OnePay Cash Balance Account Agreement

OnePay Cash Balance Fees 

List of all fees for OnePay Cash balance Account

ONEPAY CASH BALANCE ACCOUNT AGREEMENT
Effective as of May 15, 2026

1. ONEPAY CASH BALANCE ACCOUNT AGREEMENT

2. FEES

3. IMPORTANT ELIGIBILITY AND PRODUCT LIMITATION

4. CONTACT INFORMATION

5. YOUR INFORMATION, ELIGIBILITY, AND TAX ACKNOWLEDGEMENT

6. IDENTITY VERIFICATION

7. USE OF THE ACCOUNT

8. NATURE OF YOUR CASH BALANCE

9. ACCESS TO ACCOUNT FEATURES

10. TRANSACTION TYPES AND LIMITATIONS

11. ACCOUNT LIMITATIONS, HOLDS, AND RESTRICTIONS

12. SENDING AND RECEIVING MONEY (ONE TO ONE TRANSFERS)

13. RECURRING TRANSFERS

14. DEPOSITS AND FUNDS AVAILABILITY POLICY

15. ACCOUNT INFORMATION AND STATEMENTS

16. ELECTRONIC FUND TRANSFER AGREEMENT AND DISCLOSURE

17. ACCESS POINT DISCLOSURE (NO PHYSICAL ACCESS DEVICE)

18. ACCOUNT CLOSURE; INACTIVE ACCOUNTS; UNCLAIMED PROPERTY

19. POWER OF ATTORNEY; INCOMPETENCE OR DEATH

20. DISCLOSURE OF ACCOUNT INFORMATION TO THIRD PARTIES

21. ELECTRONIC COMMUNICATIONS AND CONTACT CONSENT

22. GENERAL ACCOUNT TERMS

23. INDEMNIFICATION AND LIMITATION OF LIABILITY

24. JURY TRIAL WAIVER

25. ARBITRATION PROVISION AND CLASS ACTION WAIVER

1. ONEPAY CASH BALANCE ACCOUNT AGREEMENT
   
   This OnePay Cash balance Account Agreement (the “Agreement”) govern your access to and use of the OnePay Cash balance Account (the “Account” or “Cash balance”), a prepaid stored value account that allows you to hold funds, add funds, withdraw funds, and send and receive money with other eligible OnePay users, subject to the terms, limits, and conditions described in this Agreement. Unless otherwise expressly stated, all references to “funds” in this Agreement mean money denominated in sovereign currency and do not include cryptocurrency or any other digital asset.
   
   The Account is offered by Payment Progress LLC (“PayPro,” “we,” “us,” or “our”), a licensed money transmitter that provides money transmission and stored value services in accordance with applicable law. Payment Progress LLC’s Nationwide Multistate Licensing System (“NMLS”) identification number is 2638747. You may obtain additional information about PayPro’s licensing status, including state-specific disclosures, at: https://www.paymentprogressllc.com/licenses and through the NMLS Consumer Access website at www.nmlsconsumeraccess.org.
   
   PayPro interacts with you through the website and mobile application (collectively, the “OnePay App”), which are owned and operated by PayPro's affiliate, One Finance, Inc. (“OFI”). 
   
   Certain other financial products, including demand deposit accounts (referred to herein as Onepay deposit accounts), are offered separately through OFI’s partnerships with unaffiliated FDIC-member banks (each, a “Sponsor Bank”). The Account is separate from any Onepay deposit account offered through such Sponsor Banks and is not a bank account.
   
   By opening, accessing, or using the Account, you agree that you have read, understood, and agree to be bound by this Agreement, including its arbitration agreement. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT OPEN OR USE THE ACCOUNT. 
   
   Other products and services offered by our affiliate(s) through the OnePay App may have additional agreements or terms you may be required to accept. Please read the entire Agreement carefully and retain a copy in electronic and/or paper form for your records. You can also access the most recent version of this Agreement in the OnePay App. 
   
   This Agreement also refers to and incorporates the:

   • OnePay Terms of Service

   • E-Sign Consent Agreement

   • OnePay Privacy Policy

   • OnePay Privacy Notice

   
   Current versions of these documents and this Agreement are available at https://www.onepay.com.
   
   

2. FEES 
   
   Fees that apply to your Cash balance and to features or transactions available through the Cash balance are disclosed in the OnePay Cash balance Fee (see above). That fee disclosure is incorporated into this Agreement. Any fee assessed against your Cash balance will be reflected in the transaction history or other account information we make available to you, as required by law.
   
   

3. IMPORTANT ELIGIBILITY AND PRODUCT LIMITATION 
   
   Eligibility for the Account is determined by us in our discretion. You may not maintain both a OnePay Cash balance Account and a OnePay deposit account at the same time. If you open or maintain a OnePay deposit account, you may not be eligible to open or continue using a Cash balance. We may close, suspend, or convert your Account as needed to enforce this product limitation.
   
   The Account may be used only for personal, family, or household purposes. The Account may not be used for business purposes.
   
   

4. CONTACT INFORMATION 
   
   For account inquiries, errors, or unauthorized electronic fund transfers, or any other reason, you may reach us at the contact information below:
   

   Phone (toll-free): 855-830-6200

   Mail: Payment Progress LLC
   P.O. Box 513717
   Los Angeles, CA 90051

   
   
   Our business days are Monday through Friday, excluding holidays observed by the Federal Reserve System (“Business Day”).
   
   

5. YOUR INFORMATION, ELIGIBILITY, AND TAX ACKNOWLEDGEMENT 
   
   You may open a Cash balance only for yourself and not on behalf of any other person. By applying for an Account, you represent and warrant that all information you provide is true, accurate, current, and complete.

   1. Eligibility.
      
      To open and maintain an account, you must: 

      • Be at least 18 years old; 

      • Be a resident of the United States; 

      • Reside in a U.S. state or jurisdiction where PayPro is licensed to offer the Account or otherwise able to conduct business in that jurisdiction; and 

      • Meet our identity verification requirements described below. 

