Terms of Service – MyCase Smart Spend

Smart Spend Platform Agreement

Last Updated: March 2025

This Smart Spend Platform Agreement (this “Agreement”), together with the MyCase Terms of Service and the AffiniPay Terms of Service (together, the “Master Terms”), form a binding agreement that governs your access and use of: (i) our SaaS-based Smart Spend Platform (defined below) and related Smart Spend Services; (ii) the LawPay Visa® Business Card issued to you pursuant to the Cardholder Agreement, if we have approved your application to open one or more Card accounts; and (iii) any Smart Spend Services related to your use of any Card. Some Smart Spend Services may be delivered or supported by MyCase Affiliates, Third-Party Service Providers and/or the Issuer and may require your or your officer’s agreement to additional terms, including the Cardholder Agreement.

This Agreement does not replace the Customer Cardholder Agreement, which is a separate agreement with the Issuer and remains applicable to your use of any Card. We may change this Agreement on thirty (30) days’ written notice, provided either to the email address on file or through the Spend Management Dashboard; and shall make commercially reasonable efforts to Notify you in advance of any material changes to Services.

You may only apply for, open and maintain a Card Account and use the Services if you accept this Agreement.

Capitalized terms are as defined in Section 14 of this Agreement, or, if not defined in this Agreement, have the definitions provided in the Master Terms.

1.1 The Smart Spend Platform and Services

1.1 The Smart Spend Services

The “Smart Spend Platform” is a SaaS-based spend management module that is available through your MyCase account. Through the Smart Spend Platform, business owners may apply for, obtain and manage Cards for you and your Authorized Users, connect to the Smart Spend Services, and enable Authorized Users to incur Charges, including purchasing products and services for the benefit of your business. Through the Smart Spend Platform, Administrators can view and manage their Card Account, including requesting Cards, setting custom spend controls (Administrators only), and viewing Statements and Credit Limits, spending trends and insights, and all Charges made by all Cards on the Card Account. Through the Smart Spend Services, Authorized Users view their individual Charges, upload receipts, and allocate Charges to specific client cases within MyCase as expenses.

We may update the Services as our products and business evolve, but we will make commercially reasonable efforts to Notify you if an update is likely to result in a material limitation in functionality or your access to any Services. The Smart Spend Services may include the ability to provision a Card within an Administrator’s or Authorized User’s digital wallet. Such digital wallet features are subject at all times to applicable Third-Party Service terms and conditions and may be suspended or terminated at the discretion of the applicable Third-Party Service Provider.

1.2 The LawPay Visa ® Business Card

To be issued a Card, you must first apply for it through the Smart Spend Platform, where you must provide certain Customer Data and certain Personal Data, as requested, and will be able to connect one or more Connected Accounts. As a condition to using the Smart Spend Services and the Card, you must agree to the Cardholder Agreement, and you must ensure that each Authorized User is presented with and agrees to the terms of this Agreement. A failure to comply with the Cardholder Agreement is a breach of this Agreement. The Smart Spend Services and Card are designed for business use, and some consumer protection laws and rules (like those in the Electronic Funds Transfer Act or Regulation E, and NACHA rules for consumers) are inapplicable to Charges on your Card or to how you use the Smart Spend Services.

1.3 Eligibility Requirements

Only legal entities organized, registered, and doing business within the United States (such as LLPs, LPs, C-corps, S-corps, sole proprietorships, and the like) may apply for a Card and use the Smart Spend Services. Entities registered outside the United States, as well as consumers (e.g., individual natural persons), households, and unregistered entities, are not permitted to use, or attempt to open or use, a Card.

2. Applying for a LawPay Visa ® Business Card

2.1 Application Process

You may apply for a Card through the Smart Spend Platform connected to your MyCase account. You must provide all information we request in connection with the application or your Card Account, which may include Customer Data and Personal Data. We provide Card application information to the Issuer and Third-Party Service Providers, and each or all of us may use it to determine your eligibility for Services and Cards, to comply with applicable law, and to maintain your Card account. We may also request information from credit reporting agencies using Customer Data and Personal Data and may report the performance of your account to one or more credit reporting agencies. To use certain Services or features, you might need to allow us to access your Customer Data and Personal Data through Third-Party Services. Additionally, when you request more features or Services, we might ask for more information and documentation that we, our Third-Party Service Providers, or the Issuer may need for compliance, underwriting, and review. MyCase may, but is not required to, use Customer information on file while reviewing your Card application. You must specify at least one Administrator to manage your MyCase Account when submitting your Card application.

