Erebor Commercial Deposit Account Agreement

This Commercial Deposit Account Agreement (this “Agreement”) governs your commercial deposit account (“Account”) with Erebor Bank, NA (“Bank,” “we,” “us,” or “our”).

IMPORTANT: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS OF ACCOUNT OPENING AS PROVIDED IN THE ARBITRATION PROVISION, WHICH IS SET FORTH AT THE END OF THIS AGREEMENT.

About this Agreement

This Agreement, together with the Signature Card, Fee Schedule, Disclosure of Interest, Fees, and Account Terms, Funds Availability Disclosure, and any other documents we provide, forms the complete agreement between you and us regarding your Account.

This Agreement applies to your Account regardless of how you access or use it, including in a physical location, by phone, through the internet (such as our website, mobile app, third party integrations, application program interfaces (APIs), and similar channels the bank makes available now or in the future), through text messages, email, or through links from another website using a computer, mobile device, or other device.

We may change the terms of this Agreement, including fees and features of your Account, or add new terms from time to time, unless prohibited by applicable law. We will provide you with notice of any changes as required by applicable law, which may be provided electronically or by other legally permitted means. Some changes may become effective immediately.

If applicable law gives you the right to reject or opt out of a change, we will inform you of that right in the notice we provide to you. If you do not agree to a change, you must close your Account before the effective date of the change. If you continue to use or maintain your Account after the effective date of a change, you will be considered to have accepted the change.

Your Account may include features or functionality provided directly by us or by third-party service providers. Certain features may be subject to additional disclosures, terms, or eligibility requirements presented to you when you enroll in or use those features. If there is a conflict between this Agreement and another agreement that specifically governs a particular Account, product, or service, this Agreement will control to the extent of the conflict, unless otherwise stated.

Definitions

The following terms have the meanings set forth below when used in this Agreement:

“Access Credentials” means, as applicable, your Account numbers, identifiers, usernames, passwords, PINs, authentication codes, biometric identifiers, one-time passcodes, debit card numbers, cryptographic keys, API credentials, tokens, devices, and any other information used to access your Account.

“Account” means the Erebor Bank NA commercial deposit account governed by this Agreement.

“Account Holder” means each entity who holds present rights to an Account.

“Agreement” means these Commercial Deposit Account Terms and Conditions, as amended from time to time.

“Authorized Person” means you and any individual you designate, in a manner acceptable to the Bank, to access the Account and initiate any Transactions on your behalf, subject to any limitations the Bank elects to recognize.

“Available Balance” means the balance in your Account that is available for Transactions, which may differ from your Ledger Balance due to pending Transactions, holds, or other adjustments.

“Business Day” means Monday through Friday, excluding U.S. federal holidays.

“Communication” means any message or notice delivered through a channel permitted by this Agreement, including email, text, phone, push notification, in-app message, secure message, or postal mail.

“Day” means a calendar day.

“Deposit Placement Service” means the deposit placement service that enables you to maximize FDIC insurance by placing your Account deposits with various financial institutions.

“Destination Institution” means each FDIC-insured bank in (i) the IntraFi network identified at https://www.intrafi.com/network-banks and (ii) any other Deposit Placement Service network that we make available to you, as disclosed to you in writing.

“Fee Schedule” means the schedule of fees applicable to your Account, incorporated by reference.

“Incoming Stablecoin Conversion” means the process governed by the Stablecoin Non-Fiduciary Custodial Agreement in which ownership of stablecoins from your Stablecoin Custody Account are transferred to the Bank and U.S. dollars are credited to your Account.

“Insurance Limit” means FDIC insurance coverage of up to the applicable limit, as adjusted pursuant to 12 USC § 1821, or any other applicable federal law, for all deposits held in the same insurable capacity.

“Ledger Balance” means the balance reflecting Transactions that have posted to your Account, not including pending Transactions.

“Outgoing Stablecoin Conversion” means the process governed by the Stablecoin Non-Fiduciary Custodial Agreement in which U.S. dollars are debited from your Account and stablecoins are transmitted by the Bank to a blockchain address that you specify.

“RAIL Payment” means a debit and transfer of funds from your Account to a receiving RAIL Service user’s account at the Bank, or a credit of funds to your Account from a sending RAIL Service user’s account at the Bank.

“RAIL Payment Instruction” means an instruction to initiate a Rail Payment.

“RAIL™ Service” means an optional account-to-account transfer service that enables you to make RAIL Payments.

“Security Procedure” means any procedure, control, method, credential, technology, or process established, offered, selected, or used to verify the authenticity of an instruction, Transaction, communication, user, device, or person, or to detect errors in transmission or content.

“Signature Card” means a record that identifies the ownership of the Account and other information about the Account relationship.

“Stablecoin Conversion” means an Incoming Stablecoin Conversion and/or an Outgoing Stablecoin Conversion.

“Stablecoin Custody Account” means any custody account established and maintained by the Bank for your benefit under a Stablecoin Non-Fiduciary Custodial Agreement.

“Transaction” means any deposit or withdrawal from the Account, including any Stablecoin Conversion or other transfer, conversion, or action subject to the Stablecoin Custody Account.

“You,” “your,” and “yours” mean each Account Holder.

Contacting Us

If you have questions about your Account, need assistance, wish to report suspected fraud or unauthorized activity, or want to request accommodations, you may contact us using the methods below:

Phone: +1 614-233-1797

Email: support@erebor.bank

Mailing Address: Erebor Bank, NA, 500 Neil Avenue, Suite 140, Columbus, OH 43215

For purposes of this Agreement, whenever we instruct you to “contact us,” “notify us,” or use similar language, it refers to the contact methods listed in this section, unless we expressly specify a different method.

We may also contact you regarding your Account, security matters, or for other operational purposes using the communication methods described in this Agreement, including telephone calls, text messages, push notifications, in-app messages, or email.

Security Reminder. To help protect you from fraud and phishing attempts:

• We will never contact you and ask you to provide your debit card PIN (if applicable), one-time passcode, wallet seed phrases, private keys, recovery codes, EIN, or Access Credentials through an unsolicited call, text message, email or social media message. If you receive a request for this information or any other sensitive information (including your contact information, account numbers, authentication information, or tax identification numbers), do not respond, click links or open attachments.

• If you receive a communication that appears suspicious or requests sensitive information in an unexpected manner, please contact us directly using the contact information above.

We may require you to verify your identity before discussing or acting on your request. Communications sent through unsecured channels, such as standard email or text messaging, may not be confidential and should not include sensitive information unless specifically requested by us through secure methods.

If you believe your Access Credentials have been lost, stolen, or compromised, or that unauthorized activity has occurred, please contact us immediately using the methods above.

Account Opening

Important Information About Procedures for Opening a New Account

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and maintain information that identifies each person who opens an account.

What this means for you: When you open an account, we will ask for your name, address, EIN (or social security number for sole proprietors), and other information that allows us to identify you, the Account Holder’s beneficial owners, and any Authorized Persons. We may also ask you to upload, transmit, or otherwise provide images or information to verify the Account Holder’s business existence, or provide images or information from the driver’s license or other identifying documents of the Account Holder’s beneficial owners and Authorized Persons, electronically or by another method we specify. We may use this information to verify the Account Holder’s or Authorized Person’s identity, to maintain accurate records, and to comply with applicable laws and regulations. You must have a physical street address. Post office box addresses are not permitted. We may ask our established customers, including their beneficial owners and Authorized Persons, for identification and we will use this information to update our files. When you provide information to identify you, the Account Holder’s beneficial owners, and any Authorized Persons, you certify that, to the best of your knowledge, the information is complete and accurate.

Who May Open and Maintain an Account

The Bank may permit an Account to be opened by a corporation, limited liability company, partnership, sole proprietorship, nonprofit organization, governmental entity, business trust, or another entity or organization acceptable to the Bank. The Bank may determine eligibility, require additional documentation, and decline any customer, organizational form, industry, or business activity in its sole discretion. Your Account is a commercial account and must be used solely for business and commercial purposes. You represent and warrant when you open the Account and each time you initiate, authorize, receive, or permit a Transaction that the Account and the Transaction are being used solely for business or commercial purposes and not for any personal, family, or household purpose. This representation is continuing and applies throughout the Account relationship.

If you use the Account for personal, family, or household purposes or otherwise fail to comply with this Agreement, we may limit access to the Account or close it. Any personal, family, or household use of the Account is unauthorized, constitutes a material breach of this Agreement, and does not increase or expand the Bank’s obligations. To the fullest extent permitted by law, you are responsible for all claims, losses, liabilities, penalties, costs, and expenses arising from prohibited use, including claims asserted by an owner, employee, Authorized Person, payee, or other individual alleging rights applicable to a consumer account.

Organizational Representations and Warranties

You represent, warrant, and covenant, as of the date the Account is opened and continuously thereafter, that: (i) you are duly organized or formed, validly existing, and, where applicable, in good standing under the laws of your jurisdiction of organization or formation; (ii) you have full legal right, power, and authority to enter into this Agreement, open and maintain the Account, use the services associated with the Account, and perform your obligations under this Agreement; (iii) all actions necessary to authorize the opening, maintenance, and use of the Account and the execution, delivery, and performance of this Agreement have been duly taken; (iv) you possess and will maintain all licenses, registrations, permits, consents, approvals, and other authorizations required to conduct your business and use the Account; (v) entering into and performing under this Agreement, and opening and using the Account, do not and will not violate your organizational or governing documents, any applicable law, or any agreement, order, judgment, or restriction binding on you; (vi) all information and documentation provided to us concerning you, your business, your ownership, your Authorized Persons, and your anticipated use of the Account are and will remain complete, accurate, and not misleading; (vii) you are not subject to any bankruptcy, insolvency, dissolution, liquidation, receivership, reorganization, assignment for the benefit of creditors, or similar proceeding that has not been disclosed to and accepted by us in writing; and (viii) you will use the Account and all related services solely in the ordinary course of your lawful business and in accordance with this Agreement and applicable law. You agree to notify us promptly of any event or change that makes any representation, warranty, or covenant in this section inaccurate or incomplete. Each representation, warranty, and covenant in this section is continuing and will be deemed repeated each time you access the Account, initiate or authorize a Transaction, or use any service associated with the Account.

Notice of Organizational and Business Changes

You must notify us in writing before any anticipated change, or immediately after any unanticipated change, concerning: (i) your legal name; (ii) your form, jurisdiction, or type of organization, including any conversion, domestication, reorganization, or similar transaction; (iii) any merger, consolidation, dissolution, liquidation, or sale of all or substantially all of your assets; (iv) any direct or indirect change of control; (v) any material change in your beneficial ownership; (vi) your principal place of business, headquarters, or primary business address; (vii) your tax classification, taxpayer identification number, or tax status; (viii) the nature, scope, or location of your business or any material business activity; (ix) the suspension, revocation, expiration, surrender, or loss of any material license, registration, permit, approval, or other authorization; (x) any bankruptcy, insolvency, receivership, assignment for the benefit of creditors, reorganization, or similar proceeding involving you; or (xi) any material change in the type, volume, frequency, amount, geographic origin or destination, counterparties, or other characteristics of Transactions conducted or expected to be conducted through the Account. You must provide any supporting documents or information we request regarding the change. No notice, change, revocation, or updated information will be effective against us until we have actually received it in a form acceptable to us and have had a reasonable opportunity to review, verify, and process it. We may restrict, suspend, or close the Account or any related service pending our review of any such change. Your obligations under this paragraph are in addition to other information-update obligations in this Agreement.

