GFT PAY INC.

TERMS OF USE

Effective: April 1, 2026

1. Introduction and Acceptance

GFT Pay Inc. (“GFT,” “we,” “us,” or “our”) is a Delaware corporation headquartered at 1440 West Taylor Street, Suite 4200, Chicago, Illinois 60607. GFT operates a digital prepaid card platform, mobile application, and related web services (collectively, the “Service” or “Platform”) that enable users to receive, load, manage, and use merchant-branded prepaid and gift cards issued by Florida Capital Bank, N.A. (“Bank”) pursuant to a license from Discover Network.

These Terms of Use (“Terms”) govern your access to and use of the Service, including the GFT mobile application, any GFT-operated website (including gftpay.com), and any related features, tools, or services made available by GFT. These Terms do not govern the financial product itself (the prepaid card or stored-value account). The terms governing your card account, including your rights under federal consumer financial protection laws, are set forth in the Cardholder Terms & Conditions (“Cardholder T&C”), which is a separate agreement between you, the Bank, and GFT. In the event of a direct conflict between these Terms and the Cardholder T&C on a matter relating to the card or your account, the Cardholder T&C will govern.

By accessing or using the Service in any way—including creating an account, downloading or installing the GFT app, browsing any GFT website, or receiving or using a card provisioned through the Service—you (“User” or “you”) agree to be legally bound by these Terms and by our Privacy Policy, which is incorporated herein by reference. If you are accepting these Terms on behalf of another person (for example, as a parent or legal guardian), you represent and warrant that you have authority to bind that person and that you accept full responsibility for their use of the Service under these Terms.

We may revise these Terms at any time. If we make material changes, we will provide notice as described in Section 20 (Changes to These Terms). Your continued use of the Service after the effective date of revised Terms constitutes your acceptance of those changes.

2. Eligibility

To use the Service, you must: (a) be at least 18 years of age; (b) be a resident of the United States or be accessing the Service from within the United States; (c) have the legal capacity to enter into a binding contract; and (d) not be prohibited from using the Service under applicable law, including any applicable sanctions or export control laws.

If you are under 18 years of age, you may not create an account or directly register with the Service. However, an adult account holder may load and gift a card to a recipient of any age. If a card is gifted or provided to a minor, the adult account holder who initiated the transfer is solely responsible for that card and any use of it, and must ensure that the minor does not directly access the account registration flow or the GFT app in a way that would result in GFT collecting personal information from the minor. GFT does not knowingly collect personal information from children under the age of 13 in connection with account registration or the Service. If we learn that we have collected personal information from a child under 13 without verifiable parental consent in violation of the Children’s Online Privacy Protection Act (“COPPA”), we will delete that information promptly. Any personal information that may be inadvertently collected in connection with a minor is handled as described in our Privacy Policy.

We reserve the right to refuse access to, suspend, or terminate any account at any time if we believe the eligibility requirements are not met or are no longer met.

3. Account Registration and Security

3.1 Registration

To access most features of the Service, you must create an account. You may register using your Apple ID or Google account credentials (“SSO Credentials”), or through another registration method we make available. By using SSO Credentials, you authorize us to access certain account information from your Apple or Google account as permitted by your settings with those providers. We are not responsible for the availability or security of Apple or Google authentication services.

During registration, we will collect certain information from you, which may include your first and last name, mobile phone number, and email address. We may also collect device information and other identifiers as described in our Privacy Policy. You agree to provide accurate, current, and complete information and to keep your account information updated.

3.2 Identity Verification and OTP

As part of registration and each time you add a new GFT card to a digital wallet, we will send a one-time passcode (“OTP”) via SMS to the mobile phone number you provide. You must successfully submit the OTP to proceed. By providing your mobile number and proceeding, you consent to receive SMS messages from GFT for authentication and transactional purposes. Standard message and data rates from your carrier may apply. The transactional nature of these messages means they are not subject to standard marketing opt-out rules; however, you may contact us at support@gftpay.com if you have questions about SMS communications.

We may require additional identity verification at any time, including to comply with applicable law, Bank policies, payment network rules, or to protect against fraud. If verification is unsuccessful or if you decline to provide required information, we may decline to activate your account, suspend your access, or limit features available to you.

3.3 Account Security

You are solely responsible for: (a) maintaining the confidentiality and security of your account credentials, device, wallet, and any passcodes, passkeys, PINs, or biometric credentials used to access the Service or your device; (b) all activities that occur under your account, whether or not authorized by you; and (c) immediately notifying us of any unauthorized access to or use of your account or any other breach of security.

