Terms & Conditions

Marqeta’s Services

. A description of Marqeta’s services (the “

Services

”) and the Marqeta system (the “

System

”) is available on the Marqeta website, at https://www.marqeta.com/services_and_system (the “

Marqeta Website

”), which is incorporated into these Terms, and may be modified from time to time; the Order Form; and the Documentation. Marqeta may enhance, revise, upgrade, improve, correct, or issue a new release of all or part of the Services or System (collectively, “

Enhancement(s)

”) at any time, provided an Enhancement does not materially degrade the Services. Marqeta will not charge Customer for any Enhancement. If Customer is required to update or otherwise alter its systems to make use of an Enhancement, then Customer will be responsible for its own costs and expenses. A general description of Marqeta’s onboarding services (“

Onboarding Services

”) is available on the Marqeta Website, at https://www.marqeta.com/onboarding_services, and is incorporated into these Terms and may be modified from time to time. Marqeta will provide Onboarding Services to Customer to facilitate and allow Customer to install application programming interfaces (“

API(s)

”), software, or other materials needed to use the Services.

Documentation

. Marqeta will provide Customer with user manuals and other information that describe the features, functions, and operations of the Services (“

Documentation

”). The Documentation can be found on the Marqeta Website, at https://www.marqeta.com/api, and may be modified from time to time.

Marqeta’s Obligations

.

Services

. Marqeta will deliver to Customer or Customer’s Affiliate(s) those Services indicated on the Order Form issued pursuant to these Terms.

Where a Customer Affiliate will receive the Services, the Parties acknowledge and agree all references to “Customer” in these Terms shall also apply to such Customer Affiliate.

Customer shall be responsible for the actions or omissions of its Affiliates and its Affiliates’ Personnel. Customer’s indemnification obligations under the Agreement shall apply to the actions or omissions of the Customer’s Affiliates.

“

Affiliate

” means with respect to any Person, each Person who directly or indirectly controls, is controlled by, or is under common control with a Party. “

Person

” means any corporation, company, partnership, firm, joint venture, association, trust government agency, political subdivision, other entity, or individual.

Documentation

. Marqeta will provide Customer with user manuals and other information that describe the features, functions, and operations of the Services (“

Documentation

”). The Documentation can be found on the Marqeta Website, at https://www.marqeta.com/api, and may be modified from time to time.

Marqeta Service Providers

. Marqeta may use any entity controlling, controlled by, or under common control with a Marqeta Affiliate or a third party when performing under the Agreement (each, a “

Marqeta Service Provider

”).

Marqeta will be solely responsible for (i) the acts or omissions of any such Marqeta Service Provider, as if they were Marqeta’s acts and omissions under this Agreement; and (ii) ensuring such Marqeta Service Provider’s compliance with the terms of this Agreement.

Customer’s Obligations

.

Use of Services

.

Customer agrees to use the Services in accordance with the Documentation, Card Brand Rules, and Customer Legal Requirements.

Customer will bear all risk and cost of compliance with Customer Legal Requirements, Card Brand Rules, credit losses, load failures due to Customer’s acts or omissions, chargebacks, international decline charges, fraud or any other losses on the Cards serviced by Marqeta pursuant to the Agreement (collectively, “

Card Losses

”), except to the extent that Marqeta’s gross negligence or intentional breach caused the Card Losses.

Marqeta will have no responsibility or liability for any such Card Loss, or any disputes related thereto.

A “

Card

” means a prepaid card, debit card, or any other device, technology, or medium that is issued by the Issuer either as a physical card, virtual card, account access device or number containing a primary account number (“

PAN

”) that is associated with a card account.

A “

Cardholder

” means that person or entity that is issued a Card.

“

Customer Legal Requirements

” means all Applicable Law (as defined in Section 3(a) below) and regulatory requirements applicable to the operation of its business and its responsibilities under the Agreement.

Instructions and Reports

. Customer will provide Marqeta and/or Marqeta Service Providers all materials, information, data, and instructions reasonably required or requested by Marqeta to perform the Marqeta Services (“

Customer Instructions

”). Customer Instructions will be accurate and complete.

Marqeta may rely on Customer Instructions without additional inquiry. Customer will regularly review Customer Instructions for accuracy and completeness and will promptly notify Marqeta of any changes or errors in such Customer Instructions.

Customer Service Providers

. Customer may use the services of an Affiliate or any third party in exercising its rights or performing its obligations in connection with the Agreement (each, a “

Customer Service Provider

”). If Customer or any Customer Service Provider performs any functions related to the Marqeta Services or the Agreement, or accesses the Services, the System, Cards, Documentation or any other technical information about or incorporated in the Services.

Customer will be solely responsible for (i) obtaining all authorizations, licenses, and consents, and for paying all amounts, necessary for the System to interface with Customer’s systems or those of its Customer Service Provider; (ii) the acts or omissions of any such Customer Service Provider, as if they were the Customer’s acts and omissions under this Agreement; and (iii) ensuring such Customer Service Provider’s compliance with the terms of this Agreement.

Due Diligence

. Customer acknowledges that Issuer’s initial and ongoing approval of the Card Program, and Marqeta’s willingness to make the Card Program and/or the Services available to Customer, is dependent on Customer’s satisfactory financial condition and Customer’s compliance with Marqeta’s due diligence requirements. Throughout the Term, Customer will make available to Marqeta its audited financial statements and any other information Marqeta reasonably requests to perform due diligence reviews on Customer. Customer will notify Marqeta as soon as reasonably possible if there is a material change to its financial state or ownership.

Export Restrictions

. Customer will not export or re-export, or knowingly permit the export or re-export of, the Services, the System, Cards, Documentation, or any other technical information about or incorporated in the Services, the System, or Cards to any country outside of the United States, unless Customer has obtained Marqeta’s prior written consent and the applicable export license(s).

