Last updated: 20 October 2026

FUND TRANSFER AGREEMENT

This Deposit and Funds transfer agreement (the “Deposit and Funds Transfer Agreement”) forms a legal agreement between Lead Bank, a Missouri state-chartered bank (“Bank”) and the entity or sole proprietor on whose behalf the associated Airwallex General Terms (the “Agreement”) is created (“Client”). This Deposit and Fund Transfer Agreement states the terms and conditions that govern the Bank’s provision, and Client’s use, of certain payment processing and fund transfer services (collectively, the “Bank Services”) available through Airwallex's Services. 

For purposes of this Deposit and Funds Transfer Agreement, each of Bank and Client may be referred to as a “Party” and together, the “Parties” (and, for the avoidance of doubt, for purposes of this Fund Transfer Agreement neither “Party” nor “Parties” shall include Airwallex ). All other defined terms used in this Deposit and Funds Transfer Agreement have the meaning assigned to them in the Agreement. In this Deposit and Funds Transfer Agreement, the term “herein” (and similar terms) shall refer solely to this Fund Transfer Agreement, and not to the terms of the Agreement. Further, the following terms shall have the following meanings for purposes of this Deposit and Funds Transfer Agreement:

• “Governmental Authority” means any international, federal, territorial, State or local governmental authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing having jurisdiction over Bank as applicable, and its respective Affiliates.

• “Transaction” means a transaction (including a return, reversal, or chargeback of a transaction) originated or received by Bank on behalf of the Client, or otherwise processed or executed by Bank for Client in accordance with the terms of this Fund Transfer Agreement.

• “Funding Account” means a commercial-purpose deposit account, established and maintained in Client’s name from which funds are debited to initiate or complete a Transaction.

• “Settlement Account” means the FBO deposit account established and maintained by Bank, further described in Section 2(b).

• “Transferee Account” means the deposit account or eligible card account into which Transactions will be credited.

• “Applicable Law” means the (i) Network Rules; and (ii) the laws, court opinions, attorney general opinions, rules and regulations of the United States or of any state therein, or of another state, as applicable, or any Governmental Authority.

• “Network” means NACHA, Visa, MasterCard, or any other card association or payment network selected by Bank and agreed to by Airwallex for the Settlement of Transactions contemplated by this Agreement.

• “Network Rules” means the bylaws, operating rules and regulations of any applicable Network, including the PCI-DSS.

• “PCI-DSS’ means the Payment Card Industry Data Security Standards established and implemented by the various payment ard associations, as the same may be modified from time to time.

PART A – AIRWALLEX USD ACCOUNT STORED VALUE & FDIC TERMS

This Part A applies to your use of the Airwallex USD Account as a stored value account. Electronic fund transfers into and out of your Account (including loads, transfers, and withdrawals) are processed under Part B (Fund Transfer Terms). In the event of any conflict between Part A and Part B with respect to individual/consumer Clients, this Part A will control.

1. About Your Airwallex USD Account

1.1 Nature of the Account. Your Airwallex USD Account is a stored value account that allows you to store U.S. Dollar funds with Bank and use those funds to make payments and transfers as described in these terms (the “Account”).

1.2 Consumer Use Only (for this Part). This Part A is intended for personal, family, or household use of the Account and not for business or commercial purposes. Entity or commercial use of the Bank Services is governed primarily by Part B and any applicable commercial agreements.

1.3 Not a Checking or Savings Account; No Interest. The Account is not a checking account, savings account, or other interest-bearing account. You will not earn interest on any funds held in the Account.

1.4 Relationship to Fund Transfer Terms. Electronic fund transfers into and out of your Account (including loads, transfers, and withdrawals) are processed under Part B (Fund Transfer Terms). This Part A describes how funds are held and how your Account operates. Capitalized terms used but not defined in this Part A have the meanings given in Part B.

2. Custodial / FBO Structure and FDIC Insurance

2.1 Custodial Holding of Funds. Bank has established one or more pooled “for the benefit of” deposit accounts at Bank (each, an “FBO Account”) in which Bank holds funds on behalf of Airwallex USD Account holders, including you. When funds are deposited into an FBO Account for your benefit, Bank holds such funds as custodian for you, and you are the beneficial owner of the portion of the balance in the FBO Account that corresponds to your Account Balance.