2.2 Compliance

Federal law requires all financial institutions to obtain, verify, and maintain information that identifies each person (individual or business) who opens a Card Account, including “Know-Your-Customer” and other information used to detect and avoid criminal activities. This means that we will ask for the name, address, date of birth, and other personal information to identify you and the owners and control persons for your business, along with documentary information used to verify such information, such as corporate registration certificate, proof of address, or personal identification. We may also ask you for corporate information, financial information, the nature of your business or practice, and other information we may request in our discretion. In addition to the foregoing, you acknowledge and agree that you are responsible for complying with applicable law and all applicable provisions of the Network Rules, and for ensuring all Administrators and Authorized Users so comply. Where we reasonably suspect a breach of this section by you or one of your Authorized Users, or where required by an Issuer or Third-Party Service Provider, we may audit your records, Card Account, and applicable files related to your use of any Card or the Smart Spend Services. You will keep, maintain, and make available such books, records and files upon our written request (email to suffice). We may limit, suspend or terminate access to the Smart Spend Services or one or more Cards if we believe in our sole discretion that this section was violated, if there is a change in applicable law or Network Rules, or if required by an Issuer or government authority.

2.3 Approval

MyCase, the Issuer, and Third-Party Service Providers have the right to approve or deny your Card application. You will be able to check the status of your application on the Smart Spend Platform while it is under review. MyCase, Issuers and Third-Party Service Providers rely on the accuracy of all application data and any other Customer Data provided by you or on your behalf in connection with your use of the Cards or the Smart Spend Services. We may deny any application, suspend your access to the Smart Spend Services, or suspend or close your Card Account in our sole discretion, including if your data is incomplete, inaccurate, outdated, or if directed by the Issuer. You represent and warrant that you will only provide accurate information during the application process, and that you will update all provided information as needed to keep your Card Account accurate and up to date. If any changes occur, update your Card Account promptly, or contact us if you need assistance doing so.

2.4 Credit Limits

Credit Limits are set by the Issuer in accordance with the Cardholder Agreement. Subject to Issuer requirements, you may set Card-level spending limits within the Smart Spend Platform, both with respect to dollar amount and categories of Charges allowed. We may use Customer Data and other data available to MyCase and the Issuer, including MyCase account history, available funds, spending patterns, banking patterns, volumes, financial projections, the nature and history of Customer’s business, and anticipated use of the Card. Credit Limits are subject to change in accordance with the Cardholder Agreement. MyCase will make commercially reasonable efforts to provide Notice of any Credit Limit reduction, subject at all times to the Cardholder Agreement. You may view your Credit Limit and spending limits at any time within the Smart Spend Platform.

3. Fees

Some Smart Spend Services and related activities are subject to certain non-refundable Fees, including transaction fees, which will disclose in the Cardholder Agreement and/or the Smart Spend Platform. Disclosure of Fees may be provided in the Cardholder Agreement, the Smart Spend Platform, by Notice or prior to affirmative agreement through the Services. We may update, add, or change Fees upon 30 days’ Notice to you, though we may not provide similar Notice if we reduce fees. The Fees set out in this Agreement do not include applicable sales, use, excise, gross receipts, value-added, GST or HST, personal property or other taxes.

4. Using and Managing the Smart Spend Services and the Cards

4.1 Administrators and Authorized Users

When applying for a Card, the individual submitting the application must be Customer’s owner and will automatically be the Administrator for your Card Account. Administrators can perform various tasks, including:

• Adding, removing, or managing other Administrators and Authorized Users

• Requesting and managing Cards

• Requesting a higher Credit Limit or spending limit

• Setting or changing spending limits for Authorized Users and Cards

• Viewing Charge history and statements

• Running reports

• Providing or updating Customer Data and Personal Data

• Connecting Connected Accounts, Third-Party Services, and other accounts to your Card Account

• Performing other tasks on behalf of the Customer

Customer Administrators will designate Authorized Users so that they may use the Cards and Smart Spend Services. You must ensure that each Authorized User only uses the Services through their assigned account and does not share their access credentials. You are responsible for verifying and authenticating all Authorized Users and maintaining control over the use of Cards, as well as ensuring Authorized Users are notified of and comply with your corporate expense and spend management policies. If a Card Account or Card is compromised, you must immediately disable access (which you may do through the Lock Card function, or by calling the number on the back of the Card) and notify MyCase. You are responsible for any Losses caused by Authorized Users or others with access to your accounts or Cards.

You are responsible for any acts or omissions of Administrators, Authorized Users, and those using credentials issued to Administrators or Authorized Users to access a Card or a Card Account, including any unauthorized Charges, incorrect payee information, and any failure to comply with this Agreement, the Cardholder Agreement, and/or applicable law. All potential Authorized Users will be required to accept User Terms in order to become Authorized Users, and all Authorized Users that are authorized to use Cards may also be required to accept terms presented by MyCase and/or the Issuer.

