Platform Agreement for the GM Financial Fleet Solutions Program

Effective Date: October 31, 2024

This Platform Agreement is a legal agreement made between Company and Coast and governs your use of the Services in connection with the GMF Program.

“Company” or “you” means the company that is applying for or has opened a Coast Account to use the Services, and “we”, “us” and “our” means Coast. References to this “Platform Agreement” include the document you are reading and any terms, agreements and policies referenced (collectively, the “Other Terms and Conditions”), including the GMF Terms, the Privacy Policy, User Terms and any applicable Additional Terms or supplemental agreements with Coast, which are hereby incorporated by reference. Definitions for other capitalized terms used in this Platform Agreement like “Coast Account” and “Services” have the meaning provided in the body of this Platform Agreement or below in Section 4 (Defined Terms).

By using any Services including Cards and/or by submitting your application to open a Coast Account, you consent to this Platform Agreement and the GMF Terms.

We may update this Platform Agreement and any terms, agreements, or policies incorporated by reference, or provide another agreement governing your use of the Services or any portion thereof, by providing Notice which may include Notice through email and/or through posting updated versions to our website. We will also give you additional Notice of any changes when required by law. Your continued use of the Services, including use of the Services by any Administrator or User, will serve as your acceptance of any changes to this Platform Agreement and incorporated terms, agreements, and policies referenced herein.

You may only open and maintain a Coast Account and use the Services if you accept this Platform Agreement. The Services Coast offers are a business product, to be used for commercial purposes only.

Section 3 of this Platform Agreement includes an agreement to resolve any Claims through binding arbitration and a waiver of any consolidated or class actions, along with important disclaimers and limitations of liability.

1. The GMF Program

1.1 About the GMF Program

Coast offers a fuel and fleet card and software platform for your fleet. Coast’s Services allow you to order and manage Cards for your Users that are linked to your GM Financial Account and the credit line extended to you by GM Financial; manage expenses and reporting; and may allow you to access other functionality including Third-Party Services through your Coast Account.

Cards are issued by the Issuer identified on the back of physical Cards and in relevant program materials provided to you.

By participating in the GMF Program and using Cards, you agree and acknowledge that:

• Coast’s provision of Services to you are subject to your acceptance of the GMF Terms presented to you by GM Financial and which are hereby incorporated by reference.
• Coast will extend certain Services to you including expense management software and technology that allows you to order Cards for your Users and Administrators and manage expenses and reporting.
• Cards are issued to GM Financial and are authorized for your use subject to the terms set forth herein and in the GMF Terms. You may only use the Cards so long as you maintain your GM Financial Account.
• Company credit limits and your payment terms are established by GM Financial. GM Financial will service your Coast Account, which may include but is not limited to: generating Periodic Statements, processing and collecting your payments, managing your payment terms including your Due Date, and addressing customer credit and payment-related inquiries, in each case under the GMF Program and in accordance with the GMF Terms.
• Any Charges, Fees, Fines or other amounts charged to your Coast Account for the use of the Services will be assessed in a Periodic Statement issued by GM Financial and will be collected by GM Financial. You will be liable to GM Financial for such payments.
• If GM Financial determines that your GM Financial Account is in default, Company’s credit line may be reduced, Charges may not be authorized, new Cards may not be issued and we and/or GM Financial may suspend or close your Coast Account.
• GM Financial, in its sole discretion, has the right to decline your request to participate in the GMF Program.

You may only use the Cards if your Users and Administrators consent to the User Terms.  Coast may update the User Terms by providing Notice to you which may include Notice through email and/or through posting updated versions to our website. GM Financial may update the applicable GMF Terms by providing Notice to you in the manner set forth therein.  Your continued use of the Cards constitutes acceptance of the updated User Terms or GMF Terms, as applicable.

Coast may change or provide new Services, provided that we shall use commercially reasonable efforts to provide you Notice in advance of any material changes that diminish or remove Services on which you rely. Some Services may be delivered or supported by specific Coast affiliates, Third-Party Service Providers and Program Partners and may require your agreement to Additional Terms.

1.2 Activating the Cards

In order to use Cards, you will need to follow instructions provided to Administrators with delivery of physical Cards, by a Notice sent electronically, or through your Coast Account. Users may also be required to have an active profile configured by an Administrator and a verified mobile phone number. By using a Card or participating in the program in any way, Users and Administrators represent that they have read and understand the User Terms and that they agree to be bound by such terms.

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1.3 Credit Limits and Account Controls

GM Financial will establish an aggregate credit limit for all the Cards available for your use under Company’s Coast Account.  Company credit limits and your payment terms, such as your billing period and Due Date, are set by GM Financial Your credit limits may be modified at any time by GM Financial with or without advance Notice to you, including temporary increases or decreases to your spending limits or reducing spending limits to $0. Administrators may set User-specific limits or spending controls through your Coast Account, but the aggregate spending limit for all Users may not exceed the total credit limit established for Company by GM Financial.

We, GM Financial and our Program Partners may restrict the maximum amount of any particular Charge and the number of Charges allowed for your Account and/or Cards. We and our Program Partners reserve the right to (i) decline to authorize any Charges that would cause you to exceed any applicable limit, including the aggregate spending limit applicable to the GMF Program, (ii) decline to authorize Charges at merchants characterized by the Card Network, GM Financial our Program Partners or us as prohibited or restricted merchants, and/or (iii) decline to authorize Charges, reverse Charges, and/or suspend Cards for security or any other reason, including for violation of the Platform Agreement, the GMF Terms, Issuer Card Terms or Card Network rules or suspected fraud.

We are not responsible for losses resulting from declined or reversed Charges. Merchants typically accept all Card Network-branded Cards; however, neither we nor GM Financial are responsible and will have no liability if a merchant refuses to honor a Card. We and GM Financial further reserve the right to place a hold on a Card for any Charge. Where a hold is placed on a Card, the amount of the hold will reduce the available spend until the hold is released.

An Administrator may set certain limits for each Card and/or each User through the online portal. Users who are not Administrators will not be permitted to establish or modify such settings. For example, an Administrator may establish settings that allow only certain Users to use certain Cards, that modify the spending limits applicable to a User or Card, that limit the categories of purchases that may be authorized for a User or a Card, or the amount of transactions that may be performed with a Card in a day or month. An Administrator may change such settings from time to time via the online portal without a User’s consent. Some fuel pumps do not automatically shut off at a Card’s transaction dollar limit, and we may authorize, and you are responsible for, such purchases in excess of your credit limit or an Administrator-imposed spending limit.

GM Financial will have all Administrator-level rights and access to your Coast Account, including but not limited to the rights enumerated herein.

Further, we, GM Financial and our Program Partners may establish limits on the types of merchants with which Users may make Charges and the types of transactions that are permitted (e.g., fuel-only transactions). Administrators also may also configure Cards to limit transaction amounts and merchant acceptance.  Limitations on the types of merchants with which Users may make Charges may be applied through the use of merchant category codes (MCCs). MCCs are chosen by merchants and are assigned by the Card Network. You agree that neither we nor GM Financial have responsibility for inaccurate or inappropriate MCC assignments. Only charges submitted for authorization are subject to controls, and those controls can only be enforced when the merchant where a Card is presented for use provides sufficient information as part of the authorization.

While we attempt to control the use of the Card to the parameters selected, you agree to pay GM Financial for all transactions on your Coast Account regardless of whether such charges are within or outside the MCC restrictions or other control parameters established for each Card.

1.4 Requesting and Replacing Cards

Administrators may request Cards for Users through your Coast Account but may only request Cards for and provide Cards to individuals that are employees or affiliated with or authorized by the Company. Cards may be denied or canceled due to changes in Program Partners’ policies, as required by law, or for other reasons we or GM Financial determine are appropriate under the circumstances.  You will be issued Cards and will be able to view transactions and manage Cards through your Coast Account.

You will promptly notify us and GM Financial and take appropriate measures to prevent unauthorized transactions when a Card is lost, stolen, breached, or needs to be replaced. In such cases, Administrators may request the issuance of replacement Cards through your Coast Account portal. Replacement Cards may have new account numbers that will require you to update the Card on file for any scheduled or recurring payments. If you do not update the Card for scheduled or recurring payments, the transactions may not be completed. You are solely responsible for updating Cards stored with merchants where account numbers have been changed.