Mutual Obligations

.

Compliance with Applicable Law

. Each Party will comply with the Agreement and Applicable Law.

"

Applicable Law

" means laws, regulations, statutes, codes, rules, orders, licenses, certifications, decrees, standards or written policies, guidelines, directives, or interpretations imposed by any authority, including any Regulator that has or has asserted jurisdiction over the Party or matter in question, that apply to or relate to the Agreement.

“

Regulator(s)

” means any governmental authority with supervisory authority over either Party or Issuer.

“

Issuer

” means the regulated financial institution with whom a Party enters into an agreement to issue Cards.

Representations and Warranties

. Each Party represents and warrants that at all times (i) it has the requisite corporate power and authority to enter into the Agreement and perform under it, (ii) it is not a party to any other agreement that would hinder its ability to perform its obligations under the Agreement, and (iii) it is duly qualified and licensed to do business and to carry out its obligations as required by Applicable Law. Except as otherwise expressly provided in the Agreement, and to the extent permitted by Applicable Law neither Party, nor, when applicable, the Marqeta Service Provider, makes any representations or warranties of any kind, nature, or description to the other Party, whether statutory, express, or implied, including any warranty of non-infringement, error-free operation, merchantability, or fitness for a particular purpose.

Compliance with Card Brand Rules

. Each Party will comply with the rules, by-laws, and standards of any applicable Card Brand (“

Card Brand Rules

”).

A “

Card Brand

” means any operator of a payment card network, such as Visa, Discover, or Mastercard.

In addition, each Party will comply with Payment Card Industry Data Security Standards (“

PCI DSS

”), to the extent applicable to the Party’s performance of its obligations under the Agreement. Upon Marqeta’s request (no more than once every twelve (12) months), Customer will verify its compliance with PCI DSS, to the extent applicable, and provide the results of the verification to Marqeta in writing.

Intellectual Property

.

Parties’ Marks

. Each Party owns all right, title, and interest in and to any materials provided by or on its behalf in connection with the Agreement, including but not limited to its names, trademarks, service marks, or logos (“

Marks

”). Except for the licenses granted under these Terms, neither Party will have any right, title, interest, or license to the other Party’s Marks. During the Term, each Party grants to the other a royalty-free, non-exclusive, non-transferable, non-sublicensable, limited right and license to use, reproduce, and distribute the other Party’s Marks exclusively in connection with the Services. The Parties will obtain one another’s prior approval before distributing to the public any marketing or promotional materials that use the other Party’s Marks, except that Marqeta may use Customer’s Marks without prior consent as necessary to provide the Services and Marqeta may list Customer in its marketing materials with Customer’s logo and generally describe the Services it provides to Customer without Customer’s prior consent.

Where use of a Party's Marks is permitted, a Party will not use the Marks in any manner to disparage the other Party or the reputation of the other Party and shall not take any action which will harm or jeopardize the other Party's Marks or the other Party's ownership thereof, in any way. If a Party determines that the other Party is in breach of any conditions on use of the Marks then the other Party will cease the use of the Marks immediately upon request of the owning Party.

Ownership and License

. Marqeta may provide Customer with project deliverables, plans, Documentation, reports, analyses, and other tangible materials in connection with the Agreement (collectively, the “

Deliverables

”). Marqeta owns all right, title, and interest, including all intellectual property rights, in and to the Deliverables, the Services, and the System and all derivatives thereof.

Marqeta grants to Customer a royalty-free, non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Deliverables, the Services, and the System exclusively in connection with Customer’s receipt of the Services.

Customer will not, directly or indirectly, reproduce, retransmit, republish, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, trade secrets, Confidential Information, or other Intellectual Property from any of the Deliverables, the Services, or the System.

Enhancements

. Marqeta will be the sole and exclusive owner of all intellectual property rights in any Enhancement to the System or Services, including any suggestions, enhancement requests, recommendations or other feedback, and the Parties agree that any such Enhancement will not be a “work made for hire” or a “joint work of authorship” (each as defined under the United States Copyright Act).

Confidentiality

.

General

. Each Party may receive (“

Receiving Party

”) or otherwise become familiar with Confidential Information about the other Party (“

Disclosing Party

”). “

Confidential Information

” means the terms of the Agreement and information about the Disclosing Party’s technology, customer information, business activities, operations, and its trade secrets (as defined under Applicable Law), including (without limitation) (i) existing or contemplated products, services, designs, technology, source code, processes, technical data, engineering, techniques, methodologies and concepts and any related information, (ii) information relating to business plans, sales or marketing methods and customer lists or requirements of a Party, (iii) all information about current and potential future customers of a Party, and (iv) any material marked or designated “confidential” or which by its nature or the circumstances surrounding its disclosure should reasonably be regarded as confidential.

Confidential Information does not include information that a Receiving Party can demonstrate: (1) was in the public domain at the time of disclosure, (2) was in the legal possession of the Receiving Party at the time of disclosure without a duty of confidentiality, or (3) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

For the avoidance of doubt, Confidential Information does not include Cardholder Data and Transaction Data (each defined in Section C). The Parties agree that the use, protection, and security of Cardholder Data and Transaction Data is governed by Section C (Privacy and Security).

Non-Disclosure

. The Receiving Party agrees to take all reasonable measures to maintain the confidentiality and secrecy of the Confidential Information of the Disclosing Party and to avoid its disclosure, including all precautions the Receiving Party employs with respect to its confidential materials of a similar nature. Receiving Party may not disclose the Disclosing Party’s Confidential Information to any third party, except: (i) where Marqeta is the Receiving Party to its Affiliates, (ii) where Marqeta is the Receiving Party to Marqeta Service Providers and (iii) to Issuer, in each case, for the purpose of providing the Services. In all cases, the Receiving Party must ensure that the third-party recipients do not use or disclose the Confidential Information other than in accordance with the terms of the Agreement. The Receiving Party may also disclose Disclosing Party’s Confidential Information to the extent required by Applicable Law or court order, provided that the Receiving Party uses reasonable efforts to limit such disclosure and to obtain confidential treatment or a protective order and has, to the extent reasonably possible, allowed the Disclosing Party to participate in the proceeding.