      
      
      
      The Account is only available in certain states and jurisdictions. Your eligibility may depend on your state of residence, physical location, and our licensing or regulatory obligations. If you no longer meet these requirements, for example, if you move to a state where the Account is not available, we may restrict, suspend, or close your Account.
      

   2. Your Information. You warrant that all information you provide us when opening a Cash balance and throughout your use of your Account is truthful, accurate, current, and complete. You are responsible for keeping your Account information up to date, including your name, residential address, email address, telephone number, and any other information we request. You may update your information through the OnePay App or by contacting us. You agree to promptly update your information if it changes.
      

   3. Tax acknowledgement. You acknowledge that we have no fiduciary or trustee obligations to you in connection with your Account and that we have not advised you on any community property, tax, or estate planning matters. You should consult a tax and/or estate planning advisor about your specific circumstances.
      
      

6. IDENTITY VERIFICATION
   
   Before you can open a Cash balance, you will need to provide personal information in order for us to verify your identity in accordance with applicable law. You agree to provide accurate and complete information, which may include:

   • Your full legal name 

   • Physical residential address 

   • Date of birth 

   • Social Security number or other government-issued identification number 

   • Phone number 

   
   We may also use information that you previously provided in connection with another OnePay product or service to verify your identity, including information collected by PayPro or its affiliates.
   
   We may request additional information or documentation at any time to verify your identity or comply with legal and regulatory requirements. We may deny your application, restrict your Account, or close your Account if we are unable to verify your identity.
   
   

7. USE OF THE ACCOUNT
   
   You may use the Account only in accordance with this Agreement and applicable law. You may not use the Account for any illegal activity, including fraud, money laundering, terrorist financing, or any activity related to prohibited gambling or unlawful goods or services. You may not use the Account to purchase goods or services from merchants. The Account is intended solely to hold funds, add funds through permitted funding methods, withdraw funds to a linked financial account, and facilitate person-to-person transfers between eligible OnePay users. 
   
   We may monitor your Account for fraud, risk, security, legal compliance, or other operational purposes. If we determine, in our sole discretion, that your Account is being used in violation of this Agreement or applicable law, we may decline transactions, place holds on funds, suspend or restrict the Account, or close the Account.
   
   

8. NATURE OF YOUR CASH BALANCE
   
   Your Cash balance represents funds held by PayPro on your behalf. The Account is not a checking account, savings account, demand deposit account, brokerage account, or other bank account. Funds in your Cash balance are not deposits and the Cash balance itself is not FDIC insured. Your Cash balance is not eligible for FDIC pass-through insurance, PayPro may combine the funds underlying your Cash balance with funds of other customers whose accounts are also not eligible for FDIC pass-through insurance. PayPro may hold or invest these pooled funds in liquid investments in accordance with applicable state money transmitter laws.
   
   You will not receive any interest or other return on funds held in your Cash balance. The obligation to you represented by your Cash balance is an unsecured claim against PayPro and is not secured by any such investments. You do not have any ownership interest (legal or beneficial) in any investments made by PayPro with respect to these funds. Customer funds are maintained separate from PayPro’s corporate funds. PayPro will not use such funds for its operating expenses or other corporate purposes and will not voluntarily make such funds available to its creditors in the event of insolvency, except as required by applicable law.
   
   

9. ACCESS TO ACCOUNT FEATURES
   
   Certain account features may not be available to you. We may decide, in our sole discretion, which features to make available and on what platforms to make them available (e.g., website, app, etc.). Your ability to use certain features may be suspended at any time.
   
   

10. TRANSACTION TYPES AND LIMITATIONS
    

    1. How Deposits and Withdrawals May be Made
       
       You may deposit and withdraw funds from your Account as described in this Agreement. We only accept deposits in U.S. Dollars and do not accept deposits in any other currency.  
       
       You may deposit funds into your Account through the following methods:

       • Bank transfer from a linked account via Automated Clearing House (“ACH”); and 

       • Receipt of a One to One transfer. 

       
       You may withdraw funds from your Account through the following methods, subject to applicable limitations: 

       • Bank transfer to a linked account via ACH; and

       • Sending a One to One transfer.  
         

    2. Transaction Limitations
       
       Your Account is generally subject to the following limits:
       

       • If making a bank transfer via ACH, you may only transfer up to $100,000 per transaction 

       • If making a One to One transfer:

         • You may only send up to 10 transactions per day.

         • You may only receive up to 20 transactions per day.

         • You may not send more than $500 to a specific recipient within 24 hours of the first time you send money to that recipient.

         • In the first 30 days after your Account is opened: 

           • You may send up to $5,000 per month (rolling 30 days). 

           • You may receive up to $5,000 per month (rolling 30 days). 

         • For all other OnePay customers: 

           • You may send up to $7,500 per month (rolling 30 days). 

           • You may receive up to $7,500 per month (rolling 30 days).  
             
             

11. ACCOUNT LIMITATIONS, HOLDS, AND RESTRICTIONS
    
    We may place a hold on funds in your Account, delay or decline a transaction, or limit, suspend, or restrict your Account or certain features of your Account if we reasonably determine that such action is necessary to:

    • Verify your identity or the authorization of a transaction; 

    • Investigate suspected fraud, unauthorized activity, or other suspicious activity; 

    • Comply with applicable law, regulation, or legal process (as defined below); or 

    • Manage risk, including potential losses, reversals, chargebacks, or disputes. 

    
    Funds subject to a hold may not be available for use until the hold is lifted. The duration of any hold will depend on the circumstances and may extend beyond typical processing timeframes where reasonably necessary.
    
    If your Account is limited or restricted, you may not be able to:

    • Send or receive funds; 

    • Withdraw funds; or 

    • Access certain Account features. 

