The SpendSmart Card

SpendSmart^™ Prepaid MasterCard^®
Cardholder Agreement

Customer Identification Program Notice. In order to help the government fight the funding of terrorism, money laundering activities, and identity theft, the USA PATRIOT act requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What that means to you is that when you open an account with Republic Bank you will need to provide your name, physical street address, taxpayer identification number, date of birth, and other information that will allow us to identify you. We may also ask to see an unexpired, government-issued, photo ID or other similar document.

Schedule of Fees and Charges. We will charge you, and you agree to pay, the fees and charges set forth in the Schedule of Fees and Charges below. Third-party fees may apply for things like Automated Teller Machine ("ATM") withdrawals and text messages, as well as use of your bank accounts and credit or debit cards. You may also login at www.SpendSmartCard.com to view a complete list of fees.

SpendSmart^™ Prepaid MasterCard^® - Fee Schedule

Fee Category	Fee Type	Amount	Charged To
Total Cost of Setup	Getting the Card (minimum load of $20) Monthly Fee1	FREE $3.95	- Funding Source2
Add Money	Once Per Month Allowance from Bank Account Additional Load from Bank Account From a Credit or Debit Card (up to $100)	FREE $0.75 $2.95	- Funding Source Funding Source
Get Cash	ATM Withdrawal (Domestic)3 ATM Withdrawal (International)3	$1.50 $2.50	SpendSmart Card SpendSmart Card
Spend Money	When You Sign a Receipt When You Enter a PIN When You Buy Something Online	FREE FREE FREE	- - -
Information	Real-time Text Alerts4 Call Customer Service Online or Mobile Balance Inquiry ATM Balance Inquiry	FREE FREE FREE $0.50	- - - SpendSmart Card
Caution	Replacement Card 30 Days of Inactivity6 ATM Insufficient Funds/Decline	$7.95 $3.00 $0.50	Chosen by Cardholder5 Funding Source2 SpendSmart Card
Close Account	Close Account and Get Remaining Funds7	FREE	-

Usage Limits
How much money can be on the card?	$2,500.00
How much money can I add in a 24 hour period?	$500.00
How much can I remove at an ATM in a 24 hour period?8	$200.00
How much can I spend in a 24 hour period?	$500.00

1. Charged on a monthly basis beginning 37 days after the card is ordered.
2. The collection of this fee is always attempted on the primary funding source, first. However, if the fee collection fails, then the fee may be charged to the SpendSmart Card.
3. Third-party fees may apply from ATM operators for any type of transaction including a balance inquiry, even if you do not complete a withdrawal. Fees for using an international ATM are higher.
4. Message and data rates may apply from your wireless carrier.
5. Users have the option of charging the replacement fee for a lost card to either the primary funding source or deducted from the balance on their SpendSmart Prepaid MasterCard.
6. Inactivity Fee is assessed on a monthly basis in conjunction with the Monthly Fee following 30 days of inactivity. The Inactivity Fee is not assessed for the first 2 months regardless of activity.
7. When you close an account, the remaining funds will be issued electronically if possible or otherwise issued by check and mailed to the address on the account.
8. Limit is subject to additional limitations imposed by merchants, banks, and ATM or cash machine operators.

Terms and Conditions

This Cardholder Agreement, including the Schedule of Fees and Charges set forth above, and any Privacy Notice provided to you by us (collectively referred to as this "Agreement"), sets forth the terms of your SpendSmart Prepaid MasterCard. Please read it carefully and retain it for your records. Your Card is issued by Republic Bank pursuant to a license by MasterCard International. MasterCard is a registered trademark of MasterCard International Incorporated.. By accepting and using your card, you agree to be bound by the terms and conditions set forth in this Agreement.

