UPside Classic and Premium Plan

If you're applying for an UPside Card for yourself, you will be on the Classic and Premium plans described below. All other plans (Clear, Access and Edge) are for teens or students and their family.

Electronic Communications Agreement
Cardholder Agreement

Cardholder Agreement – UPside Premium and Classic Plans

IMPORTANT – PLEASE READ CAREFULLY

1. Terms and Conditions for the UPside Visa^® Prepaid Card.

This document constitutes the agreement ("Agreement") outlining the terms and conditions under which the UPside Visa Prepaid Card has been issued to you. By accepting and using this Card, you agree to be bound by the terms and conditions contained in this Agreement. In this Agreement, "Card" means the UPside Visa Prepaid Card issued to you by MetaBank. "You" and "your" means the person or persons who have received the Card and are authorized to use the Card as provided for in this Agreement. "We," "us," and "our" mean MetaBank, our successors, affiliates or assignees. The Card will remain the property of MetaBank 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.

2. Using 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. Your Card account does not constitute a checking or savings account and is not connected in any way to any other account you may have. The Card is not a gift card, nor is it intended to be used for gifting purposes. The Card is not a credit card. You will not receive any interest on the funds in your Card account. The funds in your Card account will be FDIC insured provided your Card is registered. Your funds will never expire, regardless of the expiration date on the front of your Card. You may register your Card by going to www.UPsideCard.com. The USA PATRIOT ACT, a federal law, requires all financial institutions to obtain, verify, and record information that identifies each person who opens a Card account. When you open a Card account, we will ask for your name, address, date of birth, social security number and other information that will allow us to reasonably identify you. We may also ask to see your driver's license or other identifying documents. We may limit your ability to use your Card or certain Card features until we have been able to successfully verify your identity.

Federal Payments: THE ONLY FEDERAL PAYMENTS THAT MAY BE DEPOSITED TO THIS CARD ARE FEDERAL PAYMENTS FOR THE BENEFIT OF THE PRIMARY CARDHOLDER. If you have questions, please contact us at 866 845 6273.

Authorized Users: You may request an additional Card for another person. You may also permit another person to have access to your Card or Card number. However, if you do, you are liable for all transactions made with the Card or Card number by those persons. You must notify us to revoke permission for any person you previously authorized to use your Card. You are responsible for all transactions and fees incurred by you or any other person you have authorized. If you tell us to cancel another person's use of your Card, we may revoke your Card and issue a new Card with a different number. You are wholly responsible for the use of each Card according to the terms of this Agreement.

Personal Identification Number ("PIN"): We may, at our option, give you a PIN. If we give you a PIN, you may use your Card (i) to obtain cash from any Automated Teller Machine ("ATM") or (ii) at any point-of-sale ("POS") device which requires entry of a PIN, that bears the List all brand marks on the card, including ^® brand. All ATM transactions are treated as cash withdrawal transactions. 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 advise us immediately, following the procedures in the paragraph labeled "Your Liability for Unauthorized Transfers."

Loading Your Card: You may add funds to your Card account, called "value loading", at any time. The amount of each value load must be at least $25.There is no limit on the number of times you may value load your Card. However, the maximum value load you may place on your Card when aggregated with any other Cards you have authorized is restricted to:

$10,000 for direct deposits per month
$1,000 per 24 hours from networks that enable you to load cash at point of sale (up to $3,500 per week and up to $5,000 per month)
$300 per day or $1000 per month for any load initiated from a debit or credit card (please note that this load service may not be available to all cardholders).

You agree to present the Card and meet identification requirements to complete load transactions as may be required from time to time.

Card Account Access: You may use your Card to: (1) withdraw cash from your Card account, (2) make deposits to your Card account, (3) transfer funds between your Card accounts whenever you request, (4) purchase or lease goods or services wherever your Card is honored as long as you do not exceed the value available in your Card account, and (5) pay certain bills through our website directly from your Card account in the amounts and on the days you request. Some of these services may not be available at all terminals.

Your Card cannot be redeemed for cash. You may use your Card to access cash at an ATM. Deposits to your Card account are not permitted at our ATM terminals. You may not use your Card for any illegal transactions, use at casinos, and any gambling activity.

Limitations on frequency of transfers: For security reasons, we may limit the amount or number of transactions you can make with your Card. (1) You may make only 3 cash withdrawals from terminals every 24-hour period. (2) Cash back point of sale is limited to 15 transactions per calendar month.

Limitations on dollar amounts of transfers: (1) You may withdraw up to $400 per transaction, and up to $500 dollars from terminals every 24-hour period. (2) Cash back at point of sale is limited to $60 per transaction and per 24-hour period.

You are responsible for all transactions initiated by use of your Card, except as otherwise set forth herein. If you do not have enough funds available in your Card account, 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 use your Card number without presenting your Card (such as for a mail order or telephone purchase), the legal effect will be the same as if you used the Card itself. Each time you use your Card, you authorize us to reduce the funds available in your Card account by the amount of the transaction. You are not allowed to exceed the available amount in your Card account through an individual transaction or a series of transactions. Nevertheless, if a transaction exceeds the balance of the funds available in your Card account, you shall remain fully liable to us for the amount of the transaction. We reserve the right to bill you for any negative balance.

You agree to pay us promptly for the negative balance. We also reserve the right to cancel this Card and close your Card account should you create one or more negative balances with your Card. You do not have the right to stop payment on any purchase transaction originated by use of your Card, except as otherwise provided herein. 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 for up to 10 days.

3. Preauthorized Transfers

Preauthorized credits: If you have arranged to have direct deposits made to your Card account at least once every 60 days from the same person or company, you can call us at 866 845 6273 to find out whether or not the deposit has been made.

Right to stop payment and procedure for doing so: If you have told us in advance to make regular payments out of your Card account, you can stop any of these payments. Here's how: Call us at 866 845 6273 or write us at 55 Broad St. 7^th Floor, New York, NY 10004 in time for us to receive your request 3 business days or more before the payment is scheduled to be made. If you call, we may also require you to put your request in writing and get it to us within 14 days after you call.

Notice of varying amounts: If these regular payments may vary in amount, the person you are going to pay will 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).

Liability for failure to stop payment of preauthorized transfer: If you order us to stop one of these payments 3 business days or more before the transfer is scheduled, and we do not do so, we will be liable for your losses or damages.

4. Business Days

For purposes of these disclosures our business days are any day, including Saturdays and Sundays, except Federal holidays.

5. 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. The amounts credited to your Card account for refunds may not be available for up to five (5) days from the date the refund transaction occurs.