We recommend that you: (i) use a strong, unique password or passkey; (ii) enable device-level security (e.g., Face ID, fingerprint, PIN); (iii) log out of the Service when not in use on shared or public devices; and (iv) notify us immediately if you lose your device. Your card-specific rights in the event of loss or theft are governed by the Cardholder T&C and Regulation E.

GFT will never ask you to provide your full password, OTP, or any other security credential over email, phone, or chat. Any communication purporting to be from GFT that asks for such credentials should be treated as fraudulent and reported to us at support@gftpay.com.

3.4 One Account Per Registered Device

GFT limits active accounts to one per registered device. You may not create multiple accounts on the same device to circumvent limits, restrictions, suspensions, or for any other reason. Accounts are personal to you and are not transferable to any other person.

4. License to Use the Service

4.1 License Grant

Subject to your compliance with these Terms, GFT grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) download, install, and use the GFT mobile application on a device that you own or control, solely for your personal, non-commercial use; and (b) access and use GFT’s websites and web-based features for the same purpose. This license does not include any rights not expressly granted herein.

4.2 License Restrictions

You may not, and may not permit others to:

• Copy, modify, adapt, translate, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service or any part thereof, except to the limited extent expressly permitted by applicable law notwithstanding this restriction;
• Rent, lease, lend, sell, sublicense, transfer, or distribute the Service or any portion thereof to any third party;
• Access or use the Service through any automated means, including bots, scrapers, crawlers, or data-mining tools;
• Frame, mirror, or embed the Service (or any portion thereof) in any other website or application without our prior written consent;
• Remove, obscure, or alter any proprietary notices (including copyright and trademark notices) on or in the Service;
• Use the Service to develop a competing product or service, or for any benchmarking or competitive intelligence purpose;
• Attempt to gain unauthorized access to any portion of the Service, related systems or networks, or any other account, system, or network.

4.3 App Store Terms

If you download the GFT app from Apple’s App Store or Google Play, your use of the app is also subject to Apple’s Licensed Application End User License Agreement or Google’s Google Play Terms of Service, as applicable. In the event of any conflict between these Terms and those store terms with respect to your use of the GFT app, these Terms will govern to the extent permitted. Apple Inc. and Google LLC are not parties to these Terms and have no obligation or liability to you under these Terms. Apple and Google are third-party beneficiaries of the provisions of these Terms that apply to your use of the applicable app store-downloaded version of the Service, and may enforce those provisions against you.

4.4 Updates and Modifications

GFT may from time to time develop and provide updates, patches, or new versions of the Service. Updates may be required to continue using the Service. We may modify, suspend, or discontinue any feature, functionality, or aspect of the Service at any time without liability to you, except as required by the Cardholder T&C or applicable law with respect to your card account.

5. Acceptable Use and Prohibited Conduct

5.1 Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to use the Service:

• In violation of any applicable federal, state, local, or international law, regulation, or rule, including but not limited to the Bank Secrecy Act, the USA PATRIOT Act, laws governing money transmission, anti-money-laundering (“AML”) requirements, and Office of Foreign Assets Control (“OFAC”) sanctions programs;
• To engage in fraud, misrepresentation, money-laundering, identity theft, or any other deceptive practice;
• To conduct or facilitate any transaction with, or on behalf of, any person or entity that is (a) located in a jurisdiction subject to a comprehensive OFAC embargo or (b) identified on any OFAC, FinCEN, or other applicable government sanctions list;
• To engage in structuring transactions to evade reporting requirements under applicable law;
• To load, transfer, or receive funds that are the proceeds of illegal activity or that are intended to facilitate illegal activity;
• To use the Service on behalf of any third party without disclosure to GFT, including acting as an agent, broker, or payment intermediary for others in a manner that constitutes money transmission without a license;
• To conduct transactions related to: (a) illegal gambling; (b) adult content; (c) controlled substances or paraphernalia; (d) counterfeit or stolen goods or intellectual property; (e) weapons or accessories not permitted under applicable law; (f) ransomware, malware, or cyberattack tools; or (g) any other category that GFT or Bank identifies from time to time as prohibited;
• To interfere with, damage, or disrupt the integrity, performance, or security of the Service or any related system, network, or data;
• To transmit any material that is defamatory, obscene, harassing, threatening, or that violates any third party’s rights, including intellectual property rights and privacy rights.

5.2 Monitoring and Enforcement

GFT reserves the right (but has no obligation) to monitor use of the Service. We may, in our sole discretion and without prior notice: (a) investigate any suspected violation of these Terms; (b) suspend or terminate your access to the Service; (c) report any suspected illegal activity to law enforcement, regulatory authorities, or the Bank; and (d) take any other action we deem appropriate. Suspension or termination of your account does not affect any balance remaining on your card, which remains governed by the Cardholder T&C.