Minimum Opening Balance and Fees

Minimum opening balance requirements and applicable fees are described in the separate Fee Schedule, which is incorporated into this Agreement by reference.

Conditional Account Opening; Restrictions; Suspension and Closure

We may open your Account on a conditional basis while we complete our review of your Account application, verify your identity, obtain required documentation, or complete compliance, fraud, or risk reviews. While your Account is in a conditional status, we may limit, restrict, or refuse Transactions, including deposits, withdrawals, and transfers, and we may place holds on funds in your Account.

You agree to promptly provide any information or documentation that we request in connection with your Account, including information needed to verify your identity, confirm the source of funds, verify ownership, or comply with applicable law.

If you do not provide the information we request within the timeframe we specify, if we are unable to verify your identity or information to our satisfaction, or if we reasonably believe that your Account involves suspicious, fraudulent, unlawful, or unauthorized activity, we may, at any time and without prior notice, restrict, suspend, or close your Account, refuse any Transaction, or return funds to the source from which they were received, to the extent permitted by law.

We will not be liable for any losses, damages, costs, or inconvenience resulting from any restriction, hold, suspension, refusal of a Transaction, or closure of your Account under this section.

General Account Information

Account Ownership

When you open an Account, you will agree to a Signature Card.

You may open and maintain one or more Accounts under a single Signature Card. Your deposit account relationship will remain in effect until all Accounts and services associated with the Signature Card have been closed or discontinued and no additional Accounts or services are opened under the Signature Card.

All Accounts opened under a Signature Card must have the same ownership. A separate Signature Card must be completed for Accounts with different ownership.

Any beneficiary or non-owner signer designation made on the Signature Card, or any amendment to it, will apply to all Accounts opened under that Signature Card unless we agree otherwise. We may require you to complete a separate Signature Card to establish different beneficiary or signer designations for different Accounts. We may determine the types of Accounts we offer from time to time, and not all Account types may be eligible, for beneficiary or non-owner signer designations.

Fiduciaries

Accounts may be opened or maintained by a person acting in a fiduciary capacity, including a trustee, agent, or other fiduciary. We are not responsible for the actions of any fiduciary, including any misuse of funds. We are not acting as a trustee or fiduciary for your Account and we do not undertake any obligation to monitor, enforce, or ensure compliance with the terms of any trust, court order, or other fiduciary arrangement. We may rely on the authority of any person identified as a fiduciary in our records until we receive written notice of a change in authority and have had a reasonable opportunity to act on that notice.

Compliance with Applicable Law and Prohibited Transactions

You agree to use your Account and any related services only for lawful purposes and in compliance with all applicable federal, state, and international laws and regulations. Your Account and any related online, mobile, or digital banking services may be subject to United States export control, economic sanctions, anti-money laundering, and other laws and regulations. You agree that you will not access, use, transfer, or allow access to your Account or any related services in violation of applicable law, including U.S. export control laws, economic sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), and other applicable legal requirements.

Certain U.S. sanctions programs impose obligations beyond comprehensive embargoes, including sectoral and targeted measures that may apply to Transactions with a nexus to sanctioned countries, individuals, or entities regardless of your nationality or residence. You agree not to use your Account to conduct or facilitate any Transaction that could expose us, our affiliates, correspondents, or service providers to secondary sanctions liability under applicable U.S. law.

You represent and warrant that you are not located or organized in any country or territory subject to comprehensive U.S. sanctions, and that you are not identified on any government restricted or prohibited party list. You also agree that you will not use your Account to conduct or facilitate any Transaction that is illegal, fraudulent, or prohibited by applicable law.

You represent and warrant that you do not engage in an internet gambling business within the meaning of Federal Reserve Regulation GG. Restricted transactions as defined in Federal Reserve Regulation GG are prohibited from being processed through your Account or banking relationship. Restricted transactions generally include Transactions in which a person is knowingly accepting credit, electronic fund transfers, checks, or other payment instruments in connection with another person’s participation in unlawful Internet gambling.

We may block, refuse, delay, suspend, or reverse any Transaction, or restrict, suspend, or close your Account, if we believe a Transaction or activity may violate applicable law, this Agreement, or our policies. We may also request information from you regarding the source, purpose, or parties to a Transaction to comply with applicable law. We will not be liable for any losses resulting from actions we take in good faith to comply with applicable law or this section.

We reserve the right to monitor your Account activity and periodically review your Account and related documentation to ensure continued compliance with applicable law and this Agreement. We may request updated identification or information regarding the source of your funds, the purpose of your Account, or the nature of your Transactions. Your cooperation is a condition of maintaining your Account, and failure to respond within a reasonable time may result in Transaction delays and Account restrictions or closure.

Authorized Persons, Access Credentials, and Account Security

Authorized Persons

The Bank may rely on actual authority, apparent authority, course of dealing, resolutions, certificates, credentials, account-access records, and any other circumstances that reasonably indicate authority. You may designate one or more Authorized Persons to act on your behalf with respect to the Account. Each Authorized Person is authorized to access the Account, initiate Transactions, and take any action permitted under this Agreement, subject to any limitations that the Bank elects to recognize.

You are responsible for identifying each Authorized Person in a manner acceptable to the Bank and for providing any information, documentation, certifications, or credentials that the Bank requires in connection with such designation. The Bank may rely on any designation, authorization, or other information it reasonably believes to be genuine and properly authorized. An Authorized Person designated as an administrator may appoint, remove, and establish permissions for additional users. You are responsible for all appointments, permissions, and acts of those users.

Unless the Bank expressly agrees in writing, the Bank is not required to recognize or implement any limitations, restrictions, or conditions that you place on an Authorized Person’s authority. The Bank may treat each Authorized Person as having full authority to act on your behalf with respect to the Account. You are responsible for the acts, omissions, errors, fraud, negligence, misconduct, and violations of applicable law or this Agreement by your Authorized Persons.

Changes to Authorized Persons

You may add, remove, or modify Authorized Persons only in accordance with the Bank’s requirements and procedures. Any such change will be effective only after the Bank has received and processed the change to its satisfaction. Until the Bank has had a reasonable opportunity to act on a notice of change, the Bank may continue to rely on its existing records regarding Authorized Persons and will not be liable for acting on Transactions or other communications from a person previously designated as an Authorized Person. The Bank may, in its sole discretion, require re-verification, re-authentication, or re-authorization of any Authorized Person at any time. Each resolution, incumbency certificate, authorization, user designation, and similar record is continuing and remains effective until the Bank receives and has a reasonable opportunity to process a conforming written revocation.

Access Credentials and Security

Access to the Account may require the use of Access Credentials. You are solely responsible for:

• Safeguarding all Access Credentials and ensuring that they are kept secure and confidential;

• Restricting access to Access Credentials to Authorized Persons only;

• Implementing appropriate controls, security measures, and monitoring practices;

• Maintaining the security and integrity of your systems, devices, networks, and communication channels used in connection with the Account; and

• Ensuring that each Authorized Person complies with this Agreement.

You must not share Access Credentials with any unauthorized person or permit any unauthorized use of the Account. The Bank is not responsible for your controls, authorization processes, approval workflows, segregation of duties, or any other security arrangements.

Notice of Compromise or Unauthorized Activity

You must notify the Bank promptly if you know or suspect that: (i) any Access Credential has been lost, stolen, compromised, or misused; (ii) any Authorized Person’s authority is no longer valid or should be revoked; (iii) any unauthorized person has accessed or attempted to access the Account; or (iv) any unauthorized Transaction or suspicious activity has occurred or may occur. Your notice must be provided through the methods designated by the Bank for security-related communications. You agree to cooperate with the Bank in investigating any such matter and to take any actions reasonably requested by the Bank to mitigate risk.

Bank Verification Rights

The Bank may, but is not obligated to, verify the identity or authority of any person accessing the Account or attempting to initiate Transactions. The Bank may use any authentication, verification, or validation methods it determines appropriate. The Bank may, in its sole discretion and without liability to the fullest extent permitted by applicable law: require additional authentication, verification, or documentation; refuse, delay, or condition access to the Account; restrict, suspend, or terminate access by any Authorized Person; require re-verification or replacement of any Authorized Person; or take any other action the Bank determines is appropriate to protect the Account or the Bank. The Bank is not required to follow any particular verification procedure or to detect or prevent unauthorized access, except as expressly required by applicable law.

Periodic Reverification

The Bank may require periodic re-verification of your identity, any Authorized Person, or any Access Credential, and may require updates to Access Credentials or authentication methods, from time to time. Failure to comply with any such requirement may result in restriction, suspension, or termination of access to the Account.

Commercial Reasonableness

You acknowledge that the Security Procedures offered and made available by the Bank are commercially reasonable in light of your circumstances, including the anticipated size, type, frequency, and volume of Transactions. You have had an opportunity to review the available Security Procedures and have selected the procedures applicable to your Account. If you decline, disable, modify, or fail to use a Security Procedure offered by the Bank, including dual approval, transaction limits, callback verification, debit blocks, beneficiary controls, device restrictions, multifactor authentication, or out-of-band confirmation, you acknowledge that the procedure was offered and agree to assume the risk of losses that the procedure might have prevented, to the fullest extent permitted by law.

Communications

Methods of Communication

You agree that we may communicate with you regarding your Accounts, Transactions, security matters, fraud prevention, servicing, collections, this Agreement, or your overall relationship with us through any communication channel permitted by applicable law, including email, telephone calls, text messages (SMS or similar messaging), push notifications, in-app messages, website or mobile application notices, secure messages within our online or mobile banking services, postal mail, or any other electronic or digital communication method that we make available now or in the future (collectively, “Communications”).

Communications may include operational messages, account notices, Transaction confirmations, fraud alerts, security notifications, servicing messages, collection communications, disclosures, legal notices, and other information relating to your Accounts or your relationship with us.

We may send Communications to any postal address, email address, telephone number, or other contact information that you provide or have provided to us, or that we obtain from other lawful sources. You agree that anyone with access to your email account, telephone, mobile device, or other communication method may listen to, read, intercept, or access Communications that we send to you, you accept this risk, and you acknowledge that you are responsible for limiting access to your communication methods.

Communications from us are provided in English. Any translations we may provide are for convenience only, and the English version will control.

Consent to Telephone Calls, Text Messages, and Automated Communications

To the extent permitted by applicable law, you agree that we and our service providers may contact you at any time regarding your Accounts or your relationship with us using any contact information you provide or have provided to us, including by: (i) telephone call; (ii) prerecorded or artificial voice message; (iii) text message; (iv) push notification; (v) automatic telephone dialing system; or (vi) other automated technology.

These Communications may relate to account servicing, fraud prevention, identity verification, security, account collections, or any other aspect of your relationship with us. Standard message, data, or carrier charges may apply, and you are responsible for any such charges. We are not liable for any charges you incur as a result of Communications we send to you.

You agree to notify us immediately if your telephone number, email address, or other contact information is compromised or changes, or if you are no longer the subscriber or usual user of a telephone number you have provided to us.

Alerts and Notifications

We may, but are not required to, send you alerts or notifications about your Account, including fraud alerts, security alerts, and Transaction alerts (“Alerts”). Alerts may be sent by email, text message, push notification, in-app message, or other electronic means.

