Cardholder Agreement

Revised July 3, 2026

The following terms and conditions apply to your use of the Keep Business Credit Mastercard®, herein referred to as the “Card,” and set forth the requirements for your participation in the Program and the terms that govern your use of Cards, including the process for obtaining and managing Cards through your Keep Account.

Please read this Cardholder Agreement carefully and retain a copy for your records.

Peoples Trust Company may update this Cardholder Agreement at any time by delivering notice, and your continued use of Cards will constitute acceptance of the updated terms. By activating, signing, and/or using the Card, you are agreeing to these terms and conditions and fees outlined below.

This card is a charge card issued by Peoples Trust Company under licence from Mastercard International Incorporated. Mastercard and the circles design are registered trademarks of Mastercard International Incorporated. 

This Card is not available for Quebec residents or Quebec-domiciled corporations.

1. Defined Terms

The following Definitions apply to this Cardholder Agreement. 

Account means the credit card account associated with the Credit Card.

Account Number or Primary Account Number means the primary account number of your Credit Card.

Administrators means the individual(s) with the requisite power and authority to conduct business and manage Company’s Keep Account and act on behalf of Company.

Agreement means this Keep Business Credit Mastercard® Agreement between Peoples Trust Company and the Cardholder and all documents that are expressly referred to in this Agreement, which govern your use of the Card, as amended from time to time.

Application means the document and application information you submit to us to apply for a Credit Card.

Applicable Law means, in relation to any person, property, transaction or event, all applicable provisions of: (a) statutes, laws (including the common law), rules, regulations, decrees, ordinances, codes, proclamations, treaties, declarations or orders of any Governmental Authority; (b) any consents or approvals of any Governmental Authority; (c) any orders, decisions, advisory or interpretative opinions, injunctions, judgments, awards, decrees of, or agreements with, any Governmental Authority; and (d) any bylaw, operating rule or regulation of Mastercard, in each case applicable to or binding upon such person, property, transaction or event.

Authorized Users means a person to whom we will issue a Credit Card on your Account at your request.

Beneficial Owner means any individual who, directly or indirectly, owns 25% or more of the equity interests of Company.

Business Day means any day other than a Saturday or a Sunday or a public or bank holiday in Canada. 

Card Networks means the payment card networks including Mastercard.

Cardholder Information means information collected by PTC and its service providers about you and Authorized Users and your use of the Credit Card and related services, including information about your Credit Card transactions (e.g. the date, amount and place of each transaction). 

Charges means a payment for goods or services made using a Card to a merchant that accepts payments with Mastercard.

Communications means any and all communications or disclosures that PTC is legally required to provide to you in writing in connection with your Card and any related products and services.

Chargeback means a transaction that is disputed by Company or its Authorized Users in accordance with the rules of a Card Network.

Company means you, the natural person or legal entity in whose name the Keep Account is opened and maintained and who has entered into this Agreement with us by virtue of your use of the Keep Account. 

Company Data means information or documentation provided by Company to Keep, and which includes Financial Data and any Personal Data provided by Company, Administrators, or Users.

Credit Card or Card means the Keep Business Credit Mastercard® managed through your Keep Account.

Credit Limit means the credit limit a Company has available to spend across all Cards.

Control Person means a single individual with significant responsibility to control, manage, or direct Company. 

Fees means the charges PTC imposes on you for use of the Credit Card.

Financial Data means Company’s bank balance, transaction, account, or other information accessible to Keep through Linked Accounts or services provided by Third-Party Service Providers.

Fines means all fines, penalties, or other charges imposed by Keep, PTC, governmental agency or regulatory authority arising from your breaching of this Cardholder Agreement.

Keep means Keep Technologies Corp. 

Keep Account means your Company’s account(s) with Keep that is/are used to access the Services

Linked Account means a deposit account in the name of Company at a financial institution connected to your Keep Account.

Mastercard means Mastercard International Incorporated and its affiliates, successors and assigns.

Notice means any physical, voice, or electronic communication, or legal notices that are provided by or directed to Company, Users, or Administrators through phone call, text or SMS, email, push notification, Company’s Keep Account, or by any other means.

Outstanding Balance means amounts owed to Keep for Charges, Fees, or Fines on Cards.      

Periodic Statement or Statement means the periodic statements that reflect activity for all Cards issued to Company identifying Charges, Fees, Fines, refunds, or other amounts owed or credited to your Keep Account during the time covered by that statement.

Personal Data means information about an identifiable individual or information that is capable of being used (alone or in combination with other information) to identify an individual.

PTC means Peoples Trust Company or Peoples Trust, and its affiliates, successors and assigns. 

Primary Linked Account means the specific Linked Account you designate as the funding source we should use first for payment of Charges, Fees, and Fines on your Keep Account. 