You will keep your Coast Account secure and only provide access to individuals that you have authorized. You will immediately disable User access to the Cards if you know or believe your Coast Account or Cards have or may have been compromised or stolen or have been or may be misused, and you will promptly lock such Card and notify GM Financial of any known or reasonably suspected unauthorized access or use. You can also reach Coast by email at support@coastpay.com or by phone at (833) COAST01 / (833) 262-7801. You are ultimately responsible for financial loss caused by Administrators, Users, or other persons given access to the Services, your Coast Account, or Cards, except as provided by Card Network rules and the Platform Agreement or the GMF Terms. We and/or GM Financial may suspend access to your Coast Account or Cards if we believe your Coast Account or Cards have been compromised or that not doing so may pose a risk to you, Coast, Issuer, or any third parties.

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1.5 Using Cards

Users may only use Cards for bona fide business-related Charges. Cards may not be used for cash advances or purchases from persons other than merchants. Cards may only be used to complete transactions in the United States using U.S. dollars (USD). Cards may not be used for purchases at a Company card terminal used to accept payments from your customers or otherwise to make a payment to yourself or your affiliates. You are responsible for selecting who in your organization should have access to Cards. You agree to establish and maintain controls designed to ensure that the Cards are only used for bona fide Company purposes and in compliance with Card Network rules. You are solely responsible for Charges made by any individual given access to Cards. Coast, Program Partners, Card Networks, or other intermediary Third-Party Service Providers (including merchant acquirers) may deny or reverse Charges for any reason. Neither Coast nor GM Financial  is responsible for any losses, damages, or harm caused by a Charges that are denied or reversed.

1.6 Disputing Charges

You are responsible for reviewing your Periodic Statements promptly and identifying to GM Financial any Charges that you believe are unauthorized or that you dispute as soon as possible.

You understand that the transactions made using Cards are subject to Card Network rules regarding chargebacks. GM Financial, certain of our Program Partners and the Card Networks have established procedures for resolving Chargeback Disputes that may require you to provide details of the disputed Charge or associated documentation and that limit the types of transactions that are eligible to be disputed.

Reporting Unauthorized Transactions

If you believe a Card has been lost or stolen or or if you believe there are fraudulent or unauthorized transactions on your Card or Coast Account, you must immediately (a) report any unauthorized Charges to GM Financial and (b) deactivate the Card in your Coast portal. Disputing a fraudulent or unauthorized Card Transaction will not cancel a Card. Failure to cancel any compromised Cards through the Coast portal may result in you incurring additional liability to GM Financial.

Reporting Erroneous Transactions

If you believe that your Card or Card Account was subject to an erroneous or otherwise incorrect charge, you must first contact the merchant to dispute the relevant Charge. If you are unable to resolve the dispute with the merchant, then you may dispute the Charge by reporting it to GM Financial. You must report any erroneous or disputed Charges to GM Financial within 100 days (or within any extended timeframe required by applicable law or Card Network rules) from the date the Charge appears on your Card Account. Notices for disputed Charges should specify your details, details about the User, details about the disputed Charge, and an explanation of your belief that the disputed Charge was made in error or was unauthorized. If you do not provide notice within this time, Charges may be considered final and binding even if there was an error or basis for dispute.

Resolution of Chargeback Disputes

Charges relating to disputed Charges will be due and payable to GM Financial on the Due Date if they are pending resolution as of the Due Date for the applicable Periodic Statement. Chargeback Disputes resolved in your favor will be credited to you on either the current or a future Periodic Statement. You hereby assign and transfer to GM Financial, Coast and Coast’s Program Partners (as applicable) any rights and claims, excluding tort claims, that you may have against any merchant or seller for any disputed Charge fully or partially credited to your Coast Account.

You understand that your Coast Account is commercial in nature and that card-related consumer protection laws, including the Electronic Funds Transfer Act and Regulation E and consumer-specific rules (including NACHA rules specific to consumers) do not apply to Chargeback Disputes or other Card-related disputes.

1.7 Fees

GM Financial will disclose applicable Fees that it charges for use of Cards and other Services in its communications with you with regard to your GM Financial Account. Your continued use of Cards will constitute acceptance of such Fees, as they may be updated from time to time in accordance with the GMF Terms.

1.8 Periodic Statements and Payments

You are responsible to GM Financial for payment in full of your entire Balance on or prior to your Due Date set by GM Financial. GM Financial will issue you Periodic Statements reflecting such then-due Balance including all Charges, Fees, and Fines. Please refer to GM Financial and the applicable GMF Terms regarding available payment methods, your payment terms and all other matters related to your GM Financial Account.

2. The Coast Platform‍

2.1 Applying for a Coast Account

Eligibility

Only companies organized and registered in the United States (such as C-corps, S-corps, LLCs, or LLPs) in jurisdictions where Coast is available may apply for a Coast Account and use the Services. Individual consumers, sole proprietors, unincorporated partnerships, and companies organized and registered outside the United States are not permitted to use or attempt to open or use a Coast Account or the Services.

To apply for and open a Coast Account, you must be a commercial customer of GM Financial that is authorized to apply under the GMF Program. You must remain a commercial customer of GM Financial to continue to access the Services. You understand and acknowledge that the provision of these Services are subject to your acceptance of the GMF Terms.        

To apply for a Coast Account on behalf of Company and to use the Services and Cards, you must be 18 years old (or any older age of majority required in your state of residence). The natural person applying for a Coast Account on behalf of Company must have legal capacity and be authorized by Company to enter into this Platform Agreement and the Other Terms and Conditions. If you have been denied an application for a Coast Account, you are not a customer of GM Financial, you have an existing application in process, you have an existing Coast Account, or you have recently had your Coast Account closed or suspended, you may be ineligible to submit an application for a Coast Account. For the avoidance of doubt, references to “you” in the preceding sentence include any of Company’s subsidiaries or affiliates. We must also be able to verify your identity and to verify information you submit about Company and the identity of Company’s Beneficial Owners. If you misrepresent your eligibility or Company’s eligibility to us, or misrepresent your identity or the identity of any Beneficial Owner, you may be prohibited from using Services in the future.

In addition, in order to submit an application for a Coast Account, access and use the Services, and receive required Notices, each Administrator must have the following hardware and software capabilities:

• A valid, working email account
• A mobile phone capable of receiving and sending text messages
• Access to a computer and connection to the Internet. Your Internet browser must be one of the current and previous major releases of Chrome, Firefox, Microsoft Edge, or Safari.

In addition, each User of a Card may be required to have a mobile phone that is capable of receiving and sending text messages to use the Services and to receive Notices correctly.

Required Information

You will need to provide Company Data and certain Personal Data when submitting an application for a Coast Account.

We provide Company Data and Personal Data to GM Financial, Program Partners and Third-Party Service Providers to assist us in determining your eligibility for the Services and Cards.

Company Data may include business information such as registered business name and state of incorporation or formation for Company, business address, ownership details, years in operation, the nature of the business, and other business information we may request from time to time.

Personal Data may include the name, residential address, date of birth, social security number, email and mobile number of the natural person submitting the application on Company’s behalf and of Company’s Beneficial Owners. If your application for a Coast Account has been approved, you will also be asked for Personal Data about Users and Administrators, including names and contact information, as described in the Privacy Policy.

To help the government fight the funding of terrorism and money laundering activities, U.S. federal law requires that financial institutions obtain, verify, and record Company Data and Personal Data identifying companies and their Beneficial Owners. We or our Program Partners or GM Financial may require that you provide certain documentary information to verify Company Data and Personal Data such as a corporate registration certificate, proof of address, or government-issued identification. You may be required to verify information previously provided or provide additional information in the course of applying for or receiving certain Services. Coast, GM Financial and Program Partners rely on the accuracy of Company Data and Personal Data when opening and maintaining your Coast Account. We may deny applications, interrupt provision of the Services to you, or suspend or close your Coast Account for any reason including where Company Data or Personal Data is incomplete, inaccurate, or out of date. You will keep Company Data and each Beneficial Owner’s, User’s and Administrator’s Personal Data current, complete, and accurate in your Coast Account.