6. Digital Wallet Provisioning and Third-Party Services

6.1 Third-Party Wallet Platforms

The Service enables you to add your GFT-powered card to supported digital wallet applications, including Apple Pay and Google Pay (collectively, “Wallet Platforms”). Your use of Wallet Platforms is governed by the terms of service and privacy policies of the applicable Wallet Platform provider (Apple Inc. or Google LLC), and not by these Terms. GFT is not responsible for the operation, availability, functionality, security, or privacy practices of any Wallet Platform. If a Wallet Platform experiences downtime, removes your card, limits near field communication (“NFC”) functionality, or otherwise affects your ability to make payments, GFT is not liable for any resulting loss or inconvenience.

6.2 Payment Processing

GFT uses Stripe, Inc. as a third-party payment processor to facilitate card load and funding transactions. When you add funds to your card, Stripe’s systems process your payment instrument. Your use of Stripe’s processing services is subject to Stripe’s terms of service and privacy policy, available at stripe.com. GFT is not responsible for Stripe’s decisions, including without limitation the decline of any transaction based on Stripe’s fraud detection systems (including Stripe Radar). Stripe’s fraud detection algorithms may flag or block legitimate transactions; if this occurs, you should contact GFT customer support at support@gftpay.com.

6.3 Discover Network

Cards issued through the Service operate on the Discover Global Network. Your use of the card is subject to applicable Discover Network rules, which GFT and Bank are required to follow. GFT is not responsible for network outages, authorization decisions made by Discover, or merchant acceptance policies. Discover is not a party to these Terms and has no obligation to you under these Terms. If your card is unexpectedly declined at a point of sale due to a network issue, please contact GFT customer support at support@gftpay.com and we will assist in investigating the issue. Disputes regarding card transactions are governed by the error resolution process in the Cardholder T&C.

6.4 Bank as Card Issuer

The cards made available through the Service are issued by Florida Capital Bank, N.A. (or such other issuing bank as GFT may designate from time to time). The Bank is the card issuer and holds the underlying stored value. GFT acts as an issuer processor, program manager and technology provider. Your legal rights as a cardholder with respect to the Bank are governed by the Cardholder T&C, not these Terms.

6.5 Device Compatibility

The Service requires a compatible iOS or Android device. GFT does not warrant that the Service will be available on all devices or operating system versions. GFT may update the minimum device or OS requirements at any time. GFT is not responsible for any inability to use the Service arising from your use of an incompatible or unsupported device. Device incompatibility or technical issues affecting your ability to access the Service do not affect any balance on your card; your card balance remains available and subject to the Cardholder T&C. If you experience a technical problem that prevents you from using your card, please contact GFT customer support at support@gftpay.com.

6.6 Merchant Programs

Cards issued through the Service are issued in connection with specific merchant programs. The features, redemption locations, restrictions, and benefits of your card may vary depending on the merchant program under which your card was issued. Program-specific terms and restrictions will be disclosed to you at the point of purchase or in the app. GFT is the program manager and does not control merchant decisions regarding acceptance, program design, or availability of goods and services.

7. Communications, Notifications, and Electronic Consent

7.1 Electronic Communications Consent (E-SIGN Act)

By creating an account or using the Service, you consent to receive all communications from GFT—including disclosures, notices, account statements, transaction records, and legal notices required under applicable law—in electronic form, including by email, push notification, or in-app message. This consent covers disclosures required under the Electronic Fund Transfer Act (“EFTA”), Regulation E, and applicable consumer financial protection laws, to the extent those disclosures are required to be provided in writing.

To access and retain electronic communications, you need: (a) a device with internet access capable of accessing the GFT app or website; (b) an active email address; (c) a current version of the GFT app or a supported web browser; and (d) sufficient device storage to save or the ability to print electronic records. If the hardware or software requirements change in a material way, we will notify you and re-obtain your consent to the extent required by law.

You may withdraw your consent to receive electronic communications by contacting us at support@gftpay.com. Withdrawal of consent may result in the suspension or termination of your account, as GFT delivers all legally required disclosures and notices electronically and has no means of providing them in paper form. If your account is suspended or terminated following withdrawal of E-SIGN consent, any balance on your card remains subject to the Cardholder T&C.

7.2 Transactional SMS

By providing your mobile number during registration, you authorize GFT to send you SMS messages for transactional and account-related purposes, including: one-time passcodes for authentication and wallet provisioning, fraud alerts, account status notifications, and responses to customer service inquiries. These messages are part of the core functionality of the Service. Standard message and data rates from your carrier may apply. To stop receiving transactional SMS, you must close your account.