Termination

.

Termination for Cause

.

A Party may terminate the Agreement, upon written notice to the other Party, in the event that the other Party commits a material breach of the Agreement and fails to cure such material breach within thirty (30) days after receipt of notice, provided, that, if such material breach is a non-monetary breach and is not reasonably curable within thirty (30) days, the cure period will be extended so long as the other Party commences such cure within such thirty (30) day period and diligently pursues such cure to completion within ninety (90) days after notice is first provided.

A Party may terminate the Agreement, upon written notice to the other Party, in the event that the other Party becomes subject to any voluntary or involuntary bankruptcy, insolvency, reorganization, or liquidation proceeding, has a receiver appointed for it, makes an assignment for the benefit of its creditors, or admits its inability to pay its debts as they become due, or any analogous procedure or step is taken in any jurisdiction.

Marqeta may terminate the Agreement or suspend the provision of services pursuant to an Order Form in the event Customer fails to pay undisputed charges when such payments are due and payable (as set forth in the Order Form) and fails to cure such material breach within five (5) days after receipt of notice. Marqeta’s right to terminate pursuant to this Section (iii) does not prejudice or waive its right to payment.

Marqeta may terminate or suspend performing under this upon notice (i) if

Agreement if Customer fails to perform a regulatory or compliance obligation or directive, (ii) if Customer violates Applicable Law or Card Brand Rules, (iii) at the directive of Issuer.

Termination Not for Cause

.

A Party may terminate the Agreement on ninety (90) days’ prior written notice or suspend providing Services under the Agreement, if there is a change in Applicable Law or Card Brand Rules that would have a material adverse impact upon a Party’s ability to perform its obligations under the Agreement. The Party terminating the Agreement will provide such ninety (90) days’ notice of such termination unless otherwise required under Applicable Law or Card Brand Rules.

Marqeta may terminate the Agreement if directed to do so by an Issuer, Card Brand or Regulator. Marqeta will provide one hundred eighty (180) days’ notice of such termination unless it is required by a Card Brand or a Regulator to provide less notice.

Transition

. Any notice of termination by either Party will include a proposed date for initiation of transition, if any. Except for termination of the Agreement by Marqeta for cause or at the direction of, if applicable, Issuer, a Card Brand, or a Regulator, Marqeta will provide transition assistance reasonably necessary to transition the accounts for which Marqeta provides the Services to a successor service provider as agreed by the Parties in writing (the “

Transition Services

”). Customer will be responsible for all costs and expenses in connection with the Transition Services, including any fees earned by Marqeta but not yet paid by Customer and any fees for the Services during the transition. If Customer elects not to receive the Transition Services, the Parties will work in good faith to implement an orderly wind-down of the Services after termination of the Agreement. The wind-down period will not exceed six (6) months.

In case of termination of the Agreement for any reason other than Marqeta’s breach, unless otherwise expressly provided herein, Customer is obligated to pay all applicable fees and other charges (e.g., the Monthly Access Fee) for the remainder of the Initial Term or Renewal Term (each as defined in the Order Form), as applicable.

Indemnification

.

Marqeta Indemnification

. Marqeta will indemnify, defend, and hold harmless Customer and its officers, directors, and employees from and against all costs, penalties, fees, assessments, and other losses, including reasonable attorneys’ fees (“

Damages

”) as a result of any third-party claim or cause of action (“

Claim

”) arising out of, relating to, or alleging: (i) Marqeta’s material breach of the Agreement, (ii) Marqeta’s gross negligence, willful misconduct, or fraud in connection with the Agreement,

(iii) the gross negligence, willful misconduct, or fraud of any Marqeta Service Provider in connection with the Agreement, or (iv) Marqeta’s infringement of the intellectual property rights of any third party in connection with the Agreement. Marqeta’s indemnification obligations will not apply to any Damages that arise from or relate to (1) the combination of the Services with any products, services, or materials not supplied by Marqeta, (2) any modification to the Services not made by or on behalf of Marqeta, (3) any failure by Customer to implement any Enhancements to the Services, (4) any use of the Services other than as expressly permitted under the Agreement, or (5) Marqeta’s compliance with any Customer Instructions or reliance on any data or information received from Customer or any authorized third party on Customer’s behalf.

Customer Indemnification

. Customer will indemnify, defend, and hold harmless Marqeta, Issuer, and, when applicable, the KYC Service Provider (as defined in Section F (KYC Services)) and each of their respective officers, directors, employees from and against all Damages as a result of any Claim arising out of, relating to, or alleging: (i) Customer and Customer Service Providers’ material breach of the Agreement, (ii) the gross negligence, willful misconduct, or fraud of Customer or any of Customer’s personnel or

Customer’s customers or, when applicable, Retail Partners (as defined in Section D (Managed by Marqeta)) and Customer Service Providers, in connection with the Agreement, (iii)

the violation of any Applicable Law or Card Brand Rules by any Customer's customers or, when applicable, Retail Partner and Customer Service Providers in connection with the Agreement, (iv) Customer’s infringement of the intellectual property rights of any third party in connection with the Agreement, (v) any fines, fees, penalties, assessments, or other amounts imposed by, or on, Issuer, or imposed by any Card Brand in connection with the Agreement, (vi) the business or services of Customer relating to the Agreement, or, when applicable, any of Customer's customers, Retail Partner, Customer Service Providers or Lending Bank (as defined in Section D (Managed by Marqeta)) relating to the Agreement.

