Meow Commercial Collateralized Card Agreement

This Meow Commercial Collateralized Card Agreement (“Card Agreement”) governs the use of your Account and related Card(s) issued by Cross River Bank, Member FDIC (“Issuer”). Capitalized terms used in this Card Agreement have the meaning provided below in Section 11. Issuer and Servicer shall collectively be referred to as “we”, “us”, or “our”.

We may update or replace this Card Agreement by posting an updated version to the Meow Website or notifying you by email. You are responsible for complying with any updated terms.

PLEASE READ THIS CARD AGREEMENT CAREFULLY AS YOUR ACCEPTANCE AND USE OF CARDS IS YOUR CONSENT TO THESE TERMS AND CONDITIONS. THIS CARD AGREEMENT IS SUBJECT TO MANDATORY ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT, AND INCLUDES A WAIVER OF CLASS ACTION AND JURY TRIAL PROVISION. THE AGREEMENT TO ARBITRATE REQUIRES THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF, REPRESENTATIVE OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

1. Agreement, Eligibility, and Using Cards.

1.1 Agreement. This Card Agreement includes the Pricing Disclosures that apply to your Account all disclosures and materials provided to you before and when you applied for and/or opened your Account, and any supplements or amendments to this Card Agreement. By signing this Card Agreement, you acknowledge receipt of a completed copy of this Card Agreement and your understanding of its terms, including the Arbitration Agreement, and you also accept all the terms in this Card Agreement. Additionally, you accept this Card Agreement if you or an Authorized User activate a Card or use the Account or a Card. By completing an application for the Account, you agree to the Arbitration Agreement even if you or an Authorized User do not use the Account or a Card.

1.2 Account Eligibility. You must complete an application, be approved by us in our sole discretion in order to open an Account. The Company must be duly organized as a commercial entity and remain in good standing under the laws of its jurisdiction of organization at all times. Company must provide information identifying Company and its Principal Owners, Administrators, Authorized Users, and representatives and other information requested by us from time to time. Your failure to promptly provide any information requested by us may result in immediate suspension or termination of your Card(s) or Account. Each time Company provides information to us, Company represents and warrants that any information provided by Company, its Principal Owners, Administrators, Authorized Users, and representatives is true, accurate, complete and current. Company agrees to keep current all information provided to us, and to notify us of any change affecting Company, the nature of Company’s business activities, or Company’s Principal Owners, Administrators, Authorized Users, or representatives.

You also must have and maintain a Collateral Account in good standing in order to be eligible for the Account. The Collateral Account secures your Balance, including all future Charges, as set forth in Section 1.4 of this Card Agreement. The terms and conditions of your Collateral Account, and the circumstances under which you may withdraw funds from the Collateral Account, are set forth in the terms and conditions governing your Collateral Account.

Meow may determine, at its sole discretion, whether you are eligible to request and receive Cards. Opening and maintaining an Account in good standing does not constitute an obligation of Meow or Issuer to provide access to Cards.

1.3 Requesting, Receiving and Activating Cards. Administrators may request Cards for Authorized Users through the Meow website. You are solely responsible for any actions Administrators take on your behalf and must immediately notify Meow if an Administrator has been removed. Only Authorized Users designated by Company and approved by us may initiate Charges on issued Cards.

We may, in our sole discretion, refuse any requested Card. We also have the right to cancel, revoke, or suspend any Card at any time without notice. We may issue renewal and replacement Cards to each Cardholder until you tell us to stop, or until we cancel, revoke, or suspend any Card or until this Card Agreement is terminated. Every Card issued to the Company in conjunction with the Account remains the Issuer’s property, and you agree to destroy any Card and to discontinue its use upon our request. Administrators are prohibited from requesting more than one active physical Card for any individual Authorized User. We may decide, in our sole discretion, to not grant requests for Cards or limit the number of physical or virtual Cards provided to an Authorized User.

In order to request a Card for any Authorized User, we may require Administrators to provide the Authorized User’s full legal name, contact information, personal address, and date of birth. Additional information may be required, as determined in our sole discretion.

1.4 Using Cards; Collateral Account. Authorized Users may only use Cards to make bona fide business purchases on behalf of Company at merchants that accept payment over the Card Network.

