Consumer Savings Account Agreement

Consumer Savings Account Agreement

Last Updated: October 22, 2024

Please read this Cleo Consumer Savings Account Agreement (the “Agreement”) carefully and retain it for  your future reference. This Agreement contains the general terms, conditions and disclosures related to  the demand deposit account (the “Account”) made available to eligible consumers by Cleo AI Inc  (“Program Partner”), the program partner responsible for managing the Account program, in  partnership with Thread Bank, a bank chartered under the laws of the State of Tennessee (the “Bank”).

When you see the words “we,” “us,” or “our” in this Agreement, it refers to the Bank any of the Bank’s  affiliates, successors, or assignees. When you see the words “you” or “your,” the individual who opens  an Account and in whose name an Account is maintained on our records, and any joint owner of each  Account. "Account" means your consumer demand deposit account with us.

By opening and continuing to hold an account with us, you agree to be bound by this Agreement and are  establishing a deposit account at Thread Bank. Your deposits qualify for up to $3,000,000 in FDIC  insurance coverage when placed at program banks in the Thread Bank deposit sweep program. Your  deposits at each program bank become eligible for FDIC insurance up to $250,000, inclusive of any other  deposits you may already hold at the bank in the same ownership capacity. You can access the terms  and conditions of the sweep program at https://go.thread.bank/sweepdisclosure and a list of program  banks at https://go.thread.bank/programbanks. Please contact customerservice@thread.bank with  questions on the sweep program.

IMPORTANT NOTE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS  ACTIONS AND YOUR RIGHT TO A JURY. THE TERMS OF ARBITRATION AND THE WAIVER APPEAR IN THE  SECTION OF THIS AGREEMENT TITLED “ARBITRATION AND WAIVERS” BELOW.

1 Account Overview

1.1 How to Contact Us

You may contact us with any questions or concerns regarding your Account, including to access your  statements and transaction history. All communication between you and us will be handled by the  Program Partner.  

The best way to contact us is through email at team@meetcleo.com. You may also contact us by using  our Chat feature. Chat support is available on the Cleo Mobile App, 24 hours/day, 7 days/week. You can  download the Cleo App via the Apple App Store and Google Play.

For disputes and for MLA disclosures, please email us at team@meetcleo.com.

1.2 Type of Account and Eligibility

The Account is a demand deposit account used to hold your deposits and make certain types of  payments and transfers. When we receive the funds that you deposit to your Account, the funds will be  held and accounted for so as to be insured by the Federal Deposit Insurance Corporation (“FDIC”),  subject to applicable limitations and restrictions of such insurance. To open an Account, you must be a

United States citizen or lawful permanent resident, or a pre-approved non-resident alien, have a  physical address within the fifty (50) United States, the District of Columbia, or a U.S. territory or a  military address (APO or FPO), be at least 18 years of age, and have a valid Social Security Number or Tax  Identification Number. Other eligibility requirements may apply and non-resident aliens will be subject  to enhanced due diligence requirements and Know Your Customer deliverable obligations. This Account is only available to individuals for personal, family or household purposes and may not be opened by a  business in any form or used for business purposes.

We may set such eligibility criteria or decline to open an Account for any reason permitted by law and at  our sole discretion. We are not liable for any Losses (as defined below) resulting from refusal of an  Account relationship. We may also limit the number of Accounts that you have in our sole discretion.  Your Account is subject to security and fraud prevention restrictions at any time, with or without notice.  

You may only withdraw money from this account in the manner(s) described in Section 3.5 of this  Agreement. We are unable to accept cash deposits, or any other type of deposit to the account outside  of direct deposit. For further information please see Section 3, “General Rules Governing your Account.”  

1.2.1 Account Types  

We offer two (2) types of Account types: Cleo Savings and Cleo Grow.  

When you open an Account using the savings product online, you may choose to sign up for a Grow  subscription. Doing so will result in a Cleo Grow Account being opened at the time of enrollment. If you  choose not to sign up for a Cleo Grow subscription, a Cleo Savings Account will be opened for you. If you  cancel your Cleo Grow subscription, your Account will be converted to a Cleo Savings Account.

The Account type opened may affect your interest rate and fees as set forth in this Agreement. All terms  contained in this Agreement apply equally to all Account types, unless otherwise stated in this  Agreement.

1.3 Online or Mobile Access To Your Account

When you open an Account, you may also be enrolled in an online banking service or mobile application  (collectively, “Online Banking 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 Banking Services separate from your Account. If you  cancel your enrollment in the Online Banking Services at any time, we may close your Account as  detailed below.  

Unless otherwise specified in this Agreement, the Online Banking 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, http://meetcleo.com. Please review these documents carefully because by  using the Online Banking Services, you agree to be bound by them. These services are not provided or  controlled by the Bank or this Agreement.

1.4 Paperless Account

To open an Account, you must agree to go “paperless.” This means that you must (a) provide us with  and continue to maintain a valid email address and (b) accept electronic delivery of all communications  that we need or decide to send you in connection with your Account by agreeing to the Program  Partner’s ESIGN agreement.  

1.5 Titling and Ownership of Accounts

The Account may only be owned in the name of one person who may make deposits and transfer or  withdraw funds. The Account cannot be owned or titled as a joint account, trust account, a Uniform  Transfers to Minors (UTMA) account or a Payable-On-Death (POD) account.

1.6 How To Open an Account

You may open an Account by downloading the Cleo mobile application and following the instructions  within the savings application.

Each person completing the Account opening process or otherwise completing any Account opening  requirements represents and warrants that he, she or they:

● Are authorized to execute all documents or otherwise complete our requirements in his, her or  their stated capacity;

● Have furnished all documents or other information necessary to demonstrate that authority;

● Will furnish other documents and complete other requirements as we may request of him, her,  or them;

● Certify that, to the best of his, her or their knowledge, all information provided to us is complete  and correct; and

● he, she, or they have read this Agreement and agree to be bound by and comply with its terms.

We may refuse to recognize any document affecting the Account that appears to us to be incomplete,  improperly executed, or fraudulent.

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 record information identifying each person who opens an Account. This means that  when you open an Account, we will ask for information that allows us to identify you, including your  name, legal address, Social Security Number or Tax Identification Number, date of birth and other  information that will allow us to identify you. We also may ask for a driver’s license or other identifying  documents for account owners.  

1.7 Minimum Deposits and Balances

There is no minimum deposit required to open your Account and no minimum balance you need to  maintain in your Account.

1.8 Interest Disclosures

This Cleo Savings Account is not interest-bearing. No interest will be paid on the Cleo Savings Account.

The interest rate on your Cleo Grow Account is variable. The interest rate and annual percentage yield  are as set forth in the table below. This interest rate and annual percentage yield may change from  time to time. The interest rate on your Cleo Grow Account is based on the midpoint of the federal funds  rate target range1 as established by the Federal Open Market Committee of the Federal Reserve,  multiplied by 75%. You can access the current interest rate applicable to your Cleo Grow Account  through the Online Banking Services or by contacting us as specified above.

Interest on your Cleo Grow Account will be compounded and credited on a monthly basis. If you close  your Cleo Grow Account, you will receive any interest that has accrued as of the date your Cleo Grow  Account is closed.