You acknowledge that Alerts may be delayed, not delivered, or delivered to the wrong person due to circumstances beyond our control. Alerts are provided as a convenience only and do not replace your responsibility to monitor your Account and promptly review your statements and Transaction history.

To the extent permitted by applicable law, we are not responsible for any losses arising from delayed, intercepted, misdirected, or undelivered Alerts.

Electronic Communications and Notices

You agree that we may provide notices, disclosures, and other Communications to you electronically. Electronic Communications may be provided by email, posting within online or mobile banking, in-app message, website notice, or other electronic means.

Any written or electronic notice or Communication from us will be considered received by you and effective:

• When made available to you through online banking or our mobile application;

• When sent to your email address or telephone number on file with us; or

• If sent by mail, when mailed to your address on file with us.

Communications From You

You may contact us in accordance with the Contacting Us section of this Agreement. Unless required by law or we agree otherwise in writing, we are not required to act on instructions you provide to us by email, fax, voicemail, text message, or telephone call unless the communication is sent through a communication channel that we have specifically designated for that purpose.

We may rely on any instruction or communication we reasonably believe is from you.

Monitoring and Recording Communications

Except where prohibited by applicable law, we and our service providers may monitor, record, retain, and reproduce your telephone calls and other Communications with us for security, fraud prevention, quality assurance, training, recordkeeping purposes, and any other purpose not prohibited by applicable law. You consent to such monitoring and recording.

No Liability for Communications

To the extent permitted by applicable law, we are not liable for any losses, damages, costs, or expenses arising from: (i) delayed, intercepted, misdirected, or undelivered Communications; (ii) your failure to receive, access, or review Communications; (iii) your failure to maintain current and accurate contact information with us; or (iv) unauthorized access to Communications sent to the contact information you provided to us. Communications will be considered delivered and received as described in this Agreement, even if you do not actually receive or review the Communication for any reason not caused by our gross negligence or willful misconduct.

Deposits

All deposits are provisional until we receive final payment and collection is final. We may reverse any provisional credit for Transactions that are returned, unpaid, or that we determine were credited in error, in our judgment. We may also charge back any item that was initially paid but is later returned due to an encoding error, fraud, duplicate presentment, or other problem.

We may, but are not required to, accept deposits made by electronic transfer. We do not accept deposits made by cash, check, or other paper instruments unless we expressly agree otherwise.

We will treat Transactions received on a day we are not open for business as if they were received on the next Business Day. However, certain electronic payment services operate continuously, including weekends and holidays, and Transactions through those services may post to your Account and affect your Available Balance at any time.

You agree that we may reverse or adjust any credit we make to your Account if the credit was made in error, was unauthorized, or if we are required to return the funds under applicable law or payment system rules, including ACH or wire transfer rules.

If you have a Stablecoin Custody Account, Incoming Stablecoin Conversions are subject to the Stablecoin Non-Fiduciary Custodial Agreement. Stablecoins are not deposits and are not FDIC-insured.

Withdrawals and Payments

Authorization

Unless otherwise indicated in your Account records, the Account Holder and any Authorized Persons may withdraw funds, transfer funds, initiate electronic payments, or otherwise access and manage the Account in accordance with this Agreement. We may act on the instructions of any Account Holder or Authorized Person without liability to you.

We may refuse any withdrawal or transfer request that we believe may be fraudulent, unauthorized, suspicious, or that may violate applicable law.

We do not issue checks, accept paper items, or handle cash or in-person withdrawals.

Available Balance and Sufficient Funds

You may only withdraw or transfer funds that are available in your Account. We may determine whether your Account has sufficient funds to pay a Transaction based on your Available Balance and not your Ledger Balance. Your Available Balance may differ from your Ledger Balance because it reflects pending Transactions, authorized Transactions that have not yet settled, holds, and adjustments that have not yet posted. We may determine your Available Balance at any time between the time a Transaction is authorized or presented for payment and the time the Transaction is paid or returned.

You are responsible for ensuring that your Available Balance is sufficient to cover Transactions at the time a Transaction is presented for payment, not when you initiate the Transaction. Because of the way Transactions are processed, your Available Balance may be reduced by Transactions that have been authorized but not yet posted, deposits that are subject to holds, or other pending Transactions.

Your Ledger Balance reflects only Transactions that have posted to your Account. The balance shown on your periodic statement is the Ledger Balance as of the statement date. See the Available Balance and Sufficient Funds section for additional terms.

Notice of Withdrawal

We reserve the right to require at least seven (7) days’ written notice before permitting a withdrawal from an interest-bearing account, a savings account as defined by Regulation D, or any other non-demand deposit account. Although we are required by law to reserve this right, we do not generally enforce it.

Withdrawals from a time deposit or certificate of deposit before maturity may be restricted and may be subject to an early withdrawal penalty as described in the applicable account disclosure.

Payment Methods

You may access funds from your Account through the following methods, if available: electronic payments through our online or mobile banking services; ACH transfers; internal transfers between your accounts with us; outgoing domestic wire transfers; and Stablecoin Conversions (if applicable). Different payment methods use different processing systems and may be processed and posted at different times, including outside of Business Days.

Insufficient Funds

We generally do not authorize or pay Transactions that would overdraw your Available Balance. If there are not sufficient available funds in your Account to cover a Transaction at the time it is presented for payment, we will generally decline the Transaction or return it unpaid. This applies to all Transaction types, including ACH payments, wire transfers, internal transfers, Stablecoin Conversions, bill payments, and other electronic Transactions.

We do not charge overdraft or non-sufficient funds (NSF) fees. However, if your Account has a negative balance for any reason, including due to a returned deposit, adjustment, error correction, or other Transaction, you agree to promptly restore your Account to a positive balance. We may apply any deposits or credits to your Account to cover a negative balance or any amounts you owe us.

You are responsible for ensuring that your Available Balance is sufficient to cover Transactions when they are presented for payment.

Returned Transactions and Re-Presentment

If a Transaction is declined or returned unpaid due to insufficient funds, the merchant or other payee may resubmit the Transaction for payment one or more times. We do not control the number of times a Transaction is resubmitted or the method by which it is resubmitted. A Transaction may be resubmitted in the same or a different amount, or as multiple Transactions.

Each time a Transaction is presented for payment, we may determine whether your Account has sufficient available funds and may decline or return the Transaction if there are not sufficient funds at that time.

If a Transaction is declined or returned unpaid, you may be charged fees or penalties by the merchant or other third party. You remain responsible for resolving any unpaid Transaction directly with the merchant or payee.

Payment Instructions; Finality

You are responsible for providing accurate payment instructions, including the correct account number, routing number, wallet address, or other identifying information. We may rely on the payment instructions you provide, and that we receive, even if the name provided in the instructions differs from the name on your Account. You agree that we and any payment network or financial institution involved in processing a payment may rely solely on the account number, routing number, and wallet address provided.

Once a payment instruction has been sent to a payment network, blockchain network, or other third-party system, the payment may be final and may not be canceled, reversed, or recovered. We are not responsible for losses resulting from incorrect, incomplete, or mistaken payment instructions, payments sent to the wrong account, delays or failures caused by payment networks, intermediary banks, blockchain networks, or other third parties, or for payments that are authorized using your security credentials or authentication methods.

Not all payment types can be stopped or canceled once initiated. We may establish cutoff times, security procedures, and processing requirements for payment instructions. We may refuse, delay, or block any payment or transfer if we believe it may involve fraud, illegal activity, security concerns, or if required by law.

Wires and Other Funds Transfers

Unless otherwise required by applicable law, including Regulation J or the operating circulars of the Federal Reserve Banks, funds transfers involving your Account, including wire transfers, are governed by Article 4A of the Uniform Commercial Code as adopted in the State of Ohio.

If you originate a payment order and identify a beneficiary, intermediary financial institution, or beneficiary’s financial institution by both name and identifying number, we and any receiving or beneficiary financial institution may rely on the identifying number in executing the transfer. We may rely solely on the identifying number even if it identifies a different person, financial institution, or account than the one named.

You agree that we may process payment orders through any funds transfer system or payment network that we select.

Any credit to your Account resulting from a funds transfer, including an ACH transfer or wire transfer, is provisional until final settlement is received by us. If final settlement is not received, we may reverse the credit to your Account, and you agree to refund any amount credited to your Account. In that event, the party originating the transfer will not be considered to have paid you the amount of the transfer.

We may receive payment orders for your Account at any time. Unless required by law, we are not required to provide you with notice when we receive a payment order or credit your Account.

At your request, we may provide notice of certain transfers, but any such notice is provided as a courtesy and convenience only. Failure to provide notice, or providing delayed or inaccurate notice, will not create any liability for us.

International ACH Transactions; Compliance Reviews

Certain ACH Transactions may be classified as International ACH Transactions (“IATs”) under applicable payment network rules. Financial institutions are required to review IATs and certain other Transactions for compliance with sanctions laws administered by OFAC and other applicable laws and regulations.

As a result, we may delay, block, reject, or otherwise suspend processing of any Transaction, including an ACH transfer, wire transfer, or other payment, while we perform required compliance reviews. These reviews may delay the processing, settlement, or availability of the Transaction. We are not responsible for delays caused by compliance with applicable laws, regulations, or governmental requirements.

Account Errors and Adjustments

All deposits, credits, and other Transactions to your Account are subject to verification, review, and final settlement. Any credit we provide to your Account may be provisional and may be reversed, adjusted, or revoked if:

• a deposit or transfer is returned unpaid;

• the amount of a Transaction is incorrect;

• a duplicate Transaction is posted;

• a Transaction is unauthorized, improper, or fraudulent;

• an encoding, processing, or system error occurs;

• we are required to make an adjustment by law, regulation, payment network, clearing house, or another financial institution; or

• we determine that the credit was made in error.

We may correct any error or make any adjustment to your Account at any time, including after your Account statement has been issued. We may place a hold on funds in your Account while we investigate or resolve any error, Transaction, or claim.

If an adjustment results in a negative balance, you agree to promptly repay the amount owed. We may recover the amount owed by charging your Account or any other Account you maintain with us, to the extent permitted by law.

Your use of funds that were credited in error does not entitle you to keep those funds. Our right to correct errors and recover funds applies even if the error resulted from our own processing or operational error.

You agree to cooperate with us in investigating and correcting any error, including providing information, documentation, or signed statements, and assisting us in contacting merchants, payees, financial institutions, or other parties involved in the Transaction if reasonably requested.

Claims; Indemnities; Warranty Recoveries

In addition to our rights to correct errors and adjust your Account, you agree that we may debit your Account (or any other Account you maintain with us, to the extent permitted by law), reverse any credit, and/or place a hold on funds to satisfy or resolve any claim, chargeback, return, adjustment, recovery, indemnity, demand, or liability asserted by or through another financial institution, payment network, clearing house, or other third party relating to any Transaction involving your Account.

This includes claims or demands arising from or relating to:

• counterfeit, altered, or forged items or payment instructions;

• unauthorized or improper Transactions;

• missing, unauthorized, or improper endorsements;

• breach of any presentment warranty, transfer warranty, or other warranty or obligation under applicable law (including the Uniform Commercial Code);

• encoding errors, duplicate presentments, or processing errors;

• returned or reversed ACH entries or other electronic transfers;

• late returns, adjustments, or warranty claims asserted by another financial institution or third party.

