These Third National Platform Terms  (“Terms”) supplement and form part of your Card Issuance and Program Management Agreement (“Agreement”)in addition to any other management agreements with Third National or Third National affiliates. Any description or reference to Third National (“We”, “Our”, etc) includes Third National affiliates who may also provide support services to Third National and Third National clients.

These Terms  describe the terms and conditions that apply to your use of the Services. Your integration and use of the API with your platform is subject to your acceptance of the terms and conditions of these Terms. By integrating and using the API, either initially, or on an ongoing basis, you expressly agree to the terms and conditions of these Terms and any updates or modifications to this document made from time to time by us. You may not access or use the API or any Services unless you agree to abide by all of the terms and conditions in these Terms. In the event of a conflict between the Agreement and these Terms, these Terms will control except as expressly provided otherwise in the Agreement. The Service is a business product, to be used for commercial purposes. Any attempt to access our API or website to reverse engineer, copy, or otherwise replicate the business processes, licensing, data or funds flows is strictly prohibited.

‍1. Our Services

a) Our API and Services

‍We provide you and your business with a card issuing, program management, compliance, and related services platform (“Services”), which can be used as agreed by you and us. We make the Services available via a suite of application programming interfaces (“APIs”) and Web-based dashboards. We will provide you with API keys to access the Services. From time to time, we may update the API and related documentation, including by deprecating or removing product features. We may also make additional API documentation available to you.

b) Support

‍We provide support on general issues related to your API account and your use of the Program. We make resources available through our API documentation and on our website’s support pages.

c) Program Management
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‍Our services may include opening consumer or business card accounts, as well as other business services that may be offered by us or our affiliates. We act as Issuer of these programs and may act as program manager for these services, and in other instances as may be mutually agreed to you the parties. As part of the Services, we may manage and perform some onboarding, compliance, customer service, and financial partnerships management functions.

We are responsible for compliance with Applicable Laws and industry requirements. In exchange for our performance of these responsibilities, you agree to assist us with our obligations. Your specific responsibilities are set forth under Section 2 — Your Obligations (collectively, with our efforts and operations, the “Program”). Notwithstanding anything herein to the contrary, you are responsible for compliance with Applicable Law and Rules with respect to any service you perform in support of the Program.

From time to time, a new law, rule or requirement may be imposed on the Program by a Regulatory Authority, Payment Network, Third National Partner or similar third party (“Critical Change”). In the event of a Critical Change, you agree to cooperate and use commercially reasonable efforts to make any required changes to the Program. Until such time that the Program has been updated to address the Critical Change, we may take any actions necessary to ensure compliance with requirements and expectations from any Regulatory Authority, Payment Network, Third National Partner or similar third party. If a Critical Change impacts interchange revenue or other fees associated with the Program, we reserve the right to make corresponding adjustments to Customer Revenue share percentages and other financial terms.

‍d) Revenue Share

‍We may share a portion of the Program’s revenue in accordance with your Agreement and other applicable terms of these Terms  (“Customer Revenue”). Customer Revenue will be measured based on monthly interchange-eligible transaction volume, net of third-party processing fees, network fees and any amounts returned to the Payment Networks due to chargebacks, refunds, disputes or other related transactions. For purposes of calculating percentages related to Customer Revenue, transaction volume will reset each month. We reserve the right to change Customer Revenue share percentages if the Payment Networks change network fees, change interchange rates or make some other change related to interchange rates. In the event you fail to comply with your obligations in these Terms, including timely responses to our requests for information, we may withhold any Customer Revenue until such time you have fully remedied the noncompliance.

‍2. Your Obligations
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‍a) Program Setup

‍i. Account Registration

‍You must open an account with us to use the Services. During registration we will ask you for information, including your name and other personal information. This information will be collected and used in accordance with our Privacy Policy. You must provide accurate and complete information in response to our questions. We may request additional information from you at any time. For example, we may ask you to present government issued identification such as a passport or driver’s license, a business license, or other information.

You agree to keep all information requested in connection with your Account current. You must promptly update us regarding any changes affecting you, the nature of your business activities, your representatives, your principal owners, your principals, or any other pertinent information. We may suspend your API Account or terminate the Services if you fail to keep this information current.

You agree to promptly notify us in writing no more than three (3) days after any of the following occur: (a) you become subject to an Insolvency Event; (b) there is an adverse change in your financial condition; (c) there is a planned or anticipated liquidation or substantial change in the basic nature of your business; (d) you transfer or sell 25 percent (25%) or more of your total assets or there is any change in the control or ownership of your business or parent entity; or (e) you receive a judgment, writ or warrant of attachment or execution, lien, or levy against 25 percent (25%) of more of your assets.

If you fail to honor these obligations, your Account may be suspended or terminated. You are fully responsible for all activity that occurs under your Account, including for any actions taken by persons to whom you have granted access to the Account. We reserve the right to suspend or terminate the Account if you provide inaccurate or incomplete information, or who fail to comply with account registration requirements.
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ii. Adding a Funding Source

‍In order to use the Services, you must first add an eligible funding source to your Account via connecting your bank account or by funding a USDC reserve balance. By connecting a funding source, you pre-authorize recurring transfers by us from that funding source. When you add a funding source to your Account, you agree that:

a) You are the owner of the funding source, or a control person representing the owners;

b) You are authorized to transfer funds from that funding source;

c) You authorize us to initiate debits from your funding source according to your instructions; and

d) If a settlement or debit is processed via ACH, you acknowledge that the NACHA Operating Rules will apply to the settlement or debit, and you agree to be bound by these rules.

‍iii. UX and UI Review and Approval

‍To facilitate compliance with Applicable Laws, you must collaborate with us and submit Program-related UX and UI designs for feedback and approval. You must ensure Cardholders agree to the Program’s approved cardholder agreement, ACH authorization agreement and any applicable privacy policies in a legally binding manner. You must maintain records of each Cardholder’s agreement to Program related terms, in a manner that can be easily retrieved and shared with us and Third National Partners. You must also ensure Cardholders are provided with disclosures required by the Rules, Applicable Laws and Third National Partners. Unless and until we have given you explicit approval in writing of all Program-related materials required to provide cards to third parties, you must not issue or otherwise distribute cards to any third parties for any reason.