Cardholders may use Cards for subscriptions or other recurring Charges. You are responsible for any Charges resulting from subscriptions or recurring Charges even where they result from a Cardholder neglecting to cancel the subscription or recurring Charge.

Each of your Cards must be linked to an account at one Meow’s partner financial institutions approved by us, each a (“Collateral Account”). Your Collateral Accounts will secure your Balance, including all future Charges, as set forth in Section 6 of this Card Agreement. You must fund the Collateral Account in order to use the Account or Card.

When one of your Cards is authorized for a Charge, you may charge an amount as authorized by us, not to exceed your Account Limit. The amount of the Charge, plus any applicable Fees, will be added to your Balance and will reduce your Available Spend by the same amount. When a Charge is made on one of your Cards, we also place a hold on the corresponding Collateral Account for the amount of the Charge plus any applicable fees (the “Hold Amount”). The Hold Amount will reduce the available balance in your Collateral Account. If you do not pay your Balance when due, we may exercise our security interest pursuant to Section 9 and withdraw the amount you owe us from the Collateral Account or exercise our right of Set-Off pursuant to Section 7.

1.5 Responsibility for Card Use and Charges. You are responsible for selecting the individuals in your organization who are authorized to use Cards. You are responsible for all Card transactions and activities, including transactions made by your Entities. You agree to establish and maintain controls designed to ensure that the Cards are only used by Authorized Users for bona fide Company business purposes and in compliance with the Terms of Service, this Card Agreement, and applicable law. You are responsible for Charges and transactions made by any person given access to Cards even if they are not the person associated with or named on the Card. You acknowledge that you are ultimately responsible for financial loss caused by Administrators, Authorized Users, or other persons given access to your Meow Account, or Cards, except as provided by Card Network Rules. Meow, Cross River Bank, Card Networks, or other intermediary third-party service providers (including merchant acquirers) may deny or reverse Charges for any reason. Meow is not responsible for any losses, damages, or harm caused by any Charges that are denied or reversed.

1.6 Business Use. You understand that the Accounts is commercial in nature and that certain consumer protection laws, such as the Credit Card Consumer Accountability, Responsibility, and Disclosure Act of 2009, do not apply to this account. You agree that all Charges and other transactions in your Account will be treated as business transactions made solely for business purposes. You agree, in accordance with Section 135 of the federal Truth in Lending Act, that if at any time you have been issued ten (10) or more Cards for use by Authorized Users at Company’s request, then Company waives any and all limitations on its liability for unauthorized use of such Cards that it may have under the Truth in Lending Act.

1.7 Replacing Cards. You are responsible for securing Cards, account numbers, and Card security features (including the CVV and PIN, if any). You will promptly notify us and take appropriate measures to prevent unauthorized charges when a Card is lost, stolen, breached, or needs to be replaced. In such cases, Administrators may request the issuance of replacement Cards by Issuer through the Meow Website. Replacement Cards may have new account numbers that could require you to update the Card on file for any scheduled or recurring payments. You are solely responsible for updating Card information stored with merchants where account numbers may have been changed.

1.8 Receipts, Reporting Errors, and Disputing Charges. Merchants are required by the Card Network to provide a receipt for each charge. Cardholders should retain these receipts as evidence for any Disputed Charges.

You are responsible for reviewing your Transaction History promptly and identifying and Charges that you believe are erroneous unauthorized, or that you dispute.

If you and a merchant have a dispute regarding a Charge identified on your Transaction History, such as delivery of incorrect goods or services or being charged the wrong amount, you should first attempt to resolve the dispute with the merchant. If the dispute is not resolved to your satisfaction or if you believe the Charge is unauthorized, you may initiate a dispute by emailing support@meow.com or through the Meow Website. You must report any Disputed Charge or error no more than 60 days after the Disputed Charge is posted to your Company Account. The Card Networks do not accept, and we will not process any Disputed Charges reported more than 60 days after the Disputed Charge or error posted to your Company Account. Notices for Disputed Charges must specify the Company, Cardholder, details about the Transaction, and an explanation of your belief that the Disputed Charge was made in error or was unauthorized. The information you submit will be reviewed in a commercially reasonable manner. You understand that the Meow Card Program is subject to Card Network rules regarding chargebacks. The Card Networks have established procedures for resolving Chargebacks that may require you to provide details of the disputed Charge or associated documentation.