We use the daily balance method to calculate the interest on your Cleo Grow Account. This method  applies a daily periodic rate equal to 1/365 of the interest rate to the collected balance in the Cleo Grow  Account each day. Interest will begin to accrue no later than the next business day following the banking  day on which the funds were deposited.

1.9 Power of Attorney and Attorneys-In-Fact

We may allow you to give another person (known as an “attorney-in-fact”) power of attorney to act on  your behalf for your Account. You must obtain written approval from us before we will honor any power  of attorney. Email us at the email address specified above for approval if you plan to create a power of  attorney. Please be aware that it may take up to two (2) weeks for us to review your request. If  approved, we will honor orders and instructions from your attorney-in-fact until (a) we receive a written  revocation from you; (b) we are notified that you or your attorney-in-fact have died or become  incapacitated; or (c) we terminate our acceptance of the power of attorney. We may terminate our  acceptance at any time, for any reason and without notice to you, and you will not hold us liable for any  Losses (as defined below) that may result from such action.

1.10 Death or Incapacitation

You agree that if we receive notification or if we have reason to believe that you or any Authorized User  has died or become legally incapacitated, we may place a hold on your Account and refuse all  transactions until we know and have verified the identity of your heir, devisee or successor. Until we  receive notice and any required proof of death or incapacitation, we may continue to accept deposits  and process transactions to your Account. Your estate will be responsible for repaying us for any tax  liability resulting from payment of your account balance to your estate. You will hold us harmless for any  actions we take based on our reasonable belief that you have died or become incapacitated. If certain payments originating from government entities are deposited into your Account after your death, we  may be required to return those payments to the originator upon notice.  

1 The federal funds rate target range is published on www.wsj.com/market-data/bonds/moneyrates as  the Federal Funds - Target Rate.

1.11 Our Relationship With You

By opening an Account, we are establishing an Account relationship with you and committing to act in  good faith and to the exercise of ordinary care in our dealings with you as defined by the Uniform  Commercial Code as adopted by the State of Tennessee. This Agreement and the Account relationship  do not create a fiduciary relationship or any other special relationship between you and us.

1.12 Third-Party Service Providers

We work with one or more third-party service providers, including Unit Finance Inc. (“Unit”) and the  Program Partner, in connection with your Account. You acknowledge that we, in our sole discretion,  may use such third-party service providers to fulfill any of our obligations under this agreement,  including by performing functions that you have otherwise authorized us to perform, such as processing  transactions, handing account operations including account set-up, transaction monitoring, and  customer support, and providing technological connection to the Program Partner and the Bank. Each  of these third-party service providers may in turn use their own third-party service providers, at our  discretion.

1.13 Confidentiality and Our Privacy Policy

Information about your Account and your transactions is collected by and shared between us, Program  Partner, and Unit. To the extent this information relates to a particular individual, this information is  used and disclosed by each Party according to their published privacy policy.  

● Bank: https://files.thread.bank/privacy-policy.pdf

● Program Partner: https://web.meetcleo.com/page/privacy-notice

● Unit: https://www.unit.co/privacy-policy

1.14 Cell Phone Communication  

Program Partner may contact you via phone, including by sending you text messages, about any current  or future accounts or applications or its products and services generally. To exercise any rights you may  have to opt-out or withdraw consent from receiving certain of these communications, please contact  Program Partner at team@meetcleo.com. Please note that if you do not exercise your opt-out rights or  withdraw consent you have consented to these communications.  

1.15 Our Business Days

Our business days are Monday through Friday, excluding federal holidays and Tennessee state banking  holidays.

2 Your Account Responsibilities

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

2.1 Notify Us If Your Information Changes

You must notify us immediately if there is a change to your name, the names of any individual or  Authorized User with access to your Account, telephone number, legal address, email address or any  other information you have provided us so that we can continue to provide you with statements and  important notices concerning your Account.

2.2 Keep Track of Your Transactions and Available Balance

It is important that you keep track of your transactions and the funds in your Account that are available  for you to use (“Available Balance”) by reviewing your transaction history. It is also important to  understand that your Available Balance may not reflect transactions you have authorized that have not  yet been presented to us for payment.

You are also responsible for reviewing your Account statements as they are made available to you for  errors or unauthorized activity. If you identify an error or unauthorized activity, you must notify us  promptly to avoid losing your money. Please refer to the applicable sections below for information  concerning errors and unauthorized activity.

2.3 Protect Your Account Information

It is important that you protect your Account information to prevent unauthorized transactions and  fraud. Keep your Account number and statements secure at all times, and be careful about who you  share this information with. If the Program Partner provides you with access to Online Banking Services,  make sure to also keep your computer or mobile device secure at all times and avoid accessing the  Online Banking Services when others can see your screen.

If your Account number, mobile device or Online Banking Services login credentials are lost or stolen,  notify us immediately to keep your losses to a minimum. Please refer to Section 4.6 for information and  applicable deadlines for notifying us of losses or theft.

3 General Rules Governing Your Account

You understand that any payment instruction or activity performed using any Online Banking Services  provided to you by the Program Partner will be deemed authorized by you and valid and we are under  no obligation to investigate the instruction or activity.

3.1 Deposits Into Your Account

You may make deposits into your Account using any of these methods described below. We do not  charge you any fees for making deposits.

We do not accept cash deposits in any manner, including but not limited to via mail, or paper check or  foreign currency deposits. We are not liable for deposits of any kind that you mail to us, including if it is  lost in transit, lost in the mail, or otherwise not received by us.

Cash: If you mail us a cash deposit, we will send the cash back to you.  

Paper Checks: If you mail us a paper check, including a personal or business check, money order, or  cashier’s check, we will destroy the check in accordance with our sensitive/confidential information  handling procedures or return it to you without depositing. We do not accept paper checks for  deposit.  

Foreign Currency: We do not accept any deposits in foreign currency. Any deposits received in  foreign currency, whether in the form of cash or check, will be sent back to you.

We will send all items back to the address we have for you and we are not liable if you do not receive  the items.

You may only deposit with us funds that are immediately available, which under applicable law are  irreversible and are not subject to any lien, claim or encumbrance.

For more information about deposits and when funds from a deposit will be made available to you,  please refer to the applicable section below.

3.2 Our Funds Availability Policy

It is our policy to make deposits made to your Account each business day available for withdrawal  according to the table below. The end of the business day is referred to as the “deposit cut-off time”. If  you make a deposit before our cut-off time on a business day that we are open, we will consider that  day to be the day of your deposit. However, if you make a deposit after our cut-off time or on a day we  are not open, we will consider the deposit to be made on the next business day that we are open.

The availability of funds transferred to your Account from a connected bank account held by another  financial institution follow different rules. Please refer to the section below on connected accounts for  more information.

3.3 Problems that Could Occur With Deposits

If a deposit to your Account is returned or rejected for any reason, or if there is an error or mistake  involving a deposit, we may deduct the amount of the deposit, transfer, or error without prior notice to  you. If there are insufficient funds in your Account at the time, your Account may become overdrawn.  Please refer to the section below concerning overdrafts for more information.

3.4 Transfers To or From Two Accounts You Have With Us

We may permit you to transfer funds from one Account in your name to another account in your name  held by us that is managed by the Program Partner (an “internal transfer”). If we allow such transfers,  there are no limits on the number of internal transfers you may make, and internal transfers are  immediately available.  

