronic Communications. The Business consents to electronic communications. The Business maintains and will maintain hardware and software necessary: 1) to receive electronic notices and legally required disclosures and 2) for Authorized Representatives and Authorized Cardholders to manage the Account and Airwallex Cards electronically.  

14. Governing Law. This Agreement is governed by and construed in accordance with the laws of the United States. To the extent state law applies to this Agreement, this Agreement will be governed by the laws of the State of New York. This Agreement is not valid until accepted by us in New York, and any credit extended to you is extended in and from New York, regardless of where you reside or use your Card or Account. You agree that if a dispute arises and you file suit against us, services of process on us may be made only at our main office in New York.

15. Assignment. Your rights and obligations under this Agreement may not be assigned without our prior written consent. We may at any time, and without notice to you, sell, assign or transfer your Account, any amounts due on your Account, this Agreement, or rights or obligations under your Account or this Agreement to any person or entity, including our Program Manager. The person or entity to whom we make any such sale, assignment or transfer shall be entitled to all of our rights and shall assume our obligations under this Agreement, to the extent sold, assigned or transferred, and shall have the right to, without notice to you, sell, assign or transfer your Account, any amounts due on your Account, this Agreement, or rights or obligations under your Account or this Agreement to any other person or entity.

16. Change of Terms. We reserve the right to amend this Agreement at any time by adding, deleting or changing the provisions of this Agreement. We will provide notice only to the extent required by applicable federal law or the laws of New York that are in effect at that time. We may, but are not required to, also provide notice to any Authorized Cardholders. If an amendment gives you the opportunity to reject the change, and if you reject the change in the manner provided in such amendment, we may terminate your right to receive credit and may ask you to return all credit devices as a condition of your rejection. If you or any Authorized Cardholder uses a Card after the effective date of the change, you will be considered to have agreed to the new terms even if you have sent us such written notice. Changes which we make can apply to all amounts owed under this Agreement and to any future transactions on the Account except as otherwise provided by law. We may replace your Card with another card at any time.

17. No Waiver; Entire Agreement; and Severability. We will not lose any of our rights if we delay or choose not to take any action for any reason. We may waive any rights without notifying you. Without limiting the generality of this section, we may waive Fees or other charges that we may charge you without notifying you and without losing our right to charge them in the future. This Agreement is the final expression of the agreement between you and us and may not be contradicted by evidence of any alleged oral agreement. If any of the provisions of this Agreement (other than the requirement for arbitration in the Arbitration Clause) are held to be unenforceable or invalid for any reason, the remaining provisions hereof shall nevertheless remain enforceable and shall be interpreted in such a manner to preserve the enforceability of this Agreement to the maximum extent permitted by applicable law.

18. Survival. Notwithstanding anything herein to the contrary, the provisions of this Agreement will survive termination to the extent necessary to effectuate their respective purposes.

19. Digital Wallet Terms. This subsection governs your access to, and use of your Card through a digital wallet provided by another company (such as Apple Pay, Google Pay, Samsung Pay, Amazon, PayPal, Venmo, etc.) or a merchant-branded website or digital wallet where your Card information is stored for future use (each, a “Digital Wallet”).

19.1. Adding your Card to a Digital Wallet. To add your Card to a Digital Wallet, you must link your Card with that Digital Wallet by following the instructions of the provider of the Digital Wallet or another third party supporting the Digital Wallet (collectively, the “Digital Wallet Provider”). You may be required to take additional steps to authenticate yourself or the Card before your Card is added to the Digital Wallet. We may not add a Card to your Digital Wallet if we cannot authenticate the Card or if we otherwise suspect that there may be fraud associated with the Card. 

You may only use a Digital Wallet with a compatible device, as determined by the Digital Wallet Provider (“Compatible Device”).

If you request to add your Card to a Digital Wallet, you authorize us to collect, transmit, store, use and share information with third parties (including, but not limited to, the Digital Wallet Provider and applicable payment card networks) about you, your Card, your Compatible Device, and your use of the Card to the extent necessary to effectuate the addition of your Card, and the use of your Card, in the applicable Digital Wallet(s) to which you have requested to add your Card. 

