1. General.

1. The Payroll Card. Subject to payment of fees and these Terms, if permitted by the Platform Provider via the Platform, upon your request we agree to issue your employee or independent contractor (“Payroll Cardholder”), who is an individual, a prepaid or debit personal card co-branded in the brand of the payment card network and the Platform Provider (“Payroll Card”) in physical or virtual form. In these Payroll Card Terms and Conditions, “you” shall mean the Customer.

2. Payroll Card User.

1. The Payroll Card is our property. We may recall or replace any Payroll Card issued to a Payroll Cardholder at any time in our sole discretion. We will notify the Platform Provider if we recall or replace any Payroll Card. Except to the extent restricted by applicable law or contract, we will inform the Platform Provider of the reasons for any such recall or replacement.
2. Our right to refuse to issue a Payroll Card. We may refuse to issue a Payroll Card to a Payroll Cardholder at our sole discretion. Except to the extent restricted by applicable law or contract, we will inform the Platform Provider of the reasons for any such refusal.
3. You may request to suspend or terminate a Payroll Card issued to a Payroll Cardholder. You may make a request to suspend or terminate a Payroll Card issued to a Payroll Cardholder by notifying the Platform Provider.

3. Using the Payroll Card.

1. Use of the Payroll Card is subject to the Customer Payroll Card Terms and Conditions. A Payroll Cardholder may use the Payroll Card only if such Payroll Cardholder has been approved by us and has accepted the Customer Payroll Card Terms and Conditions.
2. Payroll Card Balance.
   1. You confirm that funds transferred to us for the purpose of the Payroll Card are payments owed to a Payroll Cardholder in connection with an employment relationship between you and such Payroll Cardholder or services provided by such Payroll Cardholder to you as a consultant, agent or adviser.
   2. You acknowledge and agree that once any funds are credited by us to the Payroll Card of a Payroll Cardholder at your instruction, all of your rights, title and interest to such funds shall be fully released and all of such rights, title and interest shall transfer to the relevant Payroll Cardholder free and clear of any security interest, lien, claims (pending or threatened), charges, encumbrances, escrow, pledges or any other interest you or any third party may have in the funds.
   3. You are solely responsible for ensuring that the funds have been allocated to the correct Payroll Cardholder. Any instruction given to us with respect to such allocation is irrevocable once we have credited the funds to the Payroll Cardholder indicated on your instruction to us and you may not request us to debit the funds of any Payroll Cardholder to rectify any error without the prior written consent of such Payroll Cardholder.
   4. We are not liable to make up for any shortfall in any Payroll Card’s Available Balance unless such shortfall is due to our gross negligence, willful default or fraud. You are solely liable to any Payroll Cardholder with respect to any dispute or issue arising from the Payroll Card’s Available Balance unless such dispute or issue is attributable solely to our gross negligence, willful default or fraud.
   5. You may fund the Payroll Card’s Available Balance in a Supported Currency by (A) transferring the funds to us via your bank account, or (B) any other method as notified by the Platform Provider from time to time. We reserve the right to decline any funds provided by you if you are in breach of these Terms or doing so may cause us to breach applicable laws.
   6. In the event the Payroll Card is terminated for any reason and regardless of whether the termination was initiated by you, you may not request for the return of any Payroll Card’s Available Balance. We will continue to hold the Payroll Card’s Available Balance for the benefit of the relevant Payroll Cardholder in accordance with the terms of the Customer Payroll Card Terms and Conditions.