Procedure

. The party seeking indemnification (“

Indemnified Party

”) will promptly notify the indemnifying party (“

Indemnifying Party

”) in writing of any Claim along with a copy of any papers received. Failure to provide prompt notice of any third-party Claim will not relieve the Indemnifying Party of its indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party in defending the third-party Claim. The Indemnified Party will tender control of the defense and settlement of any such third-party Claim to the Indemnifying Party at the Indemnifying Party’s expense and with the Indemnifying Party’s choice of counsel. The Indemnified Party will also cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in defending or settling such third-party Claim and the Indemnified Party may join in the defense with counsel of its choice at its own expense.

Insurance

. Subject to the approval by Issuer where applicable, during the term of the Agreement and any transition period, each Party will maintain in full force and effect, at its own cost and expense: (i) insurance coverage sufficient to cover its potential indemnity or reimbursement obligations, and (ii) an appropriate insurance policy or policies providing coverage in the event of its loss of confidential data, including Cardholder Data and Transaction Data, the limit of which (i) for general liability insurance will be no less than one million dollars ($1,000,000) per occurrence or two million dollars ($2,000,000) aggregate, and (ii) for cyber insurance, will be no less than two million dollars ($2,000,000) per occurrence or three million dollars ($3,000,000) aggregate. Each insurance policy will be carried in the name of the Party. A copy of each policy, and any certificates of insurance evidencing the existence of such policy, will be provided to the other Party promptly following such Party’s written or e-mail request. Each insurance policy must be written by insurance carriers that have an A.M. Best rating of “A” or better and will name the other Party and, if Customer is receiving Managed by Marqeta Services, Issuer as an additional insured. Each Party will promptly provide notice to the other Party in the event of any notice of nonrenewal or cancellation, lapse, or termination of any insurance coverage required under the Agreement.

Limitation of Liability

.

Except for (i) a Party’s indemnification obligations, (ii) a Party’s breach of its obligations relating to Confidential Information, or (iii) in the case of Customer’s receipt of KYC Services (if applicable), Customer’s intentional misuse of personally identifiable information

(e.g., name, date of birth, address, Social Security number) (“

PII

”), Cardholder Data, or Transaction Data, or misappropriation of KYC Service Provider IP (each, an “

Excluded Claim

”), in no event will either Party or their respective representatives and suppliers, including any Marqeta Service Provider or Customer Service Provider, be liable to the other Party, whether in contract, tort (including breach of warranty, negligence, or strict liability), or otherwise, for any indirect, incidental, consequential, special, exemplary, or punitive damages regardless of whether such Party knew or should have known of the possibility of such damages. The Parties agree that fines, fees, penalties, or assessments from a Card Brand, Regulator, or governmental agency are direct and not indirect, incidental, consequential, special, exemplary, or punitive damages.“

KYC Services,

” and “

KYC Service Provider IP

” have the meanings provided for in Section F (KYC Services).

Except for an Excluded Claim, or a Party’s payment or funding obligations under the Agreement, a Party’s total cumulative liability to the other Party will not exceed the Net Revenue earned by Marqeta under the Agreement during the twelve (12) months immediately preceding the date on which the issue giving rise to a Party’s liability under the Agreement occurred. “

Net Revenue

” means interchange fees, net of any revenue share, plus other services revenue set forth in the Order Form.

Notwithstanding anything to the contrary in the Agreement, neither Party will be in breach of the Agreement or otherwise responsible or liable for non-performance of its obligations to the extent such non-performance is attributable to (i) a breach by the other Party of its obligations under the Agreement, (ii) the other Party’s failure to cooperate with and perform activities reasonably required on a timely basis, or (iii) in the case of Marqeta, Marqeta’s reliance on information and Customer Instructions provided by Customer in accordance with Section B(2)(b) above. In the event of the foregoing, where Customer has not performed its obligations under the Agreement, Marqeta will: (i) be excused from any resulting delays in performing the Services and be entitled to a corresponding adjustment in the Performance Standard (as defined in Section E (Service Levels); and (ii) not be responsible to Customer for any claims by Customer or third parties arising from or relating to the failure of any third-party software, hardware, communications devices, Internet services, e-mail systems, or other systems or functions.

No action, regardless of form, arising out of any claimed breach of the Agreement or the Services may be brought by either Party more than one (1) year after discovery of the breach.

Each Party has a general duty to mitigate any losses suffered by such Party, including through the enforcement of its agreements with third parties.

General

.

Governing Law and Jurisdiction

. California law shall govern the Agreement without giving effect to conflicts of laws principles. Alameda County, California is the exclusive jurisdiction and venue for all disputes arising out of the Agreement. THE PARTIES WAIVE ANY RIGHT TO A TRIAL BY JURY.

Dispute Resolution Process

. In the event of a dispute between the Parties under the Agreement, the Parties will first attempt in good faith to resolve the dispute by negotiation between themselves, including at least one negotiation session attended by the relationship managers of each Party.

Assignment

. Neither Party may assign any rights or obligations under the Agreement without the other Party’s prior written consent; provided, however, that Marqeta may assign this Agreement or an Order Form subject to this Agreement to an Affiliate upon written notice. The Agreement will bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

Force Majeure

. Except for delays in payment, if the performance of the Agreement or any obligation hereunder is prevented, restricted, or interfered with by any act or condition whatsoever beyond the reasonable control of the affected Party, the Party so affected, upon giving prompt notice to the other Party, will be excused from such performance, except for the making of payments hereunder, to the extent of such prevention, restriction, or interference.

Right to Amend

.