We reserve the right to add or remove the Digital Wallets in which you may add or use your Card in our sole discretion.

19.2. Using Your Card in a Digital Wallet. Once you add a Card to a Digital Wallet on a Compatible Device, you may use the Compatible Device to make payments utilizing the Card at any merchant that accepts the Digital Wallet and Card, subject to your agreement with the Digital Wallet Provider. By selecting an added Card in the Digital Wallet and using merchant’s contactless-enabled point-of-sale terminal or reader or by using a Card for an in-app or a website purchase, you are authorizing the payment for the applicable merchant’s products or services with that Card in the Digital Wallet. The Digital Wallet may display transaction history, but it does not reflect any post-authorization activities and may not match the actual transaction details that are posted to the Account. 

Digital Wallet may not be accepted at all merchants where your Card is otherwise accepted, and your Card may not be eligible for all the features and functionalities offered by the Digital Wallet. 

Any virtual Card we may issue to you or Authorized Cardholder that is linked with the Digital Wallet may be, in our sole discretion, automatically updated or upgraded without notice to you or Authorized Cardholder. 

We reserve the right to restrict the use of Cards within a Digital Wallet at any time and for any reason. We may terminate your access to, or use of your or Authorized Cardholder’s Card, with a Digital Wallet at any time and for any reason, including if you violate any of the terms or conditions of these Digital Wallet Terms. Some examples of instances where we may take action to restrict or terminate use of a Card in a digital wallet include: if we suspect fraud with the Card, if applicable law changes or if we are directed to do so by the Digital Wallet Provider or the relevant payment card network. 

The Card may be removed by you or Authorized Cardholder from a Digital Wallet by following the Digital Wallet Provider’s procedures for removal. You are liable for transactions made through Digital Wallets. 

19.3. Digital Wallet Provider Agreements. You understand and agree that your use or Authorized Cardholder’s use of a Digital Wallet is subject to the terms and conditions set forth by the Digital Wallet Provider with respect to the use of that Digital Wallet. You acknowledge that we are not party to any agreement or the terms and conditions for a Digital Wallet between you, your Authorized Cardholder and a Digital Wallet Provider, and we do not own and are not responsible for a Digital Wallet.

Your or Authorized Cardholder’s agreement with any Digital Wallet Provider does not impact this Agreement. Any use of a Card in or through the Digital Wallet continues to be subject to all terms and conditions of this Agreement.

19.4. Applicable Fees. We do not charge you any additional fees for adding your Card to a Digital Wallet or for using your Card in the Digital Wallet. However, any fees and charges that would apply when you use your Card outside the Digital Wallet will also apply when you use a Digital Wallet to make purchases with your Card or otherwise access your Card. 

The Digital Wallet Provider and other third parties (such as wireless companies or data service providers) may charge fees, and you agree to be responsible for such fees.

19.5. Limitation of Our Liability. We are not the provider of the Digital Wallet, and we are not responsible for providing the Digital Wallet service to you, any Authorized Cardholder or for ensuring that the Card is compatible with any Digital Wallet service. We are not affiliated with any Digital Wallet Provider, and we do not endorse any Digital Wallet Provider. We do not make any representation or warranty of any kind regarding the performance or operation of your or any Authorized Cardholder’s Compatible Device or the Digital Wallet. 

Some Digital Wallets may use a palm print, fingerprint, facial map or any other biometric data to recognize you, authenticate your identity, or authorize your transactions, and you understand we do not provide any such technology or services and have no obligation regarding the security of such technology or services. By using such technology or services with a Digital Wallet to conduct any transaction, you are authorizing a transaction on your Card. We are only responsible for supplying information to the Digital Wallet provider to allow usage of your Card in the Digital Wallet as you or your Authorized Cardholder have requested. 