Program means the collection of Services for which Cards will be distributed by Keep, on behalf of PTC, to a Company and its Authorized Users.

Prohibited Activities means the business types and activities posted on our website as updated from time to time. See Prohibited and Restricted Activities.

Restricted Activities means the business types and activities posted on the Website as updated from time to time. See Prohibited and Restricted Activities.

Services means the financial products, technology, expense management, cash management, payment services, integrations with services provided by Third-Party Service Providers, and all other services provided by Keep, including those available through your Keep Account.

Spend Limit means the maximum amount a Card may spend during a specified time period, as set by Administrators of the Keep Account. 

Users means any employees, contractors, or agents authorized to use the services provided by Keep on Company’s behalf and includes Administrators and other account roles as designated by Keep.

Third-Party Service Provider means an affiliate or other third party that assists Keep in providing the Services to you, that supports Keep’s internal operations, or that provides other services related or connected to, or provided through the Services or a Keep Account.‘we’, ‘us’, and ‘our’ mean Peoples Trust and our assignees.

Website means www.trykeep.com.

‘you’, ‘your’, and ‘yours’ mean the Cardholder and the Business Entity that applied for and maintains the Keep Account, including its authorized representatives and Administrators. Where context permits, these terms apply both to the individual Cardholder and to the Company that has agreed to be bound by this Agreement.

2. Statement of Disclosure on Fees and Charges

The following are all fees and charges associated with your Keep Corporate Credit Mastercard®.

Interest Rate or Rates: There are no interest charges for this card, annual or otherwise.

Credit Limit: Your initial or current credit limit appears in the Statement of Fees and Rates on the Keep Platform. We will determine the credit limit for your Account and we may adjust it from time to time without prior notice. Your monthly statement will indicate your then-current credit limit. Your credit limit is shared among all Cards on your Account. Your available credit is reduced at the time a Transaction is authorized. If we permitted (although we are not required to) the amount you owe us to exceed your credit limit by authorizing transactions in excess of your credit limit, the Company  must immediately repay the excess amount.

Interest-Free Grace Period: A grace period is not applicable as there are no interest charges.

Determination of Interest: A determination is not applicable as there are no interest charges.

Minimum Payment: Your minimum payment is 100% of the Outstanding Balance owing and as shown on your Periodic Statement within your Keep Account.

Foreign Currency Conversion: The foreign currency conversion fee is 3%. PTC will bill you in Canadian currency if you use your account to make transactions in a foreign currency. PTC will convert it directly to Canadian dollars at the exchange rate in effect at the time PTC posts the transaction to your account. When the transaction is posted to your account, in addition to the exchange rate, you will be charged a foreign currency conversion fee of 3% for each foreign currency transaction.

Annual Fees: There are no annual fees.

Other Fees: There are no additional fees for this card.

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

Additional Information

What if I lose my card and unauthorized charges occur?: You must take all reasonable steps to protect a Card against unauthorized use. If a Card is misused, you must immediately notify Keep at 1-866-460-5337. You are responsible and must pay for all Card transactions, without limitation, that are completed before you notify Keep and also for all Card transactions that you approve on any Card even after you have notified Keep.

Am I eligible for protection under any Zero Liability policy?: The Card is not eligible for protection under any Zero Liability policy. (http://www.mastercard.ca/zero-liability.html).

What if I need support for my account?: You can email Keep at support@trykeep.com or you call Keep toll-free between the hours of 9:30 a.m. - 4:30 p.m. PST Monday - Friday on Business Days at 1-866-460-5337.

3. Card Terms

This Agreement sets out the terms and conditions under which you may use your Credit Card and it applies if PTC sends you any renewal or replacement Credit Card. By opening a Keep Account, you agree to the terms and conditions of this Agreement. This Agreement also governs your Credit Card Account associated with the Credit Card (“Account”).

The terms under which PTC will issue a Credit Card to an Authorized User are set in the “Authorized Users” section of this Agreement. While your Authorized Users will have the same ability to charge transactions to your Account as you do, you will be responsible for all amounts owing on your Account, including those incurred by Authorized Users. You are also responsible for ensuring that all of your Authorized Users comply with the applicable terms and conditions of this Agreement.  

This Agreement is your promise to pay amounts owing on your Account. You should read it carefully as it explains your rights and obligations. The activation or use of a Credit Card or your Account by you or an Authorized User means that you have received and read this Agreement and agree to and accept all of its terms.

3.1 Using Your Credit Card

Users may only use Cards for bona fide business-related Charges and transactions, and not for personal, family, or household purposes. You understand that your Keep Account is commercial in nature and that certain consumer protection laws, such as sections designated as “consumer provisions” in the Bank Act and provincial and territorial consumer protection legislation do not apply to this Account. You agree that all Charges and other transactions in your account will be treated as business transactions made solely for business purposes.