    
    We will notify you of such limitations as required by applicable law. However, we may be unable to provide notice in advance or at all where doing so could compromise security, risk management, or compliance efforts.
    
    To remove a limitation, we may require additional information or documentation. Even after you provide requested information, we may maintain restrictions if we determine that risk remains. Your Account may also be subject to legal process (such as a garnishment, levy, or court order), and we may take actions required to comply with such obligations, including placing holds on funds or restricting access to your Account.
    
    

12. SENDING AND RECEIVING MONEY (ONE TO ONE TRANSFERS)
    
    The One to One service is a person-to-person payment service that allows you to send money to and receive money from other OnePay customers who maintain an eligible OnePay account that has not been restricted. Eligible accounts may include a Cash balance or a OnePay deposit account.

    1. Sending Funds. When you initiate a One to One transfer, funds will be debited from your eligible OnePay account when the transaction is completed. One to One transfers are subject to any applicable transaction limits described in this Agreement or otherwise disclosed to you. Once a One to One transfer is initiated, it generally cannot be canceled or reversed except as expressly described in this Agreement or as required by law.

    2. Receiving Funds. Funds sent to your eligible OnePay account will typically be made available promptly, but availability may be delayed for security, legal, compliance, or operational reasons.

    3. Use with Trusted Parties Only. One to One transfers are intended for payments between people who know and trust one another. One to One transfers are similar to cash and, subject to applicable law, may not be recoverable once sent.

    4. No Purchase Protection. One to One transfers are not intended for merchant purchases and you may not use your Cash balance to purchase goods or services from merchants. We do not provide purchase protection, buyer protection, or dispute resolution for goods or services in connection with One to One transfers.

    5. our Responsibility. Subject to applicable, law, you are responsible for all One to One transfers you authorize, including transfers made because you entered the wrong recipient information, typed the wrong amount, selected the wrong recipient, or otherwise made an error. You are also responsible if you authorize a transfer to a person who later fails to provide goods or services as expected.

    6. Reversals and Invalid Transfers. If you receive a One to One transfer and we later determine, in our sole discretion, that the transfer was invalid for any reason (e.g., the transfer was not authorized by the sender or did not comply with the terms of this Agreement), we may debit your Eligible OnePay account for the amount of the invalid transfer. If your account has insufficient funds, you will owe us the remaining funds.
       
       

13. RECURRING TRANSFERS 
    
    Recurring transfers may be available for your Cash balance only if we make that feature available to you through the OnePay App. If you establish a recurring transfer, you authorize us to initiate transfers from your Cash balance in accordance with the amount, destination, frequency, and other instructions you provide.
    
    You may modify or cancel a recurring transfer through the OnePay App or by contacting us, subject to the timing and stop-payment rights described in Section 17(b) (Stopping Payment of Preauthorized Electronic Fund Transfers). We may delay, skip, or cancel a recurring transfer if you do not have sufficient available funds, if the transfer cannot be completed, or if we determine that doing so is necessary for operational, risk, security, or compliance reasons.
    
    

14. DEPOSITS AND FUNDS AVAILABILITY POLICY
    
    Subject to applicable law, we have the right to refuse any deposit. If any ACH deposit, or electronic fund transfer to your Account is incomplete or returned to us for any reason, you agree to reimburse us for such returned funds previously made available to you. 

    1. Funds Availability. Funds received by electronic transfer, including ACH transfers, may be made available on the Business Day we receive the funds or on the effective date of the transfer if later. However, ACH transfers are subject to processing, settlement and verification. As a result, even if funds are made available to your Account, we may delay, restrict, or condition your ability to withdraw or transfer such funds until the transfer is fully settled or verified. 
       
       

15. ACCOUNT INFORMATION AND STATEMENTS 
    
    We do not provide periodic paper statements for your Cash balance. Instead, in accordance with applicable law, we provide you with electronic access to your Account information.
    
    You may obtain information about your Cash balance as follows:

    • You may access your current account balance through the OnePay App or by calling 1-855-830-6200; 

    • You may access at least twelve (12) months of electronic transaction history through the OnePay App; and 

    • You may request a written transaction history covering at least twenty-four (24) months of your Account activity by calling us or writing to us Payment Progress LLC, P.O. Box 513717, Los Angeles, CA 90051.   You will not be charged a fee.  

    
    We will provide the requested written transaction history within a reasonable time as required by applicable law.
    
    The timing for reporting unauthorized transactions and errors, including the sixty (60) day notification period described in Section 17(d), is based on when such transaction history is made available to you in the OnePay App or when you request and receive a written transaction history, as applicable.
    
    You are responsible for reviewing your Account activity promptly and notifying us as soon as possible if you identify an unauthorized transaction, an error, or any discrepancy.
    
    

16. ELECTRONIC FUND TRANSFER AGREEMENT AND DISCLOSURE
    
    This EFT Agreement and Disclosure is made in accordance with federal law regulating electronic funds transfer services. The Electronic Fund Transfer Act and Regulation E apply to any account established primarily for personal, family, or household purposes, and require financial institutions to provide certain information to customers. EFTs are electronically initiated transfers of money involving an account at a financial institution. The following disclosures set forth your and our rights and responsibilities concerning EFTs.

    1. Electronic Fund Transfers. An EFT is any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, that is initiated through an electronic terminal, telephone, computer or magnetic tape to instruct us to debit or credit an account. EFTs include such electronic transactions as direct deposits or withdrawals of funds, automated teller machine transfers, transfers initiated by telephone, and transfers initiated through the OnePay App. Preauthorized EFT is an EFT that you have authorized in advance to recur at substantially regular intervals, for example, recurring transfers into your Account.

    2. Stopping Payment of Preauthorized Electronic Fund Transfers. If you authorize a preauthorized electronic fund transfer from your Cash balance, including a recurring transfer, you may stop payment by calling us at 1-855-830-6200 or writing to us at Payment Progress LLC, P.O. Box 513717, Los Angeles, CA 90051, in time for us to receive your request at least three (3) Business Days before the scheduled transfer date.
       
