Leeway Mastercard Debit Card Cardholder Agreement

This Cardholder Agreement ("Agreement") outlines the terms and conditions under which the Prepaid Mastercard® ("Card") has been issued to you by Avidia Bank, Hudson MA 01749 ("The Bank" or "Issuer") for use with health and benefit accounts. It describes the terms and conditions for the use of your Card and includes information about the Bank’s and your rights and obligations. The Issuer is an FDIC insured member institution. The Card may be available for use with certain Plan-Sponsored health and benefit savings, spending, and reimbursement accounts that you establish with Avidia Bank. Collectively, these savings, spending, and reimbursement accounts are referred to as "Accounts." For Health Savings Accounts ("HSAs"), the term "Account" as used herein shall mean only the "Cash Account" as defined in your HSA Custodial Agreement. Distributions from your HSA via any method, including use of the Card, are made only from the Cash Account. See the HSA Custodial Agreement for further information. The Card is not a credit card. The Card is not for resale. The terms and conditions may vary depending on the type of expense and/or the Account(s) through which payment is attempted to be made using the Card. This agreement supplements all other agreements and/or documentation governing each of the Accounts ("Account Documents"), including but not limited to plan documents, summary plan descriptions, and/or the HSA Custodial Agreement (which includes by reference the Disclosure Statement and HSA Schedule of Fees). If any provision in the Account Documents is inconsistent with this Agreement with respect to the subject matter contained herein, this Agreement governs. Throughout this Agreement, the words "we", "us", and "our" refer to Avidia Bank, our successors, affiliates, or assignees. "You", "your", and "yours" mean the person or persons who have received the Card and are authorized to use the Card as provided for in this Agreement and the Account Documents. "Plan Sponsor" means your employer or the association who is sponsor ing your benefit plan or program. "Business Days" are Monday through Friday, excluding federal holidays, even if we are open. Any references to "days" found in this Agreement are calendar days unless indicated otherwise. By accepting and using the Card, you agree to be bound by the terms and conditions contained in this Agreement.

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You acknowledge and agree that the value available in the Account(s) is limited to the available funds that have been loaded into the Account(s). You agree to sign the back of the Card immediately upon receipt. The expiration date of the Card is identified on the front of your Card. The Card is not connected in any way to any other account.

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CARD USES

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Authorized Card Users:

You are 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, we will treat this as if you have authorized such use and you will be liable for all transactions and fees incurred by those persons. You are wholly responsible for the use of each Card according to the terms and conditions of this Agreement. 

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Card Ownership:

The Card will remain the property of the Issuer and must be surrendered upon demand. The Card is nontransferable, and it may be canceled, repossessed, or revoked at any time without prior notice subject to applicable law. The Card is not designed for business use, and we may close your Card if we determine that it is being used for business purposes. We may refuse to process any transaction that we believe may violate the terms of this Agreement.

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Activating Your Card:

You must activate your Card before it can be used. Activation instructions are provided on the sticker affixed to your Card. You may set a Personal Identification Number ("PIN") for your Card. You agree not to disclose your PIN to anyone. When entering your PIN, be sure it cannot be observed by others and do not enter your PIN into any terminal that appears to be modified or suspicious. If you believe that anyone has gained unauthorized access to your PIN, you should advise us immediately following the procedures in the paragraph labeled "Your Liability for Unauthorized Transfers."

You may NOT use the Card to obtain cash from an Automated Teller Machine ("ATM"), Point-of Sale ("POS") device, or by any other means. You may use the Card to obtain cash from an ATM for the HSA ONLY.

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Your Representations and Warranties: 

By activating the Card or by retaining, using or authorizing the use of the Card, you represent and warrant to us that: (i) you are at least 18 years of age (or older if you reside in a state where the majority age is older); (ii) you are a U.S. citizen or legal alien residing in the United States, including the District of Columbia and all other U.S. Territories; (iii) you have provided us with a verifiable U.S. street address (not a P.O. Box); (iv) the personal information that you provide to us in connection with the Card is true, correct and complete; (v) you received a copy of this Agreement and agree to be bound by and to comply with its terms; and (vi) you accept the Card.