We may take these actions even if funds were previously made available to you and even if the original Transaction is not returned through normal processing channels. We may place debited funds in a suspense or internal account while the matter is investigated or resolved and may remit all or part of the funds to a third party in satisfaction of the claim.

We are not required to contest, dispute, litigate, or appeal any such claim or demand but may do so in our discretion. You agree to cooperate with us and provide documentation or authorizations reasonably requested by us in connection with any such matter.

Funds Availability

Funds availability for deposits is described in our Funds Availability Disclosure, which is part of this Agreement. For ACH credits, wire transfers, and other electronic deposits, funds are generally available on the Business Day we receive the transfer; however, availability times may vary depending on the payment network, processing schedules, cutoff times, or risk controls.

An item or funds transfer may be returned after funds have been made available. If this occurs, we may reverse the credit to your Account and you are responsible for any negative balance that results.

We may place holds on deposits or credits for a variety of reasons, including to verify receipt of funds, confirm the source of funds, conduct fraud-prevention or compliance reviews, or as otherwise permitted by law. Any hold will reduce your Available Balance until the funds are made available.

Statements

Your Duty to Review Statements and Report Unauthorized Transactions

You must review each periodic statement and Transaction history promptly and with reasonable care after it is made available to you. If you discover, or reasonably should have discovered, any unauthorized Transaction, error, or other irregularity, you must notify us promptly.

If you fail to review your statement or notify us promptly, you may be responsible for losses that could have been prevented by timely notice. This may include additional unauthorized or erroneous Transactions by the same person or from the same cause that occur after the statement was made available to you.

Except as otherwise required by applicable law, the time you have to examine your statement and report any unauthorized or erroneous Transaction will depend on the circumstances, but will not exceed 30 days from the date the statement is first made available to you. If you fail to notify us within this time, you may not assert a claim against us for any Transaction shown on that statement, and as between you and us, the loss will be yours to the extent permitted by law. This limitation applies regardless of whether we exercised ordinary care.

Unauthorized or disputed Transactions are governed by this Agreement, the Security Procedures, applicable payment-system rules, the Nacha Operating Rules, Article 4A of the Uniform Commercial Code where applicable, and other applicable commercial law. The Electronic Fund Transfer Act and Regulation E do not apply except to the extent their application cannot lawfully be excluded.

Duty to Report Other Errors

You must also review your statements and account activity with reasonable promptness for any other errors or problems, including encoding errors, incorrect Transaction amounts, duplicate Transactions, unexpected deposits or withdrawals, improper fees, or other discrepancies, and notify us promptly.

Except as otherwise required by applicable law, you must notify us of any such error within 30 days after the statement is first made available to you. If you fail to notify us within this time, you agree that you will not assert a claim against us for the error, and as between you and us the loss will be yours to the extent permitted by law.

Missing Statements

You agree to notify us promptly if your periodic statement is not available or accessible by the date you normally expect it. A missing statement may indicate possible fraud or identity theft. Except to the extent caused by our lack of ordinary care or as otherwise required by law, failure to access your statement does not extend the time you have to review your statement or report errors.

ACH Entries and Other Commercial Electronic Transfers

This section describes the electronic fund transfers (EFT) we are capable of handling and additional services which may be provided pursuant to separate agreements. By initiating or receiving EFTs, you agree to be bound by the NACHA Operating Rules.

The term “Electronic Fund Transfer” or “EFT” means a transfer of funds to or from your Account that is initiated through an electronic terminal, online banking, mobile application, Automated Clearing House (ACH) network, debit card network, or other electronic system. EFTs generally do not include wire transfers, which are governed by a different law and are described elsewhere in this Agreement. Additionally, Transactions involving digital assets or stablecoin services, including services pursuant to the Stablecoin Non-Fiduciary Custodial Agreement, are not EFTs. Further, you acknowledge that the Account is not established primarily for personal, family, or household purposes and is not intended to be a consumer asset account. Accordingly, the Electronic Fund Transfer Act and Regulation E do not apply to the Account or Transactions, except to the extent applicable law expressly provides otherwise and does not permit variation by agreement.

Types of Electronic Fund Transfers

You may use your Account to make or receive EFTs, including transfers initiated through online or mobile banking, Automated Clearing House (ACH) transfers (including direct deposits and ACH payments), transfers between your accounts with us, transfers to or from accounts you maintain at other financial institutions, debit card Transactions (if a debit card is issued for your Account), RAIL Payments, and other electronic transfers we may make available from time to time.

Some electronic fund transfer services may be subject to additional terms and conditions.

Documentation of Electronic Fund Transfers

You will receive periodic statements that show the date, amount, and description of each EFT made to or from your Account. Statements will be provided electronically.

You may also be able to view your Transaction history through online or mobile banking.

Contact in Event of Unauthorized Transfer

If you believe your credentials have been lost or stolen, or that an unauthorized EFT has occurred, contact us immediately using the information in the Contacting Us section of this Agreement.

Our Liability for Failure to Complete Transfers

Except as expressly required by applicable law that cannot be varied by agreement, the Bank is not liable for failing to accept, originate, transmit, execute, complete, cancel, amend, reverse, recall, or recover any ACH entry or other electronic transfer. If the Bank has liability that cannot lawfully be excluded, that liability is subject to the limitations, notice requirements, and exclusive remedies in this Agreement.

Confidentiality

You authorize the Bank to disclose information concerning you, the Account, Authorized Persons, beneficial owners, and Transactions to affiliates, service providers, payment networks, clearing houses, correspondent institutions, fraud-prevention services, business-information services, Program Banks, Destination Institutions, regulators, law enforcement, potential assignees, and other persons when the Bank determines disclosure is appropriate to provide services, process Transactions, manage risk, comply with law, investigate activity, or enforce this Agreement.

Additional Account Services

The RAIL™ Service

The following terms apply if you use the RAIL Service. Your use of the RAIL Service is also subject to all other applicable provisions of this Agreement, including the Electronic Fund Transfers section and the Fee Schedule.

Eligibility and Enrollment

The RAIL Service is a feature of our online and mobile banking services that allows you to send and receive Rail Payments. It is subject to the availability and other terms and conditions of our Digital Banking Agreement.

Each RAIL Service user must agree to these terms to send or receive a Rail Payment. You represent and warrant that you are either (i) an Account Holder with the authority to make RAIL Payments, or (ii) an agent of the Account Holder with all necessary legal right, power, and authority to make RAIL Payments.

The Access Credentials and security procedures applicable to your use of our online and mobile banking services apply to your use of the RAIL Service. We may suspend or terminate your access to the RAIL Service at any time, with or without cause, in our sole discretion.

Types of RAIL Payments

You may initiate RAIL Payment Instructions for: (i) one-time instant RAIL Payments to be initiated immediately; (ii) one-time scheduled RAIL Payments, to be initiated at a later specified date, up to one year from the date of submission; or (iii) recurring RAIL Payments, to be initiated on recurring intervals based on the dates you enter.

RAIL Service User Tags

To be listed in the RAIL Service directory, you must designate a RAIL Service user tag that will be visible to and may be used by other RAIL Service users within the RAIL Service directory. You must keep this information current. By enrolling in the RAIL Service directory, you expressly grant us permission to use and disclose your name, your RAIL Service user tag, and date of enrollment to other RAIL Service users, even if your name, user tag, or date of enrollment includes or constitutes personally identifiable information. If you do not create a RAIL Service user tag, you may still send and receive RAIL Payments, but you will not be included in the RAIL Services directory.

RAIL Payment Instructions

When we receive a RAIL Payment Instruction from you, you authorize us to debit your Account and transfer funds on your behalf to the recipient RAIL Service user’s designated Account. You also authorize us to debit your applicable Account for any fees as described in the Fee Schedule. You further authorize us to reverse a RAIL Payment from the applicable Account if the debit is returned from the designated RAIL Service user’s Account for any reason, including insufficient funds. When another RAIL Service user provides a RAIL Payment Instruction to credit funds to your Account, you authorized us to credit your Account with funds from the sending RAIL Service user’s designated account.

Processing RAIL Payments

We will use reasonable efforts to complete all RAIL Payments in accordance with the RAIL Payment Instructions we receive. RAIL Payment Instructions will be processed within commercially reasonable timelines, typically on the same calendar day. RAIL Payments may be delayed or blocked to prevent fraud or to comply with applicable law or regulatory requirements. If we delay or block a RAIL Payment that you initiate, we will notify you.

RAIL Payment Limits

We reserve the right to impose periodic use limits (for example, daily, weekly, or monthly limits) or dollar limits on your use of the RAIL Service, in our sole discretion. Current limits, if any, are described in the Fee Schedule or will be disclosed to you within the RAIL Service.

Cancellation; Refused, Returned, or Failed RAIL Payments

One-time instant RAIL Payments may not be cancelled once initiated. You may cancel other RAIL Payments at any time until they begin processing (as shown in the RAIL Service), though we will have no liability for failing to accommodate a cancellation request. We reserve the right to refuse any RAIL Payment, and we will notify you promptly if we do so, as required by applicable law. RAIL Payments may also be returned or fail for various reasons. We will use reasonable efforts to research and correct the RAIL Payment to the intended recipient Account or void the RAIL Payment and, to the extent permitted by law, make reasonable attempts to return any unclaimed, refused, refunded, prohibited, failed, or denied RAIL Payment to the Account from which the funds were debited. You must contact us to initiate a request to receive such funds. Cancellation request fees, if any, are described in the Fee Schedule.

Fees

Applicable RAIL Service fees, if any, are disclosed in the Fee Schedule. You agree to pay such fees and authorize us to debit your Account for any amounts due.

No Purchase Protection

THE RAIL SERVICE IS INTENDED FOR SENDING MONEY TO OTHERS WHOM YOU TRUST. YOU SHOULD NOT USE THE RAIL SERVICE TO SEND MONEY TO PERSONS WITH WHOM YOU ARE NOT FAMILIAR OR WHOM YOU DO NOT TRUST. WE DO NOT OFFER PURCHASE PROTECTION FOR AUTHORIZED RAIL PAYMENTS MADE THROUGH THE RAIL SERVICE. FOR EXAMPLE, IF YOU DO NOT RECEIVE THE GOODS OR SERVICES THAT YOU PAID FOR, OR THE GOODS OR SERVICES THAT YOU RECEIVED ARE DAMAGED OR ARE OTHERWISE NOT WHAT YOU EXPECTED, WE CANNOT HELP YOU RECOVER YOUR MONEY. YOU ARE SOLEY RESPONSIBLE FOR RESOLVING ANY PAYMENT OR OTHER DISPUTES THAT YOU HAVE WITH ANY OTHER RAIL SERVICE USER TO WHOM YOU SEND MONEY, OR FROM WHOM YOU RECEIVE OR REQUEST MONEY, USING THE RAIL SERVICE.

Limitation of Liability

The limitations of liability set forth in this Agreement apply to RAIL Payments. In addition, we will not be liable for RAIL Payments that are not completed:

• Because the sending Rail Servicer user’s account does not contain sufficient funds to complete the RAIL Payment;

• The RAIL Service is not working properly and you know or have been advised by us about the malfunction before you submit the RAIL Payment Instruction;

• We refuse the RAIL Payment based on our policies and procedures; or

• You have not provided us with correct information, including the correct RAIL Service user information.