4.2 Using Cards

Cards may only be used for bona fide business-related Charges. You are responsible for selecting who in your organization has access to Cards. You must implement and maintain reasonable controls to ensure that the Cards are only used for authorized business purposes and in compliance with Network Rules. MyCase, the Issuer, and Third-Party Services Providers shall not be liable for any Charges made by any individuals given access to Cards, even if they are not the person named on the Card or a Customer employee. MyCase, Issuers, Payment Networks, or Third-Party Service Providers (including merchant acquirers) may deny or reverse Charges if we reasonably suspect fraud or a breach of this Agreement. We are not liable for any losses, damages, or other harms resulting from denied or reversed Charges. While Administrators can set Card-level spending limits, the combined spending for all Authorized Users cannot exceed the Credit Limit for your Account or any new Charges on any Card associated with your Card Account will be denied until total spending on the Card Account is below the Credit Limit.

4.3 Disputed Charges

You must attempt to resolve any disputes you may have with a merchant directly with such merchant. If you are unable to resolve a merchant dispute that relates to a Charge, you may submit a Chargeback request by calling the number on the back of your Card. Chargeback requests may be subject to deadlines as set forth in the Network Rules.

You acknowledge that Issuer and MyCase are subject to the Network Rules with respect to Chargebacks and may not be able to successfully reverse the Charge. If you believe a Charge was unauthorized or there was an error on your Statement, you agree to immediately call the number on the back of your Card or, if the Card is not available, send an email to lawpaycard@support.lawpay.com.

Chargeback requests may require you to provide additional information, including the identity of the Authorized User or Cardholder, why you believe that the Charge was made in error or was unauthorized, and any other relevant information about the Charge. MyCase, the Issuer or Third-Party Service Providers will review this information and, if we determine that a dispute is valid, we will credit the disputed Charge amount back to your Card Account.

In accordance with the Cardholder Agreement, you hereby assign and transfer to the Issuer any rights and claims against the associated merchant subject to any credited Charge, excluding tort claims, and you will cooperate with the Issuer with respect and agree not to pursue any claim against the merchant for the credited amount.

4.4 Account Security and Data

You must keep your MyCase Account secure at all times, maintaining reasonable security controls and only giving access to individuals that you have authorized. If you suspect your Card Account has been compromised or misused, you shall immediately disable the relevant Authorized User access and notify us through the Smart Spend Platform or our support team.

You acknowledge and agree that MyCase, the Issuer, and Payment Networks may collect, process and share Customer Data and Personal Data related to your use of Cards, the Smart Spend Services, and Third-Party Services. We may use and disclose this data (including transaction and application data) for:

• identity verification and KYC compliance, underwriting, setting Credit Limits and Card-level spending limits, fraud and loss prevention, and related reporting;

• Providing, maintaining, and improving Services, which may include generating internal reporting and analysis about your use of the Smart Spend Services;

• Compliance with legal obligations, Issuer directives, or Payment Network rules;

• Reporting performance to credit agencies, when appropriate; and

• Enforcing and protecting our rights, including during dispute resolution.

When sharing Customer Data or Personal Data with subcontractors, we will comply with our Privacy Policy and follow industry standard measures to protect it from loss or accidental disclosure. We may also create, use and disclose de-identified Customer Data or Personal Data to improve products and services (such as improving reporting available to you within your Card Account), to market our services, and to generate and maintain internal and external reports.

Customer Personal Data, including Authorized Users’ data, will be handled according to our Privacy Policy, the Master Terms, and applicable laws. You are responsible for obtaining consent from your Administrators and Authorized Users to enable MyCase and Issuer to collect, use, retain, and disclose Personal Data, and for ensuring that Authorized Users have read and agreed to our Privacy Policy.

4.5 Lost or Stolen Cards

If your Card is lost, stolen, or compromised, you agree to notify us immediately and take steps to prevent unauthorized transactions. Administrators can request replacement Cards through the Smart Spend Platform.

You will not provide Card or Card Account access to any individuals that you have not authorized and will take reasonable steps to maintain the security of your Card Account. If you believe or reasonably suspect your Card or Account has been compromised, stolen, or misused, you agree to immediately disable Authorized User access to the Card(s) in question, and you will promptly notify us by calling the number on the back of your Card. You are and remain liable for any employee abuse, unauthorized Charges, and any other financial losses caused by Administrators, Authorized Users, or other persons given access to a Card, Card Account, or Smart Spend Services (whether authorized or not), except as provided by Network Rules. We may also suspend cards if we suspect unauthorized or fraudulent use.