3.5 Withdrawals From Your Account

You may make withdrawals from your Account in only the scenarios described below, using the methods  described below. We do not charge you any fees for making withdrawals from this Account.  

`You cannot withdraw funds by check, and we do not permit you to create checks drawn on your  Account.

Before permitting a withdrawal or other transaction, we may request that you provide us with  additional information or documentation that we deem necessary to confirm your identity or to prevent  illegal activity. We may refuse the transaction if you do not comply with our request.  

3.6 Transfers To or From Connected Accounts

You may be provided with the ability to link another bank account you have with another financial  institution (“connected bank account”) to your Account with us to make inbound and outbound ACH  transfers between the connected bank account and your Account through the Online Banking Services.  An “inbound transfer” moves funds into your Account from a connected bank account. An “outbound  transfer” moves funds from your Account to a connected bank account.  

For inbound transfers, we will debit your connected bank account and credit your Account with us on  the next business day after you initiate the transfer. The funds you transfer to your Account will be  made available to you by the fifth (5th) business day after the funds have been credited to your Account.

For outbound transfers, we will debit your Account with us and credit your connected bank account on  the next business day after you initiate the transfer. The financial institution that holds your  connected bank account determines when those funds will be made available to you in your  connected bank account.

The cut-off time for both inbound and outbound transfers is 3:00 PM ET. Transfer requests that you  make on a business day before the cut-off time will be considered initiated on that day. Transfer  requests that you make after the cut-off time, or on a day that is not a business day, will be considered  initiated the following business day that we are open.

There are limits to the dollar amount of both inbound and outbound transfers you can make. Please see  the relevant sections on withdrawal and deposit limits above.

You agree that you will only attempt to connect a bank account for which you have the authority to  transfer funds. You may only link a bank account that is a deposit account, such as a checking, savings or  money market account.

3.7 No Illegal Activity, Internet Gambling and Right to Refuse  Transactions

You must not use your Account for any illegal purposes or, regardless of whether it is legal or illegal, for  online gambling of any sort, including any betting transaction, purchase of lottery tickets, casino chips,  or off-track betting and wagering. We may deny any transaction or refuse to accept any deposit that we  believe is related to illegal activity, online gambling or for any other reason at our discretion. However,  in the event that a charge or transaction described in this section is approved and processed, you will  still be liable for the charges.

3.8 Funds Transfer Services

Funds transfers to or from your Account will be governed by the rules of the funds transfer system(s)  through which the transfers are made (“system rules”), including Fedwire and the National Automated  Clearing House Association ("NACHA"). We are under no obligation to honor, in whole or in part, any  payment order or other instruction that could result in our contravention of applicable law, including  requirements of the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the  Financial Crimes Enforcement Network (“FinCEN”). For additional information on electronic fund  transfers generally, see below.

If your Account receives incoming ACH transactions (either credits or debits) or wire transfers initiated  from within or outside of the United States, both you and we are subject to the Operating Rules and  Guidelines of NACHA, or the rules of any wire transfer system involved, and the laws enforced by OFAC.  Under such rules and laws, we may temporarily suspend processing of a transaction for greater scrutiny  or verification against the OFAC list of blocked parties, which may result in delayed settlement, posting  and/or availability of funds.

We reserve the right to temporarily suspend, block or reject the processing of any transaction, to freeze  or block certain funds or the full balance of any Account, account owner, account beneficiary, or  Authorized User (each, a “Restricted Person”), in each case to the extent we deem reasonably necessary  to comply with any notice, order, regulation, rule, requirement or restriction issued or promulgated by  OFAC (collectively, the “OFAC Rules”). To comply with OFAC Rules, we may temporarily suspend  processing of a transaction or the availability of a balance for greater scrutiny or verification against the  OFAC list of blocked parties, which may result in delayed settlement, posting and/or availability of funds.  If we determine there is a violation or potential violation of the OFAC Rules, or if we cannot satisfactorily  resolve a suspected or potential violation, we may reject such transaction or freeze or block the subject  funds or full balance of any Account or Restricted Person. If we block the subject funds and you believe  you have adequate grounds to seek the return of any blocked funds, it is your sole responsibility to  pursue the matter with the appropriate governmental authorities. Please see the OFAC website for  procedures and form required to seek a release of blocked funds.

You also will observe all anti-money laundering and exchange control laws and regulations, including  economic and trade sanctions promulgated by OFAC, in relation to any funds transfer, and you will use  all reasonable efforts to assist us to do likewise. You warrant that the information given to us by you is  accurate. We may disclose any information given to us that we in our sole discretion think necessary or  desirable to disclose; except we will only disclose confidential information if required by law, a court, or  legal, regulatory, or governmental authority, or as permitted by law to combat, prevent, or investigate  issues arising under anti-money laundering laws, economic sanctions, or criminal law.

Sometimes legal, regulatory, or governmental authorities require additional information, either in  respect of individuals, entities, or particular transactions. You warrant that you will promptly supply all  such information, which any such authority may require, and/or which we may be required to supply, in  relation to the individual, entity, or particular transaction.

If you, or your Authorized User, breach any such laws or regulations, you irrevocably agree that we may  retain any monies or funds transmitted to us pursuant to this Agreement and/or not fulfill any funds  transfer request if we are required to take or refrain from such action by any legal, regulatory, or  governmental authority or if we reasonably believe that such action may violate any laws or regulations  described herein, and such monies will not bear interest against us. You further agree that we may pay such monies to the appropriate legal, regulatory, or governmental authority, when required by law or  regulation.  

3.9 Statements

Statements will be available in the Cleo Application, as long as your Account is active. You will receive a  statement monthly as long as you have transactions on your Account during the statement period. If  there were no transactions on your Account, we may not provide you with statements or may provide  you with statements on a less frequent basis. You will not receive paper statements.

3.10 Errors On Your Account and Limitations of Liability

You will carefully review your statements for your Account and will promptly report to us any errors or  unauthorized activity by email at the address indicated above within sixty (60) days after we make the  statement available to you. Unless otherwise specified in this Agreement or required by law, if you do  

not provide us with timely notice of an error or unauthorized activity, we will deem our records  concerning your Account and all cards to be correct and we will not be liable to you for any Loss you  suffer relating to the error or unauthorized activity. You further agree that we may debit or credit your  Account at any time and without notice to you to correct an error or address unauthorized activity.  

Please refer to the relevant section below for additional information concerning errors and  unauthorized transactions involving electronic fund transfers and related limitations of liability.  

3.11 Overdrafts, Nonsufficient Funds and Negative Balances

We do not permit you to overdraw your Account. If the Available Balance in your Account is not  sufficient to cover any transaction you have authorized, we may return the transaction or refuse to  process the transaction. However, there may be instances where your Account can still go into the  negative, such as if a deposit you make is returned. You must make a deposit immediately to cover any  negative balance. If your Account has a negative balance for sixty (60) calendar days or more, we may  close your Account.

