Terms and Conditions - Zeffy Cash-Back Card

1. Overview and Structure of the Zeffy Cash-Back Cash-Back Card Program

1.1 General. These “Zeffy Cash-Back Card Terms” define the terms and conditions of use of a cash-back Cash-Back Card Program (”the Cash-Back Cash-Back Card Program”) offered by Simplyk Inc. (651 N broad street suite 206, Middletown, Delaware, 19709) (”Zeffy”) to its customers (”the Organizations”). The Cash-Back Card Program aims at providing chosen representatives of the Organizations (”the Authorized Users”) with a physical payment method (”the Card”) to spend the funds available on a dedicated balance (”the Card Balance”) attached to a dedicated account (”the Card Account”) opened via Zeffy.

1.2 Structure. Zeffy can offer the Cash-Back Card Program as part of a partnership with Stripe (”the Program Manager”) and Celtic Bank (”the Issuing Bank”). While the Issuing Bank issues Cards to the Authorized Users subject to a license from the card network, the Program Manager will provide the services through Zeffy and will manage the opening of a Card Account, the issuance of the Cards by the Issuing Bank to such Card Account, and the provision of such Cards to Authorized Users. Given the Cash-Back Card Program’s three-party structure, the Organizations and their related Authorized Users will enter into an agreement with Zeffy, the Program Manager and the Issuing Bank to participate in the Cash-Back Card Program.

As a consequence, when an Organization and their related Authorized Users participate in the Program in any way, they represent they have in particular read, understood and agreed to:

• these “Zeffy Card Terms”;

• the “Stripe Issuing Accountholder Terms” from the Program Manager;

• and the “Issuing Bank Terms” from the Issuing Bank.

The Zeffy Card Terms supplement the Stripe Issuing Accountholder Terms and the Stripe Issuing Accountholder Terms supplement the Issuing Bank Terms. In case of any conflicts between the terms, the Issuing Bank Terms will govern over the Stripe Issuing Accountholder Terms that will themselves govern over the Zeffy Card Terms.

1.3 Communications. Zeffy will make all communications to the Organizations and their related Authorized Users regarding the Card Account, the Card and the Cash-Back Card Program in general.

2. Eligibility

2.1 General. Participation in the Program is exclusive to the Organizations and attached Authorized Users which meet all the following conditions:

• (a) holding an active Zeffy account (”an Account”) in the U.S. and therefore having agreed to the Zeffy general Terms and Conditions of use - NPO and met its own eligibility criteria.

• (b) holding an active Stripe Connected Account (”a Stripe Account”) administrated by Zeffy through a Stripe Platform Account and therefore having agreed to the Stripe Connected Account Agreement and met its own eligibility criteria.

• (c) having submitted a complete application to the Cash-Back Card Program through Zeffy, including any identity verification, and therefore having agreed to the Zeffy Card Terms as well as to both the Stripe Issuing Accountholder Terms and Issuing Bank Terms presented during the application and met their own eligibility criteria.

• (d) having obtained the final approval of Zeffy, the Program Manager and the Issuing Bank to access the Cash-Back Card Program.

2.2 Disqualification. Zeffy reserves the right to disqualify any Authorized User or any Organization from participation in the Cash-Back Card Program notably for abuse, fraud, or any violation of the Cash-Back Card Program terms. Zeffy may make such a determination in its sole discretion. Additionally, Zeffy may disqualify any Authorized User or any Organization from participation in the Cash-Back Card Program if the Program Manager and/or the Issuing Bank directs Zeffy to do so.

3. Cash-Back Card Program Description

3.1 Card Account. Each Organization successfully enrolled in the Cash-Back Card Program by Zeffy will be opened a Card Account. The Card Account will have its own balance (”the Card Balance”). There will be one unique Card Balance per Organization no matter how many Authorized Users are attached to the Organization. The Card Account can be used for business purposes only relating to the Organization’s activities and cannot be used for personal, family or household purposes.

3.2 Cardholders. The Organization’s Account owner (”the Administrator”) can select which of its representatives (the ”Account Users”) can apply and access the Cash-Back Card Program as long as they meet the eligibility criteria described in section 2.1. Once successfully onboarded in the Cash-Back Card Program by Zeffy, these Account Users become Authorized Users and can possibly a Card.

