Introduction

This agreement (“Agreement”) provides the terms and conditions for the payment service (“Shieldpay Service”) that Shieldpay, Inc. (“we”, “us”, “our” or “Shieldpay”) offer. This document explains how the Shieldpay Service works and other important things that you need to know. They are intended to be clear and easy to read. This Agreement includes, among other things:

• Our obligations to you;
• Your obligations as a user of the Shieldpay Service;
• The ways in which we may send you notices and disclosures;
• Limitations on our liability to you;
• Your agreement to arbitrate certain disputes arising under portions of this agreement (see Section 31 below); and
• Your mutual agreement with us regarding the laws governing the services offered under this Agreement.

If you want to know anything about the terms and conditions applicable to the Shieldpay Service, then refer to this document first. These terms may be supplemented with terms and conditions that apply to other services we might provide, such as any terms or instructions we present to you when you use the Shieldpay Service. Where we do provide additional terms, these terms need to be read together with the terms governing those services, which are available at www.shieldpay.com/us/legal. You can request or download a copy of these terms at any time by contacting us or by clicking on the download button above.

Shieldpay and the Shieldpay Service is sponsored by and on behalf of Community Federal Savings Bank, (“CFSB” or the “Bank”) to which Shieldpay acts as a service provider.

Our relationship with you

This Agreement governs your use of our secure customer website and mobile application (the “Shieldpay Platform”) and the Shieldpay Service. Although your agreement for this service is with us, you agree that we are sponsored by and are offering you these services in our capacity as a service provider to CFSB for whom we administer the Shieldpay Service.

We or the Bank reserve the right to modify the scope of the Shieldpay Service at any time, and to refuse to make any transaction you request. We also reserve the right to terminate this Agreement, and terminate your access to the Shieldpay Platform and Shieldpay Service, in whole or in part, at any time. By giving you access to the Shieldpay Platform, neither Shieldpay nor the Bank are offering or establishing for you any form of account with the Bank or with us.

The payment service we administer

The Shieldpay Service enables registered users in the United States, holding a US bank account (each a “User”) to make or receive immediate or future payments to or from other Users, also located in the United States (each a “Payment Transaction”). We facilitate secure payments by allowing Users who want to pay another person in the United States (“Payment Sender”) to create a Payment Transaction that will deliver to the recipient only at a time, or upon the occurrence of a condition, determined by the Payment Sender. The Payment Sender will provide sufficient funding to pay for the requested transaction, and provide us with instructions on the time or conditions that must be met before we are to deliver that payment to the Payment Sender’s designated recipient (“Payment Recipient”).

In order to enable you to make or receive a Payment Transaction, you will need to become a User.

Shieldpay users

Only persons registered as Users may use the Shieldpay Service to send or receive payments. To apply to become a User, you will be required to fill out an application with us on the Shieldpay Platform, and be accepted by us. We and CFSB reserve the right to reject applications for any reason permitted by law or for other legitimate reasons.

You will also need to create, at a minimum, a user name, password and pin code for accessing the Shieldpay Platform (“Access Credentials”) and to register with us a current U.S. bank account you hold into which you will receive funds whenever you are a Payment Recipient (“Designated Account”). You will also need to review and agree to our Disclosure and Consent to the use of Electronic Communications and Signatures , which is incorporated by reference into this agreement.

By agreeing to these terms, and after being accepted by us, you will become a User who is able to both make Payment Transactions and also be a Payment Recipient who can receive Payment Transactions into your Designated Account via the Shieldpay Platform initiated by other Users.

If you want to make a Payment Transaction to a Payment Recipient or request a Payment Sender to make a Payment Transaction who is not a User, when you provide the desired Payment Sender or Payment Recipient’s details to us, we will contact them and invite them to sign up to become a User. In such instance and for this purpose, you agree that you have the right to provide us with the relevant contact information for such person so we can contact them. If the Payment Sender or Payment Recipient decline to apply, or if we and/or the Bank reject their application for any reason, the Payment Transaction will not proceed.

By applying to become a User of the Shieldpay Service and Shieldpay Platform, you represent and warrant that:

• If an individual, you are of the legal age of majority in your jurisdiction, but in all events at least 18 years old;
• You have full authority to apply to become a User and agree to these terms;
• You are not an existing User, unless you are acting as a disclosed agent, as set forth below;
• The Designated Account you provide is a US bank account, which, unless you are acting as a disclosed agent as set forth below, is held in your name and over which you exercise legal authority and control;
• You will not be violating any laws or regulations by registering with the Bank or us, entering into or by performing any part of this Agreement, or by otherwise using the Shieldpay Service or Shieldpay Platform;
• You are not an agent acting for an undisclosed principal or third party beneficiary. In the event that you are acting for a third party, you agree to provide the Bank and us with certified copies of identification evidence of such authorizations that you have received from the third party and obtain the Bank’s and our express approval before acting on that third party’s behalf; and
• All information provided by you as part of your registration and use of the Shieldpay Service is accurate and complete as the Bank and we will use those details to contact you wherever required in relation to the Shieldpay Service. You may update your contact details at any time by logging into the Shieldpay Service and/or to promptly notify and update us and the Bank of any changes to such information by contacting support@shieldpay.com.