‍iv. Marketing Review Process
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‍You may, at your sole expense, develop and propose Marketing Materials for use in promoting and marketing the Programs.  All Marketing Materials must be developed in accordance with any Third National policies provided to you and approved in advance by Third National in writing prior to use. Where required by Applicable Law or Rules, Third National shall be identified on all Marketing Materials for the Programs contemplated in these Terms.  You shall be solely responsible for ensuring that all Marketing Materials and all methods utilized by you to disseminate such Marketing Materials comply with Applicable Law and Rules.  You agree that if we determine, in our sole discretion, that the Marketing Materials violate or may violate Applicable Law or Rules, we may direct you to suspend the marketing of the Program until such time you and we can amend the Marketing Materials to comply with Applicable Law and/or rules as determined by us.

‍‍b) Program Operation
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‍The program involves use of potentially regulated financial services products, requiring the parties to meet potential obligations imposed by U.S. financial services protection, anti-money laundering, and sanctions laws. You agree to operate in accordance with the terms in these Terms and any Third National policies or API documentation provided by us.

To facilitate the safety of the Program, you agree to:

i.     Appoint a person to manage your participation in the Program, including managing card use by end users.

ii.    Use the APIs as instructed by our API documentation and other communications from us, including implementation guides, slack messages in shared integration channels, emails and bulletins.

iii.    Make timely changes to your code to facilitate the Program’s compliance with changes in Rules, Applicable Laws and industry standards such as PCI-DSS.

iv.   Secure your API keys and contact us immediately if you become aware of any unauthorized use of the keys or any other security incident regarding use of the Services.

v.    Implement and operate the approved UX and UI for Cardholder onboarding, in accordance with Section 2.a — Program Setup of these Terms .

vi.    Use only marketing and other customer-facing materials that have been approved in accordance with Section 2.a — Program Setup of these Terms .

vii.   Use the API to send us all personally identifiable information and metadata about Cardholders, as required in our API documentation and as may otherwise be communicated from time to time by us. You must also assist us in efforts to obtain additional information about Cardholders as required to meet anti-money laundering obligations and facilitate general risk management practices. In particular, if any of the Cardholders of the Program are businesses, with respect to each Cardholder business’ legal entity, you must assist us in efforts to obtain identifying information for: (a) each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity; and (b) one individual with significant responsibility for managing the legal entity, such as an executive officer or senior manager (e.g., CEO, CFO, COO, Managing Member, General Partner, President, Vice President, Treasurer) or any other individual who regularly performs similar functions. If that Cardholder is a consumer, you must meet United States KYC requirements, or assist us in efforts to obtain identifying information including (a) name; (b) date of birth; (c) residential address; and (d) SSN/ITIN, or National ID/Passport Number, and proof of liveness for internationally domiciled persons.

viii.   Cooperate and allow us and Third National Partners to perform approval, audit and oversight functions in accordance with the terms found in Section 2.a — Program Setup, and elsewhere in this Section 2.b of these Terms.

ix.     Promptly provide us with all required information to support our obligations as Program Manager, including but not limited to information to support anti-money laundering and customer dispute resolution efforts. We may make inquiries that we consider appropriate and use third party services to help us verify the identifying information provided and help us determine if we should open, maintain, collect or close your API Account or card access for any Cardholder. We may also report the status, history or closure of your API Account or any limitation of Cardholder access to third parties.

x.    Carry appropriate corporate insurance, commensurate to the risks associated with your ordinary course business offerings and provide us with proof of that insurance.

xi.    Cooperate with us to periodically review the Program for legal and compliance risks. Reviews will occur during a mutually agreed upon time, but no later than one week from our initial request for a review. You must provide any requested materials in a timely manner. You must promptly work with us to address any areas of the Program that are identified as needing enhancement during each review.

xii.  Allow us, our Third National Partners, (“Auditing Party”), at any time during normal business hours and upon reasonable notice, to inspect, audit, and examine all of your facilities, books and records, financial records and reports, personnel, the Data Security Program and associated audit reports, summaries of test results or equivalent measures taken by you to ensure that the Data Security Program complies with Applicable Law, the Rules and these Terms  (“Audit Materials”); and that you are otherwise in compliance with the terms of these Terms , Rules and Applicable Law. The Auditing Party will have the right to make copies of and abstracts of the Audit Materials. Each Auditing Party will have the right at any time during normal business hours and upon reasonable notice to you to request copies of documentation or confirmation of the absence of documentation of the Audit Materials in good faith, to support each Auditing Party’s direct and indirect requirements under their respective vendor risk management programs, and preparation for the Auditing Party’s own annual due diligence audit.

xiii.   Cooperate with us to address compliance and fraud risks that arise during the term of these Terms. We agree to collaborate with you on processes and technical solutions to address new fraud and risk challenges. You must promptly implement technical and process changes requested by us pursuant to this Section. We may choose to suspend the creation of new accounts or suspend Cardholder spend if an emerging compliance or fraud issue creates material risk to legitimate Cardholders, either party, our Third National Partners,  our vendors or a Payment Network. In particular, we may suspend new account creation and suspend Cardholder spend if the average transaction decline rate reaches levels we, in our sole discretion, deem present unacceptable risk to the Program.

xiv.   Not use the Services in connection with any businesses listed on the prohibited list.

xv.   Provide your own customer service functions, subject to compliance with specifications provided by us. Your customer support operations must comply with applicable consumer financial services laws (e.g., Reg E) and payment network rules.

xvi.   Comply with, and take all appropriate and necessary steps to ensure the Program complies with, all Applicable Laws, including but not limited to financial services laws and regulations relating to anti-money laundering, sanctions, consumer protections, false advertising, privacy and data security.