You acknowledge and represent that you have obtained or will obtain appropriate consent and authorization of any person, including any Beneficial Owner, User or Administrator, whose Personal Data you provide before sharing such data with Coast.

We and our Third-Party Service Providers will use the information you provided us to verify the identity of Company, its Beneficial Owners and the natural person applying for a Coast Account on behalf of Company and to identify potential fraud, including by matching such identifying information against information available in public and private databases. As discussed above in “Required Information”, we may require that you provide certain additional information or documents to verify Company Data and Personal Data that you submitted. Information we obtain may result in a denial of your application. If you begin an application and do not submit it or fail to respond to any requests for additional information or documents within thirty (30) days of commencing the application, you will need to start a new application.

Upon submitting an application for a Coast Account, or at any other time, you may be denied use of the Services for any reason permitted by applicable law, including, but not limited to, suspected fraud, your history of using the Services, or your violation of any agreement with us or with GM Financial, including this Platform Agreement, the User Terms or the GMF Terms.

Representations of Company

By submitting an application for a Coast Account, the natural person submitting the application represents and warrants in an individual capacity and as an authorized representative of Company that:

• Company is a business entity that is organized, registered, and located in the United States
• Company has a valid U.S. Employer Identification Number (EIN)
• Company is validly existing and in good standing in its jurisdiction of organization
• Company has full power and authority to carry on its business as conducted and to own and operate its properties and assets
• Company has all requisite power and authority to enter into, adopt, and perform all of its obligations under this Platform Agreement
• Company’s performance of its obligations under this Platform Agreement will not violate any applicable law, requirement of a governmental agency or regulatory authority, or any material term of any existing Company contract
• Company is not engaged in any activities listed in the Prohibited Activities List
• The natural person who applies for a Coast Account on Company’s behalf is authorized to provide information about Company, submit the application on behalf of Company, enter into binding agreements on behalf of Company, and manage Company’s Coast Account
• The natural person who applies for a Coast Account on Company’s behalf is not, and is not affiliated with, a Prohibited Person
• All information you provide to us is and will be current, accurate, and complete
• Company will use its Coast Account exclusively for business purposes and not for any personal, family, or household use
• You have reviewed this Platform Agreement and the terms, agreements, or policies incorporated by reference

Consent to electronic signatures and communications

You agree that submitting your application for a Coast Account and indicating consent to this Platform Agreement constitutes your electronic signature. You also agree that your electronic consent has and will have the same legal effect as a physical signature. You consent to us providing Notices and account statements to you electronically, and understand that this consent has the same legal effect as would a physical signature.

GM Financial and your Coast Account

By participating in the GMF Program, you acknowledge and agree that GM Financial will receive and be able to access Company Data about your use of the Coast Account, including but not limited to confirming that you successfully opened a Coast Account, your transaction history, your account settings, information about your Users and Administrators and any other information related to your usage of the Services. GM Financial will have all Administrator-level and account manager rights and access to your Coast Account, including but not limited to the rights enumerated below.

2.2 Managing your Coast Account

Account Manager and Administrators

The natural person who submits an application to open a Coast Account on Company’s behalf will be designated as the initial Administrator and account manager. You may contact us by email or telephone to change the account manager.  The account manager may add and remove other Administrators. Administrators must have, and Company represents that any individual designated as an Administrator has, the requisite organizational power and authority to conduct business and manage Company’s Coast Account. In the event that an individual designated as an Administrator no longer has such requisite organizational power and authority, Company must notify us promptly and, as needed, designate another Administrator for the Coast Account.

Administrators may: add, remove, or manage Users and Administrators; sign Users into and out of Cards and into and out of vehicles; view transactions, receive Notices about declined transactions and authorize transactions; order and cancel orders for Cards; assign and modify spend controls applicable to Users, vehicles and Cards; view and run reports; provide or update Company Data and Personal Data; consent to any new or updated terms or conditions contained in this Platform Agreement or other agreements or policies incorporated in this Platform Agreement, consent to supplemental agreements, or consent to any Additional Terms; and take actions specified in this Platform Agreement and perform other tasks on Company’s behalf. Administrators must not authorize the use of Company’s Coast Account or the Services by any Prohibited Person.

Administrators must monitor Company’s Coast Account activity and statements you will be issued by GM Financial. Certain Services may include additional permission levels and authorizations. If you use these Services, Administrators on your Coast Account will be able to authorize and assign Users these permission levels and authorizations.

Users

Users may use Company’s Coast Account, transact, and use the Services only for valid, lawful, bona fide business purposes on Company’s behalf. Users may not use the Services for personal, family, or household purposes. Users must accept and comply with the User Terms. Users may also be required to accept terms presented by Program Partners or Third-Party Service Providers. You represent and warrant that each User enters into and complies in all respects with the User Terms.

Responsibility for Use

Company is solely responsible for the use, maintenance, administration and security of your Coast Account and the Cards and any personal or employee identification numbers, vehicle identification numbers, or other information necessary to access the Coast Account or to use any Card, including, but not limited to, distributing Cards to, and collecting Cards from, employees and agents. Company is solely responsible for monitoring transactions, invoice balances, and receipts as well as reviewing and replying to any fraud alert notifications.

Company is responsible and liable for any actions or failure to act on the part of Administrators, Users, and those using Credentials issued to Administrators to access Company’s Coast Account.

Company is responsible for:

• Ensuring that Administrators and Users are aware of, accept and agree to abide by the terms of this Platform Agreement, the User Terms and all applicable law and Card Network rules in connection with their use of the Services
• Obtaining appropriate consent and authorization to provide Administrators’ and Users’ personal information, and ensuring that Administrators and Users are aware of and have reviewed the Privacy Policy and understand how we process their personal information
• Ensuring that Users use the Services only for valid, lawful business purposes and not for any personal, family, or household use

Company is liable for any breach or violation by its Administrators or Users of this Platform Agreement or any of the agreements, terms, and policies incorporated by reference.

Company is responsible for ensuring that Administrators, Users, and any other persons affiliated with Company communicate respectfully and will refrain from using any form of disrespectful, harassing, abusive, or hate speech with Coast team members. If Coast receives reports of any such behavior by representatives of your Company towards our team, we may contact your Administrators, suspend access to Company’s Coast Account and the Services, or close your Coast Account.

2.3 Security and Monitoring your Coast Account

Safeguards and Credentials

Company shall adopt and maintain reasonable security precautions and controls to prevent Unauthorized Use. You will keep your Coast Account secure and only provide access to individuals that you have authorized to use the Services on your behalf. You will take all reasonable steps to safeguard the privacy, confidentiality, and security of Administrators’ Credentials. You will closely and regularly monitor the activities of Administrators and Users who access the Services, and you will use all reasonable means to protect Cards, mobile devices, web browsers, and anything else used to access or utilize the Services.

You will not allow any unauthorized person to use the Services. You will immediately disable Users’ and Administrators’ access to the Services or limit permissions where the authority of such person to use Company’s Coast Account has terminated, you know or suspect your Coast Account has been compromised or may be misused or where you know or believe an Administrator’s Credentials or a User’s mobile device are compromised or lost; and you will immediately notify GM Financial of the loss or theft of a Card or any unauthorized access or use of your Coast Account or the Services. You  can reach GM Financial using contact information they provide to you from time to time and you can contact Coast by calling (833) COAST01 / (833) 262-7801 or emailing support@coastpay.com.

Security Procedures

You are responsible for assessing the security requirements of your business and selecting and implementing Security Procedures appropriate to mitigate your exposure to potential security incidents. This responsibility includes selecting appropriate administrative, procedural, and technical controls that are appropriate to protect Company’s financial accounts.

By using the Services, you represent that the Security Procedures you have chosen are commercially reasonable for you to protect against unauthorized transactions.