Multiple registrations on the Shieldpay Platform for the Shieldpay Service are prohibited. You may register only once, and each User must maintain a separate registration. If we detect multiple active registrations for a single person, we reserve the right to merge or terminate the registrations and refuse you continued access to the Shieldpay Platform and all continued use of the Shieldpay Service without notification to you.

Information Authorization and Verification

Your Application to become a User may not be fulfilled if we cannot verify your identity or other necessary information. To help the government fight the funding of terrorism and money laundering activities, U.S. Federal law requires Shieldpay and the Bank to obtain, verify and record information that identifies each User in connection with the Shieldpay Service.

Through your enrollment as a User, you agree that we and the Bank reserve the right to request a review of your credit rating at our expense through an authorized bureau. In addition, and in accordance with our Privacy Notice, you agree that we reserve the right to obtain personal information about you, including without limitation, personal details (including name, address, date of birth, taxpayer ID (TIN), social security number (SSN), phone number (including mobile), email address) and other information that allows the Bank and us to identify you. We may require you to provide documentation, which may include your passport, driver’s license, or other government issued photo identification document. We may also contact you if we have additional information requirements. You further understand and agree that in accordance with the terms of our Privacy Notice, which you can find at www.shieldpay.com/us/legal, the Bank and we reserve the right to use personal information about you for our and the Bank’s everyday business purposes, such as to maintain your ability to access the Shieldpay Service, to authenticate you when you log in, to send you information about the Shieldpay Service, to perform fraud screening, to verify your identity, to perform the Shieldpay Service, to comply with laws, regulations, court orders and lawful instructions from government agencies, to protect the personal safety of Users or the public, to defend claims, to resolve disputes, to troubleshoot problems, to enforce this Agreement, to protect our rights and property, and to customize, measure, and improve the Shieldpay Service and the content and layout of the Shieldpay Platform.

Additionally, we and CFSB may use your information for risk management purposes and may use, store and disclose your information acquired in connection with this Agreement as permitted by law and our Privacy Notice, including (without limitation) any use to effect, administer or enforce a transaction or to protect against or prevent actual or potential fraud, unauthorized transactions, claims or other liability. We and CFSB shall have the right to retain such data even after termination or expiration of this Agreement for risk management, regulatory compliance, audit reasons and as permitted by applicable law for everyday business purposes.

Compliance with Office of Foreign Assets Control (OFAC) and International Sanctions

All U.S. persons, including U.S. banks, bank holding companies, and non-bank subsidiaries, must comply with OFAC’s regulations and such other international regulations in connection with sanctions and other embargoed countries or activities. This means that as part of our verification procedures, our and the Bank’s ongoing monitoring processes, risk management, regulatory compliance, audit reasons and as permitted by the Privacy Notice and applicable law, we may institute a hold on a User’s Payment Transaction, Designated Account or funds that the Bank receives, if you are a Specially Designated National, Blocked Person or fall into the scope of a country-based sanction or embargo program.

Designated Accounts

When you are a Payment Recipient, any funds you are entitled to receive from other Users will be paid into your Designated Account. By providing us with your Designated Account information, you authorize us to credit payments to that account and, if necessary, to electronically debit that account to correct erroneous credits.

You may change your Designated Account by notifying us on the Shieldpay Platform in the manner we designate, but we may need to carry out additional checks and verifications (as set forth above in Section 5) before your new Designated Account becomes an active account that we can pay into. Until we notify you that we have completed our due diligence and have accepted your request for a new Designated Account, you agree that we may continue to pay funds to you into your existing Designated Account. You may only have one Designated Account at a time. You agree we may refuse to accept a new Designated Account for any lawful reason.

All Users are responsible for providing us with current and correct Designated Account information. If you are a participant in a Payment Transaction and you or your desired Payment Recipient have given incorrect Designated Account information or have failed to timely update your Designated Account, as described above, we will have no liability to you if you are unable to recover the funds. You agree that it is your responsibility to coordinate with any Payment Senders to ensure that any requested changes to your Designated Account are accepted by us before the Payment Sender attempts to send you a Payment Transaction.

Setting up a Payment Transaction

Each Payment Transaction you request as a Payment Sender will require you to complete two separate steps:

• Payment Order: You will need to use the Shieldpay Platform to provide us with detailed instructions to make a Payment Transaction to a Payment Recipient; and
• Payment Funding: You will need to make a payment to the Bank in the amount of the funds you want to pay to the Payment Recipient corresponding to amount specified in the Payment Transaction. Once received, the funds will be held until the Bank delivers them to the Payment Recipient at a specific time or upon the occurrence of a condition that you specify with us.