Your Responsibility for Accuracy; Assumption of Liability

You are responsible for ensuring the accuracy of any information you enter into the RAIL Service, and for notifying us as soon as possible if you become aware that any RAIL Payment Instruction information is inaccurate. We will make a reasonable effort to stop or recover a RAIL Payment made to the wrong Rail Service user once you have informed us, but we do not guarantee such recovery and will bear no responsibility or liability for damages resulting from incorrect information you enter. You assume full liability for any RAIL Payment that you authorize, including RAIL Payments sent to an incorrect, unintended, or fraudulent recipient, and RAIL Payments initiated in response to fraudulent, deceptive, or misleading solicitations (for example, payments to persons who misrepresent their identity, the goods or services they offer, or the nature of a Transaction). Once you authorize a RAIL Payment, we are not liable for your losses even if the recipient is engaged in fraudulent or deceptive conduct, except as otherwise required by applicable law.

The Deposit Placement Service

The Deposit Placement Service is a feature of your Account that becomes available and activates when your Available Balance exceeds the Insurance Limit. If the Deposit Placement Service is available and active, the following terms apply. If you do not wish to participate in the Deposit Placement Service, please contact us using the contact information provided in this Agreement.

Appointment of Bank as Agent and Custodian

You appoint the Bank, as your agent and custodian within the meaning of 12 CFR 330.5(b)(1), to place any or all of your Account deposits at Destination Institutions. You authorize us to take all actions necessary deliver the Deposit Placement Service on your behalf, including entering into agreements, releases and other instruments, and making all deposits and withdrawals to and from each Destination Institution.

Deposits into an Account that is enrolled in the Deposit Placement Service will (i) remain on deposit in your Account with us; and/or (ii) be deposited by the Bank, as your agent and custodian, or by the Bank’s sub-custodian(s), into accounts at one or more Destination Institution(s). The amounts on deposit with us or your Destination Institution account(s) may change at any time and in our sole discretion, including but not limited to availability, capacity, and our business relationship with Destination Institutions.

Insurance Limits

Your deposits at the Bank and at each Destination Institution are eligible for FDIC insurance coverage up to the Insurance Limit. The Deposit Placement Service is designed so that deposits attributable to you at each Destination Institution do not exceed the applicable Insurance Limit at any given time. However, be advised that:

• Deposits held by the Bank or any Destination Institution may exceed the Insurance Limit and such amounts in excess of the Insurance Limit will not be covered by FDIC insurance;

• It is your obligation to monitor your balances held at the Bank and at each Destination Institution, and such balances will be provided to you in our online banking platform and/or on your statements;

• Any funds that you maintain in the same insurable capacity directly with the Bank or a Destination Institution, including through an intermediary such as a broker, will be aggregated for purposes of the Insurance Limit;

• If we or you cause your balances at the Bank or any Destination Institution to exceed the Insurance Limit, you agree to take remedial action to decrease such balances below the Insurance Limit, and we have no liability for any of our actions taken (or not taken) in good faith and as further set forth in this Agreement.

Relationship with Destination Institutions

You will not have a direct relationship with any Destination Institution by virtue of your participation in the Deposit Placement Service. We will provide you with information about your Destination Institution deposits, including the names of each Destination Institution in which we have placed your deposits. Contact us if you have questions about the Deposit Placement Service or your Destination Institution balances. A complete list of all potential Destination Institutions available through the IntraFi network is available at https://www.intrafi.com/network-banks. Additional Destination Institutions that may be made available to you through another Deposit Placement Service network will be disclosed to you in writing.

Ownership of your funds will be evidenced by a book entry on our Account records, including the Bank as your agent and custodian for funds held with any Destination Institution. Funds placed with a Destination Institution are solely the obligation of the Destination Institution and are not directly or indirectly an obligation of the Bank. Learn about Destination Institutions at www.ffiec.gov/nicpubweb/nicweb/nichome.aspx or by contacting the FDIC using the information provided at https://www.fdic.gov/contact/. We do not guarantee the financial condition or accuracy of any publicly available financial information of any Destination Institution.

FDIC Deposit Insurance Payments

If FDIC deposit insurance payments become necessary, including as a result of a failure of any Destination Institution, you may be required to provide certain documentation to the FDIC before payments are made. There is no specific time period during which the FDIC must make insurance payments. While payments of principal plus unpaid and accrued interest will be made to the Bank as your custodian, the Bank will not be obligated to you for amounts not covered by deposit insurance nor will the Bank be obligated to make any payments to you in satisfaction of a loss you might incur as a result of a delay in insurance payouts. The Bank will not be obligated to credit your Account with funds in advance of payments received from the FDIC.

Any statements regarding FDIC insurance coverage are qualified in their entirety by reference to the applicable laws and regulations governing FDIC insurance. We have no obligation to update these statements to timely reflect all changes to applicable laws or regulations, which shall control in the event of an inconsistency.

Exclusions

You may inform us of any depository institution you wish to exclude from eligibility to receive deposits we place for you through the Deposit Placement Service (the “Exclusions List”). We may require you to provide your Exclusions List by giving us notice in any manner we specify, which may include providing a list by email or through the online banking platform. An Exclusions List will be effective within three business days after the first business day on which we have received the Exclusions List from you.

Waiver of Potential Conflicts of Interest

The placement of deposits by the Bank with certain Destination Institutions may present conflicts of interest. For example, your funds may be placed to further the Bank’s business and profit objectives without any additional benefit to you. You acknowledge and waive all such conflicts of interest as a condition of participating in the Deposit Placement Services.

Withdrawal Procedures

Withdrawals, transfers, payments, and similar debits from your Account will first be made from your Available Balance at the Bank. If your Available Balance at the Bank is insufficient, the Bank will act as your agent to withdraw the necessary funds from your deposits with one or more Destination Institutions, in the Bank’s discretion. Delays may occur if a Destination Institution fails, for any reason, to timely act on a withdrawal request. Destination Institutions have no obligation to accept instructions from you, or to provide you with information related to, funds held pursuant to this Deposit Placement Service.

Termination

We may prevent, suspend, or terminate your participation in the Deposit Placement Service at any time, in our sole discretion. Following suspension or termination, we may transfer funds from Destination Institutions to your Account or, in our sole discretion, terminate your Account and return your funds in accordance with applicable laws and regulations.

UCC

For purposes of Article 8 of the Uniform Commercial Code, as adopted in the State of Ohio, the Bank will act as your securities intermediary with respect to, and agree to treat as financial assets, any Destination Institution funds or interests that the Bank holds for you.

Additional Deposit Placement Services

We may offer you additional Deposit Placement Services. If we offer you additional Deposit Placement Services, your agreement to additional terms and conditions may be required.

Account Maintenance

Changes to Your Information

You are responsible for notifying us promptly of any change to your name, beneficial owners, mailing address, email address, telephone number, or other contact information. You must notify us in the manner we specify. We may rely on the most recent contact information we have in our records.

We may update your mailing address if we receive a change-of-address notice from the U.S. Postal Service or from another reliable third party. We may charge your Account for costs we incur in locating you if you fail to keep your contact information current, to the extent permitted by law.

Credit Verification and Obtaining Credit Bureau Reports

You agree that we may verify your credit history, and the credit history of your beneficial owners and Authorized Persons, by any necessary means. You authorize us to obtain one or more credit bureau reports and other information about you, and your beneficial owners and Authorized Persons, from credit bureaus and/or other third party sources. This information may be used for such purposes as: (1) evaluating your application; (2) administering and servicing your Account; (3) collecting any amounts owed on your Account; (4) offering you other products and services; (5) testing and monitoring purposes; and (6) other purposes not prohibited by law.

Notice of Negative Information

We may report information about your Account to credit reporting agencies, including information concerning insufficient funds, overdrafts or other defaults on your Account. We may report this information even after your Account is closed.

Inactivity; Dormant Accounts; Unclaimed Property

If there is no activity in your Account for a period of time, your Account may be considered inactive or dormant. We may, in our discretion, restrict, suspend, or close your Account if it becomes inactive, if you maintain a zero balance for an extended period of time, or if we are unable to contact you using the contact information in our records. We may also cancel or suspend access devices, cards, or electronic access associated with your Account due to inactivity.

The types of activity that prevent an Account from becoming dormant are determined by applicable law and may include deposits, withdrawals, transfers, or other communications from you regarding your Account.

If your Account remains inactive or dormant for the period required by applicable unclaimed property law, we are required by law to transfer (escheat) the funds in your Account to the state of your last known address as shown in our records. Once the funds are transferred to the state, we have no further liability to you for those funds, and any claim for the funds must be made directly to the state.

You agree that we may rely on our records to determine your last known address for unclaimed property purposes, and we will not be liable for any loss resulting from the transfer of funds to a state in accordance with applicable law.

Death or Incompetence

You agree to notify us promptly if any Authorized Person dies or is adjudicated incompetent. We may continue to honor Transactions, transfers, and instructions on the Account until we (i) receive notice of the death or adjudication of incompetence, and (ii) have had a reasonable opportunity to verify and act on that notice.

If we receive notice of death or incompetence, or if we believe that an Authorized Person has died or been declared legally incompetent, we may place a hold on the Account, restrict access to the Account, refuse Transactions, or close the Account.

We will not be liable for any losses resulting from actions we take in reliance on information we receive regarding the death or incompetence of an Authorized Person.

Legal Actions Affecting Your Account

If we are served with or receive a subpoena, restraining order, writ of attachment or execution, levy, garnishment, search warrant, government agency request, bankruptcy trustee request, receivership order, insolvency proceeding request, or other legal process relating to you, your Account, or funds in your Account (collectively, “Legal Action”), we may rely on the representations contained in the Legal Action and may comply with or object to the Legal Action as we determine in our sole discretion, subject to applicable law. We are not required to contest any Legal Action on your behalf.

Subject to applicable law, we may freeze or place a hold on funds in your Account, refuse withdrawals or transfers, return Transactions unpaid, restrict access to funds, or take any other action we consider appropriate until the Legal Action is resolved or we receive satisfactory instructions from a court or governmental authority. We may take these actions even if the Legal Action involves less than all Account Holders or authorized signers.

We may use the funds in any Account to satisfy a Legal Action relating to any Account Holder, regardless of which Account Holder deposited the funds. We may also exercise any right of setoff or security interest we have in your Account before complying with a Legal Action, to the extent permitted by law.

We may provide information and records relating to your Account in response to a Legal Action, including information about any Account associated with you or any Account Holder or authorized signer.

We may take these actions even if the funds or records are located at another office, data center, or are held by a third party acting on our behalf.

We will not be liable to you for dishonoring Transactions, transfers, or payment instructions, or for any fees, losses, or damages you may incur, if we take any action in accordance with this section or in response to Legal Action or applicable law.

We may charge your Account for any fees or expenses we incur in responding to Legal Action, including attorneys’ fees, research costs, copying costs, and administrative expenses, to the extent permitted by law. We may deduct these amounts from any of your Accounts without prior notice to you.

To the extent permitted by applicable law, we may take any action described in this section without prior notice to you.