In no event are we responsible for: (i) any failure of the Digital Wallet, any mobile device you use with the Digital Wallet, or the inability to use the Digital Wallet for any transaction or (ii) how the Digital Wallet Provider performs its services or any other third parties regarding any agreement you enter into with the Digital Wallet Provider or other third party. We do not control the privacy and security of any of your information that may be held by the Digital Wallet Provider. Any information held by the Digital Wallet Provider is governed by the Digital Wallet Provider’s privacy policy. 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY ARE WE LIABLE FOR ANY LOSSES, CLAIMS, EXPENSES OR DAMAGES RESULTING FROM YOUR USE OF A DIGITAL WALLET, YOUR USE OF THE CARD OR VIRTUAL CARD IN CONNECTION WITH A DIGITAL WALLET, OR A MOBILE DEVICE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF A CARD PROVISIONED TO THE DIGITAL WALLET OF YOUR CHOICE AND THE DIGITAL WALLET SERVICE IS AT YOUR SOLE RISK.

19.6. Security. If you use a Digital Wallet, you should protect your Digital Wallet and your Compatible Device as you would your Card. If your Digital Wallet or Compatible Device is compromised, lost or stolen, you should also consider your Card lost or stolen and notify us immediately. If your physical plastic Card is lost or stolen and your Compatible Device is not lost or stolen, you may be required to add the replacement physical plastic Card to a Digital Wallet. If your Compatible Device is lost or stolen, you will need to add your Card to a Digital Wallet on a new Compatible Device.

19.7. Digital Wallet Provider Disclosures 

Apple Pay: For additional information and terms regarding the use of Apple Pay, click here. We do not control or endorse the provisioning or use of Apple Pay. 

Google Pay: These Terms do not apply to transactions in Google products that are not initiated or effectuated through the Digital Wallet. Your use of Google Pay is also subject to the terms and conditions set forth in the Google Pay Terms of Service. We do not control or endorse the provisioning or use of Google Pay. 

Samsung Pay: Your use of Samsung Pay is also subject to the terms and conditions set forth in the Samsung Pay Terms and Conditions. We do not control or endorse the provisioning or use of Samsung Pay Money Transfer services. 

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

EXHIBIT A

ARBITRATION CLAUSE

READ THIS ARBITRATION CLAUSE CAREFULLY AS IT INCLUDES A CLASS ACTION WAIVER AND WAIVER OF A TRIAL BY JURY. PLEASE KEEP A COPY OF THIS ARBITRATION CLAUSE FOR YOUR RECORDS. 

IF YOU DO NOT AGREE TO THE TERMS OF THIS ARBITRATION CLAUSE, DO NOT APPLY FOR AND/OR OPEN A CARD AND ACCOUNT. 

1. Informal Mediation. Before formally pursuing a dispute in arbitration or small claims court, you agree to first send a detailed notice (“Notice”) to Community Federal Savings Bank, Attn: Legal Department, 89-16 Jamaica Avenue, Woodhaven, NY 11421 in case of a dispute with the Bank, and to Program Manager, Airwallex, Attn: Legal, [email protected], 188 Spear Street, 9th Floor, San Francisco, CA 94105, USA, in case of a dispute with Program Manager. If we (or Program Manager) have a dispute with you, we, and our Program Manager agree to first send a Notice to you at your most recent email address on file with us, or if no email address is on file, other contact information associated with your Card and Account. Your Notice must contain all of the following information: (1) your full name; (2) information that enables us to identify your Card and Account, your address, mobile phone number, email address, and tax identification number or other business identification used to register the Card and Account if any; and (3) a detailed description of your dispute, including the nature and factual basis of your claim(s) and the relief you are seeking with a corresponding calculation of your alleged damages (if any). 

You must personally sign this Notice for it to be effective. Our (or Program Manager’s) Notice must likewise set forth a detailed description of its dispute, which shall include the nature and factual basis of its claim(s) and the relief it is seeking, with a corresponding calculation of our damages (if any). You and we (and/or the Program Manager) agree to then negotiate in a good faith effort to resolve the dispute. As part of these good faith negotiations, if we (or Program Manager) request a telephone conference with you to discuss your dispute, you agree to personally participate, with your attorney if you are represented by counsel. Likewise, if you request a telephone conference to discuss our or Program Manager’s dispute with you, then we (or Program Manager) agree to have one representative participate. This informal process should lead to a resolution of the dispute. However, if the dispute is not resolved within 60 days after receipt of a fully completed Notice and the Parties have not otherwise mutually agreed to an extension of this informal dispute resolution time-period, you, we, or Program Manager may initiate an arbitration (subject to a Party’s right to elect small claims court as provided below).