To set up a Payment Order, you must log on to the Shieldpay Platform and create, authorize and authenticate an instruction form, in the manner we require. In order for you to create a valid Payment Order you will need to:

• Provide us with details for the Payment Recipient or Payment Sender (whichever is applicable) that we require, comprising at least their full name, email address and/or mobile phone number—we may need additional information to enable us to match the desired Payment Recipient or Payment Sender (whichever is applicable) with the relevant User or to contact that person you wish to transact with to invite them to become a User;
• Specify the amount of the Payment Transaction to be made to the Payment Recipient;
• Select and/or provide a brief description of the nature and reference for the Payment Transaction;
• Specify either that you want payment to be made (i) immediately upon Payment Funding clearing to us, (ii) on a specific future date; or (iii) when certain specified conditions have been satisfied (e.g. that you have notified us via the Shieldpay Platform that a contract has been completed, goods have been received or the Payment Recipient has notified us that goods have been dispatched);
• If a specific date for the Payment Transaction is not specified and the Payment Transaction is conditional, you must also specify a long-stop date not exceeding three calendar months from the date of the Payment Order by which the Payment Transaction will be made. For a longer stop date, you will need to use our escrow service, which we may offer to you separately which you can access in the Legal section of our website at www.shieldpay.com/us/legal.

Once you submit a Payment Order we will validate the details and, if the Payment Recipient or Payment Sender is not a User, we will take steps to invite the person to join the Shieldpay Platform. If the desired Payment Recipient or Payment Sender completes those steps, we will confirm that the Payment Sender should proceed to provide Payment Funding.

If the desired Payment Recipient is not registered as a User on the Shieldpay Platform and you provided Payment Funding for the Payment Order, but the Payment Recipient does not register with us within seven business days from our invitation to register or we and/or the Bank decline their application to become a User, we will cancel the Payment Order and return the amount you have funded to you, subject to our legal obligations.

To set up Payment Funding, you must access the Shieldpay Platform using your Access Credentials and provide payment in one of the accepted funding forms specified in the support section of our website. It is your sole responsibility as a Payment Sender to provide all necessary authorizations for the transmittal of Payment Funding to CFSB to complete any Payment Transaction.

It is important that you provide Payment Funding exactly equal to the proposed Payment Order– no more, no less. You agree not to make any Funding Payment that does not relate to a proposed Payment Order you have already placed with us. We will not accept any Payment Funding for a Payment Order split into multiple payments. If we receive funds less or more than the amount of the intended Payment Order, then we will not make any part or over-payment and will return the entire funded amount to you within a reasonable amount of time.

You will not have completed a valid request for a Payment Transaction until we have received both a complete Payment Order and the Payment Funding corresponding to the Payment Order. Payment Funding received by us after 4:00 pm Eastern will be deemed received on the following day. A Payment Transaction will be paid in a single payment to a Payment Recipient.

How we complete a Payment Transaction

Once we have received a valid Payment Order, the Payment Funding will be held until the time you have asked us to complete the Payment Transaction. This might be on a future date you specify, upon your notice to us that specific conditions that you have specified are satisfied, or promptly after you have provided your Payment Funding (“Funds Release Time”). If the Funds Release Time falls on a non-business day, or is notified to us after 3:30 pm Eastern, the ACH transaction will initiate on the next business day.

At the Funds Release Time, CFSB will initiate an ACH transfer to effectuate the Payment Transaction to the Designated Account of the Payment Recipient. We and the Bank may, in certain circumstances, offer same day ACH processing, but additional charges will apply.

You further acknowledge and agree that neither we nor the Bank is under any obligation to verify that a Payment Recipient’s account name matches their Designated Account number. You further acknowledge and agree that the financial institution holding the Payment Recipient’s Designated Account may choose not to investigate discrepancies between account names and account numbers, and that neither we nor the Bank has any responsibility to investigate discrepancies between account names and account numbers. You agree that the Bank and we may rely solely and completely on the Designated Account number provided by the Designated Recipient when completing a Payment Transaction.

You agree that neither we, nor the Bank will be liable in any way for any payments that you may receive, regardless of whether you authorized the Payment Sender to send them to you.

We will use reasonable efforts to complete all your Payment Transactions properly. However, neither we, nor the Bank nor any of its or our agents, affiliates, holding companies, subsidiaries, employees, officers, directors, service providers, or subcontractors will be liable for any of the following:

• If, through no fault of the Bank or ours, your funding source for the Funding Payment does not contain sufficient funds to complete the Payment Transaction or would exceed the credit limit of your funding source;
• The Shieldpay Service or Shieldpay Platform is not working properly and you know or have been advised by us about the malfunction before you provide the Payment Order and Payment Funding;
• The payment is refused as described in Section 11 below;
• The desired Designated Recipient is not a User, fails to apply to become a User or we reject such person’s application to become a User;
• You have not provided us with the correct or sufficient information, including but not limited to the correct Payment Recipient information or Designated Account information; or
• Circumstances beyond our control (such as, but not limited to, fire, flood, network or system down time, issues with the financial institution, or interference from an outside force) prevent the proper execution of the Payment Instruction, despite reasonable precautions that we have taken.

It is the responsibility of the Payment Sender and the Payment Recipient to ensure the accuracy of any information that they enter into the Shieldpay Service (including but not limited to the Payment Orders, Payment Funding, Designated Account information, name, telephone number and/or email addresses), and for informing us as soon as possible if they become aware that this information is inaccurate. We will make a reasonable effort to stop or recover a payment made to the wrong person or entity once informed, but we and the Bank do not guarantee such stoppage or recovery and will bear no responsibility or liability for damages resulting from incorrect information entered by the Payment Sender or Payment Recipient.