2.4 Responsibility for Transactions

Subject to applicable Law, your Coast Account is a commercial account and does not provide all consumer protections for lost or stolen Cards or unauthorized Charges. You and your Users are responsible for securing Cards, data regarding your Coast Account, and Card security features (including the CVV and any PIN). You understand that it is your responsibility to monitor any suspicious or unauthorized activities on your Coast Account and each Card and report any such activities to GM Financial. To the extent Law permits, you are responsible for Charges, Fees, and Fines that you, GM Financial, Coast or a Program Partner incurs as a result of any User’s failure to (a) exercise reasonable care in safeguarding Cards from loss or theft or (b) promptly report loss or theft of a Card, including fraud. Additionally, to the extent Law permits, if you or a User allows another party to use a Card or your Coast Account for any purpose or if an unauthorized person uses a Card or your Coast Account, you will be liable for that use, including all losses, damages and costs arising out of or relating to that use. To the extent Law permits, neither GM Financial nor Coast is liable for any losses, damages or costs to you or your Users arising out of or relating to (y) unauthorized access to or use of a Card or your Coast Account; or (z) your failure to use or implement anti-fraud measures, security controls or any other data security measures.

2.5 Requirements and Prohibited Activities

Your Coast Account, Services, and Cards may only be used for Company’s bona fide business purposes. ‍Your Coast Account and the Services may not be (a) used for any purpose that is unlawful or prohibited by this Platform Agreement, (b) used for any personal, family, or household use, (c) used for any transaction involving any activities identified in the Prohibited Activities List, (d) provided to or used for any transaction involving an individual, organization, country, or jurisdiction that is blocked or sanctioned by the United States, including those identified on any lists maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) or the U.S. Department of State, (e) used by third parties unaffiliated with Company, or (f) used for any purpose not related to the business of Company.

We will not approve and may close Coast Accounts that we know or believe are engaged in any of the prohibited activities identified in the Prohibited Activities List or otherwise do not comply with these restrictions. Coast may require that you provide additional information or documentation to open or maintain your Coast Account if Company is engaged in certain activities that Coast, in its sole discretion, identifies as Restricted Activities, if any. We may update the list of prohibited or restricted activities at any time and your continued use of the Services constitutes your acknowledgement of and agreement to abide by those updated lists. You agree to review this regularly and contact us with any questions you have about how this list may apply to Company’s business.

Without limiting any of your indemnification or other obligations to us, you agree to pay all Fines imposed on Coast or any affiliate, officer, employee, agent or representative thereof by Program Partners, regulators or government agencies for your violation of this section or any use of the Services in connection with any activities identified in the Prohibited Activities List.

2.6 Identification as Customer

We may publicly reference you as a Coast customer on our website, in Coast’s promotional and marketing materials and in communications during the term of this Platform Agreement.You hereby grant Coast a limited, non-exclusive, royalty-free, fully-paid up license to use, display and include Company name, trademarks, logos and service marks on Coast’s website, in Coast’s promotional and marketing materials and in communications. Please notify us in writing if you prefer that we not identify you as a Coast customer and we will use commercially reasonable efforts to remove references to you on our website, in our promotional and marketing materials and in communications, as applicable.

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2.7 Ownership and License

Coast and licensors own all Coast Property. Company, Administrators, and Users may use Coast Property only as and for the purposes provided in this Platform Agreement. You may not modify, reverse engineer, create derivative works from, or disassemble Coast Property or register, attempt to register, or claim ownership in Coast Property or portions of Coast Property.

Coast grants you a nonexclusive and nontransferable license to use Coast Property as provided through the Services and as permitted by and subject to the limitations set forth in this Platform Agreement, including the confidentiality obligations set forth in Section 3.13. This license terminates upon termination of this Platform Agreement unless terminated earlier by us.

You grant Coast a worldwide, irrevocable license to use, modify, distribute, copy, and create derivative works from Company Data for the purposes identified in this Platform Agreement.

2.8 Coast Website and Apps; Content

Your use of our website and any mobile applications or other applications offered by Coast is subject to the Website and Mobile App Terms of Use, which are hereby incorporated by reference.

As described therein, information provided on our website, any mobile applications or other applications offered by Coast and in other communications from us is for information purposes only. We believe it to be reliable, but it may not always be entirely accurate, complete or current. We may change or update information from time to time without Notice. You should verify all information on our website, in any applications and in other communications from us before relying on it. You are solely responsible for all of your decisions based on information provided on our website and in other communications from us, and we have no liability for such decisions.

Information we provide on our website and in other communications to you may contain third-party content or links to third-party sites and applications. We do not control any such third-party content, sites, or applications, and we are not responsible or liable for the availability, accuracy, completeness, or reliability of third-party content or for damages, losses, failures, or problems caused by, related to, or arising from such third-party content or the products or practices of third parties.

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2.9 Rewards

You may be eligible for certain Rewards that are available to participants of the GMF Program. You may be ineligible for other Rewards available to customers of Coast outside of the GMF Program, including but not limited to Rewards featured on Coast’s marketing site (coastpay.com). GM Financial may communicate to you information about available Rewards, including any eligibility criteria and fulfillment details. GM Financial may determine when, how, and under what conditions Company or Users may qualify for or earn Rewards. GM Financial will assess your eligibility and administer and fulfill any applicable Rewards.

Certain Rewards are made available to customers of GM Financial by Coast or by third parties through promotional partnerships with Coast. If your GM Financial Account is not in good standing for any reason including as a result of non-payment, or GM Financial or we determine in our sole discretion that you are abusing or misusing such Rewards, have engaged in gaming to qualify for such Rewards or have otherwise violated our Platform Agreement or any of the Other Terms and Conditions, you and Administrators and Users, as applicable, may be ineligible to earn or use such Rewards.  We and GM Financial may update or change eligibility criteria, restrictions, and requirements at any time for any such Rewards. We and GM Financial may also terminate such Rewards offerings at any time.

Available Rewards may vary based on the number or types of Services Company uses, Company’s industry and location, how long Company has been a GM Financial or Coast customer, and other factors determined in GM Financial’s and our sole discretion. We and GM Financial may otherwise condition, restrict or limit available Rewards and other discounts in our sole discretion.

To the extent that you are eligible for per-gallon discounts on fuel purchases, such discounts are not applicable to international purchases and purchases at fuel merchants that do not provide line-item transaction data on fuel purchases. Such per-gallon discount may be applied to a given transaction either during the settlement process or periodically as a rebate after the fact. Such discount, if any, will appear on the periodic statement you receive from GM Financial.

2.10 Changes to the Services

We may add Services or modify existing Services at any time. Some of these Services will be subject to Additional Terms. You acknowledge and understand that in order to use certain Services, you must agree to the Additional Terms that we will provide separately from this Platform Agreement, and which will be incorporated by reference and form a part of this Platform Agreement.

We do not guarantee that each of the Services will always be offered to you, that they will be available to you, or that you will qualify or be able to utilize any particular Service. Services will change from time to time, and certain Services may be discontinued or others may be added.

The termination or suspension of any Service, or any of the Other Terms and Conditions, shall have no effect on this Platform Agreement, which shall remain in full force and effect.

2.11 Beta Services and Feedback

We sometimes release Beta Services in order to test new products, features, and programs, and we may make these Beta Services available to you to get your Feedback. We may change or discontinue Beta Services at any time. Beta Services are confidential until we publicly announce the products, features, or programs, and if you use Beta Services, you agree to keep information about the Beta Services confidential. Any Beta Services are provided to you AS IS and without warranty.

We may use any Feedback about the Services or Beta Services freely and without restriction. Except where specifically notified by us, we will not compensate or credit you for Feedback you provide to us.

2.12 Linked Accounts and Third-Party Services

You may be given the option to identify a Linked Account and make the Linked Account available for use in connection with the Services.  All Linked Accounts must be business accounts rather than consumer accounts. You may be able to change Linked Accounts through your Coast Account. Use of specific Services or features may also require that you permit Coast to access Company Data through Third-Party Services, including Financial Data from Linked Accounts. You acknowledge and understand that in order to enable account linking, you must agree to Additional Terms, as applicable, that we will provide separately from this Platform Agreement.

2.13 Confidentiality Obligations and Privacy

You must (a) hold our Confidential Information in strict confidence and protect such Confidential Information from unauthorized or accidental disclosure or access; (b) not disclose our Confidential Information to any other person, except as permitted in this Platform Agreement; (c) not disclose or otherwise give access to our Confidential Information to any personnel, affiliate, or service provider that does not have a legitimate “need to know” such information for the performance of your obligations under this Platform Agreement; (d) except as expressly permitted in this Agreement, not use, copy or process our Confidential Information for any purpose or in any manner not directly related to fulfillment of your obligations under this Platform Agreement.