The Company Account is commercial in nature and, thus, the Electronic Funds Transfer Act (EFTA) and Regulation E do not apply to Disputed Charges.

By accepting this Card Agreement, you assign and transfer to us or our agents any rights and claims, excluding tort claims, that you may have against a merchant for any Disputed Charge fully or partially credited to the Company Account.

1.9 Refunds. For the avoidance of doubt, neither Issuer nor Servicer are responsible for the delivery, quality, safety, legality, or any other aspect of the goods or services that you purchase from a merchant with your Account or a Card. All such disputes must be addressed and handled directly with the merchant from whom those goods or services were purchased. If a merchant provides you a refund for any reason for goods or services obtained with your Account or a Card, you agree to accept a credit to your Account for such refunds, in accordance with the refund policy of that merchant. If the merchant provides you such a refund, the credit to your Account may not be immediately available. We have no control over when a merchant sends a credit transaction, and the credit to your Account may not be available for a number of days after the date the refund transaction occurs. We will choose how to apply the credit to your Balance. If you receive a refund, we may in our sole discretion first apply the refund amount to any Balance on your Account; if you do not have a Balance on your Account, or if there is any refund amount in excess of any Balance, we may credit the refund to your Collateral Account.

1.10 Suspending or Closing Your Account. We may close or suspend your Account or any Card, or refuse to authorize any Charge, in our sole discretion and without notice to you.

You may close the Company Account by providing Notice through the Meow Website or by providing Notice by emailing support@meow.com

You must pay all amounts owed under this Card Agreement and the Meow Terms of Service, as applicable, prior to the closure of the Company Account.

2. Fees, Payment, and Penalties.

2.1 Fees. Fees and charges will apply to your Account as set forth in the Pricing Disclosure, this Card Agreement, any subsequent disclosures, change-in-terms notices, and any other fee schedule provided in connection with your Account.

We may add new fees or increase existing fees upon 30 days’ Notice to you. We may also charge a new or increased fee when you affirmatively agree to such fee, even if that is earlier than 30 days after receiving Notice.

For clarity, fees we may assess include, but are not limited to, periodic fees, fees for Card issuance or replacement, fees applicable to certain transactions, usage fees, service fees, fees for failed payments or returned payments, fees for misuse of Cards, or other fees we disclose to you. We may also charge additional fees for services you request in accordance with applicable law if agreed between you and us. You are responsible for fees in addition to Charges and fines.

Each time you incur a fee, the amount of the fee will be deducted from one of your Collateral Accounts.

2.2 Foreign Transactions. By default, all Charges, fees, and fines must be paid in your (“Settlement Currency”), which is U.S. dollars. If a Charge is made on a Card in a currency other than the Card’s Settlement Currency, we will choose the foreign exchange rate (“FX Rate”) applied to the transaction. The FX Rate may vary from time to time or vary among customers depending on your relationship with us, your Rewards Tier, the type of transaction being conducted, the amount, type of currency, the date and time of the currency exchange, and/or other factors we deem relevant. The FX Rate will typically include costs or other markups as determined by us in our sole discretion. These costs and markups are typically equal to up to three percent (3%) of the Charge amount. You should expect that this rate will be less favorable to you than the rates we pay for foreign currency transactions or rates quoted online or in publications.

3. Account Limit and Available Spend. We assign an Account Limit to your Company Account. You understand that we may, at any time, adjust your Account Limit, including automatic Account Limit increases if you qualify for, based on the Authorized User of your Company Account, your payment history, and other factors, at our discretion. We may adjust your Account Limit without prior notice to you, except as prohibited by law. You may not request any increases to your Account Limit.

Your Balance may never be greater than your Account Limit. The Available Spend on your Company Account is equal to the collective balance of your Collateral Accounts, minus the Balance on your Company Account and any holds, accrued fees or other charges that have not been posted to your Company Account. Any individual Card will only have access to the maximum of the balance of the Card’s corresponding Collateral Account minus and holds, accrued fees or other charges that have not been posted to your Company Account associated with Cards corresponding to the same Collateral Account.

You agree that you will not exceed or attempt to make any Charge that would cause you to exceed your Account Limit or Available Spend, unless otherwise authorized by us. We are not required to authorize Charges if it would cause you to exceed your Account Limit.