Definitions. In this Agreement, the words "you" and "your" means the Card Owner, as defined below. "Card Owner" means the person, at least 18 years of age, who qualified for and opened the Card Account and owns the funds in the Card Account. "Authorized User" means any person issued a card at the request of the Card Owner and authorized by the Card Owner to use the Card. You are wholly responsible for the use of each Card Account to the terms of this Agreement. "We", "us", "our" and "The Bank" mean Republic Bank, the issuer of the Card. "Card" means the MasterCard plastic prepaid card that is issued to you by us. "Card Account" means the SpendSmart Prepaid MasterCard account at Republic Bank. "Account Number" means the 13-digit number used to identify your Card Account. "Card Number" is the 16-digit number embossed on your Card. The third party that markets and services the Card and Card Account is The SpendSmart Payments Company, Inc. "Business days", for the purposes of these disclosures, are Monday through Friday. Transactions processed after the end of a business day will be counted on the next business day. The period from the end of Friday’s business day until the beginning of the next business day is considered a part of the next business day. Bank holidays are NOT considered a business day. "PIN" means personal identification number. "Access Information" means collectively your PIN, online user name, password, challenge questions, and any other security information used to access your Card Account. "ACH" means Automated Clearing House. "Giver" means a person, other than the Card Owner, that gives funds to the Authorized User or Minor. "Funding Source" means any bank account or credit, debit or prepaid card owned by the Card Owner that is not a SpendSmart Prepaid MasterCard. Please refer to the Funding Source’s financial institution transaction processing rules, posting order and related fees.

Teen Card Program. This program is designed for parents and teens. The program is meant to provide parents with real time oversight and control of the spending activity of teens. We will issue a Card to any Authorized User or Minor, as described below, over the age of 13 for whom the Card Owner requests a Card. Each Card is non-transferable and may be used only by the Authorized User named on the face of the Card. You are the Card Owner and your teen or Minor is the Authorized User.

Authorized Users. You are personally liable and responsible for all authorized transactions initiated and fees incurred by use of your Card. If you permit another person to have access to your Card or Card number ("Authorized User") you are authorizing that person to use the Card and agree that you are personally liable and responsible for (i) that person’s use of the Card (including without limitation, by accessing sites accessible by providing the Card or Card number), (ii) all financial and other transactions performed with the Card or Card number by, and all consents provided by, that person, (iii) the person's use of all other third party sites, (iv) all other obligations of that person relating to the Card. If the person that you authorize to use the Card allows someone else to use it, you agree that all uses, transactions and obligations of that person will be deemed to be those of the authorized person, and that you will be liable for those as well. You are wholly responsible for the use of each Card according to the terms and conditions of this Agreement. The Card is not a gift card. If you request that your Card be issued to another person, you are authorizing that Card user to use the Card and you are not giving the Card to such Card user as a gift.

Minors. You agree to this Agreement on behalf of minors/teens authorized by you to use the Card ("Minor(s)"). You agree to review all of these agreements with your Minors and to educate or instruct them regarding your wishes for their use of the Card. You agree that we may rely on all uses of the Card even if those uses or acts contravene your instructions to the Minor or this Agreement. You also acknowledge and agree that: (i) the Privacy Notice applies not only to you but to your Minor; and (ii) your Minor may use all aspects of the Card and may provide information, authorizations and consents we request in connection with such use. This includes, without limitation, providing or changing information or selecting services that might be different from what you provided or selected. If you allow a Minor to use a Card but are not the Minor's parent, guardian or the like, you agree to obtain permission from the parent or guardian of the Minor so that parent or guardian can have the above discussions with the Minor and provide to you all of the above consents. You represent and agree that you have already done that or that you will do so before the Minor first uses the Card, and that we may rely on your representation and agreement.

Agreement to Terms. By activating or using the enclosed Card (see "Activating Your Card" below), you agree to the terms of this Agreement. If you do not agree to the terms of this Agreement or do not want to use the Card, please destroy the Card at once and call us at (866) 497-6081 to cancel your Card Account. When any provision in this Agreement states that we may take certain actions, we may do so in our sole discretion. The terms of this Agreement are subject to amendment at any time in accordance with Amendment and Cancellation section below.

Prepaid Card. The Card is a prepaid card. The Card allows you to access funds loaded or deposited to your Card Account by you or on your behalf. Your Card Account does not constitute a checking or savings account and is not connected in any way to any other account you may have. The Card is not a gift card, nor is it intended to be used for gifting purposes. The Card is not a credit card and may not provide the same rights to you as those available in credit card transactions. You will not receive any interest on the funds in your Card Account. . The Card will remain the property of the Bank, must be surrendered upon demand and is nontransferable.

FDIC Insurance. The funds loaded to your Card are insured by the FDIC up to the maximum allowed by law. Funds are FDIC insured when we receive the funds.

Activating Your Card. You cannot use the Card until it has been activated. To activate a personalized card, login to www.SpendSmartCard.com or call (866) 497-6081 and follow the instructions provided Although no credit history is required to obtain a Card, you authorize us to obtain information about you from time to time from credit reporting agencies and other third parties for our internal processes.

