BitPay Prepaid Mastercard Cardholder Agreement

IMPORTANT – PLEASE READ CAREFULLY

1. Terms and Conditions for the BitPay Prepaid Mastercard​®​. ​This document is an agreement
(“Agreement”) containing the terms and conditions that apply to the BitPayPrepaid Mastercard​® that has been issued
to you by Metropolitan Commercial Bank (Member FDIC) pursuant to a license from Mastercard International.
“Metropolitan Commercial Bank” and “Metropolitan” are registered trademarks of Metropolitan Commercial Bank
© 2014. By accepting and/or using this Card, you agree to be bound by the terms and conditions contained in this
Agreement. The “Program Manager” for the BitPay Prepaid Mastercard is ​BitPay, Inc. and the Customer Service
telephone number is 1-855-398-1373 or the toll-free telephone number on the back of your Card. In this Agreement,
“Card” means the ​BitPay ​Prepaid Mastercard issued to you by the Bank, including any Physical Card, Virtual Card,
and Secondary Card(s) (each as defined below) you may request, as permitted under this Agreement. “Card
Account” means the records we maintain to account for the value of transactions associated with the Card. “You”
and “your” means the person or persons who have received the Card and who are authorized to use the Card as
provided for in this Agreement. “We,” “us,” “our,” and “Bank” mean Metropolitan Commercial Bank, together with
its successors and assigns. “Program Manager” means ​BitPay, Inc., together with its successors and assigns. The
Card will remain the property of the Bank and must be surrendered upon demand. The Card is nontransferable, and
it may be canceled, repossessed, or revoked at any time without prior notice subject to applicable law. Please read
this Agreement carefully and keep it for future reference.

To help the government fight the funding of terrorism and money laundering activities, federal law requires all
financial institutions and their third parties to obtain, verify, and record information that identifies each person who
obtains a Card. What this means for you: When you apply for a Card, we will ask for your name, address, date of
birth, social security number or country identification number, and other information that will allow us to identify
you. We also may ask to see your driver's license or other documentation bearing your photo as verification of your
identity. By participating in the Card program, you agree that the information and statements you provide to us are
accurate, including, but not limited to, your real name, valid U.S. mailing address and residential address (if
different), social security number or other identification documentation, date of birth, and telephone number. If you
fail to provide accurate information that we request, we may cancel your Card. In addition, funds tied to suspected
illicit or illegal activity may be subject to both internal and potentially federal investigation. We reserve the right to
restrict or delay your access to any such funds.

2. Your Card. ​The Card is a prepaid card. The Card allows you to access funds loaded or deposited to your
Card Account by you or on your behalf. The funds in your Card Account will be FDIC-insured once we have
verified your identity. You may access the funds in your Card Account by using (1) your Card, (2) the number
inscribed or printed on the front of your Physical Card or the number provided to you in connection with your
Virtual Card, as applicable (the “Card Number” or “Card Numbers”), or (3) by automated clearinghouse (“ACH”)
debit using your Account Number. The Card is ​not a credit card. The Card is ​not a gift card, nor is it intended for
gifting purposes. You will ​not receive any interest on your funds on the Card. The funds in your Card Account will
not​ expire, regardless of the expiration date on the front of your Card.

You may request, be issued, and/or use a physical plastic card (a “Physical Card”) or a virtual representation of the
card (a “Virtual Card”). If you have and use a Physical Card and a Virtual Card at the same time,​1 both forms of
your Card are associated to one Primary Access Number (“PAN”), which allows you to access the funds available in
your Card Account. Except as otherwise stated in this Agreement, you have the same rights and responsibilities
under this Agreement whether you use a Physical Card or Virtual Card.

a. Virtual Card. You will be issued a Virtual Card through use of the mobile app at the time of enrollment.
Your Virtual Card will be displayed in the mobile app upon successful verification of your identity as
described above and will be activated and ready for online shopping after the first successful load of funds
to your Card Account. You may access the funds in your Card Account by using your Virtual Card Number
for transactions or purchase initiated over the phone or online. You will not receive a PIN for your Virtual
Card.

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 b. Physical Card. ​Your Physical Card will be mailed to the address you provide to us during the registration
process. When you receive your Physical Card, you can activate the Card and create your PIN (as set forth
in the Section of this Agreement titled “Personal Identification Number (“PIN”) ”). Upon receipt and
activation of your Physical Card, your Virtual Card will not be automatically disabled. If the Virtual Card
is automatically disabled, then all further transactions will be processed through your Physical Card.

3.   FEES.  ​THE FEES RELATING TO THE USE (AND MISUSE) OF YOUR CARD ARE SET
FORTH IN THE “SCHEDULE OF FEES AND CHARGES (SCHEDULE A)” ATTACHED TO THIS
AGREEMENT AND INCORPORATED HEREIN BY REFERENCE. ​FEES  INCURRED  PURSUANT  TO 
THE  TERMS  OF  THIS  AGREEMENT  WILL  BE  WITHDRAWN  FROM  YOUR  CARD  ACCOUNT  AND 
WILL  BE  ASSESSED  SO  LONG AS THERE IS A REMAINING BALANCE IN YOUR CARD ACCOUNT, 
UNLESS  PROHIBITED BY LAW.  ​You agree to pay all fees associated with the Card. We may from time to time
amend the Fee Schedule at our sole discretion as set forth in the Section of this Agreement titled “Amendment and
Cancellation.”