       If you call, we may require you to provide your request in writing within fourteen (14) days after your call. If we require written confirmation and do not receive it within fourteen (14) days, we may remove the stop-payment order.
       
       If you order us to stop a preauthorized electronic fund transfer at least three (3) Business Days before the scheduled transfer date and we do not do so, we will be liable for your losses or damages to the extent required by applicable law.
       
       If the amount of a preauthorized electronic fund transfer may vary, we will provide notice of the amount and scheduled transfer date at least ten (10) days before the transfer, unless you have elected to receive notice only when the transfer amount differs by more than a certain amount from the previous transfer or falls outside limits you set.

    3. Our Liability for Failure to Complete Transfers. If we do not complete an EFT to or from your Account on time or in the correct amount according to our Agreement with you, we will be liable for your losses or damages, subject to the following exceptions:

       • Through no fault of ours, you do not have enough money in your Account to make the transfer;

       • Circumstances beyond our control (such as fire or flood) prevent the transfer, despite reasonable precautions that we have taken;

       • For preauthorized electronic fund transfers, third party data was not timely received or was incomplete or erroneous or a transfer recipient has died; or

       • Your Access Device (as defined in Section 17(e) (Liability for Unauthorized Transfers)). is lost or stolen or we suspect that the transfer is unauthorized.

    4. In case of Errors or Questions about Electronic Fund Transfers. This section 17(d) constitutes the exclusive error resolution procedures applicable to electronic fund transfers under the Electronic Fund Transfer Act and Regulation E. Contact us as soon as possible if you think an error has occurred in your Account or if you need more information about a transfer. You can contact us by: 

       • Calling 1-855-830-6200; or

       • Writing to Payment Progress LLC, P.O. Box 513717, Los Angeles, CA 90051

       
       You may report an error until sixty (60) days after the earlier of the date you electronically access your Account transaction history through the OnePay App, 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 calling us at 1-855-830-6200 or by writing us at Payment Progress LLC, P.O. Box 513717, Los Angeles, CA 90051. You may only assert an error by contacting us at the phone number or address set forth above. 
       
       When contacting us, you will need to tell us:

       • Your name 

       • Describe the error or the transfer you are unsure about and explain as clearly as you can why you believe it is an error or why you need more information; and

       • Tell us the dollar amount of the suspected error.

       • Approximately when the error took place.

       
       If you tell us orally, we may require that you send us your complaint or question regarding an EFT 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 Cash balance within 10 Business Days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. 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 Cash balance.
       
       For errors involving new Accounts, point-of-sale, or transactions initiated outside of the United States, 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 you for the amount you think is in error. A new Account is an Account that was first funded within 30 days prior to the error.
       
       We will tell you the results within 3 Business Days after completing our investigation. 
       
       If we decide that there was no error, we will send you a written explanation. If we provisionally credited your Cash balance and determine that no error occurred, we may reverse the provisional credit as permitted by applicable law. You may ask for copies of the documents that we used in our investigation. You may ask for copies of the supporting documents that we used in our investigation.
       
       If you have arranged to have preauthorized transfers made to your Account at least once every 60 days from the same person or company, you can call us at 855-830-6200 to find out whether or not the transfer has been made.
       
       If you need more information about our error-resolution procedures, call us at 855-830-6200 or visit onepay.com/help-center/.
       
       This section governs the timing and procedures for reporting errors and unauthorized electronic fund transfers. To the extent any other section of this Agreement addresses error resolution or unauthorized transfers, this Section 17(d) will control.

    5. Liability for Unauthorized Transfers. Tell us AT ONCE if you believe your Account login credentials (an "Access Device") has been lost or stolen, or if you believe that an electronic fund transfer has been made without your permission. Telephoning is the best way of keeping your possible losses down. You could lose all the money in your account. If you tell us within two (2) Business Days after you learn of the loss or theft of your Access Device, you can lose no more than $50 if someone used your Access Device without your permission.
       
       If you do NOT tell us within two (2) Business Days after you learn of the loss or theft of your Access Device, and we can prove we could have stopped someone from using your Access Device without your permission if you had told us, you could lose as much as $500.
       
       If your Account transaction history shows transfers that you did not make, including those made by an Access Device or other means, tell us at once. If you do not tell us within sixty (60) days after the earlier of the date you electronically access your Account transaction history through the OnePay App, 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, and we determine that we could have stopped someone from making those transfers if you had told us sooner, you may not get back any money you lost after the sixty (60) days. If a good reason, such as a long trip or hospital stay, kept you from telling us, we will extend the time periods.
       

    6. Contact Us In the Event of Unauthorized Transfers. If you believe your Access Device has been lost or stolen, contact us pursuant to Section 4. You should also contact us if you believe a transfer has been made without your permission.
       

    7. Incomplete Consumer Identification and Verification Process. We will not be subject to follow the error resolution requirements and liability limits if we have not been able to conclude our consumer identification and verification process of you for your prepaid account or we have concluded our consumer identification and verification process with respect to a particular prepaid account but we could not verify your identity. We will comply with the error resolution requirements and liability limits following the conclusion of our consumer identification and verification process. 
       
       

17. ACCESS POINT DISCLOSURE (NO PHYSICAL ACCESS DEVICE)
    
    Because your Cash balance does not include a physical access device, information about PayPro, including our name, telephone number, and the website or mobile application through which you may access your Account, is made available to you through the OnePay App and other electronic access points used to access your Account, in accordance with applicable law.  Additional contact information available in section 4 of this Agreement. 
    