6. Fees and Limitations

Fee Category/Type	Amount	Typical Use
UPside Visa Prepaid Card Summary of Fees
Total cost of set up:
Card purchase	Free	1/lifetime
Monthly fee
if loading < $500/month	$4.95	1/month
if loading > $500/month	$0.99	1/month
if Premium status¹	Free	1/month
Optional second card
purchase	$1.99	1/lifetime
if loading < $1000/month	$1.99	1/month
if loading > $1000/month	Free	1/month
Add money:
Direct deposit	Free	2/month
Cash using MoneyPak^® or Swipe Reload at 7-Eleven and CVS	$4.95 (charged by store)	1/month
Swipe Reload at Walmart	$3.74 (charged by store)	1/month
Pre-Printed Payroll or Government Check with Walmart Rapid Reload	$3.74 + check cashing fee (charged by store)	6/year
From another UPside card	Free	2/year (IOU's)
From a debit or credit card	$2.80	1/year (for emergencies)
Get cash:
From ATM	$1.95²	2/month
Store Cash Back (up to $60)	Free³	2/month
Spend Money:
Signature	Free	6/month
PIN	Free	8/month
Online Check Service
If Classic status (up to $800 only)	$2.00	1/month
if Premium status¹	1st monthly check Free	1/month
under $500 (Premium Only)	$1.00	1/month
$500.01 to $1000 (Premium Only)	$2.00	1/month
$1000.01 to $1500.00	$3.00	1/month
When traveling abroad	2% on top of exchange rate	1/year
Information:
Call Customer Service
automated IVR access	$0.99	3/year
speaking to live agent	$2.00	1/year
if Premium status¹	Free	3/year
Email / Online / Mobile App	Free	8/month
ATM Balance Inquiry	$0.99²	3/year
Incidentals:
Decline at POS	Free	1/month
Negative balance	Free	2/year
Decline at ATM	$2.00	3/year
Inactivity	Free	1/year
Card replacement	$9.95	if lost
if expedited	$30.00 (additional)	if lost
PIN Change	$0.99 (First free)	1/lifetime
Closing account	Free	1/lifetime
Check issuance at account closure	$12.00	1/lifetime
¹Earn 15,000 UPgrade points to become Premium Member Earn UPgrade points by: Direct Deposit = 2000 UPgrade points per load (over $200) + 1 UPgrade point per $1 MoneyPak loads = 1 UPgrade point per $1 Credit/Debit Card loads = 1 UPgrade points per $1	²Fees charged by ATM network may apply. Withdraw up to $400/transaction; $500/day. ³Up to $60/transaction; 15 transactions/month.
Questions?: cs@upsidecard.com or call 866-845-6273

ATM Fees: When you use an ATM, you may be charged a fee by the ATM operator or any network used to complete the transaction (and you may be charged a fee for a balance inquiry even if you do not complete a fund transfer).

International Transaction Fee: If you obtain your funds (or make a purchase) in a currency or country other than the currency or country in which your Card was issued, or make a purchase from a merchant using a bank that uses currency other than the currency in which your Card was issued, the amount deducted from your funds will be converted by Visa U.S.A. Inc. ("Visa") into an amount in the currency of your Card. Visa U.S.A. Inc. will establish a currency conversion rate for this convenience using a rate selected by Visa U.S.A Inc. from the range of rates available in wholesale currency markets for the applicable central processing date which may vary from the rate Visa U.S.A. Inc. itself receives, or the government-mandated rate in effect for the applicable central processing date, in each instance, plus or minus any adjustment determined by the issuer. This percentage amount is independent of any amount taken by the issuer in accordance with the following section of these Terms & Conditions.

If you obtain your funds or, make a purchase in a currency or country other than the currency or country in which your Card was issued, or make a purchase from a merchant using a bank that uses currency other than the currency in which your Card was issued, the issuer may increase the currency conversion rate (described in the immediately preceding section) up to an additional 2% and will retain this amount as compensation for its services. This charge is independent of the currency conversion rate established by Visa U.S.A. Inc.

7. Receipts

You should get a receipt at the time you make a transaction or obtain cash using your Card. You agree to retain your receipt 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.

8. Obtaining Card Account Information

You may obtain information about the amount of money you have remaining in your Card account by calling 866 845 6273. This information, along with a 60-day history of account transactions, is also available on-line at www.UPsideCard.com. You may request a written history of your transactions at any time by logging onto your online account and selecting the "Statements" tab, by calling 866-845-6273 or by writing to UPside^™, 55 Broad St. 7^th Floor, New York, NY 10004.

9. Confidentiality

We may disclose information to third parties about your Card account or the transactions you make:

Where it is necessary for completing transactions;
In order to verify the existence and condition of your Card account for a third party, such as merchant;
In order to comply with government agency or court orders, or other legal reporting requirements;
If you give us your written permission;
To our employees, auditors, affiliates, service providers, or attorneys as needed.

10. Our Liability for Failure to Complete Transactions

If, through no fault of ours, you do not have enough funds available in your Card account to complete the transaction;
If a merchant refuses to accept your Card;
If an ATM where you are making a cash withdrawal does not have enough cash;
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;
If access to your Card has been blocked after you reported your Card or PIN lost or stolen;
If there is a hold or your funds are subject to legal process or other encumbrance restricting their use;
If we have reason to believe the requested transaction is unauthorized;
If circumstances beyond our control (such as fire, flood or computer or communication failure) prevent the completion of the transaction, despite reasonable precautions that we have taken;
Any other exception stated in our Agreement with you.

11. Lost or Stolen Cards; Unauthorized Transfers.

If you believe your Card or PIN has been lost or stolen, call: 866 845 6273 or write: 55 Broad St. 7^th Floor, New York, NY 10004. You should also call the number or write to the address listed above if you believe a transfer has been made using the information from your Card or PIN without your permission.

Your Liability for Unauthorized Visa Prepaid Card Transactions: Tell us, AT ONCE, if you believe your Visa Card has been lost or stolen or of any unauthorized transactions. Your liability for unauthorized transactions that take place on the Visa system is zero dollars ($0). We may require you to provide a written statement regarding claims of unauthorized transactions. These provisions limiting your liability do not apply to ATM, POS, PINless, or any other debit transactions not processed by Visa. In addition to this paragraph, we may also be responsible to you for unauthorized transactions (see "Your Liability for Unauthorized Transfers" paragraph below).

Your Liability for Unauthorized Transfers: Tell us AT ONCE if you believe your Card or PIN has been lost or stolen, or if you believe that an electronic fund transfer has been made without your permission. Telephoning toll-free at 866 845 6273 is the best way of keeping your possible losses down. You could lose all the money in your Card account. If you tell us within 2 business days after you learn of the loss or theft of your Card or PIN, you can lose no more than $50 if someone used your Card or PIN without your permission. If you do NOT tell us within 2 business days after you learn of the loss or theft of your Card or PIN, and we can prove we could have stopped someone from using your Card or PIN without your permission if you had told us, you could lose as much as $500. Also, if your electronic history shows transfers that you did not make, including those made by your Card or other means, tell us at once. If you do not tell us within 60 days of the earlier of the date you electronically access your account, if the unauthorized transfer could be viewed in your electronic history, or the date we sent the FIRST written history on which the unauthorized transfer 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 reason (such as a long trip or a hospital stay) kept you from telling us, we will extend the time periods for a reasonable period.

12. Unclaimed Property

Your Card is subject to unclaimed property laws where your Card has been registered, or the laws of the state where we are located/incorporated if the Card is not registered. Should your Card have a remaining balance after a certain period of time, we may be required to remit remaining funds to the appropriate state agency.