‍c) Your Financial Obligations

‍i.     Program Funding

‍You must promptly fund program bank accounts to cover any amounts incurred or expected to be incurred by Cardholders into an account designed by the Program Manager (“Settlement Account”). For purposes of this Program, you will either: (i) prefund spending into an Account at one or more of our Third National Partners; or (ii) fund all Cardholder spend by the following business day, whether from your own funds or by agreeing to allowing the Program Manager to debit your bank account or smart contracts the following day equal to the previous’ days Cardholder spend. If settling with a stablecoin, you agree that the failure to have the necessary collateral in the Settlement Account may constitute a breach of your obligations and may cause us to halt service on the card program. We and you must mutually agree on a funding structure prior to the Program exiting its beta product stage. The obligations of this Section are in addition to the minimum settlement reserve balance requirements set forth in Section 2.c.ii —Minimum Settlement Reserve Balance below

ii.    Settlement Reserve Balance and Daily Limit

‍To ensure that there is adequate funding to cover the Program’s payment volume, you must maintain a minimum reserve balance (“Settlement Reserve Balance”) in accordance with your Agreement. Except as otherwise provided in your Agreement, the Settlement Reserve Balance must be at least three times the largest daily settlement amount for the Program in the preceding thirty (30) days. We and you must agree on an initial amount prior to the Program commencing operations. We may periodically require a different minimum balance to cover the purchases made through the Program. You shall not be entitled to interest on the amounts held as a Settlement Reserve Balance.

We may use the funds on deposit in the Settlement Account and the Settlement Balance to satisfy any of your obligations to us under these Terms  including, but not limited to, obligations related to fraud, payments, legal fees, fines, and indemnities.

We may suspend the creation of new cards, suspend all Cardholder access, and/or declare you in default of these Terms  if we must draw upon funds in the Settlement Reserve Balance more than three (3) times during a rolling twelve-month payment period of the Program, or if at any time and you fail to replenish the either the Settlement Account or Settlement Reserve Balance to the required level within two (2) business days after written notice from us.

We may set, and adjust from time to time in our sole discretion, a daily spending limit (“Daily Limit”) for the Program. The initial Daily Limit will be the Program’s Settlement Reserve Balance divided by three (3); however, you may increase your Daily Limit by adding additional funds to the Settlement Reserve Balance. We may, at our sole discretion, increase or decrease the Daily Limit based on considerations such as Program transaction history, amounts in the Settlement Reserve Balance, credit and other risk considerations. You must monitor Program spend to ensure that it is always below the Daily Limit. If the Program’s daily authorized transactions are greater than the Daily Limit, we may, at our sole discretion, take action to address the matter, including but not limited to any combination of the following actions: 1) decline further transactions; 2) suspend the creation of new accounts, including new card creates; and 3) allow transactions in excess of the Daily Limit, provided we may assess late fees on any transactions in excess of the Daily Limit, and the late fee will be the lesser of 1.5% per month, or the highest rate permitted by law.

In connection with setting the Daily Limit, we may request you furnish information including but not limited to bank statements and financial statements. We reserve the right to suspend future transactions or suspend the creation of new accounts, including new card creates, if such information is not provided in a reasonable period of time.

iii.     Our Fees

‍To access the Services, you agree to pay the fees Set forth in the Agreement. Where applicable, we will use commercially reasonable efforts to pass through actual, attributable bank and network fees, but we reserve the right to estimate those fees when direct attribution is not possible. If your Services Agreement sets forth per physical card pricing, we reserve the right to make adjustments to the per physical card pricing by providing you written notice.

iv.     Losses

‍You are liable to us for any and all losses suffered or incurred by us or our Third National  Partners in connection with the Program, including without limitation, settlement failures, chargebacks, Cardholder disputes, transaction disputes, over-limit processing, value load processing, under floor limit processing, losses, good faith credits, refunds, reversals, any overdrafts, negative balances, reversals of provisional credits and provisional credits, fraud losses, restitution payments to Cardholders, and claims and damage of any kind incurred by us with respect to transactions or claims of Cardholders, a Payment Network or a Regulatory Authority. We will submit to you invoices for any such losses incurred by us and you will pay such amounts immediately upon receipt of the invoice unless otherwise stated in these Terms.

‍d) Cardholder Customer Service

‍Except to the extent otherwise provided in the Agreement, you shall either directly or via a subcontractor approved by us in writing, (i) establish and maintain an internet website that performs customer service functions as directed by us; and (ii) administer and maintain a dedicated toll-free phone number, which number shall be printed on the cards (where applicable), for providing interactive voice response telephonic customer service and, where required by Applicable Law, live customers service unless otherwise agreed by Third National .  If you desire to offer a mobile application, the features and functionality of such mobile application must be approved by us in writing prior to use with respect to the operation of the Program.  You shall perform monthly quality monitoring of the customer service functions in accordance with any policies established by us during the term.

‍e) Program Records

‍i.  You agree that you shall keep current and accurate records relating to each Program, including, without limitation, and in each case to the extent applicable, the cards issued, accounts opened, account activity and transactions processed pursuant to these Terms  in accordance with Applicable Law, the Rules, and any policies implemented by us (the “Program Records”).  You shall provide to us any Program Records, as required by any Regulatory Authority or Applicable Law.  For avoidance of doubt, you acknowledge and agree that all Program Records for the Programs shall be the confidential information and property of Third National.

ii.  Third National shall be provided with access to any Program Records and any other information and documents it reasonably requests from time to time from you with regard to any activity contemplated by or relating to these Terms , and such information shall be provided in accordance with Third National’s specifications and requirements, including, but not limited to, the timeframe and format in which such information and documents must be provided.  You shall ensure that it has ready access to all Program Records, including those maintained by any subcontractor engaged by you, in order to comply with any request from us pursuant to this section.

‍f) No Add-On Products

‍You shall not market or attempt to sell any add-on products to Cardholders or prospective Cardholders in connection with the Program without our prior written approval.  You shall provide us at least sixty (60) days’ prior written notice and obtain our written approval before materially modifying the terms governing any add-on products or the functionality or features of the add-on products marketed in connection with the Program.  You shall be solely responsible for ensuring that any such add-on products comply with Applicable Law and Rules.  If you or we receives complaints from a Regulatory Authority or Cardholders regarding such add-on products, such party will promptly notify the other party, and you shall promptly resolve such complaints or terminate the marketing of such add-on products in connection with the Program.