Acceptable business transactions include but are not limited to vendor payments, online software expenses, corporate dining and travel, and business procurement. Credit Cards are not permitted for use in the remittance of payroll expenses. You may not use your Credit Card for any illegal, improper, or unlawful purpose. PTC reserves the right to prevent your Credit Card or your Account from being used for certain types of transactions as determined by PTC, including transactions connected to Internet gambling. When you or your Authorized User(s) use a Credit Card or your Primary Account Number for a transaction, PTC is lending you the amount of such purchase, as the case may be. You are liable for and must repay all amounts owing on your Account.

You are responsible for selecting the individuals in your organization who are authorized to use Cards, and you are responsible for all Card transactions and activities. You agree to establish and maintain controls designed to ensure that the Cards are only used by Authorized Users for bona fide Company business purposes and in compliance with this Agreement, and applicable law. You are responsible for Charges and transactions made by any person given access to Cards even if they are not the person associated with or named on the Card. When you use your Account number without showing your Credit Card, you will have the same responsibilities as if you had shown your Credit Card and signed a receipt or entered your PIN.

Keep, PTC, Card Networks, or other intermediary Third-Party Service Providers (including merchant acquirers) may deny or reverse Charges for any reason. PTC is not responsible for any losses, damages, or harm caused by any Charges that are denied or reversed.

All Users are subject to this Agreement and all terms, agreements, and policies incorporated by reference. You are responsible for ensuring that Users read, understand, and comply with their obligations with respect to use of the Cards and the Services. You are also responsible for notifying Users of any applicable updates to these terms and conditions and policies incorporated by reference, and for ensuring Users comply with such updates. PTC may or may not provide Notice of Updates directly to Users.

3.2 Requesting and Replacing Cards

Administrators may request Cards for Users through your Keep Account. Administrators are prohibited from requesting more than one active physical Card for any individual User. PTC may decide in its sole discretion not to grant requests for Cards or limit the number of physical or virtual Cards provided to any User.

In order to request a Card for any User, the User must provide their full legal name, contact information, personal address, and date of birth. Cards may be denied or cancelled due to changes in PTC’s policies, as required by law, or for any other reasons PTC determines are appropriate in its sole discretion. Cards may be issued to Users as physical or virtual cards (a Card issued without an associated physical card).

Administrators may request that Users be issued Cards with specific restrictions made available by Keep. For example, PTC may allow Users to be issued vendor cards, which can only be used at specific merchants, or PTC may allow Users to be issued cards with expiration dates set by the Administrator.

You are responsible for securing Cards, Account numbers, and Card security features (including the CVV and PIN, if any). You will promptly notify PTC and take appropriate measures to prevent unauthorized transactions when a Card is lost, stolen, breached, or needs to be replaced. In such cases, Administrators may request the issuance of replacement Cards by PTC through your Keep Account. Replacement Cards may have new Account numbers that could require you to update the Card on file for any scheduled or recurring payments. You are solely responsible for updating Card information stored with merchants where Account numbers have been changed. If you lose the Card and/or PIN or you become aware that the PIN may have become known to someone else, you must contact Keep immediately at 1-866-460-5337 or support@trykeep.com. All transactions carried out on the Card before you notify us will be considered to have been made by you.

3.3. Credit Card Expiration

Your Credit Card expires at the end of the month displayed on the Credit Card. You must not use the Credit Card or your Account number if your Credit Card has expired. If any amounts are charged to your Account after your Credit Card has expired, you are responsible for and must pay the amount owing.

3.4. Recurring Payments

You are responsible for any recurring payments you have authorized merchants to charge to your Account, even after you or PTC cancels this Agreement. If you wish to discontinue any such payments, you must contact the merchant in writing and then check your Periodic Statements to ensure that the payments have, in fact, been discontinued. If they have not stopped despite your instructions to a merchant, PTC may be able to assist you if you provide PTC with a copy of the written request to the merchant.

4. Authorized Users

An Authorized User is a person to whom PTC will issue a Credit Card on your Account at your request. You can add or remove Authorized Users by contacting Keep via email at support@trykeep.com, although Keep or PTC may limit the number of Authorized Users on your Account. A Credit Card may only be used by the individual whose name is associated with or attached to the Card or appears personalized on physical cards.

Authorized Users have the same ability to charge transactions to your Account as you do; however, Authorized Users are not responsible to PTC for any amounts owing for purchases, fees, and interest on the Account. If an Authorized User is responsible to you for any of these amounts, you must make your own arrangements with the Authorized User for repayment.