4. Card Account Use and Purpose. ​Subject to the limitations set forth in this Agreement, you may use
your Card, Card Number, as applicable, to (1) add funds to your Card Account (as described in the Section below
titled “Adding Funds to Your Card Account”), (2) transfer funds between Card Accounts, (3) purchase goods or
services wherever your Card is honored as long as you do not exceed the value available in your Card Account or
the Daily Purchase Limit (as defined in the table below), and (4) withdraw cash from your Card Account (as
described in the Section below titled “Using Your Card to Get Cash”. There may be fees associated with some of
these transactions. For fee information, see the “Schedule of Fees and Charges (Schedule A)” attached to this
Agreement. You agree not to use your Card for illegal gambling or any other illegal purpose.

5. ​Limitations on Frequency and Dollar Amounts of Transactions. ​The total amount of purchases that
you can perform in any single day is limited to the Daily Purchase Limit and the total amount of cash withdrawals
(including withdrawals from a teller inside a bank office) that you can perform in any single day is limited to the
Daily Withdrawal Limit (as defined in the table below). The maximum aggregate value of your Card Account(s)
may not exceed ​$25,000 ​at any time. The maximum value will be determined by aggregating the activity and value
of all Card Accounts you may have with the Program. For security reasons, we may further limit the number or
dollar amount of transactions you can make with your Card. The following grid is provided in order to highlight the
frequency and limitations of cardholder transactions in a single day or additional time frame if warranted:

Transaction/load type Maximum amount

$25,000 (includes all cash and direct
Maximum balance on the card
deposit loads)

Withdrawals $6,000 per day

Cash withdrawal (ATM) $2,000 ​per withdrawal, 3 withdrawals per

day
Cash withdrawal (bank teller) $2,000 ​per withdrawal, 3 withdrawals per
day
Purchases (POS) $10,000 ​per day (the “Daily Purchase
Limit”)
Send money $7,500 per day (includes all cash and direct
deposit loads)
Any combination of the load types listed
Value loads below to not exceed the maximum balance
of $10,000 per day
Cash deposits $7,500 per day

Card-to-card transfers $500 per day

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6. Personal Identification Number (“PIN”). ​When you activate your Physical Card and after your identity
has been verified, we will give you a PIN that you may use with your Physical Card. Only one PIN will be issued
for each Card Account. You will need a PIN to obtain cash at an ATM or to make a PIN purchase or obtain cash
back at a point-of-sale (“POS”) terminal. You should not write or keep your PIN with your Card. If you believe that
anyone has gained unauthorized access to your PIN, you should immediately block transaction via BitPay app, and
call 1-855-398-1373 or the toll-free telephone number on the back of your Card, or visit http://bitpay.com/support

7. Adding Funds to Your Card Account. ​You may add funds to your Card (called “value loading” or
“loading”) at any time. The maximum load amount is ​$10,000 per day​. Note: Some reload locations may have
additional limits on the minimum and maximum amount you may load to your Card. The maximum aggregate value
of funds in your Card Account(s) may not exceed ​$25,000 ​at any time. You agree to present the Card and meet
identification requirements to complete value load transactions as may be required from time to time. Load
locations may have their own load limits that may be less than our allowable amount. Load locations also may
assess a fee to load funds to your Card Account. You cannot load your Card Account by check or money order.

8. ​Using Your Card to Get Cash​. With a PIN, you may use your Card to (i) obtain cash or check your
balance at any Automated Teller Machine (“ATM”) that bears the Mastercard​® or ​Interlink​® ​brand, or (ii) obtain
cash at merchants or banks that have agreed to provide cash back at POS terminals bearing the Mastercard​® or
Interlink​® ​brand. All ATM transactions are treated as cash withdrawal transactions. The maximum amount of cash
you may withdraw at an ATM on a daily basis is ​$6,000 ​as described in the Section above titled “Limitations on
Frequency and Dollar Amounts of Transactions.” We may limit the amount of any individual ATM withdrawal, and
merchants, banks and ATM operators may impose additional withdrawal limits. You will be charged a fee by us for
each cash withdrawal and balance inquiry made at an ATM or cash withdrawal obtained through a bank teller, in the
amount disclosed in the accompanying “Schedule of Fees and Charges (Schedule A).” In addition, when you use
an ATM not owned by us, you may be charged a fee by the ATM operator or any network used (and you may be
charged a fee for a balance inquiry even if you do not complete a fund transfer).

9. Split Transactions. If you do not have enough value loaded on your Card you can instruct the merchant to
charge a part of the purchase to the Card and pay the remaining amount with cash or another card. These are called
“split transactions.” Some merchants do not allow cardholders to conduct split transactions. Some merchants will
only allow you to do a split transaction if you pay the remaining amount in cash. If you fail to inform the merchant
that you would like to complete a split transaction before swiping your Card, your Card is likely to be declined.

10. Transactions Using Your Card Number. If you initiate a transaction without presenting your Card (such
as for a mail order, internet or telephone purchase, or an ACH debit purchase), the legal effect will be the same as if
you used the Card itself.

11. Your Obligation for Negative Balance Transactions. Each time you initiate a Card transaction, you
authorize us to reduce the funds available in your Card Account by the amount of the transaction and all associated
fees. You are not allowed to exceed the available amount in your Card Account through an individual transaction or
a series of transactions (creating a “negative balance”). Nevertheless, if any transactions cause the balance in your
Card Account to go negative, including any purchase transactions where the retailer or merchant does not request
authorization, you shall remain fully liable to us for the amount of any negative balance and any corresponding
transaction fees. You may also be liable for any related Insufficient Funds/NSF Fee(s) as set forth in the
accompanying “Schedule of Fees and Charges (Schedule A).” We reserve the right to bill you for any negative
balance or to recoup such negative balance from any other Card we have issued to you. You agree to pay us
promptly for the negative balance and any related fees. We also reserve the right to cancel your Card if you create
one or more negative balances with your Card.