13. 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 shall be determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, the validity or enforceability of any other provision of this Agreement shall not be affected. This Agreement will be governed by the law of the State of South Dakota except to the extent governed by federal law.

14. Amendment and Cancellation

We may amend or change the terms of this Agreement at any time without prior notice to you except as required by applicable law.

We may cancel or suspend your Card or this Agreement at any time without prior notice to you except as required by applicable law. You may cancel this Agreement by returning the Card to us. Your termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to termination. Should your Card account be closed, we will issue you a credit for any unpaid balances, subject to fees as disclosed in this Agreement.

15. Information About Your Right to Dispute Errors

In case of errors or questions about your Card telephone us at 866 845 6273 or write us at 55 Broad St. 7^th Floor, New York, NY 10004 as soon as possible, if you think an error has occurred in your Card account. We must hear from you no later than 60 days after the earlier of the date you electronically access your 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 contacting us at the number or address above. You will need to tell us the following: (1) your name, (2) your Card number, (3) why you believe there is an error, (4) the dollar amount involved, and (5) approximately when the error took place. If you tell us orally, we may require that you send us 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 account within 10 business days for the amount you think is in error, so that you will have the money during the time it takes us to complete our investigation. Funds will remain contingent on whether we determine if an error occurred. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not credit your account.

For errors involving new accounts, POS, or foreign-initiated transactions, we may take up to 90 days to investigate your complaint or question. For new accounts, we may take up to 20 business days to credit your account for the amount you think is in error. We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents we used in our investigation. If you have any further questions regarding our error resolution procedures, please contact us by calling 866 845 6273.

16. Privacy and Data Protection

WHAT DOES METABANK™ DO WITH YOUR PERSONAL INFORMATION?
Why? Financial companies choose how they share your personal information. Federal law gives consumers 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.

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

Social Security number and other personal information such as name, address and, phone number and
Transaction activity

When you are no longer our customer, we continue to share your information as described in this notice.

How? 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 information; the reasons MetaBank chooses to share; and whether you can limit this sharing.

Privacy Definitions
Affiliates: Companies related by common ownership or control. They can be financial and nonfinancial companies.

MetaBank has no affiliates with which it shares your personal information.

Nonaffiliates: Companies not related by common ownership or control. They can be financial and nonfinancial companies.

MetaBank does not share your personal information with nonaffiliates.

Joint marketing: A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

We may partner with nonaffiliated financial companies to jointly market financial products or services to you.

Reasons we can share your personal information	Does MetaBank share?	Can you limit this sharing?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	YES	NO
For our marketing purposes – to offer our products and services to you	YES	NO
For joint marketing with other financial companies	YES	NO
For our affiliates' everyday business purposes – information about your transactions and experiences	NO	We do not share
For our affiliates' everyday business purposes – information about your creditworthiness	NO	We do not share
For our affiliates to market to you	NO	We do not share
For our non affiliates to market to you	NO	We do not share

Questions? Call 866 845 6273 or go to www.UPsideCard.com.

Who is providing this notice? This privacy policy is provided by MetaBank and applies to your UPside Visa prepaid card and related products and services.

How does MetaBank protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

How does MetaBank collect my personal information?
We collect your personal information, for example, when you

open an account or use your prepaid card
Make a purchase or other transaction
Provide us your name or other information.

Why can't I limit all sharing? Federal law gives you the right to limit only

Sharing for affiliates' everyday business purposes—information about your creditworthiness.
Affiliates from using your information to market to you.
Sharing for nonaffiliates to market to you.

State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law.

Other Important Information
If you are a resident of California or Vermont, we will not share with nonaffiliates except for our own marketing purposes, our everyday business purposes, or with your consent. Nevada residents: We are providing this notice pursuant to Nevada law.

17. 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.

18. 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.

19. Arbitration

Purpose: This Arbitration Provision sets forth the circumstances and procedures under which claims (as defined below) may be arbitrated instead of litigated in court.

Definitions: As used in this Arbitration Provision, the term "Claim" means any claim, dispute or controversy between you and us 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 Agreements. "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 in the Card accounts; (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 the court.

As used in the Arbitration Provision, the terms "we" and "us" shall for all purposes mean the Bank, 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.

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 the 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 30 days after you receive notice of our election to select either of the other organizations 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; (ii) AAA at 335 Madison Avenue, New York, NY 10017; website at www.adr.org.

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 THE 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. 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.

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.

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.

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 fifteen (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 twenty (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 thirty (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 an arbitration pursuant to its Code and issue its decision within one hundred twenty (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.

Continuation: This Arbitration Provision shall survive termination of your Card as well as voluntary payment of any 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 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.

This Card is issued by MetaBank, member FDIC.
5501 S. Broadband Lane
Sioux Falls, SD 57108
866 845 6273
www.UPsideCard.com

© 2013 MetaBank

ELECTRONIC COMMUNICATIONS AGREEMENT

Agreement to Electronic Communications

By checking the Electronic Communications Agreement checkbox below, you agree and provide your electronic signature to this Electronic Communications Agreement. Under this Electronic Communications Agreement, you agree that we may provide agreements and disclosures related to the cards, accounts and all related services to you electronically instead of in paper form. During the term that you maintain an account with us for the Service, you agree to provide us with and maintain valid email address where we may deliver these agreements and disclosures to you and that you will promptly notify us of any change in your email address. You understand that our ability to provide you this information is dependent upon this maintenance of a valid email address.

Electronic Records and Communications Act Disclosures

You consent, understand and agree that: (i) this Agreement will be entered into electronically, (ii) you meet the minimum access requirements specified below, (iii) the consent shall last until you withdraw consent, and (iv) the following categories of information will be provided by electronic communication:

Agreement and Disclosures and amendments thereto
Privacy Policy of MetaBank and Plastyc Inc.
Balance, activity and certain other information on your account(s)
Periodic statements, authorizations and transaction history for your account(s)
Notices to you of the resolution of any claimed error on your periodic statements
Notices with respect to any changes to the Agreement or any other notices or communications required or permitted by law or regulation including, without limitation, notices of changes in terms provided under Regulation E or Regulation DD
Inquiries or notices to you about transactions made

We may mail paper copies of any of the foregoing at our discretion.

You have the right to withdraw your consent to have future instances of the above-referenced categories of information made available to you by electronic communication. If you withdraw your consent, you will no longer be able to utilize your online personal check service. In addition, you may experience a delay in obtaining information regarding your Accounts. Your withdrawal shall not apply to information properly provided before the withdrawal takes effect.

To withdraw your consent, please email us at cs@upsidecard.com. To update your contact information, call us at 1-866-845-6273. The withdrawal of consent will take effect no more than fourteen (14) calendar days after you provide us with notice of the withdrawal.

You may obtain a paper copy of any electronic communications (including a copy of this Agreement) free of charge by providing a written request addressed to Pastyc Inc, 55 Broad St 23^rd Floor, New York NY 10004. Such a request will not be considered a withdrawal of consent to receive information by electronic communication unless you expressly withdraw your consent in such request.