You are responsible for ensuring that each Authorized User receives a copy of this Agreement and any replacements or amendments to this Agreement, as well as any Notices that affect the use of a Credit Card or your Account. PTC may provide Authorized Users with access to information about their transactions on your Account, the Credit Limit of your Account, and the amount of credit available to them on your Account.

You may assign individual Spend Limits to each Authorized User. The Spend Limit is the maximum amount that can be charged to a Card daily, weekly, biweekly, or monthly.

By signing, using, or activating a Credit Card in their name, an Authorized User agrees to be bound by all of the terms and conditions of this Agreement except that an Authorized User will not be responsible to PTC for the payment of any amounts owing in respect of purchases, fees, or interest on the Account. Without limiting the general obligation of an Authorized User to comply with this Agreement, an Authorized User agrees, that:

• the Authorized User will not use the Credit Card issued to the Authorized User if it has expired; 
• all security requirements including those designed to protect PINs or other security codes will be complied with;
• the Credit Card issued to the Authorized User will not be used for any illegal, improper, or unlawful purpose; 
• the Authorized User will report to PTC if the Authorized User suspects that the Authorized User’s Credit Card has been lost or stolen;
• the Authorized User agrees to permit the collection, use, and disclosure of personal information as set out in the “Data and Privacy” and “Issuing Bank Privacy Policy” sections of this Agreement.

5. Your Credit Limit

5.1. Credit Limit

Your Credit Limit will be provided to you on the approval of your Application via the Website. Company Credit Limits are set by Keep, at its sole discretion, using Company Data and other data available to Keep including available funds and spending patterns, unbilled volume, financial projections, the nature and history of Company’s business, and anticipated use of Cards. Keep may not disclose exact Credit Limits but may provide guidance identifying whether specific transactions or spend volumes may exceed any Credit Limits. Credit Limits are dynamic and may be modified at any time with or without Notice to you, including temporary increases or decreases or reducing Credits Limits to $0. 

PTC may attempt to provide notice to you if your Credit Limit decreases. If your Credit Limit experiences a decrease due to a change in your Linked Accounts cash position, PTC reserves the right to debit your Linked Accounts for any difference between your Outstanding Balance and your new Credit Limit; in the event that debit(s) are unsuccessful, your account may go into collections, as defined in the Cardholder Agreement Collection Escalation policy. 

You may request an increase in your Credit Limit by emailing Keep at support@trykeep.com. Such requests will be reviewed by Keep according to its underwriting policies, and Keep reserves the right to approve or deny your request.

5.2 Linked Accounts

PTC will use Financial Data from Linked Accounts to verify account balances and account information, identify spending patterns and potential fraud, determine and review Credit Limits, analyze and report transactions, and provide Services to you. You must maintain at least one Linked Account at all times and agree that Keep may directly debit any Linked Account for payment of amounts owed. 

For full and comprehensive information about Linked Accounts, please refer to the Linked Accounts Agreement, which can be found on the Keep Website.

5.3 Setting Spend Limits

For all Cards, Administrators may set User-specific limits or controls through your Keep Account, but the aggregate Spend Limit for all Users may not exceed the Credit Limit established for Company.

6. Periodic Statements

You are responsible for payment in full of all Charges, Fees, and Fines. PTC will provide you Periodic Statements identifying Charges, Fees, Fines, refunds, any other Card transactions, or other amounts owed or credited to your Keep Account. Periodic Statements may be delivered daily, weekly, biweekly, monthly, or as otherwise described in materials PTC provides to you when you receive your Card or otherwise indicated by Notice to you. You must notify PTC promptly if you believe that there are any errors on your Periodic Statement, and submit any disputes or Chargebacks in accordance with this Agreement.

On the next Business Day following the end of each billing cycle, or as otherwise specified in your Periodic Statement, PTC will automatically debit your Primary Linked Account for all amounts owed as indicated on that Statement and still owed to PTC. If an automatic debit fails for any reason, we will attempt to debit your Primary Linked Account again, or your other Linked Accounts, for the amounts owed. You may make additional payments by logging in to your Keep Account. 

For full and comprehensive information about Linked Accounts, please refer to the Linked Accounts Agreement, which can be found on the Keep Website.

7. Failure to Pay, Set Off, Collections

7.1 Failure to Pay

If you fail to pay the full amount owed on time, PTC may attempt to collect amounts owed from any Linked Account, whether or not it is your Primary Linked Account or is currently connected to your Keep Account. PTC may collect partial payments for unpaid amounts from any Linked Account, but any partial payment is not a waiver of PTC’s rights and will not satisfy your obligation to pay in full.