‍3. Reselling Services.

a) Limited Right to Resell

‍Subject to our prior approval, which may be withheld in our sole and absolute discretion, you may receive a non-transferrable right to resell and facilitate the licensing of the Services to end user customers of yours (“End-Users”) in select jurisdictions approved by us in advance (the “Territory”). You will distribute the Services to End Users only with all warranties, disclaimers, and notices intact as provided by us. You will take all steps reasonably requested by us to inform End Users of any applicable restrictions and limitations regarding the use of the Services.

‍b) End User Agreement

‍You must require all End Users to execute an end user agreement (“End User Agreement”) containing terms substantially similar to those in this Platform Agreement, and, at a minimum, will, include terms: (i) obligating End Users to the obligations and restrictions required of you in Sections 2 (Your Obligations) and 4 (Confidentiality, Data Security, and Intellectual Property) below, (ii) requiring End Users to comply with applicable law in their access and use of the Services, and (iii) mirroring the warranty set forth in Section 5.e) of this Agreement.  Partner will, upon request, promptly provide Company with a copy of such fully executed End User Agreement and certify to Company that an authorized representative of End User has executed such End User Agreement. Partner will not, nor allow its employees, representatives or agents to, make any commitments, representations or warranties with respect to Company, or the performance of the Company Platform or Services, except as authorized in advance and in writing by Company or derived from and consistent in all respects with materials provided to Partner by Company.

‍c) Indemnity

‍In addition to, and not in lieu of, your indemnity obligations elsewhere in this Agreement, you agree to defend, indemnify, and hold us and our directors, officers, and employees harmless from and against any third party liabilities, damages, losses, judgments, costs, expenses (including reasonable attorney’s fees), claims actions, demands, and suits (i) brought by any End User in connection with your reselling of Services hereunder; (ii) arising in any way out of your or your End Users breach of this Section 3 or the End User Agreement; or (iii) arising in any way out of the End Users provision of Services to Cardholders and prospective cardholders (excluding any claims resulting from our breach of our obligations under this Agreement, our gross negligence, or our willful misconduct).

‍4. Confidentiality, Data Security and Intellectual Property

a) Confidentiality

The obligations in this section supplement any requirements signed in a non-disclosure agreement with us including those signed prior to any terms, pricing or other agreements.

‍i.     Confidentiality Obligations

‍We will maintain your information in accordance with our Privacy Policy. You must: (a) hold our Confidential Information in strict confidence and protect such Confidential Information from unauthorized or accidental loss, destruction, alteration, disclosure, acquisition or access in accordance with Section 4.a.ii; (b) not disclose the our Confidential Information to any other Person, except as permitted in these Terms ; (c) not disclose or otherwise give access to our Confidential Information to any personnel, affiliate, or service provider that does not have a legitimate “need to know” such information for the performance of these Terms  and bind any such Person to enter into a written confidentiality agreement that contains terms equivalent to this Section 4.a — Confidentiality; (e) except as expressly permitted in these Terms  not use, copy or process our Confidential Information for any purpose or in any manner not directly related to fulfillment of your obligations under these Terms ; (f) not decompile, disassemble or otherwise reverse engineer any Confidential Information, or use any similar means to discover its underlying composition, structure, source code or trade secrets and (g) not export or re-export (within the meaning of U.S. or other export control laws or regulations) any Confidential Information or product thereof in violation of U.S. or other export control laws or regulations. In no event will the disclosure of Confidential Information constitute the grant of any title, or any other ownership interest in such Confidential Information, whether express or implied, to you; (h) reverse engineer, copy, or otherwise replicate the business processes, licensing, data or funds flows.

Notwithstanding anything herein to the contrary, the terms of this Section 4a. – Confidentiality, shall survive any expiration or termination of these Terms . The obligations under this Section 4.a – Confidentiality, will extend beyond any expiration of termination of these Terms  for a period of 3 years, except for any Confidential Information that constitutes a “trade secret,” in which case the obligations of confidentiality shall remain for so long as such information constitutes a trade secret

ii.     Disclosures to Program Related Parties

‍Subject to the provisions of Section 4.a.iii — Termination of Obligations and Section 5.j — Assignment, you may disclose our Confidential Information to an affiliate or service provider that is performing any obligation of yours under these Terms ; except you may disclose only the Confidential Information that is necessary for the affiliate’s or service provider’s performance. Confidential Information disclosed to or accessed by your affiliates or service providers will remain your responsibility and constitute Confidential Information in your possession, custody or control for purposes of this Section 4.a — Confidentiality.

iii.     Termination of Obligations

‍Except as otherwise provided in these Terms , at any time or upon the termination of these Terms , you will, at our discretion: (a) return to us all materials belonging to us that constitute our Confidential Information, or (b) securely destroy our Confidential Information and provide us a written certification signed by an authorized officer of yours that all such information was destroyed; except that you may retain our Confidential Information to the extent required to comply with Applicable Law or Rules; provided that you will continue to maintain the confidentiality of our Confidential Information pursuant to the terms of Section 4.a — Confidentiality.

‍b) Data Security

‍i.     Data Security Program

‍You must establish and maintain appropriate administrative, technical and physical safeguards designed to: (a) protect the security, confidentiality and integrity of the Program Data and other Confidential Information; (b) ensure against any anticipated or emerging threats or hazards to its security and integrity; (c) protect against unauthorized access to or use of such information or associated records which could result in substantial harm or inconvenience to any User or Cardholder; and (d) ensure the proper disposal of Program Data (collectively, the “Data Security Program”).

iv.    Notice of Security Incidents

‍If you become aware of any misuse or compromise or unauthorized or accidental loss, destruction, alteration, disclosure or acquisition of or access to Program Data in your possession, custody or control, (a “Security Incident”), or reasonably suspects that a Security Incident has occurred, you must immediately report the suspected or actual Security Incident to us upon becoming aware of the Security Incident, but in no case later than 48 hours after you become aware of the Security Incident. Such report will summarize in reasonable detail the effect on the Program, if known, the nature of the Security Incident (including, if known, the categories and approximate number of individuals and Confidential Information records affected, and the likely consequences of the Security Incident) and all other relevant details.

