Lead Bank Cardholder AgreementAnytime Capital / US Business
LEAD BANK BUSINESS CARDHOLDER AGREEMENT
Supplement to the Lead Bank Business Accountholder Agreement
PLEASE READ BEFORE ACCEPTING
This Card Supplement applies only if you want one or more Cards. You do not need a Card to open, keep, or use your Account. If you do not accept this Card Supplement, your Account and the Accountholder Agreement continue in full force and nothing about your Account changes.
Accepting this Card Supplement authorizes Lead Bank to issue Cards to the individuals you designate as Authorized Cardholders and enables the funding behavior described in Section 4, including, where applicable, the automatic sale of Stablecoins from your Wallet to fund Card transactions. You are responsible for all use of every Card issued on your Account, as described in Section 6.
This Lead Bank Business Cardholder Agreement — Supplement to Business Accountholder Agreement (“Card Supplement”) contains the additional terms and conditions that apply to each Anytime Capital Visa/Maestro business debit card (each, a “Card”) issued on your Account by Lead Bank, a Missouri state-chartered bank (“Lead Bank,” “Bank,” “we,” “us,” or “our”).
This Card Supplement supplements, and is part of, the Lead Bank Business Accountholder Agreement between you and Bank (the “Accountholder Agreement”). You must have an open Account and have accepted the Accountholder Agreement in order to obtain a Card. Cards are business cards. The Electronic Fund Transfer Act and Regulation E do not apply to Cards or Card transactions.
Capitalized terms used but not defined in this Card Supplement have the meanings given to them in the Accountholder Agreement, including “Account,” “Authorized Representative,” “Customer,” “Fiat Currency,” “Stablecoin,” “Stablecoin Sale,” “Stablecoin Purchase,” “Wallet,” “Program,” “Program Manager,” “Platform Provider,” “LSG,” “LSP,” “Security Procedure,” and “Spark Protocol.”
Lithic, Inc. provides card processing and issuing services to Bank and Program Manager. Visa Inc. and, for certain transactions, Mastercard International Incorporated via the Maestro network (as a secondary debit network), are the payment networks over which the Card operates (see Section 8).
Section 1 — Relationship to the Accountholder Agreement
1.1 Incorporation by Reference. All terms of the Accountholder Agreement, including all Exhibits, are incorporated into and form part of this Card Supplement and apply to each Card and to all Card transactions. Without limitation, Sections 6 (Authorized Representatives), 10 (Payment Orders; Security Procedures), 12 (Unauthorized Transactions and Errors), 13 (Our Liability; Limitation of Liability; Indemnification), and 21 (Arbitration) of the Accountholder Agreement apply to Cards and Card transactions.
By accepting this Card Supplement, you are also accepting that the Arbitration and Dispute Resolution Agreement in Section 21 of the Accountholder Agreement — including the Class Action Waiver and Jury Waiver — applies to any Dispute relating to any Card.
1.2 Order of Precedence. If a term of this Card Supplement conflicts with a term of the Accountholder Agreement, this Card Supplement controls, but only with respect to Cards and Card transactions. The Accountholder Agreement continues to control in all other respects.
1.3 Optional; Separate Consent. This Card Supplement takes effect only upon your affirmative acceptance by an Authorized Representative, given separately from your acceptance of the Accountholder Agreement. You are under no obligation to accept it, and declining will not affect your Account, its features, its fees, or the terms on which it is offered to you.
1.4 Termination Independent of the Account. Cancelling all Cards terminates this Card Supplement but does not close your Account. Closing your Account terminates both. See Section 12.
Section 2 — Eligibility; Authorized Cardholders
2.1 Eligibility. To be eligible for Cards, you must (a) meet all eligibility requirements in Section 1 of the Accountholder Agreement, (b) have an open Account in good standing, (c) have completed the customer identification and beneficial ownership requirements in Section 2 of the Accountholder Agreement, and (d) accept this Card Supplement. Your Account may be opened before verification is complete; no Card will be issued until it is.