In order to receive the categories of information referenced above by electronic communication, you must have the following hardware and software requirements:

a personal computer
Microsoft Windows 2000, Microsoft Windows XP with Service Packs 1 and 2, Microsoft Vista, Microsoft Windows 7, or Mac OS 10.X or higher
a secure (encrypted) Web Browser (FireFox 3.6 or higher, Internet Explorer 8.0 or higher, Chrome 4.0 or higher, Safari 4.0 (Mac) or higher)
Internet access through an Internet Service Provider (ISP)
a valid email address
for viewing electronic account statements, Adobe Reader. To download a free copy of Adobe Reader, please click here

We may change these requirements from time to time. If any of these requirements change, we will provide you with advance notice of the change.

Cardholder Agreement - UPside Clear Plan

IMPORTANT - PLEASE READ CAREFULLY

1. Terms and Conditions for the UPside Clear Visa^® Prepaid Card

This document constitutes the agreement ("Agreement") outlining the terms and conditions under which the UPside Visa Prepaid Card has been issued to you under the UPside Clear plan. By accepting and using this Card, you agree to be bound by the terms and conditions contained in this Agreement. In this Agreement, "Card" means the UPside Visa Prepaid Card issued to you by MetaBank. "You" and "your" means the person or persons who have received the Card and are authorized to use the Card as provided for in this Agreement. "We," "us," and "our" mean MetaBank, our successors, affiliates or assignees. The Card will remain the property of MetaBank 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.

2. Using 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. Your Card account does not constitute a checking or savings account and is not connected in any way to any other account you may have. The Card is not a gift card, nor is it intended to be used for gifting purposes. The Card is not a credit card. You will not receive any interest on the funds in your Card account. The funds in your Card account will be FDIC insured provided your Card is registered. Your funds will never expire, regardless of the expiration date on the front of your Card. You may register your Card by going to www.upsideaccount.com. The USA PATRIOT ACT, a federal law, requires all financial institutions to obtain, verify, and record information that identifies each person who opens a Card account. When you open a Card account, we will ask for your name, address, date of birth, social security number and other information that will allow us to reasonably identify you. We may also ask to see your driver's license or other identifying documents. We may limit your ability to use your Card or certain Card features until we have been able to successfully verify your identity.

Authorized Users: You may permit another person, including a minor, provided however that no authorized minor should be under the age of thirteen (13), to have access to your Card or Card number. You remain liable for all transactions made with the Card or Card number by those persons. You must notify us to revoke permission for any person you previously authorized to use your Card. You are responsible for all transactions and fees incurred by you or any other person you have authorized. If you tell us to cancel another person's use of your Card, we may revoke your Card and issue a new Card with a different number. You are wholly responsible for the use of each Card according to the terms of this Agreement.

Personal Identification Number ("PIN"): We may, at our option, give you a PIN. If we give you a PIN, you may use your Card at any Point-of-Sale (POS) device which requires entry of a PIN. You are responsible for the confidentiality of the Card's PIN. 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 advise us immediately, following the procedures in the paragraph labeled "Your Liability for Unauthorized Transfers."

Loading Your Card: You may add funds to your Card account, called "value loading", at any time. The amount of each value load must be at least $25 and no more than $500. There is no limit on the number of times you may value load your Card, provided that you do not value-load your card in excess of $500 during any 24-hour period or $2,500 during any 30-day period. The maximum balance on your Card is restricted to $1,000. You agree to present the Card and meet identification requirements to complete load transactions as may be required from time to time. Loading of the Card can be done by accessing www.upsideaccount.com, where you are given the option of designating a U.S. bank account and initiating ACH (Automated Clearing House) transactions to move funds from your U.S. checking or savings account into your Card. Alternatively you may also designate one of your US credit or debit cards to load funds. When transferring funds from your bank account via ACH to the Card, you are responsible for insuring that there are sufficient funds in your bank account to cover the transfer. In addition, we may delay posting your ACH transfer to your card for 4 business days to allow for the transfer to clear. We reserve the right to delay the ACH posting beyond 10 business days in our sole discretion if we believe that the transfer may be returned.

When you establish your linked bank account on the www.upsideaccount.com website, you are also affirming that you have the authority to draw funds from that account. Each reload from your checking account or debit or credit card is authorized by either logging onto the web site and using your User ID and Password or by virtue of having defined recurrent value loads to take place at chosen intervals.

Card Account Access: You may use your Card to: (1) make deposits to your Card account, (2) transfer funds between your Card accounts whenever you request, (3) purchase or lease goods or services wherever your Card is honored as long as you do not exceed the value available in your Card account, and (4) pay certain bills by phone directly or from the merchant website. Some of these services may not be available to all cardholders.

Your Card cannot be redeemed for cash. You may not use your Card to access cash at an ATM. Deposits to your Card account are not permitted at our ATM terminals. You may not use your Card for any illegal transactions, use at casinos, and any gambling activity.

Limitations on frequency of transfers: For security reasons, we may limit the amount or number of transactions you can make with your Card.

You are responsible for all transactions initiated by use of your Card, except as otherwise set forth herein. If you permit someone else to use your Card we will treat this as if you have authorized such use and you will be responsible for any transactions made subject to such use. If you do not have enough funds available in your Card account, 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.

3. Preauthorized Transfers

Preauthorized credits: If you have arranged to have direct deposits made to your Card account at least once every 60 days from the same person or company, you can call us at 866 845 6273 to find out whether or not the deposit has been made.

Right to stop payment and procedure for doing so: If you have told us in advance to make regular payments out of your Card account, you can stop any of these payments. Here's how: Call us at 866 845 6273 or write us at 55 Broad St. 7th Floor, New York, NY 10004 in time for us to receive your request 3 business days or more before the payment is scheduled to be made. If you call, we may also require you to put your request in writing and get it to us within 14 days after you call.

4. Business Days

For purposes of these disclosures our business days are any day, including Saturdays and Sundays, except Federal holidays.

5. Returns and Refunds

6. Fees and Limitations

Fee Category/Type	Amount	Typical Use
UPside Visa Prepaid Card – Clear Plan Summary of Fees
Total cost of set up:
Card purchase	Free
Maintenance fee	Free
Add money:
Maximum amount to be loaded per 24 hours is $500, regardless of the funding source to be used.
Direct deposit	Free	2/month
From another UPside card	Free	2/year (IOU's)
From a debit or credit card	$2.50	2/year (for emergencies)
Get cash:
From ATM (unavailable for this plan)	N/A
Spend Money:
Signature	Free	6/month
PIN	Free	8/month
Paper check (unavailable for this plan)	N/A
When traveling abroad	2% on top of exchange rate	1/year
Information:
Call Customer Service
automated IVR access	$0.99	3/year
speaking to live agent	$2.00	1/year
Email / Online / Mobile App	Free	8/month
ATM Balance Inquiry (unavailable for this plan)	N/A
Incidentals:
Decline at POS	Free	1/month
Decline at ATM	$2.00	3/year
Inactivity
< 6 months	Free
> 6 months	$2.99/month	1/year
Card replacement	$8.95	if lost
if expedited	$30.00 (additional)	if lost
PIN Change	$0.99 (First free)	1/lifetime
Closing account	Free	1/lifetime
Check Issuance at Account Closure	$12.00	1/lifetime
¹Anticipated usage by cardholders. Fee amounts remain the same, regardless of frequency of use.
Questions?: cs@upsidecard.com or call 866-845-6273

7. Receipts

8. Obtaining Card Account Information.

You may obtain information about the amount of money you have remaining in your Card account by calling 866 845 6273. This information, along with a 60-day history of account transactions, is also available on-line at www.upsideaccount.com. You may request a written history of your transactions at any time by logging onto your online account and selecting the "Statements" tab, by calling 866-845-6273 or by writing to UPside^™, 55 Broad St. 7^th Floor, New York, NY 10004.

