These Card User Terms and Conditions ("Terms") set out the terms and conditions applicable to the Virtual Incentives Visa Prepaid Card. IMPORTANT: These Terms include resolution of disputes by arbitration instead of in court and a class action wavier.

You agree to be bound by these Terms, which you must accept as a condition of using the Card. You agree that the ability to use the Card in the course of your relationship with Virtual Incentives, and in accordance with these Terms, is of value to you and good consideration for your agreement to these Terms.

INFORMATION DISCLOSURE SUMMARY (detailed terms and conditions will follow):

Card Issuer: Peoples Trust Company issues the Card pursuant to a license from Visa International Incorporated.

Cardholder:

• The Card is issued to Virtual Incentives.
• Virtual Incentives is the "Cardholder" under a separate agreement with us.
• Virtual Incentives is permitted to provide the Card to you for use in your capacity as a "Card User" in the manner contemplated in these Terms. Your ability to make purchases using the Card is subject to the terms and conditions of your agreements with Virtual Incentives. You have no right to directly instruct us to load funds onto the Card. The Card and your use of the Card may be suspended or revoked by Virtual Incentives at any time.
• We are not parties to agreements between you and Virtual Incentives and are not bound by the terms of any such agreement. We are not obligated to act to fulfil the obligations of any party under your agreements with Virtual Incentives, even if we are made aware of the existence and terms of such agreement.
• We are not extending credit to you or Virtual Incentives through the Card.
• Card transactions will only be funded if Virtual Incentives has made funds available to us to settle the transactions in advance through Virtual Incentives' Settlement Account with us or loaded directly on the Card. If those funds have not been made available to us the transaction will be declined. We also have a general right to decline any transaction for any reason. In such case your sole recourse, if any, is against Virtual Incentives. You will have no right of action against us or any service providers or third parties required to fulfill and manage the Card.
• Virtual Incentives may impose additional limits on the value of transactions you may conduct and your use of the Card in your agreement with Virtual Incentives.

Card information and inquiries: If you have questions regarding your use of the Card, these Terms, or to log a complaint, you may contact Virtual Incentives by calling 646-736-2250.

Key Card features and restrictions:

• Card does not carry a balance loaded onto it, unless loaded on the Card by Virtual Incentives. For information about the balance of funds you may be able to spend using the Card under your agreements with Virtual Incentives, you must contact Virtual Incentives.
• Card Users are given possession of the Card for the purpose of conducting transactions as permitted by Virtual Incentives.
• Cards may be used by employer Card Users to fund employee incentives or rewards, but may not be used to pay or distribute wages or salary to employee Card Users.
• We do not charge Card Users any fees for the use of the Card. Some transactions, could attract third party fees and charges, which could be reflected in transaction costs for Card usage. Such third-party fees and charges are not within our power and control, are part and parcel of the cost of the transactions and you agree that such fees and charges will be included in the transaction amount processed on the Card for transactions you initiate. Your liability to Virtual Incentives for any amounts paid to settle transactions on the Card, and fees, if any are charged by Virtual Incentives, is governed by your agreement with Virtual Incentives.
• You cannot use the Card to access cash and have no right to make cash withdrawals using the Card.
• Only Virtual Incentives may add funds to the Card or instruct us to add funds to a Card. Card may only be used at Approved Retailers.
• You do not have the right to stop the payment of any transaction you initiate, allow, authorize or conduct with the Card.
• You may arrange to cancel the Card by contacting Virtual Incentives.

Please also note: Card may be deactivated by us at any time if fraud is suspected related to the Card or use of the Card.

Funds loaded onto the Card are not insured by the Canada Deposit Insurance Corporation (CDIC).

As a Card User of the Virtual Incentives Card you are only permitted to use the Card as allowed by Virtual Incentives and in accordance with the Cardholder Agreement between us and Virtual Incentives. You may be required to fulfill some of the obligations of the Cardholder, including those stipulated in these Terms and pursuant to your agreements with Virtual Incentives.

Lost or stolen Card: You must take all reasonable steps to protect the Card against loss, theft, or unauthorized use. If the Card is lost or stolen or misused, you must contact Virtual Incentives who may be reached by phone at 646-736-2250 or by email at [email protected]. This Card is not eligible for protection under any Zero Liability policy. Virtual Incentives is responsible and liable to us for all Card transactions that are completed before we are notified that such an event has occurred and also if Virtual Incentives approves transactions on any such Card. You may be liable to Virtual Incentives for some or all such transactions. Your liability to Virtual Incentives is subject to the terms of your agreements with Virtual Incentives.