The Card Network, Coast, our Program Partners, GM Financial and our Third-Party Service Providers collect and process Company Data and Personal Data through your use of the Cards, the Services (including data received through Linked Accounts) and Third-Party Services. You agree that Coast, the Card Network, Program Partners, GM Financial and Third-Party Service Providers may use and disclose Company Data and Personal Data (a) to provide Services to Company and Users and administer the GMF Program; (b) as required by law or Card Network rules; (c) for identity verification and fraud prevention; (d) to analyze and report transactions; (e) for internal analytics and reporting; (f) as needed in dispute resolution; and (g) as otherwise permitted by law.

We will maintain Personal Data in accordance with our Privacy Policy. We will not sell any Company Data to third parties for marketing unaffiliated products without your consent, but may use Company Data and share Company Data with third parties to identify Services, Third-Party Services, and programs that we believe may be of interest to you, including as part of a rewards or benefits program.

Except as prohibited by law, Coast may use and disclose De-Identified Data for Coast’s own purposes, including to improve and develop Coast products, services, and marketing efforts (such as developing data products and providing aggregate insights to other customers). Coast may include De-Identified Data in both public and private reports.

2.14 Updates to Company Information

Providing information

You will keep Company Data and each User’s and Administrator’s Personal Data current, complete, and accurate in your Coast Account at all times.

At any time during the term of this Platform Agreement and your use of the Services, we may require additional information from you, including Company Data (such as copies of registration certificates, business licenses, or other information related to your business) and Personal Data (such as copies of government-issued personal identification and proof of address) to validate information you provided, verify the identity of Administrators, Users or Beneficial Owners of Company, and assess Company’s financial condition and business risks.

Notification of corporate and business changes

Company must be duly organized and in good standing under the laws of its jurisdiction of organization throughout the term of this Platform Agreement.

You will promptly notify us in writing if any of the following occur:

• You cease to be a customer of GM Financial
• The nature of your business changes significantly
• There is any change of Beneficial Owners
• There is any material change in the control or ownership of your business (whether direct or indirect) or you transfer or sell 25% or more of your total assets
• There is any planned or anticipated liquidation, or voluntary bankruptcy or insolvency proceeding
• You are the subject of an inquiry, proceeding, investigation, or enforcement action promulgated by any regulatory authority
• You are party to a litigation in which claims are asserted that would, if sustained in a legal proceeding or alternative dispute resolution forum, result in a material impact to Company’s financial condition
• You receive a judgment, writ or warrant of attachment or execution, lien, or levy against 25% or more of your total assets
• You begin engaging in any of the activities identified in the Prohibited Activities List or Restricted Activities

2.15 Privacy

Collection, use, and handling of Personal Data is described in our Privacy Policy. Please review our Privacy Policy and contact us if you have any questions. Issuer’s Privacy Policy (located at https://www.celticbank.com/privacy-policy) explains how and for what purposes Issuer collects, uses, retains, discloses, and safeguards Personal Data provided to Issuing Bank in connection with the GMF Program. You agree to review and accept the terms of this policy (which may be updated from time to time and which form part of this Platform Agreement).

3. Additional Terms

3.1 Term and Termination

This Platform Agreement is effective when you use any Services and/or start an application for a Coast Account and continues so long as you are participating in the GMF Program until terminated by either you or us as set forth in this Platform Agreement.

We or GM Financial may suspend access to or terminate your Coast Account or any or all of the Services and/or terminate this Platform Agreement at any time and for any reason, in our sole and absolute discretion, without prior Notice. Some of the reasons we or GM Financial may suspend or terminate access to your Coast Account or this Platform Agreement include: if you cease to be a customer of GM Financial and/or to participate in the GMF Program; if you are in default in respect of your GM Financial Account; if you file for dissolution or bankruptcy; if we believe you have opened or maintained a Coast Account using inaccurate or false information; if we believe your Coast Account has been compromised; if we believe that not doing so may pose a risk to you, Coast, or any third parties; if Company Data or Personal Data is incomplete, inaccurate, or out of date; if we believe you have violated this Platform Agreement, the GMF Terms or any Other Terms and Conditions or the law; or if we are required to do so by GM Financial, a Program Partner, a governmental agency or regulatory authority or by law.

You may terminate this Platform Agreement by ceasing your use of all Services and providing Notice to us. We may decline to close your Coast Account if you have a negative balance with GM Financial in respect of any Service or if we believe that your Coast Account is being closed to evade any legal or regulatory requirement or investigation.

You are responsible to GM Financial for all Charges, Fees, Fines, and other losses caused by your action or inaction prior to termination, and for any costs we may incur in the process of closing your Coast Account upon termination by you or us.

If you reapply or reopen your Coast Account or use or attempt to use the Services or Cards you are consenting to the Platform Agreement in effect at that time.

Sections 2.3 (Security and Monitoring your Coast Account), 2.4 (Responsibility for Transactions), 2.7 (Ownership and License), 2.8 (Coast Website and Apps; Content), 2.11 (Beta Services and Feedback), 2.13 (Confidentiality Obligations and Privacy), 3.1 (Term and Termination), 3.2 (Notice and Communication), 3.3 (Limitation of Liability), 3.4 (Disclaimer of Warranties by Coast), 3.5 (Indemnification), 3.6 (Governing Law and Venue), 3.7 (Binding Arbitration), 3.8 (Legal Process), 3.9 (Assignment), 3.13 (Taxes) and 3.14 (Third-Party Beneficiaries); the provisions of the Program Terms that identify continuing obligations; and any other provisions of this Platform Agreement or the Other Terms and Conditions giving rise to continued obligations of the parties will survive termination of this Platform Agreement.

3.2 Notice and Communication

You consent to us providing Notices to you under this Platform Agreement electronically and understand that this consent has the same legal effect as a physical signature.

We will provide Notices regarding activity and alerts to your Coast Account electronically through your Coast Account, email, push notification, if applicable, and/or via text message to the contact information provided to us by Administrators and Users. Notices affecting payment, legal terms and other important Notices related to Company’s Coast Account may be sent to Administrators through your Coast Account or by email and are considered received 24 hours after they are sent.

You understand that in order to use the Services including use of Cards or any other Program, you and, as further described in the User Terms, each User and Administrator must consent to receive all Notices from Coast electronically, including autodialed phone calls and text messages in accordance with the section in the User Terms entitled “Notices, Phone Communications and Agreement to be Contacted”.

We will send Notices to Administrators’ and Users’ mobile phones through push notifications (if applicable), telephone calls, or text messages to the phone numbers you and/or Administrators and Users provide to us. These Notices may include, for example, alerts about Services, Cards, Charges, and other transactions, and will require Administrators and Users, as applicable, to respond with information about Charges or attempted Charges on Cards. Users will sign into and out of Cards, sign into and out of vehicles, provide a vehicle license plate and odometer reading and receive Notices about declined transactions using text messages.  You authorize Administrators and Users to take any such available actions, subject to limitations based on permissions and authorization.

We may also send text messages or make telephone calls to Administrators and Users to allow us to verify their identity, to provide other information about your Coast Account and for other purposes that we identify and that are available through your Coast Account. We may send Notices to Administrators regarding the Coast Account or account security and providing or requesting information on recent transactions.  Company will secure appropriate authorization from each User and Administrator for Coast to make autodialed telephone calls and send autodialed text messages to such Users and Administrators as further described in the User Terms.

You may only withdraw consent to receive Notices electronically by closing your Coast Account or, in the case of Administrators or Users, by ceasing to use the Cards and Services and following the instructions in the User Terms. If an Administrator or User does not consent to or later opts out of receiving Notices via text message, such Administrator or User’s profile will be deactivated.

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

Administrators and Users are responsible for all costs imposed by their respective Internet or mobile service providers for sending or receiving Notices electronically. Contact us immediately if you are or believe you are having problems receiving Notices.

3.3 Limitation of Liability

Coast, its Third-Party Service Providers, GM Financial, and Coast’s Program Partners are not liable to you for consequential, indirect, special, exemplary, or punitive damages, lost profits, or lost revenue arising from or related to your use of or inability to use Services or Cards, lost profits or reputational harm, physical injury or property damage, or any other losses or harm arising from or related to this Platform Agreement or any Other Terms and Conditions, whether or not we were advised of their possibility by you or third parties.

