Relay Visa^® Credit Card Cardholder Agreement

1. Introduction

This Relay Visa® Credit Card Cardholder Agreement (“Agreement”) explains the current terms and conditions of the credit card account (“Account”) and related card or access device (“Card”) issued by Thread Bank, its successors, assigns, and service providers (“Lender”). The enclosed “Important Disclosures” are part of this Agreement. Relay Financial Technologies Inc., (“Program Partner”) is responsible for managing the Account program on behalf of the Lender.

Be sure to read this Agreement, including the Important Disclosures, carefully. Keep them for your records. You may request a copy of this Agreement by contacting the Program Partner at support@relayfi.com.

When you see the words “you” or “yours” in this Agreement, they refer to each sole proprietorship, corporation, unincorporated association, limited liability company, limited liability partnership, or partnership ("Business Entity") who applied for (including electronically), received, and accepted the Account from Lender. When you see the words, “we”, “us”, or “ours” in this Agreement, they refer to Lender.

Important: This Agreement contains an Arbitration Provision. Please refer to the “Arbitration and Waivers” section of this Agreement. Be sure that you read the Arbitration Provision carefully and understand that unless you are a “Covered Borrower” protected by the Military Lending Act, the Arbitration Provision may significantly limit your rights if there is a dispute between you and us, including your right to bring or participate in a class action.

2. General Rules Governing Your Account

1. 2.1 How to Contact Us

You may contact us with any questions or concerns regarding your Account, including to access information about your Account. All communications between you and us will be handled by the Program Partner. The best way to contact the Program Partner for general inquiries is through email at support@relayfi.com.

There may be additional ways to contact us for specific issues, such as to dispute a transaction or report an error in information we have reported to credit bureaus, if applicable. See the sections titled “Merchant Disputes,” “Credit Reporting Information,” “Notices,” and “Your Billing Rights” for more information.

1. 2.2 Acceptance of Agreement

You accept this Agreement if you do not cancel your Account within 30 days after receiving a Card. You also accept this Agreement if you or an Authorized User use the Account.

1. 2.3 Changes to Your Agreement

We have the unconditional right to cancel your line of credit at any time in accordance with applicable law. We may change the rate, fees, and terms of this Agreement from time to time. We may add or delete any term of this Agreement. If required by applicable law, we will give you advance written notice of the change(s) and a right to reject the change(s). We do not intend to charge you a fee or interest charge that exceeds amounts we may charge under applicable law. If we determine that any fee or interest charge exceeds the amount we may charge under applicable law, we will credit the excess amount against your outstanding Account balance or refund the excess amount to you.

1. 2.4 Using Your Account

1. 2.4.1 Online or Mobile Access To Your Account

When an Account is established for you, you may be enrolled in an online portal or mobile application (collectively, “Online Services”) offered by the Program Partner that you can use to access your Account, view information about your Account and conduct certain transactions. You may also be given access to various features through the Online Services separate from your Account. If you cancel your enrollment in the Online Services at any time, we may close your Account.

Unless otherwise specified in this Agreement, the Online Services and its features are governed by the Program Partner’s additional terms of service and other agreements, as well as the Program Partner’s privacy policy, which may be provided to you separately or made available through the Program Partner’s website. Please review these documents carefully because by using the Online Services, you agree to be bound by them. These services are not provided or controlled by the Lender or this Agreement.

1. 2.4.2 Permitted Uses

You may use your Account to purchase or lease goods or services (each, called a “Purchase”) by presenting your Card or providing your Card number or other information by any means (for example, over the phone, online or through a mobile app) to participating merchants and establishments that honor the Card.

You must not use your Account:

• For any illegal purposes
• Regardless of whether it is legal or illegal, for internet gambling
• To pay us on this Account or any form of credit account you may have with us

If you use your Card for a prohibited transaction, we may declare you to be in default under this Agreement and may block such prohibited transactions or close your Account. If we do, you are still liable to us for all charges relating to such prohibited transactions and all other transactions on your Account.