12. Business Days. Our business days are Monday through Friday, excluding federal and legal banking
holidays in the State of New York.

13. Authorization Holds. ​You do not have the right to stop payment on any purchase transaction originated
by use of your Card, other than a Recurring Transaction as described in the Section below titled “Recurring
Transactions.” When you use your Card to pay for goods or services, certain merchants may ask us to authorize the

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transaction in advance and the merchant may estimate its final value. When you use your Card to obtain cash at an
ATM or from a bank teller, we will authorize the transaction in advance (including all applicable fees). When we
authorize a purchase transaction, we commit to make the requested funds available when the transaction finally
settles and we will place a temporary hold on your Card’s funds for the amount indicated by the merchant. If you
authorize a transaction and then fail to make a purchase of that item as planned, the approval may result in a hold for
that amount of funds. Car rentals, hotels and other service-oriented merchants may choose to factor in additional
amounts upon check-in, and it may take up to 60 days after your stay or your rental to have any excess amounts held
by the hotel or rental company added back to your available balance. Similarly, some gas stations may factor in
additional amounts to cover potential filling of the tank; if you want to avoid such a hold, you may want to pay
inside the gas station, instead of paying at the pump. Until the transaction finally settles, the funds subject to the hold
will not be available to you for other purposes. We will only charge your Card for the correct amount of the final
transaction, and we will release any excess amount when the transaction finally settles.

When you use your Card at certain restaurants and service-oriented merchants, there may be an additional 20% (or
more) added to the authorization to cover any tip you may leave on the purchase. If this occurs, and your total bill,
after adding in the additional 20% (or more), exceeds the amount available on your Card, your transactions may be
declined. Accordingly, you should ensure that your Card has an available balance that is 20% (or more) greater than
your total bill before using your Card.

14. Recurring Transactions. ​If you intend to use your Card for recurring transactions, you should monitor
your balance and ensure you have funds available in your Card Account to cover the transactions. “Recurring
transactions” are transactions that are authorized in advance by you to be charged to your Card at substantially
regular intervals. We are not responsible if a recurring transaction is declined because you have not maintained a
sufficient balance in your Card Account to cover the recurring transaction. If these recurring transactions may vary
in amount, the person you are going to pay should tell you, 10 days before each payment, when it will be made and
how much it will be. (You may choose instead to get this notice only when the payment would differ by more than a
certain amount from the previous payment, or when the amount would fall outside certain limits that you set.) ​If
your Card was obtained through your employer or you receive electronic deposits of federal payments to your
Card: If you have told us in advance to make regular payments (i.e., recurring transactions) from your Card
Account, you can stop the payment by calling ​1-855-398-1373 or the toll-free telephone number on the back of your
Card, at least three business days before the scheduled date of the transfer. If you call, we also may require you to
put your request in writing and get it to us within 14 days after you call. If you order us to stop one of these
payments three business days or more before the transfer is scheduled, and we do not do so, we will be liable for
your direct losses or damages. If you have authorized a merchant to make the recurring transaction, you also should
contact the applicable merchant in order to stop the recurring transaction.

15. Returns and Refunds. ​If you are entitled to a refund for any reason for goods or services obtained with
your Card, you agree to accept credits to your Card Account for such refunds. You are not entitled to a check refund
unless your Card has been closed. The amounts credited to your Card for refunds may not be available for up to five
days from the date the refund transaction occurs.

16. Card Cancellation and Suspension; Limits. ​We reserve the right, in our sole discretion, to limit your
use of the Card, including limiting or prohibiting specific types of transactions. We may refuse to issue a Card,
revoke Card privileges or cancel your Card with or without cause or notice, other than as required by applicable law.
If you would like to cancel the use of your Card, you may do so by calling 1-855-398-1373 or the toll-free telephone
number on the back of your Card. You agree not to use or allow others to use an expired, revoked, canceled,
suspended or otherwise invalid Card. Our cancellation of Card privileges will not otherwise affect your rights and
obligations under this Agreement. If we cancel or suspend your Card privileges through no fault of yours, you will
be entitled to a refund as provided below in the Section titled “Amendment and Cancellation.” Not all services
described in this Agreement are available to all persons or at all locations. We reserve the right to limit, at our sole
discretion, the provision of any such services to any person or in any location. Any offer of a service in this
Agreement shall be deemed void where prohibited. We can waive or delay enforcement of any of our rights under
this Agreement without losing them.

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17. International Transactions. ​If you initiate a transaction in a currency or country other than the currency
or country in which your Card was issued, you will be charged a fee on the transaction (including credits and
reversals) as set forth in the “Schedule of Fees and Charges (Schedule A)” attached to this Agreement. This fee is in
addition to the currency conversion rate. If the transaction is in a currency other than the currency of the country in
which your Card was issued, the merchant, network, or card association that processes the transaction may convert
the transaction (including credits and reversals) into the currency of your Card in accordance with its policies and
rates in effect at the time of the transaction. If Mastercard International (“Mastercard”) converts the transaction, it
will establish a currency conversion rate for this convenience using a rate selected by Mastercard from the range of
rates available in wholesale currency markets for the applicable central processing date which may vary from the
rate Mastercard itself receives, or the government mandated rate in effect for the applicable central processing date.