Our maximum liability to you under this Platform Agreement and any Other Terms and Conditions is limited to $5,000. These limitations apply regardless of the legal theory on which your claim is based.

3.4 Disclaimer of Warranties by Coast

THE SERVICES, COAST PROPERTY, AND BETA SERVICES ARE PROVIDED TO YOU AS IS AND AS AVAILABLE. COAST, EACH THIRD-PARTY SERVICE PROVIDER, GM FINANCIAL AND EACH PROGRAM PARTNER DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES OF NON-INFRINGEMENT OF SERVICES, COAST PROPERTY, AND BETA SERVICES. NOTHING IN THIS PLATFORM AGREEMENT OR IN ANY OTHER TERMS AND CONDITIONS WILL BE INTERPRETED TO CREATE OR IMPLY ANY SUCH WARRANTY TO YOU.

THIRD-PARTY SERVICES ARE NOT PROVIDED OR CONTROLLED BY COAST. COAST DOES NOT PROVIDE SUPPORT FOR AND DISCLAIMS ALL LIABILITY ARISING FROM FAILURES OR LOSSES CAUSED BY THIRD-PARTY SERVICES.

COAST DISCLAIMS ALL WARRANTIES AND DOES NOT GUARANTEE THAT (A) SERVICES AND DATA PROVIDED BY COAST ARE ACCURATE OR ERROR-FREE; (B) THE SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (C) THE SERVICES WILL BE USABLE BY COMPANY, ADMINISTRATORS, OR USERS AT ANY PARTICULAR TIME OR LOCATION; (D) SPECIFIC MERCHANTS WILL PERMIT PURCHASES USING CARDS ISSUED BY AN ISSUER; (E) SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (F) ANY DEFECTS IN THE SERVICES WILL BE CORRECTED, EVEN WHEN WE ARE ADVISED OF SUCH DEFECTS.

COAST IS NOT LIABLE FOR AND DISCLAIMS LIABILITY FOR ANY DAMAGES, HARM OR LOSSES TO YOU ARISING FROM UNAUTHORIZED ACCESS OR USE OF YOUR COAST ACCOUNT OR THE SERVICES OR YOUR FAILURE TO IMPLEMENT APPROPRIATE SECURITY PROCEDURES.

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3.5 Indemnification

You agree to indemnify, defend and hold harmless Coast, GM Financial, its Third-Party Service Providers and all Program Partners (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 relating to: claims, proceedings, suits, or actions brought by or initiated against Coast or any of the other indemnitees specified above by any third party due to: (i) your breach or alleged breach of this Platform Agreement or any Other Terms and Conditions; (ii) your violation of law, fraud, gross negligence or willful misconduct; your misrepresentations to us about Company, including any Users or Administrators or its Beneficial Owners; (iii) acts or omissions of Administrators, Users or other Company employees or agents; (iv) Company’s actual or alleged infringement of a third party’s intellectual property rights;  (v) Company’s use of Beta Services or Third-Party Services; (vi) amounts owed by Company to third parties; or (vii) disputes over Charges between Company and merchants. Coast may defend any claim subject to indemnification hereunder, using counsel of its choice, and you will pay or promptly reimburse Coast for the reasonable fees of such counsel and all related costs and reasonable expenses.

3.6 Governing Law and Venue

This Platform Agreement will be construed, applied, and governed by the laws of the State of New York exclusive of its conflict or choice of law rules except to the extent that US federal law controls and except for the Arbitration Agreement, which is governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-9. Subject to the Arbitration Agreement, you and we consent to jurisdiction in state or federal court in New York, New York.

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3.7 Binding Arbitration

PLEASE READ THIS SECTION OF THE PLATFORM AGREEMENT (THE “ARBITRATION AGREEMENT”) CAREFULLY.  IT REQUIRES ALL CLAIMS BETWEEN YOU AND US TO BE RESOLVED BY BINDING ARBITRATION WHENEVER YOU OR WE CHOOSE TO SUBMIT A CLAIM TO ARBITRATION. BY ACCEPTING THIS ARBITRATION AGREEMENT, YOU WAIVE YOUR RIGHTS TO TRY ANY CLAIM IN COURT BEFORE A JUDGE OR JURY (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO A SMALL CLAIMS COURT) AND TO BRING OR PARTICIPATE IN ANY CLASS OR OTHER REPRESENTATIVE ACTION.

Before filing a Claim (as defined below) against Coast, you agree to try to resolve the Claim informally by notice to Coast of the actual or potential Claim. Similarly, Coast will provide Notice to you of any actual or potential Claim to endeavor to resolve any Claim we may possess informally before taking any formal action. The party that provides the notice of the actual or potential Claim (the “Notifying Party“) will include in that notice (a “Notice of Dispute“) the name of Company, the Notifying Party’s contact information for any communications relating to such Claim, and sufficient details regarding such Claim to enable the other party (the “Notified Party“) to understand the basis of and evaluate the concerns raised. If the Notified Party responds within ten (10) business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Claim informally, then each party shall promptly participate in such discussions in good faith.

If, notwithstanding the Notifying Party’s compliance with all of its obligations under the preceding paragraph, a Claim is not resolved within 30 days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within ten (10) business days), the Notifying Party may initiate an arbitration proceeding as described below.

Agreement to Arbitrate

Either you or we may elect, without the consent of the other, to arbitrate any Claim (as defined below) through the binding arbitration process set forth in this Arbitration Agreement. Neither you nor we waive the right to elect to arbitrate a claim by filing an action in court, or by pursuing provisional, ancillary, or self-help remedies.

Claims Covered by Arbitration

“Claims” subject to this Arbitration Agreement include all of the following: (1) disputes, claims or controversies arising out of or related to this Platform Agreement or the Other Terms and Conditions or any later versions of or changes or modifications to the foregoing; (2) claims arising out of or related to any aspect of any relationship between you and us that is governed by this Platform Agreement or the Other Terms and Conditions; (3) claims arising out of or related to your Coast Account or any Services we provide to you; and (4) claims related to the interpretation, scope, applicability, or enforceability of this Platform Agreement, the Other Terms and Conditions or the Arbitration Agreement (except, in each case, for certain claims described in “Claims Not Covered by Arbitration” below).  Claims are subject to arbitration whether they are based in contract, tort, federal or state statute, constitution, regulation, or any other legal theory, or whether they seek legal or equitable remedies. All Claims are subject to arbitration whether they arose in the past, may currently exist, or may arise in the future. Claims include claims or disputes that arose before the parties entered into this Platform Agreement (such as claims related to advertising) or after termination of this Platform Agreement or the Other Terms and Conditions or your account is closed.

Any disputes, claims or controversies arising out of or related to your relationship with our Program Partners shall be subject to the terms governing the resolution of disputes and any agreement to arbitrate of such Program Partner.

Claims Not Covered by Arbitration

Claims filed by you or by us in a small claims court are not subject to arbitration, so long as the dispute remains in such court and advances only an individual claim for relief. Claims principally arising from the protection of intellectual property rights or breach of confidentiality obligations are not subject to arbitration. The “Class and Representative Action Waiver” and “Public Injunctive Relief Waiver” sections below set forth additional claims not subject to arbitration.  Further, this Arbitration Agreement shall not apply to covered borrowers as defined in the Military Lending Act, 10 U.S.C. § 987.

Commencing an Arbitration

The party initiating arbitration must choose one of the following to administer the arbitration (“arbitration administrator”):

• The American Arbitration Association (“AAA”) under AAA’s Consumer Arbitration Rules, except as modified by this Arbitration Agreement. AAA’s rules may be obtained from www.adr.org or 1-800-778-7879 (toll-free).
• JAMS under the JAMS Streamlined Arbitration Rules & Procedures, including JAMS’ Consumer Minimum Standards, except as modified by this Arbitration Agreement. JAMS’ rules may be obtained from www.jamsadr.com or 1-800-352-5267 (toll free).  In the event the party initiating arbitration selects JAMS and JAMS determines that the Streamlined Arbitration Rules & Procedures do not apply, the parties agree to abide by the rules JAMS chooses to apply to the dispute.