7.3 Marketing and Promotional Communications

GFT may offer you the option to receive marketing and promotional SMS messages, push notifications, and email communications. Marketing and promotional communications are optional and separate from transactional communications. Your consent to receive such communications (if given) is voluntary and may be withdrawn at any time:

• To opt out of marketing SMS, reply STOP to any marketing text message or contact us at support@gftpay.com.
• To opt out of marketing emails, click the “Unsubscribe” link in any marketing email.
• To manage push notifications, adjust your device settings or the notification preferences in the GFT app.

Opting out of marketing communications will not affect your receipt of transactional messages necessary for the operation of your account.

7.4 Push Notifications

The GFT app may request permission to send push notifications to your device. You may enable or disable push notifications at any time through your device’s settings. Disabling push notifications may mean you miss important alerts about your account activity.

7.5 Customer Service Communications

When you contact GFT customer service (by email, phone, or in-app), we may retain records of those communications to assist you, improve the Service, and comply with legal obligations. You consent to our use of those records for these purposes. For our full contact information, see Section 25.

8. Intellectual Property

8.1 GFT Intellectual Property

The Service, including the GFT mobile application, website, software, technology platform, graphics, user interface, trademarks, trade names, service marks, logos, and all content and materials created by GFT (collectively, “GFT IP”), is owned by GFT or its licensors and is protected by applicable intellectual property laws, including U.S. copyright, trademark, and patent laws. Nothing in these Terms transfers any ownership of GFT IP to you.

The “GFT” name, the GFT logo, and related marks are trademarks or registered trademarks of GFT Pay Inc. You may not use GFT’s trademarks, logos, or service marks without our prior written consent. Any goodwill associated with your permitted use of our marks inures solely to GFT.

8.2 Merchant Content

Card art, branding, logos, and promotional content associated with a specific merchant program (“Merchant Content”) belong to the applicable merchant or its licensors. GFT displays Merchant Content solely to provide the Service pursuant to its agreements with merchants. You may not reproduce, modify, or use Merchant Content for any purpose other than using your card as contemplated by the applicable merchant program.

8.3 Feedback

If you submit any feedback, suggestions, ideas, or other input regarding the Service (“Feedback”) to GFT, you hereby grant GFT a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable license to use, reproduce, modify, distribute, create derivative works of, display, and exploit the Feedback in any manner and for any purpose, including commercial purposes, without compensation or attribution to you. You represent that your Feedback does not include any confidential information of a third party.

8.4 DMCA / Copyright Infringement

GFT respects the intellectual property rights of others. If you believe that content accessible through the Service infringes your copyright, please send a notice that complies with the requirements of the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512, to:

Your notice must: (a) identify the copyrighted work claimed to be infringed; (b) identify the material claimed to be infringing and provide information sufficient to locate it; (c) include your contact information; (d) include a statement of good-faith belief; (e) include a statement under penalty of perjury that your notice is accurate and that you are authorized to act; and (f) include your physical or electronic signature.

9. Privacy

Your privacy is important to us. GFT’s collection, use, disclosure, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by this reference. Please review our Privacy Policy carefully before using the Service. By using the Service, you consent to the collection and use of information as described in our Privacy Policy.

In addition to GFT’s Privacy Policy, please note that your use of third-party services in connection with the Service (including Apple Pay, Google Pay, and Stripe) is subject to the privacy policies of those third parties. GFT is not responsible for the privacy practices of third-party services.

GFT maintains physical, technical, and administrative safeguards designed to protect your personal information from unauthorized access, use, or disclosure. However, no security system is impenetrable, and GFT cannot guarantee the absolute security of your information. You agree to notify us promptly at privacy@gftpay.com if you become aware of any unauthorized use of your credentials or any other security breach affecting your account.

10. Platform Availability and Service Disclaimer

10.1 No Uptime Guarantee

The service is provided on an “as is” and “as available” basis. GFT does not warrant that the service will be available at any particular time or without interruption. The service may be suspended, degraded, or unavailable due to maintenance, updates, system failures, third-party provider outages, cyberattacks, acts of God, or other causes beyond our reasonable control.

10.2 Right to Modify or Discontinue

GFT reserves the right to modify, suspend, or discontinue the Service (or any feature or portion thereof) at any time, with or without notice, without liability to you, except as required by the Cardholder T&C or applicable law with respect to your card account and any funds held thereon. If GFT permanently discontinues the Service, we will provide advance notice and will work with Bank to ensure continued access to card funds as required by applicable law.