Personal Identification Number ("PIN"). We will create a 4-digit PIN on your account when you order a Card. We will provide you the PIN before you activate your Card. You can change your PIN by logging into your account at www.spendsmartcard.com, or by calling customer service at (866) 497-6081. Once you have a PIN, you may use your Card (i) to obtain cash from an Automated Teller Machine ("ATM") or (ii) at Point-of-Sale (POS) devices which require entry of a PIN that bear the MasterCard brand. All ATM transactions are treated as cash withdrawal transactions. You should not write your PIN on, or keep your PIN with, your Card. If you believe that anyone has gained unauthorized access to your Card or PIN, you should advise us immediately, following the procedures in the paragraph labeled "Your Liability for Unauthorized Transactions."

If you change your PIN by calling customer service, you may be required to provide personal information in order to verify your identity. You agree: (i) to provide personal information during the Card activation process and thereafter that is accurate and complete; (ii) to update your personal information, including current email address, as necessary so that it remains accurate and complete; and (iii) not to impersonate any other person, operate under an alias or otherwise conceal your identity. We will use the information you give us, as well as the information we receive from your use of the Card, to facilitate your participation in Card services and for other purposes consistent with our Privacy Notice, which is enclosed with this Agreement.

Using Your Card. After you receive your Card you may use it to purchase goods and services everywhere MasterCard is accepted, except as restricted below. If you do not have enough funds loaded on your Card, you can instruct the merchant to charge a part of the purchase to the Card and pay the remaining amount with other funds; these are called "split transactions." You may also use your Card to obtain cash at ATMs designated by us, at ATMs displaying the MasterCard or Cirrus name or logo, or at merchants that have agreed to provide cash back at the point-of-sale. Each time you use the Card to purchase goods or services or obtain cash, you authorize us to reduce the value available on the Card by the amount of the transaction plus applicable fees.

We will provide you our bank routing number and assign you a 13-digit Account Number upon request. The bank routing number and your assigned Account Number are for the purpose of initiating direct deposits to your Card Account. The 16-digit Card Number embossed on your Card should not be used for initiating direct deposits or they will be rejected. You are not authorized to use the bank routing number and Account Number to make a debit transaction with a paper check, check-by-phone or other item processed as a check. These debits will be declined, your payment will not be processed and fees may apply.

You agree that you will: (i) not use the Card at gambling websites or to purchase illegal goods or services; (ii) not use the Card for business purposes; and (iii) use the Card only as permitted by us. The Card may not be accepted by certain merchants whose goods or services are not legal for minors. Some merchants may be restricted from charging your card. Any attempts to use your card to pay for goods or services with the following business types may be declined: Adult or Dating websites, Bars or Taverns, Hotels/Motels/Resorts, Car Rental Agencies, Airlines and Cruise lines, Gambling establishments and services, Package or Liquor stores, Cash disbursement services, Cigar or Cigarette stores, or Massage Parlors.

In the event the transaction is not declined, you are responsible for any amount that is charged in excess of your Card balance.

Card Account Access. Some of these transactions may not be available at all terminals. You may use your Card to:

1. Withdraw cash from your Card.
2. Make deposits to your Card.
3. Pay for purchases at places that have agreed to accept the Card.
4. Purchase goods or services.
5. Obtain balance information.
6. Arrange direct deposits by an employer or other appropriate payor.
7. Preauthorize a merchant to make recurring electronic funds transfers.

Please refer to the SpendSmart Prepaid MasterCard Schedule of Fees and Charges for fees associated with these transaction types.

Limitations on Card Usage. All transactions are subject to the limitations set forth in this Agreement, and no transaction may exceed the value available on your Card Account.

Purchase Limitations. You may not make purchases that in the aggregate exceed $500.00 per 24 hour period. If a merchant attempts to process a transaction for more than the value available on your Card Account, or if the transaction will cause the daily limit of $500.00 to be exceeded, then the transaction will be declined. Unusual or multiple purchases may prompt a merchant inquiry or card suspension to allow us to investigate such unusual activity.

Cash Withdrawal Limitations. You may not make cash withdrawals that in the aggregate exceed $200.00 per 24 hour period; however, the $200.00 daily limit is subject to additional limitations imposed by merchants, banks and ATM operators.