Any amounts owed may be set off, debited, or collected from amounts in any Keep Account that you hold jointly with a third party or open in the future even if your original Keep Account has been closed. PTC may exercise this right against Company or any of its respective successors or assigns, or any assignees for the benefit of your creditors, trustees, or receivers of Company assets. This right will exist even if PTC does not exercise it prior to the making, filing, or issuance of an arbitration demand, court order, or other action.

Any failure to pay the full amount owed to Keep when required is a breach of this Agreement and all terms, agreements, and policies incorporated by reference herein. You are responsible for all costs or expenses that PTC incurs in the process of collecting amounts owed but not timely paid, including legal or collections fees.

7.2 Collection Escalation Policy

Any failure to pay 100% of the Outstanding Balance of a Statement will result in a series of escalating communications, automated and non-automated, in order to recover all amounts owed. 

PTC will attempt to notify you via the following channels, provided that PTC has your contact details and ability to notify you via the channel. The following escalation schedule will be utilized in relation to the number of Business Days a balance is outstanding:

8. Changes to Fees

PTC will disclose Fees to you when you are approved for a Card. . PTC may update, add, or change Fees upon 30 days’ Notice (though PTC may not provide prior Notice when we reduce any Fee). Notice will be provided to you via email for any fee changes.  Fees PTC assesses may include periodic fees, fees for Card issuance or replacement, fees applicable to certain transactions, foreign transaction fees, usage fees, service fees, cash advance fees, fees for late payments, fees for failed payments or returned payments, fees for misuse of the Services, or other fees PTC discloses to you. You are responsible for Fees in addition to Charges and Fines.

9. Credit Vouchers and Refunds

If a store or merchant issues a credit voucher or otherwise gives a refund to you, PTC will reduce your balance owing by the amount of the refund. However, if interest has been charged as a result of the transaction, PTC will not refund the interest. 

If you use your Credit Card or your Account number for a transaction in a foreign currency, and the merchant gives you a credit voucher or refund, the two transactions (the charge and the credit) may not match exactly due to the daily exchange rate and currency fluctuations.

10. Problems with a Purchase

You are responsible for reviewing your Periodic Statements promptly and identifying any Charges that you believe are unauthorized or that you dispute.

If you and a merchant have a dispute regarding a Charge identified on your Periodic Statement, such as the delivery of incorrect goods or services or being charged the wrong amount, you should first attempt to resolve the dispute with the merchant. If the dispute is not resolved to your satisfaction or if you believe the Charge is unauthorized, you may initiate a Chargeback through your Account.

You understand that the Keep Business Credit Mastercard® is subject to Card Network rules regarding chargebacks. The Card Networks have established procedures for resolving Chargebacks that may require you to provide details of the disputed Charge or associated documentation.

Charges relating to disputed Charges and Chargebacks will be collected on the payment date if they are pending resolution as of the date that payment is due for the applicable Periodic Statement. Chargebacks resolved in your favour will be credited to your Account on either the current or a future Periodic Statement. PTC may impose Fees, reduce your Credit Limit, or suspend access to your Account or the Services if you fail to pay Charges relating to Chargebacks that are pending resolution on the payment date.

11. Ownership of the Credit Card

PTC owns all Credit Cards issued on your Account. PTC has the right to cancel any Credit Card issued on your Account at any time. You must return all Credit Cards to PTC if PTC asks you to do so.

12. Assignment

PTC may, at any time, sell, transfer, or assign any or all of its rights under this Agreement. If PTC does so, PTC can share information concerning your Account with prospective purchasers, transferees, or assignees. In any such case, PTC will ensure that they are bound to respect your privacy rights in the same manner as PTC.

13. Notices, Monitoring, and Communication

Communications concerning your account will be made in accordance with Keep’s Electronic Communication Consent Agreement and such agreement applies to any and all Communications or disclosures that PTC is legally required to provide to you. 

13.1. Providing Information

You will, at all times, ensure that current, complete, and accurate Company Data and each User’s Personal Data is maintained in your Keep Account.

PTC may require additional information from you at any time, including Company Data (such as copies of government-issued identification, business licenses, or other information related to your business) and Personal Data (such as copies of government-issued personal identification and proof of address) to verify Beneficial Owners or Control Persons, validate information you provided, verify the identity of Administrators or Users, or assess Company’s financial condition and business risks.

13.2. Notification of Corporate and Business Changes

Company must, at all times, be duly organized and remain in good standing under the laws of its jurisdiction of organization.