4. Payments.

4.1 Promise to Pay. You promise to pay us the Balance on your Account, including, without limitation: Charges you make, even if you do not present the Card or sign for the Charges; Charges that other people make if you let them use or access your Account; and Charges any Authorized User makes or permits others to make. If you let someone else use the Account or a Card, you are responsible for all charges made by that person, even if that person’s use exceeds their authority to use your Account or the Card, whether or not you have notified us that the person will be using your Account. If you are responsible for paying any Balance, we may refuse to release you from liability until all of the Cards outstanding under the Account have been returned to us or destroyed at our request and you repay us the Balance owed to us under the terms of this Card Agreement.

Required Payment Amount; Payment Timing The Balance on your Company Account is due and payable in full each day (the “Required Payment”) and must be received by 4 p.m. ET (the “Payment Cut-Off Time”). IF YOUR REQUIRED PAYMENT IS NOT RECEIVED BY THE PAYMENT CUT-OFF TIME ON ANY DAY, WE WILL EXERCISE OUR SECURITY INTEREST IN YOUR COLLATERAL ACCOUNTS OR EXERCISE OUR RIGHT OF SET-OFF PURSUANT TO SECTIONS 5 AND 7 AND WILL APPLY THE PROCEEDS OF THE COLLATERAL TO THE OUTSTANDING REQUIRED PAYMENT AMOUNT

4.2 Authorization to Debit Collateral Accounts. THIS SECTION PROVIDES AUTHORIZATION TO AUTOMATICALLY DEBIT YOUR COLLATERAL ACCOUNTS FOR ALL AMOUNTS YOU OWE UNDER THIS CARD AGREEMENT. PLEASE READ IT THOROUGHLY.

You authorize Meow, Servicer, Cross River Bank, or their respective successors and assigns to collect amounts owed under this Card Agreement by debiting funds from your Collateral Accounts. Any amounts of Charges contributing to your Balance may be debited immediately from your Collateral Accounts upon Meow’s receipt of a Clearing Transaction from a Card Network.

4.3 Effect of Payment on Available Spend. Your Available Spend may be increased by the amount of your payment within a reasonable time after that payment is received, provided you have not exceeded your Account Limit. We may delay the change to your Available Spend until we confirm that your payment has cleared.

5. Default.

5.1 Events of Default. You will be in default under this Card Agreement, to the extent permitted under applicable law, if: (1) you fail to meet any of your payment obligations in this Card Agreement; (2) a payment made to your Account is not honored or cannot be processed; (3) your Balance exceeds your Account Limit or Available Spend; (4) we determine you made a false or misleading statement to us or otherwise attempted to defraud us; (5) you default under another agreement you have with Issuer, Servicer, or their respective affiliates; (6) Company is dissolved (regardless of whether election to continue is made) or there is any other termination of Company's existence as a going business; (7) you become insolvent, are the subject of bankruptcy or receivership proceedings, or assign your assets for the benefit of creditors; (8) a material adverse change occurs in Company's business, operations or financial condition; (9) any judgment, lien, attachment, or execution is issued against you or your assets; (10) you refuse to provide required information we deem necessary; (11) we learn that you did not meet our eligibility criteria in effect when you applied for the Account; (12) this Card Agreement ceases to be in full force and effect at any time and for any reason; (13) foreclosure or forfeiture proceedings, whether by judicial proceeding or any other method, are commenced by any creditor of yours or by any governmental agency against the you, including a garnishment of any of your accounts, including deposit accounts, with us; or (15) you fail to abide by any other term of this Card Agreement.

5.2 Consequences of Default. If you are in default under this Card Agreement, we may take any of the following actions, to the extent permitted under applicable law, including any applicable notice requirement: (1) continue to charge you fees and charges as set forth in this Card Agreement; (2) lower your Account Limit or Available Spend; (3) file a lawsuit against you or pursue another action not prohibited by law; (4) declare the Balance of your Account immediately due and payable at once without notice or demand; (5) suspend, restrict, or close your Card and Account and/or terminate this Card Agreement without liability to us; (6) exercise our security interest in the Collateral and apply the proceeds of the Collateral to any Balance; (7) exercise our right of set-off under the terms and conditions of Section 7; and/or (8) exercise all other rights and remedies available to us under applicable law. In addition to the rights and remedies we have under this Card Agreement, we also will have all other rights and remedies provided under law or equity, all which rights and remedies will be cumulative. In the event of your default, and subject to any limitations or requirements of applicable law, you agree to pay all costs, including reasonable attorney’s fees, incurred by us in (i) collecting or enforcing your indebtedness and/or the terms of this Card Agreement, whether or not suit is brought against you, and (ii) protecting us and our employees, agents, and service providers from any harm that we may suffer as a result of your default, except to the extent prohibited by applicable law.