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Using Your Card / Features:

The maximum amount that can be spent on your Card per day is limited to the value of available funds in the Account(s) linked to the Card or within the daily or transaction limit, if imposed (see Dollar Limits and other Restrictions on Transactions). You may use your Card to purchase goods or services ("Eligible Expenses") at selected merchants and providers (collectively referred to as "Merchants") who accept Debit Mastercard®, Maestro® cards, or NYCE® cards as long as you do not exceed the value available in the Account(s) associated with your Card. Eligible Expenses are defined by applicable law and your plan documents provided by your Plan Sponsor. If the expense is eligible for payment or reimbursement through more than one of the Accounts, the amount(s) will be deducted from the Account(s) in the order established in the Account Documents and/or (to the extent permitted) by you.

Some merchants do not allow cardholders to conduct split transactions where you would use the Card as partial payment for goods and services and pay the remainder of the balance with another form of legal tender. If you wish to conduct a split transaction and it is permitted by the merchant, you must tell the merchant to charge only the exact amount of funds available on the Card to the Card. You must then arrange to pay the difference using another payment method. Some merchants may require payment for the remaining balance in cash. If you fail to inform the merchant that you would like to complete a split transaction prior to swiping your Card, your Card is likely to be declined.

If you use your Card number without presenting your Card (such as for a mail order, telephone, or Internet purchase), the legal effect will be the same as if you used the Card itself. For security reasons, we may limit the amount or number of transactions you can make on your Card.

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Permitted Uses:

Each time you use your Card, you authorize us to reduce the value available in your Account(s) by the amount of the transaction and any applicable fees. You are not allowed to exceed the available amount in your Account(s) through an individual transaction or a series of transactions. You understand and acknowledge that each time you use the Card for an expense, you are certifying that the expense for which you are using the Card is an Eligible Expense. You further agree and certify that any Eligible Expense for which you use the Card has not been previously reimbursed and will not be submitted for reimbursement under any other Account, plan, or program for which the expense is otherwise eligible for reimbursement. You may not use your Card for online gambling or any illegal transaction. If we become aware that you are attempting to use your Card for anything other than a permitted use, we may decline the transaction and use of your Card may be suspended or terminated. If such a transaction is completed, we are under no obligation to honor the same type of transaction on future occasions.

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Inappropriate Use of Card for Account Transactions Other than HSAs:

You understand that if you use the Card for non-Eligible Expenses in connection with an Account other than an HSA, you have violated this Agreement and your obligations under the Account Documents. You understand and agree that your Card may be immediately suspended or revoked for failure to comply, and you must immediately repay your Plan Sponsor for such expense in accordance with the Plan Sponsor’s repayment methods. Repayment methods include, but are not limited to, a payment by personal check, an electronic funds transfer from your personal checking or savings account initiated by you or us (on your behalf), or an off set adjustment from other Eligible Expenses whether or not originated as a card transaction. Moreover, if you use the Card for non-Eligible Expenses, you will be liable for any taxes, penalties, and other expenses payable under applicable law, as well as any expenses that we or the Plan Sponsor may incur as a result of such impermissible use.

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Inappropriate Use of Card for HSA Transactions:

You understand and agree that your use of the Card with respect to the HSA will be consistent with the requirements of the HSA Custodial Agreement and Internal Revenue Code Section 223. You are solely responsible for monitoring the use of your Card with respect to your HSA. If you use the Card to access HSA funds for non-Eligible Expenses, you may be subject to adverse tax consequences. We are not responsible for determining whether expenses paid or reimbursed through your HSA are Eligible Expenses. 

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Merchant Acceptance of Your Card:

We have no liability or responsibility if, for any reason, your Card or Card number is not honored for all or part of a transaction at any establishment or the merchant fails to abide by the applicable network rules and regulations when accepting your Card. 