International Transfers Prohibited

You understand and agree that the Shieldpay Service and Shieldpay Platform are designed and intended for domestic use within the United States of America only. You agree to only use the Shieldpay Service to conduct transfers to persons located within the United States.

We may refuse to complete a payment transaction

We and the Bank reserve the right in our sole discretion to refuse a Payment Order you place with us or we may not complete a Payment Transaction for any reason, including, but not limited to any of the following:

• Our inability to match your Access Credentials with your Designated Account;
• Incorrect details and information related to the Payment Recipient or the Payment Transaction;
• An insufficient Payment Funding;
• You or we have noticed termination of this Agreement;
• The Payment Transaction seems unusual or you ask us to carry out any unusual transactions;
• We reasonably suspect fraud or illegal activity or that the funds are the proceeds of illegal activity or are generated from what we regard as a high risk activity or from a recognized high risk country;
• We reasonably suspect that you are using the Shieldpay Platform for any prohibited purpose described in this Agreement;
• You have told us that your Access Credentials have been compromised;
• You have failed either to fund the proposed Payment Transaction or have funded it with the incorrect amount;
• The Payment Recipient is not a User or we have terminated our agreement with them;
• We do not have details of a working or verified Designated Account for the Payment Recipient;
• We have suspended or restricted our services to either you or the Payment Recipient;
• We reasonably believe making the Payment Transaction would damage our or the Bank’s reputation;
• The value of the funds subject to the Payment Transaction transferred to CFSB exceeds our or the Bank’s risk appetite; or
• Where the execution of the Payment Order would not fall within our or the Bank’s accepted risk tolerance as a business and/or with our banking partners.

You can find detailed information on what circumstances might fall within the above restrictions on payments by accessing the Support section of our website. You can also find more information about permissible and lawful use of the Shieldpay Service by accessing our Acceptable Use Policy.

Where it is lawful for us to do so, we will notify you, (giving the reason if that is possible, and by a notification to your mobile device on which our App is loaded and by email) that the Payment Order is being refused, or that we or CFSB are refusing to complete a Payment Transaction. We will tell you as soon as is practicable, and will attempt to do so by the end of the next business day. We will also tell you how you can contact us to discuss this with us.

Returning Payment Funding to you

From time to time, we may have cause to return Payment Funding to you, including, but not limited to when:

• You validly cancel or change a Payment Order;
• We or the Bank determine not to complete a requested Payment Transaction;
• You underpay or overpay for a Payment Order;
• We suspend your use of the Shieldpay Platform or terminate you or your Payment Recipient as a User; or
• When some or all of your Payment Funding is returned to us from the Payment Recipient in relation to a Payment Transaction which we have completed for you.

In such circumstances where we need to return Payment Funding to you, we will return such funds to the payment source where we are able, or, where we are unable to do so, we will send payment to your Designated Account subject to our and the Bank’s legal obligations. For example, if we need to pay any funds back to you following an incomplete Payment Transaction you funded with a credit card, we will first try to pay the funds back to credit card. If your credit card account is closed, we will instead send the funds to your Designated Account.

Your ability to cancel or change a Payment Order

You can cancel or change a Payment Order at any time up until 4:00 pm (Eastern) on the business day prior to Funds Release Time by cancelling the Payment Order after logging into the Shieldpay Platform and authenticating the cancellation. Any request made after that time may be too late and the Payment Transaction may still be made by us. Where the Payment Transaction is dependent on specified conditions being satisfied, you cannot cancel the Payment Order once we have received notification of their satisfaction.

Where you cancel a Payment Order we may still be entitled to charge you a fee to cover our costs, unless prohibited by law.

If you wish to change the amount of the Payment Transaction, you will need to cancel the Payment Order and resubmit a new Payment Order. If you have already provided Payment Funding for the Payment Order that you timely cancel, we will return the funds to the source from which the original payment came, or we may, but are not required to, upon your request allocate the Payment Funding to the new Payment Order and return any excess amount to your funding source—or if there is a shortfall, you would need to immediately send the amount to correct such shortfall.

Multiple Payment Transactions

You may only set up one Payment Transaction at a time for any single Payment Recipient. You cannot designate multiple Payment Recipients for a single Payment Transaction.

If you want to make payments to multiple Payment Recipients you can do so by setting up multiple individual Payment Transactions for each of them—or you can use our Escrow Service. If you submit multiple Payment Orders, we will accept and process them in the strict order in which you make them and allocate Funding Payment we receive in the same order.

If you request multiple Payment Transactions, you will receive a request to provide Payment Funding for each Payment Transaction. You may add the sum of these funding request totals together and make a single Funding Payment for each of the requested Payment Transactions. If there is any shortfall in funding of any Payment Transaction then we will not process the associated Payment Order and the funds relating to that Payment Transaction will be returned to the source from which the original payment came.