Cash Back Limitations. Some merchants may allow you to receive cash over the counter or cash back when you make a purchase with your PIN. You may not receive cash back from purchases that in aggregate exceeds $20.00 per 24 hour period.

Loading Your Card. You may add funds to your Card, called "loading," at any time. The minimum load is $20.00 and you are allowed 5 value loads per 24 hour period. The maximum load amount during a 24 hour period is $500.00. The maximum ACH load amount is $500.00. The maximum credit/debit card load is $100.00 per transaction. We may, at our sole discretion allow a value load below our minimum or above the maximum. The maximum amount of value that can reside on the Card Account at any time is $2,500.00. We reserve the right to accept or reject any request to reload value to the Card. The Card Account may only be reloaded by you, the authorized user or a Giver. There may be a fee imposed by the originating bank or retailer for a load transaction. Loads are subject to appropriate anti-fraud verification. Certain delays may be required to assure funds are available for loads prior to crediting to your Card Account and making funds available to you.

You may arrange to have direct deposits made to your Card Account by your employer or other appropriate payor. You must enroll with such third party, using information that we will provide you.

Retail Loads. Retail loads are not currently available. Please review all future communications for further information.

Preauthorized Credits. If you have arranged to have direct deposits made to your Card Account at least once every 60 days from the same person or company, you can call us at (866) 497-6081 to find out whether or not the deposit has been made.

Right to Stop Payment and Procedure for Doing So. If you have told us in advance to make regular payments out of your Card Account, you can stop any of these payments. Here’s how: Call us at (866) 497-6081 or write us at The SpendSmart Payments Company, P.O. Box 910889, San Diego, CA 92191-0889, in time for us to receive your request three (3) business days or more before the payment is scheduled to be made. If you call, we may also require you to put your request in writing and get it to us within fourteen (14) days after you call. If you order us to stop one of these payments three (3) business days or more before the transaction is scheduled, and we do not do so, we will be liable for your losses or damages.

No Loads by Check or Money Order. We do not accept loads by check or money order.

Merchant Authorization Holds. When you use your Card Account to pay for goods or services, certain merchants may ask us to authorize the transaction in advance and may estimate its final value. When we authorize the transaction, we commit to make the requested funds available when the transaction finally settles and may place a temporary hold on your Card’s funds for the amount indicated by the merchant (which may be more than the final settled transaction amount). We also may add an amount for certain merchants to ensure that sufficient funds will be available to cover the final transaction. For example, we will always attempt to authorize $100.00 when you buy gasoline and pay at the pump. If you have less than $100.00 in your Card Account at the time of authorization, the merchant will either authorize a lower dollar amount or decline the transaction. Once your finish pumping gas, the merchant will settle the transaction for the amount purchased and the remainder of the amount authorized will be returned to your available balance. Please refer to www.SpendSmartCard.com for more information. Transactions at certain merchants that authorize high dollar amounts, especially rental car companies and hotels, may cause an "authorization" or "hold" on your available balance for up to thirty (30) days. Until the transaction finally settles or we determine that it is unlikely to be processed, the funds subject to the hold will not be available to you for other purposes. We will only charge your Card Account for the correct amount of the final transaction, however, and will release the hold on any excess amount when the transaction finally settles.

Negative Balance. Each time you use your Card, you authorize us to reduce the value available on your Card by the amount of the transaction plus applicable fees. You are not permitted to exceed the available amount on your Card through an individual transaction or a series of transactions. Nevertheless, if a transaction exceeds the balance of the funds available on your Card you shall remain fully liable to us for the amount of the transaction and any applicable fees or charges. We will not authorize any POS, ATM or signature transaction(s) that will create a negative balance on the Card. However, if your Card Account does have a negative balance due to circumstances out of Republic Bank’s control, or any other reason, you agree to pay us the negative amount on demand. You do not have the right to stop payment on any purchase or payment transaction originated by use of your Card.

Refunds for Purchases Made with the Card. Any refund for goods or services purchased with the Card Account should be made in the form of a credit to the Card.

Disputes with Merchants. We are not responsible for the delivery, quality, safety, legality or any other aspect of goods and services that you purchase from others with a Card. All such disputes should be addressed to the merchants from whom the goods and services were purchased.

Reversal. Point of sale transactions cannot be reversed. If you authorize a transaction and then fail to make a purchase of that item as planned, the approval may result in a hold of funds equal to the estimated purchase amount, for up to seven (7) days.