2.2 FDIC Insurance Eligibility. Funds underlying your Account Balance are deposit obligations of Bank and, if specific FDIC requirements are met, are eligible for pass-through Federal Deposit Insurance Corporation (“FDIC”) insurance up to 250,000 U.S. Dollars per depositor, per insured bank, for each account ownership category, in the event Bank fails. FDIC insurance does not protect you against the failure of Airwallex or against theft, fraud, or other non-bank risks.

2.3 Aggregation of Deposits. FDIC coverage limits apply to the aggregate of all deposits you hold directly or indirectly at Bank in the same ownership capacity (including funds held for you in any other FBO or prepaid programs). You are solely responsible for monitoring the total amount of deposits you hold at Bank for FDIC insurance purposes.

2.4 Records. Bank’s and Airwallex’s records will at all times contain sufficient information to identify the amount of funds in the FBO Accounts attributable to your Account, for purposes of FDIC pass-through insurance.

3. Account Balance and Permitted Uses

3.1 Account Balance. Your “Account Balance” is the amount of funds that Bank holds for your benefit in the FBO Accounts and that Airwallex records for you on its ledger. You may not access more than your available Account Balance.

3.2 Permitted Uses. Subject to applicable limits and this Agreement, you may use your Account Balance to:

(a) Load funds into the Account; (b) Make payments or transfers to Transferees or other permitted recipients through Airwallex USD Account; and (c) Redeem funds to an external bank account or other permitted withdrawal method supported by Airwallex USD Account.

3.3 Prohibited Uses. You may not use the Account for any illegal purpose, to conduct transactions prohibited under Applicable Law or Network Rules, or in any manner prohibited by the Agreement, the Fund Transfer Terms, or Airwallex’s policies (including any prohibited business or sanctions-related restrictions).

4. Adding Money to Your Account

4.1 Load Methods. Subject to Airwallex’s then-current features and limits, you may add funds to your Account by:

(a) Electronic fund transfers from a Funding Account; (b) Electronic fund transfers received from third parties (for example, payroll, disbursements, or other permitted credits); and (c) Any additional load methods Airwallex or Bank may make available from time to time.

4.2 Availability of Funds. We may place holds on funds you load into the Account as required or permitted by Applicable Law, Network Rules, or our risk, fraud, or compliance policies. Airwallex or Bank may refuse or delay any load or credit that would cause you to exceed applicable limits or appear suspicious or unlawful.

4.3 Limits. We may establish and modify at any time:

(a) Minimum and maximum amounts per load; (b) Daily, weekly, or monthly aggregate load limits; and (c) Maximum Account Balance.

Current limits may be disclosed in the Airwallex USD Account interface.

5. No Overdrafts; Negative Balances

5.1 No Overdrafts. You may not withdraw or transfer funds in an amount that exceeds your available Account Balance. We do not permit overdrafts and do not provide overdraft or credit features in connection with the Account.

5.2 Negative Balances. If, for any reason (including timing of settlement, reversals, chargebacks, or error), your Account reflects a negative balance, you must promptly add funds to restore your Account Balance to at least zero. We may apply any future loads or credits to your Account to reduce or eliminate the negative balance and may exercise any setoff or security-interest rights described in this Agreement or the Fund Transfer Terms.

6. Account Information, Statements, and Inquiries

6.1 Electronic Access. You may obtain your current Account Balance and recent transaction history through Airwallex USD Account or other channels identified by Airwallex from time to time.

6.2 Account History. Upon request, we will make available at least 24 months of Account transaction history at no charge in electronic form. You may also request written copies by contacting Airwallex or Bank as described in your disclosures; reasonable paper-statement fees may apply if permitted by Applicable Law.

6.3 Responsibility to Review. You must promptly review your Account activity and notify Airwallex of any unauthorized transactions, errors, or discrepancies within the time periods described in Section 8 (Error Resolution and Unauthorized Transactions).

7. Suspension, Restrictions, and Termination; Redemption of Funds

7.1 Suspension or Termination. Airwallex or Bank may suspend, restrict, or terminate your use of the Account, or close your Account, as permitted under this Agreement, the Fund Transfer Terms, and Applicable Law, including for suspected fraud, misuse, non-compliance, sanctions concerns, or required regulatory or law-enforcement action.