We will not use any Payment Funding relating to a different Payment Transaction to fund a subsequent or previous Payment Transaction. This will apply even if you ask us to change the Payment Order, leaving a shortfall and there are other funds to cover the shortfall in your Payment Funding. CFSB will only hold Payment Funding that is allocated to specific Payment Transactions, they cannot be used to fund other Payment Transactions. If you fail to fully fund a Payment Transaction, the Payment Order will be rejected and the funds returned to you as set out in these Agreement.

Permitted uses of the Shieldpay Service

Unless we have agreed elsewhere to establish you as a business customer, your permissible use of the Shieldpay Platform is strictly limited to lawful personal uses only. This means, you may use it solely for the purpose of making Payment Transactions to Payment Recipients for personal family or household purposes. For more information about acceptable uses you can access our Acceptable Use Policy on our website.

Prohibited Use

You may not use the Shieldpay Service for any illegal purpose. If we suspect that you have used the Shieldpay Platform for any illegal purpose, we may decline, cancel or revoke any or all transactions you have requested and report such information we hold to law enforcement agencies as detailed in our Privacy Notice. We may also suspend or terminate your use of the Shieldpay Service.

The types of payments listed below are prohibited through the Shieldpay Service, and we have the right but not the obligation to monitor for, block, cancel and/or reverse such payments. You agree you are not allowed to use the Shieldpay Platform or Shieldpay Service in connection with such prohibited purposes. For information on additional activities or transactions that are prohibited under this Agreement, you can visit our Support section of our website.

We reserve the right to update and revise the prohibited uses of the Shieldpay Service at any time without notice to you, by updating this Agreement or updating our website.

Prohibited uses of the Shieldpay Platform and Shieldpay Service include:

• Payments to or from persons or entities located in prohibited territories (including any territory outside of the United States);
• The creation, facilitation, sale or distribution of any prohibited or illegal good or service or an activity that requires a governmental license where the customer lacks such a license;
• The creation, facilitation, sale or distribution of marijuana or marijuana paraphernalia, regardless of whether or not such sale is lawful in the jurisdiction in which customer operates, or your jurisdiction;
• The creation, facilitation, sale or distribution of adult content, including, but not limited to, online dating or marriage services, pornographic services and goods, adult entertainment related activities, or escort services;
• The sale, distribution or exchange of crypto currencies;
• The facilitation, sale or distribution chemicals, prescription medications, seeds or plants, dietary supplements, alcoholic beverages, jewels, precious metals or stones; foreign offshore shell companies;
• Outbound telemarketing;
• Online payday lenders.
• Payments that violate any law, statute, ordinance or regulation; and
• Payments related to: (1) tobacco products, (2) prescription drugs and devices; (3) narcotics, steroids, controlled substances or other products that present a risk to consumer safety; (4) drug paraphernalia; (5) ammunition, firearms, or firearm parts or related accessories; (6) weapons or knives regulated under applicable law; (7) goods or services that encourage, promote, facilitate or instruct others to engage in illegal activity;; (8) goods or services that promote hate, violence, racial intolerance, or the financial exploitation of a crime; (9) goods or services that defame, abuse, harass or threaten others; (10) goods or services that include any language or images that are bigoted, hateful, racially offensive, vulgar, obscene, indecent or discourteous; (11) goods or services that advertise or sell to, or solicit others; or (12) goods or services that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction; and
• Payments related to gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes; and
• Payments relating to transactions that (1) support pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes or multi-level marketing programs, (2) are associated with purchases of real property, annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (3) are for the sale of items before the seller has control or possession of the item, (4) constitute money- laundering or terrorist financing; (5) are associated with the following "money service business" activities: the sale of traveler's checks or money orders, currency dealers or exchanges or check cashing, or (6) provide credit repair or debt settlement services; and
• Tax payments and court ordered payments.

In addition to the above-referenced prohibited payments, we may also block and/or reverse payments that involve donations or payments to an unauthorized charity or non-profit organization, unless we have performed appropriate due diligence on and investigation of such charity or non-profit organization and have determined its legitimacy, in our sole discretion. In no event shall we be liable for any claims or damages resulting from your scheduling of prohibited payments.

Payment Transaction Statements

We will provide you with information on your Payment Transaction history, including records of your Payment Orders and Payment Funding transactions. These reports information may include information about the amount of payments you have made or received, fees you have paid to us, and dates of transactions.

You agree to receive this information electronically and that we may post this information on our secure website and send you a notification monthly by email or to your mobile device upon which our App is loaded, to notify you that this information is available.

Restricting, suspending or terminating Your Use of these Services

You agree that we may restrict, suspend or terminate your use of the Shieldpay Service at any time and for any reason, or no reason, and without notice. Restriction, suspension or termination shall not affect your liability under this Agreement whatsoever. We may also at any time suspend, restrict, cancel or terminate:

• Your ability to use your Access Credentials to access the Shieldpay Platform to request Payment Orders or to provide Payment Funding;
• Your ability to receive payments via the Shieldpay Platform; or
• Any Payment Transaction you have requested, including Payment Transactions for which you have provided Payment Funding.

We will try to inform you by giving reasonable notice that we will or have taken any of the steps above, but are not required to do so. You can request us to remove any restrictions or to revoke a termination at any time by contacting us, as described in Section 29 of this Agreement.