Marqeta may modify, amend, or update these Terms (each, a “

Modification

”) as follows:

Marqeta may make a Modification where necessary to comply with Applicable Law or Card Brand Rules or as required by Issuer.

Any Modification pursuant to this section shall be effective upon Marqeta providing notice to Customer pursuant to Section B(10)(i) (Notices) below.

Subject to the following Section (iii), Marqeta may make a Modification by providing notice to Customer in accordance with Section (B)(10)(i) (Notices) below.

Any Modification pursuant to this section shall be effective in the time set forth in the notice, but not less than 30 days (the “Modification Effective Date”).

Unless necessary to comply with Applicable Law or Card Brand Rules or as required by Issuer, Marqeta may not modify or amend the following provisions in a manner that materially and negatively impacts unless it provides notice to Customer and Customer affirmatively agrees to such modification:

Section (B)(4)(Intellectual Property); (B)(5) (Confidentiality); Section (B)(6) (Termination); Section (B)(7) (Indemnification); Section (B)(8) (Insurance); Section (B)(9) (Limitation of Liability); Section (B)(10) (General); Section E (Service Levels).

Any Modifications will have only prospective effect and not apply to Customer retroactively.

Any Modifications will be made by posting them to this website, or another website owned or operated by Marqeta.

Once Modifications have been posted, the updated Terms will supersede the prior version of the Terms.

Except for a Modification made pursuant to Section (iii) above, Company’s continued use or receipt of the Services beyond the Modification Effective Date shall constitute Company’s acceptance of the modified terms.

Severability

. If any provision of the Agreement conflicts with a law under which the Agreement is to be construed or is held invalid by a court of competent jurisdiction, that provision will be deemed to be restated to reflect, as nearly as possible, the original intentions of the Parties and the remainder of the Agreement will remain in full force and effect.

Rights of Third Parties

. The Agreement is between, and may be enforced only by, Customer and Marqeta and will not create any rights in third parties other than, if applicable, the Issuer and the KYC Service Provider (as defined in Section F (KYC Services)).

Cumulative Remedies

. Except as otherwise expressly provided in the Agreement, all remedies provided for in the Agreement will be cumulative and in addition to, and not in lieu of, any other remedies available to either Party at law, in equity, or otherwise.

Notices

. All notices under the Agreement shall be in writing, including via email.

Each Party shall send notices to the other Party at the address or email address set forth in the Order Form.

Counterparts

. The Order Form may be executed in counterparts.

Relationship of the Parties

. Nothing in the Agreement is intended to, or will, create a partnership, or joint venture, or agency relationship between the Parties.

Survival

. The provisions of the Agreement that by their nature or terms are intended to survive the expiration or termination of the Agreement shall survive its expiration or termination.

Entire Agreement

. The Agreement, which is comprised of these Terms and the Order Form, including any schedules incorporated via an applicable Order Form, represents the Parties’ entire agreement and supersedes any and all prior written or oral communications, agreements, or understandings.

Security Standards

.

Each Party will implement security measures and procedures designed to: (1) ensure the security and confidentiality of Cardholder Data and Transaction Data (as defined in Section (2)(a) below), (2) protect against anticipated threats or hazards to the security and integrity of Cardholder Data and Transaction Data, (3) protect against unauthorized access to or use of Cardholder Data and Transaction Data, (4) prevent unauthorized access to or use of the other Party’s system through its systems, and (5) prevent unauthorized access to or use of its own systems.

Notice of Security Breach

. If either Party receives confirmation of any unauthorized access to Cardholder Data, Transaction Data, or the other Party’s Confidential Information, such Party will promptly, and in any event no more than seventy-two (72) hours, notify the other Party in writing and describe the circumstances surrounding such unauthorized access. In addition, each Party will promptly take reasonable steps to minimize such unauthorized access and reasonably cooperate with the other Party to minimize any damage resulting therefrom.

Cardholder Data

.

Cardholder Data

. “

Cardholder Data

” has the same meaning as cardholder data in the PCI DSS Payment Application Data Security Standards Glossary of Terms, Abbreviations, and Acronyms, which at a minimum, consists of the full primary account number (“

PAN

”). Cardholder Data may also appear in the form of the full PAN plus any of the following: cardholder name, expiration date and/or service code. “

Transaction Data

” means any data, except Cardholder Data, about a transaction initiated with a Card.

Customer may use Cardholder Data and Transaction Data it receives through Marqeta to perform obligations in accordance with operating a Card Program (as defined in Section D (Managed by Marqeta) and Applicable Law. Marqeta may use Cardholder Data or Transaction Data for(i) performing its obligations under the Agreement, (ii) improving and developing Marqeta’s products and the services for Marqeta’s customers generally, including for performing fraud screening and verifying identities and information, and (iv) complying with Applicable Law or Card Brand Rules.

 Customer confirms that it has provided all required disclosures and obtained any necessary authorizations from its Cardholders, and Customer agrees that it is permitted under Applicable Law to enable Marqeta to utilize the Cardholder Data and Transaction Data for the purposes described in this Section 2.

Transaction Level Fraud Data.

Transaction Level Fraud Data

. Customer will report to Marqeta data related to fraudulent transactions at a transaction level (“

Transaction Level Fraud Data

”). Specifically, as a part of the Transaction Level Fraud Data, Customer will report:

Except for Fraudulent Transactions False Negative and Fraudulent Transactions False Positives, Marqeta will treat all authorized transactions as fraudulent transaction true negatives and all other declined transactions as fraudulent transaction true positives. Customer will report its Transaction Level Fraud Data to Marqeta through the Fraud Feedback API, and Marqeta will share Customer’s Transaction Level Fraud Data to the Card Brands in accordance with the Card Brand Rules.

Marqeta’s Obligations

.