2.2 Authorized Cardholders. An Authorized Representative may designate individuals — such as your owners, officers, employees, or contractors — to receive Cards and use them on your behalf (each, an “Authorized Cardholder”). You may request Cards for as many Authorized Cardholders as we permit, subject to Section 5.2. Each Authorized Cardholder must be at least 18 years old and a U.S. resident, and we may require identifying information about each Authorized Cardholder before issuing a Card. We may decline to issue a Card to any individual in our discretion.
2.3 Your Responsibility for Authorized Cardholders. You are liable for every transaction made with a Card issued on your Account, by any Authorized Cardholder or any other person, whether or not the transaction was within the scope of authority you granted, was for a business purpose, or exceeded any internal limit you set. You are responsible for ensuring that each Authorized Cardholder is aware of and complies with this Card Supplement and the Accountholder Agreement. An Authorized Cardholder’s acts and omissions are your acts and omissions.
2.4 Removing an Authorized Cardholder. You must cancel an Authorized Cardholder’s Card immediately, through the Platform app or by contacting Platform Provider, when that individual’s authority ends, including on termination of employment. You remain liable for all transactions made with that Card until we have received your cancellation instruction and had a reasonable opportunity to act on it. You are responsible for retrieving and destroying any physical Card issued to a former Authorized Cardholder.
2.5 Business Use Only. Cards may be used only for business, commercial, or agricultural purposes of the Customer. Cards may not be used for personal, family, or household purposes of any Authorized Cardholder or other individual. If we determine a Card is being used for personal purposes, we may cancel it and may close your Account. Consumer cards are governed by the separate Lead Bank Consumer Prepaid Cardholder Agreement, and not by this Card Supplement.
Section 3 — Your Cards
3.1 Nature of the Card. Each Card is a business debit card that provides access to your Account. A Card is not a credit card and does not provide a credit feature or the ability to access credit. The funds in your Account do not expire. A physical Card carries an expiration date printed on the Card. When a Card expires, the funds in your Account remain available to you and are not affected. We will ordinarily issue a replacement Card before a Card expires unless your Account is closed, the Card has been cancelled, the Authorized Cardholder has been removed, or you tell us you do not want a replacement. A virtual Card may be issued with or without an expiration date. Replacement and reissuance fees, if any, are set out in Exhibit A of the Accountholder Agreement.
3.2 Access Device Only. A Card is an access device only. It does not hold value. All value accessible through a Card is held either as Fiat Currency in your Account or as Stablecoins in your Wallet, in each case as described in Sections 3.1 through 3.4 of the Accountholder Agreement. YOUR CARDS DO NOT HOLD, AND YOUR ACCOUNT DOES NOT HOLD, ANY STABLECOIN, CRYPTOCURRENCY, VIRTUAL CURRENCY, DIGITAL ASSET, OR OTHER DIGITAL TOKEN.
3.3 Property of Bank. Each Card remains the property of Bank and must be surrendered on request. We may cancel, deactivate, or decline to renew any Card at any time.
Section 4 — Funding Your Card Transactions
4.1 Funding Configurations. Platform Provider will designate the funding configuration applicable to your Card transactions (each, a “Funding Configuration”), which will be one of the following:
(a) Wallet-First: transactions are funded from your Wallet via a Stablecoin Sale; if your Wallet balance is insufficient to cover a transaction, that transaction is instead funded entirely from your Account balance, to the extent sufficient. If both your Wallet balance and your Account balance are insufficient, the transaction will be declined.
(b) Fiat-First: transactions are funded from your Account balance; if that balance is insufficient to cover a transaction, that transaction is instead funded entirely from your Wallet via a Stablecoin Sale, to the extent sufficient. If both your Account balance and your Wallet balance are insufficient, the transaction will be declined.
