These Grey Card Authorized User Terms (“Authorized User Terms”) are between you (“you” or “your”), Grey Inc. (“ Grey ”, “we” or “us”), and Issuer (defined below)and governs your access to and use of the Grey Card and Card Services. TheseAuthorized User Terms are incorporated by reference into the Card Terms and ]GreyTerms of Service.

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1. Definitions

(a) “Card Services” means the ancillary services provided by Issuer and/or Grey ]that facilitate your use of the Grey Card and Card Account.

(b) “Card Terms” means the Grey Spend Card Terms entered into between Company, Grey , and Issuer.

(c) “Company” means the company that is applying for or has opened a Grey Account to use the Grey Card Services, and is providing you access to these CardServices.

(d) “Company Administrator” means an individual at Company with the authority to grant you access to a Grey Card and Card Services.

(e) “Grey Card” means the Spend Card made available to you by a Company Administrator and which is linked to an Account Holder’s Grey Wallet.

(f) “User” means you, an individual authorized to use the Grey Card and CardServices on Company’s behalf. Capitalized terms that are not defined here have the definitions provided in the CardTerms and/or Grey Agreement.

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2. Background

The Grey Card is a business card issued to the Company under the Card Terms. TheGrey Card is issued by Third National (“Issuer”).

You understand that you have access to the Card Services only to the extent authorized, and for the sole benefit of, the Company. You understand that the Grey Card is not for personal use and that Grey does not directly provide the Card Services to you. You understand that Company is responsible for your compliance with the Grey Card Terms and that both you and Company are responsible for your compliance with this User Agreement. You acknowledge that the Company is a beneficiary of this User Agreement. You also consent to receive all communications from Grey electronically as described in the User Agreement. By using the Card Services available to you under Company’s Grey Account, you consent to and agree to this User Agreement. This User Agreement is part of, and incorporated by reference into, the Grey Card Terms and the Grey Terms of Service. You agree to abide by the terms of the Card Terms, these Authorized User Terms, the Grey Agreement, all applicable law, and Card Network rules in connection with your use of the Company’s Grey Card Account and Card Services.

Grey reserves the right to amend these Authorized User Terms or impose additional obligations or restrictions on you at any time. We will use commercially reasonable efforts to notify you in advance of any changes that impose material obligations on you. Notwithstanding the foregoing, by continuing to use the Card Services, you agree to be bound by such amendments or additional obligations or restrictions. The date at the bottom of this page shows when these Authorized User Terms were last updated.

Prior to using the Grey Card and Services on behalf of the Company, you will need a Company Administrator to add you as an authorized user via the Grey platform and provide you access to the Grey Card Account.

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3. Eligibility

By using the Grey Card and Card Services you represent and warrant in your individual capacity that:

• You are not a person who is blocked or sanctioned by the United States Government, including those identified by the United States Office of Foreign Asset Controls (OFAC).
• You are an employee, contractor, or agent affiliated with and authorized to use the Grey Card and Card Services on Company’s behalf.
• You will use the Grey Card and Grey Services exclusively for purposes permitted by the Grey Card Terms, Grey Terms of Service and the Grey PrivacyPolicy.
• All information you provide to us, either directly or through a CompanyAdministrator, is and will be true, correct, and complete.
• You will not use the Card for personal, family, or household use.
• You have reviewed the Card Terms, these Authorized User Terms, and the GreyTerms of Service and Grey Privacy Policy.

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4. Access to the Grey Card and Card Services

You may access the Grey Card and Card Services only to the extent and only as long as you are authorized to do so by the Company and us. We or the Company may limit or terminate your access to any of the foregoing at any time, without notice. You agree not to circumvent or attempt to circumvent the security of the Grey Card and Card Services for any purpose, including to gain access to any services to which you are not authorized.

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5. Electronic Signature

You acknowledge and consent to the Grey E-Sign and Electronic CommunicationsNotice.

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6. Use of your Personal Information

To use the Card Services, you may be required to provide your personal data (including, for example, your name, email address, and date of birth) to the Company Administrator, the Company, or us. You acknowledge and agree that you have authorized the Company and/or the Company Administrator to share your personal data with Grey . You agree that you have provided the Company and/or the Company Administrator with personal data that is true, complete, and correct. We will use your personal data to – among other permitted uses under Grey ’s Privacy Policy – verify your identity, verify that you are not a person who is blocked or sanctioned by the United States Government, including those identified by the United States Department of Treasury’s Office of Foreign Assets Control (OFAC) and other confirm that you are eligible to use a Grey Card.