3.2 Cards. Authorized Users can order a Card. The Card is a physical Visa Business card with a prepaid funding. It will be delivered to the address specified during the Cash-Back Card Program onboarding. Once received, the Card should be activated using Zeffy dashboard before it can be used by the Authorized User. Authorized Users will be asked to choose a four-digit Personal Identification Number (PIN) that may be used with the Card. The Issuing Bank owns each Card issued. If an Authorized User is asked to return a Card by the Issuing Bank, the Program Manager or Zeffy, they must return it. Zeffy prevents Cards from functioning outside of the US Territory.

3.4 Card Transactions. When an Authorized User makes a Card Transaction and it is approved by the Issuing Bank (or by the Program Manager on the Issuing Bank’s behalf), the corresponding amount is debited from the Card Balance. Authorized Users can use Cards for purchases at physical merchants, for online purchases or ATM cash withdrawals. Authorized Users may need to enter their PIN to obtain cash at an ATM or make a PIN purchase. Card Transactions may be limited according to limits further described in Section 5.

3.5 Card Balance Management. Any Authorized User is responsible for knowing the Account Balance of their parent Organization before attempting a Card Transaction and should not attempt to perform a Card Transaction if the current Account Balance is lower than the amount of the Card Transaction. The Account Balance is made accessible in the Zeffy Dashboard under the Bank section. It is refreshed as frequently as possible. Zeffy automatically tops up the Card Balance using the funds received by the Organization on their Stripe Account via their fundraising forms. The Organization can also add funds to their Card Balance through a bank transfer from an external bank account owned by the Organization. No other loading methods are available. Zeffy reserves the right to delay the transfer of the funds from the Stripe Account to the Card Balance for as long as it deems necessary, notably to start performing or finish a risk assessment or enhanced due diligence.

4. Rewards

Card Transactions may be rewarded by financial incentives to the Organization’s Card Balance. The Terms and Conditions of this Reward Program are defined in the Reward Terms.

5. Limits

5.1 General. By design, Card Transactions are limited to the amount available on the Card Balance. No extension of credit can be done. Accordingly, a Card Transaction is declined automatically if the Card Balance is inferior to the Card Transaction Amount. Though Zeffy makes sure the Card Balance visible in the Zeffy dashboard is refreshed as frequently as possible and reflects the actual balance, the balance on the Program Manager’s side is decisive for the application of limits. The Issuing Bank and the Program Manager set limits that cannot be bypassed by Zeffy. Their limits, duly described in the Issuing Bank Terms and Stripe Issuing Accountholders Terms, necessarily apply over the limits set up at the Zeffy level.

5.2 Holds. When an Authorized User uses a Card to initiate a Card Transaction at a hotel, restaurant, gas station, rental car company, and certain other merchants where the amount of the final Card Transaction is unknown at the time of authorization, a hold will be placed on the Card Account for an amount equal to or in excess of the final Card Transaction amount. When a hold is placed on the Card Account, the amount of the hold will reduce the Card Balance accordingly until the hold is released.

5.3 International use. International Card Transactions are not authorized by Zeffy and any charge attempted in foreign currency will be declined automatically.

5.4 Default limitations on frequency and dollar amounts of transactions. By default, the amount and frequency of purchases and cash withdrawals that the Authorized Users of the Organization can perform are limited as follows. If limits conflict with each other, the most restrictive limit applies.

5.5 Risk-based limits. The loading of the Card Balance and the use of the Card may be limited based on other factors determined by Zeffy. Card Transactions and Card Balance reloads may be limited or disabled for security reasons based on a risk assessment done at the Authorized User and Organization level. This risk assessment may be determined taking into account several factors including, but not limited to, Card Account term and Card Transaction history, location of activity and Card Transaction metadata, and information about the Organization and the Authorized Users, including information from third-parties. To modify these limits, the Organization or Authorized User may be asked to deliver additional documentation as part of an enhanced due diligence process, which may include providing further identification materials, source of funds documentation, or other requests as necessary to determine proper limits.

5.6 Limits established by the Organization. The Organization may establish limits on the dollar amount of individual Card Transactions, the maximum number and aggregate dollar amount of Card Transactions in a given period, the number of Cards associated with its Card Account, the types of merchants with which its Cards may be used to initiate Card Transactions. For that, the Organization needs to reach out to Zeffy or to update the limits directly from the Zeffy dashboard in case the limits menu is accessible.