Receipts. You should get a receipt at the time you make a transaction or obtain cash using your Card. You agree to retain your receipt to verify your transactions.

Account Information. You may obtain information about the amount of money you have remaining in your Card Account by calling (866) 497-6081. This information, along with a 60-day history of Card Account transactions, is also available online at www.SpendSmartCard.com. You also have the right to obtain a 60-day written history of Card Account transactions by calling (866) 497-6081, or by writing us at The SpendSmart Payments Company, P.O. Box 910889, San Diego, CA 92191-0889.

Website Availability. Although considerable effort is expended to make the website and other means of communications and access available around the clock, we do not warrant that these forms of access will be available and error free at all times. You agree that we will not be responsible for temporary interruptions in service due to maintenance, website changes, or failures, nor shall we be liable for extended interruptions due to failures beyond our control, including but not limited to the failure of interconnecting and operating systems, computer viruses, forces of nature, labor disputes and armed conflicts.

We shall not be responsible to you for any loss or damages suffered by you as a result of the failure of systems and software used by you to interface with our systems or systems and software utilized by you to initiate or process banking transactions, whether such transactions are initiated or processed directly with our systems or through a third party service provider. You acknowledge that you are solely responsible for the adequacy of systems and software utilized by you to process banking transactions and the ability of such systems and software to do so accurately.

International Transactions. If you obtain your funds (or make a purchase) in a currency other than U.S. dollars, the amount deducted from your funds will be converted by the MasterCard Card Association into U.S. dollars. The MasterCard Card Association will establish a currency conversion rate for this convenience using a rate selected by the MasterCard Card Association from the range of rates available in wholesale currency markets for the applicable central processing date which may vary from the rate the MasterCard Card Association itself receives, or the government- mandated rate in effect for the applicable central processing date, in each instance. Fees may apply for international transactions (see Schedule of Fees and Charges).

Cancellation and Suspension. We reserve the right, in our sole discretion, to limit your use of the Card. We may refuse to issue a Card Account or may revoke Card Account privileges with or without cause or notice, other than as required by applicable law. If you would like to cancel the use of your Card, contact us at (866) 497-6081 or www.SpendSmartCard.com. You agree not to use or allow others to use an expired, revoked, cancelled, suspended or otherwise invalid Card. Our cancellation of Card Account privileges will not otherwise affect your rights and obligations under this Agreement. If we cancel or suspend your Card Account privileges through no fault of yours, you will be entitled to a refund of any remaining balance, as provided in this Agreement.

Card Expiration/Settlement. Subject to applicable law, you may use the Card only through its expiration date, which is stated on the front of the Card. If you attempt to use the Card or add funds to your Card Account after the expiration date, the transactions may not be processed. If there is a balance remaining in your Card Account upon expiration, a new Card may be issued to you. You must activate any newly issued Card in order to access the funds in your Card Account. If we do not choose to issue a new Card to you or if we cancel your Card Account for any reason, we will attempt to refund to you the balance remaining in your Card Account less any amounts owed to us (e.g., fees and charges). When possible, we will refund you electronically. If it is not possible to refund you electronically, a check made payable to you will be mailed to you at the latest postal address reflected in our records.

Inactive Card. At our discretion, inactive Cards may be deemed dormant and closed. Inactive status is defined as no credit or debit activity, excluding fees for thirty (30) consecutive days prior to your monthly fee date. Inactive Cards will not receive regulatory disclosure notices. In the instance of the receipt of any returned mail, mailed to the Cardholder’s address of record, the Card may be deemed inactive for purposes of this section. If you have no activity on your account for the 30 day period prior to your monthly fee date, you may be charged an inactivity fee.

Unclaimed Property. For Card Accounts with no activity for five (5) years or such other period as may be prescribed by applicable state law, the funds in your Card Account will be presumed to be abandoned. Card funds in Card Accounts will be remitted to the custody of the applicable state agency in accordance with state law, and we will have no further liability to you for such funds. If this occurs, we may try to locate the Card Owner at the address shown in our records, so we encourage you to keep us informed if you change your address. You may notify us of a change of address by logging in to your Card Account at www.SpendSmartCard.com or by calling Customer Service at (866) 497-6081.