7.2 Effect of Termination. Upon closure of your Account, we will, unless prohibited by Applicable Law or court order, redeem your remaining Account Balance by returning funds to your Funding Account or another external account you designate and we approve, within a reasonable time. Fees, chargebacks, reversals, or other amounts you owe may be deducted before redemption. We may delay or restrict redemption or withdrawal of any remaining Account Balance for up to 150 days following closure of the Account, or for such longer period as is reasonably necessary for us to comply with our legal or regulatory obligations.

7.3 Inability to Return Funds. If we are unable, after reasonable efforts, to return your remaining Account Balance (for example, because your Funding Account has been closed and you do not provide alternative instructions), we may treat the funds as unclaimed property as described in Section 9.

8. Error Resolution and Unauthorized Transactions (Consumer Accounts)

This Section 8 applies if you use your Account primarily for personal, family, or household purposes and your Account constitutes an “account” for purposes of the Electronic Fund Transfer Act and Regulation E.

8.1 Contact in Case of Errors or Questions. If you think there is an error on your Account or you need more information about a transfer, contact Airwallex using the contact details provided in your Airwallex USD Account terms and disclosures as soon as you can. You must provide:

(a) Your name and Account information; (b) A description of the error or transaction you are unsure about and why you believe it is an error or need more information; and (c) The dollar amount of the suspected error.

If you contact Airwallex orally, Airwallex may require you to send your question or complaint in writing within 10 business days.

8.2 Time to Report Errors. We must allow you to report an error until 60 days after the earlier of:

(a) The date you electronically accessed your Account and could view the transaction in your history; or (b) The date Airwallex or Bank first sent or made available a statement or history on which the error appeared.

We may limit our investigation of any alleged error that you do not report within 120 days after the transaction posted.

8.3 Investigation and Provisional Credit. We will determine whether an error occurred within 10 business days after we hear from you and will correct any error promptly. If we need more time, we may take up to 45 days (or 90 days for new Accounts, point-of-sale, or foreign-initiated transactions) to investigate. If we do so, we will provisionally credit your Account within 10 business days (or 20 business days for new Accounts) for the amount you think is in error, so that you have use of the money during our investigation. If we ask you to put your complaint in writing and do not receive it within 10 business days, we may not provisionally credit your Account.

We will tell you the results within 3 business days after completing our investigation. If we determine that there was no error, we will send you a written explanation and may reverse any provisional credit, after which you may request copies of the documents we used in our investigation.

8.4 Liability for Unauthorized Transactions. Tell Airwallex at once if you believe your Account credentials have been compromised or an electronic fund transfer has been made without your permission. Calling promptly is the best way to limit your possible losses.

(a) If you tell us within 2 business days after you learn of the loss, theft, or compromise, you can lose no more than 50 U.S. Dollars if someone uses your Account without your permission. (b) If you do not tell us within 2 business days and we can prove we could have stopped someone from using your Account without your permission if you had told us, you could lose as much as 500 U.S. Dollars. (c) If your history shows transfers you did not make and you do not tell us within 60 days of the date we made that history available, you may not get back any money you lost after the 60 days if we can prove we could have stopped someone from taking the money had you told us in time.

If a good reason (such as a long trip or hospital stay) kept you from telling us, we will extend the time periods as reasonably necessary.

8.5 What Is Not an Unauthorized Transaction. Transactions are not considered “unauthorized” if:

(a) You, or someone you authorized, initiate them, even if that person exceeds the authority you gave; or (b) You give someone access to your Account credentials and they use your Account, unless and until you notify us that such use is no longer authorized.

9. Error Resolution and Unauthorized Transactions (Commercial Accounts)

This Section 9 applies if you are an entity and not an individual:

Client acknowledges, agrees, represents and warrants that (i) the Funding Account is a deposit account and is not established for personal, family, or household purposes; (ii) neither Bank nor Airwallex maintains an “account” for Client within the meaning of Regulation E (12 C.F.R Part 1005); (iii) Client will not submit requests for any payments made primarily for personal, family, or household purposes; and (iv) as a result of (i) – (iii), fund transfers through Airwallex USD Account are not subject to Regulation E, including the error resolution procedures required thereunder. In addition, Client acknowledges and agrees it shall not submit a payment request that would be a “remittance transfer” as defined under Regulation E.

10. Inactivity and Unclaimed Property (Escheatment)

10.1 Inactivity. If your Account remains inactive (no user-initiated transactions and no log-in activity) for a period specified in the applicable fee and limits schedule or as permitted by Applicable Law, we may charge a reasonable inactivity fee, if disclosed to you in advance and permitted by law.

