EVOLVE BANK & TRUST

CUSTODIAL ACCOUNT AUTHORIZATION AGREEMENT

Overview

Your use of the Tip Yourself Service is governed by Activehours, Inc.’s Terms of Service and the Tip Yourself Supplemental Terms of Service.  This Custodial Account Authorization Agreement is provided as a supplement to the Tip Yourself Terms of Service and governs the underlying bank account that is used for your Tip Yourself Account (also known as your “Tip Jar” and referred to herein as your “Sub-Deposit Account”). You as the person that holds the Account, as defined in that certain Evolve Bank & Trust Customer Account Terms (the “Account Agreement”), hereby direct Evolve Bank & Trust, as your agent, and any of its designees, agents, representatives and affiliates (collectively, the “Bank,” “our,” “us” or “we”), as agent for you, to open and maintain in Bank’s Trust Department and/or with other depository institutions (each, an “Insured Depository Institution”) or the Federal Reserve Bank an omnibus custody account owned by the Bank, in which Bank pools the funds held by all of Activehours, Inc.’s (the “Company”) customers, for their benefit, within which you will be issued a sub-account established in your name (“Sub-Deposit Account”).  

Deposits and Withdrawals

You authorize the Bank to deposit in the Sub-Deposit Account from time to time all or some moneys you may deliver to Bank from time to time for credit to the Account. You may only designate one deposit account at your depository financial institution (your “Checking Account”) to transfer funds to your Sub-Deposit Account, as described in the Tip Yourself Terms of Service. Bank, in its sole discretion, may divide the Account into one or more separate Sub-Deposit Accounts to be managed by Bank. Bank will transfer funds it receives from you to or from each Sub-Deposit Account in its sole discretion, and will, in its sole discretion, determine the amount of funds to deposit in and withdraw from each Sub-Deposit Account. Bank will generally transfer the requested funds from your Sub-Deposit Account to your Checking Account within two Business Days of when we receive your request. All terms, provisions and agreements set forth in the Account Agreement are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. To the extent that the terms set forth in this Custodial Account Authorization Agreement are inconsistent with the terms of the Account Agreement as it relates to the Sub-Account, the terms set forth in this Custodial Account Authorization Agreement shall apply. Terms not defined herein have the same meanings as set forth in the Account Agreement. Only funds from your Checking Account may be transferred to your Sub-Deposit Account. Funds held in your Sub-Deposit Account will remain in your Sub-Deposit Account until you instruct us to transfer any or all of your funds from your Sub-Deposit Account to your Checking Account by requesting such transfer. 

No Third-Party Payments

You may not use the funds in your Sub-Deposit Account to make purchases, transfer funds to third parties, or for any other purpose other than to withdraw such funds to your linked Checking Account. 

Customer Maximum Deposit Limit

You shall be prohibited from maintaining an aggregate balance in your Sub-Deposit Account in excess of two thousand dollars ($2,000) at any given time. Your Sub-Deposit Account will also have a daily maximum transfer limit of five hundred dollars ($500).

Right to Refuse Deposits or Withdrawals

Bank may, in its sole discretion, refuse to accept funds for deposit to your Sub-Deposit Account for any reason. Bank will transfer funds it receives from you to or from each Sub-Deposit Account in its sole discretion, and will, in its sole discretion, determine the amount of funds to deposit in and withdraw from each Sub-Deposit Account.

No Overdrafts

You are not permitted to make withdrawals that exceed the balance of funds in your Sub-Deposit Account. It is important to know the amount of available funds in your Sub-Deposit Account before instructing us to withdraw funds from your Sub-Deposit Account. If you do not have sufficient available funds in your Sub-Deposit Account to cover the amount of the requested transfer, your request for the transfer will be declined.

No Financial Advice

You hereby appoint Bank as your agent and custodian, subject to the terms set forth herein. We are not, however, acting as your financial adviser. The owner of the Sub-Deposit Account is Bank as agent and custodian for you. 

Fees and Interest

You will not be charged a fee for Bank’s placement of your funds or in connection with the Sub-Deposit Account. Bank performs all account deposits and withdrawals. You agree that you will not receive interest or other earnings on the funds in your Sub-Deposit Account. 

FDIC Insurance Coverage

You further authorize us to collect for you payments related to a Sub-Deposit Account, and to execute and deliver or file on your behalf all appropriate receipts, agreements, releases and other instruments, including whatever agreements may be required to establish and maintain the Sub-Deposit Account or to establish your ownership interest in the Sub-Deposit Account. Deposit accounts and banking services are provided by Evolve Bank & Trust, member FDIC.  All funds associated with your deposit account are held by Evolve Bank & Trust. Deposit accounts are insured by the FDIC up to the standard maximum deposit insurance amount per depositor, per FDIC-insured bank, and per ownership category. For more information on FDIC insurance coverage, please visit www.FDIC.gov. Deposit accounts are FDIC insured per depositor, as determined under FDIC regulations, up to applicable FDIC limits. The funds deposited in the Sub-Deposit Account will be FDIC insured to the same extent as if such funds were held in the Account with us and shall be aggregated with deposits maintained in your Account with us. In other words, the depositing of your funds into the Sub-Deposit Account will not otherwise increase your FDIC deposit insurance coverage. 