Death of a Cardholder. If you die, we may require certain documentation necessary to certify the death or substantiate that a particular individual has been officially appointed as the administrator/executor of the applicable estate. The survivor(s) must notify us of the other Cardholder’s death.

Privacy. For information about how we use Card Owner information and protect your privacy, please see the provided Privacy Notice.

Disclosure of Card Information to Third Parties. We will disclose information to third parties about your Card or transactions as follows:

1. Where it is necessary to complete transactions or loads; or
2. In order to verify the existence and condition of your Card for a third party, such as a merchant; or
3. In order to comply with a government agency or court order; or
4. If you give us written permission; or
5. As otherwise provided in our Privacy Notice.

Confidentiality and Security. To prevent unauthorized access to your Card and Card Account, you agree to keep your Access Information confidential. We recommend that you memorize your Access Information and do not write it down. If you believe the security of your Access Information has been compromised in any way (for example, your password has been lost or stolen, someone has attempted to use our website under your user name without your consent, or your Card has been accessed), you must notify us immediately. Under certain circumstances, we may deny your access to our website in order to maintain or restore security or performance of the website. We may do so if we reasonably believe your Access Information has been or may be obtained or is being or may be used by an unauthorized person. We may try to notify you in advance, but cannot guarantee we will do so.

Contact in the Event of an Unauthorized Transaction. If you believe your Card or PIN has been lost or stolen, call (866) 497-6081 or write The SpendSmart Payments Company, P.O. Box 910889, San Diego, CA 92191-0889.

Republic Bank’s Liability for Failure to Complete Transactions. If we do not complete a transaction on time or in the correct amount according to our Agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance: (1) If, through no fault of ours, you do not have enough funds available on your Card to complete the transaction; (2) If an ATM where you are making a withdrawal does not have enough cash; (3) If an electronic terminal was not working properly, and you knew about the breakdown when you started the transaction; (4) If circumstances beyond our control (such as fire or flood) prevent the completion of the transaction despite reasonable precautions that we have taken; or, (5) Any other exception stated in our Agreement with you.

In Case of Errors or Questions About Your Card Transactions. In case of errors or questions about your Card, telephone us at (866) 497-6081 or write us at The SpendSmart Payments Company, P.O. Box 910899, San Diego, CA 92191-0889 as soon as you can, if you think an error has occurred on your Card. We must allow you to report an error until sixty (60) days after the earlier of the date you electronically access your transactional history, if the error could be viewed in your electronic history, or the date we sent the FIRST written history on which the error appeared. You may request a written history of your transactions at any time by calling us at (866) 497-6081 or writing The SpendSmart Payments Company P.O. Box 910889 San Diego, CA 92191-0889. You will need to tell us:

1. Your name and Card Account number.
2. Why you believe there is an error, and the dollar amount involved.
3. Approximately when the error took place.

If you tell us orally, we may require that you send us your complaint or question in writing within ten (10) business days. We will determine whether an error occurred within ten (10) business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to forty-five (45) days to investigate your complaint or question. If we decide to do this, we will credit your Card within ten (10) business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within ten (10) business days, we may not credit your Card. For errors involving new Cards, point-of-sale, or foreign-initiated transactions, we may take up to ninety (90) days to investigate your complaint or question. For new Cards, we may take up to twenty (20) business days to credit your Card for the amount you think is in error. We will tell you the results within three (3) business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation. If you need more information about our error resolution procedures call us at (866) 497-6081.

Your Liability for Unauthorized Transactions. Tell us AT ONCE if you believe your Card or PIN has been lost or stolen. Calling toll free at (866) 497-6081 is the best way to keep your possible losses down. If you tell us within two (2) business days after you learn of the loss or theft of your Card or PIN, you can lose no more than $50.00 if someone used your Card or PIN without your permission. If you do NOT tell us within two (2) business days after you learn of the loss or theft of your Card or PIN, and we can prove that we could have stopped someone from using your Card or PIN without your permission if you had told us, you could lose as much as $500.00. Also, if your transaction history shows transactions that you did not make, including those made by card, PIN or other means, tell us at once. If you do not tell us within sixty (60) days after the earlier of the date you electronically access your transactional history, if the error could be viewed in your electronic history, or the date we sent the FIRST written history on which the error appeared, you may not get back any money you lost after the sixty (60) days if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we will extend the time periods.