Security Interest; Right of Set-Off

You grant us a security interest in and lien on all funds in any and all Accounts you maintain with us, now or in the future, including any funds that we place, or arrange to have placed, with other financial institutions on your behalf for the purpose of providing deposit insurance, liquidity management, or other services (including through sweep programs, deposit networks, omnibus accounts, or custodial accounts) (collectively, “Program Banks”), to secure the payment and performance of any and all obligations you owe to us, whether now existing or arising in the future, whether direct or indirect, absolute or contingent, joint or several.

You also grant us the right to take, transfer, or set off funds from any of your Accounts with us or from any funds held at Program Banks on your behalf to pay any amounts you owe to us (your “right of set-off”). You authorize us to instruct any Program Bank to withdraw, return, or transfer funds to us in order to exercise these rights.

Our security interest and right of set-off have priority over any security interest, pledge, claim, or right of any joint owner, beneficiary, secured party, creditor, or other person to the extent permitted by applicable law. Our security interest and right of set-off are separate, cumulative, and in addition to any other rights we may have under applicable law or this Agreement.

We may exercise our security interest or right of set-off at any time, without prior notice to you, without first demanding payment or pursuing other remedies, and without regard to the source of funds in the Account. We may also place an administrative hold on your Account or on funds held at Program Banks to protect our rights while we determine whether to exercise our security interest or right of set-off.

We may exercise these rights even if doing so causes you to lose interest or incur a penalty; affects Transactions that you have authorized but that have not yet settled; or results in the dishonor or return of items.

We may apply funds from your Accounts in any order and in our sole discretion.

These rights apply to funds held at Program Banks for your benefit, and we may exercise these rights against the entire balance of those funds regardless of the source of the funds or the ownership interest of any Account Holder.

To the extent permitted by applicable law, you waive any rights that may limit or condition our ability to exercise our security interest or right of set-off. If applicable law prohibits or limits our ability to exercise these rights with respect to certain funds (for example, certain protected federal benefit payments), we will comply with those legal requirements.

We are not required to exercise our security interest or right of set-off, and our failure to do so does not waive our rights. This section survives the closure of your Account and the termination of this Agreement.

Pledges and Security Interest in Accounts

You may not pledge, assign, grant a security interest in, or otherwise encumber any Account or funds in an Account to a third party without our prior written consent. Any pledge or security interest in an Account is subject to our rights under this Agreement, including our right of set-off and security interest, and our rights will have priority to the extent permitted by law.

If we consent to a pledge or receive notice of a pledge, security interest, or other claim against an Account, we may place a hold on the Account and refuse withdrawals or transfers until we receive written instructions from the secured party or until the pledge or claim is released or otherwise resolved to our satisfaction.

We have no obligation to monitor, enforce, or ensure compliance with any pledge or security agreement between you and any third party.

Liability

Indemnification and Reimbursement

You agree to indemnify, defend, and hold us harmless from and against any and all claims, demands, losses, liabilities, damages, judgments, costs, and expenses, including reasonable attorneys’ fees and expenses, that we incur arising out of or relating to: (i) your Account or any Transaction involving your Account; (ii) your breach of this Agreement; (iii) your failure to comply with applicable law; (iv) our reliance on any instruction, authorization, information, or document that we reasonably believe to be genuine and authorized; (v) any dispute involving your Account, including disputes between Account Holders, authorized signers, beneficiaries, survivors, or other persons claiming an interest in the Account; (vi) any action we take or do not take in accordance with this Agreement; or (vii) any negative balance, returned item, chargeback, reversal, adjustment, or claim relating to your Account. You agree to reimburse us for any costs and expenses we incur in connection with any investigation, dispute, legal proceeding, garnishment, levy, restraining order, subpoena, or other legal process involving your Account. To the extent permitted by law, we may charge your Account for any amounts you owe us under this section without prior notice.

Limitation of Liability

Except as otherwise required by applicable law, our liability to you for any claim relating to your Account or this Agreement will be limited to the amount of the Transaction at issue or the amount of funds not properly credited or debited to your Account. To the fullest extent permitted by law, we will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of business opportunity, loss of data, or attorneys’ fees, even if we were advised of the possibility of such damages. This limitation of liability does not apply to the extent prohibited by applicable law.

Events Beyond Our Control (Force Majeure)

We will not be liable for any failure, delay, or interruption in providing services, processing Transactions, or performing our obligations under this Agreement if the failure, delay, or interruption is caused by circumstances beyond our reasonable control. Such circumstances include, but are not limited to: (i) natural disasters or acts of God; (ii) fire, flood, earthquake, or severe weather; (iii) war, terrorism, civil unrest, or riots; (iv) labor disputes or strikes; (v) power outages or failures of telecommunications networks; (vi) failures of computer systems, software, internet service providers, or cybersecurity incidents; (vii) failures or delays by payment networks, clearing houses, correspondent banks, or other financial institutions; (viii) failures of third-party service providers or vendors; (ix) governmental actions, court orders, or changes in law or regulation; or (x) any other event beyond our reasonable control. We will be excused from performance while such circumstances exist and for a reasonable period of time thereafter.

Administrative Holds and Account Restrictions

We may place a hold on funds in your Account and refuse withdrawals, transfers, or payments from your Account if we believe that the funds are subject to a dispute or competing claim, including claims by: (i) you or another person claiming an ownership interest in the Account; (ii) other persons claiming an interest in the Account; (iii) a court order, garnishment, levy, or other legal process; (iv) a governmental or regulatory authority; or (v) any other claim or circumstance that we believe may expose us to liability or loss. We may maintain the hold for the period of time that we determine is reasonably necessary to allow the dispute or claim to be resolved, including through a court proceeding or by receipt of documentation satisfactory to us. We may require indemnities, bonds, court orders, or other documentation before releasing the funds. We will not be liable for any losses, damages, or fees that result from dishonoring Transactions, refusing withdrawals, or delaying Transactions because of a hold placed under this section.

Account Security

You are responsible for protecting the security and confidentiality of your Account information, Access Credentials, and the devices and methods used to access your Account.

We may require identity verification before providing you or any Authorized Persons with services or access to your Account. We may determine the type of identification or authentication that is required under the circumstances, which may include passwords, one-time passcodes, device authentication, security questions, biometric verification (such as fingerprint, voiceprint, or facial recognition), or other security procedures.

You are responsible for safeguarding your Access Credentials and must take reasonable steps to prevent unauthorized access to your Account. Reasonable steps include, but are not limited to: protecting your Access Credentials and not sharing them with any other person; maintaining the security of your mobile devices, computers, and other devices used to access your Account, including using screen locks and current software updates; promptly notifying us if you believe a mobile phone number has been transferred to a device you do not control or that your SIM card has been compromised; using strong and unique passwords and changing them periodically; promptly reviewing your Account activity and statements; and promptly notifying us if you suspect unauthorized activity or that your Access Credentials or Account information have been lost, stolen, or compromised.

You acknowledge that any person who obtains your Access Credentials or gains access to a device you use to access your Account may be able to access your Account and conduct Transactions. We are entitled to rely on any instruction, Transaction, or Communication that is authenticated using your Access Credentials or our agreed security procedures, and we may treat such instructions or Transactions as authorized by you unless otherwise required by law.

If you provide your Access Credentials to another person or authorize another person to access your Account (for example, an employee, agent, or third-party service provider), you are responsible for any Transactions that person conducts, even if that person exceeds the authority you intended to grant.

Your Account number and other Account information may be used by third parties to initiate electronic debits or other Transactions. You must safeguard this information and notify us immediately if you believe your Access Credentials, Account information, or devices used to access your Account have been compromised.

If you fail to exercise reasonable care in protecting your Access Credentials, Account information, or access devices, you may be responsible for resulting losses to the extent permitted by applicable law.

Compromised Accounts; Fraud and Security Concerns

If we believe that your Account, Access Credentials, debit card, or identifying information may be compromised, or that your Account may be at risk of unauthorized, fraudulent, or illegal activity, we may, in our discretion and without prior notice to you: (i) block or refuse Transactions; (ii) place a hold on funds; (iii) restrict access to your Account; (iv) require additional authentication, documentation, or verification; (v) close or suspend your Account; or (vi) require you to open a new account. We are not liable for any losses or delays resulting from actions we take in good faith under this section to protect you or the Bank. You agree to cooperate with us in any investigation of suspected fraud or unauthorized activity, including providing affidavits, documentation, or other information we reasonably request.

Waiver of Notice of Dishonor

To the fullest extent permitted by law, you waive any notice of nonpayment, dishonor, or protest regarding any item or Transaction credited to or charged against your Account, except where notice is required by applicable law.

Duty to Mitigate; Third-Party Recoveries

You agree that you will not waive any rights you may have to recover a loss from any person or entity that is liable to you or that may reimburse you for the loss, including insurance carriers. At our option, you agree to: (i) assign your rights against any such person or entity to us; or (ii) pursue recovery yourself and hold any recovered funds in trust for us to the extent of our reimbursement to you. Any liability we may have to you will be reduced by the amount you recover or are entitled to recover from any third party, insurer, or other source.

Attorneys’ Fees and Expenses

To the extent permitted by law, if we bring an action to collect amounts you owe us or to enforce this Agreement, you agree to pay our reasonable attorneys’ fees, court costs, and collection expenses. If we become involved in any dispute relating to your Account, you agree to reimburse us for our reasonable attorneys’ fees and expenses, even if we are not a party to the dispute. To the extent permitted by law, we may charge your Account for these amounts without prior notice.

No Waiver of Rights

Nothing in this section reduces our liability to you to the extent such limitation is prohibited by applicable law. The provisions of this section survive the closure of your Account and the termination of this Agreement.

Our Rights and Remedies

General Authority

In addition to any specific rights described elsewhere in this Agreement, we may take any action that we believe is reasonable and appropriate to: (i) protect the security of your Account; (ii) protect you, us, or any third party from fraud, unauthorized activity, or other risk; (iii) comply with applicable law, regulation, court order, or payment network rule; (iv) enforce this Agreement; (v) prevent loss to us or another party; or (vi) respond to unusual, suspicious, or potentially fraudulent activity. We may take these actions without prior notice to you to the extent permitted by law.

Actions We May Take

The actions we may take under this Agreement include, but are not limited to, the right to: (i) refuse, delay, limit, or return any Transaction or instruction; (ii) block or suspend access to your Account; (iii) place a hold on funds in your Account; (iv) require additional authentication, identification, documentation, or verification; (v) cancel or reverse a Transaction where permitted by law or payment system rules; (vi) close, suspend, or restrict your Account; (vii) require you to close your Account and open a new Account number; (viii) contact other financial institutions or third parties regarding a Transaction; and (ix) take any other action permitted by this Agreement or applicable law.

No Liability for Exercising Our Rights

To the fullest extent permitted by applicable law, we will not be liable to you for any losses, damages, costs, or fees that result from our exercise of any right or action taken in accordance with this Agreement, including refusing or delaying Transactions, placing holds, restricting access to your Account, or closing your Account.

Compliance with Law and Payment System Rules

You agree that your Account and all Transactions are subject to applicable federal and state laws and to the rules of payment networks, clearing houses, and funds transfer systems that we use. We may take or refrain from taking any action that we believe is necessary to comply with such laws or rules, and we will not be liable for any losses or delays resulting from our compliance.

Cutoff Times, Processing Procedures, and Limits

We may establish cutoff times, processing procedures, security procedures, and Transaction limits for your Account and for any payment or transfer service. We may change these cutoff times, procedures, and limits from time to time. We may refuse or delay any Transaction that is initiated after a cutoff time or that does not comply with our procedures or security requirements.