ADDITIONAL TERM DETAILS

Please read these Terms carefully and retain a copy for your records. IMPORTANT: These Terms include resolution of disputes by arbitration instead of in court and a class action wavier.

Your use of the Card will be evidence that you acknowledge and agree to be bound by these Terms herein, as amended from time to time.

We will be using the following definitions in these Terms. If a term is not defined below, it has the meaning given to it within the section in which it is referenced.

1. About The Card

   The Card is owned by Peoples Trust and will remain the property of Peoples Trust. You agree that immediately upon request by us or by Virtual Incentives, you will return the Card to us or Virtual Incentives or destroy the Card as instructed. The Card is provided to you by Virtual Incentives for use at Approved Retailers as contemplated in these Terms. You may not sell, transfer or assign the Card to a third party. Each Card User is restricted to use of one Card to conduct transactions. Employer Card Users may request or obtain only one card for each of their employee Card Users to conduct transactions. The Card is not a credit card, charge card, debit card or deposit account and you may not write cheques against any balance on the Card. Usage of the Card alone will not enhance or improve your credit rating. No interest, dividends or other earnings or returns will be paid on a Card. Your agreements permitting use of the Card as a Card User with Virtual Incentives may also affect your rights to use the Card.

2. Using the Card

   To use a Card you represent and warrant to us that: (a) you have reached the age of majority in the province in which you reside; (b) you are a Canadian citizen or residing in Canada; (c) the information you provide to us or to Virtual Incentives to provide to us, is and will be truthful, accurate, current, and complete; and (d) you received a copy of these Terms and agree to be bound by and to comply with them.

   We will issue a virtual or physical Card to Virtual Incentives that you may be permitted to use under these Terms. You may use the virtual Card upon receipt and without prior activation. If you receive a physical Card, you must sign the back of the physical Card delivered to you in the indicated signature area immediately upon receipt. You are required to activate the physical Card before you use it as described below in "Activating a Card". Virtual Incentives provides the Card to you to use as a means for you to request that Virtual Incentives pay for transactions with an Approved Retailer. Your obligation to repay or prepay amounts paid by Virtual Incentives for such transactions is governed by your agreements with Virtual Incentives.

   The Card may not be used for any illegal purpose, including transactions for goods or services prohibited by Applicable Law. We may, at our sole discretion, deny any transaction, for any reason. We are not obligated to disclose those reasons to you.

   If you are unable to pay the full amount of a transaction using the Card, you may request that an Approved Retailer conduct a split tender transaction. A split tender transaction is where you use the Card to settle partial payment of the transaction amount and then pay the remainder of the amount with another form of payment (e.g. cash, cheque, credit or debit). If you fail to inform the Approved Retailer that you would like to complete a split tender transaction prior to swiping the Card, and your transaction is not approved for any reason, including insufficient funds available, the Card may be declined. The Approved Retailer is not required to accept split tender transactions and may refuse them.

3. Activating a Card

   Whether or not a physical Card has an activation sticker adhered to the Card face, the physical Card must be activated to use. In order to activate a physical Card Virtual Incentives provides to you to use, you will need to provide certain personal information to verify your identity as the Card User and then select a PIN.

4. Cancellation of the Card

   We may terminate the Card and or these Terms at any time and without prior notice to you if fraud is suspected or for any other reason.

   Virtual Incentives may terminate or cancel the Card for any reason and we are entitled to act on Virtual Incentives’s instructions to do so. If the Card is terminated and you have not been requested to return it, you must destroy and securely dispose of it, or for virtual cards, delete them from any device containing them. Your obligations under these Terms continue after the destruction and cancelation of the Card. If charges continue to be made on the Card delivered to you to use as a Card User, or you attempt to use the Card after cancelation, we may pay for such transactions if instructed by Virtual Incentives to do so. If these Terms or the Card are terminated, your liability to Virtual Incentives for any transaction, whether processed or settled before or after the Card is terminated, will not be affected. Your liability to Virtual Incentives for any transactions is governed by your agreements with Virtual Incentives.

5. Lost or Stolen Card and Unauthorized Use

   You must take reasonable steps to protect the Card against loss, theft or unauthorized use.

   If the Card is lost, stolen or subject to unauthorized use, you must notify Virtual Incentives immediately by calling 646-736-2250. During this call, you will be asked to provide the Card number and answer identifying questions. Virtual Incentives is responsible and liable to us for all Card transactions that are completed before we are notified that such an event has occurred and also if Virtual Incentives approves transactions on any such Card. You may be liable to Virtual Incentives for some or all such transactions. Your liability to Virtual Incentives is subject to the terms of your agreements with Virtual Incentives. THIS CARD IS NOT ELIGIBLE FOR PROTECTION UNDER ANY ZERO LIABILITY POLICY.