1. 2.4.3 Authorized Users

You may be offered the ability to request additional Cards for other Business Entities you authorize to make Purchases on your Account (collectively called “Authorized Users”). You must notify the Program Partner if you want to cancel the authority of an Authorized User to use your Account. You are responsible for all charges made by your Authorized Users.

1. 2.4.4 Credit Authorizations

We may decline to authorize a Purchase for security or other reasons, even if you have sufficient available credit to complete the Purchase. We are not liable to you (or anyone else) if we decline to authorize a Purchase, or if a merchant or any other Business Entity refuses to accept your Card for a Purchase.

1. 2.4.5 Credit Limits

The Program Partner will disclose your initial credit limit to you or how that limit can be determined and include your current credit limit and available credit on the statements we send or make available to you. You must not exceed any applicable credit limit. If you do, we may request immediate payment of the amount by which you exceed the credit limit. We may increase or decrease any applicable credit limit without notice to you, subject to applicable law.

1. 2.4.6 Cash Advances

A cash advance is an advance of credit from your Account in the form of a loan. You may obtain cash advances as permitted for your Account. You may not use cash advances to pay any amount you owe with us.

1. 2.4.7 Renewal or Replacement Cards

You authorize us to send you and any Authorized Users a renewal Card or a replacement Card before the current Card expires. You and any Authorized User must destroy any expired Cards by cutting them up. This Agreement, including as amended, continues to apply to any renewal or replacement Cards we issue.

1. 2.5 Fees (See Your Important Disclosures for Additional Fees)

We will charge you up to 3% of the past due amount if we do not receive the total payment due by 7 days after the payment due date on your statement.

1. 2.6 Annual Percentage Rate (See Your Important Disclosures for the APRs that Apply to Your Account)

Your Important Disclosures set out the Annual Percentage Rates (APR) that apply to your Account, which may include variable APRs. Variable APRs are determined by adding the number of percentage points we specify to the Prime Rate. Variable APRs decrease or increase when the Prime Rate changes. If your Important Disclosures state that your APRs are “0%” or “N/A,” it means your Account is not subject to an APR.

1. 2.7 Transactions Made In Foreign Currencies

If you use your Account for a transaction in a foreign currency, the card network provider will convert it into a U.S. dollar amount. The card network provider will use its own currency conversion procedures. The conversion rate in effect on the processing date may differ from the rate in effect on the transaction date that appears on your statement. We do not adjust the currency exchange rate. We may charge for foreign transactions as set forth in the Important Disclosures.

1. 2.8 Statements

Your billing cycle commences from the date on which you open your Account and recurs monthly.

We will send or make available to you statements shortly after the end of each billing cycle with any activity, fee or interest charge or an ending debit or credit balance that exceeds $1.00.

Each statement will show, among other things, the outstanding balance at the start and end of the billing cycle (that is, the “previous total balance” and “total balance”, respectively); purchases; cash advances; payments, credits and adjustments; interest charges and fees; your available credit; your credit limit (as applicable); payment instructions; the total payment due; the payment due date; and any other information required by applicable law.

1. 2.9 Making Payments

1. 2.9.1 Payment Instructions

You must pay:

• In U.S. dollars
• For all amounts due on the Account, including cash advances and charges made by Authorized Users
• By allowing Program Partners to debit an electronic payment through the Automated Clearing House (“ACH”) network.

Do not send cash payments or payments via check, money order, certified check or cashier’s check. We will generally return these payments to the address we have for you in our records, but reserve the right to apply any mailed payments to your Account if it is in default at our discretion. We are not liable for any payment returned to you, including if the payment is lost or stolen.

We can accept late payments, partial payments or payments marked “payment in full” without losing any of our rights under this Agreement.

All credits for payments to your Card are subject to final payment by the institution on which the payment item is drawn. Depending on the type of payment you make, your available credit may not increase by the amount of the payment for up to 5 days after we receive the payment.