3.12 Closing Your Account and Account Suspensions

You can close your Account at any time and for any reason within the Cleo App or by contacting our  customer support team at the contact provided above. We reserve the right to refuse your request if  you have a negative balance on your Account. We recommend that you transfer or withdraw any funds  you may have in the Account prior to submitting a request to close the Account to avoid delays in  receiving your funds. We may also suspend or close your Account or suspend or disable any service or  feature of your Account, at our discretion with or without notice. This includes if we believe you are  using your Account for fraudulent or illegal purposes or in violation of law or regulation, this Agreement,  any other agreement you may have with us or Unit, if multiple transactions are returned on your  Account, or if you otherwise present undue risk to us or Unit.  

We may also close your Account if you have not made any deposits or withdrawals from your Account in  over twelve (12) months. After twelve (12) months have passed from the last transaction, we will issue a  notice informing you that your Account will be closed in thirty (30) days unless you conduct a  transaction before the end of the thirty-day timeframe. An unfunded Account is an Account that is  opened, and no deposits are made for sixty (60) calendar days. A notice will be provided after thirty (30)  days, notifying you that your Account will be closed unless a deposit is made within thirty days from the  date of the notice. You may also contact us as set forth in the “How to Contact Us” section of this  Agreement to avoid account closure. In addition, canceling your enrollment in the Online Banking  Services with the Program Partner will result in our closure of the Account and our return of your funds.

Any funds remaining will be returned by ACH transfer to another bank account provided by you during  the cancellation process. The return of these funds can take up to 45 days. If your Account is closed with  a balance greater than $1.00, we will return any funds you may have in the Account to you by ACH

transfer to another bank account provided by you during the cancellation process. We reserve the right  not to return the funds to you if the balance in your Account is $1.00 or less.  

We are not responsible to you for any damages you may suffer as a result of the closure or suspension  of your Account. The closure of your Account or termination of this Agreement does not impact any  right or obligation that arose prior to closure or termination, or any right or obligation that, by its  nature, should survive termination (including all indemnifications obligation by you, our limitations of  liability, and all terms governing arbitration).

3.13 Dormancy, Inactivity and Unclaimed Property

State law and our policy govern when your Account is considered dormant. Your Account is usually  considered dormant if you have not accessed your Account, communicated to us about your Account or  otherwise shown an interest in your Account within the period of time specified under applicable law.  Each state has varying laws as to when an account becomes dormant, and we may be required to send  the balance in your Account if it becomes dormant to the state of your last known address. We will  make reasonable efforts to contact you if required by applicable law before transferring the remaining  balance of your Account to the applicable state. After we surrender the funds to the state, you must  apply to the appropriate state agency to reclaim your funds. You can avoid the surrender of your funds  by simply conducting transactions, contacting us about your Account or replying to any abandoned  property notices we may provide to you.

3.14 Account Fees and Fee Schedule

You will pay all fees and charges applicable to your Account. All fee amounts will be withdrawn using  your specified payment method and will be assessed regardless of whether you have sufficient funds in  your Account, except where prohibited by law. Fees are subject to change at any time. We will provide  you advance notice of any changes where required by law.

4 Electronic Fund Transfers

Your Account allows you to make electronic funds transfers (“EFTs”) in the manner specified in Section  4.1 below. EFTs are transactions that are processed by electronic means and include, among others, ACH

transfers and direct deposits. This Section provides you with information and important disclosures and  terms about the EFTs that are permitted on your Account. You may also receive additional services  through Online Banking Services provided by the Program Partner, that allow you to initiate EFTs to and  from your Account that are not described in this Agreement. In the event the Program Partner provides  such additional services, you will be provided separate agreements and disclosures applicable to those  services by the Program Partner.

4.1 Types of EFTs Supported by Your Account

Your Account allows the following types of EFTs:

▪ Transfers to or from your Account to or from a connected bank account (see Section 3.6) 4.2 Limitations on EFTs

There are limitations on the frequency and amount of transactions you can make to or from your  Account. These limits are different for each type of transaction. For limits that apply to transactions that  credit or deposit funds into your Account, please refer above for information concerning deposits. For  limits that apply to transactions that debit or withdraw from your Account, please refer above to the  section concerning withdrawals. For limits that apply to transfers to or from your Account from a  connected bank account, please refer above to the section concerning transfers to or from connected  accounts. These security-related limits may change from time to time.

4.3 Your Right to Receive Information and Documentation of Your  Transactions

You will receive information and documentation concerning any EFTs that debit or credit your Account  in the following ways:

▪ Statements: We will provide you information about each transaction that debits or credits your  Account on your statements. Please refer to the above for information about statements.

4.4 Preauthorized Transfers, Stop Payments and Notices of Varying  Amounts

If you authorize us or another company or person to withdraw from your Account on a regular basis  (such as when you sign up for “autopay” to pay a recurring bill), it is called a “Preauthorized Transfer.”  You may request that we place a stop payment on Preauthorized Transfers, as well as get notification  when the amount of a particular withdrawal will be different from the amount of the last withdrawal.  We may charge a fee to stop payment on Preauthorized Transfers (as outlined in the fees section  above).

4.4.1 How to Request a Stop Payment

If you authorize a third party to take payments from your Account on a regular basis through a  Preauthorized Transfer, you can place a stop payment on those payments by contacting us by email at  the address listed above at least three (3) business days before the next payment is scheduled to be  made. To be effective, a stop payment request must be received within this time specified, and with all  of the information required below, so as to give the Bank a reasonable opportunity to act on it.

You must provide us with (a) your name, (b) your Account number, (c) the company or person taking the  payments, and (d) the date and amount of the Preauthorized Transfer you wish to stop. If you want all  future payments from that company or person stopped, be sure to tell us that as well. If you do not  provide us with the correct information, such as the correct payee or the correct amount of the  payment you wish to stop, we may not be able to stop the payment.  

4.4.2 Our Liability if We Fail To Stop a Preauthorized Transfer

If you order us to stop one of these payments three (3) business days or more before the payment is  scheduled and provide us with all information requested, and we do not do so, we will be liable for your  losses or damages proximately caused by the failure. However, we will not be liable if the company or  person initiating the payments changes the dollar amount of the payment or makes other changes that  cause us not to recognize it as the payment you requested be stopped.

It is your responsibility to ensure that all of the information supplied in your notice is correct and to  promptly inform us of any inaccuracies. We are not liable for failing to stop payment if you have not  given sufficient information or if your stop payment request comes too late for us to act on it. If we stop  payment, you will indemnify, defend and hold us and our officers, directors, shareholders, employees,  successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or  insurers (collectively, "Indemnified Parties") harmless from any and all losses, liabilities, costs, and  expenses (including reasonable fees and expenses for attorneys, experts and consultants, reasonable  out-of-pocket costs, interest and penalties), settlements, fines, fees, penalties, equitable relief,  judgments, and damages ("Losses") imposed on or sustained, incurred or suffered by any of the  Indemnified Parties, whether actual or threatened or proven or not, in respect of any and all actions,  audits, arbitrations, assertions, suits, mediations, litigations, proceedings, examinations, hearings,  inquiries, investigations, charges, complaints, claims (including counter or cross-claims), or demands by  whosoever asserted ("Claims"), without regard to the merit or lack thereof, arising from or related in  any way to our refusal to pay the transaction on which you stopped payment. The foregoing indemnity  will not apply if and to the extent expressly prohibited or restricted by the laws or regulations governing  you or your Account. The foregoing indemnity will not apply if and to the extent expressly prohibited or  restricted by the laws governing you or your Account.