6. Fees

Zeffy may charge certain fees in connection with the Cash-Back Card Program. The fees are described in the table below. Zeffy reserves the right to add, delete or amend fees at any time, in compliance with the rules and provisions set out in Section 10.

7. Disputes and Unauthorized Card Transactions

7.1 Reporting lost, stolen or compromised cards. If an Organization or an Authorized User believes that one or several Cards have been lost or stolen, or believes that one or several Cards’ number or PIN have been compromised, they must IMMEDIATELY report the situation to Zeffy (see Section 11) so that any unauthorized Card Transactions is reported to the Program Manager and/or any potentially compromised Cards is cancelled. Failure to report such situation may result in the incurring additional liability of the Organization.

7.2 Reporting Unauthorized Transactions. If an Organization or an Authorized User believes that there are fraudulent or unauthorized transactions on their Card or Card Account, they must IMMEDIATELY report the situation to Zeffy (see Section 11.) so that any unauthorized Card Transactions is reported to the Program Manager and/or any potentially compromised Cards is cancelled. Failure to report such situation may result in the incurring additional liability of the Organization.

7.3.Reporting Erroneous Transactions. If an Organization or an Authorized User believes that a Card or Card Account was subject to an erroneous or otherwise incorrect charge, they must first contact the merchant to dispute the relevant Card Transaction. If the Organization or an Authorized User is unable to resolve the dispute with the merchant, then they may dispute the Card Transaction by reaching out to Zeffy (see Section 11). The Organization or an Authorized User must report any erroneous or disputed Card Transactions to Zeffy within 90 days (or within any extended timeframe required by Law or Card Network Rules) from the date the Card Transaction appears on the Card Account.

7.4 Reporting Card Disputes. When an Organization or an Authorized User reaches out to Zeffy to report an erroneous or unauthorized Card Transaction, Zeffy may evaluate the information provided before submitting the dispute to the Program Manager. Zeffy can notably check if the Organization and/or the Authorized User have duly contacted the merchant to dispute the Card Transaction beforehand as well as the status of the Card Transaction. Zeffy may also request any information that could be useful to help the Program Manager determines that the dispute of the Card Transaction is valid or the Card Transaction was erroneous or unauthorized. For that purpose, the Organization or the Authorized must fill in a dispute form Zeffy and send it to Zeffy (see Section 11).The Program Manager determines this in its sole discretion if the dispute is valid or the Card Transaction was erroneous or unauthorized based on the information provided by Zeffy. Once the decision made by the Program Manager, Zeffy undertakes to communicate the information to the Organization or Authorized User as soon as possible.

8. Negative balance and right to collect funds

8.1 Obligations for negative balance. The Organization acknowledges that Card Balance and available funds reported on the Zeffy dashboard are only approximations of real time balances and available funds rather than the settled balances or funds in the Card Account. A reported balance may not take into account pending debits and credits. Each time the Authorized User initiates a Card transaction, the Authorized User authorizes Zeffy to reduce the Card Balance by the amount of the transaction and all associated fees. Authorized Users are not allowed to exceed the available amount in their Card Balance through an individual transaction or a series of transactions (creating a “Negative Balance”). Nevertheless, if for any reason (including, but not limited to, any technical errors on Zeffy behalf or on behalf of our Program Manager) the Organization has a Negative Balance in its Card Account, the Organization agrees to immediately load the required amount to correct the Negative Balance, which will be due without the need for Zeffy to notify the Organization, and the Organization shall remain fully liable to Zeffy for the amount of any Negative Balance and any corresponding fees. Zeffy reserves the right to bill the Organization for any Negative Balance or to recoup such Negative Balance from any other Card of the Organization. The Organization agrees to pay Zeffy promptly for the Negative Balance and any related fees. Zeffy also reserves the right to cancel Cards if the Organization creates one or more Negative Balances with a Card. Additionally, if any Card Transactions cause the Card Balance to become negative: (a) Zeffy may exercise its right to collect the Negative Balance from the Organization in accordance with the section 8.2 below; (b) Zeffy may take debt collection measures, including, but not limited to, mandating a debt collection agency or attorneys to pursue the claim in court; or, (c) where Zeffy has reason to believe, in either of its sole discretion, that the Organization is behaving fraudulently, the Organization authorizes Zeffy to initiate a payment transaction for the amount of the Negative Balance from one of its external accounts linked to the Card Account if Zeffy requests that the Organization loads its Card Account with funds in order to correct Negative Balance and the Organization fails to do so within seven (7) Business Days, for which the Organization remains liable if funds are insufficient to cover the Negative Balance. If Zeffy takes any (or all) of these steps, Zeffy may charge the Organization its reasonable costs for doing so. Zeffy is not liable for any fees or costs the Organization may have incurred, including but not limited to if the Organization’s external account charges the Organization any overdraft fees due to Zeffy’s payment transactions.