The Sub-Deposit Account will be established at an Insured Depository Institution that has entered into agreements with Bank or the Bank’s Trust Department or Federal Reserve Bank.

Opt-Out Procedure

Your only rights with respect to the Sub-Deposit Account are to demand we repay you all amounts in your Account, including those transferred to the Sub-Deposit Account, and to terminate this Custodial Account Authorization Agreement, as set forth below. The Sub-Deposit Account may not be transferred to another institution, except by us or the Insured Depository Institution. 

You may terminate our role as your agent and custodian and our ability to deposit funds you provide us in the Sub-Deposit Account by providing us with thirty (30) days’ prior written notice, such notice to be sent to Evolve Bank & Trust, 6070 Poplar Avenue, 2nd Floor, Memphis, TN 38119. Any termination will result in a return of funds in accordance with law and closing of your Account and any Sub-Deposit Account opened specifically for you.

Account Records 

When we open the Sub-Deposit Account and deposit or withdraw funds from the Sub-Deposit Account, you understand and agree that we are acting as your agent with respect to the Sub-Deposit Account, and we will ensure the records associated with the Sub-Deposit Account are in our name, as agent or custodian. You will not receive any written confirmation of the establishment of the Sub-Deposit Account or transfer of funds to or from the Sub-Deposit Account; instead, we will maintain records clearly indicating the transfer and beneficial ownership of the Sub-Deposit Account. You must immediately report to us any changes in Account ownership information that you originally provided to us in connection with the submission of your application for an Account.

Deposit Accounts and Reporting Obligations

Our placing of funds may reflect considerations of federal and state law, our funding needs and funding needs of Insured Depository Institutions, general economic conditions or other factors determined by us in our sole discretion. We will not place funds with more than one Insured Depository Institution. We may place funds to enhance our business objectives and for balance sheet management without any benefit to you, including increased FDIC deposit insurance coverage. Further, we may receive greater benefits when we place your funds with an Insured Depository Institution than if we otherwise maintained your funds with us. We are under no obligation to place your funds with an Insured Depository Institution.

A Sub-Deposit Account will be a deposit obligation of the Insured Depository Institution that maintains the Sub-Deposit Account; provided, this does not modify our obligation to repay all amounts you deposited in your Account. 

We may provide your name, tax identification number and other pertinent identifying information to Insured Depository Institution, and other parties providing services in connection with the placement of your funds and the establishing and holding the Sub-Deposit Account. You hereby consent to such release of information. Nothing in this section shall be deemed to prevent us from disclosing information to a third party if required by law.

Although there are two or more accounts associated with your funds (the account maintained with us, referred to as the Account, and the Sub-Deposit Account), your Account is considered a single account for your deposits and withdrawals, as well as for tax reporting, balance requirement, service charge, monthly statement and FDIC deposit insurance purposes. The existence of the Sub-Deposit Account and any other account maintained by us pursuant to these Account Terms is for internal purposes and will not change the manner in which you use, obtain information about or earn interest (if any) on your Account. These transfers, including the placement transfer, will not appear on your monthly statement.

Termination

This Custodial Account Authorization Agreement shall remain in full force and effect until the Account Agreement terminates or as otherwise terminated by Bank in its sole discretion. This Custodial Account Authorization Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, you may not assign this agreement to any person without Bank’s written consent.

Indemnification

You, to the extent permitted by law, agree to indemnify Bank from and against any and all claims, losses and liabilities growing out of or resulting from this Custodial Account Authorization Agreement.  The Bank shall promptly notify you of any claim, loss or liability as to which indemnification is sought. You shall have the right in each case at your sole expense to investigate, and the right in your sole discretion to defend or compromise any claim, loss or liability for which indemnification is sought.  If any action, suit or proceeding is brought against Bank in connection with any claim, loss or liability that is subject to indemnity hereunder, you may and, upon Bank’s request will, at your expense resist and defend such action, suit or proceeding, or cause the same to be resisted or defended by counsel selected by the you and reasonably acceptable to Bank.

Governing Law and Venue

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TENNESSEE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF TENNESSEE.  IN THE EVENT THAT ANY PROVISION OF THIS AGREEMENT IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, UNENFORCEABLE OR VIOLATIVE OF ANY APPLICABLE LAW, IT SHALL BE DEEMED NULL AND VOID TO THE EXTENT THEREOF WITHOUT AFFECTING THE BALANCE OF THIS CUSTODIAL ACCOUNT AUTHORIZATION AGREEMENT.