10.3 Third-Party Service Failures

The Service depends on third-party services and infrastructure, including but not limited to Apple Pay, Google Pay, Stripe, the Discover Network, Florida Capital Bank, cloud hosting providers, and telecommunications carriers. GFT is not responsible for the failure, unavailability, or security of any third-party service or infrastructure, including any resulting inability to access the Service or use your card. Your rights with respect to card transactions declined or delayed due to network issues are governed by the Cardholder T&C.

10.4 Beta Features

From time to time, GFT may make available features that are in beta or early access (“Beta Features”). Beta Features are provided “as is” and “as available” with no warranties of any kind. Beta Features may be discontinued or materially changed at any time. Any data associated with a Beta Feature may be deleted at the end of the beta period. GFT will designate a feature as Beta where applicable.

11. Disclaimers of Warranties

To the fullest extent permitted by applicable law, GFT and its affiliates, officers, directors, employees, agents, licensors, and service providers (“GFT Parties”) expressly disclaim all warranties of any kind, express, implied, statutory, or otherwise, including but not limited to:

• Any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement;
• Any warranty that the service will meet your requirements, be error-free, uninterrupted, or free from harmful components;
• Any warranty regarding the accuracy, reliability, completeness, timeliness, or quality of any content, information, or data available through the service;
• Any warranty that defects will be corrected or that the service is free of viruses or other harmful components.

Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, the above disclaimers apply to the greatest extent permitted by applicable law.

12. Limitation of Liability

THIS SECTION LIMITS GFT’S LIABILITY TO YOU. PLEASE READ IT CAREFULLY.

12.1 Exclusion of Consequential Damages

To the fullest extent permitted by applicable law, in no event will any GFT Party be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business, data, or other intangible losses, arising out of or in connection with: (a) your use of or inability to use the service; (b) any unauthorized access to or use of your account or data; (c) any content obtained from the service; (d) any failure, interruption, suspension, or termination of the service; or (e) any other matter relating to these terms or the service. This exclusion applies regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and regardless of whether GFT has been advised of the possibility of such damages.

12.2 Cap on Liability

To the fullest extent permitted by applicable law, the total cumulative liability of all GFT Parties to you for all claims arising out of or relating to these terms or your use of the service (excluding claims related to your card account, which are governed by the Cardholder T&C) will not exceed the greater of: (a) fifty dollars ($50); or (b) the total fees, if any, paid by you to GFT for use of the service (excluding card load amounts) in the twelve (12) months preceding the claim.

12.3 Card Account Liability

Liability arising from or relating to your card, card transactions, stored-value account, or your rights as a cardholder under applicable consumer financial protection law (including EFTA/Regulation E) is governed exclusively by the Cardholder T&C. Nothing in these Terms limits or modifies any rights or liabilities that are required to be disclosed or protected by law in connection with the card product.

12.4 Essential Basis

You acknowledge that GFT has set its fees and entered into these Terms in reliance on the limitations of liability described in this Section, and that those limitations are an essential basis of the bargain between the parties.

13. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless GFT and the GFT Parties from and against any and all third-party claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

• Your use of or access to the Service, or your inability to use the Service;
• Your violation of these Terms or any applicable law, rule, or regulation;
• Your violation of any rights of a third party, including any intellectual property right, privacy right, or contractual right;
• Any false or misleading information you provide to GFT in connection with your account or use of the Service;
• Your unauthorized use of or access to another person’s account or personal information.

GFT reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify GFT, in which case you agree to cooperate with GFT’s defense of that claim. You agree not to settle any such claim without GFT’s prior written consent.

14. Term and Termination

14.1 Term

These Terms are effective from the date you first access or use the Service and continue until terminated by either you or GFT.

14.2 Termination by You

You may terminate your account and these Terms at any time by contacting us at support@gftpay.com and requesting account closure. Termination does not affect any rights or obligations that accrued prior to termination, and any balance on your card remains subject to the Cardholder T&C following termination of your account.

14.3 Suspension or Termination by GFT

GFT may suspend or terminate your access to the Service, in whole or in part, at any time and for any reason, including without limitation if:

• You breach or we reasonably suspect you have breached any provision of these Terms;
• You engage in fraudulent, abusive, or illegal activity in connection with the Service;
• Required by Bank, payment network rules, or applicable law;
• Your account has been inactive for an extended period and applicable law permits us to do so;
• We discontinue the Service or any applicable merchant program.

Where reasonably practicable, we will provide advance notice of suspension or termination, except where immediate action is required to protect against fraud, security threats, or legal violations. Termination of your account does not void any balance remaining on your card; your card balance remains subject to the Cardholder T&C.