1. 2.9.2 Your Promise to Pay and Payment Amount Due

Each billing cycle, you must pay for all transactions made on your Account, which includes all transactions made by Authorized Users, as well as any fees. The total amount due must be paid by the payment due date shown on your statement.

1. 2.9.3 How We Apply Payments

We apply payments and credits at our discretion, including in a manner most favorable or convenient for us. In all cases, we will apply payments and credits first to fees, then to principal, unless otherwise required by applicable law.

3. Other Legal Terms and Conditions

1. 3.1 Default

You are in default (subject to applicable law) if:

• You fail to comply with the terms of this Agreement, including failing to make a required payment when due, exceeding your Account credit limit or using your Card for a prohibited transaction;
• You die or are declared legally or mentally incompetent;
• You file bankruptcy or another insolvency proceeding is filed by you or against you;
• You become insolvent or unable to pay your debts;
• You provide us with any false or misleading information; or
• We have any reason to believe you are unwilling or unable to pay your debts.

1. 3.2 Our Remedies If You Default

If you are in default, we may, subject to applicable law (including any applicable notice or cure requirement):

• Declare all or any portion of your outstanding Account balance as immediately due and payable;
• Allow you to repay your Account balance by paying the minimum payment due (or any other amount less than your outstanding Account balance) each billing cycle, without waiving any of our rights to declare all or any portion of your outstanding Account balance as immediately due and payable; or
• Commence a collection action against you and charge you our legal costs. These costs include reasonable attorneys’ fees, court or other collection costs and fees and costs of any appeal.

1. 3.3 Merchant Disputes

If you have a dispute with a merchant, you may request a credit to your Account by contacting the merchant or by notifying Visa at 1-833-852-1518. If we resolve the dispute in your favor, we will issue a credit to your Account. You assign to us your claim for the credited amount against the merchant or any third party. At our request, you agree to provide this assignment in writing.

1. 3.4 Automatic Billing Updates

You may set up automatic billing or store your Card or Account information with a merchant or other third party (collectively called “Permitted Party”). If you do, you authorize us to share your Card or Account information, which may include your rewards account balance, with the Permitted Party, regarding your use of the Account. If your Card or Account information changes, you authorize us to provide this updated information to a Permitted Party at our discretion. You must contact the Permitted Party directly or remove your Card or Account Information from the Permitted Party’s records (for example, a website) if you want to stop automatic billing or Account updates.

1. 3.5 Our Privacy Policy

We and the Program Partner will collect and disclose information about you and your Account as described in our respective Privacy Policies. Please read them carefully. They summarize:

• The personal information we and the Program Partner collect;
• How we and the Program Partner safeguard the confidentiality and security of personal information we collect;
• When we and the Program Partner may share the personal information we collect with others; and
• How you can limit our or the Program Partner's sharing of the personal information we collect.

1. 3.6 Credit Reporting Information

You authorize us to get information from consumer reporting agencies and other sources for servicing or review of your Account, collection and any other use permitted by applicable law, including to consider you for other products and services.

We will tell you if we requested a consumer report about you and give you the name and address of the consumer reporting agency that provides us a consumer report about you, if you ask us.

We may report information about your Account to the credit bureaus. Late payments, missed payments, or other defaults on your Account may be reflected in your credit report.

If we report information about your Account to the credit bureaus and you think any information about your Account that we reported is incorrect, please write to us at the Notice Address, Attn: Credit Reporting. Include your name, address, Account number, phone number and a description of the specific information you believe is incorrect. If available, please include a copy of the credit report in question.

1. 3.7 Our Communications With You

You agree that we, our successors, assigns, agents, representatives, service providers, or anyone acting on our behalf (collectively called “Authorized Parties”) may contact you, including calls, text messages or emails, about any current or future Accounts or applications, with respect to all products you have with us at any phone number or email (i) you have provided to us now or in the future, (ii) from which you contacted us now or in the future, or (iii) which we obtained and believe we can reach you at, even if your phone provider may charge you message and data rates for calls or texts.