(c) Fiat-Only: transactions are funded solely from your Account balance; if that balance is insufficient to cover a transaction, the transaction will be declined, and no Stablecoin Sale will occur.
(d) Wallet-Only: transactions are funded solely from your Wallet via a Stablecoin Sale; if your Wallet balance is insufficient to cover a transaction, the transaction will be declined, regardless of any balance in your Account, and no amount will be drawn from your Account.
A given transaction will be funded entirely from a single source, as determined by the applicable Funding Configuration described above. Your Account balance and your Wallet balance will never both be drawn on to fund the same transaction. The same Funding Configuration applies to all Cards issued on your Account unless we permit otherwise.
4.2 Your Funding Configuration. Your current Funding Configuration is disclosed to you by Platform Provider and is viewable in the Anytime Capital app.
4.3 Contemporaneous Stablecoin Sale. Where a transaction is funded from your Wallet under this Section, initiating the transaction authorizes LSP to (i) initiate the sale of Stablecoins from your Wallet in an amount sufficient to cover the Fiat Currency needed to complete the transaction, and (ii) credit the Fiat Currency proceeds to your Account, with authorization of the transaction and the related Stablecoin Sale occurring as a single, contemporaneous action rather than as separate load-then-spend steps.
INITIATING A TRANSACTION WITH ANY CARD, IN ANY AMOUNT, CONSTITUTES YOUR EXPRESS AND IRREVOCABLE CONSENT TO THE FUNDING OF THAT TRANSACTION IN ACCORDANCE WITH THE APPLICABLE FUNDING CONFIGURATION, INCLUDING, WHERE APPLICABLE, A STABLECOIN SALE AND CREDIT OF THE PROCEEDS TO YOUR ACCOUNT. YOU CANNOT CANCEL A TRANSACTION ONCE INITIATED AND AUTHORIZED. AN AUTHORIZED CARDHOLDER’S INITIATION OF A TRANSACTION IS YOUR CONSENT FOR THIS PURPOSE.
4.4 Availability of Stablecoin Sale Proceeds. Because a Stablecoin Sale that funds a Card transaction is contemporaneous with that transaction as described in Section 4.3, the proceeds are available in your Account promptly after the Card transaction is initiated. (Section 4.4 of the Accountholder Agreement, which addresses standalone Stablecoin Sales you initiate separately, does not apply to Card transactions.)
Whenever a transaction is to be funded from your Wallet and your Account balance is not available as a backup funding mechanism under the applicable Funding Configuration, that transaction may be declined if the related Stablecoin Sale cannot be completed for any reason, including because the underlying blockchain network is congested or unavailable, or the relevant Stablecoin’s value has deviated from its intended peg. See Section 13 of the Accountholder Agreement for related liability provisions.
4.5 The Stablecoin Sale Disclaimer in Section 4.3 of the Accountholder Agreement applies in full to Stablecoin Sales that fund Card transactions.
Section 5 — Using Your Cards
5.1 Where Cards Can Be Used. Cards may be used at any merchant bearing the Visa or Maestro acceptance mark, in person or online. Transactions will be deducted from your Account. You may not spend more than the value available on your Account, including after applicable Stablecoin Sales; transactions exceeding your available funding may be declined.
5.2 Transaction Limits and Spend Controls. The default maximum per-transaction limit is $2,000 per Card. We may impose further limits or restrictions on the amount, number, frequency, merchant category, or type of Card transactions, on any Card or on all Cards, and may change these at any time. We will use reasonable efforts to notify you of a reduction in a limit, but may impose a limit immediately and without prior notice where we consider it necessary to manage risk. An Authorized Representative may set lower limits, merchant category restrictions, or other spend controls for individual Cards where the Platform app supports them; such controls are a convenience and their failure does not shift liability to Bank. These limits are in addition to the Account-level limits in Sections 4.6 and 5.6 of the Accountholder Agreement.