4.6 Requirements and Prohibited Activities

The Smart Spend Services and Cards are only offered to approved business Customers. You shall not, and shall not permit any other entity or person to: (a) use the MyCase Account, Cards, or Services for (i) any expenses other than Customer’s or a Customer Affiliates’ bona fide business expenses, and may not be used (ii) any purpose that is unlawful or prohibited by the Agreement (including, without limitation, Section 5 of the AffiniPay Terms of Service or Article II), the Cardholder Agreement, or any Network Rules, (iii) any personal, family, or household use, or (iv) any activities not for the benefit of the Customer or a Customer Affiliate; (v) payment of wages, benefits, or related compensation to employees or individual contractors; (vi) by or for unaffiliated third parties or by MyCase competitors; (b) provide, provide access to, or use for the benefit of an individual, organization, or country that is blocked or sanctioned by the United States — including those identified by the United States Office of Foreign Asset Control (OFAC) — the MyCase Account, Cards or Services; (c) permit use of the MyCase Account, Cards, or Services by unaffiliated third parties; (d) use any Card or the Smart Spend Services in connection with any Prohibited Business as identified here from time to time; or (e) for any other acts or omissions that are reasonably likely to harm MyCase, Third-Party Service Providers, the Issuer, or any other MyCase customers (collectively, “Prohibited Activities”).

Prohibited Activities are a material breach of this Agreement. We will not approve and may close Card Accounts that we know or believe are engaged in any Prohibited Activities.

In addition to the foregoing, Customer is responsible for ensuring that all Administrators, Authorized Users, and any other individual or entity with access to a Card uses such Card only for lawful purposes. We may limit, suspend or terminate access to your MyCase Account or Cards if we believe that this section was violated, if required by an Issuer or government authority, if we suspect you are engaged in fraudulent or illicit activities, if we believe you are creating an undue risk to us or others, or to comply with applicable laws or regulations. You agree to pay all Fines imposed on us or any MyCase Affiliate, officer, employee, agent or representative thereof by Issuers, regulators, Networks, or government agencies in connection with your violation of this section. Such payment is in addition to, and shall not limit your indemnification obligations, and it is not subject to any limitation on liability set forth in the Master Terms. The examples listed above are not exhaustive, and we may modify or update the lists above at any time.

4.7 Electronic Communications

By using the Smart Spend Services or communicating electronically with us, you consent to receive electronic communications, including service updates. You agree that these electronic communications satisfy any legal requirements for written notices.

• Beta Limitations

In addition to the beta-related disclaimers on warranties incorporated by reference in Section 13.3(b), you acknowledge and agree that certain features of the Smart Spend Services may not be available to beta Customers. This includes, without limitation, that there will only be one Administrator per Card Account, and that transaction-based spending limits may not yet be available to set and manage.

5. Payments to MyCase

5.1 Monthly Statements and Card Account Payments

You will pay all Charges, Fees, and Fines in full. MyCase will provide Monthly Statements reflecting the amount you owe and will identify Charges, Fees, Fines, or other amounts charged to your Card or otherwise incurred by you, as well as any Payments, refunds, rebates, Chargebacks granted or other credits to the Account. You may set up your Connected Account to be automatically debited for the applicable Monthly Statement balance associated with the Card, or any other amount you designate. Upon receipt of Payment, your dashboard within the Smart Spend Platform will show the new balance. Failure to make Payment in a timely manner may result in suspension or cancellation of your Card and may impact your access to other MyCase products or services. MyCase may, in its discretion, charge any payment method you have provided for any overdue Payment associated with your Card, or we may set off or collect from amounts that you jointly hold with a third party or open in the future with MyCase or its Affiliates. We reserve the right to exercise this right against Customer, its Affiliates, and its assignees. Failing to pay the full amount owed to MyCase is a material breach of this Agreement. You will be liable for any costs we incur while collecting overdue amounts, late payment interest, and legal or collection fees.

5.2 Autopay from a Connected Account

If you have signed up for autopay, your Payments will be subject to the relevant autopay terms set forth in the Cardholder Agreement. If a Payment date falls on weekends or holidays, Payments may be processed on the next business day. Because these are electronic transactions, you acknowledge that these funds may be withdrawn from your account as soon as the transaction dates set forth above, and you will have limited time to report and dispute errors and Chargebacks. If a Payment is declined for Non-Sufficient Funds (NSF) we may attempt to process the charge again within 30 days. You agree to pay an additional fee for each NSF attempt, which will be processed as a separate transaction.

6. Customer Representations and Warranties

In addition to the representations and warranties you provide in the Master Terms and this Agreement, you represent and warrant, on behalf of the Customer and any Authorized Users, that (a) Customer is duly organized and in good standing under the laws of a U.S. state or territory, and is not a Prohibited Business; (b) Administrators have required legal and corporate authority to manage Customer’s Card Account, including, without limitation, delegating access or authority to Authorized Users, connecting and authorizing debits from Connected Accounts; (c) you are not opening an account as a consumer or household, and you will not use any Card for personal, family or household purposes, for peer-to-peer money transmission, or intercompany transactions; (d) neither you, nor Customer Affiliates or Authorized Users, will engage in activities prohibited by applicable law or this Agreement, including any fraudulent Charges, or an activity that interferes with the normal operation of the Smart Spend Services; (e) all Connected Accounts belong to you or a Customer Affiliate; and (f) all Customer Data and Personal Data you provide in connection with this Agreement is and shall remain complete, accurate, and updated, and you have all necessary rights and consents to share this data with us as provided in this Agreement.

