CARDHOLDER AGREEMENT

PreShow Virtual Promo Mastercard® Cardholder Agreement

Important: Please read this Agreement carefully and keep it for your records.

This document constitutes the agreement (“Agreement”) outlining the terms and conditions under which this PreShow Virtual Promo Mastercard has been issued to you. The Virtual Card Account is issued by Sunrise Banks N.A., Member FDIC, St. Paul, MN 55103, pursuant to a license from Mastercard International Incorporated.

Definitions. In this Agreement, the words “you” and “your” mean the person who received the Virtual Card Account and/or the person who has been authorized to use the Virtual Card Account. “We”, “us”, “our” and “the Bank" mean Sunrise Banks N.A., of Saint Paul, Minnesota, the issuer of the Virtual Card Account, our successors, affiliates or assignees. "Sponsor" means the company named in the materials provided with the Virtual Card Account. "Business days" are Monday through Friday, excluding federal holidays. Saturday, Sunday, and federal holidays are not considered business days, even if we are open. “Virtual Card Account” means the PreShow Virtual Promo Mastercard that is issued to you by us.

Agreement to Terms. By using the Virtual Card Account, you agree to the terms of this Agreement. If you do not agree to the terms of this Agreement, do not use the Virtual Card Account.

Virtual Card Account Description. The Virtual Card Account is provided to you as part of a customer incentive program sponsored by the Sponsor. The Virtual Card Account is a prepaid Virtual Card Account loaded by the Sponsor with a specific amount of funds for the sole purpose of facilitating the redemption of a complimentary movie ticket through certain retailers.

The Virtual Card Account is a prepaid Virtual Card Account loaded with a specific amount of U.S. dollars. This Virtual Card Account is not a credit card or charge card that allows you to make purchases and pay later and using the Virtual Card Account will not affect your credit history. The Virtual Card Account is not connected in any way to any other account. You will not receive any interest on the funds on your Virtual Card Account. The Virtual Card Account is nontransferable and may be canceled or revoked at any time without prior notice except as required by law.

The funds on your Virtual Card Account will NOT be insured by the FDIC or any other federal or state agency.

Using Your Virtual Card Account. Your Virtual Card Account will be activated automatically. Your Virtual Card Account may be used only to purchase movie tickets at theaters and other merchants (including online merchants and mobile applications offering the purchase of movie tickets) that accept Debit Mastercard, subject to the limitations in this Agreement. If you do not have enough funds available on your Virtual Card Account, you can instruct the merchant to charge a part of the purchase to the Virtual Card Account and pay the remaining amount with other funds. These are called “split transactions,” and some merchants do not permit them.

You cannot reload the Virtual Card Account or transfer Virtual Card Account value to other payment devices.

You agree that you will: (i) not use the Virtual Card Account for any purpose other than to purchase a movie ticket; (ii) not use the Virtual Card Account at gambling websites or for any illegal transactions; iii) promptly notify us of any loss or theft of the Virtual Card Account number or unauthorized transactions; (iv) not use the Virtual Card Account for business purposes; and (v) use the Virtual Card Account only as permitted by us. The Virtual Card Account may not be accepted by certain merchants whose goods or services are not legal for minors. We may refuse to process any transaction that we believe violates the terms of this Agreement. The Virtual Card Account itself may not be redeemed for cash, except where required by applicable law.

You are responsible for all transactions initiated and fees incurred by use of your Virtual Card Account. If you permit another person to have access to your Virtual Card Account, we will treat this as if you have authorized such use and you will be liable for all transactions incurred by those persons. You may not request an additional Virtual Card Account for another person. For security reasons, we may limit the number or amount of transactions you can make with the Virtual Card Account. You do not have the right to stop payment on any purchase or payment transactions that you originate through the use of the Virtual Card Account. You may not make pre authorized regular payments from your Virtual Card Account.

Limitations on Virtual Card Account Usage. All transactions are subject to the limitations set forth in this Agreement, and no transaction may exceed the value available on your Virtual Card Account. The Virtual Card Account is to be used only for the purpose of redeeming complimentary movie ticket(s) offered under the promotional terms and conditions provided to you by the Sponsor.