You acknowledge that you have read Grey’s Privacy Policy and understand how Grey may collect, use, and share your personal data. By using the Grey Card and Card Services, you agree that we may use your personal data in accordance with this User Agreement and the GreyPrivacy Policy.

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7. Use of the Grey Card and Card Services

You acknowledge and agree that you have read and understood the Grey Prohibitions and that you will at all times comply with the Grey Prohibitions at all times when using the Grey Card and Card Services.

You acknowledge and agree that you will not use the Grey Card and Card Services:

• for any expense which is not a business expense incurred by you related to or for the benefit of the Company;
• for any purpose prohibited by the Grey Terms of Service or the Card Terms;
• for, with, or for the benefit of any individual or entity who is blocked or sanctioned by the United States, including those identified by the United States Department of Treasury’s Office of Foreign Assets Control (OFAC); or
• for personal, family, or household use.

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8. Security and Safeguards

You will use all reasonable means to protect your Grey Card and log-in credentials to the Grey Account from unauthorized use. You will not allow any other person or third party to use the Grey Card and Card Services. You will immediately notify Grey at support@grey.co you know or suspect that access to your Grey Account has been compromised or if your Grey Card has been lost, stolen, or compromised in any way.

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9. Communications

Grey has an established business relationship with the Company. You will receive notices to the email and mobile numbers provided to Grey by you or Company. These notices may include push notifications, and text or SMS messages providing information or alerts about Card Services, the Card, or transactions, and may allow you to provide information back to Grey (such as sending a receipt from a transaction). You may elect to not receive certain notices through the Grey Account, but doing so will limit the use of certain Card Services and may increase the financial risks to Company.

You are required to maintain an updated web browser and computer and mobile device operating systems to receive notices correctly. You are responsible for all costs imposed by internet or mobile service providers for sending or receiving Notices electronically.You consent to receiving notices electronically to your mobile device and understand that this consent has the same legal effect as a physical signature. If you wish to revoke this consent, please notify your Company Administrator.

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10. Commercial Use Only

Company’s Grey Card Account is commercial in nature, and you acknowledge and understand that certain consumer protection laws (including the Electronic FundsTransfer Act or Regulation E) and consumer-specific rules (including NACHA rules specific to consumers) do not apply to transactions on Company’s Grey Card Account or your use of the Card Services.

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11. Suspension and Termination

Grey may suspend or terminate your access to Company’s Grey Account or theCard Services at any time and for any reason, in our sole and absolute discretion, without prior notice, including if directed by Company, Company Administrator or Issuer. In the event that the Grey Card Terms and/or Terms of Service with Company is terminated, these Authorized User Terms will immediately terminate (other than sections giving rise to continued obligations of the parties that survive termination).

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12. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE GREY AGREEMENT, THE CARD TERMS, OR THESE AUTHORIZED USER TERMS AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, ISSUER, GREY AND ALL OF ITS AFFILIATES’ LIABILITY, TAKEN TOGETHER IN THE AGGREGATE, ARISING OUT OF OR RELATED TO THESE AUTHORIZED USER TERMS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL REMAIN SUBJECT TO THE LIMITATION OF LIABILITY SECTION OF THE GREY TERMS OF SERVICE AND ANY REFERENCE IN SUCH SECTION TO THE LIABILITY OF A PARTY MEANS THE AGGREGATE LIABILITY OF THAT PARTY AND ALL OF ITS AFFILIATES UNDER THE AGREEMENT.

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13. Dispute Resolution

You acknowledge and agree to the Dispute Resolution Provisions (Sections 18 and 19) of the Card Terms. These provisions may require you to arbitrate any disputes with Issuer and/or Grey arising out of or relating to these Authorized User Terms in an individual arbitration and not a class arbitration. It also includes a waiver of any right to trial by jury or judicial proceedings, including class actions and class proceedings, in connection with claims arising out of these Authorized User Terms. PLEASE REVIEW THE DISPUTE RESOLUTION PROVISIONS OF THE CARD TERMS CAREFULLY.

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14. Governing Law

These Authorized User Terms will be interpreted in accordance with the laws of PuertoRico without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration section above must be brought instate or federal court in Puerto Rico, unless we both agree to some other location, and you hereby consent to the venue and personal jurisdiction of such court