4.4.3 Notices of Varying Amounts

If these regular payments vary in amount, the person or company you are paying should tell you ten (10)  days before each payment when it will be made and how much it will be. You may be given the option  to only get this notice when the payment will differ by more than a certain amount from the previous  payment, or when the amount will fall outside certain limits that you set.

4.5 Our Liability for a Failure To Complete A Transaction

If we fail to complete a transaction on time or in the correct amount when properly instructed by you in  accordance with this Agreement, we will be liable for damages proximately caused by the failure or  error. However, there are some exceptions. We are not liable, for instance:

▪ If the Available Balance in your Account is not sufficient to complete the transaction through no  fault of ours;

▪ If the failure is due to an equipment or system breakdown, such as a problem with the Online  Banking Services provided by the Program Partner, that you knew about before you began a  transaction;

▪ The failure was caused by an Act of God, fire or other catastrophe, or any other cause beyond our  control despite reasonable precautions we have taken;

▪ If your funds are not available due to a hold or if your funds are subject to legal process;

▪ If we do not complete a transaction because we or Unit has reason to believe the transaction is  unauthorized or illegal;

▪ If your Account is closed or inactive;

▪ There may be additional exceptions stated in our or our service provider’s agreements with you or  permitted by law.

4.6 Your Liability for Unauthorized EFTs

Contact us immediately if you believe that an unauthorized EFT has occurred or may occur concerning  your Account, or Online Banking Services login credentials have been lost, stolen or compromised. The  best way to contact us is by emailing team@meetcleo.com and if you need to log a dispute regarding  your EFT you may also call 1-833-333-1098.  

You could lose all the money in your Account (and any bank accounts with other institutions you have  connected to your Account) if you take no action to notify us of the unauthorized EFT or the loss or theft  of your Online Banking Services login credentials.

For unauthorized EFTs, your liability will be as follows if you notify us of the loss:

▪ If you tell us within two (2) business days after learning of the loss, theft or compromise of your  Online Banking Services login credentials, you can lose no more than $50.

▪ If you do NOT tell us within two (2) business days and we can prove that we could have prevented  the loss had you contacted us, you could lose as much as $500.00.

▪ If your statement shows EFTs that you did not make and you do NOT contact us within sixty (60)  days after the statement was made available to you, you may not get back any money lost after the  sixty (60) days if we can prove that your contacting us would have prevent those losses.

We can extend these time periods if extenuating circumstances (such as a long trip or hospital stay) kept  you from notifying us.

4.7 In Case of Errors or Questions About Your EFTs

Contact us as soon as you can if you think your statement or receipt is wrong or if you need more  information about a transfer listed on a statement or receipt. For card related transactions, contact us at  1-833-333-1098; for all other transactions call us at 1-833-333-1098 or email us at team@meetcleo.com.  We must hear from you no later than sixty (60) days after we send the FIRST statement on which the  problem or error appears. You must provide us with the following information:

▪ Your name and Account number;

▪ A description of the error or the EFT you are unsure about and why you believe it is an error or you  need more information; and

▪ The dollar amount of the suspected error.

▪ If you tell us orally, we may require that you send us your complaint or question in writing by email  within ten (10) business days.  

We will determine whether an error occurred within ten (10) business days after we hear from you and  will provide you the results and correct any error promptly. If we need more time, we may take up to  forty-five (45) days—or ninety (90) days for Accounts open less than thirty (30) days, POS transactions,  or foreign-initiated transactions — to investigate your complaint or question. If we decide to do this, we  will credit your Account within ten (10) business days for the amount you think is in error, so that you  will have the use of the money during the time it takes us to complete our investigation. If we ask you to  put your complaint or question in writing and we do not receive it within ten (10) business days, we may  not credit your account. For Accounts open less than thirty (30) days, we may take up to twenty (20)  business days to credit your Account for the amount you think is in error.

We will provide you the results within three (3) business days after completing our investigation. If we  decide that there was no error, we will send you a written explanation by email. You may ask for copies  of the documents that we used in our investigation.

 

5 P2P Transfer Service

5.1 Description of P2P Transfer Service

The P2P Transfer Service allows you to send funds from your Account to another person’s bank account  through the Online Banking Services. You will need to know the routing number and account number for  the other person’s bank account to initiate a transfer. The P2P Transfer Service only permits you to send  

funds. You may not use it to receive or request funds. All transfers made through the P2P Transfer  Service will be executed as automated clearing house (“ACH”) transfers in accordance with the rules  promulgated by the National Automated Clearing House Association (“NACHA”). Your use of and access  to the P2P Transfer Service is separate and apart from your ability to facilitate transfers via ACH to a  connected bank account (see above).

5.2 Transaction Deadlines

Our cut-off time for P2P transfer requests is 3:00 PM ET on business days. Requests received before our  cut-off time will be processed that day. Requests received after our cut-off or on a non-business day will  be processed the next business day. For purposes of P2P transfers, a “business day” is a day in which  the Federal Reserve Bank is opened to the public for carrying on substantially all of its business, other  than a Saturday, Sunday, or legal holiday.

5.3 P2P Transfer Limits

There are limitations on the frequency and amount of P2P transfers you can make from your Account  using the P2P Transfer Service. These limits are described in the relevant section of this Agreement.  These security-related limits may change from time to time.

5.4 Provisional Credit

You acknowledge that any credit given to the account of the person you are transferring funds to  through the P2P Transfer Service will be provisional until the financial institution crediting that account  receives final settlement of your funds. This means that the person you transfer funds to will not be  considered to be paid by you until final settlement occurs, and any provisional credit given to that  person by their financial institution before settlement may be taken back if settlement does not occur.

5.5 Cancellation or Modification of Transfer Requests

Once you authorize a P2P transfer through the P2P Transfer Service, you will not be able to cancel or  modify the transfer.  

5.6 Prohibited Transactions and Rejection of P2P Transfers

You agree that you will not use the P2P Transfer Service to initiate transfers related in any way to online  gambling, or that would violate any law or regulation. You further agree that you will only use the P2P  Transfer Service to initiate transfers to consumer bank accounts. You may not use the P2P Transfer  Service to transfer funds for any business purpose or to a business-purpose bank account.

We may block a transfer and/or take any other action we deem reasonable if we suspect that a  transaction is unlawful, suspicious, related to online gambling, for a business purpose, or poses undue  risk to us or any of our service providers. We will not be liable for any damages that arise if we block a  transfer or take any other action pursuant to this paragraph.

5.7 Returned P2P Transfers

We will notify you by email or via the Online Banking Services of a transfer you have requested is  returned to us no later than one (1) business day after the business day we receive notice of the return.  We will not reattempt any transfer that is returned.

We reserve the right to suspend or terminate your access to the P2P Transfer Service if an excessive  number of P2P transfers are returned.

5.8 Fees

You will pay us for P2P Transfer Service provided under the Agreement in accordance with the current  schedule of fees above. We may change our fees from time to time upon written notice.  