14.4 Effect of Termination

Upon termination: (a) the license granted to you in Section 4 immediately terminates; (b) you must cease all use of the Service and delete the GFT app from your devices; (c) any provisions of these Terms that by their nature should survive termination will survive, including Sections 8 (Intellectual Property), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 15 (Compliance with Laws), 22 (Dispute Resolution and Arbitration), 23 (Governing Law), and 24 (General Provisions).

15. Compliance with Laws and Export Controls

You are solely responsible for ensuring that your use of the Service complies with all applicable laws and regulations in the jurisdiction(s) from which you access the Service. The Service is intended for use by U.S. residents and is operated from the United States. GFT makes no representation that the Service is appropriate for use in jurisdictions outside the United States.

You may not use or export the GFT app or any related technology in violation of U.S. export control laws and regulations, including the Export Administration Regulations (“EAR”) and sanctions administered by OFAC. By using the Service, you represent and warrant that: (a) you are not located in a country subject to a U.S. government embargo; (b) you are not listed on any U.S. government list of prohibited or restricted parties; and (c) you will not use the Service for any prohibited end use.

16. Links and Third-Party Content

The Service may contain links to third-party websites, applications, or services. These links are provided for your convenience only. GFT does not control, endorse, or assume any responsibility for the content, privacy policies, or practices of any third-party websites or services. GFT is not responsible or liable for any damage or loss resulting from your use of, or reliance on, any third-party content, products, or services. You should review the terms and privacy policies of any third-party service before using it.

17. Merchant Relationship

Nothing in these Terms creates or implies any agency, partnership, joint venture, employment, or franchise relationship between GFT and any merchant. GFT is not a party to any transaction between you and a merchant for the purchase of goods or services. GFT is not responsible for the quality, safety, legality, or any other aspect of any goods or services purchased with a card issued through the Service. Any dispute regarding goods or services must be directed to the merchant. If you believe a transaction was processed in error, please refer to the error resolution process in the Cardholder T&C.

18. Consumer Financial Protection

Nothing in these Terms, including any limitation of liability or disclaimer, is intended to limit or waive any rights you may have under applicable federal consumer financial protection laws, including the Electronic Fund Transfer Act (EFTA), Regulation E, the Truth in Lending Act, or any applicable state consumer protection law. Your rights under those laws, including your right to dispute errors in electronic fund transfers and your right to periodic statements, are governed by the Cardholder T&C and applicable law. To the extent any provision of these Terms conflicts with a mandatory requirement of applicable consumer financial protection law, that law will control.

19. Accessibility

GFT is committed to making the Service accessible to all users, including users with disabilities, in accordance with applicable accessibility standards. If you experience an accessibility barrier or have difficulty using the Service, please contact us at support@gftpay.com and we will make reasonable efforts to assist you or provide information in an alternative format.

20. Changes to These Terms

GFT may modify these Terms at any time. Non-material changes, such as typographical corrections, formatting updates, or clarifications that do not affect your rights or obligations, are effective upon posting without prior notice. If we make material changes, we will notify you by: (a) sending an email to the address associated with your account; (b) displaying a prominent notice in the GFT app; or (c) posting the revised Terms on our website with an updated effective date. We will provide at least thirty (30) days’ advance notice before material changes take effect, except where a shorter notice period is required by applicable law, network rules, or Bank direction, or where the change is necessary to address a security threat, fraud risk, or legal obligation.

Your continued use of the Service after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and request account closure in accordance with Section 14.2. Please note that changes to certain card-related disclosures (including changes that adversely affect your rights under EFTA/Regulation E) may be subject to specific notice periods prescribed by law, which are addressed in the Cardholder T&C.

21. Notices

Notices from GFT to you will be provided by email to the address on file with your account, by push notification, or by posting on the GFT website or in the app, and will be deemed effective upon sending or posting. To ensure you receive important notices, please keep your email address and contact information current in your account settings.

Notices from you to GFT under these Terms must be sent in writing to:

Notices to GFT will be effective upon confirmed receipt. Sending a notice by email satisfies the writing requirement under these Terms but does not constitute submission of a dispute for purposes of Section 22.

22. Dispute Resolution and Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AND GFT AGREE THAT MOST DISPUTES ARISING UNDER THESE TERMS WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS RATHER THAN IN COURT. YOU HAVE THE RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 22.7.

22.1 Scope

Except as set forth in Section 22.6 (Exceptions), you and GFT agree that any dispute, claim, or controversy arising out of or relating to: (a) these Terms or their formation, breach, termination, enforcement, interpretation, or validity; or (b) your access to or use of the Service (collectively, a “Dispute”)—will be resolved exclusively through binding individual arbitration, and not through litigation in any court (except as provided in Section 22.6). The Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) governs the interpretation and enforcement of this Section 22.