    

18. ACCOUNT CLOSURE; INACTIVE ACCOUNTS; UNCLAIMED PROPERTY 
    
    You may request to close your Account at any time by contacting customer support through the OnePay App or other available channels. Before your Account can be closed, you must withdraw all funds from your Cash balance. You remain responsible for all obligations incurred prior to closure, including any fees, negative balances, or pending transactions. You are responsible for canceling any recurring or preauthorized transfers (such as bill payments) before requesting Account closure, and any such transactions not canceled may be returned unpaid or rejected.
    
    We may, at any time and in our sole discretion, restrict, suspend, or close your Account (or any feature of your Account), with or without prior notice, to the extent permitted by applicable law. This may include, without limitation, situations involving suspected fraud, misuse, or violation of this Agreement, legal or regulatory requirements, your withdrawal of consent to receive required communications, or operational or risk considerations. If your Account is closed, we may return any remaining balance to you, less any amounts owed to us, by transferring funds to a linked external account or by mailing a check to your address on file, as permitted by law.
    
    We may consider your Account inactive if there has been no customer-initiated activity for a period of 365 days. If your Account remains inactive, we may classify it as dormant and may restrict or close the Account in accordance with applicable law. If your Account remains inactive for a longer period, applicable unclaimed property or escheatment laws may require us to transfer your funds to the appropriate state authority, and you may be required to contact that state agency to recover your funds.
    
    When your Account is closed, we may hold funds for a reasonable period to cover any pending or previously authorized transactions, and we are not obligated to accept deposits or process new transaction instructions. We may report the closure of your Account to consumer reporting agencies or other third parties, as permitted by law. Closure of your Account will not affect any rights or obligations that arose prior to closure.
    
    We may decline or delay your request to close your Account if your Account has a negative balance, if there are pending or unsettled transactions, or if your Account is subject to legal process (including garnishment, levy, or similar orders). In such cases, we may restrict withdrawals until the condition is resolved.
    
    

19. POWER OF ATTORNEY & INCOMPETENCE OR DEATH
    

    1. Power of Attorney. You may give another person (called an “attorney in fact”) authority to withdraw funds from and/or take other actions with respect to your Account pursuant to a power of attorney acceptable to us. To appoint an attorney in fact for your Account, you or your attorney in fact must contact us directly. Unless prohibited by applicable law, we may refuse to honor a power of attorney or allow the appointment of an attorney in fact for your Account for any reason. An attorney in fact may not open an Account on your behalf. Once we accept your power of attorney, we may allow your attorney in fact to access and otherwise transact through your Account unless or until we receive and have had a reasonable opportunity to act on written notice that you have died or that the power of attorney has been revoked. We have no duty to monitor or ensure that the acts of your attorney in fact are for your use or benefit or are otherwise permissible under applicable law. We will not be liable if your attorney in fact exceeds his or her powers or does not comply with your instructions or applicable law. You agree to hold us harmless from and against any actions we take based upon the instructions of your attorney in fact or that your attorney in fact takes regarding your Account, unless or until we receive and have had a reasonable opportunity to act on written notice that you have died or that the power of attorney has been revoked.
       

    2. Incompetence or Death. You agree that your appointed party or individual, or your designee, will notify us promptly if you die or become legally incapacitated. We will continue to accept deposits and process transaction instructions into and from your Account until we are (1) notified of your death or adjudication of incompetency, and (2) have a reasonable opportunity to act. You agree that, even if we have knowledge of your death, we may pay or process transactions to or from your Account on or before the date of death for up to ten (10) days after that date unless ordered to stop payment by someone claiming interest in your Account. We may require additional documentation to confirm any claims on your Account. If certain payments originating from government entities are deposited into your Account after your death, we may be required to return those payments to the originator upon notice.
       
       

20. DISCLOSURE OF ACCOUNT INFORMATION TO THIRD PARTIES
    
    We will disclose information to third parties about your Account or the transfers you make: where it is necessary for completing transactions including transfers; in order to verify the existence and condition of your Account for a third party; in order to comply with applicable law, government agency requirements, or court orders; if you give us your permission; or as permitted in the OnePay Terms of Service or the OnePay Privacy Policy.
    
    

21. ELECTRONIC COMMUNICATIONS AND CONTACT CONSENT 
    
    Your use of the Account is subject to the OnePay Terms of Service. To the extent of any conflict between this Agreement and the OnePay Terms of Service, this Agreement will govern with respect to your Cash balance, and the OnePay Terms of Service will govern in all other respects. 
    
    You agree that we may provide you with disclosures, notices, agreements, transaction information, and other communications related to your Account (“Communications”) electronically, including through the OnePay App, by email, or by other electronic means permitted by law.
    
    You are responsible for:

    • Maintaining a valid and current email address and telephone number associated with your Account; and 

    • Promptly reviewing all Communications, we provide to you. 

    
    You may request a paper copy of certain Communications by contacting customer support. We may charge a reasonable fee for providing paper copies to the extent permitted by law.

    1. Consent to Electronic Delivery. Because the Account is offered and serviced through digital channels, your consent to receive Communications electronically is required to open and maintain your Account. You may withdraw your consent by contacting us; however, if you do so, we may close your Account. Withdrawal of consent will not affect the validity or enforceability of Communications previously provided to you electronically.
       

    2. Contact Authorization. By providing us with a telephone number or email address, you authorize us and our service providers to contact you regarding your Account using reasonable means, which may include phone calls, text messages, push notifications, or email.

    
    These communications may include:

    • Account-related alerts and notifications; 

    • Security and fraud-related communications; and 

    • Other non-marketing communications necessary to service your Account. 

    
    You may opt out of marketing communications as described in the OnePay Terms of Service. However, you must continue to accept non-marketing communications related to your Account.
    
    Message, data, and call rates may apply. You are responsible for any charges imposed by your communications provider.
    