Reliance on Instructions and Records

We may rely on our Account records and on any instruction, authorization, communication, or document that we believe in good faith to be genuine and authorized. We are not required to investigate or verify the accuracy of any instruction or the authority of any person providing an instruction unless required by applicable law.

Relationship to Other Rights

The rights described in this section are in addition to, and not in limitation of, any other rights we have under this Agreement or applicable law.

No Waiver; Cumulative Rights

If we do not exercise a right under this Agreement at any time, we do not waive that right. Our rights and remedies are cumulative and may be exercised at any time.

Other Important Information

Governing Law

Your Account is opened and maintained at our main office located in Columbus, Ohio. This Agreement, your Account, and all transactions and relationships between you and us are governed by federal law and, to the extent state law applies, the laws of the State of Ohio, without regard to conflict of law principles. Your Account is deemed to be located in Ohio regardless of where you reside or access your Account.

You agree that any lawsuit, claim, or other proceeding arising out of or relating to this Agreement, your Account, or your relationship with us that is not subject to arbitration must be brought exclusively in the state courts located in Franklin County, Ohio, or the United States District Court for the Southern District of Ohio. You consent to the jurisdiction of those courts and waive any objection to venue, including any claim that those courts are an inconvenient forum. We may bring an action against you in any court that has jurisdiction over you.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR ACCOUNT, OR YOUR RELATIONSHIP WITH US.

Assignment

You may not sell, assign, transfer, pledge, or grant a security interest in your Account or any of your rights or obligations under this Agreement without our prior written consent, and any attempted assignment, transfer, or pledge without our consent is void. We may assign, transfer, sell, pledge, delegate, or otherwise transfer this Agreement, your Account, any funds associated with your Account, any servicing rights, any of our rights or obligations under this Agreement, and any consents, permissions, and agreements that you have granted to us or that relate to your Account, at any time, in whole or in part, without prior notice to you and without your consent, including in connection with a merger, acquisition, sale of assets, transfer of servicing, sweep program changes, deposit network changes, program changes, or by operation of law, including the right to transfer your Account to another financial institution or to move your funds to a different financial institution that will hold funds associated with your Account. Any person or entity that acquires any interest in this Agreement, your Account, or related funds or servicing rights will be entitled to rely on and enforce all consents, authorizations, and agreements you have provided as if originally granted to them and will succeed to our rights and obligations under this Agreement to the extent assigned. Your continued use of your Account after any assignment or transfer constitutes your agreement to the assignment and to the successor institution’s or servicer’s rights and obligations under this Agreement. We will not be liable to you for any action taken by any successor institution, servicer, or assignee in connection with the Account after the assignment, transfer, or delegation. This Agreement will be binding upon you and your heirs, representatives, successors, and permitted assigns. We may also pledge or assign our interest in your Account or the funds in your Account as collateral, without notice to you, to any Federal Reserve Bank, Federal Home Loan Bank, or other governmental, funding, or liquidity source.

Ordinary Care

You agree that we exercise ordinary care if we act in accordance with this Agreement, our internal policies and procedures, and applicable law, including the Uniform Commercial Code as adopted in the State of Ohio and applicable federal laws and regulations. You agree that we may process Transactions, including payment orders and other transfer instructions, based solely on the account number or other identifying number provided, even if the number identifies a different person or account than the name provided, and that doing so is a commercially reasonable banking practice. You agree that we may use automated processing, electronic systems, and batch processing in connection with your Account, and that the use of such systems constitutes ordinary care and reasonable commercial standards of fair dealing. You agree that we are not required to manually review Transactions, verify signatures, or detect fraud or unauthorized Transactions unless required by applicable law, and that we may rely on any instruction or communication that we believe in good faith to be genuine and authorized and will not be liable for acting on such instructions. You agree that our security procedures for payment orders and account access are commercially reasonable.

Severability

This Agreement is the complete and final expression of the agreement between you and us with respect to your Account and may not be contradicted by any alleged oral agreement. Subject to the special rules in the Arbitration Provision, if any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court, regulatory authority, or applicable law, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions of this Agreement will remain in full force and effect. If any provision cannot be enforced as written, the court or arbitrator may modify the provision to the extent necessary to make it enforceable while preserving its intent to the greatest extent possible. Except as otherwise provided in the Arbitration Provision with respect to the Class Action Waiver, the invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision of this Agreement. The provisions of this Agreement that by their nature should survive termination of your Account or this Agreement will survive, including provisions relating to arbitration, limitation of liability, indemnification, security interest, right of set-off, and governing law.

Service Providers; Agents

We may use third parties to provide services in connection with your Account or this Agreement, including program managers, processors, payment networks, custodians, sweep program banks, technology providers, customer service providers, and other service providers or agents. In providing services, these service providers and agents may act on our behalf and may exercise any rights we have under this Agreement, rely on any consents, authorizations, and permissions you have granted to us, and enforce any of your obligations under this Agreement on our behalf. You agree that our service providers and agents are intended third-party beneficiaries of this Agreement for purposes of the provisions that apply to the services they provide, including provisions relating to limitations of liability, arbitration, indemnification, and dispute resolution, and they may enforce those provisions as if they were a party to this Agreement. We remain responsible for the services we provide to you as required by law. We may share information about you and your Account with our service providers and agents as necessary to provide services, service your Account, process Transactions, comply with law, prevent fraud, and otherwise operate our business, subject to our Privacy Policy.

Accessibility

We are committed to providing banking services that are accessible to individuals with disabilities and to complying with applicable accessibility laws. The design, functionality, and accessibility features of our services may change from time to time as technology and accessibility standards evolve. If you experience difficulty accessing or using your Account or any related services, or if you require communications in an alternative format, please contact us using the contact information provided in this Agreement, and we will make reasonable efforts to provide accommodations as required by applicable law. You acknowledge that accessibility of digital services may depend in part on your device, operating system, internet connection, assistive technology, and third-party software, and we are not responsible for limitations caused by third-party technology that is outside our control.

No Reliance

You are solely responsible for determining the legal, regulatory, tax, accounting, licensing, and financial consequences of opening and using the Account. The Bank does not provide legal, tax, accounting, investment, licensing, or regulatory advice, and you are not relying on the Bank for such advice.

Headings and Interpretations

The section headings, titles, formatting, and examples in this Agreement are for convenience and readability only and do not limit, expand, or otherwise affect the meaning of any provision. Unless the context requires otherwise, references to “including,” “includes,” or similar terms mean “including without limitation.” References to the singular include the plural and references to the plural include the singular. This Agreement will be interpreted in a fair and reasonable manner and not strictly for or against either party based on authorship or drafting.

Ownership; License; Intellectual Property

We and our service providers and licensors retain all ownership and proprietary rights in and to the online banking platform, mobile applications, websites, software, technology, content, functionality, designs, materials, and systems that we make available to you in connection with your Account (collectively, the “Platform”). The Platform is protected by intellectual property, proprietary rights, and other applicable laws. Except for the limited rights expressly granted to you in this Agreement, you are not granted any ownership or other rights in the Platform.

Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Platform solely for your own lawful business banking purposes. You may not copy, reproduce, modify, distribute, sell, lease, create derivative works from, reverse engineer, decompile, attempt to extract source code from, or otherwise attempt to derive or access any technology or software underlying the Platform, or interfere with or gain unauthorized access to any systems, networks, or data associated with the Platform.

Certain components of the Platform may be owned or licensed by third parties. Such third parties are intended third-party beneficiaries of this Agreement with respect to the provisions relating to intellectual property, acceptable use, limitations of liability, and other provisions that protect their rights. We and our service providers may modify, replace, or discontinue any part of the Platform at any time without notice to you. We and our licensors reserve all rights not expressly granted in this Agreement.

RESOLUTION OF DISPUTES BETWEEN YOU AND EREBOR BANK, NA

Time Limitation of Claims and Recoverable Damages

ANY CLAIM, DISPUTE, OR CONTROVERSY ARISING OUT OF OR RELATING TO YOUR ACCOUNT, THIS AGREEMENT, OR YOUR RELATIONSHIP WITH US MUST BE BROUGHT WITHIN TWO (2) YEARS AFTER THE CLAIM ACCRUES, OR THE CLAIM WILL BE BARRED, UNLESS APPLICABLE LAW REQUIRES A SHORTER PERIOD.

This time limit is in addition to any shorter notice requirements or deadlines for reporting unauthorized Transactions, errors, or other issues described elsewhere in this Agreement.

Any damages you may recover in any claim against us are limited to damages incurred during the two (2) year period immediately preceding the date you file the claim, unless applicable law requires a shorter period, in which case the shortest permitted period will apply.

If applicable law does not permit a contractual shortening of the time period to bring a claim to two (2) years, you agree to the shortest period permitted by applicable law.

Dispute Resolution—Notice and Cure

You and we agree that we shall attempt to informally settle any and all Disputes (as such term is defined in the below Arbitration Provision) between us before starting a lawsuit or an Arbitration. The party asserting the Dispute (the “Claimant”) shall give the other party (the “Potential Defendant”) written notice of the Dispute (a “Dispute Notice”) and a reasonable opportunity to resolve the Dispute. Any Dispute Notice must explain the nature of the Dispute and the relief that is demanded. The Dispute Notice must be sent by U.S. Mail. The Potential Defendant shall have at least 30 days after receiving the Dispute Notice to attempt to resolve the Dispute except for Disputes requiring some form of expedited injunctive relief in a shorter period. The Claimant must reasonably cooperate in providing any information about the Dispute that the Potential Defendant reasonably requests. Further the Claimant, on request, shall meet with the Potential Defendant (or an authorized representative thereof) either in person or by video or telephone conference to discuss possible compromise or other resolution of the Dispute. Any such meeting that you attend must take place by video or teleconference using a digital platform that is reasonably convenient to you. The Claimant and the Potential Defendant may have a lawyer or other representative present for such meeting. Rule 408 of the Federal Rules of Civil Procedure shall govern the admissibility of all statements, conduct or other discussions between the Claimant and the Potential Defendant regarding the possible compromise or resolution of the Dispute. On request, we will pay any reasonable, out-of-pocket expenses you incur in attending or participating in any such meeting.

Any Dispute Notice to you shall be sent in writing to the current address we have for you in our records. Any Dispute Notice to us shall be sent by mail to Erebor Bank, NA, Attention: Dispute Notice, 500 Neil Avenue, Suite 140, Columbus, OH 43215. If there are multiple parties on the account, the Dispute Notice may be sent to or by any of you. Any Dispute Notice you send must provide your name and account number, as well as your address and a phone number where you can be reached during normal business hours. A Dispute Notice from us may be in the form of a collection letter or a notice demanding payment of a negative balance under the account. You may only submit a Dispute Notice on your own behalf and not on behalf of any other party. No third party, other than a lawyer you have retained, may submit a Dispute Notice on your behalf.