7. Identification as Customer

We may publicly identify you as a MyCase customer. We will not include any false endorsement or partnership with MyCase. You hereby grant MyCase a limited license to use your trademarks or service marks for this purpose. If you prefer not to be identified as a MyCase customer, notify us, and any we will cease use of your name and/or trademarks for this purpose.

8. Ownership and License

This Agreement does not transfer any rights, title, or ownership interest in Customer Data to MyCase. You grant MyCase a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable right to access, use, process, store, copy, create derivative works, and disclose Customer Data to: (i) provide and improve the Services; (ii) create non-identifiable data and information, and (iii) as otherwise described in or contemplated by this Agreement, in all cases subject to this Agreement and the Privacy Policy.

You may use the Card and the Smart Spend Services only for the purposes provided in this Agreement and the Sutton Agreement. MyCase grants you a nonexclusive and nontransferable license to use MyCase intellectual property as permitted by the Agreement, only to the extent that MyCase provides it to you via the Services. This license terminates upon termination of the Agreement unless terminated earlier by us in accordance with the Agreement. Except as set forth in this section, MyCase reserves all rights in and to the MyCase Data.

9. Term, Suspension, and Termination

This Agreement is effective when you submit an application for a MyCase Account or otherwise agree to the Platform Agreement and continues until terminated by either you or us, or as otherwise set forth in this Agreement. You may cancel your Card and thereby terminate this Agreement by contacting MyCase Support at 844-335-3373 or lawpaycard@support.lawpay.com. You remain responsible for all Charges, Fees, Fines, and other amounts owed upon cancellation or termination. Your Payment and MyCase’s acceptance of any amounts does not extinguish or waive any of MyCase’s rights hereunder. If you reapply or reopen your Card Account or use or attempt to use the Smart Spend Services or Cards, you consent to the Agreement in effect at that time. In addition to any other rights set forth in this Agreement or the Master Terms, MyCase may, at any time, terminate this Agreement or suspend your access to the Smart Spend Services or Cards, by providing you Notice. This Agreement shall terminate automatically upon cancellation of all Cards associated with a Customer’s Card Account, or upon termination of the Smart Spend Services by MyCase.

The following sections in this Agreement shall survive termination and continue in effect: Section 2.2 (Compliance), Section 3 (Fees) as to any unpaid obligations upon termination, Sections 4 through 11, inclusive (Using and Managing the Smart Spend Services and the Cards, Payments to MyCase, Customer Representations and Warranties, Identification as a Customer, Ownership and License, Term and Termination, Notices and Notifications, and Indemnification), and Section 13 (Miscellaneous), including all sections of the Master Terms that are explicitly incorporated by reference. Any other provisions of this Agreement giving rise to continued obligations of the parties will also survive termination of this Agreement.

10. Notices and Notifications

10.1 Consent

You will receive Notices and User Notifications relating to the Services, including alerts about Cards or Charges, and you may provide Administrators and Authorized Users the ability to respond with information about Charges, Cards or a Card Account. You consent to us providing Notices to you and User Notifications to Authorized Users electronically, including in each case those required by law. Such electronic Notices and User Notifications shall have the same effect as if provided in writing. Customer is responsible for coordination of all communication with MyCase and represents and warrants it is entitled to make and receive any communication or Notice on each Customer Affiliate’s behalf.

10.2 Effectiveness

Notices will be effective if provided to an Administrator, and User Notifications will be effective if provided to the applicable Authorized User, in each case electronically through the Smart Spend Platform, via email, or (except as provided below) via SMS to the contact information provided to us by the Administrators or the Authorized User, as applicable. Any material change to, or amendment of, this Agreement will be provided via email Notice to an Administrator, or as otherwise permitted under applicable law. Notices and User Notifications will be deemed to be received 24 hours after they are sent. You acknowledge and agree that your use of the Services or Cards is subject to your ongoing consent to receive Notices, and you shall cause all Authorized Users consent to receive User Notifications electronically as provided herein. Customer and/or Authorized User(s) may not withdraw Consent to receive Notices or User Notifications electronically other than by cancelling your Card and terminating this Agreement. Notices that are blocked or delayed by any spam filter or otherwise, including those of the Authorized User or Administrator, will be deemed to be received.

10.3 Text Messaging

Utilizing the text messaging feature with Smart Spend requires use of a short code. If you sign up to receive text messages or alerts relating to the Smart Spend program, you consent to receive text messages from Smart Spend at the number provided, including messages sent by autodialer.