6. Security Interest.

6.1 Collateral. You are the lawful owner of the Collateral free and clear of all liabilities, liens, claims, charges, restrictions, conditions, options, rights, security interests, equities, pledges, and encumbrances of any kind or nature whatsoever (other than pursuant to this Card Agreement), or any rights or interests that may be inconsistent with the Charges contemplated in, or adverse to our interests under, this Card Agreement. You have the full right, power, and authority to assign the Collateral to us. You have not previously granted a security interest in the Collateral to any other creditor. You will not allow any person other than us to have any security interest in, or lien, encumbrance, or claim on the Collateral. There are no defaults relating to the Collateral, and there are no offsets or counterclaims to the same. You will strictly and promptly do everything required of you under the terms, conditions, promises, and agreements contained in or relating to the Collateral.

6.2 Grant of Security Interest. For valuable consideration, you hereby assign and grant us, as of the date of acceptance of this Card Agreement, a continuing lien upon, and perfected first priority security interest in and to, all of your rights, title, and interest in, to, and under the Collateral to secure your obligations under this Card Agreement, including the Balance and all future transactions, and agree that we shall have the rights stated in this Card Agreement with respect to the Collateral, in addition to all other rights which we may have by law. At our request, you additionally agree to sign all other documents that are necessary to perfect, protect, and continue our security interest in the Collateral. You will pay all filing fees, taxes, title transfer fees, and other fees and costs involved unless prohibited by law or unless we are required by law to pay such fees and costs.

6.3 Application of Collateral to the Account. If you are in default under this Card Agreement or the Company Account is closed for any reason, you authorize us at any time to withdraw all or any portion of the funds from your Collateral Accounts and apply it to reduce your Balance. We may apply any portion of the funds in your Collateral Accounts to your Balance without notice to you.

6.4 Interest. Interest will be paid on Collateral based on the prevailing rates set by our partner financial institutions offering your Collateral Accounts. Interest may not be paid on Collateral up to the amount of your Balance or Interest may not be paid at all if set forth in your agreements with our partner financial institutions.

6.5 Governing Law. Our security interest in and rights to the Collateral are governed by Uniform Commercial Code Article 9, as implemented in the jurisdiction governing this Card Agreement.

7. Right of Set-Off.

To the extent permitted by applicable law, you grant us the right of set-off and we may, without demand or notice, any such notice being expressly waived by you, set off any amount owed by you to us under this Card Agreement against other accounts held by us in your name or that you hold jointly with a third party. This right of set-off shall apply to accounts that you may open with us in the future even if the Account has been closed. We may exercise this right of set-off against Company or any of its respective successors or assigns. Our rights under this section are in addition to other rights and remedies that we may have under this Card Agreement, at law, or in equity.

8. Representations and Warranties.

From the time you accept this Card Agreement until all amounts you owe us under this Card Agreement have been paid to us in full, plus any period of survival of this Section 8, you continuously represent, warrant, and covenant to us as follows:

1. a.

   Legal Status. Company is a business entity which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of Company's state of organization. Company is duly authorized to transact business in all other jurisdictions in which Company is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Company is doing business. Company has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Company maintains an office at the address provided in the application it submitted to us. Company shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Company and Company's business activities.

2. b.

   Assumed Business Names. Company has filed or recorded all documents or filings required by law relating to all assumed business names used by Company. Company has disclosed all assumed business names to us with its application submitted to us.

3. c.

   Authority to Enter into Card Agreement; Authorization. Company has full power and authority to enter into, deliver, and perform all its obligations under this Card Agreement. Company's execution, delivery, and performance of this Card Agreement has been duly authorized by all necessary action by Company and do not conflict with, result in a violation of, or constitute a default under (1) any provision of (a) Company's articles of organization or membership agreements, or (b) any agreement or other instrument binding upon Company or (2) any law, governmental regulation, court decree, or order applicable to Company or to Company's properties.