Access Credential security

You agree to keep your Access Credentials confidential and not share them with others. If there is more than one person authorized to give us instructions, each person will be issued with their own Access Credentials. Each person to whom these have been issued must do what he/she can to make sure that no one else can used them. Please do not write them down in a place where they may be easily discovered and/or without disguising them well. If you believe that someone has gained access to your account on the Shieldpay Platform or personalized credentials, you are required tell us as soon as possible by either contacting us by phone or using our secure messaging system on our website so we can suspend your account, allow us to investigate and where we believe the request is genuine arrange for you to get new credentials.

You agree to access the Shieldpay Platform and Shieldpay Service only from computers, devices, networks, and with software which you have reasonable assurance are secure and free from malicious software which could compromise your Access Credentials and other confidential information available through the Shieldpay Platform. For your protection, you should sign off after every session and close your browser or mobile device software application to ensure confidentiality. When you give someone your Access Credentials, you are authorizing that Person to use the Shieldpay Platform and Shieldpay Service, and you are responsible for all transactions performed by that person, even those that you did not intend. You are also responsible for transactions that you, or someone acting with you, initiate with fraudulent intent.

While the Shieldpay Service is always between Users who have been validated and accepted by us using our security, authentication and acceptance processes, this does not guarantee that the Payment Recipient has not misled us or you. You should therefore take reasonable steps to confirm the identity of the person you are dealing with and that the Payment Transaction is one that you should be making as you will not be able to claim a refund from us if we have followed instructions you gave us.

You agree that we may place cookies and other identifiers on the computers and mobile devices you use to access the Shieldpay Platform. Cookies help us confirm your identity and help us keep your transactions secure when you use the Shieldpay Platform. We also use cookies for various purposes such as maintaining continuity during an online session, gathering data about your use of the Shieldpay Platform and other websites, and optimizing the performance of the website.

Our fees

You agree to pay the fees for our services that we disclose to you on the Shieldpay Platform.

We will generally let you know when you set up each transaction what our fees will be for each of the Payment Orders you set up on the Shieldpay Platform. Fees relating to the Payment Orders are fully visible to you before you accept the Payment Order. Further information on our fees are published on the Shieldpay website. The Payment Order fees are deducted from the Payment Order amount prior to processing. Fees do not include any fees that your bank or the Payment Recipient’s bank may charge. Those fees may be deducted from your deposit (in the case of your bank) or the delivered amount (in the case of Payment Recipient’s bank).

There is no charge for becoming a User on the Shieldpay Platform.

Maintenance and changes to these terms and conditions

We will from time to time need to make changes to the services that we provide to you and maintain our systems and IT platforms in order to meet your requirements and needs and to ensure that we maintain an efficient service for you. We will endeavor to give you reasonable notice of scheduled maintenance to help avoid disruption to our services to you.

We may make changes to this Agreement (including our fees, but not including a Payment Order you have already placed with us). We may do this for any reason, including:

• If we reasonably consider that it will make these terms easier to understand or are otherwise beneficial to you;
• To reflect the way in which our business is run, particularly where such change is required because of a change in the manner in which financial systems or technology is provided;
• To comply with obligations placed on us by the Bank or because the Bank is required to do so by law or by a regulator;
• To reflect legal or regulatory requirements that apply to us;
• To reflect changes in the costs of running our business; or
• Because we are changing or introducing new services or products.

We will tell you about any changes under this section either by sending you a notice by email or SMS. We will try give you two months' notice before a change goes into effect, but reserve the right to update this Agreement without prior notice unless prohibited by law. In the event that there is a change which happens during the time which we have agreed to perform a service for you but the service has yet to be fully completed, the original terms and conditions (prior to any such change) shall apply until such service has been fully completed or has been cancelled or terminated in accordance with this Agreement, except where a change is required by applicable law to take effect sooner.

For the avoidance of doubt, any change relating to the addition of a new service, extra functionality or any such change which we believe in our reasonable opinion neither reduces your rights nor increases your responsibilities shall be deemed to be effective immediately. You are recommended to retain a copy of this Agreement at the time a service is requested for your records. You also may request a copy from us of the version of the Agreement in effect at the time of a particular Payment Order that you have requested by emailing support@shieldpay.com. You also agree that it is your responsibility to periodically check our website, www.shieldpay.com/us/legal, terms applicable to your use of the Shieldpay Service and the Shieldpay Platform. Your continued use of the Shieldpay Service and Shieldpay Platform after such notice to you or posting of updated terms on our website constitutes your acceptance of the updated terms of this Agreement. If you wish to reject the update, you agree to provide us notice that you wish to terminate your use of the Shieldpay Service or Shieldpay Platform.

Taxes

It is your responsibility to determine what, if any, taxes apply to the Payment Transactions you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any Payment Transaction.

If there is an error in carrying out a Payment Order

If we fail to make a payment we should have made or if we make a payment into a Designated Account of a Payment Recipient in error, you agree to notify us promptly. After a reasonable opportunity to confirm that an error occurred, we will re-execute an erroneous Payment Transaction correctly, or, if we are unable to do so, we will refund the Payment Funding to the Payment Sender as described in Section 10 of this Agreement.