You will promptly notify PTC in writing if any of the following occur:

• The nature of your business changes significantly
• There is a change of Beneficial Owners or Control Persons
• There is a material change in the control or ownership of your business (whether direct or indirect) or you transfer or sell 25% or more of your total assets
• There is a planned or anticipated liquidation or voluntary bankruptcy or insolvency proceeding
• You are party to a dispute or are involved in a regulatory proceeding in which claims are asserted that would, if sustained in a legal or regulatory proceeding or alternative dispute resolution forum, result in a material impact to Company’s financial condition
• You receive a judgment, writ or warrant of attachment or execution, lien, or levy against 25% or more of your total assets
• You begin engaging in any Prohibited Activities or Restricted Activities

14. Amendments

PTC may amend this Agreement at any time. If PTC does amend this Agreement, PTC will let you know at least 30 days before the amendments come into effect. If your Credit Card or your Account number is used for a transaction or if any amount owing remains unpaid after this Agreement is amended, you will be deemed to have accepted the amendments PTC has made to this Agreement. 

15. Limitations on PTC’s Liability

Disclaimer of Warranties: EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS AGREEMENT, 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 THIS AGREEMENT, 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 THIS AGREEMENT 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 THIS AGREEMENT UNLESS PEOPLES TRUST OR PEOPLES TRUST’S SERVICE PROVIDERS 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 ANY CIRCUMSTANCES WHATSOEVER BEYOND OUR CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOVERNMENTAL AUTHORITIES, NATIONAL EMERGENCIES, EPIDEMIC OR PANDEMIC, PUBLIC HEALTH EMERGENCY, COMMUNICABLE DISEASE OUTBREAK, INSURRECTION, WAR, RIOTS, FAILURE OF MERCHANTS TO PERFORM OR PROVIDE SERVICES, FAILURE OF COMMUNICATION SYSTEMS, OR FAILURES OF OR DIFFICULTIES WITH OUR EQUIPMENT OR SYSTEMS. ALSO, WITHOUT LIMITING 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. IF PEOPLES TRUST OR PEOPLES TRUST’S SERVICE PROVIDERS ARE HELD LIABLE TO YOU, YOU WILL ONLY BE ENTITLED TO RECOVER YOUR ACTUAL AND DIRECT DAMAGES. IN NO EVENT, WILL 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. 

INDEMNITY:  YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS PEOPLES TRUST AND PEOPLES TRUST’S SERVICE PROVIDERS, THEIR RESPECTIVE AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OTHER REPRESENTATIVES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, COMPLAINTS, DEMANDS, INVESTIGATIONS, ACTIONS, SUITS AND PROCEEDINGS BY ANY PERSON, INCLUDING ANY REGULATORY AUTHORITY OR CARD USER (EACH A “THIRD PARTY CLAIM/PROCEEDING”) AND ALL RESULTING LIABILITIES AND OBLIGATIONS (INCLUDING DAMAGES, ADMINISTRATIVE MONETARY PENALTIES, FINANCIAL SANCTIONS, SETTLEMENT PAYMENTS, EXPENSES AND COSTS, INCLUDING LEGAL FEES) ARISING FROM, CONNECTED WITH OR RELATING TO ANY OF THE FOLLOWING: (A) THE USE OF A CARD BY YOU OR ANY OTHER PERSON; OR (B) ANY NEGLIGENCE, MISCONDUCT OR BREACH OF THIS AGREEMENT BY YOU OR ANY PERSON FOR WHOM YOU ARE RESPONSIBLE UNDER THIS AGREEMENT OR AT LAW. NOTWITHSTANDING THE FOREGOING, THE INDEMNIFIED PARTIES RETAIN THE RIGHT TO PARTICIPATE (WITH COUNSEL OF THEIR OWN SELECTION AT THEIR SOLE COST AND EXPENSE) IN THE DEFENSE OF AND SETTLEMENT NEGOTIATIONS RELATING TO ANY THIRD-PARTY CLAIM/PROCEEDING.

16. Cancelling This Agreement

PTC may decide to cancel this Agreement at any time without notifying you in advance. If PTC does cancel this Agreement, you must pay all amounts owing on your Account, stop using your Credit Card, and return your Credit Card to PTC. You may also cancel this Agreement by notifying PTC. PTC may require that any cancellation be made in writing. Until you pay PTC the total amount you owe on your Account, this Agreement will remain in full force and effect.

Despite any termination of this Agreement, you must fulfil all of your obligations under this Agreement.

No Warranty of Availability or Uninterrupted Use: FROM TIME TO TIME, CARD SERVICES MAY BE INOPERATIVE, AND WHEN THIS HAPPENS, YOU MAY BE UNABLE TO USE YOUR CARD.  PLEASE NOTIFY US (AT support@trykeep.com or 1-866-460-5337 IF YOU HAVE ANY PROBLEMS USING YOUR CARD. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY INTERRUPTION OF SERVICE.

17. How to Contact Us

If you need help or have questions about your Account, please call Keep toll-free 1-866-460-5337 between the hours of 9:30 a.m. - 4:30 p.m. PST Monday - Friday during Business Days or email Keep at support@trykeep.com.