   The individual executing this Card Agreement on behalf of Company is at least 18 years of age (or the age of majority in the individual's state of residence) and has the authority and legal capacity necessary to bind Company to this Card Agreement.

4. d.

   Accurate Information. All information that you provide to us is accurate and complete, and your authorized representative will certify the accuracy and completeness of such information upon reasonable request.

5. e.

   Legal Effect. This Card Agreement constitutes, and any instrument or agreement Company is required to give under this Card Agreement when delivered will constitute, legal, valid, and binding obligations of you enforceable against you in accordance with their respective terms.

6. f.

   Legal Proceedings and Claims. No action, suit, claim, inquiry, investigation, or legal, administrative, or arbitration proceeding or similar action (including those for unpaid taxes) against you is pending or threatened, whether at law, in equity, or before any governmental authority.

7. g.

   Bankruptcy. You have not declared bankruptcy within the past seven (7) years preceding the acceptance of this Card Agreement, have not consulted with a bankruptcy attorney within the past six (6) months preceding the acceptance of this Card Agreement, and are not currently contemplating or anticipating the filing of a bankruptcy or other insolvency proceeding, or closing or materially modifying Company's business. You are solvent and capable of fulfilling your obligations under this Card Agreement, and you have not been having any difficulty paying amounts due to others in full and when due.

8. h.

   Taxes. All of your tax returns and reports that are or were required to be filed have been filed on a timely basis (including any extensions), and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by you in good faith in the ordinary course of business and for which adequate reserves have been provided. All such returns and reports are and will be accurate and complete.

9. i.

   Binding Effect. The terms of this Card Agreement are binding upon you, and upon your heirs, personal representatives, successors and assigns, and are legally enforceable in accordance with its respective terms.

10. j.

    Other Agreements. You will comply with all terms and conditions of all other agreements, whether now or hereafter existing, between you and the Issuer or Meow or any affiliate of the Issuer or Meow and notify us immediately in writing of any default in connection with any other such agreements.

11. k.

    Business Purpose. Your application, entry into this Card Agreement, and use of the Account and/or Card(s) are and will be solely for lawful business purposes and not for any personal, family, or household purpose.

    You will notify us prior to any significant change to Company's business activities disclosed to us in your application for an Account, and you will not engage in any business activities other than those activities disclosed to us in your application for an Account without our prior written approval.

12. l.

    Compliance with Laws. You are in compliance with and will comply with all laws, regulations, ordinances, orders, and other requirements, now or hereafter in effect, of any governmental body applicable to the conduct of Company's businesses and operations. You are not a target of any economic or trade sanctions issued or administered by any governmental body.

13. m.

    Material Developments. You will promptly notify us of any significant change or other development that has or may have a material adverse effect on or a significant change in Company's business. You agree to provide us, upon request, any information related to Company's business or the Account contemplated by this Card Agreement.

14. n.

    Authorized Users. Each Authorized User and Administrators has the authority and legal capacity necessary to bind the Company on any and all transactions made on the Account. If any Authorized User and Administrator is an employee of the Company, the Authorized User meets the minimum age of employment under any law applicable to Company and to Company's business activities.

15. o.

    Responsibility for Representatives and Agents. You will be solely liable and responsible for the actions and omissions of your Principal Owners, Administrators, Authorized Users, service providers, agents, and representatives.

9. Additional Terms.

10.1 Notices and Communications You consent to accept Notices electronically and understand this has the same legal effect as a physical signature. We may send Notices to your Meow Account or to the Cardholder email addresses or phone numbers maintained in your Meow Account. You agree to keep all contact information in your Meow Account current. Notices are considered received 24 hours after delivered to you. To properly receive electronic Notices, you must keep all software on devices up-to-date (such as having a modern browser and all updates installed). You are responsible for costs issued by internet or mobile service providers for sending or receiving these Notices.

You understand that acceptance of electronic Notices is required under this Card Agreement and that you may only withdraw this consent by closing the Company Account.

10.2 Governing Law This Card Agreement is entered into and the Company Account is held in New York State. New York State and US Federal law govern this Card Agreement, the Company Account, and your use of Cards, and apply without respect to the internal principles of conflicts of laws. However, when federal law applies, federal law will be used instead of laws of New York State. If any part of the Agreement is unenforceable, this will not make any other part unenforceable.