9. Confidentiality

We may disclose information to third parties about your Card account or the transactions you make: (1) Where it is necessary for completing transactions; (2) In order to verify the existence and condition of your Card account for a third party, such as merchant; (3) In order to comply with government agency or court orders, or other legal reporting requirements; (4) If you give us your written permission; or (5) To our employees, auditors, affiliates, service providers, or attorneys as needed.

10. Our Liability for Failure to Complete Transactions

If we do not complete a transaction to or from your Card account on time or in the correct amount according to our Agreement with you, we will be liable for your losses and damages proximately caused by us. However, there are some exceptions. We will not be liable, for instance: (1) If, through no fault of ours, you do not have enough funds available in your Card account to complete the transaction; (2) If a merchant refuses to accept your Card; (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 PIN 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 have reason to believe the requested transaction is unauthorized; (8) If circumstances beyond our control (such as fire, flood or computer or communication failure) prevent the completion of the transaction, despite reasonable precautions that we have taken; (9) Any other exception stated in our Agreement with you.

11. Lost or Stolen Cards; Unauthorized Transfers.

12. Unclaimed Property

13. Other Terms

14. Amendment and Cancellation

We may amend or change the terms of this Agreement at any time without prior notice to you except as required by applicable law. We may cancel or suspend your Card or this Agreement at any time without prior notice to you except as required by applicable law. You may cancel this Agreement by returning the Card to us. Your termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to termination. Should your Card account be closed, we will issue you a credit for any unpaid balances, subject to fees as disclosed in this Agreement.

15. Information About Your Right to Dispute Errors

16. Privacy and Data Protection

WHAT DOES METABANK^™ DO WITH YOUR PERSONAL INFORMATION?

Why? Financial companies choose how they share your personal information. Federal law gives consumers 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.

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

Social Security number and other personal information such as name, address and, phone number and
Transaction activity

When you are no longer our customer, we continue to share your information as described in this notice.

Privacy Definitions:

Affiliates: Companies related by common ownership or control. They can be financial and nonfinancial companies.

MetaBank has no affiliates with which it shares your personal information.

Nonaffiliates: Companies not related by common ownership or control. They can be financial and nonfinancial companies.

MetaBank does not share your personal information with nonaffiliates.

Joint marketing: A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

We may partner with nonaffiliated financial companies to jointly market financial products or services to you.

Reasons we can share your personal information	Does MetaBank share?	Can you limit this sharing?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	YES	NO
For our marketing purposes – to offer our products and services to you	YES	NO
For joint marketing with other financial companies	YES	NO
For our affiliates' everyday business purposes – information about your transactions and experiences	NO	We do not share
For our affiliates' everyday business purposes – information about your creditworthiness	NO	We do not share
For our affiliates to market to you	NO	We do not share
For our non affiliates to market to you	NO	We do not share

Questions? Call 866 845 6273 or go to www.upsideaccount.com.

Who is providing this notice? This privacy policy is provided by MetaBank and applies to your UPside Visa prepaid card and related products and services.

How does MetaBank collect my personal information? We collect your personal information, for example, when you

open an account or use your prepaid card
Make a purchase or other transaction
Provide us your name or other information

Why can't I limit all sharing? Federal law gives you the right to limit only

Sharing for affiliates' everyday business purposes—information about your creditworthiness
Affiliates from using your information to market to you
Sharing for nonaffiliates to market to you

State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law.

Other Important Information If you are a resident of California or Vermont, we will not share with nonaffiliates except for our own marketing purposes, our everyday business purposes, or with your consent. Nevada residents: We are providing this notice pursuant to Nevada law.

17. 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.

17. 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.

18. 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.

19. Arbitration

Purpose: This Arbitration Provision sets forth the circumstances and procedures under which claims (as defined below) may be arbitrated instead of litigated in court.

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 discover 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 fifteen (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 twenty (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 thirty (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 an arbitration pursuant to its Code and issue its decision within one hundred twenty (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.

This Card is issued by MetaBank, member FDIC.
5501 S. Broadband Lane
Sioux Falls, SD 57108
866 845 6273
www.upsideaccount.com

© 2013 MetaBank

Cardholder Agreement – UPside Edge & Access Plans

IMPORTANT - PLEASE READ CAREFULLY

1. Terms and Conditions for the UPside Visa^® Prepaid Card

This document constitutes the agreement ("Agreement") outlining the terms and conditions under which the UPside Visa Prepaid Card has been issued to you under the UPside Edge & Access plans. By accepting and using this Card, you agree to be bound by the terms and conditions contained in this Agreement. In this Agreement, "Card" means the UPside Visa Prepaid Card issued to you by MetaBank. "You" and "your" means the person or persons who have received the Card and are authorized to use the Card as provided for in this Agreement. "We," "us," and "our" mean MetaBank, our successors, affiliates or assignees. The Card will remain the property of MetaBank 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.

2. Using 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. Your Card account does not constitute a checking or savings account and is not connected in any way to any other account you may have. The Card is not a gift card, nor is it intended to be used for gifting purposes. The Card is not a credit card. You will not receive any interest on the funds in your Card account. The funds in your Card account will be FDIC insured provided your Card is registered. Your funds will never expire, regardless of the expiration date on the front of your Card. You may register your Card by going to www.upsideaccount.com. The USA PATRIOT ACT, a federal law, requires all financial institutions to obtain, verify, and record information that identifies each person who opens a Card account. When you open a Card account, we will ask for your name, address, date of birth, social security number and other information that will allow us to reasonably identify you. We may also ask to see your driver's license or other identifying documents. We may limit your ability to use your Card or certain Card features until we have been able to successfully verify your identity.

Personal Identification Number ("PIN"): We may, at our option, give you a PIN. If we give you a PIN, you may use your Card (i) to obtain cash from any Automated Teller Machine ("ATM") or (ii) at any point-of-sale ("POS") device which requires entry of a PIN, that bears the Visa brand marks on the card. All ATM transactions are treated as cash withdrawal transactions. 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 advise us immediately, following the procedures in the paragraph labeled "Your Liability for Unauthorized Transfers."