If an error occurs due to your mistake, for example, you give us incorrect details for the Payment Recipient, you set the wrong date for a payment, or ask us to make a payment for the wrong amount, we will not be liable to you if you suffer a loss as a result of that or if you lose the funds. See Section 25 of this Agreement for a description of the limits on our liability.

If funds are paid to the wrong person or are lost, even if we are not at fault, we will make reasonable efforts to recover the funds or trace them and, if you write to us to ask for them, we can provide you with the information we have about the outcome of our efforts, including the details of the person who did receive the funds if we have them.

Disclaimer of Warranties

The Shieldpay Service is offered on an as-is basis. To the fullest extent permitted by law, we make no warranties of any kind, either express or implied, including but not limited to, implied warranties of merchantability or fitness for a particular purpose and non-infringement. We do not warrant that the Shieldpay Platform will be uninterrupted or error free, that information provided to you will be accurate or reliable, defects will be corrected, or that our website and mobile application that makes the Shieldpay Platform available is free of viruses or other harmful components.

Limitations on our liability to you

IN NO EVENT WILL WE, CFSB, OR ANY OF OUR OR THE BANK’S OFFICERS, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS, OR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION, LOSS OF DATA, FILES, PROFIT OR GOODWILL OR THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE) INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, WILLFUL MISCONDUCT, TORT, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SHIELDPAY PLATFORM, THE SHIELDPAY SERVICE, THE INABILITY TO USE THE SHIELDPAY PLATFORM OR SHIELDPAY SERVICE, DAMAGES FOR LOSS OF DATA, LOSS OF INCOME, FAILURE TO REALIZE EXPECTED REVENUES OR SAVINGS, LOSS OF PROFITS OR ANY ECONOMIC OR PECUNIARY LOSSEVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES .

WE AND THE BANK FURTHER DISCLAIM AND AN ALL LIABILITY FOR ANY GOODS OR SERVICES BOUGHT OR SOLD BY THAT YOU THAT ARE SETTLED THROUGH YOU PARTICIPATION IN THE SERVICE.

Some states may prohibit the limitation of liability for consequential or incidental damages. In those states the limitation of liability with respect to consequential or incidental damages (or other damages specified by law in such state) may not apply.

Except as specifically provided in this Agreement or otherwise required by applicable law, neither we nor CFSB officers, directors, shareholders, parents, subsidiaries, affiliates, agents, licensors, or third-party service providers will be liable for any loss, liability or damages arising in whole or in part out of out of:

• Any failure or misuse of:
  • Your equipment, or
  • Software provided by an external company such as an Internet browser provider, an Internet access provider, an online service provider or an agent or subcontractor of any of them;
  • Access to the Shieldpay Platform with your Access Credentials or any misappropriation, or alteration, of your information or data stored on the Shieldpay Platform, to the extent the access results from your acts or omissions;
• Your access to or use of, or failure to obtain access to the Shieldpay Platform, whether due to reasons within our or the Bank’s control or not;
• Our failure to properly complete a Transaction;
• Your misuse of the Shieldpay Service website or Shieldpay Platform;
• Errors made by you or a Payment Sender, such as making a transfer to an unintended person or transferring an unintended amount;
• Our or the Bank’s inability to complete a Transaction because we are or the Bank is prohibited by law, or for losses or damage caused as a result of actions taken due to our or the Bank’s obligations under applicable law or order;
• The accuracy, timeliness, loss or corruption, or misdelivery, of any Payment Transaction or other information through the Shieldpay Platform;
• Our decision to not complete a Payment Transaction, accept a new User, or to terminate, suspend or restrict any User, in accordance with this Agreement.

We do not make any representation or warranty that any content or use of the Shieldpay Platform is appropriate or available for use in locations outside of the United States.

We will not be obligated to honor, in whole or in part, any transaction or instruction which:

• Is not in accordance with any term or condition of this Agreement or any other agreement applicable to the relevant Additional Service or Linked Account;
• We have reason to believe may not be authorized by you or any other Person whose authorization we believe is necessary, or involves funds or other property subject to a hold, dispute, restriction or legal process we believe prevents the transaction or instruction;
• Would violate:
  • Any applicable provision of any risk control program of the Federal Reserve or the Consumer Financial Protection Bureau; or
  • Any applicable rule or regulation of any other federal or state regulatory authority;
• Is not in accordance with any other requirement of our policies, procedures or practices; or
• We have other reasonable cause not to honor for our or your protection.

In no event will we be liable for any failure of availability or performance due to scheduled system maintenance or circumstances beyond our control (such as power outage, computer virus, system failure, fire, flood, earthquake, or extreme weather).

Problems, disputes and questions

Please contact us immediately if you think that something has gone wrong with your account.

If a dispute arises in relation to a Payment Transaction with another Shieldpay User, or if you have any questions about the service we provide please contact us immediately with full details of what has happened and the nature of the dispute or question. We will do our best to resolve your issue. For more information, please visit the Support section on our website.

Terminating your Use of the Shieldpay Service and survival of provisions

This Agreement has no fixed term – this means that our Agreement continues indefinitely until we or you decide to terminate our relationship. You can terminate this agreement for any reason by calling or writing to us and giving us 10 business days' notice of your wish to terminate this Agreement.