5.9 P2P Transfer Service Liability, Limitations on Liability & Indemnity

WE SHALL BE RESPONSIBLE ONLY FOR PERFORMING THE P2P TRANSFER SERVICE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT AND SHALL BE LIABLE ONLY FOR OUR GROSS NEGLIGENCE IN PERFORMING THIS SERVICE. WE SHALL NOT BE RESPONSIBLE FOR YOUR ACTS OR OMISSIONS (INCLUDING THE AMOUNT, ACCURACY, TIMELINESS OF TRANSMITTAL OR AUTHORIZATION OF ANY P2P TRANSFER REQUEST FROM YOU) OR THOSE OF ANY OTHER PERSON. WE ARE AUTHORIZED BY YOU TO PROCESS P2P TRANSFERS IN ACCORDANCE WITH THE INFORMATION THAT WE RECEIVE FROM YOU. YOU SHALL BE SOLELY RESPONSIBLE FOR THE INFORMATION YOU PROVIDE TO US, AND WE SHALL HAVE NO RESPONSIBILITY FOR ERRONEOUS DATA PROVIDED BY YOU. YOU WILL INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ANY LOSS, CHARGE, LIABILITY, COST, FEE OR EXPENSE (INCLUDING ATTORNEYS’ FEES AND EXPENSES) WE SUFFER OR INCUR RESULTING FROM ANY THIRD-PARTY LAWSUIT, CLAIM, ARBITRATION OR OTHER ACTION, ACTUAL OR THREATENED, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

IN NO EVENT SHALL WE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT LOSS OR DAMAGE THAT YOU MAY INCUR OR SUFFER IN CONNECTION WITH THIS AGREEMENT, INCLUDING LOSSES OR DAMAGES FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM OUR ACTS OR OMISSIONS PURSUANT TO THIS AGREEMENT.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS, WE SHALL BE EXCUSED FROM FAILING TO ACT OR DELAY IN ACTING IF SUCH FAILURE OR DELAY IS CAUSED BY LEGAL CONSTRAINT, INTERRUPTION OF TRANSMISSION OR COMMUNICATION FACILITIES, EQUIPMENT FAILURE, WAR, NATURAL DISASTER, EMERGENCY CONDITIONS, OR OTHER CIRCUMSTANCES BEYOND OUR CONTROL. NOTWITHSTANDING THE ABOVE, WE WILL REIMBURSE YOU FOR EXPENSES INCURRED IN THE EVENT OF OUR FAILURE OR DELAY IN TRANSFERRING FUNDS SOLELY CAUSED US.

IN ADDITION, WE SHALL BE EXCUSED FROM FAILING TO TRANSMIT OR DELAY IN TRANSMITTING A P2P TRANSFER IF SUCH TRANSMITTAL WOULD RESULT IN OUR HAVING EXCEEDED ANY LIMITATION UPON ITS INTRA-DAY NET FUNDS POSITION ESTABLISHED PURSUANT TO PRESENT OR FUTURE FEDERAL RESERVE GUIDELINES OR IN OUR REASONABLE JUDGMENT OTHERWISE VIOLATE ANY PROVISION OF ANY PRESENT OR FUTURE RISK CONTROL PROGRAM OF THE FEDERAL RESERVE, OR ANY RULE OR REGULATION OF ANY OTHER U.S. GOVERNMENTAL REGULATORY AUTHORITY. SUBJECT TO THE FOREGOING LIMITATIONS, OUR LIABILITY FOR LOSS OF INTEREST RESULTING FROM ITS ERROR OR DELAY SHALL BE CALCULATED BY USING A RATE EQUAL TO THE AVERAGE FEDERAL FUNDS RATE SET BY THE FEDERAL RESERVE BANK FOR THE PERIOD INVOLVED. AT OUR OPTION, PAYMENT OF SUCH INTEREST MAY BE MADE BY CREDITING THE ACCOUNT RESULTING FROM OR ARISING OUT OF ANY CLAIM OF ANY PERSON WE ARE RESPONSIBLE FOR, ANY ACT OR OMISSION OF YOU OR ANY OTHER PERSON.

5.10 Inconsistency of Name and Account Number

You acknowledge that, if the name you provide to us of the person to whom you wish to transfer funds  does not match the name on the bank account you enter through the P2P Transfer Service, the transfer

may still be made based only on the account number. You are solely responsible for providing correct  information for all P2P Transfer Service requests through the Online Banking Services.  

5.11 Termination

We reserve the right to terminate, suspend, or modify the P2P Transfer Service, or your access to the  P2P Transfer Service, at any time and for any reason.  

You will remain responsible for all transactions that occur prior to termination and for any fees and  charges incurred prior to the date of cancellation. Any unprocessed transactions including future dated  transactions, will be cancelled as a result of termination or suspension of your P2P Transfer Service.  

6 Other Legal Terms and Conditions

6.1 No Assignments

You may not assign, transfer, or otherwise delegate, whether by operation of law or otherwise, your  Account or your rights or obligations, in whole or in part, under this Agreement. Any assignment,  transfer or delegation or attempted assignment, transfer or delegation in violation of the foregoing shall  be void. Notwithstanding, the Bank may assign, transfer or otherwise delegate its rights or obligations,  in whole or in part, under this Agreement in our sole discretion.

6.2 Legal Processes and Claims Affecting Your Account

If we receive a levy, attachment, or other legal process against you (collectively, “Legal Process”), we  may refuse to permit withdrawals or transfers from your Account until the Legal Process is dismissed or  satisfied. Any Legal Process will be subject to our right of set-off and security interest. You are  responsible for all Losses we incur as a result of any dispute or legal proceeding involving your Account.  If we receive a claim against the funds in your Account, or if we know of or believe that there is a  dispute as to the ownership or control of funds in your Account, we may, in our discretion: (a) place a  hold on your Account and refuse to pay out any funds until we are satisfied that the dispute is settled;  (b) close your Account and send the balance to the named account holder; (c) require a court order to  act; or (d) take any other action we feel is necessary to protect us. We will not be liable to you for taking  any such action.

6.3 Limitation of Liability and Disclaimer of Warranty

EXCEPT AS REQUIRED BY LAW, TO THE EXTENT WE ARE FOUND LIABLE, OUR LIABILITY TO YOU FOR A  CLAIM WILL NEVER EXCEED THE AMOUNT OF ACTUAL DAMAGES PROVEN BY YOU AND IS LIMITED TO  THE FACE VALUE OF THE ITEM OR TRANSACTION, OR THE ACTUAL VALUE OF ANY FUNDS NOT PROPERLY  CREDITED OR DEBITED. EXCEPT AS REQUIRED BY LAW AND NOTWITHSTANDING ANYTHING TO THE  CONTRARY, WE SHALL ONLY BE RESPONSIBLE AND LIABLE FOR OUR OWN GROSS NEGLIGENCE OR  WILLFUL MISCONDUCT IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT. OUR LIABILITY MAY ALSO BE FURTHER REDUCED BY THE AMOUNT OF THE LOSS THAT IS CAUSED BY YOUR OWN NEGLIGENCE OR LACK OF CARE, AS WELL AS ANY RECOVERY OF THE LOSS YOU OBTAIN FROM THIRD PARTIES.

