Policies & Agreements

1. Parties and Definitions

• “Customer” means the entity that has applied for and maintains a Motive Account and uses the Motive Spend Management Services solely for business purposes under the Spend Management Services Agreement.  
• “Bank” means JPMorgan Chase Bank, N.A., which provides the CMA for the secured program.
• “Security Deposit” means the refundable cash collateral that Customer must fund and maintain to secure all obligations under the Agreements, including charges, fees, fines, reversals, adjustments, assessments, and collection costs.
• “Client Money Account” or “CMA” means a deposit account (or accounts) that Motive maintains at Bank under the bank’s Contractual Client Money Account Agreement to segregate and administer funds attributable to Customers on Motive’s books and records for the secured program.

2. Security deposit requirement

As a condition to the issuance and continued use of Secured Cards, the Customer shall fund a Security Deposit from a business bank account and maintain a Security Deposit in the amount specified in the Motive Dashboard or as otherwise noticed by Motive. Motive reserves the right to adjust this amount in its discretion based on risk, usage, and program criteria. The Security Deposit is refundable, subject to this Addendum, and secures all obligations under the Agreements in addition to Motive’s other rights to debit linked accounts and collect amounts owed.

3. Funding and Maintenance

The Customer shall fund the Security Deposit by wire or ACH to the CMA and authorizes Motive to initiate ACH debits to Linked Accounts to fund the Security Deposit. The Customer must at all times maintain the Security Deposit at or above the required level.

4. Grant of Security Interest and Perfection

To secure all obligations under the Agreements, the Customer grants Motive and Bank a continuing first-priority security interest, lien, and right of setoff in and to the Security Deposit and its proceeds. The Customer authorizes Motive or Bank to file UCC-1 financing statements or other filings to perfect their security interests and agrees to execute reasonable supplements to evidence or perfect such interests.

5. Application of Deposit and Replenishment

Motive and/or Bank may, without prior notice, apply or set off all or part of the Security Deposit to amounts due or reasonably expected to become due, including charges, fees, fines, network assessments, chargebacks, reversals, or negative balances, in any order determined by Motive.

If any portion of the Security Deposit is applied, the Customer may be required to, and in any case within the period specified by Motive, replenish the Security Deposit to the required level. Failure to replenish when required is a material breach and may result in immediate suspension or termination and additional recovery actions.

6. CMA Structure and Disclosures

Security Deposit funds are held by Motive in one or more CMAs at Bank, governed by the bank’s commercial account terms and the Contractual Client Money Account Agreement.

For clarity, CMAs are not established as “for benefit of” or trust accounts, and money held in CMAs is held by Bank as a banker and not as a trustee. Bank does not have a banking relationship with the beneficial owners in connection with the CMA, assumes no obligations to them, and has no duty to monitor or assess claims to CMA balances or transactions.

7. FDIC Insurance and Receivership

Any FDIC pass-through insurance eligibility is determined solely by the FDIC, and Bank has no liability if pass-through is unavailable or limited. If Bank enters receivership, the FDIC may place holds on the CMAs while it determines insured status. Motive, and where applicable, the Customer, must provide FDIC-specified data identifying beneficial ownership interests within required timelines to avoid delays or holds. The FDIC may enforce this section as a beneficiary.

8. Termination and Release of Security Deposit

Motive may suspend or terminate Secured Cards or Services as provided in the Spend Management Services Agreement. Such actions may trigger draws on or holds against the Security Deposit.

After termination and satisfaction of all obligations (including trailing assessments, chargebacks, adjustments, and fees), Motive will release any remaining Security Deposit to a business bank account within a commercially reasonable period after the final Periodic Statement reflects a zero balance, subject to legal holds and bank or FDIC requirements.

9. Indemnification and limitations

Customer will indemnify Motive, Issuer, and Third‑Party Service Providers for losses arising from breach, misuse, prohibited activities, or disputes over Charges consistent with the Spend Management Services Agreement, and acknowledges CMA‑related bank indemnities owed by Motive to Bank are separate bank‑side obligations.

Liability limitations, disclaimers, and exclusions in the Spend Management Services Agreement apply to the secured program to the maximum extent permitted by law.

10. Order of Precedence

For secured topics, the order of precedence is: this Addendum, then the Spend Management Services Agreement, and any conflict on CMA structure, FDIC disclosures, receivership cooperation, interest, negative rates, or setoff is resolved in favor of the CMA Agreement between Motive and the Bank.  

Other conflicts are resolved under the precedence and change provisions in the Spend Management Services Agreement..

11. Governing law and dispute resolution

Governing law and dispute resolution provisions in the Spend Management Services Agreement, Card Program Agreement apply to the secured program, including any arbitration and class waiver provisions applicable to the program. Nothing in this Addendum limits any rights of Bank or the FDIC under applicable banking law or the CMA Agreement between Motive and the Bank.

12. Execution and effectiveness

This Addendum is effective upon Customer’s acceptance of secured Cards or funding of the Security Deposit and remains in effect until all obligations are satisfied and the Security Deposit is fully released. This Addendum may be accepted electronically and forms part of the Parties’ entire agreement concerning secured Cards and Security Deposit matters.

Change Log

15 Mar 2026: Original terms