• One SMS notification will be sent to the primary cardholder number for each new transaction charged to a card.

• You can cancel the SMS service at any time. Just text “STOP” in the same text chain.

• After you send the SMS message “STOP” to us, we will send you an SMS message to confirm that you have been unsubscribed.

• After this, you will no longer receive SMS messages from us.

• If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.

• If you send the SMS “HELP” we will send details to contact Support, or you can always email us at

  support@mycase.com

  or call 1-800-571-8062 to talk to our team.

• Carriers are not liable for delayed or undelivered messages.

• As always, message and data rates may apply for any messages sent to you from us and to us from you. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

If you have any questions regarding privacy, please read our Privacy Policy.

10.4 Contact Information

You are responsible for keeping your Card Account contact information, including any email addresses, updated. Please notify us immediately if you are or believe you are having problems receiving Notices.

10.5 Notices from Customer to MyCase

Except as may be otherwise specified in the Agreement, Notices from you to MyCase will be provided via the Services by contacting MyCase through the Services. Where such Notice(s) relates to a claim under this Agreement or the Privacy Policy, a copy of the Notice must be sent concurrently by email to legal@affinipay.com. Such notices will be effective on the first Business Day following the day that you provide such notice to MyCase.

11. Indemnification

In addition to your indemnification obligations set forth in the Master Terms, you agree to indemnify, defend, and hold harmless MyCase, the Issuer, and Third-Party Service Providers (including our and their respective Affiliates, directors, employees, agents, and representatives), from and against all losses, liabilities, claims, demands, or expenses, including reasonable attorney’s fees, arising out of or related to your breach or alleged breach of this Agreement or the Cardholder Agreement; Customer use of Third-Party Services; disputes over Charges between Customer and merchants, and any acts or omissions by any Authorized User that relates to the Agreement, the Smart Spend Services, any Card or any Third-Party Services.

12. Limitation of Liabilities and Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL MYCASE, ITS PROCESSORS, THIRD-PARTY SERVICE PROVIDERS, LICENSORS, NETWORKS, THE ISSUER, OR ANY BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) (COLLECTIVELY, THE “ASSOCIATED PARTIES”) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF, THE SERVICES OR YOUR USE OF OR INABILITY TO USE THIRD PARTY PRODUCTS. UNDER NO CIRCUMSTANCES WILL MYCASE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SMART SPEND SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MYCASE AND THE ASSOCIATED PARTIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT POSTED, EMAILED, TRANSMITTED, STORED OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SERVICES (“CONTENT”); (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF ACCESS TO THE SERVICES, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (E) ANY BUGS, VIRUSES, TROJAN HORSES, MALICIOUS OR DELETERIOUS CODE, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT; AND/OR (G) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT WILL MYCASE, ITS PROCESSORS, AGENTS, SUPPLIERS, LICENSORS, NETWORKS, OR ANY BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, OFFICERS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF NET FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF MYCASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

13. Rewards and Promotions

13.1 Card Rewards Terms. BY PARTICIPATING IN REWARDS YOU AGREE TO ACCEPT THESE REWARDS TERMS.

We reserve the right to introduce Rewards, including, but not limited to, signup bonuses, cashback or loyalty rewards, and bundling incentives with other products, at our sole discretion.

All Rewards are subject to availability. We reserve the right to modify, supplement, restructure, or terminate Rewards at any time, with or without Notice, which may affect the value of Rewards or your ability to obtain certain Rewards. Any changes are effective as of the last updated date shown at the top of the Agreement or this section, as applicable. For this reason, you are advised to review the Agreement and any Rewards-specific terms whenever you visit our website.

Rewards have no cash value and cannot be exchanged for cash, except as a statement credit against your Card balance, which we will apply where applicable. You have no ownership interest in your Rewards. The use of the word “earn” or similar language in marketing materials and these Program Rules in relation to the Program does not imply that the Rewards have any value prior to conversion or redemption. Rewards may not be purchased or sold and are not transferable.

13.2 Promotions

From time to time, we may present you with promotional offers, including the following Bonus Cash Rewards Offer. Additional rules and other details may be provided within the promotion’s page.