Card Program

. Marqeta will provide Card program Services (the “

Card Program

”) to Customer. To do this, Marqeta will enter into an agreement with an Issuer.

Instructions

.

If Customer Instructions include enabling Commando Mode, Customer is responsible for all such transactions relating to the Cards, including any losses or complaints. "

Commando Mode

" is an optional feature pursuant to which the System makes authorization decisions based on business rules pre-defined by Customer in the event that Customer fails to respond to a JIT authorization request.

"

JIT

" or "

Just In Time

" means a method that enables Customer to automatically authorize or decline Card transactions in real time via Marqeta's API.

Customer’s Obligations

.

Card Program Interface

. Customer will provide Cardholders and any authorized users, who are designated by Cardholder to use a Card on Cardholder’s behalf or direction, with (i) any required website and/or mobile interface necessary to use the Card and to manage Card accounts, and (ii) any Card disclosures or permissions required by Applicable Law. Customer will not alter any information it receives from Cardholders or authorized users that Customer provides to Marqeta. Customer will obtain on an individual basis, and will maintain records of, a Cardholder’s or an authorized user's acceptance of each applicable version of (1) the Cardholder agreement and/or Card terms and conditions, and (2) the Issuer’s privacy policy and “opt-in” acceptance or withdrawal. Marqeta and Issuer will audit such list pursuant to Section 2(f) below.

Non-Circumvention

. Marqeta is solely responsible for (i) selecting the Issuer, Card Brand(s), and related requirements with respect to any Card Program and (ii) engaging and contacting Issuer and Card Brands with respect to the Services (in each case, Marqeta is the “

Decision Maker

”). Customer will not engage or contact Issuer or Card Brand(s) regarding the Services. During the term of the Agreement Customer will not, directly or indirectly, by contract or otherwise (1) circumvent, interfere with, or devalue Marqeta’s relationship with Issuer, any Card Brand, or any Marqeta Service Provider, or (2) solicit Issuer or any Marqeta Service Provider to provide Services directly to Customer. Nothing contained in this Section will prevent Customer from soliciting Issuer or any Marqeta Service Provider to perform services that are unrelated to the Agreement.

Card Restrictions

. Customer will be responsible for establishing, implementing, and enforcing any restrictions or controls on Cards (e.g., spending limits for Cards, restricting the merchant types where Cards may be used), pursuant to the Issuer Program Requirements (defined in Section 4(b) below). If Customer offers Cards to non-consumer customers (i.e., commercial or business customers) then Customer, unless otherwise agreed to by the Parties, will ensure Cards are (i) not used to pay employee wages, and (ii) used exclusively for business purposes (i.e., business expenses), and not for personal, family or household

use.

Third-Party Complaints

. Customer will catalog and maintain copies of all material third-party complaints, including but not limited to Cardholder chargebacks or alleged unauthorized or erroneous transactions (“

Complaints

”), it receives, and its responses to such Complaints for the applicable time period required by Applicable Law or Card Brand Rules. Customer will provide Marqeta with a monthly summary of all such Complaints in a form reasonably acceptable to Marqeta. Marqeta will (i) at all times have access to pending and closed Complaints and Customer’s responses, and (ii) have the right to audit such Complaints. Marqeta will work with Customer and Issuer to resolve Complaints based on information in Marqeta’s possession or received by Customer in accordance with a process agreed to by the Parties and Issuer. Customer will be responsible for all third-party costs and expenses Marqeta incurs in connection with resolving any Complaints.

Audit

. During the term of the Agreement and for at least one (1) year thereafter (or longer if required by Applicable Law), Customer acknowledges and agrees that its compliance with the terms, conditions, and provisions of the Agreement, as well as its business practices, are subject to review and audit by Marqeta, Issuer, the applicable Card Brands, or a Regulator , and, when applicable, the KYC Service Provider (defined in Section F (KYC Services), or any third-party designee of Marqeta, Issuer, Card Brand, Regulator, or KYC Service Provider (the “

Auditing Parties

”), and Customer will keep, maintain, and make available (i) books, records, information and data, and (ii) access to facilities, equipment, and systems related to the activities applicable to the use of the Services so that the Auditing Parties can determine Customer’s compliance with the terms, conditions, and provisions of the Agreement. Customer will be responsible for all costs and expenses for keeping, maintaining, and making available books and records.

Retail Partner

. If Marqeta agrees, such agreement not to be unreasonably withheld, Customer may partner with a retailer (“

Retail Partner

”) under a separate written agreement to make incentives, rewards, goods, or services available in connection with the Card Program.

Digital Wallet

. If applicable to the Card Program, Customer will comply with the terms and conditions of its agreements with all digital wallet providers for the provisioning of Cards into a digital wallet and will notify Marqeta and Issuer promptly upon the expiration or termination of any such agreements.

Customer’s Lending Services

. If Marqeta provides a Card Program in connection with Customer’s lending services, Customer agrees it must first either enter into a written agreement with a Marqeta-approved financial institution (“

Lending Bank

”) or obtain appropriate lending licenses for the purpose of originating loans for Customer’s lending customers. Customer shall be solely responsible for ensuring compliance with Applicable Law for its lending services. Customer acknowledges that Marqeta will have no obligation to comply with or facilitate Customer’s or any third party’s compliance with Applicable Law with respect to Customer’s lending services and business, and that neither Marqeta or the Issuer will be responsible for extending any credit to an end user.

Card Fulfillment Services

. If Customer elects to receive Marqeta’s Card fulfillment services, Customer may order physical Cards by accessing Marqeta’s API. Physical Cards ordered through Marqeta’s card fulfillment services must comply with the Card specification requirements on the Marqeta Website, available at https://www.marqeta.com/physical_card_spec_requirements. Customer will be responsible for ensuring that the art, design, and content of physical Cards, Card carriers, and other packaging materials comply with the card specifications and do not the infringe the intellectual property

rights of any third party. Customer will be responsible for the cost of Card fulfillment and any additional requested services for any physical Card ordered regardless of whether such Card is used.