If both AAA and JAMS are for any reason unable to serve, then the parties may agree to a comparable arbitration administrator. If the parties are unable to agree, then a court of competent jurisdiction shall appoint an arbitration administrator.   

Either you or we may start an arbitration by giving written notice to the other party. This notice may be given before or after a lawsuit has been filed concerning the Claim and it may be given by papers filed in the lawsuit such as a motion to compel arbitration. The party asking for arbitration must file a notice with the arbitration administrator pursuant to its rules.

Arbitration Procedure

Unless you and we agree otherwise in writing, the arbitration shall be decided by a single, neutral arbitrator, who shall be a retired judge or a lawyer with at least ten years’ experience, selected in accordance with the chosen arbitration administrator’s rules.

The arbitrator will decide the dispute in accordance with the terms of this Agreement and applicable substantive law, including the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), and applicable statutes of limitation. The arbitrator shall honor claims of privilege recognized at law.

The arbitrator will take reasonable steps to protect customer account information and other proprietary or confidential information (including any Confidential Information).

Any arbitration hearing shall take place in New York, New York, unless the parties agree in writing to a different location or the arbitrator so orders.

At your or our request, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator’s award shall be final and binding except that any party may appeal any award relating to a Claim for more than $100,000 or for injunctive relief to a three-arbitrator panel appointed by the arbitration administrator, which will reconsider de novo any aspect of the appealed award. The panel’s decision will be final and binding. In either event, you or we may seek to have the award vacated or confirmed and entered as a judgment in any court having jurisdiction.  The substantive law of the FAA shall govern any petition or motion to confirm or vacate the arbitrator’s award.

Available Relief

Except as provided in the “Public Injunctive Relief Requests” section below, the arbitrator may award damages or other relief (including injunctive relief) available to the individual claimant under applicable law.

Arbitration Costs

If permitted by the rules of the selected arbitration administrator, you agree to pay any initial filing fee charged to you by the arbitration administrator for any arbitration you commence.  We will pay all other fees charged by the arbitration administrator or arbitrator, including any filing, administration, and/or arbitrator fees. We will pay the entire initial filing fee if: (1) you reasonably claim to be unable to afford it; and (2) you seek but cannot obtain a waiver of that fee from the arbitration administrator. To the extent allowed by applicable law and our agreements, the arbitrator may award arbitration costs and attorneys’ fees to the prevailing party.

Jury Waiver and Limitation of Rights

You and we agree that, by entering into this Arbitration Agreement, the parties are each waiving the right to a trial by jury or a trial before a judge in court (except for matters that may be taken to a small claims court).  You and we acknowledge that arbitration will limit our legal rights, including the right to participate in a class action, the right to a jury trial, the right to conduct full discovery, and the right to appeal.

Class and Representative Action Waiver

YOU AND WE AGREE THAT EACH PARTY TO THIS ARBITRATION AGREEMENT MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  The arbitrator shall have no authority to conduct any class, private attorney general or other representative proceeding.  This paragraph does not apply to requests for public injunctive relief, which are addressed in the paragraph below entitled “Public Injunctive Relief Requests.”

Public Injunctive Relief Requests

If you or we seek public injunctive relief as a remedy for any Claim against one another (a “Public Injunctive Relief Request,”) you and we agree that Public Injunctive Relief Request cannot be arbitrated.  Instead, that Public Injunctive Relief Request shall be adjudicated by a court after all other Claims to be decided in arbitration under this Arbitration Agreement are resolved in arbitration.  You and we agree to jointly request that the court stay the Public Injunctive Relief request until after the remaining Claims have been finally resolved in arbitration, and that the parties will only seek to lift the stay and request that the court resolve the Public Injunctive Relief Request if an arbitrator finds that one of them is liable for a Claim for which public injunctive relief is an available remedy.  The validity, enforceability, and effect of this section shall be determined exclusively by a court, and not by any arbitration administrator or arbitrator.

Governing Law

You and we agree that you and we are participating in transactions that involve interstate commerce and that this Arbitration Agreement and any resulting arbitration are governed by the FAA.

Survival and Severability

This agreement to arbitrate shall survive the termination or expiration of this Platform Agreement or the Other Terms and Conditions, as applicable. Notwithstanding any section in the Arbitration Agreement or Platform Agreement or the Other Terms and Conditions to the contrary, if any section of this Arbitration Agreement (except for the “Class Action and Representative Action Waiver” above) is deemed invalid or unenforceable for any reason, it shall not invalidate the remaining portions of this Arbitration Agreement. However, if the “Class Action and Representative Action Waiver” section is deemed invalid or unenforceable in whole or in part, then this entire Arbitration Agreement shall be deemed invalid and unenforceable.

Confidentiality

Proceedings and information related to them will be maintained as confidential, including the nature and details of the Claim, evidence produced, testimony given, and the outcome of the Claim, unless such information was already in the public domain or was independently obtained. Company and Coast, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.

Changes

Notwithstanding anything to the contrary in these Platform Terms, the following terms shall apply to amendment of this Arbitration Agreement.  You and we agree that we have the right to amend this Arbitration Agreement, and that if we make any amendment to this Arbitration Agreement (other than an amendment to any notice address or website link provided herein), that amendment shall be effective upon our provision of Notice to you.  Any change shall not apply to any Claim against us that accrued prior to the effective date of the change. Instead, the change shall apply to all other Claims governed by this Arbitration Agreement that have arisen or may arise between you and us.  If you do not agree to these amended terms, you may reject the amended Arbitration Agreement and you will not be bound by it. To reject the amended terms, you must send us written notice of your rejection within 30 days after the date we provided notice of the amendment. You must include your name, address, email address, telephone number, and account number. The notice of rejection must be mailed P.O. Box 483, New York, NY, 10014, Attention: Legal Department.  This is the only way that you can reject amendments to this Arbitration Agreement.

3.8 Legal Process

We may respond to and comply with any legal order we receive related to your use of the Services, including subpoenas, warrants, or liens. We are not responsible to you for any losses you incur due to our response to such legal order. We may take any actions we believe are required of us under legal orders including holding funds or providing information as required by the issuer of the legal order. Where permitted, we will provide you reasonable Notice that we have received such an order.

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3.9 Assignment

You may not transfer or assign (by operation of law or otherwise) this Platform Agreement or any of your rights or obligations hereunder or under any Other Terms and Conditions, or operation of your Coast Account, without Coast’s prior express written consent. If you wish to make such a transfer or assignment, or the ownership of Company is changing, you must give us prior written notice. If we consent to such a transfer or assignment, the assignee or successor must assume all of Company’s rights, obligations, and liabilities under this Platform Agreement and your relationship with Coast, and will be bound by all the terms of this Platform Agreement and the Other Terms and Conditions. Coast may assign, pledge, or otherwise transfer this Platform Agreement or any of its rights and powers under this Platform Agreement and the Other Terms and Conditions without restriction and without providing Notice to you. Any such assignee or successor will have all rights as though originally named in this Platform Agreement instead of Coast.

3.10 Headings and Interpretation

Headings in this Platform Agreement are for reference only. Except where otherwise specified, all references to sections or provisions refer to this Platform Agreement or the applicable incorporated terms. The phrases including, for example, or such as do not limit the generality of the preceding provision; the word or will be read to mean either… or… or any combination of the proceeding items; words in the singular include the plural and words in the plural include the singular; and provisions listing items and using and require all listed items.

All monetary amounts owed under this Platform Agreement will be made in US Dollars (USD).

If any provision of this Platform Agreement is found by a court of competent jurisdiction or arbitrator to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Platform Agreement will otherwise remain in full force and effect.

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3.11 Waivers

Any waiver, modification, or indulgence that we provide to Company, of any kind or at any time, applies only to the specific instance involved and will not act as a general waiver or a waiver, modification, or indulgence under this Platform Agreement for any other or future acts, events, or conditions. Further, any delay by Coast in enforcing our rights under this Platform Agreement does not constitute forfeiture of such rights.

3.12 Force Majeure

We will not be liable for delay or failure to perform, in whole or in part, any of our duties under this Platform Agreement due to factors beyond our reasonable control, including any Force Majeure Event.