If we decide to terminate our relationship we can do so immediately and at any time and without notice. We will notify you promptly after we have taken such action.

In our sole discretion, any Payment Transactions that you have asked us to make before any notice of termination, but which have not yet resulted in us releasing the funds to the other User, may be cancelled and any Payment Funds that we hold will be returned to you immediately in accordance with this Agreement.

Sections 18-31, as well as any other terms which by their nature should survive, will survive the termination of this Agreement.

Confidentiality

In accordance with our Privacy Notice, we will keep your information confidential and will not disclose any of your information to anyone other than to a third party in connection with the performance of services we provide to you, including another User in the performance of the services under this Agreement, or unless we are required to do so by law or regulation, we do so for the purposes of obtaining legal advice, or as part of an investigation or similar process by a regulator or authority.

Please review our Privacy Notice to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your information, available online at www.shieldpay.com/us/legal.

Communications and notice required under this agreement

You agree that we may communicate with you and provide any notice to you contemplated under this Agreement by email or SMS to such details as you have registered with us or through the Shieldpay Platform, via messages posted to our website or mobile application, or by mail. By providing us with a telephone number (including a wireless/cellular, mobile telephone number and/or email address), you consent to receiving calls and text messages from us at that number and/or e-mails from us related to our relationship with you under this Agreement. We will communicate with you in English.

If you wish to get in touch with us for any reason please do so using our chat function or visiting the contact us section of our website. You may also contact us and the Bank at:

You agree that we may require that certain notices contemplated under this Agreement that you may wish to give to us, such as a request to cancel a Payment Transaction or notice of completion of a condition to payment in a Payment Order, be delivered to us in a specific way to be effective. Please see the Support section of our website for further details.

No Waiver

We shall not be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by one of our authorized representatives. No delay or omission on our part in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

Release

You release us and the Bank (and both entities’ employees, officers, directors, shareholders, parents, subsidiaries, affiliates, agents, licensors, or third-party service providers) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with any dispute that may arise between you or one or more other Users of the Shieldpay Service. In addition, you waive California Civil Code A1542, which states that a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor.

Governing law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions. To the extent that the terms of this Agreement conflict with applicable state or federal law, such state or federal law shall replace such conflicting terms only to the extent required by law. Unless expressly stated otherwise, all other terms of this Agreement shall remain in full force and effect.

Your agreement to arbitrate disputes

YOU AGREE TO SUBMIT ANY DISPUTE THAT ARISES UNDER OR RELATED TO THIS AGREEMENT OR THE SHIELDPAY SERVICE BETWEEN YOU AND US OR CFSB (OR EITHER ENTITY’S EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS, OR THIRD-PARTY SERVICE PROVIDERS), OR BETWEEN YOU AND ANY OTHER USER, TO BINDING ARBITRATION. THIS MEANS THAT YOU WAIVE ANY RIGHT YOU HAVE TO FILE AN ACTION IN ANY COURT OF COMPETENT JURISDICTION AND WAIVE YOUR RIGHT TO HAVE A JURY PARTICIPATE IN THE RESOLUTION OF ANY DISPUTE OR CLAIM BETWEEN THE PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES ARISING UNDER THIS AGREEMENT.

Any arbitration shall be conducted in accordance with the rules of the American Arbitration Association (“AAA”) in accordance with its Revised Commercial Rules (2013), currently available at http://go.adr.org/commercialrules, as such rules may be revised by the AAA, and judgment upon the award rendered by the arbitral tribunal may be entered in any court having jurisdiction thereof.

The arbitral tribunal shall consist of a single arbitrator. The party initiating the arbitration proceeding shall, in the notice of arbitration, nominate an arbitrator duly qualified to preside, and if the other Party does not object to the nominated arbitrator, such arbitrator shall preside. If the other party objects by giving written notice to the other party, and if the parties do not agree on an arbitrator within ten (10) calendar days of such notice of objection, then a qualified arbitrator shall be appointed by the AAA. “Qualified” for purposes of this provision means a person licensed to practice law in a U.S. jurisdiction, with experience advising financial institutions or arbitrating disputes involving financial institutions and with expertise in financial services laws and regulations. The place of arbitration shall be New York, New York, unless the parties agree to another location, and all proceedings and written submissions shall be in English. The arbitration award shall be final and binding. The parties waive any right to appeal the arbitration award, to the extent a right to appeal may be lawfully waived.

Notwithstanding this agreement to arbitrate, each party retains the right to seek judicial assistance: (i) to compel arbitration, (ii) to seek temporary injunctive relief in any court with jurisdiction over the party against which the relief is sought (with such relief to extend only until the propriety of permanent relief can be decided by the arbitrator), (iii) to obtain other interim measures of protection prior to or pending arbitration, and (iv) to enforce any decision of the arbitrator, including the final award. Judicial assistance pursuant to this subsection may be sought in and of the courts located in New York, New York (and for purposes of provisions (ii) and (iii) exclusively in such courts), and the parties submit to the jurisdiction thereof. Injunctive relief shall be granted without the requirement of posting a bond.