Transaction Limitations. You may not make transactions that in the aggregate exceed $100.00 per day. If a merchant attempts to process a transaction for more than the value available on your Virtual Card Account, or if the transaction will cause the daily limit of $100.00 to be exceeded, then the transaction will be declined. The funds available on your Virtual Card Account will be determined by the Sponsor. You will not be informed of the total funds loaded to or available on your Virtual Card Account. Any funds that may remain in your account following the redemption of your complimentary movie ticket(s) may be debited from your Virtual Card Account and returned to the Sponsor. Unusual or multiple transactions may prompt a merchant inquiry or Virtual Card Account suspension to allow us to investigate such unusual activity.

Loading Your Virtual Card Account. The Sponsor may add funds to your Virtual Card Account, called “loading,” at any time. The minimum load is $1.00. The maximum load amount is $100.00. The maximum amount of value that can reside on the Virtual Card Account at any time is $100.00.

Available Balance. The available balance on your Virtual Card Account is determined by the Sponsor and is dependent on the status and your participation in the Sponsor’s promotional program, subject to the terms of conditions of such promotional program. You will not be informed of the available balance on your Virtual Card Account. Each time you use your Virtual Card Account, you authorize us to reduce the value available on your Virtual Card Account by the amount of the transaction and any applicable fees, taxes or other charges assessed by the merchant. The Sponsor may remove all remaining funds loaded to your Virtual Card Account following the purchase of your complimentary movie ticket(s). Additional funds may be loaded to the Virtual Card Account by the Sponsor for the purchase of redeeming additional promotional movie ticket(s). Transactions that exceed the remaining balance on your Virtual Card Account are prohibited and should be declined at the point of sale.

Refunds for Purchases Made with the Virtual Card Account. Any refund for goods or services purchased with the Virtual Card Account will be made in the form of a credit to the Virtual Card Account and pursuant to the refund policy of the merchants where such goods or services were purchased. If you receive a credit, the credit may not be added to the available funds on the Virtual Card Account for seven (7) business days. It may be necessary to contact the Sponsor to redeem your promotional movie ticket if your movie ticket(s) purchases are refunded to your Virtual Card Account. You are not entitled to receive a cash refund.

Disputes with Merchants. We are not responsible for the delivery, quality, safety, legality or any other aspect of goods and services that you purchase from others with your Virtual Card Account. All such disputes should be addressed to the merchants from whom the goods and services were purchased.

Reversal. Point of sale transactions cannot be reversed. If you authorize a transaction and then fail to make a purchase of that item as planned, the approval may result in a hold of funds equal to the estimated purchase amount, for up to seven (7) days. You may be unable to redeem any promotional movie ticket(s) for seven (7) days, and in some cases you may be required to contact the Sponsor in order to redeem your promotional movie ticket(s) if a transaction with your Virtual Card Account is authorized but not completed.

Virtual Card Account Fees. There are no fees associated with this Virtual Card Account.

Receipts. You should get a receipt from the merchant at the time you make a transaction using your Virtual Card Account. Please note there are some merchants that choose not to provide a receipt if the amount of the transaction is $15 or less.

Foreign Transactions. If you obtain your funds (or make a purchase) in a currency other than U.S. dollars, the amount deducted from your funds will be converted by Mastercard International Incorporated into U.S. dollars. Mastercard International Incorporated will establish a currency conversion rate for this convenience using a rate selected by Mastercard International Incorporated from the range of rates available in wholesale currency markets for the applicable central processing date which may vary from the rate Mastercard International Incorporated itself receives, or the government-mandated rate in effect for the applicable central processing date, in each instance.

Change in Terms. We may, to the extent permitted by applicable law, amend the terms and conditions of this Agreement (or add additional terms) at any time by posting the amended terms on our website, https://preshow.co and any such amendment shall be effective upon such posting to the website. However, if the change is made for security purposes, we can implement such change immediately, without prior notice to you and before such change may be posted to the website. The most up-to-date Agreement may always be found at https://preshow.co [website].