v.    Response to Security IncidentYou must promptly take all necessary and advisable corrective actions and will cooperate with us in all reasonable and lawful efforts to prevent, mitigate, or rectify such Security Incident. You must take reasonable steps to investigate, prevent the recurrence of, and remedy the Security Incident (which will include appropriate instructions to your affiliates and service providers, if applicable). You must provide us with commercially reasonable assurances as we or Third National Partners may request that such Security Incident is not likely to recur. If we or Third National Partners reasonably believe that the security measures put in place by you (including the security measures of the affiliates and service providers) are insufficient to prevent future Security Incidents, we may provide guidance to you regarding prevention of Security Incidents, and require that you take additional measures to prevent additional Security Incidents. In no event will the guidance provided, or additional measures required, by us exempt you from liability for any future Security Incidents.

vi.    Disclosure to Third PartiesExcept as may be required by Applicable Law or industry rules, you will not inform any third party of any Security Incident without our prior written consent. If Applicable Law requires disclosure of the Security Incident, you will collaborate with us regarding the content of the disclosure in order to minimize any potential adverse impact upon us, Third National Partners, customers and any other third party affected by the Security Incident. The content of any filings, communications, notices, press releases or reports related to any Security Incident will be subject to our written approval prior to their publication or communication. In addition to all remedies available to us under Applicable Law, we will be entitled to all available equitable remedies in the event of a Security Incident or threat of a Security Incident and may seek injunctive relief from a court of competent jurisdiction without the necessity of proving actual loss.

c) Licenses and Intellectual Property

‍i.     Software License Grant to You

‍We grant you a revocable, non-exclusive, non-transferable, royalty-free limited license to access and/or use our API, Services, developer toolkits, dashboard, documentation and other software (collectively, the “Third National IP”) in accordance with the accompanying documentation made available by us for purposes of using the Services. This license grant includes all updates, upgrades, new versions and replacement software for your use in connection with the Services. If you do not comply with the documentation and any other requirements provided by us, then you will be liable for all resulting damages suffered by you, Third National and third parties. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Services. Upon expiration or termination of these Terms,  you will immediately cease all use of any Service.

ii.     Trademark License Grant to You
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‍We grant you, your affiliates, and any subsidiaries a limited, nonexclusive, revocable, royalty-free, and nontransferable license to use our trademarks solely in connection with these Terms to the extent such use is necessary for you to perform your obligations under these Terms.  Title to and ownership of our trademarks will remain with us. This license terminates immediately upon termination of these Terms, unless terminated earlier by us. Upon expiration or termination of these Terms , you will immediately cease all display, advertising and use of all of the trademarks, including the logos and trademarks of the Payment Networks.

iii.     Trademark License Grant to Us
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‍You grant us, our affiliates, and any Third National Partners and service providers for the Program a limited, nonexclusive, revocable, royalty-free, and nontransferable license to use your trademarks solely in connection with these Terms  and to the extent such use is necessary for us to perform our obligations under these Terms . Title to and ownership of your trademarks will remain with you. This license terminates immediately upon termination of these Terms, unless terminated earlier by you.

iv.     No Rights in Third National IP
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‍Except for the express licenses granted above, we are not granting or assigning to you, your service providers or your affiliates any right, title, or interest, express or implied, in or to our IP, or the IP of any third party to which we have been granted a license; and we reserve all rights in our IP, and to the IP rights granted to us by any third party.

As between you and us, we and our licensors and service providers exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the Third National IP or any copies thereof. Third National IP is protected by copyright, trade secret, patent, and other intellectual property laws, and all rights in Third National IP not expressly granted to you in these Terms are reserved.

You may choose to submit comments or ideas about improvements to our Services, our API, our platform, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume, and you agree, that your submission was voluntary, and delivered to us without any restrictions or expectations on our use of the Idea. You also agree that we have no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.
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‍5. General Terms
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a) Representations and Warranties
‍By signing up for and using the Services, you represent and warrant that:i.     Your company is a duly organized entity, validly existing and in good standing under the laws of the jurisdiction in which it was formed, and it has full power and authority to carry on its business as conducted and to own and operate its properties and assets;ii.    You have all requisite power and authority to enter into, adopt, and perform all of its obligations under these Terms; and the execution, adoption, and delivery of these Terms has been duly and validly authorized by all necessary corporate action on its part; and, upon execution and delivery, these Termswill constitute a legal, valid and binding obligation, enforceable against you in accordance with its terms;iii.    Neither the execution, nor delivery, nor the performance by you is in violation of any Applicable Law, your charter or by-laws, or any contract, order, judgment, memorandum of understanding or other instrument to which you are a party or by which you are bound;iv.    No statement or information contained in these Terms or any other document or statement furnished by or on behalf of you, when taken as a whole, contains any untrue statement of a material fact or omits a material fact necessary to make the statement not misleading; andv. Your company holds all licenses, permissions and authorizations necessary to conduct its business, and you will provide us with a copy of any relevant licenses, permissions or authorizations upon request.

‍b) Termination
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‍Subject to Applicable Law and Rules, we may terminate your ability to use the Services, including without limitation your access to your API Account and any Web-based dashboards, and your and your Cardholders’ ability to make any payments or other transactions through the Program:

i.     If you breach, or if we believe you are likely to breach, any term of these Terms;

ii.    If we determine that your use of the Services carries an unacceptable amount of risk, including credit, payment or fraud risk;

iii.    If we are expressly required to do so by order of a Regulatory Authority having jurisdiction over us, the Program’s sponsor institutions, or a Payment Network; except that no prior notice will be required if such notice is prohibited by the Regulatory Authority, a Third National Partner or Payment Network;

iv.    If we reasonably believe that any other legal, reputational or risk-based reason exists, in our sole discretion; or

v.     As set forth in Section 8.h — Force Majeure.In the event we terminate this Agreement for cause or you terminate this Agreement for any reason other than our material, uncured breach, we each agree that, based on economic assumptions material to each party, you shall make a compensatory payment to us.  Such compensatory payment shall equal the greater of (i) 50 percent of the gross revenue, payable to us pursuant to the Agreement during the calendar month immediately preceding the date of termination of this Agreement multiplied by the number of months remaining under this Agreement, and (ii) the sum of the Platform Minimums applicable for each of the months remaining under this Agreement. The parties agree the foregoing calculation will apply, regardless of whether such termination occurs during any implementation or ramp-up period.