    

22. GENERAL ACCOUNT TERMS

    1. Setoff
       
       You acknowledge and grant us the right to use any of the funds in your Account to cover any money you owe to us (referred to as a "right of setoff"), including for, among others, an overdraft. We may (without prior notice and when permitted by law) set off the funds in your Account against any due and payable debt you owe us now or in the future. If the debt arises from a note, "any due and payable debt" includes the total amount to which we are entitled to demand payment under the terms of the note at the time we set off, including any balance we properly accelerate under the note.
       
       If we set off a debt you owe us against your Account and we refuse to pay any subsequent transaction, we will not be liable for a refusal to pay any such transaction(s) in connection with the setoff. You agree to hold us harmless from any claim arising as a result of our exercise of our right of setoff.
       

    2. Amendments 
       
       We may at any time change or delete any term of this Agreement or add any new terms to the Agreement. When required by law, we will give you notice before the effective date of any such change, deletion, or addition that is adverse to you in writing or by any other method permitted by law. If you are unwilling to agree to such amendments, you have the right to close your Account prior to the changes taking effect. Your continued use of the Account after the effective date of the change constitutes your agreement to the amended Agreement. You can also access the most recent version of this Agreement in the OnePay App.
       

    3. Legal Proceedings
       
       You understand that we may from time to time receive "Legal Process" in connection with your Account. Legal Process includes writs of attachment, execution or garnishment, tax withholding orders, levies, restraining orders, subpoenas, warrants, injunctions, requests for information from government agencies, search warrants, forfeiture orders, or similar documents or proceedings. You agree that we are not required to contest any Legal Process. We may in our discretion notify you of our receipt of Legal Process, but are not required to do so unless applicable law provides otherwise. We will not notify you of any Legal Process received if we believe the law prohibits us from doing so. In response to Legal Process we may hold or turn over Account funds or other property to a court, creditor, government agency or person named in the Legal Process as required by law.
       

    4. Governing Law; Choice of Forum
       
       This Agreement and your Account are governed by the laws of the United States and to the extent that state law applies, the law of the state of Washington, without regard to conflicts of laws principles. To the extent that any dispute arising under this Agreement or relating in any way to your Account is not arbitrated, you consent to the exclusive jurisdiction of, and agree that such dispute may be resolved by, courts located in Snohomish County, Washington or the U.S. District Court for the Western District of Washington.
       

    5. Assignment
       
       To the extent permitted by applicable law, we may assign this Agreement without obtaining your consent. You may not assign or transfer your Account or this Agreement without our prior written consent.
       

    6. Severability
       
       If any provision of this Agreement is found to be invalid or unenforceable, all remaining provisions will continue in full force and effect.
       

    7. Non-Waiver
       
       The fact that we may decide not to enforce, or may delay enforcing, our rights under this Agreement on one or more occasions does not mean that we waive our right to enforce them on any later occasion. 
       

    8. Interpretation
       
       The headings in this Agreement are for convenience or reference only and do not govern the interpretation of the Agreement's provisions. Unless it would be inconsistent to do so, words and phrases used in this Agreement shall be construed so the singular includes the plural and the plural includes the singular.
       

    9. Notice and Cure
       
       Prior to initiating a lawsuit or arbitration regarding a legal dispute or claim relating in any way to this Agreement or the Account (as more fully defined in the Arbitration and Class Action Waiver provision, a "Dispute"), the party asserting the claim (the "Claimant") shall give the other party (the "Defending Party") written notice of the claim (a "Notice of Dispute").
       
       Any Notice of Dispute to you shall be sent by mail or email to the address for you maintained in our records. Any Notice of Dispute to us shall be sent by mail to Payment Progress LLC, Attn: Notice of Dispute, P.O. Box 513717, Los Angeles, CA 90051-3717 (or such other address as we subsequently provide you). Any Notice of Dispute must include: (i) your Account number; and (ii) the Claimant's name, mailing and email address, and phone number; and (iii) a description of the nature and basis of the Dispute and the specific relief sought. The Notice of Dispute must be personally signed by you if you are the Claimant or by our representative if we are the Claimant. To safeguard your account, if you are represented by an attorney, your Notice of Dispute must also include a signed statement authorizing us to discuss your account and share your confidential account information with your attorney.
       
       Whoever sends the Notice of Dispute must give the other party 60 days after receipt of a fully complete Notice of Dispute to investigate the claim. During that period, either you or we may request an individualized discussion (by phone call or videoconference) regarding settlement ("Informal Settlement Conference"). You and we must work together in good faith to select a mutually agreeable time for the Informal Settlement Conference (which can be after the 60-day period). You and a representative from PayPro must personally participate, unless otherwise agreed in writing. Your and our lawyers (if any) also can participate.
       
       Any applicable statute of limitations or contractual limitations period will be tolled for the claims and request relief in the Notice of Dispute during the "Informal Resolution Period," which is the period between the date a complete Notice of Dispute is received and the later of (i) 60 days later or (ii) the date the Informal Settlement Conference is completed, if timely requested.
       
       A lawsuit or arbitration asserting a Dispute cannot be commenced until after the Informal Resolution Period has ended for that Claim. Section 26(d) has additional requirements for commencing certain coordinated arbitrations. The requirements of this Section are essential so that you and we have a meaningful opportunity to resolve disputes informally. If any aspect of these requirements has not been met, a court can enjoin the filing or prosecution of an arbitration or lawsuit. In addition, unless prohibited by applicable law, the arbitration provider may not accept or administer the arbitration, nor assess fees for such an arbitration.
       

    10. Entire Agreement
        
        This Agreement as well as the documents incorporated by reference herein constitute the entire and sole agreement between you and us with respect to the Account and supersedes all prior understandings, arrangements, or agreements, whether written or oral, regarding the Account, provided however that to the extent a customer obtains other products or services offered by us, those products or services may have additional agreements that govern the terms of such product.
        