5.3 Uses Not Permitted. Cards may not be used at ATMs or for person-to-person transfers. Cards may not be used for any illegal transaction, for any transaction prohibited by Section 5.8 of the Accountholder Agreement, or for any personal, family, or household purpose.
5.4 Fraud Prevention. Section 8.1 of the Accountholder Agreement applies to each Card, and we may block, suspend, or cancel any or all Cards on the same terms and in the same circumstances described there. Suspending or cancelling a Card does not by itself suspend or close your Account.
5.5 No Stop Payment. You do not have the right to stop payment on any Card transaction, including a recurring payment you or an Authorized Cardholder has authorized a merchant to charge. To stop a recurring charge, you must cancel your arrangement with the merchant. As a courtesy and in our discretion, we may attempt to block future charges from a specified merchant at your request, but we are not obligated to do so, we do not guarantee the block will be effective, and we have no liability if a charge posts after your request.
5.6 Returns and Refunds. If entitled to a refund, you agree to comply with the merchant’s refund policy; disputes about goods or services must be handled directly with the merchant. Any refund or credit will be credited back to the source of the original transaction: fiat to your Account, or Stablecoin to your Wallet via a Stablecoin Purchase made by LSP on your behalf. INITIATING A REFUND OF A CARD TRANSACTION CONSTITUTES YOUR EXPRESS AND IRREVOCABLE CONSENT TO A STABLECOIN PURCHASE.
5.7 Pre-Authorization Holds. Certain merchants may place a hold on funds greater than the purchase price. It may take up to seven (7) business days for a hold to be released. During the hold period, held funds are unavailable to you.
5.8 Negative Balance. If a Card transaction causes a negative balance in your Account, Sections 8.2 through 8.4 of the Accountholder Agreement apply. Because your Wallet is a self-custody wallet over which neither Bank nor Program Manager has signing authority, neither Bank nor Program Manager has any right to initiate a transfer from your Wallet without your independent authorization.
Section 6 — Liability for Card Transactions; Disputes
6.1 Regulation E Does Not Apply. Because Cards are business cards, the liability limits, error-resolution procedures, provisional-credit requirements, and investigation timelines of the Electronic Fund Transfer Act and Regulation E do not apply to Card transactions. Your rights and our obligations are as stated in this Section 6 and in Sections 12 and 13 of the Accountholder Agreement.
6.2 Your Liability. You are liable for all Card transactions, including (a) all transactions made by any Authorized Cardholder, whether or not for a business purpose or within the authority you granted; (b) all transactions made by any person to whom an Authorized Cardholder gave the Card or Card credentials, or who obtained them through the Authorized Cardholder’s negligence; (c) all transactions made with a Card of a former Authorized Cardholder before we received your cancellation instruction and had a reasonable opportunity to act; and (d) all transactions made using Card credentials provisioned to a digital wallet on a device you or an Authorized Cardholder controls.
6.3 Lost, Stolen, or Compromised Cards. You must notify us immediately at 855-516-0103, and confirm in writing to support@lightsparkpayments.com, if any Card or Card credential is lost, stolen, or compromised, or if you believe a Card transaction was made by someone other than an Authorized Cardholder. You are liable for all transactions made before we receive your notice and have had a reasonable opportunity to act on it. After that point, you are not liable for transactions made with the lost, stolen, or compromised Card by a person other than an Authorized Cardholder, provided you have complied with Section 7 and this Section 6.3.
6.4 Network Liability Protections. To the extent the Visa Zero Liability Policy or Mastercard Zero Liability protection applies to a Card transaction, we will honor it, subject to its terms and conditions, including that you and the Authorized Cardholder exercised reasonable care to safeguard the Card and reported the loss, theft, or unauthorized use promptly.
6.5 Reporting Disputed Transactions. You must review your Account history promptly and notify us of any disputed, unauthorized, or erroneous Card transaction within thirty (30) days after the Account history reflecting it is first made available to you. If you do not, the transaction is deemed authorized and correct and you may not assert it against us. The network rules may impose shorter deadlines for chargebacks; where they do, the shorter deadline controls and we are not responsible for any dispute you report too late for us to pursue under the network rules.