   You agree to cooperate and assist with any attempts by us or by Virtual Incentives to recover any loss suffered from unauthorized users and to assist in their prosecution.

   You acknowledge that you understand that if you do not comply with these Terms, other persons may be able to obtain information about you or the Card.

6. Complaints

   You agree that we will not be liable in any way for any dispute arising out of the purchase of merchandise or services using the Card or any dispute about accessing Virtual Incentives funds that Virtual Incentives has agreed make available for purchases by you. We are not responsible for any failure to supply, lack of suitability or quality of any goods or services purchased from any Approved Retailer through the use of the Card. We are not liable for any action or failure to act of any Approved Retailer or a refusal by any Approved Retailer to honour the Card whether or not such failure or refusal is a result of any error or malfunction of equipment used to effect an authorization of the Card. We will not be liable for any damage, loss or inconvenience you may incur if you are unable to use the Card as a result of any failure, error, malfunction or technical problem with or at our service providers' systems or equipment, or with a POS.

   If you identify an error with a transaction, you must try to resolve the issue with the Approved Retailer as well as notify Virtual Incentives. You may still be liable for payment of a disputed transaction to Virtual Incentives. For information about such disputes, or how credits, if any, issued by Approved Retailer to the Card may be allocated against your obligations to Virtual Incentives, you must contact Virtual Incentives. Any amounts credited to the Card for returns will be treated by us as credits to and for the benefit of Virtual Incentives as the Cardholder. Any obligation to extend the benefit of such amounts by returning funds to you or crediting funds against any obligation you may have to Virtual Incentives is an issue solely between you and Virtual Incentives and subject to your agreements with Virtual Incentives.

   If you wish to dispute any transaction or entry made with the Card, you must contact Virtual Incentives immediately by calling 646-736-2250 or emailing [email protected].

   If you are not satisfied with the customer service decision, you may also contact Peoples Trust by calling 1-855-694-6214, or following our complaint handling process, which can be found at https://www.peoplestrust.com/en/about-us/resolving-your-concerns/.

   If for some reason we are unable to resolve your inquiry or concern relating to the Card, you may refer your inquiry or concern to the Ombudsman for Banking Services and Investments at 1-888-451-4519. You may also contact the Financial Consumer Agency of Canada (FCAC) in writing at 427 Laurier Ave. West, 6th Floor, Ottawa, ON K1R 1B9. The FCAC can also be contacted by telephone at 1-866-461-3222 or through its website at www.fcac-acfc.gc.ca.

   Disputes about your arrangements or any agreement with Virtual Incentives should be directed to Virtual Incentives, who is the service provider for Virtual Incentives Card Program. We will not become involved in any such dispute between you and another party.

7. Notice of Data Protection and Privacy Policy

   Personal Information Consent: You consent to the collection, use, disclosure and retention of your personal information by us for purposes relating to your activation and use of a Card and as otherwise described below. The collection of that information is necessary for the entering into and performance of these Terms. Therefore, if you do not consent to the collection, use, disclosure and retention of your personal information as described herein and in our privacy policy, you may not activate or use a Card. As explained below, you may withdraw your consent at any time by cancelling the Card. The restrictions and requirements described herein do not apply to information that is aggregated or otherwise de-personalized and does not identify you.

   Collecting Your Personal Information: We may collect information about you (e.g. your name, address, telephone number and date of birth) when you activate a Card and, if a Card is used by you, we and our service providers will collect information about you and your use of the Card and related services, including information about Card transactions you initiate (e.g. the date, amount and place of each transaction) (all collectively "Card User Information").

   From the date of these Terms throughout its term, we will collect your Card User Information directly from you and from other sources, including third party providers of identity verification, demographic and fraud prevention services, publicly available sources, such as internet sites, government agencies, and registries.

   How We Use, Retain, and Disclose Your Personal Information: We may collect, use, disclose and retain Card User Information for the purpose of performing our obligations and exercising our rights under our agreement with Virtual Incentives or these Terms, including issuing, delivering or activating the Card, processing transactions and providing support relating to the Card, performing fraud risk management, complying with Applicable Law and attempting to locate the Card for return to us.

   We may use, disclose and retain your Card User Information to verify your identity and to provide services relating use of the Card (including to administer the Card and to process Card transactions), to protect against fraud and for legal compliance purposes, to perform and enforce these Terms, to protect and enforce our legal rights and for other purposes required or permitted by Applicable Law. We may disclose your Card User Information to our service providers to assist us to provide services to you and to provide related services to us. We will also disclose your Card User information to Virtual Incentives as the Cardholder to facilitate Virtual Incentives’ administration of the Card Program and for other purposes agreed to between you and Virtual Incentives.