        

23. INDEMNIFICATION AND LIMITATION OF LIABILITY
    

    1. Indemnification
       
       Subject to applicable law and at our request, you agree to defend, indemnify, and hold harmless us and our parents, subsidiaries, and other affiliated companies, and our and their employees, contractors, officers, and directors against any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, and expenses (including, without limitation, reasonable attorneys' fees and court costs) that arise from your violation of this Agreement, applicable law, or any third-party rights or your fraud or willful misconduct. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defenses.
       

    2. Limitation of Liability
       
       Except as otherwise expressly provided in this Agreement or as otherwise required by applicable law, we, our affiliates, and the parties with whom we contract in order to offer the Account and related services are neither responsible nor liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating in any way to the Account, any products or services purchased using an Account, or this Agreement (as well as any related or prior agreement that you may have had with us).
       
       

24. JURY TRIAL WAIVER
    
    WAIVER OF RIGHT TO TRIAL BY JURY - WE AND YOU ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT BUT MAY BE WAIVED IN CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED BY LAW, YOU AND US  KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR RELATIONSHIP WITH PAYPRO. THIS JURY TRIAL WAIVER SHALL NOT AFFECT OR BE INTERPRETED AS MODIFYING IN ANY FASHION THE ARBITRATION AND CLASS ACTION WAIVER PROVISION SET FORTH IN THE NEXT SECTION, IF APPLICABLE, WHICH CONTAINS ITS OWN SEPARATE JURY TRIAL WAIVER.
    
    

25. ARBITRATION PROVISION AND CLASS ACTION WAIVER

    1. Arbitration Provision 
       
       THIS ARBITRATION PROVISION AFFECTS YOUR RIGHTS. PLEASE READ IT CAREFULLY BEFORE AGREEING TO THIS AGREEMENT. EXCEPT AS OTHERWISE NOTED, CAPITALIZED TERMS HAVE THE MEANING SPECIFIED IN THIS AGREEMENT.
       
       Except as otherwise explicitly provided in this Arbitration Provision, PayPro, and any other bank or financial institution with which PayPro partners together with their parent companies, wholly or majority-owned subsidiaries, affiliates, commonly-owned companies, successors, assigns and any of these entities' employees, officers, directors and agents and their successors, assigns, affiliates and service providers (collectively, the "Transaction Parties") and you can elect to resolve any past, present or future dispute or claim ("Dispute") arising from or relating in any way to your Account or this Agreement or the relationships between you and PayPro and/or Transaction Parties resulting therefrom, by binding arbitration under the Consumer Arbitration Rules (the "Consumer Rules") of the American Arbitration Association ("AAA"), rather than in court. (Solely for purposes of this Arbitration Provision, the term Transaction Parties also includes any third party providing any goods and/or services in connection with your Account on behalf of a Transaction Party, if that third party is named as a defendant along with a Transaction Party in a single proceeding.)
       
       Except as otherwise explicitly provided in this Arbitration Provision, "Dispute" broadly includes, without limitation: any claims based in contract, statute, ordinance, tort, fraud, consumer rights, misrepresentation, equity or any other legal theory; initial claims, counterclaims, cross-claims and third-party claims; federal, state and local claims; and claims which arose before the date of your application for an Account, including, but not limited to, any dispute or claim arising before the date you opened an Account or accepted this Agreement.
       
       The Federal Arbitration Act ("FAA") and federal arbitration law apply to this Arbitration Provision. There is no judge or jury in arbitration and court review of an arbitration award is limited, but an arbitrator can award an individual the same damages and relief as a court in an individual case and must apply and follow applicable substantive law, consistent with the FAA, and the terms of this Agreement, the OnePay Terms of Service and any agreement governing a product or service provided by PayPro or a Transaction Party. The arbitrator shall apply applicable statutes of limitations and honor privilege rules. As in court, the arbitrator can impose sanctions on any represented party or counsel permitted under AAA Rules, Federal Rule of Civil Procedure 11(b), or other applicable federal or state law. Any judgment on the award rendered by the arbitrator will be final and may be entered in any court of competent jurisdiction. No arbitration award involving the parties will have any preclusive effect as to issues or claims in any dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in prior disputes involving other parties have preclusive effect in an arbitration between the parties to this Arbitration Provision.
       
       YOU UNDERSTAND THAT ABSENT YOUR CONSENT TO ARBITRATION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A TRIAL BY JURY.
       
       Either you or a Transaction Party can initiate arbitration. Regardless of who elected arbitration or how arbitration was elected (such as by filing a motion to compel arbitration in court), the party asserting the claim (i.e., the party seeking money damages or other relief from a court or an arbitrator) is responsible for starting the arbitration proceeding, as well as completing the procedures set forth in Section 23(i). If the AAA cannot or will not administer the arbitration in accordance with this Arbitration Provision, another administrator will be selected by agreement of the parties or, if there is no agreement, by a court with jurisdiction. Any arbitration administered by the AAA will be governed by the Consumer Rules in effect on the date the arbitration is filed, and the AAA's Procedures for the Resolution of Disputes through Document Submission ("Document Submission Procedures"). (For more information about the AAA and its rules, you may contact the AAA at American Arbitration Association, 120 Broadway, Floor 21, New York, N.Y. 10271, 1-800-778-7879, www.adr.org). The Document Submission Procedures are included in the Consumer Rules. Your arbitration filing fees will be governed by the Consumer Rules. If it is determined by the arbitrator that you cannot afford such fees and AAA does not waive them (after you have submitted any necessary information to request waiver), a Transaction Party will pay all arbitration administrative and arbitrator fees and expenses.
       
       The arbitration may be conducted solely based on written submissions, by telephone or videoconference, or by in-person hearing, as the arbitrator deems appropriate.
       
       You and the Transaction Parties agree that any Disputes seeking to enforce or protect, or concerning the validity of intellectual property rights will not be subject to binding arbitration under this Arbitration Provision. In addition, any party may proceed with their individual claims in small claims court if that option is available in the applicable jurisdiction and the amount in controversy falls within the small claims court's jurisdictional limits; but if that action is transferred, removed or appealed to a different court, arbitration can be elected.
       