You agree that the Authorized Parties may record or monitor any calls between you and the Authorized Parties. You agree to notify us if you change or discontinue using any phone number you provide.

You agree that the Authorized Parties may contact you using an automatic dialer or pre-recorded or artificial voice message.

This authorization is part of our bargain concerning this Agreement, and we do not intend it to be revocable. However, to the extent you have the right to revoke your consent to communications by automatic dialer, pre-recorded or artificial voice messages, or text messages to your cell phone under applicable law, you may exercise this right at any time by contacting the applicable Authorized Party directly or by sending a request to the Notice Address, ATTN: End Communications or by email to the email address above with the subject line “End Communications.” Your request must include your name, mailing address, the last four digits of your Account number, and the specific cell phone number(s) for which you would like to cancel your consent to be contacted by an automated dialer or pre-recorded or artificial voice message. To stop text messages only, you can respond “STOP” to any text message. To stop emails only, you can follow the opt-out instructions included at the bottom of the Authorized Parties’ emails.

1. 3.8 Cancellation of Your Account

You may cancel your Account. You will remain responsible for any amount you owe us under this Agreement.

We may cancel, suspend or not renew your Account at any time without notice, unless we are required to notify you.

1. 3.9 Governing Law

Except as set forth in the Arbitration Provision, federal law and Tennessee law govern this Agreement and your Account.

1. 3.10 Notices

You must send any legal notices to us at: complaints@relayfi.com or such other address we subsequently provide you (called the “Notice Address”), Attn: Notices (or as otherwise set forth in this Agreement). To the extent applicable law permits, any notice you send us is effective after we receive it and have a reasonable opportunity to act on such notice.

Any written or electronic correspondence we send you is effective when we send it to you at your mailing address (or your email address if you have authorized electronic communications), in each case as it appears in our records.

1. 3.11 Severability

Except as set forth in the Arbitration Provision, if any part of this Agreement is found to be invalid, the rest of this Agreement will still remain in effect.

1. 3.12 Enforcing this Agreement

We may delay enforcing or not enforce any of our rights under this Agreement without losing or waiving any of them.

1. 3.13 Assignment

We may sell, assign or transfer your Account or any portion of it without notice to you. You may not sell, assign or transfer your Account without first obtaining our prior written consent.

1. 3.14 Entire Agreement

You acknowledge that this Agreement is the entire agreement between you and Lender concerning the Account and Card. This Agreement supersedes and may not be contradicted by any evidence of any prior or contemporaneous written or oral communication or understanding between you and Lender concerning the Account or Card. If we offer or provide rewards in connection with the Account, you understand that the disclosures or information relating to such rewards are separate and not part of this Agreement.

4. Your Account Responsibilities

We strive to keep your Card and Account secure and provide you with tools and services to help you manage them. However, there are certain things you should do to protect your Card and Account.

1. 4.1 Protect Your Information

It is important that you protect your Card and Account information to prevent unauthorized use, misuse, or fraud. You must ensure that you and any Authorized Users:

• Keep the Card secure at all times.
• Keep any device (for example smart phones, tablets or other electronic devices) that can download, store or access Card or Account information secure at all times.
• Are careful about who you share Card or Account information with.
• Follow any Card activation process we tell you about, as soon as possible.
• Protect your PIN (personal identification number), telephone codes, online passwords and any other codes we provide or approve for you to use on your Account (collectively called the “codes”).

1. 4.2 Notify Us if Your Information Changes

You must notify us immediately by contacting us as detailed above if there is a change to your name, telephone number, mailing address, email address or any other contact information you provided us so that we can continue to provide you with statements and important messages about your Account.

1. 4.3 Notify Us if Your Card is Lost or Stolen

If your Card is lost or stolen or if you think someone may be using your Card or Account without your permission, you must notify us immediately by contacting us as detailed above.

5. Your Billing Rights:

Keep this document for future use. This notice explains how you can notify us of errors or mistakes concerning your Account.

1. 5.1 What to Do If You Find a Mistake on Your Statement

If you think there is an error on your statement, contact the Program Partner as indicated above.