22.2 Mandatory Informal Dispute Resolution

Before either party may commence arbitration, the party asserting the Dispute (“Initiating Party”) must send the other party a written “Notice of Dispute”. Notices of Dispute to GFT must be sent to: GFT Pay Inc., Attention: Legal, 1440 West Taylor Street, Suite 4200, Chicago, IL 60607 (or by email to support@gftpay.com with “Notice of Dispute” in the subject line). Notices of Dispute to you will be sent to the email address or mailing address on file with your account.

A Notice of Dispute must include: (a) the claimant’s name and contact information (email and phone); (b) the account identifier or last 4 digits of the relevant card, if applicable; (c) a specific description of the Dispute and its factual basis; (d) the specific relief requested and the method of calculating damages; (e) copies of all supporting documents in the claimant’s possession; and (f) a verification that the sender is the claimant or their authorized representative and that the information is accurate.

The parties will attempt in good faith to resolve the Dispute for sixty (60) days following receipt of a complete Notice of Dispute (the “Informal Resolution Period”), which may be extended by written agreement. Participation in good faith in this process is a prerequisite to commencing arbitration. All applicable statutes of limitations are tolled during the Informal Resolution Period.

22.3 Binding Arbitration

If the Dispute is not resolved during the Informal Resolution Period, it will be finally resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “Rules”), as modified by this Section 22. The Rules are available at www.adr.org. The arbitration will be conducted by a single arbitrator.

• Small claims court: Either party may elect to bring an individual claim in a small claims court of competent jurisdiction in lieu of arbitration, provided the claim qualifies and remains in small claims court.
• Location and format: The arbitration will be conducted by telephone, video conference, written submission, or in person in the county where you reside (or such other location mutually agreed upon by the parties), unless the Rules require otherwise.
• Governing law: The arbitrator will apply the substantive law of the State of Delaware (as provided in Section 23) and applicable federal law, without regard to conflict-of-laws principles.
• Discovery: The arbitrator may permit limited discovery as provided in the Rules or as the arbitrator deems necessary and appropriate.
• Fees: Arbitration filing, administrative, and arbitrator fees will be allocated as provided in the Rules. For Disputes where the claimed amount is $10,000 or less, GFT will pay all such fees unless the arbitrator finds the claim to be frivolous or brought for an improper purpose.
• Award: The arbitrator may award any individual relief or individual remedies that are available under applicable law. Any arbitration award will be final and binding on both parties and may be enforced in any court of competent jurisdiction.

22.4 Class Action Waiver and No Consolidation

To the fullest extent permitted by applicable law:

• You and GFT each waive the right to a jury trial.
• You and GFT each agree to bring any Dispute only on an individual basis, and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative action.
• The arbitrator may not consolidate more than one person’s claims, may not preside over any form of class or representative proceeding, and may not award class-wide relief.

If any portion of this class action waiver is found unenforceable with respect to a particular Dispute, then that Dispute will be litigated in court (subject to Section 23) and not in arbitration, but the waiver will remain in effect for all other Disputes to the maximum extent permitted by law.

22.5 Mass Filing Procedures in Arbitration Setting

If twenty-five (25) or more similar arbitral Disputes are filed by or with the assistance of the same counsel or coordinated group against GFT within a 180-day period (a “Mass Filing”), the following staged procedures will govern:

• Stage 1 – Bellwethers: Counsel for claimants and counsel for GFT will each select up to ten (10) Disputes (up to twenty (20) total) to proceed as initial test cases (“Stage 1 Cases”). Stage 1 Cases will be administered individually under the Rules.
• Stage 2 – Mediation: After final resolution of all Stage 1 Cases, the parties will participate in a good-faith mediation session to attempt to resolve all remaining Disputes.
• Stage 3 – Batching: If Disputes remain following mediation, the parties will meet and confer on a batching protocol for the remaining cases.
• Filing fees: Filing fees for non-Stage-1 Disputes in a Mass Filing will not be due until those Disputes are selected for a later stage.
• Tolling: Statutes of limitations for Mass Filing Disputes are tolled from the date of a complete Notice of Dispute until the Dispute proceeds to arbitration, is settled, or is withdrawn.
• Administrator: If AAA declines to administer under these Mass Filing procedures, the parties will select an alternative administrator that agrees to do so. If they cannot agree, either party may petition a court of competent jurisdiction to appoint one.

22.6 Exceptions to Arbitration

Notwithstanding this Section 22, either party may: (a) seek emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent or enjoin infringement of intellectual property rights or unauthorized disclosure of confidential information, or to address an imminent threat to the security of the Service; (b) bring an individual action in a small claims court as described in Section 22.3; and (c) bring any Dispute relating to the card account or card transactions that is expressly addressed under the Cardholder T&C through the dispute resolution process described therein.