IN NO EVENT WILL YOU BE ABLE TO RECOVER FROM US ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL,  INDIRECT, OR EXEMPLARY DAMAGES, LOSSES OR EXPENSES (INCLUDING COUNSEL AND THIRD PARTY  FEES OR FINES) OR LOST PROFITS, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF  TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR  EQUIPMENT, (a) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES; (b)  EVEN IF SUCH DAMAGES, LOSSES OR EXPENSES WERE FORESEEABLE, (c) WHETHER ARISING UNDER  THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND (d)  EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE  APPLICATION OF THE PROVISIONS OF THIS SECTION, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM  EXTENT PERMISSIBLE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE BANK WILL NOT BE LIABLE FOR ANY ERROR,  FAILURE OR DELAY IN OUR ABILITY TO PERFORM OUR OBLIGATIONS UNDER THIS AGREEMENT,  INCLUDING ANY ERROR, FAILURE OR DELAY IN THE PROCESSING OF ANY TRANSFER, ARISING FROM OR  RELATING TO CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING ANY ACT OF GOD, WAR  (DECLARED OR UNDECLARED), SABOTAGE, BLOCKADE, REVOLUTION, INSURRECTION, TERRORISM, CIVIL  STRIFE, EXPROPRIATION, NATIONALIZATION, CHANGE IN LAW, GOVERNMENT ACTION, EMBARGO,  SANCTION, ACCIDENT, FIRE, NATURAL DISASTERS, ELEMENTS OF NATURE, PANDEMIC, EQUIPMENT  FAILURE, SYSTEM FAILURE, TECHNICAL FAILURE, LABOR DISPUTE, UNUSUAL TRANSACTION VOLUME,  SUSPENSION OF PAYMENTS BY ANOTHER FINANCIAL INSTITUTION, OR THE FAILURE OF ANY THIRD  PARTY TO PROVIDE ANY ELECTRONIC, DIGITAL OR TELECOMMUNICATIONS SERVICE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE SHALL NOT BE LIABLE TO ANY THIRD PARTY OR  FOR ANY ACT OR OMISSION OF YOURS OR ANY THIRD PARTY, INCLUDING THIRD PARTIES USED BY US IN  EXECUTING ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT OR PERFORMING A RELATED ACT  AND NO SUCH THIRD PARTY SHALL BE DEEMED TO BE OUR AGENT.

IN ADDITION, EXCEPT AS REQUIRED BY LAW, BANK IS NOT LIABLE OR RESPONSIBLE FOR ANY SERVICES  OR FEATURES OF ANY ONLINE BANKING SERVICES PROVIDED TO YOU BY A THIRD PARTY. WE ARE ALSO  NOT LIABLE FOR ANY UNAUTHORIZED ACCESS OF YOUR INFORMATION OR DATA BY A THIRD PARTY DUE  TO YOUR USE OF THIRD-PARTY COMMUNICATION CHANNELS NOT OFFERED BY US.

ALL BANK SERVICES AND ACCOUNT FEATURES, INCLUDING THOSE PROVIDED BY A THIRD PARTY, SUCH  AS ONLINE BANKING SERVICES, ARE PROVIDED “AS IS”, "WHERE IS" AND “AS AVAILABLE” WITHOUT  WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT AND ANY  WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.  WE DO NOT WARRANT THE BANK’S SERVICES OR ACCOUNT FEATURES OR THE SERVICES OR FEATURES  OF ANY THIRD PARTY, INCLUDING ONLINE BANKING SERVICES, WILL MEET YOUR REQUIREMENTS, BE  CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE, OR THAT DEFECTS WILL BE  CORRECTED.TO THE EXTENT THAT WE MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY  IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM  PERMITTED UNDER APPLICABLE LAW.

6.4 Indemnification

You will indemnify, defend and hold the Indemnified Parties harmless from any and all Losses imposed  on or sustained, incurred or suffered by any of the Indemnified Parties, whether actual or threatened or

proven or not, in respect of any and all Claims, without regard to the merit or lack thereof, arising out of,  or related in any way to (a) the matters set forth in this Agreement, including any Claims by any business  or person related to the connected bank account, including any other owner of the connected bank  account; (b) breach of this Agreement, including any warranties; (c) our taking any action or not taking  any action that we are entitled to take pursuant to this Agreement, including attempting to cancel or  amend a wire transferor actions we take based on the instructions of your attorney-in-fact, including if it  is later determined that your power of attorney was invalid or improperly executed; (d) any action or  omission by you or any Authorized User; (e) fraudulent activity; or (f) our action or inaction in reliance  upon oral, written or electronic instructions or information from you or any Authorized User.

6.5 Our Right of Set-Off and Security Interest

We have the right to set-off any liability, direct or contingent, past, present, or future that you owe  against any account you have with us. This means that we can take any funds in your Account or any  other account you have with us to pay any debt or liability you owe us. We have this right even if the  Account(s) we withdraw money from is a joint Account and the debt or liability we apply it to is owed by  only one of you. Likewise, we could withdraw money from an Account owned by only one person and  apply it to reduce the joint debt or liability of that person and another person. Our rights under this  Section are in addition to any right of set-off we may have under applicable law.  

You also agree to grant us a security interest in your Account to secure payment of any money that you  owe to us or will owe us arising under this Agreement or any other agreements with us. You  acknowledge that this security interest is consensual and in addition to any right of set-off. We may  exercise our security interest or right of set-off without regard to the source of the funds in your  Account or prior recourse to other sources of repayment or collateral, even if it causes you to incur  penalties or suffer any other consequence. You waive any conditions or limits to our right of set-off to  the maximum extent permitted by law. We will notify you if we exercise our right to set-off if required  by law.

If we take any action to collect debt or liability incurred by you or other amounts you owe us under this  Agreement or defend ourselves in a lawsuit brought by you where we are the prevailing party, you will  reimburse us for our Losses, including reasonable attorneys’ fees, to the extent permitted by applicable  law. We may charge your Account for our Losses without prior notice to you.

6.6 Changes in Terms and Additional Services

We may change this Agreement, or any fees and features of your Account, at any time by posting an  amended Agreement on the Program Partner’s website, http://meetcleo.com, and any such  amendment will be effective upon posting. We will give you advance notice of any change where  required by law. We may provide such notice to you with your statement electronically Any notice we  provide to you will be binding and sent to the last (postal or electronic) address in our records. We may  change your address if we receive an address change notice from the U.S. Postal Service. We may  change or terminate this Agreement without notice at our discretion or to comply with any appropriate federal or state law or regulation.

If we make any of our other banking services available to you in connection with your Account, we may  provide certain terms and conditions for those additional services to you in a separate agreement or  disclosure.

6.7 No Waiver of Rights

We may waive or decline to enforce any of our rights under this Agreement without obligating ourselves  to waive such rights in the future or on any other occasion. We may release any other person obligated  under this Agreement without affecting your responsibilities under this Agreement.

6.8 Conflicts and Section Headings

If there is a conflict between this Agreement and any other document or statement made to you  concerning the Account, this Agreement will govern. If there is a conflict between this Agreement and  any other document or statement made to you concerning any services or products other than the  Account, the separate terms and conditions applicable to that service or product will govern. Section  headings that appear in this Agreement are for convenience purposes only and are intended to help you  find information. They should not be construed as affecting the meaning of the Agreement.

6.9 Severability

If any court or tribunal of competent jurisdiction determines that any provision of this Agreement is  illegal, invalid or unenforceable, the remainder of this Agreement will not be affected. To the extent  permitted by law, the parties waive any provision of law which prohibits or renders unenforceable any  provisions of this Agreement, and to the extent that such waiver is not permitted by law, you and us  agree that such provision will be interpreted as modified to the minimum extent necessary to render the  provisions enforceable.