10.2 Unclaimed Property. If your Account remains inactive for a period established by Applicable Law, we may be required to remit your remaining Account Balance to the applicable state as unclaimed property. Before doing so, we will attempt to contact you at the address, email, or phone number we have on file, as required by law. After remittance, you may be able to recover your funds from the applicable state authority.

11.  Changes to This Part A

We may change this Part A as permitted by Applicable Law. We will provide advance notice of material changes in the manner and within the time required by law. If a change is made for security or fraud-prevention reasons, we may implement it without prior notice. Your continued use of the Account after any change becomes effective constitutes your acceptance of the change.

PART B – FUND TRANSFER TERMS

Under the US Sponsored Program, Bank provides all regulated financial services pursuant to this Deposit and Funds Transfer Agreement; and Airwallex acts as technology service provider and program manager in connection with those services, and separately provides the Airwallex Platform and related technology, workflow, data and support services. Subject to the foregoing, if you wish to (a) establish a Global Account to receive money outside of the United States, and/or (b) disburse funds to recipients outside of the United States, you acknowledge and agree that such Global Account and services will be provisioned and administered through the Airwallex services. Bank is not responsible for the provision or administration of Global Accounts and any funds transfers occurring outside of the United States, and Bank hereby disclaims all liability for any losses resulting from the Airwallex services. 

1. General Terms

   1. Client agrees to comply with all terms of the Agreement. A breach of the Agreement by Client (including, for the avoidance of doubt, any breach by Client of a representation, warranty, or covenant to Airwallex, whether or not such provision provides that the representation, warranty, or covenant extends to or is intended to protect Bank) of an obligation that Client owes to Airwallex) shall constitute a breach of this Fund Transfer Agreement, and shall entitle Bank to pursue the remedies for breach set forth herein and permitted by Applicable Law. A statement in this Fund Transfer Agreement to the foregoing effect with respect to a specific provision of the Agreement, or the fact that a provision of the Fund Transfer Agreement imposes an obligation similar to a provision of the Agreement, shall not by implication or otherwise override the generality of the foregoing. 

   2. Client hereby makes to Bank all representations and warranties that Client makes to Airwallex  in the Agreement. Without limiting the generality of the foregoing, Client represents and warrants to Bank the following:

      1. Each time Client requests a payment through Airwallex's Services , Client represents and warrants that Client has all necessary and compliant authorizations and approvals under Applicable Law, including to originate payments to the identified Vendor, in the amount and on the date submitted, and that each payment is accurate and timely and authorization has not been revoked.

      2. Client is and shall remain in compliance with this Fund Transfer Agreement and Applicable Law and any payment requested through Airwallex's Services  complies with Applicable Law and Network Rules;

      3. No payment Client requests is to a Transferee identified on any list of sanctioned parties published by the U.S. Office of Foreign Assets Control, or would otherwise violate Applicable Law related to U.S. or foreign economic sanctions;

      4. Neither Client nor any Transferee to which Client requests payment through Airwallex's Services  is engaged in any business or activity on Airwallex ’s Prohibited Business List, as updated from time to time;

      5. Any payment made to a Transferee located outside of the United States complies with Applicable Law in the receiving country;

      6. Client will promptly notify Bank of any change in circumstances of which Client is aware that would make (or with the passage of time would make) the representations and warranties in this Fund Transfer Agreement inaccurate.

   3. Client understands and agrees that Airwallex is Bank’s service provider and program manager with respect to the Bank Services. Airwallex maintains Airwallex's Services , and Airwallex's Services   (or such other portals or methods made available by Airwallex  from time to time) shall be the primary means by which Client interfaces with Bank in connection with the Bank Services. Client understands and agrees that any information provided to Airwallex  (whether through Airwallex's Services  or otherwise) may be shared with Bank, and may be relied on by Bank.

   4. If a provision of this Fund Transfer Agreement is conditioned upon Bank’s belief or suspicion with respect to a fact or other matter (including a future matter), then such condition shall be satisfied if Airwallex  has such belief or suspicion with respect to such matter. Bank may delegate to Airwallex  the authority to exercise any discretion or make any assessment that Bank is permitted to exercise or make by the terms of this Fund Transfer Agreement or Applicable Law. 