Bonus Cash Rewards Offer. You will qualify for a $500 statement credit if you use your LawPay Visa® Business Card account to make any combination of purchase transactions totaling at least $7,000 (excluding any interest or fees) that post to your account within 90 calendar days of the account activation date. Returns, credits, and adjustments to this card will be deducted from purchases, even if this card was not the original payment method. Cash Advances, Balance Transfers, traveler’s checks, foreign currency, money orders or wire transfers, lottery tickets, casino gaming chips, race track wagers, or similar betting transactions, and pending, unauthorized, or fraudulent charges are not considered purchases and do not apply for purposes of this offer. Limit 1 bonus cash rewards offer per new account. This one-time promotion is limited to new customers opening a new account in response to this offer and will not apply to requests to convert existing accounts or for existing customers who already have an account. Your account must be open and in good standing in order to receive this offer. If you qualify, your statement credit will be posted to your account within ninety (90) calendar days after you earn it. The value of this reward may constitute taxable income to you. You may be issued an Internal Revenue Service Form 1099 (or other appropriate form) that reflects the value of such reward. Please consult your tax advisor, as neither we, nor our affiliates or service providers, provide tax advice. Additional terms and conditions may apply. This offer is subject to change at any time. Emprise Bank does not promote or endorse this offer. For any questions regarding this offer, please contact 1-844-335-3373 or lawpaycard@support.lawpay.com.

13.3 Visa SavingsEdge Program

Visa SavingsEdge is a Small Business loyalty and discount program offered by Visa U.S.A. Inc. to eligible businesses and their authorized cardholders that hold an eligible Visa Business card. Visa Small Business cardholders can receive savings through two types of discount offers: Instant Coupons and Cashback. With Instant Coupons cardholders may receive a discount at the time of purchase by using an applicable coupon code or link from a participating merchant. A linked card is not required for cardholders to use Instant Coupons. With Cashback offers, cardholders must link (enroll) their eligible card in the program and use their linked card to make qualifying purchases of goods or services pursuant to an active cashback offer provided by a participating merchant, and that transaction must be processed or submitted through the Visa payment system (a “Qualifying Purchase”). Visa may modify, restrict, limit or change the program in any way and at any time. Visa reserves the right at any time to cancel the program. Visa also reserves the right to suspend or cancel any cardholder’s participation in the program. Cardholders will only receive discounts for qualifying purchases that are in full compliance with the terms of the applicable discount offer. Discount offers may be subject to additional terms and conditions. Discount offers may be removed from the program at any time and are subject to availability. Discount offers are also subject to any applicable law or regulation that may restrict or prohibit certain sales. Discounts will not appear on a cardholder’s receipt at the point of sale. For Cashback offers, discounts are provided in the form of credits posted to the cardholder’s applicable Visa Business card account. Please visit www.visasavingsedge.com for complete details on the program, including the program terms and conditions.

13.4 Other Third Party Promotions

Additionally, we may, at our sole discretion, present you with other promotional offers or incentives from third parties. MyCase does not provide the services offered by any third parties (including Visa), and their services may be subject to additional terms and conditions set forth by the third-party provider. You agree that such promotional offers are optional, and you assume the risk of accepting them. We are not liable for handling or assisting you with any issues or disputes that may arise with these third parties, nor for any losses related to the promotional offers or the services you choose to use or receive from a third party.

14. Miscellaneous

14.1 Conflicts

In the event of a conflict between this Agreement and the Master Terms, this Agreement will control. In the event of a conflict between this Agreement and the Cardholder Agreement, the Cardholder Agreement will control.

14.2 Choice of Law; Venue

This Agreement and any Dispute will be governed by Delaware law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within Delaware, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.

14.3 Refence to the Master Terms

For the avoidance of doubt, and without limiting the applicability of the Master Terms and their incorporation by reference into this Agreement, the following provisions within the Master Terms are explicitly incorporated by reference into this Agreement.

(a) Incorporated provisions within the MyCase Terms of Service:

• Section 2: Modification of These Terms of Service

• Section 5.4: Your Restrictions

• Section 7.5: Taxes

• Section 13: Ownership Disputes

• Section 14: Customer Interactions

• Section 15.2: Assignment

• Section 15.3: Force Majeure

• Section 15.6: No Waiver; Cumulative Remedies

• Section 15.7: Severability

(b) Incorporated provisions within the AffiniPay Terms of Service:

• Section 2: Limitations on AffiniPay’s and Others’ Responsibility

• Section 4: E-Sign Disclosure and Consent

• Section 5: Compliance with Law; Prohibited Businesses and Activities

• Section 6: Your License

• Section 7: Our Intellectual Property Rights

• Section 9: Information Security

• Section 12: Security Interest

• Section 14: Indemnity

• Section 16: Disclaimer of Warranties by AffiniPay

• Section 18: Disputes, Arbitration

• Section 20: Limitation on Time to Initiate a Dispute

• Section 22: No Agency, Third-Party Services

(c) Notwithstanding the foregoing, the following provisions of the Master Terms are explicitly excluded from, and shall not apply or be incorporated into, this Agreement:

• Section 6.1 (Term) of the MyCase Terms of Service

• Section 7 (Fees) of the MyCase Terms of Service

• Section 15.4 (Applicable Law) of the MyCase Terms of Service

• Parts II (MyCase Payment Terms), III (MyCase Website Terms), IV (MyCase Drive Terms), and V (MyCase IQ Terms) of the MyCase Terms of Service

• Section 19 (Governing Law) of the AffiniPay Terms of Service

• Section 26 (eCheck Terms and Conditions) of the AffiniPay Terms of Service

• The Financial Service Terms included within the AffiniPay Terms of Service

15. Definitions

• “Administrator” means any representative Customer designates as an administrator of Customer’s Card Account.