6.10 Governing Law, Forum, and Time Limits

All actions relating to your Account and this Agreement will be governed by the laws and regulations of  the United States and the State of New York where your Account will be opened, irrespective of conflict  of law principles. You agree that any dispute arising under this Agreement or relating in any way to your  

relationship with us that is not arbitrated will be resolved in a federal or state court located in  Tennessee and that you will be subject to such court’s jurisdiction.

Except where prohibited by law, you agree that you must file any lawsuit or arbitration against us within  two (2) years after the claim arises unless federal or Tennessee law, or another agreement you have  with us, provides for a shorter time. If federal or Tennessee law requires a longer time period than the  time periods in this Agreement, you agree to the shortest time period permitted under the law.

7 Arbitration and Waivers

BE SURE THAT YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR  RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US.  

7.1 Election to Arbitrate

You, Program Partner, and the Bank agree that the sole and exclusive forum and remedy for resolution  of a claim be final and binding arbitration pursuant to this section (the “Arbitration Provision”). As used  in this Arbitration Provision, “Claim” will include any past, present, or future claim, dispute, or

controversy involving you (or persons claiming through or connected with you), on the one hand, and us  on the other hand, relating to or arising out of this Agreement, and/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.

You have the right to opt-out of this arbitration clause and it will not affect any other terms and  conditions of this Agreement or your relationship with us. TO OPT OUT, YOU MUST NOTIFY US IN  WRITING OF YOUR INTENT TO DO SO WITHIN SIXTY (60) DAYS AFTER OPENING YOUR ACCOUNT. Your  opt-out notice can be a letter that is signed by you that states “I elect to opt out of the arbitration clause  in my Consumer Deposit Account Agreement for Account #” or any words to that effect. Send the notice  to: 210 East Main Street, Rogersville, TN 37857. An election to opt out applies only to the account or  accounts identified in your opt-out notice or, if no specific accounts are identified in your notice, then to  any account(s) that became subject to the arbitration clause within the sixty (60)-day period before we  received your notice. The arbitration clause will apply to any claims between us relating to any  account(s) for which we do not receive an opt-out notice as described in this section.

7.2 Applicability of the Federal Arbitration Act; Arbitrator’s Powers

This Arbitration Provision is made pursuant to a transaction involving interstate commerce and will be  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 will take steps to reasonably protect confidential  information. In any arbitration arising out of or related to this Agreement, the arbitrator will apply the  limitation of liability set forth in above and, for the avoidance of doubt, is not empowered to award (a)  punitive or exemplary Losses, except where permitted by statute, or (b) incidental, indirect or  consequential Losses, or Losses for lost profits. The parties waive any right to recover all such Losses.

7.3 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 address specified above and  provide us with the opportunity to resolve your concern prior to initiating arbitration.

7.4 Arbitration Procedures

The party initiating arbitration will do so with the Judicial Alternatives and Mediation Services (“JAMS”).  The arbitration will be conducted by a single arbitrator according to, and the location of the arbitration  will be 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 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 will control,  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.

7.5 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 (1) full day of arbitration hearings. Fees for hearings that exceed one (1) 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 will bear 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,  these statutory rights will apply in the arbitration notwithstanding anything to the contrary herein.

7.6 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 will be 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, will be final and binding, except  for any appeal right under the FAA, and may be entered as a judgment in any court of competent  jurisdiction.

7.7 No Class Actions

NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS  PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE  SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN  A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in  writing by all parties to the arbitration, 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 consented to in writing by all  parties to the arbitration, an award in arbitration will determine the rights and obligations of the named  parties only, and only with respect to the claims in arbitration, and will 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 will have the power or authority to waive, modify, or fail to enforce this  section, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, will be  invalid and unenforceable. Any challenge to the validity of this section will be determined exclusively by  a court and not by the administrator or any arbitrator.

7.8 Survival and Severability of Arbitration Provision

This Arbitration Provision will survive the termination of this Agreement. If any portion of this  Arbitration Provision other than the subsection titled “No Class Actions” is deemed invalid or  unenforceable, the remaining portions of this Arbitration Provision will nevertheless 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 that subsection as unenforceable, then no arbitration will be had. In no event will  any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond  those authorized in this Arbitration Provision.

7.9 Judicial Forum for Claims

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

7.10 WAIVER OF RIGHT TO LITIGATE

THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT  BEFORE A JUDGE OR JURY, BUT ARE HEREBY KNOWINGLY AND VOLUNTARILY WAIVING THAT RIGHT BY  AGREEING TO THIS AGREEMENT AND ARBITRATION PROVISION.

8 Interpretation

Except as otherwise expressly provided in this Agreement, the following rules apply: (a) the singular  includes the plural and the plural includes the singular; (b) all references to the masculine gender  include the feminine gender (and vice versa); (c) “include”, “includes” and “including” are not limiting;  (d) unless the context otherwise requires or unless otherwise provided herein, references to a particular  agreement, instrument, document, law or regulation also refer to and include all renewals, extensions,  modifications, amendments and restatements of such agreement, instrument, document, law or  regulation; (e) a reference in this Agreement to a Section or Schedule is to the Section of or Schedule to  this Agreement unless otherwise expressly provided; (f) a reference to a Section in this Agreement,  unless the context clearly indicates to the contrary, refers to all sub-parts or sub-components of any said  Article or Section; (g) words such as “hereunder,” “hereto,” “hereof,” and “herein,” and other words of  like import, unless the context clearly indicates to the contrary, refers to the whole of this Agreement  and not to any particular Section, subsection or clause hereof; (h) where the Agreement states that a  Party “shall,” “will,” or “must” perform in some manner or otherwise act or omit to act, it means that  the Party is legally obligated to do so in accordance with the Agreement; and (i) references to any  statute includes any amendments thereto and its implementing regulations.

9 Miscellaneous

Except with respect to Indemnified Parties and except as otherwise specified in this Agreement, this  Agreement is not intended to and shall not be construed to give any third party any interest or rights  (including any third-party beneficiary rights) with respect to or in connection with any agreement or  

provision contained herein or contemplated hereby. Use of the Account is subject to all applicable rules  and customs of any clearinghouse or other association involved in transactions. The Bank does not  waive its rights by delaying or failing to exercise them at any time. In case any one or more of the  provisions contained in this Agreement shall for any reason be held to be invalid, illegal or  unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other  provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or  unenforceable provision had never been contained herein. Upon such determination that any term or  other provision is invalid, illegal or unenforceable, the court or other tribunal making such  determination is authorized and instructed to modify this Agreement so as to effect the original intent  of the parties as closely as possible so that the transactions and agreements contemplated herein are  consummated as originally contemplated to the fullest extent possible. The headings in this Agreement  are only for convenience and do not in any way limit or define your or our rights or obligations under  this Agreement. You agree that this Agreement and other agreements or disclosures you may receive  from us with respect to the Account, contain the entire statement of the terms and conditions, which  apply to the subject matter hereof. If any term or condition of this Agreement should be invalidated or  unenforceable for any reason, all other terms and conditions will continue in full force and effect.

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