   5. Client will use the Bank Services only to initiate transactions on its own behalf, to make payments for its own account, and shall not use the Bank Services (or allow any other person to use the Bank Services) to effect payments for or on behalf of another party, or to transfer funds for any other party. Client will use the Bank Services only for business (including direct to consumer), commercial, or agricultural purposes. 

2. Payments

(a) Bank has established the Settlement Account to receive funds from Client and other Airwallex's services clients and to effect fund transfers on behalf of Client and other Airwallex's services clients. Client understands and agrees that the Settlement Account is an omnibus account in which Bank will hold funds on behalf of other Airwallex's services  clients in addition to the Client. When funds are deposited into the Settlement Account in connection with a Transaction, Bank holds such funds as custodian for the benefit of Client, and Client is the beneficial owner of such funds. Subject to the foregoing, Client does not own or control the Settlement Account. Client is not entitled to any interest on funds maintained in the Settlement Account. Notwithstanding that, if Client has opted for a global account, Client’s ledgered Account Balance may be denominated in foreign currency, Bank holds all funds in the Settlement Account exclusively in USD.

(b) When Bank receives from Airwallex payment instructions submitted by or on behalf of Client through Airwallex's Services, Bank will originate an electronic fund transfer from the Funding Account to the Settlement Account in the amount and via the applicable payment method, specified in the payment instructions. Upon final settlement of such electronic funds transfer, Bank will originate an electronic fund transfer  in the applicable  amount  from the Settlement Account to the Transferee Account identified in the relevant payment instructions. If a Transaction involves a currency conversion, Lead will provide and perform the applicable regulated elements of the foreign exchange services, with Airwallex acting as the technology service provider in connection with those services the resultant transaction to the Transferee Account will be facilitated through the Airwallex Services, with Bank’s role being limited to the USD transfer out of the Settlement Account.

(c) If a transfer from the Funding Account to the Settlement Account is returned or reversed for any reason, then Bank may procure that Airwallex attempt to recover funds transferred to the Transferee  Account in connection with the Transaction. Client authorizes Airwallex (acting on the behalf of Bank) to pursue any mechanisms or remedies available under Network Rules or Applicable Law to recover such funds from the financial institution that holds the Transferee Account, without any further notice or authorization from Client. If Bank requests that Airwallex procure Client’s assistance to recover such funds, then Client shall provide Airwallex  with such assistance. Losses associated with an inability to recover funds shall be allocated in accordance with Applicable Law and Network Rules.  Client shall be responsible for losses to the extent caused by Client’s error, fraud, breach of this Fund Transfer Agreement, or insufficient funds in the Funding Account.  Bank shall bear losses arising from Bank’s processing errors, system failures, or failure to follow Client’s proper instructions.  Any assignment or subrogation of Client rights shall be limited to the extent necessary to effect recovery and shall be coordinated with Client to avoid undue prejudice to Client’s business relationships. 

(d) Client agrees to maintain sufficient funds in the applicable Funding Account to satisfy any payments that Client initiates (or that are initiated on Client’s behalf) through Airwallex's Services , as well as any amounts owed to Airwallex  or Bank, including for returns, reversals, fees, and expenses. Bank reserves the right to reject any payment Client requests for which sufficient funds are not available in the Funding Account. 

(e) Client may request to make a payment to a Transferee by check. To request a check payment, Client must log on to Airwallex’s Services and enter the details for the Transferee. Checks will be delivered by post to the Transferee. Funds will be deducted from Client’s Account Balance once the check is issued. Any obligation Client wishes to pay by check must be payable in U.S. dollars to a Transferee located in the United States.

3. Authorization and Settlement. 

(a) Bank is entitled to rely on any payment request and associated information Client communicates to Airwallex via Airwallex's Services or otherwise according to requirements or methods Airwallex  provides to Client. By submitting a payment request or information through Airwallex's Services, Client authorizes Bank to initiate electronic fund transfers in accordance with the payment information provided in connection with the request (including electronic fund transfers from the Funding Account to the Settlement Account).

(b) Client shall provide any information about a Transferee  reasonably requested by Airwallex.or Bank in connection with: (i) protecting against or preventing actual or potential fraud, unauthorized transactions, claims, sanctions violations, or other liabilities; (ii) resolving Transferee or Client disputes or inquires; (iii) responding to requests from Bank, a payment network, or Governmental Authorities; or (iv) facilitating Bank’s compliance with Applicable Law. 