We each agree that the compensatory payments set forth above are a reasonable estimation, as of the date of this Agreement, of the actual damages which we would suffer if we were to fail to receive the business for the full term. In making such determination, the parties have considered all relevant factors known to the parties as of the date hereof and have given special consideration to the particular circumstances which may attend each particular termination event including the allocation of risks associated therewith between the parties.

Despite the foregoing, nothing in this section shall limit our right to recover from you any undisputed amounts for which you are otherwise liable under this Agreement.

‍c) Notices

‍You agree to receive notices about the Services via electronic methods. We may provide disclosures and notices required by law and other information about your API Account to you electronically, by posting it on our website, pushing notifications through the Services, or by emailing it to the email address listed in your API Account. Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to our website, or within twenty-four (24) hours of the time emailed to you unless we receive notice that the email was not delivered. If you wish to withdraw your consent to receiving electronic communications, contact us through our website. If we are not able to support your request, you may need to terminate your API Account.

‍d) Indemnification

‍You will indemnify us, the Program’s Third National Partners, their affiliates and their respective personnel (the “Indemnified Parties”) from and against any lawsuit, claim, liability, loss, penalty or other expense (including attorneys’ fees and cost of defense) we may suffer or incur as a result of, arising out of or relating to: (a) your use of the Services, (b) your breach of these Terms  and any other agreement you enter into with us or our service providers or Third National Partners; (c) your acts or omissions; or (d) a violation of Applicable Law or Rules.

‍e) Disclaimer

‍YOU ACKNOWLEDGE THAT EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, WE MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR A COURSE OF PERFORMANCE WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF THE SERVICES OR THAT THE SERVICES WILL MEET YOUR OR, WHERE APPLICABLE, YOUR END USER'S NEEDS, OR WILL BE PROVIDED ON AN UNINTERRUPTED BASIS; WE EXPRESSLY DISCLAIM ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE.

‍6. Dispute Resolution and Arbitration

‍PLEASE READ THIS "DISPUTE RESOLUTION AND ARBITRATION" PROVISION VERY CAREFULLY. IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND THIRD NATIONAL.

‍a) Binding Arbitration

‍i. You and Third National agree that any and all past, present and future Disputes (defined below) shall be determined by arbitration, unless your Dispute is subject to an exception to this agreement to arbitrate set forth below. You and Third National further agree that any arbitration pursuant to this section shall not proceed as a class, group or representative action. The award of the arbitrator may be entered in any court having jurisdiction. “Dispute” means any dispute, claim, or controversy between you and Third National that arises out of or relates to (1)  the Agreement and these Terms(including any addenda hereto or other terms incorporated herein by reference), (2) the breach, termination, enforcement, interpretation or validity hereof, including the determination of the scope or applicability of the agreement to arbitrate hereunder, or (iii) any Services (including, without limitation, the Services).
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ii. This agreement to arbitrate shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set herein or in the Agreement.
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b) Arbitration Procedure
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‍i. Before filing a claim against Third National, you agree to try to resolve the Dispute informally by providing written notice to Third National of the actual or potential Dispute. Similarly, Third National will provide written notice to you of any actual or potential Dispute to endeavor to resolve any claim we may possess informally before taking any formal action. The party that provides the notice of the actual or potential Dispute (the "Notifying Party") will include in that notice (a "Notice of Dispute") the name of Company, the Notifying Party's contact information for any communications relating to such Dispute, and sufficient details regarding such Dispute to enable the other party (the "Notified Party") to understand the basis of and evaluate the concerns raised. If the Notified Party responds within ten (10) business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Dispute informally, then each party shall promptly participate in such discussions in good faith.
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ii. If, notwithstanding the Notifying Party's compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within thirty (30) days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within ten (10) business days), the Notifying Party may initiate an arbitration proceeding as described below. If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of its obligations under the preceding paragraph, then, notwithstanding any other provision of these Terms, the arbitrator(s) will promptly dismiss the claim with prejudice and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with such Dispute.
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iii. You and Third National each agree to resolve any Disputes that are not resolved informally as described above through final and binding arbitration as discussed herein and except as otherwise set forth under this Section 6 below. You and Third National agree that the American Arbitration Association ("AAA") will administer the arbitration under its Commercial Arbitration Rules (the "Rules"). The Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration.) Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit, subject to any effective and enforceable limitations of liability or exclusions of remedies set forth herein. Notwithstanding any language to the contrary in this paragraph, if a party seeks injunctive relief that would significantly impact other Third National users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may -- if selected by either party or as the chair by the two party-selected arbitrators -- participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential.
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iv. You and Third National further agree that the arbitration will be held in the English language in New York, New York, or, if you so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means. v. Filing costs and administrative fees shall be paid in accordance with the AAA Rules; provided that the prevailing party will be entitled to recover its reasonable attorneys' fees, expert witness fees, and out-of-pocket costs incurred in connection with the arbitration proceeding, in addition to any other relief it may be awarded.
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vi. You and Third National agree that, notwithstanding anything to the contrary in the Rules, the arbitration of any Dispute shall proceed on an individual basis, and neither you nor Third National may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a "Collective Arbitration"). Without limiting the generality of the foregoing, a claim to resolve any Dispute against Third National will be deemed a Collective Arbitration if (1) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (2) counsel for the claimants are the same, share fees or coordinate across the arbitrations. "Concurrently" for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.
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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR THIRD NATIONAL SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. Without limiting the foregoing, any challenge to the validity of this paragraph shall be determined exclusively by the arbitrator.

c) Small Claims
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‍Notwithstanding your and Third National’s agreement to arbitrate Disputes, You and Third National retain the right to bring an individual action in small claims court.

‍d) Class Waiver

To the extent applicable law permits, any dispute arising out of or relating to these Terms  or the Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding any other provision of these Terms or the Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.