Completion of this informal dispute resolution is a condition precedent to filing any demand for arbitration or small claims court action. Failure to do so is a breach of this Agreement. The statute of limitations and any filing fee deadlines will be tolled while you, we, or Program Manager engage in this informal dispute resolution process. Unless prohibited by applicable law, the arbitration provider shall not accept or administer any demand for arbitration and shall administratively close any arbitration unless the Party bringing such demand for arbitration can certify in writing that the terms and conditions of this informal dispute resolution process were fully satisfied. A court of competent jurisdiction shall have authority to enforce this provision and to enjoin any arbitration proceeding or small claims court action.

2. Scope of Arbitration. All disputes, claims, or controversies between you and us, or between you and Program Manager arising out of or related to this Agreement or any aspect of the relationship between you and us (or Program Manager), whether based in contract, tort, statute, fraud, misrepresentation, consumer rights, constitution, regulation, ordinance or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury. Claims subject to arbitration include initial claims, counterclaims, cross-claims, and third-party claims. Such claims also include data breach or privacy claims arising from or relating directly or indirectly to our disclosure (or disclosure by a third party acting on our behalf) of any non-public personal information about you, and disputes arising from communications involving telephones, automatic dialing systems, artificial or prerecorded voice messages, SMS text messages or facsimile machines. Claims subject to arbitration also include disputes arising from facts, actions or omissions that occurred prior to the date of this Agreement. You agree that we, Program Manager and you are each waiving the right to trial by a jury. The only exceptions to mandatory arbitration are the following: (1) invocation of small claims under the procedures set forth under this Arbitration Clause; or (2) any claim for injunctive other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of either party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. 

Solely for purposes of this Arbitration Clause, the terms “we," us” and “our” include (a) us, our Program Manager, and our Program Manager’s respective subsidiaries, affiliates, agents, employers, successors, and assigns and all of their employees, officers, directors and controlling persons, and (b) any other person or company who provides any goods or services in connection with the Agreement if you assert a claim against such other person or company in connection with a claim you assert against us. You, us and our Program Manager are also referred to under this Arbitration Clause individually as a “Party” or, collectively, as the “Parties”.

3. Arbitration Rules. The arbitration will be administered by National Arbitration and Mediation (“NAM”). NAM shall not accept or administer any demand for arbitration and shall administratively close any arbitration unless the Party bringing such demand for arbitration can certify in writing that the terms and conditions of the informal mediation process provided above is fully satisfied. Any arbitration between the Parties shall be administered by NAM in accordance with NAM’s operative Comprehensive Dispute Resolution Rules and Procedures (the “NAM Rules”) in effect at the time any demand for arbitration is filed with NAM, as modified by this Agreement. For a copy of the NAM Rules, please visit https://www.namadr.com/resources/rules-fees-forms or contact NAM at NAM’s National Processing Center at 990 Stewart Avenue, 1st Floor, Garden City, NY 11530 and email address [email protected], or call NAM at (800) 358-2550. If NAM is unable or unwilling to perform its duties under this Agreement, the Parties shall mutually agree on an alternative administrator that will replace NAM and assume NAM’s role consistent with this Agreement. If the Parties are unable to agree, they will petition a court of competent jurisdiction to appoint an administrator that will assume NAM’s duties under this Agreement. Payment of all filing, administration and arbitrator fees will be governed by the NAM Rules or rules of the other organization.

Notwithstanding any choice of law or other provision in this Agreement, the Parties agree and acknowledge that this Arbitration section 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 proceedings pursuant thereto. It is the intent of the parties that the FAA and NAM Rules pre-empt all state laws to the fullest extent permitted by law. If the FAA and NAM Rules are found to not apply to any issue that arises under this Arbitration Clause or the enforcement thereof, then that issue shall be resolved under the laws of the State of New York.

4. Arbitration Procedure. A Party who desires to initiate arbitration must provide the other party with a written demand for arbitration as specified in the NAM Rules. The Parties agree that each individual claim for arbitration must set out the identity of the plaintiff and the plaintiff’s counsel, a detailed description of the legal claims being asserted and the requested relief, including a good-faith calculation of the specific amount in dispute.