18. Issuing Bank Privacy Policy

18.1 Privacy Policy

By accepting or using the Credit Card, you consent to the collection, use, disclosure, and retention of your personal information by PTC and its service providers for purposes relating to your Application for the Credit Card and your use of the Credit Card and as otherwise described below. The collection of such personal information is necessary for the entering into and performance of this Agreement. Therefore, if you do not consent to the collection, use, disclosure, and retention of your personal information, you may not accept or use the Credit Card. As explained below, you may withdraw your consent at any time by cancelling your Credit Card and all related services from PTC. The restrictions and requirements described herein do not apply to information that is aggregated or otherwise anonymized and does not otherwise identify you.

PTC employs reasonable safeguards to protect personal information in its possession or control from loss, theft, alteration, and misuse. The safeguards employed by PTC to protect your personal information are commensurate with the sensitivity, amount, distribution, format, and storage of the personal information. Although technologies can make it easier for fraud to occur, PTC employs around-the-clock monitoring systems and controls to detect and prevent fraudulent activity. PTC also builds fraud prevention measures into its due diligence processes and regularly update PTC’s fraud detection/prevention methods. While PTC takes 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 also use appropriate measures to protect your personal information. PTC maintains physical, electronic, and procedural security measures that comply with applicable law to safeguard personal information.

PTC and its service providers will collect information about you and Authorized Users (e.g. their name, address, telephone number and date of birth) when you accept a Credit Card and, if a Credit Card is issued to you, PTC and its service providers will collect information about you and Authorized Users and your use of the Credit Card and related services, including information about your Credit Card transactions (e.g. the date, amount and place of each transaction). PTC and its service providers will collect your Cardholder Information directly from you and from other sources, including third-party providers of identity verification, demographic, and fraud prevention services.

18.2 How PTC Uses, Retains, and Discloses Your Personal Information  

PTC and its service providers will use, disclose and retain your Cardholder Information to process the issuance of your Credit Card (including to verify your identity) and, if a Credit Card is issued to you, to provide you with services relating to your Credit Card (including to administer your Card and to process your Credit Card transactions), to protect against fraud and for legal compliance purposes, to perform and enforce this Agreement, to protect and enforce PTC’s legal rights and for other purposes required or permitted by applicable law. PTC will disclose your Cardholder Information to its service providers to assist PTC to provide services to you and to provide related services to PTC.     

PTC maintains physical, electronic, and procedural security measures that comply with applicable law to safeguard Cardholder Information.

PTC and its service providers may use and store your Cardholder 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 Cardholder Information without notice. The laws on data protection in other jurisdictions, to which PTC 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, PTC 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.

PTC will use and rely on your Cardholder Information to issue and administer your Card and provide related services. PTC and its service providers will rely on you to ensure that your Cardholder Information is accurate, complete, and up to date. You will promptly inform Keep of any changes to your Cardholder Information or if you discover any errors in your Cardholder Information by calling 1-866-460-5337 or emailing Keep at support@trykeep.com or with regards to requests to access information related to you that Keep has obtained. If such information is obtained from providers of identity verification data and demographic information, PTC 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.

PTC and its service providers may use your Cardholder 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 your Credit Card and related matters, regardless of whether you incur any long distance or usage charges as a result.     

PTC and its service providers may monitor and record their communications and correspondence with you (including emails, online chats, and telephone calls) for quality assurance, staff training and legal compliance purposes. With your consent, PTC and its service providers may share this information for audit related purposes to ensure you are receiving the best possible customer service.     

18.3 Other Uses of Your Personal Information 

In addition to the foregoing, if you consent to a third party collecting and using your personal information (including Cardholder Information) for their own purposes (not as PTC’s service provider), including to send marketing and promotional messages to you, then PTC 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.

18.4 Your Right to Access Your Personal Information

You may obtain access to the Cardholder Information PTC holds about you 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 PTC’s privacy policies or to withdraw your consent to the collection, use and disclosure of your Cardholder Information and to cancel your Credit Card and all related services from PTC, contact PTC below. If you withdraw your consent, PTC will continue to collect, use, disclose and retain your Cardholder Information, in accordance with applicable law, for as long as may be reasonably required to perform services relating to the cancellation of your Credit Card, to protect against fraud and for legal compliance purposes, to perform and enforce this Agreement, to protect and enforce PTC’s legal rights and for other purposes required or permitted by applicable law.