Suspension and Termination. We reserve the right, in our sole discretion, to limit your use of the Virtual Card Account. We may refuse to issue a Virtual Card Account or may suspend or terminate Virtual Card Account privileges with or without cause or notice, other than as required by applicable law. If you would like to cancel the use of your Virtual Card Account, contact us at 1-855-449-2273 or cs.usio@preshow.io. You agree not to use or allow others to use an expired, revoked, cancelled, suspended or otherwise invalid Virtual Card Account. Termination of your Virtual Card Account privileges will not otherwise affect your rights and obligations arising under this Agreement prior to termination.

Expiration of the Virtual Card Account and Funds. Subject to applicable law, you may use the Virtual Card Account only through its expiration date, which is included when you receive your Virtual Card Account Number. If you attempt to use the Virtual Card Account or add funds to your Virtual Card Account after the expiration date, the transactions may not be processed. Once this expiration date has passed, the Virtual Card Account will be voided and will not be replaced except in our sole discretion. All funds on the Virtual Card Account expire and will be returned to the Sponsor immediately following the redemption of a promotional movie ticket or after the expiration date shown on or with the Virtual Card Account, whichever comes sooner. You have no right to the funds except to use them to redeem a complimentary movie ticket as made available to you by the Sponsor. The Sponsor may in its sole discretion add more funds to the Virtual Card Account. If additional funds are added to the Virtual Card Account, those funds will be subject to this Agreement and will also expire immediately following the redemption of a promotional movie ticket or after the expiration date stated on or with the Virtual Card Account, whichever comes sooner. We may, in our sole discretion and if requested by the Sponsor, issue a new Virtual Card Account to you. If we do issue a new Virtual Card Account to you, any unexpired funds remaining on your old Virtual Card Account will transfer automatically to your new Virtual Card Account, but only if the funds on your old Virtual Card Account have not already expired. That new Virtual Card Account also will have an expiration date and all funds on that new Virtual Card Account will expire and will not be available to you immediately following the redemption of a promotional movie ticket or after the expiration date started on or with the Virtual Card Account, whichever comes sooner.

Information Given to Third Parties. We may collect and disclose information (including personally identifiable information) to third parties about you, your Virtual Card Account and the transactions related to your Virtual Card Account (“Virtual Card Account Holder Information"). The types of information we may collect includes:

Information about purchases made with the Virtual Card Account, such as date of purchase, amount and place of purchase;
Information you provide to us when you register your Virtual Card Account, or when you contact us with customer service issues, such as name, address, and phone number; and
Information about you provided to us by the Sponsor when they request us to provide a Virtual Card Account to you, such as your name and address.

We may use or disclose Virtual Card Account Holder Information: (i) where it is necessary or helpful for completing a transaction; (ii) in order to verify the existence and condition of the Virtual Card Account for a third party (e.g., a merchant); (iii) in order to comply with any law or to comply with requirements of any government agency or court order; (iv) if you give us your written consent; (v) to service providers who administer the Virtual Card Account or perform data processing, records management, collections, and other similar services for us, in order that they may perform those services; (vi) in order to prevent, investigate or report possible illegal activity; (vii) in order to issue authorizations for transactions on the Virtual Card Account; and (viii) as otherwise permitted by law. When you are no longer our customer, we continue to share your information as described in this notice.

Information Security: Only those persons who need it to perform their job responsibilities are authorized to have access to Virtual Card Account Holder Information. In addition, we maintain physical, electronic, and procedural security measures that comply with federal regulations to safeguard Virtual Card Account Holder Information.

No Warranty of Availability or Uninterrupted Use. From time to time, services related to the Virtual Card Account may be inoperative. When this happens, you may be unable to use your Virtual Card Account or obtain information about your Virtual Card Account. Please notify us if you have any problems using your Virtual Card Account. You agree that we will not be responsible for temporary interruptions in service due to maintenance, website changes, or failures, nor shall we be liable for extended interruptions due to failures beyond our control, including but not limited to the failure of interconnecting and operating systems, computer viruses, forces of nature, labor disputes and armed conflicts.