3.13 Taxes

Applicable taxes for fuel, maintenance and other non-fuel purchases are calculated by the applicable merchant and are Company’s responsibility. Company will be solely responsible for calculating and paying any additional taxes applicable to it, if any, resulting from receipt of any Services or participation in any Programs.

3.14 Third-Party Beneficiaries

This Platform Agreement does not benefit or create any right or cause of action in or on behalf of any Person other than us, our Program Partners and you. In particular, Users and Administrators and your service providers have no rights under this Platform Agreement.

3.15 Entire Agreement

This Platform Agreement, including any terms, agreements or policies incorporated by reference, constitutes the entire understanding of the parties with respect to the subject matter described and supersedes all other proposals or previous understandings, written or oral, between the parties. No other agreements, representations, or warranties other than those provided in this Platform Agreement and the Other Terms and Conditions will be binding unless in writing and signed by Company and Coast.

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4. Defined Terms

Capitalized terms in this Platform Agreement are defined as follows:

• ​​Additional Terms means additional terms or policies to which we, our Third-Party Service Providers, GM Financial or Program Partners may require you to agree in order to access products, features, integrations, promotions, or Rewards, or otherwise to enhance and improve the scope and quality of the Services, including the GMF Terms.
• Administrator means an individual that is authorized by you to manage your Coast Account and act on behalf of Company, including the account manager.
• Balance means all amounts charged to you at any time in respect of your Coast Account, including Charges, Fees, Fines or amounts that may be charged to your Coast Account by this Platform Agreement, the Issuer Card Terms, the GMF Terms or otherwise, including attorneys’ fees or collection costs.
• Beneficial Owner means any individual who, directly or indirectly, owns 25% or more of the equity interests of Company and a single individual with significant responsibility to control, manage or direct Company.
• Beta Services means beta or pre-release products or services, which may contain features and functionality that are incomplete or subject to substantial change or discontinuation.
• Business Day means any day other than a Saturday, Sunday, or other day on which banking institutions in New York are generally authorized or required by law or executive order to close.
• Cards means physical or virtual payment cards issued by an Issuer to GM Financial under the GMF Program and made available through your Coast Account.
• Card Network means the payment card networks including Visa.
• Charge means a payment for goods or services made using a Card to a merchant that accepts payments on the applicable Card Network.
• Chargeback Dispute means a dispute that you initiate against a merchant for an unresolved dispute with the merchant or where you assert a Charge is unauthorized.
• Coast or “we” means K-Dimensional Holdings Inc. d/b/a Coast and its subsidiaries, affiliates, successors, and assigns, as well as its employees, officers, directors, agents and controlling persons.
• Coast Account means your corporate account with Coast that is used to access Services under the GMF Program.
• Coast Data means all data developed or collected by Coast through the development or provision of Services, Cards, or Third-Party Services, or generated or recorded by the Coast Platform; but which does not include Company Data.
• Coast Property means the Services and related technology, including applications providing Users with access to the Services; Coast Data; and copyrights, patents, trade secrets, trade or service marks, brands, logos, and other intellectual property incorporated into each of the foregoing.
• Company Data means information or documentation provided by Company to Coast, and which includes Financial Data and any Personal Data provided by Company, Administrators, or Users.
• Confidential Information means data or information relating to Coast Property including Coast Data, and any other data or information, oral or written (electronic, digital or otherwise), that relates to our or our affiliates’ business activities, other than data or information which (a) is rightfully known, or becomes rightfully obtainable from other sources, without restriction; (b) is or becomes generally known to the public without violation of this Platform Agreement; (c) is required to be disclosed to any governmental agency or regulatory authority; (d) is used or disclosed as provided in this Platform Agreement or with the consent of the party whose information is being used or disclosed; or (e) is required by law to be disclosed.
• Credentials means usernames, passwords, and other identifiers or credentials used to assist Coast in identifying and authenticating you with regard to your use of the Services.
• De-Identified Data means data derived from Company Data that has been anonymized or aggregated with other data and that can no longer be used to identify a specific company or individual.
• Due Date means the date that your Balance is due, as reflected on your Periodic Statement issued by GM Financial.
• Feedback means all feedback, suggestions, ideas, or enhancement requests you submit to us.
• Fees means charges GM Financial may impose on you for use of Services or your Coast Account.
• Financial Data means Company’s bank balance, transaction, and account information accessible to Coast through Linked Accounts, if any, or Third-Party Services, as applicable.
• Fines means all fines, fees, penalties, or other charges imposed by a Program Partner, governmental agency or regulatory authority arising from your breach of this Platform Agreement, the Card Network rules, or other agreements you have with Coast, Program Partner or Third-Party Service Provider.
• GM Financial means AmeriCredit Financial Services, Inc. dba GM Financial.
• GM Financial Account means your commercial account with GM Financial’s Fleet Solutions program.
• GMF Program means the program whereby you are able to access your line of credit with GM Financial in respect of your GM Financial Account to use Cards and access other Services provided by Coast.
• GMF Terms means the terms and conditions governing your GM Financial Account and your relationship with GM Financial.
• Force Majeure Event means lack or failure of raw materials, strike, lockout or other labor disturbance, sabotage, health emergency, terrorism, acts of war or other armed conflict, earthquake, storm, fire, electrical supply or telecommunications failure.
• Issuer means the bank that is a member of the Card Network indicated on Cards and/or in relevant program materials provided to you and is responsible for issuing the Cards to GM Financial for your use in the GMF Program.
• Issuer Card Terms means the Celtic Bank Issuing Bank Charge Card Terms between GM Financial and the Issuer.
• Linked Account means any account that is held with a financial institution or that provides financial data and is linked to or authorized for use through your Coast Account.
• Notice means any physical or electronic communication, or legal notices related to this Platform Agreement and the terms, agreements, or policies referenced herein, that are provided to you, Users, or Administrators through text message, email, your Coast Account, or by other means.
• Payment Processor means the platform providing payment processing and card issuing services to Coast.
• Periodic Statement means the periodic statements issued by GM Financial that reflect activity for all Cards used by Company identifying Charges, Fees, Fines, refunds, or other amounts owed or credited to your Coast Account during each statement period.
• Personal Data means data that identifies or could reasonably be used to identify a natural person.
• Platform Agreement means this Platform Agreement as amended or modified.
• Program Partner means a bank, financial institution, or other partner (including Payment Processor and Issuer) that provides services related to one or more Services or Programs we provide you.
• Programs means the Coast Card program and any other financial products or services offered or operated by Coast.
• Prohibited Activities List means the list of prohibited business types and activities posted on our website as updated from time to time that may render Company ineligible for a Coast Account.
• Prohibited Person means any individual or organization that is subject to sanctions in the United States, identified on any lists maintained by OFAC or the U.S. Department of State, or is subject to any law, regulation, or other list of any government agency that prohibits or limits us from providing a Coast Account or Services to such person or from otherwise conducting business with the person.
• Restricted Activities means the business types and activities, if any, posted on our website as updated from time to time that, when engaged in by Company, may limit Company’s use of certain Services or require additional information from Company to open or maintain a Coast Account.
• Rewards means discounts, rebates, statement credits, fee waivers or other promotional benefits available to Coast customers through the GMF Program.
• Security Procedures means certain procedures and controls that are intended to help secure and protect your Coast Account and data from misuse, fraud, and theft.
• Services means the financial products, technology, expense management, payment services, integrations with Third-Party Services and and all other services provided by Coast through your Coast Account as a participant of the GMF Program.
• Third-Party Services means services and data provided by third parties connected to or provided through Services. Third-Party Services may include, among other things, accounting or expense management platforms, payment processors, and applications used to monitor Linked Accounts.
• Third-Party Service Provider means an affiliate or other third party that assists us in providing the Services to you, that supports our internal operations, or that provides other services related or connected to, or provided through the Services and a Coast Account.
• Unauthorized Use means the use of the Coast Account or a Card by a person who does not have actual, implied or apparent authority for such use, and from which Company receives no benefit.
• Users means any employees, contractors, agents, or other individuals permitted to use Services or Cards on Company’s behalf, including Administrators, or any individual who is configured as an active User in Company’s Coast Account.

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