Any statute of limitations applicable to the Dispute described in the Dispute Notice shall be tolled during the period between the date that the Dispute Notice is mailed and the later of: (i) 60 days after the Dispute Notice is received, or (ii) 30 days after either Claimant or Potential Defendant informs the other that good faith efforts to resolve the Dispute informally have ceased (the “Tolling Period”). Unless prohibited by applicable law, (i) a lawsuit or arbitration proceeding may not be commenced unless the Claimant has complied with this “Dispute Notice” section, (ii) a court will have authority to enforce this “Dispute Notice” section, including the power to dismiss or stay the filing or prosecution of a lawsuit unless the Claimant has complied with this “Dispute Notice” section, and (iii) an arbitration administrator shall not have authority to accept or administer any arbitration proceeding unless the Claimant has complied with this “Dispute Notice” section. Any Disputes that have not been resolved after a Dispute Notice has been provided and the Tolling Period ended shall be governed by the terms of the Arbitration Provision below.

Resolution of Disputes Through Binding Arbitration

PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

References to “Erebor,” “we” and “us” include our respective subsidiaries, corporate parents, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users of your Erebor Bank, NA deposit account(s) or Erebor-branded debit card(s) under this or any prior or other agreements between us. This Arbitration Agreement may also be enforced by any third party who is named as a co-defendant with us in a Dispute asserted by you. Most customer concerns can be resolved to your satisfaction by contacting us at +1 614-233-1797. In the unlikely event that we cannot resolve your concern or if Erebor has been unable to resolve any dispute it has with you after attempting to do so pursuant to the above Notice and Cure provision, we each agree that either you or we may elect to resolve those disputes through binding arbitration or small claims court instead of in a court of general jurisdiction.

Arbitration is more informal than a lawsuit in court. Instead of a judge or jury, arbitration uses a neutral arbitrator. Arbitration also permits more limited discovery than in court, and is subject to very limited review by courts.

Arbitrators can award the same damages and relief that a court can award, except that CLASS ARBITRATIONS, CLASS ACTIONS AND OTHER REPRESENTATIVE ACTIONS ARE NOT PERMITTED.

YOU HAVE THE RIGHT TO OPT OUT OF THE ARBITRATION AGREEMENT. OPTING OUT WILL NOT AFFECT ANY OTHER TERMS AND CONDITIONS OF YOUR ACCOUNT AGREEMENT OR YOUR RELATIONSHIP WITH EREBOR. TO OPT OUT, YOU MUST PROVIDE WRITTEN NOTICE TO EREBOR WITHIN THE TIME DEADLINES DESCRIBED BELOW IN THE SECTION TITLED “RIGHT TO OPT OUT OF ARBITRATION AGREEMENT.”

Arbitration Provision

Erebor and you agree that either party may elect to arbitrate all disputes and claims between us (collectively referred to as “Disputes”) except as otherwise provided in this Arbitration Provision. This Arbitration Provision is intended to be broadly interpreted. Disputes covered by this Arbitration Provision include (but are not limited to):

• claims arising out of or relating in any way to any aspect of this Agreement, your accounts at Erebor, any products, Transactions, fees, charges or services related to your accounts and/or the relationship between us, whether such claims are based in contract, tort, statute, ordinance, regulation, fraud or other intentional torts, misrepresentation, common law, equity or any other legal theory;

• data breach or privacy claims arising from or relating directly or indirectly to the disclosure by us of any non-public information about you;

• claims concerning the method(s) we use to communicate with you by telephone or other electronic devices;

• claims of every kind and nature, including, but not limited to, initial claims, counterclaims, cross-claims and third-party claims;

• claims that arose before this or any prior agreement between us came into existence, including claims relating to any advertisement, solicitation or application relating to your accounts; and

• claims that may arise after the termination of this Agreement or any other agreement between us.

Notwithstanding the foregoing, disputes concerning the validity, enforceability or scope of this Arbitration Provision or the arbitrability of a claim shall be decided by a court rather than an arbitrator; however, disputes concerning this Agreement as a whole shall be decided by an arbitrator rather than a court. Moreover, this Arbitration Provision shall not limit the right of either you or us to: (i) obtain provisional or ancillary remedies, such as injunctive relief, writ of attachment, or protective order from a court having jurisdiction before, during or after the pendency of any arbitration; (ii) exercise permissible self-help remedies, such as setoff; (iii) exercise any right to foreclose against or sell any real or personal property collateral by the exercise of a power of sale under a mortgage or other security agreement or instrument, a deed of trust, or applicable law; (iv) bring an individual action in court that is limited to preventing the other party from using a self-help or non-judicial remedy and that does not involve a request for damages or monetary relief of any kind; and (v) seek relief in small claims court (or an equivalent court), for any Dispute within the scope of the small claims court’s jurisdiction; however, if a Dispute is brought, transferred, removed or appealed to a different court, such Dispute shall be subject to arbitration pursuant to this Arbitration Provision. In addition, this Arbitration Provision does not prevent you from submitting any issue relating to your account for review or consideration by a federal, state or local governmental agency or entity, nor does it prevent such agency or entity from seeking relief on your behalf. Furthermore, this Arbitration Agreement does not apply to litigation filed in state or federal court that is pending as of the date this Arbitration Provision took effect as long as such litigation is pending, except that parties or claims added to such litigation after said date shall be subject to this Arbitration Agreement.

YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND EREBOR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR OTHER REPRESENTATIVE ACTION.

This Agreement pertains to a transaction in interstate commerce, and thus the Federal Arbitration Act (“FAA”) (9 U.S.C. § 1 et seq.) applies to the interpretation and enforcement of this agreement to arbitrate, notwithstanding any choice of law provision in this Agreement or any prior or other agreement between us. This Arbitration Provision shall survive (i) the termination or suspension of your Account or this Agreement or of any subsequent account you hold with us or agreement between us; (ii) changes to accounts or related services; (iii) the bankruptcy of any party; (iv) other legal proceedings; (v) transfer or assignment of accounts or any related services; and (vi) any use of the right to setoff or other self-help remedies. In the event of any conflict or inconsistency between this Arbitration Provision, on the one hand, and other terms of this Agreement or the arbitration administrator’s rules, on the other hand, this Arbitration Provision will govern.

Before you may seek arbitration you must first send to Erebor, by certified mail, a written Notice of Dispute (“Arbitration Notice”). The Arbitration Notice to Erebor should be addressed to: Erebor Bank, NA, Attention: Arbitration Notice, 500 Neil Avenue, Suite 140, Columbus, OH 43215 (“Arbitration Notice Address”). The Arbitration Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”).

Before Erebor may seek arbitration of any claim or dispute it has against you, Erebor shall be required to send to you, by certified mail to your official address on file in Erebor’s records, a written Arbitration Notice. The Arbitration Notice shall (i) describe the nature and basis of the claim or dispute between us; and (ii) set forth the specific relief sought by Erebor. Such Arbitration Notice may also take the form of a motion to compel arbitration if you have filed an arbitrable claim against Erebor in court. If a party files a lawsuit in court asserting a claim that is subject to arbitration and the other party files a motion to compel arbitration with the court which is granted, it will be the responsibility of the party asserting the claim to start the arbitration in accordance with the administrator’s rules and procedures.

The arbitration will be governed by the Commercial Arbitration Rules and, to the extent applicable, the Mass Arbitration Supplementary Rules (collectively “AAA Rules”) of the American Arbitration Association (“AAA”), in effect at the time the demand is filed, as modified by this Arbitration Agreement, and will be administered by the AAA. The AAA Rules are available online at www.adr.org, or by calling the AAA at 1.800.778.7879.

The parties shall pay administrative, hearing and arbitrator fees in accordance with the AAA’s Rules and fee schedules. However, if you notify us in writing that you cannot pay your share of the fees and could not obtain a fee waiver from the AAA (after submission of any required forms and documentation), and if your request is reasonable and in good faith, we will pay or reimburse you for all or part of your fees. If the arbitrator determines that any party’s claim or defense violates the standards of Federal Rule of Civil Procedure 11(b), the arbitrator may award fees and expenses reasonably incurred by the other party if they could be imposed under Federal Rule of Civil Procedure 11, the AAA Rules, or other applicable law. The parties shall bear the fees and expenses of their own attorneys, experts and witnesses unless otherwise required by applicable law, this Arbitration Agreement or the AAA Rules.

If AAA is unable or unwilling to serve as the provider or administrator of arbitration and the parties are unable to agree on a substitute, a court with jurisdiction will select the arbitration organization or arbitrator. A single arbitrator will conduct the arbitration and shall be an attorney with at least 10 years of experience practicing law or a retired judge, unless the parties agree otherwise.

Unless Erebor and you agree otherwise, any arbitration hearings will take place in the county of your billing address. If your claim is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules.

The arbitrator shall decide the Dispute in accordance with applicable substantive law and the terms of this Arbitration Provision. The arbitrator shall follow applicable statutes of limitation and honor valid privilege claims. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator’s decision, including any award, will be binding on the parties. Judgment upon any award may be entered in any court of competent jurisdiction. Except as provided under the FAA, the arbitrator’s award is not subject to review by the court and cannot be appealed. No arbitration award involving the parties will have any preclusive effect as to issues or claims in any Dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in prior Disputes involving other parties have preclusive effect in an arbitration between the parties to this Arbitration Provision.

CLASS ACTION WAIVER—The parties expressly waive any right or ability to maintain a class action, collective action, private attorney general action or other representative proceeding in court or in arbitration in any form. The parties agree that the arbitrator may not conduct a class arbitration, collective action or any claims brought as a plaintiff or class member in any class, collective or representative arbitration proceeding. Unless all parties agree otherwise or the AAA or other arbitration administrator so orders, the arbitrator may not consolidate or join more than one person’s claims with claims of any other person or entity. YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE LAWSUIT IN COURT OR IN ARBITRATION BASED IN WHOLE OR IN PART ON A DISPUTE WITH EREBOR.

If any part of this Arbitration Agreement is found to be invalid or unenforceable, then that specific part shall be severed, and the rest of this Arbitration Agreement will continue in full force and effect, except that: (i) the entire Arbitration Agreement (other than this sentence) shall be null and void with respect to any claim asserted on a class, representative or multiple-party basis if the Class Action Waiver is held to be invalid with respect to such claim and that determination becomes final after all appeals have been exhausted; and (ii) if a court determines that a public injunctive relief claim may proceed notwithstanding the Class Action Waiver or other terms of this Arbitration Agreement and that determination becomes final after all appeals have been exhausted, then the public injunctive relief claim will be decided by a court, any individual claims will be arbitrated, and the parties will ask the court to stay the public injunctive relief claim until the other claims have been finally concluded.

Right to Opt Out of Arbitration Agreement

If you do not want this Arbitration Provision to apply, you may reject it by mailing us a written rejection notice which gives your full name, address and Account number as listed on your Account and contains a statement that you reject the Arbitration Provision in your Agreement. The rejection notice must be signed by you and sent by U.S. Mail to Erebor Bank, NA, Attention: Arbitration Opt Out, 500 Neil Avenue, Suite 140, Columbus, OH 43215 within 30 days of the later of (a) the date you opened your account or (b) the date we sent you notice of this Arbitration Agreement. Rejection of this Arbitration Provision will not affect your other rights or responsibilities under this Agreement and will not adversely affect your account. Rejecting this version of the Arbitration Provision will not reject the previous version, which will remain in full force and effect according to its terms. Your rejection of this Arbitration Provision shall not be imputed to any other person or entity or be deemed to be a rejection of this Arbitration Provision by any person or entity other than you. Nor shall your rejection of this Arbitration Provision eliminate the obligation of other persons or entities who wish to reject this Arbitration Provision to comply with the notice and time requirements of this opt out provision.