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Bank Compensation:

The Bank does not charge you a fee for using the Card. However, you acknowledge and agree that, as with other types of debit cards we issue, the Bank may receive certain compensation relating to your Card use pursuant to Bank’s participation in various payment networks or from other third parties invoiced in the process of debit card transactions. Such compensation may vary and is established by the networks or agreements among the parties involved. 

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DOCUMENTATION OF TRANSACTIONS

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Statements and Online Services:

For the HSA, we generally provide you with a quarterly or monthly Account Statement, except we reserve the right not to provide a statement if there are no transactions in a given quarter or month. Your statement lists each transaction in a given quarter or month. Your statement lists each transaction and the date it was posted to the Account. The posting date may be different from the date on your receipt, which shows the date you conduct ed the transaction.

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Account Balance:

You may determine your Account balance or review any Account transaction by calling your Plan Administrator at the number printed on the back of the Card, on your card carrier, or in your plan document. You may also view your Account transactions (including but not limit ed to HSA transactions) online at the participant portal web address referenced on the enclosed card carrier or on the back of the Card.

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‍Receipts:

You should get a receipt at the time you make a trans action using your Card. You agree to retain, verify, and reconcile your transactions and receipts. You agree to retain all invoices and receipts for Eligible Expenses and to submit these for review upon request as per your Plan Documents and/or the IRS. Any amounts accessed through the Card for which you do not provide a receipt or invoice upon request will be deemed to be for non-Eligible Expenses. Neither the issuance of the Card nor its acceptance by a merchant is a guarantee of coverage under the Account(s).

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TRANSACTION RULES

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Pending Transactions and Pre-authorization Holds:

Pending transactions are debits and credits that have not yet posted to your Account, and any pre-authorization holds (describe further below). We may debit or place a hold on your Account for a debit transaction either on the day it is presented to us for payment by electronic or other means, or on the day we receive notice of the transaction, whichever is earlier. Card transactions may take several business days to post. Even if we provisionally post pending transactions to your Account during the day, we may treat them as if we received all of them at the end of the day and process them in any order we choose. We do not process transactions based on the order in which they occurred or are received. If a merchant or another financial institution requests an authorization for a transaction you want to conduct (a pre-authorization request), we may place a hold on your Account for the amount of that pre-authorization request. Some mer chants may request pre-authorization of an amount either higher or lower than the actual transaction amount which ultimately post to your Account. While we place a hold on the pre-authorized amount, your Account will be debited only for the actual transaction amount when the transaction is processed. While the hold remains on your Account, the balance available for some types of subsequent withdrawals (including additional card authorizations) may be reduced by the amount of the hold. With respect to HSA transactions, the hold will not prevent the pre-authorized transaction from overdrawing your Account if sufficient funds are no longer available when the actual transaction is posted to your Account. We are not responsible for damages or losses of any type, including wrongful dishonor, if any transaction is not authorized or paid because of a hold. We will remove a hold from your Account when the actual transaction amount is debited from your Account or up to three business days after the pre-authorized request, whichever occurs sooner. Nevertheless, if a transaction exceeds the balance of the funds available on your Card, you shall remain fully liable for the amount of the transaction. If you authorize a transaction and then fail to make a purchase of that item as planned, the approval may result in a hold for that amount of funds for up to seven (7) days.

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Refunds, Stop Payments, and Merchant Disputes:

‍If you are entitled to a refund for any reason for goods or services obtained with your Card, you agree to accept credits to your Card for such refunds and agree to the refund policy of that merchant. You may not place a stop payment on any Card purchase transaction. The Issuer is not responsible for the delivery, quality, safety, legality or any other aspects of goods or services that you purchase from others with a Card. All such disputes must be addressed and handled directly with the merchant from whom those goods or services were provided.

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Recurring Preauthorized Payments:

Recurring preauthorized payments occur when you authorize a merchant to automatically initiate a payment using your Card on a recurring basis. If we issue you a new or replacement Card with a different number and/ or expiration date, we may (but are not obligated to) provide your new Card number and expiration date to a merchant with whom you have set up a recurring preauthorized payment.