• “Affiliate(s)” means, with respect to any person, an entity or individual controlling, controlled by or under common control, directly or indirectly, with such person.

• “Authorized Users” means any employees, contractors, agents, or other individuals who are designated as users of the Smart Spend Services and/or a Card or Card Account by an Administrator, via the Smart Spend Platform.

• “Beta Services” means Cards, features, or services we make available to you on a trial, beta, or similar basis, which shall be communicated to you before signup.

• “Card” or “Cards” means the LawPay Visa ® Business Card, whether in physical or virtual form, that is associated with a Card Account.

• “Card Account” means your account within MyCase Smart Spend that is used to access the Smart Spend Services and manage your Card(s).

• “Cardholder Agreement” means the agreement between Customer and the Issuer governing Customer’s use of one or more Cards.

• “Charge” or “Charges” means a payment made using a Card to a merchant through the Payment Network.

• “Chargeback” means a dispute that you initiate against a merchant relating to a Charge, including, without limitation, an unauthorized Charge.

• “Connected Account” means any debit or ACH account that is held with a financial institution and is linked to or otherwise authorized by you for Payments relating to your Card Account.

• “Credit Limit” means the limit established by the Issuer for the maximum amount of total credit Customer may have outstanding under its Card Account at any time.

• “Customer” or “you” means the entity that has applied for a Card Account.

• “Customer Data” means data, materials, documentation or any other information provided by or on behalf of the Customer to MyCase in connection with the Card, Card Account, or the Smart Spend Services.

• “Fees” means charges payable by you for use of the Smart Spend Services or your Card Account.

• “Fines” means all fines, fees, penalties, or other charges imposed by an Issuer, a Payment Network, a Third-Party Service Provider, or a government or regulatory authority in connection with this your performance or failure to perform under this Agreement, your use of the Smart Spend Services, or your Card or Card Account.

• “Issuer” means Emprise Bank, which is a financial institution member of the Payment Network and the issuer of Cards.

• “Master Terms” means the

  MyCase Terms of Service

  and the

  AffiniPay Terms of Service

  .

• “Monthly Statement” means the statements indicating the amount you owe us for the stated billing cycle, including an explanation of Charges, Fees, Fines, or other amounts charged to your Card Account, as well as any discounts, refunds, Chargebacks, Payments, Rewards or other amounts credited to your Card Account.

• “MyCase Data” means any and all data, materials, documentation or information, developed or collected by MyCase in connection with the development or provision of Smart Spend Services, Cards, or Third-Party Services, or generated or recorded by the Cards, Card Accounts, Smart Spend Services or Third-Party Services.

• “Notice” means any communication provided to you that is related to this Agreement, your use of the Smart Spend Services, your Card, or your Card Account. For the avoidance of doubt, a User Notification is deemed Notice. “Notify” means to provide a Notice.

• “Payment” means a partial or full payment towards an outstanding balance or other payment obligation on a Card Account, including, without limitation, through a Connected Account.

• “Payment Network” means the payment network owned or operated by Visa.

• “Personal Data” means any information that identifies, relates to, describes, or is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household.

• “Rewards” means any incentive offered to Customers by MyCase in connection with their use of a Card, as further described in Section 12.

• “Smart Spend Platform” has the meaning ascribed to it in Section 1.1.

• “Smart Spend Services” means any and all Services provided by or on behalf of MyCase in connection with your use of the Smart Spend Platform or the Card Account, including spend management software and services and related integrations to your MyCase account.

• “Third-Party Services” means services and data provided by third parties connected to or provided through the Smart Spend Services and/or your Card Account, other than those provided by MyCase, MyCase Affiliates and/or the Issuer. Third-Party Services may include, without limitation, digital wallets (such as Apple Pay and Google Wallet), credit bureaus, payment processors, card program managers (such as Marqeta), Payment Networks (such as Visa), services bundled with any Rewards, applications used to monitor or connect with Connected Accounts, and other software providers incorporated or used in the provision of the Services.

• “Third-Party Service Provider” means any provider of a Third-Party Service.

• “User Notification” means a communication from us to one or more Authorized Users, as further described in the Section 10 (Notices and Notifications) of this Agreement.

• “User Terms” means the terms of service presented by MyCase to each potential Authorized User as a condition of their access to the Smart Spend Platform and use of any Card, which may incorporate by reference the Master Terms, this Agreement, and the Cardholder Agreement.