(c) If Client appoints Authorized Users to access Airwallex's Services, Client shall comply with all policies, procedures, and requirements for Authorized Users established by Airwallex. Client shall be responsible to Bank for any actions taken by Authorized Users. 

4. Rejected and Erroneous Transactions.

(a) Bank may, in its reasonable discretion, and in good faith, suspend processing of, reject, or refuse to process any payment request for any reason, including if Client is not in material compliance with this Fund Transfer Agreement or if Bank suspects that the payment request (or an electronic funds transfer to be initiated pursuant to the payment request): (i) does not comply with this Fund Transfer Agreement, Applicable Law, or Airwallex or Bank’s policies and procedures, including any formatting or technical requirements; (ii) may be fraudulent or unauthorized; (iii) exceeds or will exceed after settlement of all outstanding transactions any applicable transaction limit or available funds for Client; or (iv) is likely to be returned or reversed, or could expose Airwallex  or Bank to risk of loss. Neither Airwallex nor Bank shall have any liability to Client for suspending or rejecting any payment request.

(b) Bank shall not have any obligation to discover and shall not be liable to Client for errors made by Client, including: (i) errors made in identifying a Transferee, including Transferee Account, an intermediary, or a Transferee’s bank; (ii) errors in the amount of a payment; (iii) errors related to the date on which settlement occurs; or (iv) duplicate payment requests issued by Client, provided that Bank shall use commercially reasonable efforts to cancel, amend or reverse a misdirected payment in the case of any such error. Client shall not have the right to cancel, amend, or reverse a payment after Client initiates a payment through Airwallex's Services. The fact that Airwallex or Bank is able to successfully cancel, amend, or reverse a payment shall not create an implied representation, warranty, or covenant that Airwallex or Bank will successfully act on future requests by the Client to cancel, amend, or reverse a payment. Client shall be responsible for correcting any payment request and accompanying information rejected by Airwallex or Bank prior to resubmission.

(c) Client agrees that if the Transferee Account information contains a Transferee name that does not match the name of the accountholder for the account number in the books and records of the Transferee’s financial institution, then the Transferee’s financial institution may credit the account identified in the Transferee Account information on the basis of the account number only. Client shall not be entitled to any refund of funds, and Bank shall not be liable for any losses, associated with a transaction credited by the RDFI to the account with the account number identified in the Transferee Account information, even if such account is not owned by the intended recipient.

5. Indemnification. 

Client will defend, indemnify, and hold Bank (and all respective directors, officers, employees, agents, affiliates, and permitted assigns) harmless from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, fines, penalties, costs and expenses (including attorneys’ fees), arising from or in connection with: (i) Client’s breach of any representation, warranty, or covenant set forth in the Agreement or the Fund Transfer Agreement; (ii) Client’s failure to comply with Applicable Law or Network Rules; (iii) Client’s failure to maintain a sufficient balance in the applicable Funding Account to cover Client’s obligations under this Agreement; (iv) Bank processing payments, transferring funds, or otherwise executing transactions in accordance with Client instructions; (v) Client’s contracts, payments to, or relationship with a Transferee; (vi) Client’s fraud, gross negligence or willful misconduct; (vii) the acts or omissions of Client’s service providers, if any; or (viii) or the acts or omissions of the Client that cause Bank to fail to comply with Applicable Law. Client shall reimburse, indemnify, and hold harmless Bank for any expenses that Bank may incur as the result of the issuance of duplicate payment instructions by Client or in effecting Client’s request for the cancellation or amendment of a payment. 

6. Suspension and Termination. 

(a) Immediately upon Airwallex’s suspension or termination of the Agreement or Client’s use of Airwallex's Services, Bank’s obligations to provide the Bank Services shall suspend or terminate, as applicable. Bank shall not have any independent obligation to provide notice to Client of such suspension or termination, and Airwallex’s notice to Client of suspension or termination of the Agreement or Client’s use of Airwallex's Services  shall be sufficient to provide notice to Client that the Bank Services have been suspended or terminated (for the avoidance of doubt, even if such notice from Airwallex  does not specifically mention or reference the Bank Services).