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Stopping recurring preauthorized payments:

‍To stop payment on a single payment in a series of recurring preauthorized payments, discontinue a recur ring preauthorized payment entirely, or if your Card or the account to which it is linked is closed, you should contact the merchant, allowing adequate time for the merchant to cancel the payment and for us to implement the cancellation request (which typically may take up to several days). We are not responsible for any failure by a merchant to stop a recurring preauthorized payment or for your failure to notify the merchant in time to stop any given recurring preauthorized payment. 

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Dollar Limits and Other Restrictions on Transactions:

‍We may apply a limit to the amount you are authorized to access from your Account(s) during each day by using your Card. Unless we notify you otherwise, your limit is the maximum available balance in the Account(s) from which the expense is eligible for payment or reimbursement at the time the transaction request is made (with regard to an HSA, the available balance is calculated pursuant to our funds availability policy set forth in the HSA Custodial Agreement). For security purposes, we may place other restrictions on your use of the Card from time to time. We may decline any transaction if it appears to us to be suspicious for any reason.

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Overdrafts / Deficits:

When you do not have enough available funds in the applicable Account(s) to cover a transaction, we will typically refuse a merchant’s request for an authorization and the attempted transaction will therefore not be completed. However, occasionally such a transaction may be completed, despite the lack of sufficient funds. In the case of Accounts other than HSAs, you are responsible for repaying the Plan Sponsor (or its designee); or in the case of an HSA, you are responsible for repaying us. If your HSA remains overdrawn for three consecutive months, we may close or suspend your account after providing you with notice. If an HSA transaction is rejected for in sufficient funds or your HSA is overdrawn, you may also be charged a fee in accordance with the HSA Custodial Agreement.

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Transactions Made In Foreign Currencies:

‍If you make a purchase in a currency other than the currency in which your Card was issued, the amount deducted from your funds will be converted by Master card International Incorporated into an amount in the currency of your Card. The exchange rate between the transaction currency and the billing currency used for processing international transactions is a rate selected by Mastercard International Incorporated from the range of rates available in wholesale currency markets for the applicable central processing date, which may vary from the rate Mastercard International Incorporated itself receives, or the government-mandated rate in effect for the applicable central processing date.

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ERRORS OR UNAUTHORIZED TRANSACTIONS

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Information about Your Right to Dispute Errors:

In case of errors or questions about your electronic transactions or of you need more information about a transaction call your Plan Administrator at the number on your card carrier or on the back of your Card. You must contact your Plan Administrator no later than sixty (60) days after the date of the transaction in question. You will need to tell us: Your name and Account number, why you believe there is an error, and the dollar amount involved, approximately when the error took place. If you provide this information orally, we may require that you send your complaint or question in writing within ten (10) business days; and if not provided, the Account may not be credited. A determination will be made whether an error occurred within sixty (60) calendar days after you notify your Plan Administrator, and any error will be corrected promptly. If more time is needed, however, your Plan Administrator may take up to ninety (90) days to investigate your complaint or question. If your Plan Administrator decides to do this, you will be notified verbally or in writing. If we decide to do this, we will credit your Account 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 to complete the investigation.

For errors involving new Cards, point-of-sale (POS) transactions, or foreign-initiated transactions, we may take up to ninety (90) days to investigate your complaint or question. We will inform you of the results within three (3) business days after completing the investigation. If we decide that there was no error, we will send you a written explanation. Copies of the documents used in the investigation may be obtained by contacting us at the phone number or address listed in your Plan document.

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Our Liability Limitation for Our Failure to Complete Transactions:

We are not liable to you for our failure to complete any transaction request, except when caused by our associates’ negligent acts or omissions, in which case our liability shall not exceed the amount of the transaction. We are not liable for any special, indirect, or consequential damages.