Loading Your Card: You may add funds to your Card account, called "value loading", at any time. The amount of each value load must be at least $25 and no more than $500. There is no limit on the number of times you may value load your Card provided that you do not value-load your card in excess of $500 during any 24-hour period or $3,000 during any 30-day period. The maximum balance on your Card is restricted to $2,000 for Access and $5000 for Edge. You agree to present the Card and meet identification requirements to complete load transactions as may be required from time to time. Loading of the Card can be done by accessing www.upsideaccount.com, where you are given the option of designating a U.S. bank account and initiating ACH (Automated Clearing House) transactions to move funds from your U.S. checking or savings account into your Card. Alternatively you may also designate one of your US credit or debit cards to load funds. When transferring funds from your bank account via ACH to the Card, you are responsible for insuring that there are sufficient funds in your bank account to cover the transfer. In addition, we may delay posting your ACH transfer to your card for 4 business days to allow for the transfer to clear. We reserve the right to delay the ACH posting beyond 10 business days in our sole discretion if we believe that the transfer may be returned.

Limitations on frequency of transfers: For security reasons, we may limit the amount or number of transactions you can make with your Card. You may make only 3 cash withdrawals from terminals every 24-hour period.

Limitations on dollar amounts of transfers: (1) You may withdraw up to $200 per transaction, and up to $500 dollars from terminals every 24-hour period.

3. Preauthorized Transfers

Right to stop payment and procedure for doing so: If you have told us in advance to make regular payments out of your Card account, you can stop any of these payments. Here's how: Call us at 866 845 6273 or write us at 55 Broad St. 7th Floor, New York, NY 10004 in time for us to receive your request 3 business days or more before the payment is scheduled to be made. If you call, we may also require you to put your request in writing and get it to us within 14 days after you call.

4. Business Days

For purposes of these disclosures our business days are any day, including Saturdays and Sundays, except Federal holidays.

5. Returns and Refunds

6. Fees and Limitations

Fee Category/Type	Amount	Typical Use
UPside Visa Prepaid Card – Edge & Access Plans Summary of Fees
Total cost of set up:
Card purchase	Free	1/lifetime
Maintenance fee
Edge Plan	$29.95	1/year
Access Plan	$2.99	1/month
Add money:
Maximum amount to be loaded per 24 hours is $500, regardless of the funding source to be used.
Direct deposit	Free	2/month
From another UPside card	Free	2/year (IOU's)
From a debit or credit card	$2.50	2/year (for emergencies)
Get cash:
From ATM	$1.95²	2/month
Spend Money:
Signature	Free	6/month
PIN	Free	8/month
Online Check Service (ages 18+)	$1.00	1/month
When traveling abroad	2% on top of exchange rate	1/year
Information:
Call Customer Service
automated IVR access	$0.99	3/year
speaking to live agent	$2.00	1/year
Email / Online / Mobile App	Free	8/month
ATM Balance Inquiry	$0.99	3/year
Incidentals:
Decline at POS	Free	1/month
Negative balance	Free	2/year
Decline at ATM	$2.00	3/year
Inactivity
Edge Plan < 6 months	Free
Edge Plan > 6 months	$2.50/month	1/year
Access Plan	Free
Card replacement	$8.95	if lost
if expedited	$30.00 (additional)	if lost
PIN Change	$0.99 (First free)	1/lifetime
Closing account	$8.95	1/lifetime
Check Issuance at Account Closure	$12.00	1/lifetime
¹Anticipated usage by cardholders. Fee amounts remain the same, regardless of frequency of use. ²Fees charged by ATM network may apply. Withdraw up to $200/transaction; $500/day.
Questions?: cs@upsidecard.com or call 866-845-6273

7. Receipts

8. Obtaining Card Account Information.

You may obtain information about the amount of money you have remaining in your Card account by calling 866 845 6273. This information, along with a 60-day history of account transactions, is also available on-line at www.upsideaccount.com. You may request a written history of your transactions at any time by logging onto your online account and selecting the "Statements" tab, by calling 866-845-6273 or by writing to UPside^™, 55 Broad St. 7^th Floor, New York, NY 10004.

9. Confidentiality

10. Our Liability for Failure to Complete Transactions

11. Lost or Stolen Cards; Unauthorized Transfers.

12. Unclaimed Property

13. Other Terms

14. Amendment and Cancellation

15. Information About Your Right to Dispute Errors

16. Privacy and Data Protection

WHAT DOES METABANK^™ DO WITH YOUR PERSONAL INFORMATION?

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

Social Security number and other personal information such as name, address and, phone number and
Transaction activity

When you are no longer our customer, we continue to share your information as described in this notice.

Privacy Definitions:

Affiliates: Companies related by common ownership or control. They can be financial and nonfinancial companies.

MetaBank has no affiliates with which it shares your personal information.

Nonaffiliates: Companies not related by common ownership or control. They can be financial and nonfinancial companies.

MetaBank does not share your personal information with nonaffiliates.

Joint marketing: A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

We may partner with nonaffiliated financial companies to jointly market financial products or services to you.

Reasons we can share your personal information	Does MetaBank share?	Can you limit this sharing?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	YES	NO
For our marketing purposes – to offer our products and services to you	YES	NO
For joint marketing with other financial companies	YES	NO
For our affiliates' everyday business purposes – information about your transactions and experiences	NO	We do not share
For our affiliates' everyday business purposes – information about your creditworthiness	NO	We do not share
For our affiliates to market to you	NO	We do not share
For our non affiliates to market to you	NO	We do not share

Questions? Call 866 845 6273 or go to www.upsideaccount.com.

Who is providing this notice? This privacy policy is provided by MetaBank and applies to your UPside Visa prepaid card and related products and services.

How does MetaBank collect my personal information? We collect your personal information, for example, when you

open an account or use your prepaid card
Make a purchase or other transaction
Provide us your name or other information

Why can't I limit all sharing? Federal law gives you the right to limit only

Sharing for affiliates' everyday business purposes—information about your creditworthiness
Affiliates from using your information to market to you
Sharing for nonaffiliates to market to you

State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law.

Other Important Information If you are a resident of California or Vermont, we will not share with nonaffiliates except for our own marketing purposes, our everyday business purposes, or with your consent. Nevada residents: We are providing this notice pursuant to Nevada law.

17. 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.

18. 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.

19. Arbitration

Purpose: This Arbitration Provision sets forth the circumstances and procedures under which claims (as defined below) may be arbitrated instead of litigated in court.

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 fifteen (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 twenty (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 thirty (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 an arbitration pursuant to its Code and issue its decision within one hundred twenty (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.

This Card is issued by MetaBank, member FDIC.
5501 S. Broadband Lane
Sioux Falls, SD 57108
866 845 6273
www.upsideaccount.com

© 2013 MetaBank

Rewards Program Terms of Use

The Cash-back points Program is a service provided through Plastyc Inc. as part of the iBankUP and UPside Card services.