Lost or Stolen Virtual Card Account; Unauthorized Transactions or Errors. You agree to safeguard your Virtual Card Account against loss, theft and unauthorized use by taking all reasonable precautions. If your Virtual Card Account has been lost or stolen or believe that someone has made an unauthorized transaction with your Virtual Card Account (or may attempt to use your Virtual Card Account without permission) or you believe an error has occurred with your Virtual Card Account, you agree to notify us IMMEDIATELY at 1-855-449-2273 and in no event later than sixty (60) days of the date of the transaction at issue. When you notify us, you must provide your name, Virtual Card Account number and other identifying details, and describe the error or transaction that you are unsure about (if applicable). We cannot assist you if you do not have the Virtual Card Account number. We will cancel your Virtual Card Account, and if our records show that available funds remain on your Virtual Card Account, we will issue you a replacement Virtual Card Account loaded with the remaining value. We reserve the right to decline to issue you a replacement Virtual Card Account in accordance with applicable law. You agree to assist us in determining the facts relating to any possible unauthorized use or error associated with your Virtual Card Account, and to comply with the procedures we may require for our investigation. Following our investigation, if we determine that unauthorized use or an error has occurred with your Virtual Card Account, we will credit your Virtual Card Account in the amount of the unauthorized use or error. It may take up to thirty (30) days to process a request for a replacement, however, we will endeavor to provide you with a replacement Virtual Card Account on as timely a basis as is reasonable under the circumstances.

Additional Limits on Liability Under Mastercard Network Rules. Under Mastercard Rules, you will not be liable for any unauthorized transactions using your Virtual Card Account, if you can demonstrate that you have exercised reasonable care in safeguarding your Virtual Card Account from risk of loss or theft. You must notify us within 2 days after the electronic statement was made available to you showing unauthorized transaction(s) in order to take advantage of any such limited liability provisions.

Disclaimer of Warranties. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS AGREEMENT, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO YOU, AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE VIRTUAL CARD ACCOUNT OR RELATING TO OR ARISING OUT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability. We shall have no liability to you if we are unable to complete a transaction for reasons beyond our control. In no event shall we be liable to you for 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. You agree that your recovery for any alleged negligence or misconduct by us shall be limited to the initial value of the Virtual Card Account. This provision shall not be effective to the extent prohibited by law.

Questions. FiCentive, Inc. as the third party that administers the Virtual Card Account program is responsible for customer service and for resolving any errors in transactions made with your Virtual Card Account. If you have questions regarding your Virtual Card Account, you may call 1-855-449-2273 or write Customer Service Department PO Box 700712, San Antonio, Texas 78270-0172 or visit https://akimbocard.com/promo.

Communications. We may contact you from time to time regarding your Virtual Card Account. We may contact you in any manner we choose unless the law says that we cannot. For example, we may:

contact you by mail, telephone, email, fax, recorded message, text message or personal visit;
contact you by using an automated dialing or similar device (“Autodialer”);
contact you at your home and at your place of employment;
contact you on your mobile telephone;
contact you at any time, including weekends and holidays;
contact you with any frequency;
leave pre recorded and other messages on your answering machine/service and with others; and
identify ourselves, your relationship with us and our purpose for contacting you even if others might hear or read it.

Our contacts with you about your Virtual Card Account are not unsolicited and might result from information we obtain from you or others. We may monitor or record any conversation or other communication with you. Unless the law says we cannot, we may suppress caller ID and similar services when contacting you regarding your Virtual Card Account. When you give us your mobile telephone number, we may contact you at this number using an Autodialer and can also leave pre recorded and other messages. If you ask us to discuss your Virtual Card Account with someone else, you must provide us with documents that we ask for and that are acceptable to us.