The arbitrator, and not any federal, state, or local court or agency, has exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration section, including any claim that all or any part of this Arbitration Clause is void or voidable. The arbitrator is responsible for determining all threshold arbitrability issues, including issues relating to whether this Agreement is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us (or Program Manager) that an in-person hearing is required. Any in-person appearances will be held at a location which is reasonably convenient to the Parties with due consideration of their ability to travel and other pertinent circumstances. If the Parties are unable to agree on a location, such determination should be made by the NAM or by the arbitrator. 

The arbitrator’s decision will follow the terms of this Agreement and will be final and binding, subject to any appeal rights under the FAA. The arbitrator must apply substantive governing law consistent with the FAA and applicable statutes of limitation and privileges. The arbitrator may award any damages or other relief or remedies that would apply under applicable law to an individual action brought in court. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us (or the Program Manager) for you.

5. Mass Filing. If, at any time, 25 or more similar demands for arbitration are asserted against us, Program Manager or related parties by the same or coordinated counsel or entities (“Mass Filing”), consistent with the definition and criteria of Mass Filings set forth in the NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures (“NAM’s Mass Filing Rules”, available at https://www.namadr.com/resources/rules-fees-forms/”), the additional protocols set forth below shall apply.

i. If you or your counsel file a demand for arbitration (a “Demand”) that fits within the definition of Mass Filing referred to above, then you agree that your Demand for arbitration shall be subject to the additional protocols set forth in this Mass Filing subsection. You also acknowledge that the adjudication of your dispute might be delayed and that any applicable statute of limitations shall be tolled from the time at which you initiate informal dispute resolution until your Demand is decided, withdrawn, or settled.

ii. NAM’s Mass Filing Rules shall apply if your Demand is deemed by NAM, in its sole discretion pursuant to NAM’s Mass Filing Rules and this dispute resolution section, to be part of a Mass Filing. Such election for NAM’s Mass Filing Rules and related fee schedule must be made by either you, us, or Program Manager in writing and submitted to NAM and all Parties.

iii. Bellwether Proceedings. Bellwether proceedings are encouraged by courts and arbitration administrators when there are multiple disputes involving similar claims against the same or related parties. Counsel for the Mass Filings claimants (including you) and counsel for us (or Program Manager) shall each select 15 Demands (30 total), and no more than 30 arbitrations shall be filed, processed, adjudicated, or pending at the same time, with each of the 30 individual arbitrations presided over by a different arbitrator, in a first set of bellwether proceedings. During this time, no other Demands that are part of the Mass Filings may be filed, processed, adjudicated, or pending. If the Parties are unable to resolve the remaining Demands after the first set of bellwether proceedings are arbitrated or otherwise resolved, then counsel for the claimants and counsel for us (or Program Manager) shall each select an additional 15 Demands (30) total to be filed, processed, and adjudicated as individual arbitrations, with each of the 30 arbitrations presided over by a different arbitrator, in a second set of bellwether proceedings. During this time, no other Demands for arbitration that are part of the Mass Filings may be filed, processed, or adjudicated. This staged process of bellwether proceedings, with each set including 30 Demands adjudicated on an individual basis, shall continue until each Demand included in the Mass Filings (including your Demand) is adjudicated or otherwise resolved. Fees associated with a Demand included in the Mass Filings, including fees owed by the us or the Program Manager and the claimants (including you), shall only be due after your Demand is chosen as part of a set of bellwether proceedings and therefore properly designated for filing, processing, and adjudication. Any applicable statute of limitations shall be tolled beginning when you initiate the informal dispute resolution process set forth above in this section 5 of this Arbitration Clause, and if the first Mass Filings’ Demands are chosen for the initial set of bellwether proceedings have been filed, your claims will remain tolled until your Demand is decided, withdrawn, or settled. A court of competent jurisdiction located in New York, New York, U.S.A. shall have the power to enforce this subsection.

iv. The bellwether proceedings set forth in subsection (iii) above are preferred by the Parties. However, if said proceedings are determined to not be feasible under the circumstances, the Parties agree to cooperate with each other and the arbitrator to establish alternative processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient, cost-effective resolution of claims. Any disagreement between the parties as to whether subsection (iii) above should apply shall be resolved by a procedural arbitrator appointed by NAM.

