Digital Wallets Addendum (Apple Pay & Google Pay)

Effective Date: September 2026 | Canada MSB: N300001645 | FinCEN MSB: 31000321315567 | Scope: Commercial B2B Mobile Tokenization

  • Program Manager: Use Thrive Corporation (Canada BN: 735170037TZ0001 | FINTRAC MSB: N300001645)
  • Infrastructure Partner: Use Thrive LLC (Delaware File No.: 10462475 | FinCEN MSB: 31000321315567)
  • Governing Relationship: This Digital Wallets Addendum supplements the Use Thrive Commercial Cardholder & Digital Asset Collateral Agreement and applies whenever an authorized commercial card is provisioned into Apple Pay or Google Pay.

Important Legal Notice

BY PROVISIONING, ENROLLING, OR MAINTAINING A USE THRIVE COMMERCIAL SPEND CARD IN APPLE PAY, GOOGLE PAY, OR ANY COMPATIBLE DIGITAL WALLET APPLICATION (COLLECTIVELY, "DIGITAL WALLETS"), CLIENT AND ITS AUTHORIZED CARDHOLDERS AGREE TO BE LEGALLY BOUND BY THIS DIGITAL WALLETS ADDENDUM. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ADD YOUR CARD TO A DIGITAL WALLET AND PROMPTLY DELETE ANY EXISTING PROVISIONED TOKEN.

1. NATURE OF DIGITAL WALLET SERVICES & THIRD-PARTY PLATFORMS

1.1 Independent Wallet Providers: Digital Wallets are owned, operated, and maintained exclusively by independent third-party technology platform providers: Apple Inc. ("Apple") and Google LLC ("Google") (collectively, "Wallet Providers"). Use Thrive Corporation, Use Thrive LLC, and the underlying issuing banks ("Issuer") do not own, operate, license, or control Apple Pay or Google Pay.

1.2 Third-Party Terms & Disclaimers: Client and its authorized commercial users are subject to the separate end-user license agreements and privacy policies established by Apple and Google. Use Thrive disclaims all liability for any operational downtime, application failures, transmission errors, or device incompatibilities associated with third-party Digital Wallets.

2. ELIGIBILITY, ENROLLMENT & TOKENIZATION

2.1 Device Eligibility: Digital Wallet provisioning is restricted to eligible, manufacturer-certified hardware devices running unmodified operating systems (iOS, macOS, watchOS, or Android). Client and its cardholders are strictly prohibited from provisioning cards onto devices that have been modified contrary to manufacturer guidelines, including rooting, bootloader unlocking, or "jailbreaking". Use of a modified device constitutes a material breach and grounds for immediate token revocation.

2.2 Provisioning & Tokenized Device Numbers: When an authorized commercial card is added to a Digital Wallet, a unique surrogate numerical credential ("Device Account Number" or "Token") is generated by the card network (Visa/Mastercard) and stored securely within the device's secure element. The Token is used in place of the primary card number for in-store contactless (NFC) and in-app transactions.

2.3 Two-Factor & Additional Authentication: Use Thrive and the Issuer may require two-factor authentication (such as a One-Time Passcode [OTP] transmitted via SMS or email to the cardholder's verified profile) before provisioning can be finalized. Use Thrive and Issuer reserve the right to decline tokenization for risk mitigation or compliance reasons.

3. DEVICE SECURITY & BIOMETRIC AUTHORIZATION

3.1 Device Safeguards: Client and its authorized cardholders must maintain active device locks (passcode, biometric face/fingerprint recognition) and ensure that device access credentials are not shared with any third party.

3.2 Third-Party Biometrics Strictly Prohibited: Cardholders must never register, store, or permit the biometric credential (Touch ID, Face ID, or fingerprint) of any other individual on a device that houses an active Use Thrive commercial card. If a third party's biometric profile is registered on the device, any transaction executed using such biometric verification shall be deemed irrevocably authorized by Client, and Client shall bear full financial liability for all resulting charges.

3.3 Lost, Compromised or Stolen Devices: If an enrolled device is lost, stolen, or compromised, Client must immediately freeze the card and revoke the digital token via the Use Thrive Dashboard or notify support in writing at support@usethrive.com. Client remains liable for all commercial transactions authorized prior to verified receipt of suspension notice.

4. TRANSACTION AUTHORIZATION & STATEMENT PRECEDENCE

4.1 Screen History vs. Accounting Statements: Transaction histories displayed within the Apple Pay or Google Pay native interface reflect real-time authorization requests only. They do not reflect final clearing, currency conversion adjustments, foreign transaction fees, chargebacks, or reversals. In the event of any discrepancy between the wallet screen history and the official Use Thrive periodic statement, the Use Thrive Dashboard statement shall govern conclusively.

4.2 Commercial Expenses Only: All Digital Wallet authorizations remain subject to the commercial use restrictions, collateral coverage requirements, and liquidation mechanics set forth in the Use Thrive Commercial Cardholder Agreement.

5. DATA COLLECTION & PRIVACY DISCLOSURES

5.1 Technical and Telemetric Sharing: To facilitate token provisioning, prevent fraud, and verify device integrity, Use Thrive, the Issuer, and the payment card networks may collect and exchange device-specific telemetric data (including device hardware identifiers, operating system version, and approximate geographic location) with Apple and Google.

5.2 Wallet Provider Data Processing: Client acknowledges that Wallet Providers collect and process transaction telemetry pursuant to their independent corporate privacy notices, and Use Thrive bears no responsibility for data handled directly by Apple or Google.

6. SUSPENSION, REVOCATION & REMOVAL

6.1 Right to Terminate or Block Tokens: Use Thrive, the Issuer, or the underlying card networks reserve the unconditioned right to suspend, block, or delete any digital token at any time without prior notice if fraudulent activity is suspected, collateral coverage is breached, or risk thresholds are exceeded.

6.2 Device Decommissioning: Cardholders must explicitly remove and delete all provisioned Use Thrive cards from Digital Wallets prior to transferring, selling, recycling, or discarding any mobile device. Deleting a card from a Digital Wallet removes the localized token but does not terminate the underlying physical or virtual card account unless closed via the Use Thrive Dashboard.

7. LIMITATION OF LIABILITY & INDEMNIFICATION

DIGITAL WALLETS ARE PROVIDED "AS IS" BY THIRD PARTIES. USE THRIVE AND ISSUER EXPRESSLY DISCLAIM ALL WARRANTIES REGARDING WALLET COMPATIBILITY, UNINTERRUPTED AVAILABILITY, OR INTEGRITY. IN NO EVENT SHALL USE THRIVE BE LIABLE FOR LOSSES RESULTING FROM MERCHANT TERMINAL FAILURES, WALLET SERVICE INTERRUPTIONS, OR PASSCODE COMPROMISE.

7.2 Enterprise Indemnity: Client agrees to defend, indemnify, and hold harmless Use Thrive Corporation, Use Thrive LLC, Issuer, and their officers against any claims, losses, fines, or damages arising out of: (a) breach of this Addendum by Client or its cardholders; (b) unauthorized sharing of device credentials or registration of third-party biometrics; or (c) improper deployment of cards on modified/jailbroken devices.

8. GOVERNING LAW & CROSS-REFERENCE

This Digital Wallets Addendum is governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein. All dispute resolution, commercial arbitration, and class action waiver provisions established in the Use Thrive Commercial Cardholder Agreement are incorporated herein by reference and apply in full force to this Addendum.

Use Thrive Corporation — Digital Wallets Addendum (Apple Pay & Google Pay)