6.6 Chargebacks and Investigation. On timely notice, we will investigate in a commercially reasonable manner and may, in our discretion, pursue a chargeback or other remedy under the applicable network rules on your behalf. We are not required to provide provisional credit, to complete our investigation within any specific period, or to pursue a chargeback that we determine is unlikely to succeed. If a chargeback is successful, we will credit your Account for the amount recovered. If it is not, or if the merchant re-presents the charge and prevails, you remain liable for the transaction. We may reverse any credit we provided if a chargeback is subsequently reversed.
6.7 Merchant Disputes. Disputes about the quality, delivery, or price of goods or services are between you and the merchant. We have no liability for goods or services purchased with a Card, and a merchant dispute is not grounds for withholding payment of a transaction.
6.8 Receipts and Records. An Authorized Cardholder may obtain a receipt at the time of a Card transaction at a terminal, where applicable. Card transactions appear in the Account history described in Section 7 of the Accountholder Agreement. You should retain receipts and reconcile them against the Account history.
Section 7 — Securing Cards and Credentials
7.1 Access and Provisioning. Platform Provider determines how Cards may be accessed and used (physical, virtual, and/or provisioned to a digital wallet such as Apple Pay or Google Pay). Use of a Card in a digital wallet is also subject to the Anytime Capital Digital Wallet Terms and the digital wallet provider’s own terms.
7.2 Your Security Obligations. You must, and must cause each Authorized Cardholder to: keep Cards, card numbers, PINs, and credentials confidential; not share them with anyone who is not the designated Authorized Cardholder; use any multifactor authentication and controls made available; promptly report any loss, theft, or suspected compromise; and monitor Card activity regularly. Card credentials are part of the Security Procedure under Section 10.2 of the Accountholder Agreement, and transactions initiated with them are effective as your transactions as provided there.
7.3 Internal Controls. You are responsible for maintaining internal controls appropriate to your business over the issuance, use, and cancellation of Cards, including reconciling Card transactions to the Account history at least monthly. Bank has no duty to monitor Card transactions for compliance with your internal policies.
Section 8 — Card Network Rules; Maestro Secondary Network Routing
8.1 The Card operates on the Visa network and, for certain transactions, on the Maestro network operated by Mastercard International Incorporated.
8.2 Routing. For each transaction capable of being routed over more than one payment network, the network used to process that transaction is generally selected by the merchant or the merchant’s payment processor, consistent with applicable law, and not by you or by Bank.
8.3 No Effect on Your Account. The network used to process a transaction does not affect the transaction amount, the timing of when it is deducted from your Account, or your rights and obligations under this Card Supplement or the Accountholder Agreement.
8.4 Network-Specific Rules. Each payment network maintains its own operating rules and dispute-resolution procedures. Chargeback rights, timelines, and liability protections under those rules are as determined by the networks and may change without notice to you. We will inform you of any network dispute channel available to you upon request.
8.5 Compliance with Network Rules. Section 22.2 of the Accountholder Agreement applies to each Card, and use of Cards is subject to the rules and customs of each payment network involved in your transactions. You agree not to use any Card in a manner that would cause Bank to violate network rules, and to indemnify Bank for any network fine or assessment attributable to your or an Authorized Cardholder’s use of a Card.
Section 9 — Card Issued under U.S. Law
9.1 For the avoidance of doubt, each Card is issued by a U.S. domiciled financial institution under U.S. law, consistent with Section 22.3 of the Accountholder Agreement.
Section 10 — Card Replacement; Reissuance; Customer Service
10.1 Replacement. An Authorized Representative may request a replacement Card through Platform Provider. Replacement fees, if any, are set out in Exhibit A of the Accountholder Agreement. There is no fee to replace a virtual Card; replacing a physical Card costs $10.00, and optional expedited delivery of a physical Card costs $25.00. For customer service, contact Program Manager at 855-516-0103 or support@lightsparkpayments.com, as described in Section 16 of the Accountholder Agreement.