Additional Limits on Liability Under MasterCard Rules. Under MasterCard Rules, you will not be liable for any unauthorized transactions using your Card Account for point- of-sale transactions if (i) you can demonstrate that you have exercised reasonable care in safeguarding your Card from risk of loss or theft, (ii) you have not reported to us two (2) or more incidents of unauthorized use within the prior twelve-month period, and (iii) your Card Account is otherwise in good standing. This additional limit on liability does not apply to ATM transactions or to transactions using your PIN which are not processed by MasterCard. You must notify us within 2 days after the electronic statement was made available to you showing unauthorized transaction(s) in order to take advantage of any such limited liability provisions.

Funds Availability Information. We make your funds available in accordance with Federal regulatory requirements. Funds loaded to your SpendSmart Card via a credit card, or debit card will be available in your SpendSmart Card account the same day. Funds loaded via ACH from any bank account will be available in your SpendSmart Card account within 4-5 business days from when you initiate the transaction.

Questions. The SpendSmart Payments Company, as the third party that administers the Card program, should be contacted for customer service. If you have questions regarding your Card, you may call (866) 497-6081 or write The SpendSmart Payments Company P.O. Box 910889 San Diego, CA 92191-0889 or visit www.SpendSmartCard.com.

Communications. We may contact you from time to time regarding your Card Account. We may contact you in any manner we choose unless the law says that we cannot. For example, we may: (1) contact you by mail, telephone, email, fax, recorded message, text message or personal visit; (2) contact you by using an automated dialing or similar device ("Autodialer"); (3) contact you at your home and at your place of employment; (4) contact you on your mobile telephone;(5) contact you at any time, including weekends and holidays; (6) contact you with any frequency; (7) leave prerecorded and other messages on your answering machine/service and with others; and (8) identify ourselves, your relationship with us and our purpose for contacting you even if others might hear or read it.

Our contacts with you about your Card Account are not unsolicited and might result from information we obtain from you or others. We may monitor or record any conversation or other communication with you. Unless the law says we cannot, we may modify or suppress caller ID and similar services and identify ourselves on these services in any manner we choose. When you give us or we obtain your mobile telephone number, we may contact you at this number using an Autodialer and can also leave prerecorded and other messages. We may do these things whether we contact you or you contact us.

If you ask us to discuss your Card Account with someone else, you must provide us with documents that we ask for and that are acceptable to us.

Change of Address: If your U.S. mail or postal address changes, you must notify us immediately. Failure to do so may result in information regarding the Card or Card Account being mailed to the wrong person or your transactions being declined. In such event, we shall not be responsible for any resulting misuse of funds available in the Card Account. Any notice given by us shall be deemed given to you if mailed to you at the last U.S. mail address for the Card Account furnished by you. You agree that we may accept changes of address from the U.S. Postal Service. You also agree that if you attempt to change your address to a non-U.S. address, your Card Account may be cancelled and funds returned to you in accordance with this Agreement.

Governing Law, Court Proceedings, Damages, Arbitration: Except as set forth in the Resolving Disputes and Arbitration Sections below,, (1) this Agreement will be governed by, construed and enforced in accordance with federal law and the laws of the State of Florida; (ii) any action or proceeding with respect to this Agreement or any services hereunder shall be brought only before a federal or state court in the State of Florida; and (iii) you agree to pay upon demand all of our costs and expenses incurred in connection with the enforcement of this Agreement. If we are served garnishments, summonses, subpoenas, orders or legal processes of any type, we are entitled to rely on the representations therein and may comply with them in our own discretion without regard to jurisdiction.