Marqeta’s Right to Take Over Services

. If Customer fails to perform a regulatory or compliance obligation or directive of Issuer under the Agreement, after reasonable notice and opportunity to cure, Marqeta, upon notice to Customer, may, but is not obligated to, take over the performance of such obligation or directive to continue operating the Card Program. Marqeta’s performance of an obligation or directive that Customer has failed to perform under this subsection will be at Customer’s sole cost and expense, and, if applicable, will be based on the pricing of that obligation or directive as it relates to Services set forth in the applicable Order Form.

Issuer Custodial Deposit Agreement.  Certain Card Programs may require a separate agreement between Customer and Issuer (“Issuer Custodial Deposit Agreement”) and Customer’s use of the Services and Cards will be conditioned upon entering into that Issuer Custodial Deposit Agreement.  Customer acknowledges and agrees that to the extent the Issuer Custodial Deposit Agreement Agreement contains additional or conflicting terms relating to the Program Funding Account (as defined below) the terms set forth in the Issuer Custodial Deposit Agreement shall govern, control, and supersede this Agreement solely with respect to the subject matter covered therein.

Mutual Obligations

. Each Party will comply with written policies, guidelines, or directives that Issuer provides to the Parties (collectively, “

Bank Rules

”). Marqeta may make changes to the Services, the System, or the Card Program to comply with changes to Applicable Law, the Card Brand Rules (including PCI DSS) and the Bank Rules. When this occurs, Marqeta will notify Customer as soon as reasonably possible.

Issuer

.

Bank Approval

. The Parties understand that under Applicable Law, the Issuer is responsible for monitoring and enforcing the regulatory compliance of the Card Program. Thus, the Card Program is subject to the initial and ongoing approval and supervision of Issuer. Marqeta will be responsible for submitting Card Program requests and approvals to Issuer. Marqeta does not make any representations, warranties, or covenants to Customer with respect to Marqeta’s ability to obtain approvals from Issuer. Customer acknowledges that Issuer may withdraw its acceptance and approval of the Card Program and the provision of the Services to Customer if Customer breaches the Agreement or if circumstances arise that pose material and undue risks to the Issuer.

Issuer Program Requirements

. Marqeta or Issuer may establish parameters for the Card Program, including with respect to the types of transactions that may be initiated with Cards, the businesses at which Cards may be used, restrictions on the amounts and velocity of transactions, customer verification requirements, marketing collateral review, required disclosures, customer service, reporting and other parameters (collectively, the “

Issuer Program Requirements

”).

Issuer Program Requirements

may be modified from time to time by Marqeta or Issuer upon notice to Customer. Customer agrees to adhere to the

Issuer Program Requirements

.

Fee Changes

. Fees set forth in the Order Form are determined and agreed upon by the Parties, with an understanding that there will not be a material change in the net cost from either of the Issuer or Card Brands and that Marqeta will maintain its Card Brand Decision Maker status as set forth in Section 2(b). If the net costs from either of Issuer or Card Brands materially increase, or if Marqeta’s relationship with a Card Brand is reduced or removed with respect to a Card Program, Marqeta will notify Customer of a corresponding change in pricing.

Card Funding and Settlement

.

Customer is responsible for all funds loaded, authorized, and settled in connection with the Card Program and for the settlement of all transactions in the amount indicated by the Card Brands. Marqeta will not be obligated to advance or otherwise provide Issuing Bank, or any third party, funds for loading Cards or settling Card transactions. 

Customer, directly or through approved third parties, will transfer funds to a deposit account established by the Issuing Bank (the “

Program Funding Account

”) to fund all loads and settlement required in connection with this Agreement. Such funds will be sent via the method as specified in the Order Form.

 Customer is required to maintain a minimum balance in the Program Funding Account (the “

Minimum Program Funding Amount

”) as defined in the Order Form. The Minimum Program Funding Amount must be deposited into the Program Funding Account no later than seven (7) days prior to the Go Live Date (as defined in the Order Form). At all times, unless otherwise agreed upon in writing by the Parties, Customer will maintain the Minimum Program Funding Amount in the Program Funding Account. To cover unusual volatility, Marqeta may require that Customer initiate an additional transfer to cover loaded, authorized, or settled funds, on an exception basis, upon twenty-four (24) hours’ notice. Customer must request return of any Program Funding Account funds via written request. Customer is not authorized, and will not attempt, to initiate a withdrawal of funds from the Program Funding Account.

 In addition to the Program Funding Account, Customer must comply with collateral requirements or other conditions set forth in the Configuration Schedule(s) to ensure that Customer can satisfy its financial obligations.

If Customer fails to maintain sufficient funds in the Program Funding Account to cover loads, authorization, and settlement and/or fails to maintain the Minimum Program Funding Amount or any collateral requirements, Marqeta may terminate this Agreement or suspend performing the Services or authorizing transactions until Customer has met its obligations under this subsection. Marqeta will notify Customer and request immediate payment for all deficient amounts, which Customer will pay within one (1) Business Day and may charge interest for such failure at a daily rate of six (6) bps per day (0.06% per day) multiplied by such deficient amounts (the “

Daily Interest Obligation

”). Customer’s failure to pay deficient amounts within one (1) Business Day will constitute a material breach of this Agreement that is not subject to the cure periods set forth herein. Marqeta will withhold all revenue share payments until all deficient amounts are paid. In addition to any other remedies available to Marqeta or Issuer at law or under the Agreement and to the extent permitted by Applicable Law, Marqeta may, as a continuous right, set off any amounts owed to it against any outstanding amounts owed to Customer until Customer’s liability owed to Marqeta is fully paid.