   We maintain physical, electronic and procedural security measures that comply with Canadian regulations to safeguard Card User Information.

   We and our service providers may use and store your Card User Information at facilities in various countries (including Canada and the United States of America). The personal information protection laws of those countries might be different from the laws of the jurisdiction in which you are located, and might permit courts, government, law enforcement and regulatory agencies and security authorities to access your Card User Information without notice. The laws on data protection in other jurisdictions, to which we may transfer your information, may differ from those in your jurisdiction and any personal information transferred to another jurisdiction will be subject to law enforcement and national security authorities in that jurisdiction. Subject to these laws, we will use reasonable measures to maintain protections of your personal information that are equivalent to those that apply in your jurisdiction. You hereby give your consent to such cross-border transfers (including to the United States) of such personal information to third parties for the purpose set out above.

   We will use and rely on your Card User Information to activate and administer the Card Virtual Incentives permits you to use and provide related services. We will rely on you to ensure that your Card User Information is accurate, complete and up to date. You must promptly notify Virtual Incentives (by calling 646-736-2250) of any changes to your Card User Information or if you discover any errors in your Card User Information. You may request access to your Card User Information we collect through Virtual Incentives, and by calling 646-736-2250. If such information is obtained from providers of identity verification data and demographic information, we will inform you of your right of access and rectification in relation to the file held by the personal information agent and will indicate to you the manner in which and the place where you may have access to the reports or recommendations and cause them to be rectified, where necessary.

   We may use your Card User Information (including your telephone and mobile phone numbers and your email addresses) to contact you, including by regular and electronic mail, telephone call (including by pre-recorded or artificial voice messages and automatic telephone dialing systems) and instant messaging, regarding the Card and related matters, regardless of whether you incur any long distance or usage charges as a result.

   We may monitor and record our communications and correspondence with you (including emails, online chats and telephone calls) for quality assurance, staff training and legal compliance purposes.

   Safeguarding Your Personal Information: We protect personal information in our possession or control from loss, theft, alteration and misuse. The safeguards employed by us to protect your personal information depend on the sensitivity, amount, distribution, format and storage of the personal information. Although technologies can make it easier for fraud to occur, we employ around the clock monitoring systems and controls to detect and prevent fraudulent activity. We also build fraud prevention measures into our due diligence processes and regularly update our fraud detection/prevention methods. While we take precautions to protect your personal information from loss, theft, alteration, or misuse, no system or security measure is completely secure. Any transmission of your personal data is at your own risk and we expect that you will use appropriate measures to protect your personal information as well.

   Other Uses of Your Personal Information: In addition to the foregoing, if you consent to other third party collection or use of your personal information (including Card User Information) for their own purposes (not as Peoples Trust’s service provider), including to send marketing and promotional messages to you, then we will not have any control over, and will not be responsible or liable for, the collection, use, disclosure and retention of your personal information by the third party, the marketing or promotional messages that they send to you, or any other wrongful act or omission by the third party.

   Your Right to Access Your Personal Information: Individuals may obtain access to the Card User Information we hold about them at any time and review its content and accuracy, and have it amended as appropriate; however, access may be restricted as permitted or required by law. To request access to such information, to ask questions about our privacy policies or to withdraw your consent to the collection, use and disclosure of your Card User Information and to cancel the Card and all related services, contact Virtual Incentives by calling 646-736-2250. If you withdraw your consent, we will continue to collect, use, disclose and retain your Card User Information for as long as may be reasonably required to perform services relating to the cancellation of the Card, to protect against fraud and for legal compliance purposes, to perform and enforce these Terms, to protect and enforce our legal rights and for other purposes required or permitted by Applicable Law.

   Peoples Trust’s Privacy Policies: Our general personal information practices are described in our privacy policy, as amended from time to time, available online at http://www.peoplestrust.com/en/legal/privacy-security/privacy/.

8. Amendments to these Terms

   You acknowledge that from time to time we may amend these Terms. Except as otherwise required by applicable law, Virtual Incentives, as Cardholder, will notify you of any such amendments by updating these Terms on the Website or delivering such amendments electronically.

9. No Warranty of Availability or Uninterrupted Use

   From time to time Card services may be inoperative, and when that happens, you may be unable to use the Card. Please notify Virtual Incentives (by calling 646-736-2250 if you have any problems using the Card. You agree that we are not responsible for any interruption of service.