       Even if all parties have opted to litigate a Dispute in court, a party may elect arbitration with respect to any claim made by a new party or any claim later asserted by a party in that or any related or unrelated lawsuit (including a claim initially asserted on an individual basis but modified to be asserted on a class, representative or multi-party basis). Nothing in that litigation shall constitute a waiver of any rights under this Arbitration Provision.
       
       Notwithstanding any of the foregoing, disputes or controversies about the validity, enforceability, coverage or scope of this Arbitration Provision or any part thereof are for a court and not an arbitrator to decide; however, disputes or controversies about your Account, this Agreement, the OnePay Terms of Service or your agreements governing any product or service provided by PayPro or Transaction Parties as a whole are for an arbitrator and not a court to decide. Courts also can decide any disputes or controversies about the validity, enforceability, coverage or scope of Section 23(i) and its requirements.
       

    2. Class Action Waiver
       
       You and the Transaction Parties each agree that any arbitration will be conducted only on an individual basis and not as a class, consolidated or representative action. To the fullest extent permitted by law: (a) no arbitration will be joined or consolidated with any other (except for multiple arbitrations pertaining to the same Account); (b) there is no right or authority for any Dispute to be arbitrated on a class-action or private attorney general basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. No arbitrator shall have the authority to issue any relief that applies to any person or entity other than Transaction Parties and/or you individually.
       

    3. Survival of Arbitration Provision and Class Action Waiver
       
       If any portion of the Arbitration Provision is inconsistent with the Consumer Rules, with this Agreement, or with the OnePay Terms of Service or any other agreements governing any product or service provided by PayPro or with Transaction Parties, this Arbitration Provision shall govern. This Arbitration Provision shall survive the closure of your Account, termination of any product or service provided by PayPro or termination of any agreement into which you enter with a Transaction Party, and any withdrawal or denial of or determination on any application for an Account; and further, you understand and agree that this Arbitration Provision applies not only to the OnePay Terms of Service and this Agreement but also to any subsequent agreement (including without limitation any agreement governing any product or service) into which you enter with a Transaction Party.
       
       If any portion of this Arbitration Provision is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this Arbitration Provision, except that:

       • If there is a final judicial determination (after all appeals) that the Class Action Waiver cannot be enforced as to a particular claim or a particular request for relief, then that claim or request for relief will be decided by a court after all other claims and requests for relief are arbitrated. The parties acknowledge and agree that under no circumstances will a class action be arbitrated.

       • If a claim is brought seeking public injunctive relief and a court determines that the restrictions in the Class Action Waiver or elsewhere in this Arbitration Provision prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim (and that determination becomes final after all appeals have been exhausted), the claim for public injunctive relief will be determined in court after any individual claims (such as claims seeking monetary relief) are arbitrated. In such a case the parties will request that the court stay the claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. The parties acknowledge and agree that under no circumstances will a claim for public injunctive relief be arbitrated.
         

    4. Arbitration of Coordinated Claims
       
       If 25 or more claimants submit similar Notices of Dispute or file similar arbitrations and are represented by the same or coordinated counsel (regardless of whether the cases are pursued simultaneously), all of the cases must be resolved in staged proceedings. You agree to this process even though it might delay the arbitration of your claim. In the first stage, claimants' counsel and PayPro will each select up to 25 cases (50 cases total) to be filed in arbitration and resolved individually by separate arbitrators (if there are fewer than 50 cases, claimants' counsel and PayPro will each select up to half of the total number of cases). If feasible, arbitrators will be from the respective claimants' home states. In the meantime, no other cases may be filed or proceed in arbitration. Nor may the AAA accept, administer, or demand payment for fees for other arbitrations; provided, however, that the preceding two sentences shall not apply to any claimant not associated with or represented by the same or coordinated counsel. After the first stage is completed, the parties shall engage in a single mediation of all remaining cases, and PayPro shall pay the mediation fee. If the parties cannot agree how to resolve all of the remaining cases after the mediation, the parties will repeat the process of filing up to 50 cases to be resolved individually by separate arbitrators, followed by mediation. If any claims remain after the second stage, the process will be repeated until all cases are resolved, with four differences. First, a total of 100 cases may be filed in the third and later stages. Second, the cases will be randomly selected. Third, arbitrators who decided cases in the first two stages may be appointed in later stages if different arbitrators are not available. Fourth, mediation is optional at the election of claimants' counsel. If this subsection applies to a Notice of Dispute, any statute of limitations or contractual limitations period applicable to the listed claims and requests for relief will be tolled from the time the first cases are selected for bellwether proceedings until the claimant's Notice of Dispute is selected for a staged proceeding, withdrawn, or otherwise resolved. A court will have the authority to enforce this Section, including the power to enjoin the filing or prosecution of arbitrations or assessment or collection of related fees. If there is a final judicial determination that the staging process in this subsection is not enforceable, then the cases may be filed in arbitration, but the payment of AAA and arbitrator fees will be assessed as arbitrations advance and arbitrators are appointed rather than when the arbitrations are initiated.
       

    5. Right to Opt-Out
       
       If you do not want this Arbitration Provision and Class Action Waiver to apply, you must contact us through the methods set forth in Section 24(I) within 30 calendar days of the date on which you electronically sign this Agreement to open your Account. To opt out, you must send to PayPro your name, mailing and email address, phone number, and a statement personally signed or electronically signed by you that you want to opt out of arbitration. Opting out will not affect the other provisions of this Agreement, the OnePay Terms of Service or any other agreement governing a product or service provided by PayPro or with a Transaction Party. If you do not opt out, you will be bound by this Arbitration Provision and Class Action Waiver in this Agreement, the OnePay Terms of Service and any other agreement governing a product or service provided by PayPro or with a Transaction Party.