10.2 Expiration and Reissuance. We will send replacement Cards to the business address we have on file. Keep your address current with Platform Provider. If a recurring payment is charged to a Card and the merchant participates in the applicable payment network’s account updater service, the new Card information may be provided to the merchant automatically. If it is not, you will need to give the merchant the new Card information, or the recurring payment may be declined.
Section 11 — Fees Relating to Cards
11.1 Fees for issuing, replacing, and using Cards are set out in Exhibit A of the Accountholder Agreement. Section 9 of the Accountholder Agreement otherwise governs.
11.2 Network and Third-Party Fees. In addition to the fees described in Section 9.3 of the Accountholder Agreement, fees may apply that are imposed by parties other than Bank or Program Manager in connection with Card transactions, including merchant surcharges and dynamic currency conversion markups. You are responsible for all such fees.
11.3 Platform Provider Fees. Platform Provider may charge its own fees in connection with Cards, as described in Section 9.2 of the Accountholder Agreement.
Section 12 — Cancelling Cards; Amendment
12.1 You May Cancel. An Authorized Representative may cancel any Card at any time through the Platform app or by contacting Platform Provider. Cancelling all Cards terminates this Card Supplement. Your Account remains open and the Accountholder Agreement remains in effect, and you may continue to fund your Account and transfer funds out of it as described in Sections 4 and 5 of the Accountholder Agreement.
12.2 We May Cancel or Amend. We may amend or change this Card Supplement, or cancel or suspend any or all Cards, at any time, on the terms and subject to the notice provisions of Section 20 of the Accountholder Agreement, which applies to this Card Supplement as if set out here in full. Cancellation of Cards by us does not by itself close your Account.
12.3 Closing Your Account. Closing your Account under Section 14 of the Accountholder Agreement automatically and immediately terminates all Cards and this Card Supplement. Disposition of any remaining balance is governed by Section 14.1 of the Accountholder Agreement.
12.4 Obligations Survive. You remain liable for all obligations arising from Card transactions before cancellation, including any negative balance, pending pre-authorization holds, transactions that post after cancellation, and pending disputes. Sections 2.3, 6, 8.5, and 11 survive cancellation.
12.5 You May Re-Apply. If all Cards are cancelled, an Authorized Representative may request new Cards at any time, subject to Section 2. You will be asked to accept this Card Supplement again.
Section 13 — Entire Agreement
13.1 This Card Supplement, together with the Accountholder Agreement and any other terms and conditions, policies, appendices, or agreements referenced in either document, constitutes the entire agreement between you and Bank concerning Cards, subject to Section 22.10 of the Accountholder Agreement (Relationship to Other Agreements; Order of Precedence), which governs the relationship between the Bank Agreements, the Grid Terms, and the Platform Terms, and which applies to Cards and to Card transactions. This Card Supplement supersedes any prior agreement or terms between you and Bank specifically with respect to a Card.
Acceptance — Authorized Representative
By accepting this Card Supplement, the Authorized Representative acting for the Customer:
- confirms that the Customer has an open Account and has accepted the Lead Bank Business Accountholder Agreement;
- requests that Lead Bank issue Cards to the Authorized Cardholders the Customer designates;
- acknowledges that the Customer has read, understood, and agrees to be bound by this Card Supplement, and that the Accountholder Agreement — including its Arbitration and Dispute Resolution Agreement, Class Action Waiver, and Jury Waiver in Section 21 — applies to all Cards and to any Dispute relating to them;
- acknowledges that Regulation E does not apply, and that the Customer is liable for all Card transactions as provided in Section 6; and
- consents to the Funding Configuration described in Section 4, including, where applicable, the automatic sale of Stablecoins from the Customer’s Wallet at the time of each Card transaction.