The Parties each agree that we each value the integrity and efficiency of the arbitration and small claims court process and wish to employ the process for the fair resolution of genuine and sincere disputes between us. The Parties acknowledge and agree to act in good faith to ensure the fair resolution of genuine and sincere disputes. The Parties further agree that application of these Mass Filings procedures have been reasonably designed to result in an efficient and fair adjudication of such cases. 

6. Class and Consolidated Action Waiver. You agree that any arbitration under this Agreement will take place on an individual basis, and not as a class, collective, private attorney general, or representative action or proceeding and such class, collective, private attorney general, or representative arbitrations are not permitted, and (unless all parties otherwise agree in writing) you are agreeing to give up the ability to participate in or join claims of multiple individuals against us (or Program Manager) in a single proceeding (the “Class Action Waiver”). 

If a claim does not proceed in arbitration for any reason, the Class Action Waiver will remain in effect, and you shall not join or file any action or proceeding in court on a class, representative or joint basis against us (or the Program Manager).

7. Jury Waiver. Each Party waives the right to a trial by jury in any court in any suit, action, or proceeding on any matter arising in connection with or in any way related to the transactions of which this Agreement is a part or its enforcement, except where such waiver is prohibited by law or deemed by a court of law to be against public policy. The Parties each acknowledge that each Party makes this waiver knowingly, willingly and voluntarily and without duress, and only after extensive consideration of the ramifications of this waiver with their respective attorneys.

8. Small Claims Exception. Notwithstanding the foregoing, either you, us, or Program Manager may elect to have an individual claim heard in small claims court. If the request to proceed in small claims court is made after an arbitration has been initiated but before an arbitrator has been appointed, such arbitration shall be administratively closed. Any controversy over the small claims court’s jurisdiction shall be determined solely by the small claims court. 

All other issues (except as otherwise provided herein) are exclusively for the arbitrator to decide, as well as any request to proceed in small claims court that is made after an arbitrator has been appointed. If you, us, or the Program Manager challenges the small claims court election in your dispute, and the small claims court determines that it does not have jurisdiction, then the claim shall be heard in arbitration. However, such court determination shall not be considered or deemed binding with respect to Program Manager’s other contracting parties.

9. Venue and Forum Selection. Except where prohibited by law and except for claims that are heard in a small claims court as set forth in this Agreement, any claims arising out of or relating to this Agreement, our services, or to your relationship with us or Program Manager that for whatever reason are not required to be arbitrated or filed in small claims court, will be litigated exclusively in the federal or state courts located in New York, New York, U.S.A. You and Program Manager consent to the exercise of personal jurisdiction of courts in the State of New York and waive any claim that such courts constitute an inconvenient forum.

10. Severability; Survival; Conflicts. If any part of this Arbitration Clause is found by a court or arbitrator to be unenforceable, the remainder is enforceable, except that: (A) if the Class Action Waiver is limited, voided or found unenforceable in a proceeding between you and us, and that determination becomes final after all appeals have been exhausted, then this Arbitration Clause (except for this sentence) shall be null and void with respect to such proceeding; and (B) if a claim is brought seeking public injunctive relief and a court determines that the restrictions in the Class Action Waiver or elsewhere in this Arbitration Clause prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim, and that determination becomes final after all appeals have been exhausted, the claim for public injunctive relief will be determined in court and any individual claims seeking monetary relief will be arbitrated. In such a case the parties will request that the court stay the claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. This Arbitration Clause will survive the termination of the Agreement, regardless of reason for termination, the sale or assignment of your obligation by us to a third party, the repayment of some or all amounts owed under the Agreement and any bankruptcy by you, to the extent consistent with applicable bankruptcy law. In the event of a conflict or inconsistency between this Arbitration Clause, on the one hand, and the applicable arbitration rules or the other provisions of the Agreement, on the other hand, this Arbitration Clause shall govern.

EXHIBIT B

FEES TABLE

How We Will Calculate Your Balance: How We Will Calculate Your Balance: We use a method called the “average daily balance (including new purchases)” method. See “Balance Calculation Method” section set forth in the terms of the Agreement.