18. Receipts. ​You should get or request a receipt at the time you make a transaction or obtain cash using your
Card. You agree to retain your receipts to verify your transactions. You can get a receipt at the time you make any
transfer from your Card Account using one of our ATM terminals.

19. Obtaining Balance and Transaction Information for Your Card; Periodic Statements Alternative.
You should keep track of the amount of funds available in your Card Account. You may obtain information about
the amount of funds you have remaining in your Card Account by calling the number on the back of your Card. This
information, along with a 12-month history of account transactions, is also available on-line through our customer
self-service website shown on the back of the Card. You also have the right to obtain a 24-month written history of
account transactions by calling 1-855-398-1373 or the toll-free telephone number on the back of your Card, or
export transaction history via the BitPay app, or visiting www.bitpay.com..

20. Confidentiality. ​We may disclose information to third parties about your Card or the transactions you
make using your Card: (1) where it is necessary for completing transactions; (2) in order to verify the existence and
condition of your Card for a third party, such as a merchant; (3) in order to comply with government agency, court
order, or other legal reporting requirements; (4) if you give us your written permission; (5) to our and the Program
Manager’s employees, auditors, affiliates, service providers, or attorneys as needed; and (6) as otherwise provided in
our Privacy Policy Notice below.

21. Our Liability for Failure to Complete Transactions. ​In no event will we or the Program Manager be
liable for consequential damages (including lost profits), extraordinary damages, special or punitive damages. We
will not be liable, for instance: (1) if, through no fault of ours or of the Program Manager, you do not have enough
funds available in your Card Account to complete the transaction; (2) if a merchant refuses to accept your Card or
provide cash back; (3) if an ATM where you are making a cash withdrawal does not have enough cash; (4) if an
electronic terminal where you are making a transaction does not operate properly, and you knew about the problem
when you initiated the transaction; (5) if access to your Card has been blocked after you reported your Card or
Access Code(s) (“Access Code” includes your user ID(s), password(s), PIN(s), and any other access code or
credential related to your Card Account) lost or stolen; (6) if there is a hold or your funds are subject to legal process
or other encumbrance restricting their use; (7) if we or the Program Manager have reason to believe the requested
transaction is unauthorized; (8) if circumstances beyond our or the Program Manager’s control (such as fire, flood or
computer or communication failure) prevent the completion of the transaction, despite reasonable precautions that
we or the Program Manager have taken; or (9) for any other exception stated in our Agreement with you.

22. In Case of Errors or Questions about your Card Account. ​If you think an error has occurred in your
Card Account, promptly call the number on the back of your Card. We will allow you to report an error until 60
days after the earlier of the date you electronically access your Card Account, if the error could be viewed in your
electronic history, or the date we sent the FIRST written history on which the error appeared. You may request a
written history of your transactions at any time by calling the number on the back of your Card. You will need to
tell us: (1) your name and Card Number; (2) why you believe there is an error, and the dollar amount involved, and
(3) approximately when the error took place. If you tell us orally, we will require that you send your complaint or
question in writing within 10 business days. We will determine whether an error occurred within 10 business days
after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45
days to investigate your complaint or question. If we decide to do this, we will provisionally credit your Card within
10 business days for the amount you think is in error, so that you will have the use of the money during the time it
takes to complete the investigation. If we ask you to put your complaint or question in writing and you do not

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provide it within 10 business days, we may not credit your Card Account. For errors involving new Cards (that is,
Cards for which the initial deposit or value load occurred within the last 30 days), POS transactions, or
foreign-initiated transactions, we may take up to 90 days to investigate your complaint or question. We will tell you
the results within three business days after completing the investigation. If we decide that there was no error, we will
send you a written explanation and debit your Card Account for the amount of the provisional credit. You may ask
for copies of the documents that we used in our investigation. If you need more information about our
error-resolution procedures, call 1-855-398-1373 or the toll-free telephone number on the back of your Card.

23. Lost or Stolen Cards/Unauthorized Transfers. ​If you believe your Card, Access Code(s), or PIN has
been lost or stolen, you should immediately block your card via BitPay app, and call the number 1-855-398-1373 or
the toll-free telephone number on the back of your Card. You should also call the number on the back of your Card
or write to the address shown here if you believe an electronic transfer has been made using the information from
your Card, Access Code(s), or PIN without your permission.

24. Your Liability for Unauthorized Transfers. ​You agree to exercise reasonable control over the
information related to your Card Account, including your Card, Access Code(s) and PIN. Tell us AT ONCE if you
believe your Card, Access Code(s), or PIN has been lost or stolen. Also, if your transaction history shows transfers
that you did not make, including those made with your Card, Card Number or Account Number, or you believe an
electronic transfer has been made without your permission, tell us at once. The best way to keep your losses down is
by calling 1-855-398-1373 or the toll-free telephone number on the back of your Card. You could lose all of the
money in your Card Account​. I​ f you tell us within two business days after you learn of the loss or theft of your
Card, you can lose no more than $50.00 if someone used your Card without your permission. If you do NOT tell us
within two business days after you learn of the loss or theft of your Card, and we can prove that we could have
stopped someone from using your Card without your permission if you had told us, you could lose as much as
$500.00. If you do not tell us within 60 days after the earlier of the date you electronically access your Card Account
or the date we sent the FIRST written history on which the error appeared, you may not get back any money you lost
after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in
time. If a good, documented, reason (such as a long trip or a hospital stay) kept you from telling us, we will extend
the time periods.