Governing Law, Court Proceedings, Damages, Arbitration: Except as set forth in the Waiver of Jury Trial and Arbitration Agreement below, (i) this Agreement will be governed by, construed and enforced in accordance with federal law and the laws of the State of Minnesota; (ii) any action or proceeding with respect to this Agreement or any services hereunder shall be brought only before a federal or state court in the State of Minnesota; and (iii) you agree to pay upon demand all of our costs and expenses incurred in connection with the enforcement of this Agreement. If we are served garnishments, summonses, subpoenas, orders or legal processes of any type, we are entitled to rely on the representations therein and may comply with them in our own discretion without regard to jurisdiction.

ARBITRATION AGREEMENT AND WAIVER OF JURY TRIAL: PLEASE READ THIS PROVISION OF THE AGREEMENT CAREFULLY. UNLESS YOU EXERCISE YOUR RIGHT TO OPT-OUT OF ARBITRATION IN THE MANNER DESCRIBED BELOW, YOU AGREE THAT ANY DISPUTE WILL BE RESOLVED BY BINDING ARBITRATION. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO HAVE A JURY TRIAL, TO ENGAGE IN DISCOVERY (EXCEPT AS MAY BE PROVIDED FOR IN THE ARBITRATION RULES), AND TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS OR IN ANY CONSOLIDATED ARBITRATION PROCEEDING OR AS A PRIVATE ATTORNEY GENERAL. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE IN ARBITRATION.

Agreement to Arbitrate. You and we (defined below) agree that any Dispute (defined below) will be resolved by Arbitration. This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and the substantive law of the State of Minnesota (without applying its choice-of-law rules).

What Arbitration Is. "Arbitration" is a means of having an independent third party resolve a Dispute. A "Dispute" is any claim or controversy of any kind between you and us. The term Dispute is to be given its broadest possible meaning and includes, without limitation, all claims or demands (whether past, present, or future, including events that occurred prior to your application for a Virtual Card Account and whether or not a Virtual Card Account is provided to you, based on any legal or equitable theory (contract, tort, or otherwise) and regardless of the type of relief sought (i.e., money, injunctive relief, or declaratory relief). A Dispute includes, by way of example and without limitation, any claim based upon a federal or state constitution, statute, ordinance, regulation, or common law, and any issue concerning the validity, enforceability, or scope of this arbitration agreement.

For purposes of this arbitration agreement, the terms "you" and "your" include any authorized user and also your heirs, guardian, personal representative, or trustee in bankruptcy. The terms "we," "our," and "us" mean the Bank and include employees, officers, directors, members, managers, attorneys, affiliated companies, predecessors, and assigns the Bank as well as the marketing, servicing, and collection representatives and agents of either or both.

How Arbitration Works. If a Dispute arises, the party asserting the claim or demand must initiate arbitration, provided you or we may first try to resolve the matter informally or through customary business methods, including collection activity. The party filing an arbitration complaint must choose either of the following arbitration firms for initiating and pursuing arbitration: the American Arbitration Association ("AAA") or JAMS, The Resolution Experts. If the parties mutually agree, a private party, such as a retired judge, may serve as the arbitrator. If you claim you have a Dispute with us, but do not initiate arbitration or select an arbitrator, we may do so. You may obtain copies of the current rules of each of the arbitration firms and forms and instructions for initiating arbitration by contacting them as follows:

American Arbitration Association

1633 Broadway, 10th Floor

New York, NY 10019

Web site: www.adr.org

Telephone (800) 778-7879

JAMS, The Resolution Experts

1920 Main Street, Suite 300

Irvine, CA 92614

Web site: www.jamsadr.com

Telephone (949) 224-1810 or (800) 352-5267

In the event both AAA and JAMS are unavailable to decide a Dispute, the parties agree to select another neutral party experienced in financial matters to decide the Dispute. If such an independent arbitrator cannot be found, the parties agree to submit any Dispute to a state or federal judge, sitting without a jury, for resolution on an individual and not a class-wide basis. The policies and procedures of the selected arbitration firm will apply provided such policies and procedures are consistent with this arbitration agreement. To the extent the arbitration firm's rules or procedures are different than the terms of this arbitration agreement, the terms of this arbitration agreement will apply.