HOW TO EARN CASH BACK POINTS

Cash Back points may be earned through the following activities:

Value loads on your UPside Visa^® prepaid card (only available to UPside Edge cardholders). 1 point is earned for every dollar deposited. Please note that this excludes any possible value load fee.
Sponsoring of a friend who successfully applies for the card and activates the card once it has been received. Cash-back points earned for each sponsoring event may vary depending on promotions.
Making purchases through the UPside Mall. The point/dollar ratio varies depending on the merchant and/or where the purchase was made. Please note that points are only accrued when the shopping process is initiated from the UPside mall. Any purchase made by accessing the merchant website directly is not eligible for earning Cash Back points.
Please note that Cash Back points may not register to your account for up to 30 days, if applicable.

Cash back points are valid for two years starting from the date they were accrued.

REDEMPTION OF CASH BACK POINTS

Cash Back points can be redeemed for a monetary value credited to the cardholder's prepaid account balance for two years following the date they were accrued.

Please note that Cash Back points are not an accepted form of currency for UPside Mall merchants. Instead, you can redeem your points into your card balance, and then use the resulting dollars to make purchases with your UPside Card at any merchant, whether they are listed in the UPside Mall or not.

GENERAL TERMS

The Cash Back points Program and rewards are offered at the sole discretion of Plastyc which reserves the right to modify, suspend, cancel, or change the Program and the redemption value of Cash Back points (including already accumulated Cash Back points) at any time without notice and without restriction or penalty. Changes to the Program may include without limitation modifications that affect Cash Back points accrual and/or that result in the cancellation of any outstanding, unredeemed Cash Back points. Cash Back points may be forfeited due to (i) fraud, (ii) misuse, (iii) violations of these Rules, the agreement governing your Account, or the Cardholder Agreement, or (iv) any other reason in Plastyc's discretion. Cash Back points are non-transferable, have no cash value and cannot be exchanged for cash or credit other than as provided in these Rules, may not be used with any other offer, promotion or discount, cannot be combined with cash to obtain an Award, cannot be earned from or transferred to any credit or debit card or other accounts, and cannot be transferred or used in conjunction with any other loyalty programs. Cash Back points accumulated under any other loyalty programs may not be transferred or used in conjunction with the Cash Back points Program.

You agree that your UPSide card account may be charged for the actual cash difference between the cost of the reward redeemed and the net value of the actual Cash Back points available in the event you redeem unearned Cash Back points.

You agree to hold Plastyc, Inc. and any third parties associated with the Program harmless if the Program is interrupted, terminated, suspended or cancelled for any reason prior to your redemption of any accumulated or pending Cash Back points. You are responsible for any applicable federal, state or local taxes related to participation in the Cash Back points Program. Your redemption of Cash Back points following receipt of these Rules will indicate your agreement to these Rules.

For further information regarding the Cash Back points Program, please contact UPSide Customer Service

Web Site Terms Of Use

This website is operated by Plastyc, Inc, a Delaware Corporation, which also operates the UPside Card program in cooperation with certain third parties.

Consent

Please read these terms of use ("terms of use") carefully before using this web site ("this site"). By accessing this site, you agree to be bound by these terms of use. If you do not agree to these terms of use, do not access this site. If you have not reached your 18th birthday, the parent, guardian or tutor who will complete or has completed the enrollment into the UPside Card service, must himself or herself agree to these terms of use.

Plastyc, Inc reserves the right to change these terms of use at any time, at its own discretion and without individual notice to you; however, all such changes will be posted to this site. Plastyc encourages you and your parent, guardian or tutor, as applicable, to review the terms of use from time to time so that you are aware of any such changes. The terms of use that are applicable to you at any given time are the then-current terms of use.

Plastyc retains the right to deny access to this site to anyone at its complete discretion for any reason, including for violation of any of these terms of use. This site provides links to various other web sites, whether affiliated with Plastyc or otherwise. These other web sites may have their own terms of use policies which are different from, or in addition to, the terms of use specified herein.

Copyright, Trademarks, and Intellectual Property Rights.

Copyright © 2013 Plastyc, Inc. All Rights Reserved. All text, formatting (including without limitation the selection, coordination and arrangement of materials on the site, and the "look and feel" of the site), images, graphics, animation, videos, music, sounds, trademarks, logos, and subsidiary, parent, or affiliate company names and other materials on this site are subject to the intellectual property rights of Plastyc, Inc., its affiliates, and their respective licensors and licensees. These materials may not be copied, reverse engineered, decompiled, or disassembled, nor may these materials be modified, re-posted to other web sites, framed, deep linked to, pirated, or otherwise redistributed in any form. Nothing contained on the Web site shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any Plastyc or Plastyc's licensors trademark, intellectual property right or copyrighted material without Plastyc's prior written permission. Any unauthorized use of these materials will violate Plastyc's intellectual property rights and will be subject to Plastyc's full legal rights and remedies.

Limited Representations and Warranties

Plastyc represents and warrants that the content displayed on this site as it relates to UPside card accounts in good standing, inclusive of their associated loyalty points transactions and balances, reflects accurately the latest states of such accounts, as made available to the Plastyc website servers, to the extent that users have correctly logged into their accounts prior to viewing them. However, no representation or warranty is made that card usage data, card balance amount data, loyalty points usage data and loyalty points balance amount data obtainable from this site reflect in real time the latest and most up-to-date values of such data, as they may result from transactions having occurred shortly before logging into the site, due to either the imperfect nature of electronic communications over the Internet, or to procedures such as aggregation and settlement that merchants and networks may implement when handling transactions.

If you have questions relative to the accuracy or timeliness of data displayed on this site relative to your UPside card account or its associated loyalty points, please contact us at 1 866 845 6273.

While Plastyc will use reasonable efforts to ensure that all material on this site is correct, accuracy cannot be guaranteed for those parts of the site that include links, banners or text provided by third parties, such as merchants featured in the UPside Mall. Such text, links or banners may become obsolete as a result of their respective third party originators having updated them without having informed Plastyc of such updates. Plastyc does not assume any responsibility or liability for the accuracy or completeness of information contained in this site which is not directly related to the UPside card activities resulting from normal usage of the card.

This site and all content contained herein are provided to you "as is," and "as available," and all warranties, express or implied, are hereby disclaimed, including any warranty of merchantability, noninfringement or fitness for a particular purpose other than keeping you informed from time to time of the status of your UPside account, if you are a registered user with an account in good standing. No information obtained by you from Plastyc through the site shall create any warranty not expressly stated herein.

While Plastyc will use reasonable efforts to ensure that this site will be free of viruses, spyware, and other harmful components, Plastyc disclaims all warranties regarding the availability of the site, that the site will operate error-free, that defects will be corrected or that the site is always free of viruses or other harmful components. Your use of this site is at your own risk, any content downloaded or otherwise obtained through this site is provided at your own risk, and you are solely responsible for any damage to your computer system or any data loss that may result from your use of the site, including without limitation, damage resulting from computer viruses.

Limited Right to Use Content

The viewing, printing or downloading of any content from this site grants you only a limited, nonexclusive, revocable license for use solely by you for your own personal use and not for republication, distribution, assignment, sublicense, transfer, sale, preparation of derivative works or other non-personal use. No part of any content, graphic or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use. You may not create a web page or site or computer application of any kind that deep links to or frames this site, any page of this site, or any graphics, trademark or other proprietary information of any kind located on this without Plastyc's express written permission.