In your letter, give the following information:

• Account Information: Your name and account number.
• Dollar amount: The dollar amount of the suspected error.
• Description of problem: If you think there is an error on your bill, describe what you believe is wrong and why you believe it is a mistake.

You must contact the Program Partner:

• Within 60 days after the error appeared on your statement.
• At least 3 business days before an automated payment is scheduled, if you want to stop payment on the amount you think is wrong.

You must provide notice of any potential errorsin writing.

1. 5.2 What Will Happen After We Receive Your Letter

When we receive your notice, we will do two things:

1. Within 30 days of receiving your notice, we will tell you that we received your notice. We also will tell you if we have already corrected the error.

2. Within 90 days of receiving your notice, we will either correct the error or explain to you why we believe the bill is correct.

While we investigate whether there has been an error:

• We will not try to collect the amount in question or report you as delinquent on that amount.
• The charge in question may remain on your statement and we may continue to charge you interest on that amount.
• While you do not have to pay the amount in question, you are responsible for the remainder of your balance.
• We can apply any unpaid amount against your credit limit.

After we finish our investigation, one of two things will happen:

• If we made a mistake: You will not have to pay the amount in question or any interest or other fees related to that amount.
• If we do not believe there was a mistake: You will have to pay the amount in question, along with applicable interest and fees. We will send you a statement of the amount you owe and the date the payment is due. We may then report you as delinquent if you do not pay the amount we think you owe.

If you receive our explanation but still believe your bill is wrong, you must write to us within 10 days telling us that you still refuse to pay. If you do so, we will not report you as delinquent without also reporting that you are questioning your bill. We will tell you the name of anyone to whom we reported you as delinquent, and we will let those organizations know when the matter has been settled between us.

If we fail to do all of the rules above, you do not have to pay the first $50 of the amount you question even if your bill is correct.

1. 5.3 Your Liability for Unauthorized Use of Your Card

If you notice the loss or theft of your Card or a possible unauthorized use of your Card, you should contact Visa immediately at 1-833-852-1518. You will not be liable for any unauthorized use that occurs after you notify Visa in accordance with the foregoing sentence. In any case, your liability will not exceed $50.

6. Arbitration and Waivers

Be sure that you read this provision carefully and understand that, this provision may significantly limit your rights if there is a dispute between you and us, including your right to bring or participate in a class action.

1. 6.1 Election to Arbitrate

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

1. 6.2 Applicability of the Federal Arbitration Act and Arbitrator’s Powers

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

1. 6.3 Informal Dispute Resolution

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

1. 6.4 Arbitration Procedures

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

1. 6.5 Arbitration Fees

If we initiate arbitration, we will pay all the administrator's filing costs and administrative fees (other than hearing fees). If you initiate arbitration, filing costs and administrative fees (other than hearing fees) will be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator's rules. We will pay the administrator's hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party bears the expense of its own attorneys' fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, this Arbitration Provision does not prevent these statutory rights from applying in the arbitration.

1. 6.6 Appeals

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

1. 6.7 No Class Actions

No Arbitration May Proceed on a Class, Representative, or Collective Basis (Including as Private Attorney General on Behalf of Others), Even if the Claim or Claims Subject to Arbitration Had Previously Been Asserted (or Could Have Been Asserted) in a Court as Class Representative, or Collective Actions in a Court.

Unless all parties in the arbitration consent in writing, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless all parties to the arbitration consent in writing , an award in arbitration determines the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and do not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator has the power or authority to waive, modify, or fail to enforce this subsection, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, is invalid and unenforceable. A court, not the administrator or any arbitrator, will determine the validity of any challenge to this subsection.

1. 6.8 Survival and Severability of Arbitration Provision

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

1. 6.9 Judicial Forum for Claims

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

1. 6.10 Waiver of Right to Litigate

The parties acknowledge that they have a right to litigate claims through a court before a judge or jury and knowingly and voluntarily waive that right by agreeing to this Agreement and Arbitration Provision.