22.7 Opt-Out

You may opt out of this Arbitration Agreement by sending written notice to GFT at support@gftpay.com or by mail to GFT Pay Inc., Attention: Legal, 1440 West Taylor Street, Suite 4200, Chicago, IL 60607, within thirty (30) days of the date you first accepted these Terms (or within thirty (30) days of any material amendment to this Section 22, as to the amended terms). Your opt-out notice must include your name, the email address or phone number associated with your account, and a clear statement that you wish to opt out of the Arbitration Agreement. Timely opt-out of this Section 22 will not affect any other provision of these Terms. If you opt out, Disputes will be subject to the governing law and jurisdiction provisions of Section 23.

22.8 Severability

If any portion of this Section 22 is found unenforceable (other than the class action waiver, which is addressed in Section 22.4), the unenforceable portion will be severed, and the remaining provisions of this Section 22 will remain in full force and effect.

23. Governing Law and Jurisdiction

These Terms and any Dispute arising out of or relating to these Terms or the Service (to the extent not governed by the arbitration provisions of Section 22) are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The choice of Delaware law is made because GFT Pay Inc. is incorporated in Delaware and does not reflect any choice of law applicable to the card product, which is governed by the Cardholder T&C.

To the extent any Dispute is not subject to arbitration under Section 22 (including following a valid opt-out under Section 22.7), you agree to submit to the exclusive jurisdiction of the federal or state courts located in New Castle County, Delaware, for the resolution of such Dispute, and you waive any objection to the laying of venue in those courts and any objection that those courts are an inconvenient forum.

Nothing in this Section limits the ability of either party to seek emergency relief in any court of competent jurisdiction to protect against immediate or irreparable harm.

24. General Provisions

24.1 Entire Agreement

These Terms (together with the Cardholder T&C, the Privacy Policy, and any program-specific terms disclosed to you at purchase or in-app) constitute the entire agreement between you and GFT with respect to the Service and supersede all prior and contemporaneous agreements, representations, and understandings with respect to the subject matter hereof. In the event of any conflict between these Terms and the Cardholder T&C on a matter relating to your card account, the Cardholder T&C governs.

24.2 Assignment

GFT may assign these Terms and any rights or obligations hereunder, in whole or in part, to any affiliate or successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, without your consent and without notice except as may be required by applicable law. You may not assign, delegate, or transfer your rights or obligations under these Terms to any third party without GFT’s prior written consent. Any purported assignment in violation of this Section is null and void.

24.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable under applicable law, that provision will be modified to the minimum extent necessary to make it valid and enforceable, or severed if modification is not possible, and the remainder of these Terms will continue in full force and effect.

24.4 No Waiver

GFT’s failure to exercise or enforce any right or provision of these Terms at any time will not constitute a waiver of that right or provision. A waiver by GFT of any breach of these Terms will not be construed as a waiver of any subsequent breach.

24.5 No Third-Party Beneficiaries

Except as expressly provided in Section 4.3 (App Store Terms) with respect to Apple and Google, and except as required by applicable law or payment network rules, these Terms are solely for the benefit of you and GFT and do not create any right in or obligation to any third party.

24.6 Force Majeure

GFT will not be liable for any delay or failure to perform any obligation under these Terms to the extent caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, pandemics, terrorism, cyberattacks, network or infrastructure failures, power outages, actions of government authorities, or any other event of force majeure. GFT will use commercially reasonable efforts to resume performance as soon as practicable.

24.7 Relationship of the Parties

The relationship between you and GFT is that of independent parties. Nothing in these Terms creates or implies any agency, partnership, joint venture, employment, or fiduciary relationship between you and GFT.

24.8 Language

These Terms are written in English. If these Terms are translated into any other language, the English version will govern in the event of any inconsistency.

24.9 Section Headings

Section headings are included for convenience only and do not affect the interpretation of these Terms.

24.10 Waiver of Injunctive Relief

Except as provided in Section 22.6, you agree that GFT’s breach of these Terms would not cause irreparable harm and that a remedy in damages is adequate. Accordingly, you agree that you will not seek injunctive or other equitable relief with respect to any Dispute without GFT’s consent. Nothing in this Section limits GFT’s right to seek injunctive relief as provided in Section 22.6.

25. Contact Information

If you have questions about these Terms or the Service, please contact us:

Customer service is available Monday through Friday, 9:00 a.m. to 6:00 p.m. U.S. Central Time (excluding U.S. federal holidays).