‍e) No Jury Trial

‍If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to these Terms  or the Agreement

f) Venue and Jurisdiction for Judicial Proceedings

Except as otherwise required by applicable law or provided in these Terms  or the Agreement, in the event that the agreement to arbitrate is found not to apply to you or your Dispute, you and Third National agree that any judicial proceeding may only be brought in a court of competent jurisdiction in Dover, Delaware. Both you and Third National irrevocably consent to venue and personal jurisdiction there; provided that either party may bring any action to confirm an arbitral award in any court having jurisdiction.

g) Confidentiality

The existence of and all information regarding any Dispute will be held in strict confidence by the parties and will not be disclosed by either party except as reasonably necessary in connection with the conduct of the arbitration or the confirmation or enforcement of any arbitral award. Any such permitted disclosure will, to the maximum extent reasonably practicable, be made subject to obligations of confidentiality at least as stringent as the provisions of this paragraph. If any disclosure of information regarding any Dispute is required under applicable law, the parties shall reasonably cooperate with one another to obtain protective orders or otherwise to preserve the confidentiality of such information.

‍h) Survival

This agreement to arbitrate shall survive the termination or expiration of these Terms or the Agreement. With the exception of the provisions of this agreement to arbitrate that prohibit Collective Arbitration, if a court decides that any part of this agreement to arbitrate is invalid or unenforceable, then the remaining portions of this agreement to arbitrate shall nevertheless remain valid and in force. In the event that a court finds the prohibition of Collective Arbitration to be invalid or unenforceable, then the entirety of this agreement to arbitrate shall be deemed void (but no provisions of these Terms or the Agreement unrelated to arbitration shall be void), and any remaining Dispute must be litigated in court pursuant to the preceding paragraph.

‍7. Limitation of Liability
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‍The total liability of Third National under the Agreement towards you for breach of contract, tort or under any other legal theory in any calendar year is limited to an amount equal to the total fees paid by you to Third National during the previous full calendar year (or if no Services were provided in the previous calendar year, the total fees paid in the current calendar year prorated to a twelve-month period).Neither party will be liable for any loss of profit, business, contracts, revenues or anticipated savings, or damage to good name; or for any other special, indirect, or consequential damages, whether resulting from breach of contract, under tort or under any other legal theory.Neither party to the Agreement excludes or limits its liability under the Agreement for intentional misconduct, willful misconduct, death, fraud or personal injury.

‍8. Miscellaneous

a) Third-Party BeneficiariesThese Terms does not benefit or create any right or cause of action in or on behalf of any Person other than us, our Third National Partners and you. In particular, Cardholders and your service providers have no rights under these Terms.

‍b) Independent Contractors

‍These Terms  do not establish or create an employer/employee relationship, partnership of any kind, joint venture, agency or trust between the parties. Rather, each party is an independent contractor with respect to the other party for all purposes related to these Terms .

‍c) Assignment

‍These Terms  and the rights, privileges, duties and obligations of the parties in these Terms may not be assigned or delegated by you without our prior written consent. Unless otherwise agreed by us in writing, assignment will not relieve you of your duties or obligations under these Terms .

‍d) Updates to these Terms Waivers

‍We may amend, change or update these Terms  at any time with notice that we deem to be reasonable in the circumstances by posting the revised version on our website or communicating it to you through the Services (each an “Updated Version”). The Updated Version will be effective as of the time it is posted. Your continued use of the Services after the posting of a Updated Version constitutes your acceptance of the Updated Version. Any Dispute that arose before the changes will be governed by the terms and conditions in place when the Dispute arose. You may not amend, modify, or waive in any fashion any instrument or provisions in these Terms. Our waiver of any breach of these Terms by you will not operate or be construed as the waiver of the same or any other similar breach on a subsequent occasion, nor will any delay in exercising any right, power or privilege granted by these Terms constitute such a waiver.

‍e) Entire Agreement

‍These Terms  (together with all documents referred to within it) embodies the entire understanding of the parties and supersedes and extinguishes in their entirety all prior communication, correspondence, and instruments, including any non-disclosure or confidentiality agreements, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter of these Terms  You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms . You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

‍f) Right to Subcontract

‍We may engage one or more service providers to perform any of our obligations under these Terms. We will only retain a service provider that we reasonably expect to be suitable and capable of performing the delegated obligations in accordance with these Terms.
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‍g) Publicity

‍We may refer to you in public statements, announcements, or other publicity related to these Terms.

‍h)  Force Majeure

‍We will not be liable for delay or failure to perform, in whole or in part, any of our duties under these Terms  due to factors beyond our reasonable control, including lack or failure of raw materials, strike, lockout or other labor disturbance, sabotage, health emergency, terrorism, acts of war or other armed conflict, earthquake, storm, fire, electrical supply or telecommunications failure (each, a “Force Majeure Event”).

‍i) Taxes

‍Each party will be solely responsible for calculating any sales, use or other taxes applicable to it resulting from Program activities, if any, and determining any filings required to be made with any Regulatory Authority in connection with these Terms.

j) Remedies Cumulative

‍The rights conferred upon Third National are not meant to be exclusive of each other or of any other rights and remedies of ours under these Terms, under Applicable Law, or in equity. Rather, each and every right of ours, under Applicable Law, or in equity is cumulative and concurrent and in addition to all other rights we may have.

‍k) Survival

‍The provisions of Section 2, (Your Obligations), 3 (Reselling), 4.a) (Confidentiality), 4.b) (Data Security), 5.a) (Representations and Warranties), 5.d) (Indemnification), 6. (Dispute Resolution and Arbitration), 7. (Limitation of Liability), and 8 (Miscellaneous) and any other provisions of these Terms that expressly state they survive the termination or expiration of these Terms, or that must survive in order to give effect to their intent and meaning, will survive such termination or expiration.

‍l) Severability
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‍If any provision of these Terms or the application of any such provision to any person or circumstance, is invalid or unenforceable, the remainder of these Terms, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, will not be affected by such invalidity or unenforceability, and the parties expressly authorize any court of competent jurisdiction to modify any such provision so that such provision will be enforced by such court to the fullest extent permitted by Applicable Law.

‍m)  Further Assurances

‍From time to time, you shall execute such documents and perform such acts and things as we may reasonably require to give full effect to the purpose and provisions of these Terms.

‍n) Term

‍In addition to our other termination rights herein, and except as otherwise provided in the Agreement, we may terminate these Terms  at any time by providing you written notice.

‍9. Definitions“AAA” is defined in Section 5b. — Dispute Resolution and Binding Arbitration and means the American Arbitration Association.