10.3 Indemnification. Company will, at its own expense, hold harmless, defend, protect, and indemnify both Meow, Issuer and its affiliates, employees, officers directs and service providers (each, an “Indemnified Party”) from and against losses, claims, breaches, suits, damages, liabilities, costs, charges, fines, penalties, reasonable attorneys' fees, judgments, court costs and expenses, amounts paid in settlement, and all other liabilities of every nature, kind, and description, regardless of the form of action or legal theory, incurred by such Indemnified Party in connection with any action or threatened action, suit, claim, or proceeding, regardless of merit, brought by any third party, arising out of, relating to, or alleging: (a) any breach of any term, condition, obligation, representation, warranty, or covenant in this Card Agreement; (b) any actual or alleged infringement, violation, or misappropriation of a third party's intellectual property or proprietary rights; (c) any gross negligence, fraud or intentional misconduct; (d) any violation of applicable law or Card Network Rules by Company or any violation of applicable law or the Card Network rules caused by Company; or (e) any other acts or omissions, including the acts or omissions of Company or its Administrators, Authorized Users, service providers, representatives, or agents. This Section 10.3 does not and will not limit Company’s responsibility and liability for any other amounts for which Company is responsible pursuant to any other provisions of these Card Agreement.

10.4 Arbitration

1. Generally. Except as described in Sections 10.4.b and 10.4.c, you and Meow agree that every dispute arising in connection with this Card Agreement, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

   YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND MEOW ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

2. Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 10.4 within 30 days after the date that you agree to this Card Agreement by sending a letter to Meow Technologies, Inc., Attention: Legal Department – Arbitration Opt-Out, 1504 Bay Rd Apt 2503 Miami Beach, FL, 33139, that specifies: your full legal name, the email address associated with your Meow Account, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Meow receives your Opt-Out Notice, this Section 10.4 will be void and any action arising out of this Card Agreement will be resolved as set forth in Section 10.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

4. Arbitrator. This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Meow.

5. Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Meow’s address for Notice of Arbitration is: Meow Technologies, Inc., 1504 Bay Rd Apt 2503 Miami Beach, FL, 33139. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Meow may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Meow will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Meow has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.

6. Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. During the arbitration, the amount of any settlement offer made by you or Meow must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

7. Arbitration Relief. Except as provided in Section 10.4.h, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Meow before an arbitrator was selected, Meow will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

8. No Class Actions. YOU AND MEOW AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Meow agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

9. Modifications to this Arbitration Provision. If Meow makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Meow’s address for Notice of Arbitration, in which case your account with Meow will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

10. Enforceability. If Section 10.4.h or the entirety of this Section 10.4 is found to be unenforceable, or if Meow receives an Opt-Out Notice from you, then the entirety of this Section 10.4 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 10.2 will govern any action arising out of or related to these Terms.

10.5 Assignment We may transfer, sell, or assign the Company Account, this Card Agreement, or any other rights or obligations under this Card Agreement without providing you Notice. You may not transfer, sell, or assign the Company Account, Cards, or this Card Agreement or any obligations under this Card Agreement to another person or entity.

10.6 Waiver Any delay or failure by us to enforce any provision of this Card Agreement will not be construed as a waiver of such provision.

10.7 Survival This Card Agreement will be effective as of the date Company executes the Card Agreement or opens an Account and will remain in effect until terminated. The following terms will survive the termination of this Card Agreement and closure of the Account and will remain in full force and effect: Section 2, Section 4, Section 5, Sections 6, Section 7, and Section 10. In addition, you understand and agree that in opening the Account, we are relying on all representations, warranties, and covenants made by you in this Card Agreement. You further agree that regardless of any investigation made by us, all such representations, warranties and covenants will survive closure of the Account, shall be continuing in nature, and shall remain in full force and effect until such time as the Balance on the Account shall be paid in full, or until this Card Agreement shall be terminated in the manner provided herein, or until the end of any period of survival of the representation, warranties, and covenants under Section 8 or this Section 10.7, whichever is the last to occur.

10.8 Contacting Us. You may contact Servicer at support@meow.com.

11. Definitions.