Mastercard’s Zero Liability Policy. Under Mastercard rules, you will not be held responsible for unauthorized
transactions if you have used reasonable care in protecting your Card from loss or theft and you have promptly
reported to us when you knew that your Card was lost or stolen. Zero Liability does not apply to Mastercard
payment cards that are used for commercial purposes or anonymous prepaid cards (until such time as the identity of
the cardholder has been registered with us).

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

26. Amendment and Cancellation. ​We may amend or change the terms and conditions of this Agreement at
any time. You will be notified of any change in the manner provided by applicable law before the effective date of
the change. However, if the change is made for security purposes, we may implement such change without prior
notice. We may cancel or suspend your Card or this Agreement at any time. You also may cancel this Agreement by
calling 1-855-398-1373 or the toll-free telephone number on the back of your Card. If you cancel your Card, you
may zero out your Card Account balance before closing your Card Account or request that we send you a check in
the amount of your Card Account balance when you close your Card Account, which we will do for a fee as set forth
in the “Schedule of Fees and Charges (Schedule A)” attached to this Agreement. If your Card is canceled by us
when your Card Account has a balance, we will send you a check in the amount of your Card Account balance for
no charge. In all events, any check we send will be sent to the address we have for you in our records. Your

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termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement
before termination.

27. Telephone Monitoring/Recording. ​From time to time we may monitor and/or record telephone calls
between you and us to assure the quality of our customer service or as required by applicable law.

28. No Warranty Regarding Goods and Services. ​We are not responsible for the quality, safety, legality, or
any other aspect of any goods or services you purchase with your Card.

29. Arbitration Provision. ​This Arbitration Provision sets forth the circumstances and procedures under
which claims (as defined below) shall be arbitrated instead of litigated in court upon the election of either party.
(a) Definitions: As used in this Arbitration Provision, the term “Claim” means any claim, dispute or
controversy between you and us, or between you and ​BitPay, Inc. as Program Manager for the BitPay Prepaid
Mastercard​® ​or any of its agents or retailers, arising from or relating to the Card or this Agreement as well as any
related or prior agreement that you may have had with us or the relationships resulting from this Agreement,
including the validity, enforceability or scope of this Arbitration Provision or the Agreement. “Claim” includes
claims of every kind and nature, including but not limited to initial claims, counterclaims, cross-claims and
third-party claims and claims based upon contract, tort, fraud and other intentional torts, statutes, regulations,
common law and equity. The term “Claim” is to be given the broadest possible meaning that will be enforced and
includes, by way of example and without limitation, any claim, dispute or controversy that arises from or relates to
(i) your Card, or the Cards of any additional cardholders designated by you; (ii) the amount of available funds on the
Cards; (iii) advertisements, promotions or oral or written statements related to the Cards, goods or services
purchased with the Cards; (iv) the benefits and services related to the Cards; and (v) your enrollment for any Card.
We shall not elect to use arbitration under the Arbitration Provision for any Claim that you properly file and pursue
in a small claims court of your state or municipality so long as the Claim is individual and pending only in that
court; any appeals from that court shall be pursued only in arbitration. As used in this Arbitration Provision, the
terms “we” and “us” shall for all purposes mean the Bank, the Program Manager, wholly or majority owned
subsidiaries, affiliates, licensees, predecessors, successors, and assigns; and all of their agents, employees, directors
and representatives. In addition, “we” or “us” shall include any third party using or providing any product, service or
benefit in connection with any Cards (including, but not limited to merchants who accept the Card, third parties who
use or provide services, debt collectors and all of their agents, employees, directors and representatives) if, and only
if, such third party is named as a co-party with us (or files a Claim with or against us) in connection with a Claim
asserted by you. As solely used in this Arbitration Provision, the terms “you” or ”yours” shall mean all persons or
entities approved by us to have and/or use a Card, including but not limited to all persons or entities contractually
obligated under any of the Agreements and all additional cardholders.
(b) Initiation of Arbitration Proceeding/Selection of Administrator: Any Claim shall be resolved, upon the
election by you or us, by arbitration pursuant to this Arbitration Provision and the code of procedures of the national
arbitration organization to which the Claim is referred in effect at the time the Claim is filed. Claims shall be
referred to either Judicial Arbitration and Mediation Services (“JAMS”) or the American Arbitration Association
(“AAA”), as selected by the party electing to use arbitration. If a selection by us of one of these organizations is
unacceptable to you, you shall have the right within thirty (30) days after you receive notice of our election to select
the other organization listed to serve as arbitrator administrator. For a copy of the procedures, to file a Claim or for
other information about these organizations, contact them as follows: (i) JAMS at 1920 Main Street, Suite 300, Los
Angeles, CA 92614; website at www.jamsadr.com; and (ii) AAA at 335 Madison Avenue, New York, NY 10017;
website at www.adr.org.
(c) Significance of Arbitration: IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO
A CLAIM, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR
HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR
IN THE CODE OF PROCEDURES OF JAMS OR AAA, AS APPLICABLE (THE “CODE”). FURTHER, YOU
WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER
OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. THE
ARBITRATOR SHALL NOT CONDUCT A CLASS ARBITRATION OR A JOINT ARBITRATION, EXCEPT
AS SET FORTH BELOW. THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING. NOTE THAT
OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT ALSO MAY NOT BE AVAILABLE
IN ARBITRATION.

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 (d) Restrictions on Arbitration: If either party elects to resolve a Claim by arbitration, that Claim shall be
arbitrated on an individual basis. There shall be no right or authority for any Claims to be arbitrated on a class action
basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public,
other Cardholders or other persons similarly situated. The arbitrator’s authority to resolve Claims is limited to
Claims between you and us alone, and the arbitrator’s authority to make awards is limited to you and us alone.
Furthermore, Claims brought by you against us or by us against you may not be joined or consolidated in arbitration
with Claims brought by or against someone other than you, unless otherwise agreed to in writing by all parties. This
section of this Arbitration Provision is the “Class Action Waiver.”
(e) Location of Arbitration/Payment of Fees: Any arbitration hearing that you attend shall take place in the
federal judicial district of your residence. At your written request, we will consider in good faith making a
temporary advance of all or part of the filing administrative and/or hearing fees for any Claim you initiate as to
which you or we seek arbitration. At the conclusion of the arbitration (or any appeal thereof), the arbitrator (or
panel) will decide who will ultimately be responsible for paying the filing, administrative and/or hearing fees in
connection with the arbitration (or appeal). If and to the extent you incur filing, administrative and/or hearing fees in
arbitration, including for any appeal, exceeding the amount they would have been if the Claim had been brought in
the state or federal court which is closest to your billing address and would have had jurisdiction over the Claim, we
will reimburse you to that extent unless the arbitrator (or panel) determines that the fees were incurred without any
substantial justification.
(f) Arbitration Procedures: This Arbitration Provision is made pursuant to a transaction involving interstate
commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (the
“FAA”). The arbitration shall be governed by the applicable Code, except that (to the extent enforceable under the
FAA) this arbitration Provision shall control if it is inconsistent with the applicable Code. The arbitrator shall apply
applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of
privilege recognized at law and, at the timely request of either party, shall provide a brief written explanation of the
basis for the decision. In conducting the arbitration proceeding, the arbitrator shall not apply the Federal or any state
rules of civil procedure or rules of evidence. Either party may submit a request to the arbitrator to expand the scope
of discovery allowable under the applicable Code. The party submitting such a request must provide a copy to the
other party, who may submit objections to the arbitrator with a copy of the objections provided to the request party,
within 15 days of receiving the requesting party’s notice. The granting or denial of such request will be in the sole
discretion of the arbitrator who shall notify the parties of his/her decision within 20 days of the objecting party’s
submission. The arbitrator shall take reasonable steps to preserve the privacy of individuals, and of business matters.
Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s
decision will be final and binding, except for any right of appeal provided by the FAA. However, any party can
appeal that award to a three-arbitrator panel administered by the same arbitration organization, which shall consider
anew any aspect of the initial award objected to by the appealing party. The appealing party shall have 30 days from
the date of entry of the written arbitration award to notify the arbitration organization that it is exercising the right of
appeal. The appeal shall be filed with the arbitration organization in the form of a dated writing. The arbitration
organization will then notify the other party that the award has been appealed. The arbitration organization will
appoint a three-arbitrator panel which will conduct arbitration pursuant to its Code and issue its decision within 120
days of the date of the appellant’s written notice. The decision of the panel shall be by majority vote and shall be
final and binding.
(g) Public Injunctive Relief: If a Claim is brought seeking public injunctive relief and a court determines
that
the restrictions in the Class Action Waiver and/or elsewhere in this Arbitration Provision prohibiting the arbitrator
from awarding relief on behalf of third parties are unenforceable with respect to such Claim (and that determination
becomes final after all appeals have been exhausted), the Claim for public injunctive relief will be determined in
court and any individual Claims seeking monetary relief will be arbitrated. In such a case the parties will request
that the court stay the Claim for public injunctive relief until the arbitration award pertaining to individual relief has
been entered in court. In no event will a Claim for public injunctive relief be arbitrated.
(h) No Preclusive Effect: No arbitration award involving the parties will have any preclusive effect as to
issues or claims in any dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in
prior disputes involving other parties have preclusive effect in an arbitration between the parties to this Arbitration
Provision.
(i) Continuation: This Arbitration Provision shall survive termination of your Card as well as voluntary
payment of the debt in full by you, any legal proceeding by us to collect a debt owed by you, and any bankruptcy by
you or us. If any portion of this Arbitration Provision is deemed invalid or unenforceable under any principle or

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provision of law or equity, consistent with the FAA, it shall not invalidate the remaining portions of this Arbitration
Provision, the Agreement or any prior agreement you may have had with us, each of which shall be enforceable
regardless of such invalidity.

30. ​Delivery of Electronic Communications. ​The following E-Communication Disclosure (“​Disclosure​”)

applies to any and all communications or disclosures that we are legally required to provide to you in writing in
connection with your Card Account and any related products and services (“​Communications​”), to the extent you
have consented to receiving such Communications electronically and failure to consent will result in a declined
application for a ​BitPay ​Prepaid Mastercard, except as provided below.

Scope of Communications to Be Provided in Electronic Form​. When you use a product or service to which this
Disclosure applies, you agree that we may provide you with any Communications in electronic format, and that we
may discontinue sending paper Communications to you, unless and until you withdraw your consent as described
below. Your consent to receive electronic Communications includes, but is not limited to:

● All legal and regulatory disclosures and communications associated with your Card Account and any
related products or services
● Your Cardholder Agreement and any notices about a change in terms of your Cardholder Agreement
● Privacy policies and notices
● Error resolution policies and notices
● Responses to claims filed in connection with your Card Account
● Notices regarding insufficient funds or negative balances

Method of Providing Communications to You in Electronic Form.​ All Communications that we provide to you in
electronic form will be provided either (1) by access to a web site that we will designate in an e-mail notice we send
to you at the time the information is available, or (2) by posting such Communications at https://www.bitpay.com

How to Withdraw Consent.​ You may withdraw your consent to receive Communications in electronic form at any
time by calling 1-855-398-1373 or the toll-free telephone number on the back of your Card, or by visiting
https://bitpay.com​. If you do withdraw your consent, we will close your Card Account, except where prohibited by
law. We will not impose any fee to process the withdrawal of your consent to receive electronic Communications.
Any withdrawal of your consent to receive electronic Communications will be effective only after we have a
reasonable period of time to process your request for withdrawal. In the meantime, you will continue to receive
Communications in electronic form. If you withdraw your consent, the legal validity and enforceability of prior
Communications delivered in electronic form will not be affected.

How to Update Your Records​. It is your responsibility to provide us with your true, accurate and complete e-mail
address (if you have elected to receive e-mail messages from us), your contact information, and other information
related to this Disclosure and your Card Account, and to maintain and update promptly any changes in this
information. You can update information (such as your e-mail address) by calling 1-855-398-1373 or the toll-free
telephone number on the back of your Card.

Hardware and Software Requirements. ​In order to access, view, and retain Communications that we make
available to you electronically, you must have:

● An Internet browser that supports ​128​-bit encryption

● Microsoft Internet Explorer ​4.7 or above, Netscape Navigator 4.7 ​or above, or the equivalent
software
● Sufficient electronic storage capacity on your computer's hard drive or other data storage unit
● An e-mail account with an Internet service provider and e-mail software
● A personal computer (​for PCs: Pentium 120Hhz or higher; for Macintosh: Power Mac 9500,
Power PC 604 processor: 120-Mhz Base or higher​), operating system and telecommunications
connections to the Internet capable of receiving, accessing, displaying, and either printing or storing
Communications received from us in via a plain text-formatted e-mail or by access to our web site

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 using browser specified above or equivalent software.
● Adobe Reader version ​version 9.0​ or higher

Requesting Paper Copies.​ We will not send you a paper copy of any Communication, unless you request it or we
otherwise deem it appropriate to do so. You can obtain a paper copy of an electronic Communication by printing it
yourself or by requesting that we mail you a paper copy, provided that such request is made within a reasonable time
after we first provided the electronic Communication to you. To request a paper copy, call 1-855-398-1373 or the
toll-free telephone number on the back of your Card.

Termination/Changes.​ We reserve the right, in our sole discretion, to discontinue the provision of your electronic
Communications, or to terminate or change the terms and conditions on which we provide electronic
Communications. We will provide you with notice of any such termination or change as required by law.

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 Rev. 8/2015
Metropolitan Commercial Bank Privacy Policy Notice:
WHAT DOES METROPOLITAN COMMERCIAL BANK DO WITH YOUR
FACTS PERSONAL INFORMATION?

Financial companies choose how they share your personal information. Federal law gives consumers
Why? the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share,
and protect your personal information. Please read this notice carefully to understand what we do.

The types of personal information we collect and share depend on the product or service you have with
us. This information can include:

What? ●
●
Identification Information
Account Balances
●
●
Account Transactions
Checking Account Information
● Transaction History ● Wire Transfer Instructions
When you are no longer our customer, we continue to share your information as described in this
notice.

All financial companies need to share customers' personal information to run their everyday business.
In the section below, we list the reasons financial companies can share their customers' personal
How? information; the reasons Metropolitan Commercial Bank chooses to share; and whether you can limit
this sharing.

Does Metropolitan
Reasons we can share your personal information Can you limit this sharing?
Commercial Bank share?

For our everyday business purposes such as to process your

transactions, maintain your account(s), respond to court orders Yes No
and legal investigations, or report to credit bureaus

For our marketing purposes to offer our products and services to

Yes No
you

For joint marketing with other financial companies Yes No

For our affiliates' everyday business purposes information about

No We don't share
your transactions and experiences

For our affiliates' everyday business purposes information about

No We don't share
your creditworthiness

For non-affiliates to market to you No We don't share

Call 1-866-363-8226​ ​or visit www.metropolitanbankny.com

Questions?

What We Do

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 To protect your personal information from unauthorized access and use, we
use security measures that comply with federal law. These measures include
How does Metropolitan Commercial computer safeguards and secured files and buildings. We also maintain other
Bank protect my personal information? physical, electronic and procedural safeguards to protect this information and
we limit access to information to those employees for whom access is
appropriate.

We collect your personal information, for example, when you

How does Metropolitan Commercial ● Open an account ● Provide account information

Bank collect my personal information? ● Apply for financing ● Give us your contact information
● Show your driver’s license
We also collect your personal information from others, such as credit
bureaus, affiliates or other companies
Federal law gives you the right to limit only:

● Sharing for affiliates' everyday business purposes - information about

Why can't I limit all sharing? your credit worthiness
● Affiliates from using your information to market to you
● Sharing for non-affiliates to market to you

State laws and individual companies may give you additional rights to limit
sharing.

Definitions

Companies related by common ownership or control. They can be financial

Affiliates and non-financial companies. ​Metropolitan Commercial Bank does not share
with our Affiliates so they can market to you.