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

Website and Availability We do not warrant that the Website, customer service number or other operational and communications channels will be available and error free at all times. You agree that we will not be responsible for temporary interruptions in service due to maintenance, Website changes, or failures, nor will 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, labour disputes and armed conflicts. We will not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses that may affect your computer or other equipment. You agree to act responsibly with regard to the Website and its use. You will not violate any laws, interfere or disrupt computer networks, impersonate another person or entity, violate the rights of any third party, stalk, threaten or harass anyone, gain any unauthorized entry, or interfere with the Website’s systems and integrity.

18.5 Third Party Claims

In the event PTC reimburses you for a refund claim you have made, or if PTC otherwise provides you with a credit or payment with respect to any problem arising out of any transaction made with the Card, you are automatically deemed to assign and transfer to PTC any rights and claims (excluding tort claims) that you have, had or may have against any third party for an amount equal to the amount we have paid to you or credited to your Card. You agree that you will not pursue any claim against or reimbursement from such third party for the amount that PTC paid or credited to your Card, and that you will cooperate with us if we decide to pursue the third party for the amount paid or credited to you. If PTC does not exercise its rights under this section, PTC does not give up its rights to exercise them in the future.

19. Governing Law

This Cardholder Agreement will be governed and interpreted in accordance with the laws of the Province of British Columbia and the applicable laws of Canada. Subject to the arbitration agreement below, the parties irrevocably attorn to the exclusive jurisdiction of the courts of British Columbia.

20. Arbitration (“Not Applicable to Residents of Quebec”)

Any dispute between the parties arising from or related to this Agreement shall be resolved by final and binding arbitration administered by ICDR Canada under its Canadian Arbitration Rules by a sole arbitrator appointed in accordance with those Rules. The place of arbitration shall be Vancouver, British Columbia, Canada

21. Complaints

If you have a complaint or inquiry about any aspect of your Card, first attempt to resolve the complaint or inquiry by calling customer service at 1-866-460-5337. If customer service cannot resolve the complaint or inquiry to your satisfaction, call us at 1-855-694-6214 or submit your complaint or inquiry through the form found online at https://forms.peoplestrust.com/contact/contact.html. We will do our best to resolve your complaint or inquiry. The Financial Consumer Agency of Canada (FCAC). The Financial Consumer Agency of Canada supervises all federally regulated financial institutions, which includes trust and loan companies, for compliance with federal consumer protection laws. Trust and loan companies are legally required to have a complaint-handling process in place. If you have a problem with a financial product or service, you may file a complaint with the responsible trust and loan company directly. If you are not satisfied with how your complaint has been handled or 90 days has passed since you made your complaint, you can escalate the complaint to the following External Complaints Body: 

Ombudsman for Banking Services and Investments
20 Queen Street West, Suite 2400
P.O. Box 8
Toronto, ON M5H 3R3
Telephone: 1-888-451-4519 (toll-free)
Email: ombudsman@obsi.ca
Website: https://www.obsi.ca/

If you want to know your rights or need information about the complaint-handling process of a trust and loan company, you may contact FCAC by online form, mail, or telephone. FCAC uses information from consumer enquiries to support its mandate.

Web site: www.canada.ca/fcac
Online form: https://www.canada.ca/en/financial-consumer-agency/corporate/contact-us.html
Phone:
For service in English: 1-866-461-FCAC (3222)
For service in French: 1-866-461-ACFC (2232)
For calls from outside Canada: 613-960-4666
Teletypewriter (TTY): 1-866-914-6097 / 613-947-7771

Video Relay Service: FCAC welcomes Video Relay Service (VRS) calls. You do not need to authorize the relay service operator to communicate with FCAC.
Visit https://srvcanadavrs.ca/en/ to learn more.

Mailing address:
Financial Consumer Agency of Canada
427 Laurier Avenue West, 5th Floor
Ottawa ON, K1R 7Y2

Our complaints policy can be found online at: http://www.peoplestrust.com/en/about-us/resolving-your-concerns/

21. Entire Agreement

This Agreement sets forth the entire understanding and Agreement between you and us, whether written or oral, with respect to the subject matter hereof and supersedes any prior or contemporaneous understandings or Agreements with respect to such subject matter. 

22. Section Headings

Section headings in this Agreement are for convenience of reference only and will not govern or affect the interpretation of any provision of this Agreement.

23. Severability

If any of the terms of this Agreement are invalid, changed by Applicable Law or declared invalid by order of court or regulatory authority, the remaining terms of this Agreement will not be affected, and this Agreement will be interpreted as if the invalid terms had not been included in this Agreement.

24. 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.

26. Contact Information

If you have questions regarding a Card or need to report unauthorized use of a Card, you may contact us by telephone at 1-866-460-5337 or emailing us at support@trykeep.com. You may also reach Peoples Trust Company at +1 (888) 568-2858 or write to: 888 Dunsmuir St #1400, Vancouver, BC V6C 3K4 Canada.

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