10. Disclaimer of Warranties and Limitation of Liability

    Except as expressly otherwise provided in these Terms, neither Peoples Trust nor Peoples Trust’s service providers make any representations or warranties of any kind to you, whether express or implied, regarding any subject matter of these Terms, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose or those arising by statute or otherwise in law or from a course of dealing or usage of trade.

    Limitation of Liability: Except as expressly required by these Terms or the Applicable Law, neither Peoples Trust nor Peoples Trust’s service providers will be liable in any way for any dispute arising out of the purchase of merchandise or services using the Card or the failure of any Approved Retailer to honour the Card. Neither Peoples Trust nor Peoples Trust’s service providers are responsible for any failure to supply, lack of suitability or quality of any goods or services purchased from any Approved Retailer through use of the Card. Neither Peoples Trust nor Peoples Trust’s service providers will be liable for any action or failure to act of any Approved Retailer or refusal by any Approved Retailer to honour the Card, whether or not such failure or refusal is a result of any error or malfunction of equipment used to effect an authorization of the Card. Neither Peoples Trust nor Peoples Trust’s service providers will be liable for any damage, loss or inconvenience you may incur if you are unable to use the Card as a result of any failure, error, malfunction or technical problem with or at our distributors or with our service providers’ systems or equipment.

    Except as expressly required by these Terms or Applicable Law, neither Peoples Trust nor Peoples Trust’s service providers will be liable to you for performing or failing to perform any obligation under these Terms unless we have acted in bad faith. Without limiting the foregoing, neither Peoples Trust nor Peoples Trust’s service providers will be liable to you for delays or mistakes resulting from circumstances beyond our control, including, without limitation, acts of governmental authorities, national emergencies, insurrection, war, riots, failure of any Approved Retailer to honour the Card, failure of Virtual Incentives to fund the Card or approve transactions, failure of communication systems, or failures of or difficulties with our equipment or systems. Not in limitation of the foregoing, neither Peoples Trust nor Peoples Trust’s service providers will be liable to you for any delay, failure or malfunction attributable to your equipment, any Internet service, any payment system or any Customer Service function. In the event that Peoples Trust nor Peoples Trust’s service providers are held liable to you, you will only be entitled to recover your actual direct damages. In no event shall you be entitled to recover any indirect, consequential, exemplary or special damages (whether in contract, tort or otherwise), even if you have advised us of the possibility of such damages.

11. Website and Availability

    Although considerable effort is expended to make the Website and other operational and communications channels available, we do not warrant these channels to be available and error free at all times. You agree that we will not be liable for any interruptions in service, whether temporary or extended, due to maintenance or website changes or failures, or failures beyond our control, including but not limited to, the failure of interconnecting and operating systems, computer viruses, forces of nature, labour disputes or armed conflicts. Neither Peoples Trust nor Peoples Trust’s service providers will bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses that may affect your computer or other equipment.

12. Arbitration of Disputes

    Subject to all other terms set out in these Terms, and to the extent not prohibited by Applicable Law, you agree that any claim of any kind against Peoples Trust, Peoples Trust’s service providers, or Visa arising from or related to the Card and its use: (i) shall be resolved by final and binding arbitration before a single arbitrator at Vancouver, British Columbia and (ii) shall not be brought through class or individual litigation proceedings. If such a claim is advanced by class proceeding by any other person on your behalf, you will opt out of, or not opt into, such proceedings as circumstances dictate.

13. Entire Agreement

    These Terms set out the entire agreement between the parties with respect to the use of the Card. These Terms replace all prior agreements and understandings between the parties with respect to the Card.

14. Section Headings

    Section headings in these Terms are for convenience of reference only, and shall not govern the interpretation of any provision of these Terms.

15. Governing Law

    To the extent not prohibited by Applicable Law, you agree with us that any claim or action brought pursuant to these Terms will be brought in the exclusive jurisdiction of the courts of British Columbia and these Terms will be construed in accordance with and governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

    For Residents of Québec Only: The parties attorn to the jurisdiction of Québec and this Agreement will be construed in accordance with and governed by the laws of the province of Québec and the laws of Canada applicable therein.

16. English Language

    The parties have expressly required that this Agreement, and any communications, other contracts, documents and notices relating to this Agreement be drafted in the English language only. Les parties ont expressément exigé que la présente convention et toute communication, autres contrats, documents et avis qui y sont afférents soient rédigés dans la langue anglaise seulement.

17. Severability

    If any part of these Terms is found to be invalid or unenforceable by any court or government agency of competent jurisdiction, that invalidity or unenforceability shall not affect the remainder of these Terms, which shall survive and be construed as if such invalid or unenforceable part had not been contained herein.

    *Visa Int./Peoples Trust Company, Licensed User.

    Effective date: 23/April/2021