(b) Bank may immediately suspend or terminate this Fund Transfer Agreement or Client’s use of Airwallex's Services: (i) upon Client’s termination of the Agreement; (ii) for Client’s failure to comply with the Agreement, this Fund Transfer Agreement, or Applicable Law, including Client’s failure to maintain sufficient funds in its Funding Account or applicable reserve account; (iii) if such suspension, restriction, or termination is necessary to enable Bank to comply with this Fund Transfer Agreement or Applicable Law; (iv) if Bank reasonably suspects that Client is likely to violate, or is in violation of, Applicable Law or Network Rules, or otherwise poses material risk to Airwallex, its Bank or a third party, including, if Airwallex reasonably suspects fraud, risk, or unusual activity; (v) if Airwallex  requires such suspension, restriction, or termination; (vi) Bank is ordered or requested to do so by a Governmental Authority; or (vii) Bank’s relationship with Airwallex  terminates.

(c) Either Party may terminate this Agreement on ten (10) Business Days’ notice.

(d) Any obligation of either Party incurred prior to termination shall survive termination. Bank may delay or restrict the withdrawal or transfer of Client’s funds for up to 150 days following termination of this Fund Transfer Agreement or Client’s use of Airwallex’s Services, or for such longer period as is reasonably necessary for Bank or Airwallex to comply with its legal or regulatory obligations.

7. Notice

Notice must be in writing and will be deemed given only when sent by first class mail major commercial rapid delivery courier service, or email to the party to whom the notice is directed as follows: 

(a) To Bank: By delivery to Airwallex in accordance with the requirements for providing notice to Airwallex under the terms of the Agreement. Any notice to Bank that is delivered to Airwallex must clearly indicate that it is intended to be delivered to Bank. 

(b) To Client: At the contact email address provided by Client in connection with applying for Airwallex's Services.

8. Records. 

Any obligation of Bank to provide or make available to Client information regarding the Bank Services may be satisfied by the provision of such information by Airwallex via the Airwallex Portal, or in another manner as agreed to by Airwallex and Client. Client shall provide notice to Bank of any improper or erroneous payment or other discrepancy within thirty (30) days of the time that information regarding a Transaction is made available to Client, and shall provide such notice to Bank by providing notice to Airwallex in accordance with Section 9 of the Agreement. If Client notifies Bank of an erroneous payment or other discrepancy after such timeframe, Bank may, at its discretion, investigate whether any adjustments are appropriate or whether any amounts may be due to Client. However, Bank shall not be obligated to perform such investigation and Client shall be prohibited from bringing any claim against Bank with respect to the transaction.

9. Security Program. 

Client shall establish and maintain a security program that includes administrative, technical, and physical safeguards that: (i) protect the security, confidentiality, and integrity of all confidential information it maintains in connection with transactions through Airwallex's Services; (ii) protect against any threats or hazards to the security or integrity of confidential information; (iii) protect against unauthorized access to or use of confidential information; (iv) ensure the proper disposal of confidential information; (v) are appropriate to the risks associated with Client’s use of Airwallex's Services ; and (vi) meet or exceed requirements under Applicable Law and Network Rules.

10. Service Providers. 

Client may use certain services provided by Airwallex  or a third party to assist Client in meeting its obligations relating to verification of accounts and identification of end users, fraud screening, or other requirements of this Agreement and Applicable Law. Client acknowledges that Client remains solely responsible for compliance with all such requirements, regardless of Client’s usage of any services provided by Airwallex  or a third party. 

11. Arbitration. 

(a) In the event of a dispute arising under or relating to this Agreement (“Dispute”), either Party may elect to finally and exclusively resolve the Dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other Party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All Disputes will be resolved before a neutral arbitrator selected jointly by the Parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com.

(b) Each Party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in San Francisco, California. The Parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The Parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in this Agreement will prevent Airwallex  from seeking injunctive relief in any court of competent jurisdiction as necessary to protect Airwallex ’s proprietary interests.

(c) CLASS ACTION WAIVER. Client agrees that any arbitration or proceeding shall be limited to the Dispute between Bank and Client individually. To the full extent permitted by law: (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. CLIENT AGREES THAT CLIENT MAY BRING CLAIMS AGAINST Airwallex  ONLY IN CLIENT’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

(d) SEVERABILITY OF ARBITRATION SECTION. Except as provided herein, if any part or parts of this Arbitration section are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of this Arbitration section shall continue in full force and effect.

(e) SURVIVAL OF ARBITRATION SECTION. This Arbitration section will survive the termination of Client’s relationship with Airwallex.