Resolving Disputes. If you or we request, any controversy or claim ("Controversy") concerning your Card or this Agreement, including any claim based on or arising from an alleged tort, will be determined by arbitration or trial by a judge as provided below. A Controversy that involves an amount in dispute of less than one ($1) million dollars will be determined by arbitration as described below. Any other Controversy will be determined by trial by a judge without a jury, as described below. The arbitration or trial by a judge will take place on an individual basis without resort to any form of class action. WHETHER THE CONTROVERSY IS DECIDED BY ARBITRATION OR BY TRIAL BY A JUDGE, YOU AGREE AND UNDERSTAND: (I) THAT YOU AND WE ARE GIVING UP THE RIGHT TO TRIAL BY JURY, AND THERE WILL BE NO JURY AND (II) THAT THIS SECTION PRECLUDES YOU AND US FROM HAVING THE RIGHT TO PARTICIPATE OR BE REPRESENTED IN ANY FORM OF CLASS ACTION OR CLASS ARBITRATION. HOWEVER, IN NO EVENT WILL AN ARBITRATION PROCEEDING BE FILED, CONDUCTED OR MAINTAINED BEFORE ANY ENTITY OR UNDER ANY ENTITIES’ RULES (INCLUDING AAA, JAMS OR NAF), IF THAT ENTITY HAS ANY POLICY OR RULE THAT IS INCONSISTENT WITH OR PREVENTS THE ENFORCEMENT OF THE CLASS ACTION WAIVER IN THE PRECEDING SENTENCE. YOU AND WE FURTHER AGREE THAT NEITHER WE NOR YOU WILL JOIN ANY CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY IN A LAWSUIT, ARBITRATION OR OTHER PROCEEDING; THAT NO CLAIM THAT EITHER OF US HAS AGAINST THE OTHER WILL BE RESOLVED ON A CLASS-WIDE BASIS; AND THAT NEITHER WE NOR YOU WILL ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE. IF FOR ANY REASON THE PRECEDING SENTENCE IS DETERMINED TO BE INVALID OR UNENFORCEABLE, ALL CLAIMS WILL BE BROUGHT IN COURT, AND NOT RESOLVED THROUGH ARBITRATION.

Arbitration. Since this Agreement touches and concerns interstate commerce, an arbitration under this Agreement will be conducted in accordance with the Federal Arbitration Act (Title 9, United States Code), notwithstanding any choice of law provision in this Agreement. Arbitration, including selection of an arbitrator, will be conducted in accordance with the then-current rules for arbitration of financial services disputes of J.A.M.S. ("JAMS"). You may call JAMS at the telephone number in your local directory or at 1-800-352-5267 to obtain rules and forms to initiate arbitration or visit their web site at www.jamsadr.com for more information. If JAMS is unable OR unwilling to serve as the provider of arbitration, we may substitute another national arbitration organization with similar procedures. The arbitrator(s) will follow the law and will give effect to statutes of limitation in determining any claim. Any Controversy concerning whether an issue is arbitral will be determined by the arbitrator(s) provided, however, the validity and effect of the class action waiver will be determined exclusively by a court and not by an arbitrator. The Federal Arbitration Act applies to this section, and the Federal Arbitration Act, not state law, governs all questions of whether a claim is subject to arbitration. The award of the arbitrator(s) will be in writing and include a statement of reasons for the award. The award will be final. Judgment upon the award may be entered in any court having jurisdiction, and no challenge to entry of judgment upon the award will be entertained except as provided by Section 10 of the United States Arbitration Act or upon a finding of manifest injustice. Trial by a Judge: If you or we request, any Controversy that is not submitted to arbitration as provided above will be determined by trial by a judge without a jury.

Self-Help and Provisional Remedies. Either you or we may exercise self-help remedies such as Republic Bank’s right of set-off or obtain provisional or ancillary remedies from a court of competent jurisdiction before, after, or during the tendency of any arbitration or reference. Neither the obtaining nor the exercise of any such remedy will waive the right of either party to demand that the related or any other Controversy be determined by arbitration as provided above. Jurisdiction and Venue: Any arbitration lawsuit, or other proceeding regarding your Card, must be brought in the state in which you applied for your Card. For purposes of the arbitration provision in this section, the term "we" shall mean Republic Bank, and each of its parents, subsidiaries, affiliates, or predecessors, assigns and each of their officers, directors, agents, and employees.

Assignability. We may assign or transfer our rights and obligations under this Agreement at any time without prior notice to you. The Card Account established under this Agreement is not assignable or transferable by you. Notwithstanding the foregoing, this Agreement shall be binding on you, your Authorized Users, your heirs, your executors, administrators, guardians, personal representatives, or trustee in bankruptcy.

Miscellaneous Provisions: We do not waive our rights by delaying or failing to execute them at any time. To the extent permitted by law and as permitted by this Agreement, you agree to be liable to us for any loss, costs, or expenses that we may incur as a result of any dispute or legal proceeding involving your Card Account. If a court finds any provision of this Agreement invalid or unenforceable, such finding shall not make the rest of this Agreement invalid or unenforceable. To the fullest extent possible, any such provision shall be deemed to be modified so as to be rendered enforceable or valid; however, if such provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable.