Last Updated: October 28, 2022

Version: 1.0

1. Introduction and Definitions

The Topkey Card is a business spending card issued by Thread Bank, Thread Bank, Member FDIC to Topkey, Inc., the Cardholder.  These Terms of Use are an agreement between you and the Cardholder.  By requesting, applying for, or using a Card, you agree to be bound by these Terms of Use.

‍

The Card allows you to initiate payments for the purchase of goods or services with merchants and conduct certain other transactions as permitted by, and on behalf of, the Company, which are charged to the Company’s Topkey Account.  . You are an authorized user of the Company’s Topkey Account and you may access the Card only to the extent authorized by the Company and these Terms of Use. 

Whenever you see the following terms, they mean:

• “Card” means the Topkey Card issued by the Issuer and provided to you for your use in connection with the Company’s Topkey Account.
• “Topkey Account” means the account with us established by the Company to which Transactions associated with the Card are recorded.
• “Company” means the company with whom you are associated who has applied for or established a Topkey Account with us.
• “Issuer” means Thread Bank, the issuer of the Card.
• “Prohibited Transactions” means Transactions that would violate these Terms of Use as described below.
• “Terms of Use” or “Terms” means these Topkey Terms of Use, as amended from time to time by us.
• “Transaction” means a transaction initiated by you using the Card on behalf of the Company, such as to make a purchase of goods or services with a merchant or engage in any other permissible transaction under these Terms.
• “you,” “your,” or “Authorized User” means you, the person that has been authorized by the Company to receive and use a Card to initiate Transactions that will be associated with the Company’s Topkey Account.
• “we,” “us,” or “our” means Topkey, Inc..

There may be other agreements between you and the us concerning your use of the Card and the Transactions you initiate.  In the event of a conflict between these Terms of Use and any such agreements, these Terms of Use will control to the extent of the conflict.

2. The Card

If you request and are approved to receive a Card, you will become an Authorized User on the Company’s Topkey Account. Although your Card will be linked to the Topkey Account, records of any transactions involving your Card will be maintained separately from transactions associated with all other Cards linked to the Topkey Account. 

Your Card must be activated before you can use it.  You can activate your Card by following the instructions provided with your Card or by contacting Topkey at support@topkey.io . 

Important information about procedures for obtaining a Card: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information identifying each person who opens an account, including any Authorized Users who may access an account. This means that before a Card can be provided to you, we will ask for information that allows the Issuer to identify you, including your name, legal address, Social Security Number or Tax Identification Number, date of birth and other information that will allow the Issuer to identify you. We also may ask for a driver’s license or other identifying documents from you. By obtaining a Card, you agree to provide us with the information requested by the Issuer or our service providers from time to time.

3. Using Your Card

You may only use your Card for lawful and bona fide business Transactions on behalf of the Company. You may not use your Card for personal, family or household purposes. You also agree that you will not use your Card for “Prohibited Transactions,” meaning:

• Transactions for personal, family or household purposes.
• Transactions that violate any federal, state or local law or regulation.
• Transactions related to any business involving adult entertainment, cannabis, cryptocurrency, gaming, or online gambling.
• Any other types of prohibited Transactions about which we have notified you from time to time.

Your Card remains the property of the Issuer and must be returned upon request. We or the Issuer may cancel, revoke, repossess or restrict the use of your Card at any time. We, the Company, or the Issuer may decline to authorize or reverse Transactions and suspend and/or close your Card for any reason including, without limitation, violation of these Terms of Use or any other agreement you have with us, if we or the Issuer suspect fraudulent activity, or if we or the Issuer believe your use of the Card otherwise presents undue risk to us or the Issuer. We, the Company, or the Issuer may also decline to authorize Transactions at merchants characterized by the applicable card network or us as prohibited merchants. Neither we nor the Issuer will be responsible for losses resulting from declined or reversed Transactions, or any other actions described in this paragraph. We and the Issuer are not responsible and will have no liability if a merchant refuses to honor a Card or accept a purchase.

4. Card Authorization Holds

When you use your Card to initiate a Transaction at certain merchants, including restaurants, gas stations, hotels, and rental car companies, a hold may be placed on your Card which may differ from the actual Transaction amount. Such a hold will reduce the amount that is available to you for Transactions until the hold is released.

5. Card Limits

Your Card is subject to a spending limit that determines the maximum amount of Transactions you may initiate using the Card.  There may also be other types of limits on your use of the Card.  We or the Company will inform you of any limits that apply to your use of the Card.

6. Other Important Information

6.1 Card Security 

It is important that you protect your Card and any associated information concerning your Card to prevent unauthorized use, misuse or fraud. You and the Company are responsible for securing your Card and any associated card numbers (including the CVV), login credentials, PINs, security codes or any other security features provided to you in connection with your Card. 

6.2 Prohibited Cardholders  

The U.S. Department of the Treasury’s Office of Foreign Asset Control (“OFAC”) administers and enforces economic sanctions programs against countries and groups of individuals. You represent and warrant that you are not currently and will not become subject to an OFAC list.  Additionally, you represent and warrant that you are not currently and will not become subject to any law, regulation or other list of any government agency that prohibits or limits us from allowing you to use a Card, initiate Transactions associated with the Topkey Account, or from otherwise conducting business with you.

6.3 Legal Compliance 

You agree to follow all laws, regulations, and card network rules that apply to your use of the Card and any Transactions you initiate.

6.4 Third-Party Service Providers

We and the Issuer work with one or more third-party service providers, including Unit Finance Inc. (“Unit”), in connection with your Card. Unit may assist in processing Transactions, handing account operations, and providing technological connections between us, the Issuer and our service providers. By using your Card, you license and authorize us to share your information with Unit and/or other third parties, access information maintained by Unit and/or other third parties, on your behalf as your agent, and you expressly authorize such third parties to disclose your information to us. In particular, you agree that Unit may perform any functions on your Card and the Company’s Topkey Account that we or the Issuer are otherwise authorized to perform and that Unit’s access and use of your information will be governed by the terms of Unit’s Privacy Policy, available at https://www.unit.co/clients-privacy-policy.  These Terms of Use are made solely as between you and us and do not establish a contractual or any other legal relationship between or among you, the Issuer or Unit, or any other third-party service provider.

6.5 Privacy

We will only disclose information about you, your Card and the Transactions you make in accordance with our Privacy Policy, available at https://www.topkey.io/privacy-policy.  By requesting, applying for, or using a Card, you agree to our privacy policy.

6.6 Contacting Us

If you have questions about your Card or Transactions, you may contact the Company or us by support@topkey.io. 

6.7 Amendments to these Terms

We may update or replace these Terms of Use by posting an updated version to our website. Any changes to these Terms of Use will be effective upon posting. Your continued use of the Card will serve as your acceptance of any changes to these Terms of Use.