Non-affiliates Companies not related by common ownership or control. They can be

financial and non-financial companies. ​Metropolitan Commercial Bank does
not share with non-affiliates so they can market to you​.

Joint Marketing A formal agreement between non-affiliated financial companies that together
market financial products or services to you. ​Our joint marketing partners
include credit card account companies​.

Other Important Information

For Alaska, Illinois, Maryland and North Dakota Customers. ​We will not share personal information with nonaffiliates either for
them to market to you or for joint marketing – without your authorization.

For California Customers​. We will not share personal information with nonaffiliates either for them to market to you or for joint
marketing – without your authorization. We will also limit our sharing of personal information about you with our affiliates to comply with
all California privacy laws that apply to us.

For Massachusetts, Mississippi and New Jersey Customers. ​We will not share personal information from deposit or share
relationships with nonaffiliates either for them to market to you or for joint marketing – without your authorization.

For Texas Customers. ​If you have a complaint, first contact the customer service division of Metropolitan Commercial Bank at
1-866-363-8226.​ ​If you still have an unresolved complaint regarding the company’s money transmission activity, please direct your
complaint to Texas Department of Banking, 2601 North Lamar Boulevard, Austin, Texas 78705, 1-877-276-5554 (toll free),
www.dob.texas.gov.

For Vermont Customers. ​We will not share personal information with nonaffiliates either for them to market to you or for joint
marketing without your authorization, and we will not share personal information with affiliates about your creditworthiness without your
authorization.

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 Schedule A
SCHEDULE OF ALL FEES AND CHARGES FOR BitPay Prepaid Mastercard​®
State: ​All

ALL FEES AMOUNT DETAILS

Get started
Card purchase fee $10.00 For any new cards, or replace card
Card activation fee $0.00 We do not charge a fee for this service
Account registration fee $0.00   do not charge a fee for this service
We
Monthly usage
Monthly fee $0.00 We do not charge a fee for this service
Weekly fee $0.00 We do not charge a fee for this service
Add money

Retail load $0.00 We do not charge a fee for this service; Third party fee may apply

MoneyGram load $0.00 We do not charge a fee for this service; Third party fee may apply

Western Union reload $0.00 We do not charge a fee for this service; Third party fee may apply
GreenDot reload $0.00 We do not charge a fee for this service; Third party fee may apply
Card-to-card transfer $0.00 We do not charge a fee for this service; Third party fee may apply
Bank-to-card transfer $0.00 We do not charge a fee for this service; Third party fee may apply
Cardholder-to-cardholder transfer $0.00 We do not charge a fee for this service; Third party fee may apply
Spend money
Retail unload $0.00 We do not charge a fee for this service; Third party fee may apply
MoneyGram unload $0.00 We do not charge a fee for this service; Third party fee may apply
Western Union unload $0.00 We do not charge a fee for this service; Third party fee may apply
GreenDot unload $0.00 We do not charge a fee for this service; Third party fee may apply
POS PIN debit purchase $0.00 We do not charge a fee for this service
POS signature purchase $0.00 We do not charge a fee for this service
Bank teller withdrawal $0.00 We do not charge a fee for this service
Send money $0.00 We do not charge a fee for this service
POS PIN purchase (declined) $0.00 We do not charge a fee for this service
POS SIG purchase (declined) $0.00 We do not charge a fee for this service
Get cash
This is our fee to withdraw cash at an ATM (US) in network
ATM withdrawal in-network (US) $2.50
ATM withdrawal out-of-network   This is our fee to withdraw cash at an ATM (US) out of network
$2.50
(US)
ATM withdrawal (declined) $0.00 We do not charge a fee for this service
Information

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Customer service (automated system) $0.00 We do not charge a fee for this service
Customer service (live agent) $0.00 We do not charge a fee for this service
ATM balance inquiry $0.00 We do not charge a fee for this service
Using your card outside the U.S.
For international ATM withdraw, we charge $2.50 only if there is
ATM withdrawal (int’l) $2.50 no currency conversion. The 3% is only charged for currency that
is different from the card currency.
ATM withdrawal (declined) (int’l) $0.00 We do not charge a fee for this service
POS PIN debit purchase (int’l) $0.00 We do not charge a fee for this service
POS signature purchase (int’l) $0.00 We do not charge a fee for this service
POS PIN purchase (declined) (int’l) $0.00 We do not charge a fee for this service
POS SIG purchase (declined) (int’l) $0.00 We do not charge a fee for this service
Other
Inactivity $5.00 After 90 days with no transactions
Close card $0.00 We do not charge a fee for this service
Replace card $10.00 This is our fee for card replacement
Expedited replacement card N/A      

Register your card for FDIC insurance eligibility and other protections. Your funds will be held at or transferred to
Metropolitan Commercial Bank, an FDIC-insured institution. Once there, your funds are insured up to $250,000 by
the FDIC in the event Metropolitan Commercial Bank fails, if specific deposit insurance requirements are met and
your card is registered. See ​fdic.gov/deposit/deposits/prepaid.html​ for details.

No overdraft/credit feature.

Contact ​BitPay Inc. ​by calling ​1-855-​398-1373 or the toll-free telephone number on the back of your Card, or
visit ​https://bitpay.com

For general information about prepaid accounts, visit ​cfpb.gov/prepaid.​

If you have a complaint about a prepaid account, call the Consumer Financial Protection Bureau at 1-855-411-2372
or visit ​cfpb.gov/complaint​.

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