‍“Account Data” has the definition provided in the PCI Standards.

‍“APIs” means our application programming interfaces, as defined in Section a.1 — Our API and Services.

‍“API Account” is defined in Section 2.a.iii — Account Registration.

‍“Applicable Law” means any: (a) statute, ordinance, paermit, treaty, rule, regulation, law, or common law interpretation of any law applicable to a party; (b) bulletin, judgment, order, decree, injunction, request, recommendation, direction, guidance, examination, or determination of any Regulatory Authority with jurisdiction or authority over a party; or (c) any negotiated settlement, order or agreement by a party with an arbitrator or a Regulatory Authority.

‍“Audit Materials” is defined in Section 2.b — Program Operation.

‍“Auditing Party” is defined in Section 2.b — Program Operation.

“Cardholder” means a Person to whom a payment card or payment card number is issued pursuant to the Program.

‍“Commercial Rules” means the AAA’s Commercial Arbitration Rules and Mediation Procedures, and is defined in Section 5b.— Dispute Resolution and Binding Arbitration.

‍“Confidential Information” means any computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), technology, finances, customers, plans, product developments, unannounced products and services, forecasts, strategies, Program Data, transaction Data, Cardholder data, personal data, the terms of these Terms , and any other data or information, oral or written (electronic, digital, or otherwise), that relates to our or our affiliates’ business activities.

‍“Data Security Program” is defined in Section 4b.1 — Data Security Program Section.

‍“Dispute” is defined as any claim, controversy, or dispute between you and us, our processors, Third National Partners, suppliers or licensors (or their respective affiliates, agents, directors or employees), including any claims relating in any way to these Terms, the Services or any other aspect of our relationship.

‍“Force Majeure Event” is defined in Section 8.h — Force Majeure.

‍“Indemnified Parties” is defined in Section 5.d — Indemnification.

‍“Insolvency Event” means a set of circumstances pursuant to which you (a) are unable to perform under these Termsand becomes or is declared insolvent, is unable to pay its debts as they fall due or admits inability to pay its debts, or is the subject of any liquidation or insolvency proceedings, including the appointment of a receiver or similar officer for you or your business; (b) makes an assignment for the benefit of all or substantially all its creditors; (c) enters into an agreement for the composition, extension, or readjustment of all or substantially all its debts or obligations; or (d) files a voluntary bankruptcy or insolvency petition, application or order, or has an involuntary bankruptcy or insolvency petition, application or order filed against it and such involuntary petition is not dismissed within 60 days of the petition's filing.

‍“Intellectual Property” or “IP” means a party’s rights in all original, divisional, continuation, continuation-in-part, extensions, foreign applications, utility models and re-issues of patents; patent applications; copyrights, copyright applications and registrations, trade secrets, service marks, trademarks, trademark applications; moral rights and all other proprietary and intellectual property rights.

“Marketing Materials” means all promotional materials, documentation, and announcements that relate to the Programs or refer to Third National by name,  including but not limited to, email solicitation messages, published advertising (such as newspaper and magazine advertisements), Internet media, Card art, displays, social media posts, blogs, tweets, texts, banner ads, telemarketing scripts, television or radio advertisements, brochures, postcards, signage, frequently asked questions, interview or public speaking scripts and talking points, sales materials, and press releases intended for public dissemination or to promote, advertise and/or market the Programs or refer to Third National by name.

‍“Partner,” “you,” “your” means the person or entity that entered into an Agreement with Third National subject to these Terms.

‍"Payment Network” means (a) Visa Inc., Visa USA Inc., Visa International, Inc.  (b) Mastercard Incorporated, Mastercard Worldwide, Inc., and Mastercard International Incorporated, (c) American Express, (d) JCB Co., Ltd. (e) Discover Financial Services and Diners Club International, (f) China UnionPay and UnionPay International; (g) the Automated Clearing House; (h) the Society for Worldwide Interbank Financial Telecommunication; (h) the ClearingHouse LLC; (i) the operators of one or more ATM debit networks; (j) enablement partners that provide services connecting, processing and issuing on (a) through (i) to and (k) any similar entity, organization, affiliation or association, or any future affiliate or successor of any such entity that (i) operates a payment network; or (ii) promulgates and enforces the operating rules and regulations of a payment network.

‍“Person” means a natural person, company, partnership, sole proprietorship, joint venture, incorporated or unincorporated entity, or any other form of entity, with or without a separate legal personality.

‍“PCI DSS” means the Payment Card Industry Data Security Standard, or any successor requirements, as each may be amended or otherwise modified from time to time.

‍"Platform Minimums” means the minimum owed by Partner to Third National each month and are in addition to any base program fee.

“Program” means the card program operated by us and marketed by you, as defined in Section 1.c — Program Management.

‍“Program Data” means cardholder data, transaction data, underwriting and risk management data, card fees, pricing, discounts, rebates, offers, promotions, and all other information collected or generated by either party in connection with a Cardholder’s use of the services.

“Regulatory Authority” means any of the following with apparent authority that asserts such apparent authority over these Terms or either party: (a) a country, state, county, city, town, borough, village, district or other jurisdiction; (b) a federal, state, local, municipal, non-United States or other government; (c) a governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity); (d) a multinational organization or body; (e) a body exercising any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, including a self-regulatory body; or (f) an official of any of the entities listed in this paragraph; but which does not include the Payment Networks.

‍“Rules” means the bylaws, operating rules and regulations of any applicable Payment Network, including the PCI-DSS.

‍“Security Incident” is defined in Section 4.b.iv — Notice of Security Incidents.

‍“Sensitive Authentication Data” has the meaning provided in the PCI standards.

“Settlement Account” is defined in Section 2.c.i — Program Funding.

“Settlement Reserve Balance” is defined in Section 2.c.ii — Settlement Reserve Balance and Daily Limit.

‍“Third National,” “us,” “our” means Third National, a Delaware corporation with a principal address located at 273 Ave Ponce De Leon Estudio 6 San Juan PR 00917.

‍“Third National Partners” means the one or more partners we work with to facilitate the Program including, without limitation and to the extent applicable, one or more banks, licensed entities, partners for card issuance, program management and ACH services.