8.2 Right to Collect Funds. If, at any time, an event occurs that entitles Zeffy to be compensated by the Organization (including, but not limited to, any technical errors on Zeffy behalf or on behalf of our third-party providers including the Program Manager, or a Negative Balance transaction as described in the Section 8.1, Zeffy shall be entitled to recover any amount due to Zeffy by retaining part or all of any funds that the Organization has lodged with Zeffy under any transaction associated with the Card Account at any time without notice.

9. Suspension and Termination

9.1 Default. An organization is in default under these Zeffy Card Terms if it or any of its Authorized Users:

• (a) violate Law, or breach these Card term, the Stripe Issuing Accountholder Terms, the Issuing Bank Terms, or the Card Network Rules;

• (b) fail to pay any amounts owed to Zeffyn Stripe or the Issuing Bank in connection with the Cash-Back Card Program;

• (c) initiate a Card Transaction that would exceed or violate a limit established for use of the Cash-Back Card Program;

• (d) are the subject of an Insolvency Proceeding;

• (e) provide inaccurate information during its application, or have failed to keep this information current;

• or (f) Zeffy, Stripe or the Issuing Bank determines that there is an unacceptable regulatory, reputational or financial risk associated with their participation in the Cash-Back Card Program

9.2 Zeffy’s right to suspend or terminate. If an Organization is in default under these Cards Terms, Zeffy may:

• (a) suspend or terminate the Organization’s Card Account or any or all Cards;

• (b) declare any amounts the Organization owed to Zeffy or the Program Manager of the applicable Issuing Bank immediately due and payable;

• (c) refuse to authorize any Card Transactions;

• (d) reverse any Card Transactions;

• (e) terminate these Zeffy Card Terms;

• and (f) take any other action Zeffy deems necessary.

In addition, Zeffy may suspend or terminate a Card Account or any Cards if the Program Manager or the Issuing Bank directs Zeffy to do so.

9.3 Reactivating after suspension. If Zeffy suspends a Card Account or a Card, Zeffy may require the Organization to pay amounts owed to Zeffy, Stripe or the Issuing Bank before reactivating the Organization’s Card Account or that Card and do it for a fee as set forth in the Section 6.

9.4 Organization’s right to close a Card Account. If an Organization cancels its participation to the Cash-Back Card Program, it must notify Zeffy. If applicable, the Organization must zero out its Card Balance before closing the Card Account. If one or several Cards are canceled by Zeffy and when the Card Balance is positive, Zeffy will send a transfer to the external bank account linked to the Stripe Account in the amount of the Card Balance for no charge. In all events, any transfer Zeffy send will be sent to the external bank account Zeffy has for the Organiazation in its records. The termination of the participation in this Cash-Back Card Program will not affect any of Zeffy’s rights or the Organization’s obligations arising under the Zeffy Card Terms before termination.

10. Amendment

Zeffy may amend or change these Zeffy Card Terms at any time. The Issuing Bank and the Program Manager may also prospectively add to, delete, or amend respectively the Issuing Bank Terms or any documents referenced in the Issuing Bank Terms at any time, or the Issuing Bank Terms or any documents referenced in the Stripe Issuing Accountholder Terms at any time. Zeffy reserves the right, subject to Law, to deliver to the Organization any notice of these changes to these terms by notifying the Organization through the Zeffy dashboard or by providing notice of changes to the Organization electronically. The Organization’s continued use of the Program will constitute acceptance of any amended or new terms.

11. Contact Information

For questions, concerns, disputes or complaints, participants can contact Zeffy customer support by email at [email protected] or use Zeffy online chatbot.

Address: Simplyk Inc. (dba Zeffy)

651 N broad street suite 206,

Middletown,

Delaware, 19709