What Arbitration Costs. No matter which party initiates the arbitration, we will advance or reimburse filing fees and other costs or fees of arbitration, provided each party will be initially responsible for its own attorneys' fees and related costs. Unless prohibited by law, the arbitrator may award fees, costs, and reasonable attorneys' fees to the party who substantially prevails in the arbitration.

Location of Arbitration. Unless you and we agree to a different location, the arbitration will be conducted in the county where you reside.

Waiver of Rights. You are waiving your right to a jury trial, to have a court decide your Dispute, to participate in a class action lawsuit, and to certain discovery and other procedures that are available in a lawsuit. You and we agree that the arbitrator has no authority to conduct class-wide arbitration proceedings and is only authorized to resolve the individual Disputes between you and us. The validity, effect, and enforceability of this waiver of class action lawsuit and class-wide arbitration, if challenged, are to be determined solely by a court of competent jurisdiction and not by the AAA, JAMS, or an arbitrator. If such court refuses to enforce the waiver of class-wide arbitration, the Dispute will proceed in court and be decided by a judge, sitting without a jury, according to applicable court rules and procedures, and not as a class action lawsuit. The arbitrator has the ability to award all remedies available by statute, at law, or in equity to the prevailing party.

Applicable Law and Review of Arbitrator's Award. The arbitrator shall apply applicable federal and Minnesota substantive law and the terms of this Agreement. The arbitrator must apply the terms of this arbitration agreement, including without limitation the waiver of class-wide arbitration. The arbitrator shall make written findings and the arbitrator's award may be filed with any court having jurisdiction. The arbitration award shall be supported by substantial evidence and must be consistent with this Agreement and with applicable law, and if it is not, it may be set aside by a court. The parties shall have, in addition to the grounds referred to in the Federal Arbitration Act for vacating, modifying, or correcting an award, the right to judicial review of (a) whether the findings of fact rendered by the arbitrator are supported by substantial evidence and (b) whether the conclusions of law are erroneous under the substantive law of Minnesota and applicable federal law. Judgment confirming an award in such a proceeding may be entered only if a court determines that the award is supported by substantial evidence and is not based on legal error under the substantive law of Minnesota and applicable federal law.

Survival. This arbitration provision shall survive: (1) cancellation, payment, charge-off, or assignment of this Agreement; (2) the bankruptcy of any party; and (3) any transfer, sale, or assignment of this Agreement, or any amounts owed under this Agreement, to any other person or entity.

Right to Opt-Out. If you do not wish to agree to arbitrate all Disputes in accordance with the terms and conditions of this section, you must advise us in writing at the following address by either hand delivery or a letter postmarked within thirty (30) days following the date you enter into this Agreement. You may opt-out without affecting your application or Virtual Card Account Holder status.

Sunrise Banks, N.A.

200 University Avenue West Suite 200

Saint Paul, MN 55103

Assignability. We may assign or transfer our rights and obligations under this Agreement at any time without prior notice to you. The Virtual Card Account and your obligations under this Agreement may not be assigned by you. Notwithstanding the foregoing, this Agreement shall be binding on you and your heirs, your executors, administrators, guardians, personal representatives, or trustee in bankruptcy.

Miscellaneous Provisions: When any provision in this Agreement states that we may take certain actions, we may do so in our sole discretion. We do not waive our rights by delaying or failing to execute them at any time. To the extent permitted by law and as permitted by the Waiver of Jury Trial and Arbitration above, you agree to be liable to us for any loss, costs, or expenses that we may incur as a result of any dispute or legal proceeding involving your Virtual Card Account. If a court finds any provision of this Agreement invalid or unenforceable, such finding shall not make the rest of this Agreement invalid or unenforceable. To the fullest extent possible, any such provision shall be deemed to be modified so as to be rendered enforceable or valid; however, if such provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable.

Customer Service

For all customer service information regarding the Virtual Card Account, please contact:

1-855-449-2273 or write to us at Customer Service Department PO Box 700712, San Antonio, Texas 78270-0172.

This Agreement is effective December 2019