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Your Liability for Unauthorized Transfer:

Contact us at once if you believe your Card has been lost or stolen. Telephoning is the best way to minimize your possible losses. If you believe your Card has been lost or stolen, or that someone has transferred or may transfer money using your Card without your permission, call your Plan Administrator at the phone number found on your card carrier, on the back of your Card, or in your Plan documents. Under Mastercard Rules, your liability for unauthorized Mastercard transactions using your Card is $0.00 if you notify us within two (2) business days upon becoming aware of the loss or theft, and you exercise reasonable care in safeguarding your Card from loss, theft, or unauthorized use. In the event the Mastercard Zero Liability Rules do not apply, if you notify us within two (2) business days of any unauthorized transactions, you can lose no more than $50.00 if someone used your Card without your permission. If you do not notify us within two (2) business days after you learn of the loss or theft of your Card and we can prove that we could have stopped someone from using your Card without your permission if you had promptly notified us, you could lose as much as $500.00.

IMPORTANT: To report a lost or stolen card or unauthorized use, call the customer care number referenced on the back of your card. 

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CANCELLATION OR SUSPENSION OF YOUR CARD

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Amendment and Cancellation:

We may amend or change the terms and conditions of this Agreement at any time. You will be notified of any change in the manner provided by applicable law prior to the effective date of the change. If you continue to use the Card, you agree to the amendments. However, if the change is made for security purposes, we can implement such change without prior notice. We may cancel or suspend your Card or this Agreement at any time. You may cancel this Agreement by returning the Card to us. Your cancellation of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to termination. Except in the case of HSAs, your Plan Sponsor may also suspend or terminate your Card privileges. The cancellation of Card privileges does not in and of itself affect other terms for the Accounts. If we reinstate your Card privileges, this Agreement (as amended, if applicable) is automatically reinstated. If a Card we send you is returned undelivered or if your Card is reported as lost or stolen, we may restrict use of any Card with the same numbers. If you have not used your Card to conduct a transaction within the last 12 months and have a balance of zero, we may suspend or cancel your Card without notice.

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Termination of Employment:

Upon termination of employment, your Card may become inactive and not allow you to access your Account(s), in accordance with the provisions of the Account Documents. If you have an HSA or other Account(s) that allows for your funds to continue to be accessed after termination of employment, please call customer care number referenced on the enclosed card carrier or on the back of your Card for instructions on how to keep your Card active or when to expect a new Card.

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MISCELLANEOUS

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Other Miscellaneous Terms:

Your Card and your obligations under this Agreement may not be assigned. We may transfer our rights under this Agreement. Use of your Card is subject to all applicable rules and customs of any clearinghouse or other association involved in transactions. We do not waive our rights by delaying or failing to exercise them at any time. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, the validity or enforceability of any other provision of this Agreement shall not be affected. This Agreement will be governed by the law of the Commonwealth of Massachusetts except to the extent governed by federal law.

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Credit or Information Inquiries and Reports; Sharing of Information:

You authorize us to make from time to time such credit, employment, and investigative inquiries as we deem appropriate in connection with the issuance and use of your Card. We may disclose information to third parties about your Card or the transactions you make: (1) Where it is necessary for completing transactions; (2) In order to verify the existence and condition of your Card for a third party, such as merchant; (3) In order to comply with government agency, court order, or other legal or administrative reporting requirements; (4) If you consent by giving us your written permission; (5) To our employees, auditors, affiliates, service providers, or attorneys as needed; or (6) Otherwise as necessary to fulfill our obligations under this Agreement.

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Default:

You will be in default if you fail to meet any of your obligations under this Agreement, including but not limited to the failure to make restitution for any non-Eligible Expense charged to the Card as provided herein. In such event, we or the Plan Sponsor may exercise any legal rights the party(ies) may have. If any of the above parties is required to take legal action under this Agreement, you agree to pay any related court costs, collection fees and attorney’s fees and charges reasonably incurred. If you are in default, we are not obligated to continue to provide services to you under this Agreement.