This site also contains images from Getty Images, of which the Marks are and shall remain the sole property of Getty Images. Extraction and download of such images from this web site as separate files is prohibited.

You may not use meta tags or any other type of hidden text utilizing Plastyc's or any of its affiliates names, trademarks or intellectual property rights on a web site without Plastyc's express written permission.

Except for the limited rights expressly granted herein, all right, title and interest in and to the site and all materials contained therein are reserved by Plastyc. Your right to access this site may be terminated at any time by Plastyc without notice.

Editing, Deleting and Modification

Plastyc reserves the right to modify, add or delete any documents, information, graphics or other content appearing on or in connection with the site, including these Terms of Use, at any time without notice.

Indemnification

You, or, if you have not reached your 18th birthday, your parent, guardian or tutor, agree to indemnify, defend and hold Plastyc and its business partners, staff and affiliates harmless from any liability, loss, claim and expense, including reasonable attorneys' fees and expenses, related to either your violation of these Terms of Use or your use of the site.

Governing Law Limitations

These Terms of Use shall be construed, interpreted and performed exclusively according to the laws of the State of New York, United States of America, without giving effect to any principles of conflicts of law. You expressly agree that any action at law or in equity arising out of or directly or indirectly relating to these Terms of Use or this site shall be filed only in the Federal or state courts sitting in New York. You hereby consent and submit to personal jurisdiction of such courts for the purposes of any action related to the site, your access or use thereof, or these Terms of Use, and to extra-territorial service of process.

United Sates and foreign export control laws regulate the export and re-export of technology originating in the United States and such foreign countries. You agree to abide by these laws and regulations as applicable and will not transfer, directly or indirectly, by electronic transmission or otherwise, any content or software from this site to or from any countries or foreign nations in violation of such laws or regulations.

Should any part or provision of these Terms of Use be held unlawful, void, invalid or unenforceable, that portion shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

These Terms of Use constitute the only terms between Plastyc and you with regard to this site. These Terms of Use supersede any and all prior or contemporaneous agreements, representations, warranties and understandings with respect to the site, the content, goods and/or services provided by or through the site, and the subject matter of these Terms of Use. To the extent that anything in or associated with the site is in conflict or inconsistent with these Terms of Use, the Terms of Use shall take precedence. Plastyc's failure to enforce any provision of these Terms of Use shall not be deemed a waiver of such provision nor of its right to enforce such provision.

System Integrity

You may not use any hardware or software intended to damage or interfere with the proper and timely functioning of the site or to surreptitiously intercept any system, data or personal information from the site. You may not take any action that imposes an unreasonable or disproportionately large load on the site's network or other infrastructure.

The risk of error, failure, incompatibility or nonperformance of your computer system is your risk and includes the risk that you do not operate your computer or your software incorrectly. Plastyc is not responsible for any errors or failures from any malfunction of your computer or software. Plastyc shall have no liability to you for any damage or other loss, direct or consequential, which you may suffer or incur by reason of your use of your computer or software.

Web Site Hyperlinks

Users will notice hyperlinks when browsing pages within this web site. Users acknowledge and understand that "clicking" or otherwise activating such hyperlinks may transfer the user to other third-party web sites and associated resources beyond the control and boundaries of this web site. Plastyc disclaims any responsibility or control for external web sites. Although a user may be referred to an external web site for information that may be relevant and useful to the user, Plastyc neither endorses the information content, presentation, or accuracy nor makes any warranty, express or implied regarding any external site.

Web Site Security

Plastyc utilizes industry standards to monitor Internet traffic that comes in contact with this web site to identify and defined against unauthorized attempts to upload, modify, corrupt or otherwise damage information content or interfere with legitimate attempts to access this web site. If Plastyc's reasonable precautions fail or are somehow circumvented, Plastyc is neither responsible nor liable for the undesirable situations that might arise, such as electronic contact with worms, viruses or other compromising contamination of a user's system, nor for any delays, inaccuracies, errors or omissions that might arise from these or similar security breach situations.

UPside Classic and Premium Plan

Cardholder Agreement – UPside Premium and Classic Plans

1. Terms and Conditions for the UPside Visa® Prepaid Card.

2. Using Your Card

3. Preauthorized Transfers

4. Business Days

5. Returns and Refunds

6. Fees and Limitations

7. Receipts

8. Obtaining Card Account Information

9. Confidentiality

10. Our Liability for Failure to Complete Transactions

11. Lost or Stolen Cards; Unauthorized Transfers.

12. Unclaimed Property

13. Other Terms

14. Amendment and Cancellation

15. Information About Your Right to Dispute Errors

16. Privacy and Data Protection

17. Telephone Monitoring/Recording

18. No Warranty Regarding Goods and Services

19. Arbitration

ELECTRONIC COMMUNICATIONS AGREEMENT

Agreement to Electronic Communications

Electronic Records and Communications Act Disclosures

Cardholder Agreement - UPside Clear Plan

1. Terms and Conditions for the UPside Clear Visa® Prepaid Card

2. Using Your Card

3. Preauthorized Transfers

4. Business Days

5. Returns and Refunds

6. Fees and Limitations

7. Receipts

8. Obtaining Card Account Information.

9. Confidentiality

10. Our Liability for Failure to Complete Transactions

11. Lost or Stolen Cards; Unauthorized Transfers.

12. Unclaimed Property

13. Other Terms

14. Amendment and Cancellation

15. Information About Your Right to Dispute Errors

16. Privacy and Data Protection

17. Telephone Monitoring/Recording

17. Telephone Monitoring/Recording

18. No Warranty Regarding Goods and Services

19. Arbitration

Cardholder Agreement – UPside Edge & Access Plans

1. Terms and Conditions for the UPside Visa® Prepaid Card

2. Using Your Card

3. Preauthorized Transfers

4. Business Days

5. Returns and Refunds

6. Fees and Limitations

7. Receipts

8. Obtaining Card Account Information.

9. Confidentiality

10. Our Liability for Failure to Complete Transactions

11. Lost or Stolen Cards; Unauthorized Transfers.

12. Unclaimed Property

13. Other Terms

14. Amendment and Cancellation

15. Information About Your Right to Dispute Errors

16. Privacy and Data Protection

17. Telephone Monitoring/Recording

18. No Warranty Regarding Goods and Services

19. Arbitration

Rewards Program Terms of Use

HOW TO EARN CASH BACK POINTS

REDEMPTION OF CASH BACK POINTS

GENERAL TERMS

Web Site Terms Of Use

Consent

Copyright, Trademarks, and Intellectual Property Rights.

Limited Representations and Warranties

Limited Right to Use Content

Editing, Deleting and Modification

Indemnification

Governing Law Limitations

System Integrity

Web Site Hyperlinks

Web Site Security

1. Terms and Conditions for the UPside Visa^® Prepaid Card.

1. Terms and Conditions for the UPside Clear Visa^® Prepaid Card

1. Terms and Conditions for the UPside Visa^® Prepaid Card