Customer acknowledges and agrees that for funds deposited by or on behalf of Customer to the Program Funding Account and / or any collateral account, as applicable, it has received reasonably equivalent value in, among other things, the services made available to Customer by and through Marqeta and Issuer without which deposits the services would not be available to Customer.  Customer also agrees Marqeta and Issuing Bank have provided reasonably equivalent value to Customer in consideration for each purchase made with a card issued under this Agreement, no such transfer has been made for or on account of an antecedent debt owed by Customer, and no such transfer is or may be voidable or subject to avoidance under any applicable bankruptcy, insolvency or other similar law.

Effect of Termination

.

Upon expiration or termination of the Agreement, Customer will be responsible for the payment of all fees accrued, due, and payable by Customer up to the later of the date of such expiration or termination or the completion of the transition. Marqeta may set off such fees owed by Customer by applying the remaining funds in the Program Funding Account. Within thirty (30) days after the wind down of the Card Program, the Issuer will return, by ACH or wire transfer, all remaining funds owned by Customer held in the Program Funding Account and/or remaining on Cards, as adjusted for settlement, disputes, and chargebacks on Cards occurring on and after the end of the Term.

Performance Standard

.

The Performance Standard is a Monthly Transaction Success Rate of 99.99% (rounded) or greater in a calendar month.

“

Monthly Transaction Success Rate

” means one hundred (100) multiplied by (1) minus the following:

The number of transaction authorization attempts that Marqeta failed to properly process for Customer in a calendar month which resulted in a card network Stand-In Processing decline (“

Marqeta-Responsible STIP Declines

”) divided by the total number of transaction authorization attempts for Customer in the same calendar month. Marqeta-Responsible STIP Declines does not include transaction authorization attempts where a Card Brand or Customer caused the failure to properly process the transaction authorization attempts.

The Monthly Transaction Success Rate is illustrated below:

Performance Standard Credits

Marqeta Managed Performance Standard Credits

. With regard to Customer’s receipt of Managed by Marqeta Services, in the event that Marqeta does not meet the Performance Standard in a calendar month and Customer experienced more than 10 Marqeta-Responsible STIP Declines in that month, then Marqeta will pay Customer the portion of its Monthly Incentive Payment that is equal to the difference between the Performance Standard and the Monthly Transaction Success rate, as illustrated in the example below:

Service Reporting

. In order to receive any Performance Standard Credits, Customer must report a failure to meet the Performance Standard to Marqeta via the communications channels provided during the Customer onboarding process within seven (7) calendar days of the failure to meet the Performance Standard.

API Response Time Performance Target

.

The API Response Performance Target is a response time of 1,000 milliseconds or less for 99.99% (rounded) or greater of all Critical API Calls made during a calendar month. The API Response Performance Target is measured by the time that it takes for the System to respond to a Critical API Call from Customer.

“

Critical API Call

” means an API call other than an API call that is part of an authorization request (i) that operates on one account, one card and one transaction, as applicable for that API call, and (ii) where the response time to that API call directly impacts the Cardholder experience.

Schedule Maintenance

. Marqeta will notify Customer of scheduled downtime for maintenance or upgrades at least ten (10) calendar days in advance (“

Scheduled Maintenance

”).

Scheduled Maintenance will not exceed more than four hours per calendar month. Measurement of Marqeta’s compliance with the Performance Standard shall exclude any Scheduled Maintenance.

Technical Support

.

Technical support incidents will be addressed as follows:

Technical Support Response Time Performance Target

.

Customer will notify Marqeta via support911@marqeta.com for Severity Level 0/1 incidents and support@marqeta.com for Severity Level 2/3 incidents.

Severity Level 0/1

– Marqeta resources will initially respond within fifteen (15) minutes of notice from Customer of the incident and will ensure continuous support to resolve all Severity Level 0/1 incidents. Marqeta will promptly (1) advise Customer of the status of remedial efforts being undertaken with respect to such incident; (2) implement a temporary workaround and/or correct the cause of the incident; and (3) report to Customer on the root cause(s) of such incident.

Severity Level 2/3

– Marqeta resources will initially respond within two Business Days of notice from Customer of the incident and will work to resolve Severity Level 2/3 incidents in order of their priority.

Severity Level Descriptions

. Initial incident severity level determinations will be set by Marqeta in good faith based on Customer’s notification and may be modified by Marqeta during resolution.

Severity Level 0

– Complete Service Failure: Occurs when Marqeta is unable to process transactions and/or process Critical API Calls, is unable to send JIT authorization requests to Customer, or a complete loss of the Services or access to the Services.

Severity Level 1

– Impaired Service Failure: Services are partially inoperative, and the inoperative portion of the Services severely restricts the ability 1) to process or authorize Customer’s transactions or 2) complete Critical API Calls.

Severity Level 2

– Reduced Performance: Operational performance of the Services is impaired while most critical operations remain functional.

Severity Level 3

– Minor Flaws: Minor impacts on Customer’s business operations.

Termination Failure

. If Customer experiences Significant Incidents that total more than four hundred twenty (420) minutes per calendar month in (i) three (3) consecutive calendar months, or (ii) four (4) calendar months within a six (6) month period (each a “

Termination Breach

”), then Customer may elect to terminate the Agreement upon thirty (30) days prior written notice to Marqeta.

Customer must provide such notice to Marqeta within seven (7) days of the date of the Termination Breach.

For purposes of determining whether a Termination Breach has taken place, “

Significant Incident

” means sixty (60) or more consecutive minutes of a Severity Level 0 or 1 downtime.

Sole Remedy

. This Service Level Agreement sets forth Customer’s sole remedy related to Marqeta’s failure to meet the Performance Standard or Performance Target

.